BROADWAY FINANCIAL CORP DE 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SEC TION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from__________ to___________ Commission file number 001-39043 BROADWAY FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 95-4547287 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 4601 Wilshire Boulevard, Suite 150 Los Angeles , California 90010 (Address of principal executive offices) (Zip Code) ( 323 ) 634-1700 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act Title of each class: Trading Symbol(s) Name of each exchange on which registered: Common Stock, par value $0.01 per share (including attached preferred stock purchase rights) BYFC Nasdaq Capital Market 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 such files). Yes ☐ No ☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated, a smaller reporting company, or an emerging growth company. See the definition 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 Exchange Act). Yes ☐ No ☒ As of July 17, 2025, 6,097,773 shares of the registrant’s Class A voting common stock, 1,425,574 shares of the registrant’s Class B non-voting common stock and 1,672,562 shares of the registrant’s Class C non-voting common stock were outstanding. TABLE OF CONTENTS Page PART I. FINANCIAL STATEMENTS Item 1. Consolidated Financial Statements (Unaudited) Consolidated Statements of Financial Condition as of March 31, 2025 and December 31, 2024 2 Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2025 and 2024 3 Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 4 Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2025 and 2024 5 Notes to Unaudited Consolidated Financial Statements 6 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28 Item 3. Quantitative and Qualitative Disclosures About Market Risk 37 Item 4. Controls and Procedures 37 PART II. OTHER INFORMATION Item 1. Legal Proceedings 38 Item 1A. Risk Factors 38 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 39 Item 3. Defaults Upon Senior Securities 39 Item 4. Mine Safety Disclosures 39 Item 5. Other Information 39 Item 6. Exhibits 39 Signatures 40 EXPLANATORY NOTE Broadway Financial Corporation (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Form 10-Q/A”) to amend and restate certain information included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on July 24, 2025 (the “Original Form 10-Q”). As disclosed in the Company’s Current Report on Form 8-K filed with the SEC on October 17, 2025, the Audit Committee of the Board of Directors of the Company, the holding company of City First Bank, National Association (“City First Bank”), based on consultations with the Company’s management, concluded that the Company’s unaudited interim consolidated financial statements for the quarter ended March 31, 2025 (the “Restated Period”), as previously filed with the SEC, should no longer be relied upon because of an error related to certain loan participation agreements and should therefore be restated. Specifically, the Company determined that several loan participation agreements originated by City First Bank and sold to other financial institutions did not meet the requirements in Accounting Standards Codification Topic 860 to be treated as sales for accounting purposes, and therefore should have been recorded as secured borrowing arrangements. In addition, subsequent to the filing of the Original Form 10-Q, management discovered that an appraisal had been received for a loan that was considered to be collateral dependent prior to the date that the financial statements for the quarter ended March 31, 2025, were available to be issued. This appraisal had not been considered when estimating the amount of expected credit losses for this particular loan as of March 31, 2025. The related adjustment to the consolidated statements of financial condition for treating such transferred interests as secured borrowing arrangements as of March 31, 2025, is to increase “Loans Receivable Held for Investment” by $21.8 million, to reflect the fact that the transfers did not meet the requirements for sale accounting treatment, and to record a “Secured Borrowing” for the same amounts as a liability. The related adjustments to the consolidated statements of operations and comprehensive income for treating such transferred interests as secured borrowing arrangements for the quarters ended March 31, 2025 and 2024, is to increase interest and fees on loans receivable and interest on borrowings by $427 thousand and $415 thousand, respectively. Net income for the quarters ended March 31, 2025 and 2024, is also impacted by a $1.2 million increase and a $13 thousand decrease in the ACL, respectively, and a $394 thousand increase in income tax benefit and a $3 thousand decrease in income tax benefit, respectively. The related consolidated statements of cash flows adjustments for treating such transferred interests as secured borrowing arrangements for the quarters ended March 31, 2025 and 2024, is to increase “Net change in loans receivable held for investment” by $9.5 million and increase “Net change in loans receivable held for investment” by $299 thousand, respectively, and to decrease the “Proceeds from secured borrowings” by $9.4 million and increase the “Proceeds from secured borrowings” by $1.8 million, respectively, for these adjustments. Net cash provided by operating activities was not impacted by the adjustments for the quarters ended March 31, 2025 and 2024. This Form 10-Q/A restates amounts included in the Original Form 10-Q. Accordingly, investors should rely only on the financial information and other disclosures regarding the Restated Period that are contained in this Form 10-Q/A, and not on any previously filed reports, earnings releases, or similar communications relating to such period. For more information regarding the restatement and its impact on our consolidated financial statements, refer to Note 13, Restatement of Previously Issued Consolidated Financial Statements within this Form 10-Q/A. Items Amended in this Form 10-Q/A This Form 10-Q/A sets forth the Original Form 10-Q, as amended and restated, in its entirety. Except as required to reflect the restated amounts, related disclosures and updates to the Company’s assessment of internal control over financial reporting and disclosure controls and procedures, there were no changes to any other parts of the Original Form 10-Q, and this Form 10-Q/A does not reflect events occurring after the date of the Original Form 10-Q. The Company is filing this Form 10-Q/A to amend the following items of the Original Form 10-Q: • Part I, Item 1. Financial Statements • Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations • Part I, Item 4. Controls and Procedures • Part II, Item 1A. Risk Factors The exhibit list included in Part II, Item 6 “Exhibits” herein has been amended to contain currently dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. In accordance with applicable SEC rules, this Form 10-Q/A also includes an updated signature page. Except as expressly provided herein, this Form 10-Q/A speaks only as of the date the Original Form 10-Q was filed, and we have not undertaken herein to amend, supplement or update any information contained in the Original Form 10-Q to give effect to any subsequent events. Among other things, forward-looking statements made in the Original Form 10-Q have not been revised to reflect events, results or developments that occurred or facts that became known to us after the date of the Original Form 10-Q. Accordingly, this Form 10-Q/A should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Form 10-Q. Internal Control Considerations In connection with the restatements noted above, management has reassessed the effectiveness of our disclosure controls and procedures and has included applicable disclosures in Part I, Item 4 of this Form 10-Q/A, “Controls and Procedures.” Management identified material weaknesses in our internal control over financial reporting as described under “Evaluation of Disclosure Controls and Procedures” in Part I, Item 4 of this Form 10-Q/A, resulting in the conclusion by our Chief Executive Officer and Chief Financial Officer that our disclosure controls and procedures and internal control over financial reporting were not effective as of March 31, 2025. Management has taken and is taking additional steps, as described under “Remediation Plan” in Part I, Item 4 of this Form 10-Q/A, to remediate these material weaknesses in our internal control over financial reporting. 1 Table of Contents BROADWAY FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Financial Condition (In thousands, except share and per share amounts) March 31, 2025 (as Restated) December 31, 2024 (Unaudited) Assets: Cash and due from banks $ 2,040 $ 2,255 Interest-bearing deposits in other banks 13,754 59,110 Cash and cash equivalents 15,794 61,365 Securities available-for-sale, at fair value (amortized cost of $ 199,318 and $ 219,658 ) 185,938 203,862 Loans receivable held for investment, net of allowance of $ 10,260 and $ 8,364 991,587 999,956 Accrued interest receivable 5,624 5,001 Federal Home Loan Bank (“FHLB”) stock 4,616 9,637 Federal Reserve Bank (“FRB”) stock 3,543 3,543 Office properties and equipment, net 8,812 8,899 Bank owned life insurance 3,332 3,321 Deferred tax assets, net 9,292 8,880 Core deposit intangible, net 1,696 1,775 Goodwill 25,858 25,858 Other assets 2,684 2,786 Total assets $ 1,258,776 $ 1,334,883 Liabilities and equity Liabilities: Deposits $ 776,543 $ 745,399 Securities sold under agreements to repurchase 80,778 66,610 FHLB borrowings 78,000 195,532 Secured borrowings 31,256 31,356 Accrued expenses and other liabilities 8,417 10,794 Total liabilities 974,994 1,049,691 Non-Cumulative Redeemable Perpetual Preferred stock, Series C; authorized 150,000 shares at March 31, 2025 and December 31, 2024 ; issued and outstanding 150,000 shares at March 31, 2025 and December 31, 2024 ; liquidation value $ 1,000 per share 150,000 150,000 Common stock, Class A, $ 0.01 par value, voting; authorized 75,000,000 shares at March 31, 2025 and December 31, 2024 ; issued 6,460,272 shares at March 31, 2025 and 6,349,455 shares at December 31, 2024 ; outstanding 6,133,044 shares at March 31, 2025 and 6,022,227 shares at December 31, 2024 64 63 Common stock, Class B, $ 0.01 par value, non-voting; authorized 15,000,000 shares at March 31, 2025 and December 31, 2024 ; issued and outstanding 1,425,574 shares at March 31, 2025 and December 31, 2024 14 14 Common stock, Class C, $ 0.01 par value, non-voting; authorized 25,000,000 shares at March 31, 2025 and December 31, 2024; issued and outstanding 1,672,562 at March 31, 2025 and December 31, 2024 17 17 Additional paid-in capital 143,169 142,902 Retained earnings 9,288 12,727 Unearned Employee Stock Ownership Plan (“ESOP”) shares ( 4,152 ) ( 4,201 ) Accumulated other comprehensive loss, net of tax ( 9,508 ) ( 11,223 ) Treasury stock-at cost, 327,228 shares at March 31, 2025 and at December 31, 2024 ( 5,326 ) ( 5,326 ) Total Broadway Financial Corporation and Subsidiary equity 283,566 284,973 Non-controlling interest 216 219 Total liabilities and equity $ 1,258,776 $ 1,334,883 See accompanying notes to unaudited consolidated financial statements. 2 Table of Contents BROADWAY FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Operations and Comprehensive Income (Loss) (In thousands, except per share amounts) (Unaudited) Three Months Ended March 31, 2025 (as Restated) 2024 Interest income: Interest and fees on loans receivable $ 13,117 $ 11,544 Interest on available-for-sale securities 1,208 2,075 Other interest income 476 1,589 Total interest income 14,801 15,208 Interest expense: Interest on deposits 4,199 2,799 Interest on borrowings 2,557 4,885 Total interest expense 6,756 7,684 Net interest income 8,045 7,524 Provision for credit losses 1,914 247 Net interest income after provision for credit losses 6,131 7,277 Non-interest income: Service charges 43 40 Grants 25 – Other 220 266 Total non-interest income 288 306 Non-interest expense: Compensation and benefits 5,284 4,269 Occupancy expense 540 503 Information services 706 707 Professional services 700 1,410 Advertising and promotional expense 46 28 Supervisory costs 193 177 Corporate insurance 67 61 Amortization of core deposit intangible 79 84 Operational loss 1,943 – Other 639 571 Total non-interest expense 10,197 7,810 Loss before income taxes ( 3,778 ) ( 227 ) Income tax benefit ( 1,086 ) ( 54 ) Net loss $ ( 2,692 ) $ ( 173 ) Less: Net loss attributable to non-controlling interest ( 3 ) ( 19 ) Net loss attributable to Broadway Financial Corporation $ ( 2,689 ) $ ( 154 ) Less: Preferred stock dividends 750 – Net loss attributable to common stockholders $ ( 3,439 ) $ ( 154 ) Other comprehensive income (loss), net of tax: Unrealized gains (losses) on securities available-for-sale arising during the period $ 2,416 $ ( 803 ) Income tax expense (benefit) 701 ( 232 ) Other comprehensive income (loss), net of tax 1,715 ( 571 ) Comprehensive loss $ ( 1,724 ) $ ( 725 ) Loss per common share-basic $ ( 0.39 ) $ ( 0.02 ) Loss per common share-diluted $ ( 0.39 ) $ ( 0.02 ) See accompanying notes to unaudited consolidated financial statements. 3 Table of Contents BROADWAY FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Cash Flows (Unaudited) Three Months Ended March 31, 2025 (as Restated) 2024 (as Restated) (In thousands) Cash flows from operating activities : Net loss $ ( 2,692 ) $ ( 173 ) Adjustments to reconcile net loss to net cash used in operating activities: Provision for credit losses 1,914 247 Depreciation 102 164 Net change of deferred loan origination costs 114 137 Net accretion of premiums and discounts on available-for-sale securities ( 57 ) ( 253 ) Accretion of purchase accounting marks on loans ( 103 ) ( 32 ) Amortization of core deposit intangible 79 84 Director compensation expense 168 – Accretion of premium on FHLB advances – ( 4 ) Stock-based compensation expense 99 77 ESOP compensation expense 50 47 Earnings on bank owned life insurance ( 11 ) ( 11 ) Change in assets and liabilities: Net change in deferred taxes ( 1,113 ) ( 54 ) Net change in accrued interest receivable ( 623 ) ( 700 ) Net change in other assets 102 ( 9,857 ) Net change in accrued expenses and other liabilities ( 2,377 ) ( 1,336 ) Net cash used in operating activities ( 4,348 ) ( 11,664 ) Cash flows from investing activities: Net change in loans receivable held for investment 6,445 ( 46,106 ) Principal payments on available-for-sale securities 20,396 23,157 Purchase of FHLB stock ( 2,684 ) ( 136 ) Proceeds from redemption of FHLB stock 7,705 – Purchase of office properties and equipment ( 15 ) ( 55 ) Net cash provided by (used in) investing activities 31,847 ( 23,140 ) Cash flows from financing activities: Net change in deposits 31,144 12,859 Net change in securities sold under agreements to repurchase 14,168 ( 1,794 ) Repayment of notes payable – ( 14,000 ) Cash dividends paid - preferred ( 750 ) – Proceeds from secured borrowings – 1,816 Repayments of secured borrowings ( 100 ) ( 2,115 ) Proceeds from FHLB advances 176,500 – Repayments of FHLB advances ( 294,032 ) ( 35 ) Net cash used in financing activities ( 73,070 ) ( 3,269 ) Net change in cash and cash equivalents ( 45,571 ) ( 38,073 ) Cash and cash equivalents at beginning of the period 61,365 105,195 Cash and cash equivalents at end of the period $ 15,794 $ 67,122 Supplemental disclosures of cash flow information: Cash paid for interest $ 6,402 $ 5,913 Cash paid for income taxes – 48 See accompanying notes to unaudited consolidated financial statements. 4 Table of Contents BROADWAY FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Changes in Equity (Unaudited) (as Restated) Three Months Ended March 31, 2025 and 2024 Preferred Stock Non- Voting Common Stock Voting Common Stock Non- Voting Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings Unearned ESOP Shares Treasury Stock Non- Controlling Interest Total Equity (In thousand s) Balance at December 31 , 2024 $ 150,000 $ 63 $ 31 $ 142,902 $ ( 11,223 ) $ 12,727 $ ( 4,201 ) $ ( 5,326 ) $ 219 $ 285,192 Net loss – – – – – ( 2,689 ) – – ( 3 ) ( 2,692 ) Release of unearned ESOP shares – – – 1 – – 49 – – 50 Stock-based compensation expense – 1 – 98 – – – – – 99 Director stock compensation expense – – – 168 – – – – – 168 Dividends declared and paid - preferred – – – – – ( 750 ) – – – ( 750 ) Other comprehensive income, net of tax – – – – 1,715 – – – – 1,715 Balance at March 31, 2025 $ 150,000 $ 64 $ 31 $ 143,169 $ ( 9,508 ) $ 9,288 $ ( 4,152 ) $ ( 5,326 ) $ 216 $ 283,782 Balance at December 31 , 2023 $ 150,000 $ 62 $ 31 $ 142,601 $ ( 13,525 ) $ 12,365 $ ( 4,492 ) $ ( 5,326 ) $ 194 $ 281,910 Net loss – – – – – ( 154 ) – – ( 19 ) ( 173 ) Release of unearned ESOP shares – – – ( 25 ) – – 72 – – 47 Stock-based compensation expense – – – 77 – – – – – 77 Other comprehensive loss, net of tax – – – – ( 571 ) – – – – ( 571 ) Balance at March 31, 2024 $ 150,000 $ 62 $ 31 $ 142,653 $ ( 14,096 ) $ 12,211 $ ( 4,420 ) $ ( 5,326 ) $ 175 $ 281,290 See accompanying notes to unaudited consolidated financial statements. 5 Table of Contents BROADWAY FINANCIAL CORPORATION AND SUBSIDIARY Notes to Unaudited Consolidated Financial Statements NOTE 1 – Basis of Financial Statement Presentation The accompanying unaudited consolidated financial statements include Broadway Financial Corporation (the “Company”) and its wholly owned subsidiary, City First Bank, National Association (the “Bank” and, together with the Company, “City First Broadway”). Also included in the unaudited consolidated financial statements are the following subsidiaries of City First Bank: 1432 U Street LLC, Broadway Service Corporation, City First Real Estate LLC, City First Real Estate II LLC, City First Real Estate III LLC, City First Real Estate IV LLC, and CF New Markets Advisors, LLC (“CFNMA”). In addition, CFNMA also consolidates CFC Fund Manager II, LLC; City First New Markets Fund II, LLC; City First Capital IX, LLC; and City First Capital 45, LLC (“CFC 45”) into its financial results. All significant intercompany balances and transactions have been eliminated in consolidation. The unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions for quarterly reports on Form 10-Q. These unaudited consolidated financial statements do not include all disclosures associated with the Company’s consolidated annual financial statements included in its Annual Report on Form 10-K/A for the year ended December 31, 2024, as amended (“2024 Form 10-K/A”) and, accordingly, should be read in conjunction with such audited consolidated financial statements. In the opinion of management, all adjustments (all of which are normal and recurring in nature) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The Company operates one reportable segment — banking. The Company’s chief executive officer is its chief operating decision maker (“CODM”). The CODM assesses operating performance and manages the allocation of resources primarily based on the Company’s consolidated operating results and financial condition. The factors considered in making this determination include all of the banking products and services offered by the Company are available in each branch of the Company, management does not allocate resources based on the performance of different lending or transaction activities, and how information is reviewed by the chief executive officer and other key decision makers. The CODM uses consolidated net income to benchmark the Company against its competitors and to monitor budget to actual results. As a result, the Company determined that all services offered relate to banking. Loans, investments, and deposits provide the revenues in the banking operation. Interest expense, provisions for credit losses and payroll provide the significant expenses in the banking operation. See the Company’s operating segment information in the unaudited consolidated statements of financial condition and the unaudited consolidated statements of operations and comprehensive income. Our accounting policies are described in Note 1 – Summary of Significant Accounting Policies of our audited consolidated financial statements included in the 2024 Form 10-K/A. NOTE 2 – Loss Per Share and Equity (As Restated) Basic loss per share of common stock is computed pursuant to the two-class method by dividing net income available to common stockholders less dividends paid on participating securities (unvested shares of restricted common stock) and any undistributed earnings attributable to participating securities by the weighted average common shares outstanding during the period. The weighted average common shares outstanding includes the weighted average number of shares of common stock outstanding less the weighted average number of unvested shares of restricted common stock. ESOP shares are considered outstanding for this calculation unless unearned. Diluted loss per share of common stock includes the dilutive effect of unvested stock awards and additional potential common shares issuable under stock options. Unvested restricted awards are considered outstanding for this calculation. 6 Table of Contents The following table shows how the Company computed basic and diluted loss per share of common stock for the periods indicated: Three Months Ended March 31, 2025 2024 ( Dollars in thousands, except per share data) Net loss attributable to Broadway Financial Corporation $ ( 2,689 ) $ ( 154 ) Less: Net income (loss) attributable to participating securities 64 4 Less: Preferred stock dividends ( 750 ) – Net loss available to common stockholders $ ( 3,375 ) $ ( 150 ) Weighted average common shares outstanding for basic loss per common share 8,547,460 8,229,774 Add: Effects of unvested restricted stock awards – – Weighted average common shares outstanding for diluted loss per common share 8,547,460 8,229,774 Loss per common share - basic $ ( 0.39 ) $ ( 0.02 ) Loss per common share - diluted $ ( 0.39 ) $ ( 0.02 ) Series C, Senior Non-Cumulative Perpetual Preferred Stock On June 7, 2022, the Company issued 150,000 shares of Series C Preferred Stock with a liquidation preference of $ 1,000 per share for the capital investment of $ 150 million from the U.S. Treasury under the Emergency Capital Investment Program (“ECIP”). The Series C Preferred Stock accrued no dividend for the first 24 months following the investment date. Thereafter, the dividend rate will be adjusted based on the qualified lending growth criteria listed in the terms of the ECIP investment with the annual dividend rate up to 2 %. After the tenth anniversary of the investment date, the dividend rate will be fixed based on the average annual amount of lending in years 2 through 10 . Dividends are payable quarterly in arrears on March 15, June 15, September 15, and December 15. Established by the Consolidated Appropriations Act, 2021, the ECIP was created to encourage low- and moderate-income community financial institutions and minority depository institutions to provide loans, grants, and forbearance for small businesses, minority-owned businesses, and consumers, especially low-income and underserved communities, including persistent poverty counties, that may be disproportionately impacted by the economic effect of the COVID-19 pandemic by providing direct and indirect capital investments in low- and moderate-income community financial institutions. The Series C Preferred Stock may be redeemed at the option of the Company on or after the fifth anniversary of issuance (or earlier in the event of loss of regulatory capital treatment), subject to the approval of the appropriate federal banking regulator and in accordance with the federal banking agencies’ regulatory capital regulations. On January 14, 2025, the Company entered into the Option Agreement with the U.S. Treasury, which grants the Company the conditional option to repurchase the Series C Preferred Stock during the first 15 years following the Company’s issuance of the Preferred Stock. The purchase price for the Series C Preferred Stock under the Option Agreement is based on a formula approximate to the fair value of the Series C Preferred Stock as of the date the Option Agreement is executed , calculated as set forth in the Option Agreement, together with any accrued and unpaid dividends thereon and could represent a discount from the Preferred Stock’s liquidation amount. The purchase option may not be exercised during the first 10 years following the Company’s sale of the Series C Preferred Stock (“the ECIP Period”) unless and until the Company meets at least one of the following three conditions (the “Threshold Conditions”): (1) an average of at least 60 % of the Company’s loan originations qualify as “Deep Impact Lending” over any 16 consecutive quarters, (2) an average of at least 85 % of the Company’s “total originations qualify as “Qualified Lending” over any 24 quarters or (3) the Series C Preferred Stock has a dividend rate of no more than 0.5 % at each of six consecutive “Reset Dates,” in each case as defined in Option Agreement and the terms of the Series C Preferred. In addition to satisfying a Threshold Condition, the Option Agreement requires that the Company meet certain other eligibility conditions in order to exercise the purchase option in the future, including compliance with the terms of the original ECIP purchase agreement and the terms of the Series C Preferred Stock, maintaining qualification as either a certified community development financial institution or a minority depository institution and satisfying other legal and regulatory criteria. The Company may designate a Mission Aligned nonprofit Affiliate as the purchaser of the Series C Preferred Stock under the terms of the option agreement. 7 Table of Contents The earliest possible date by which a Threshold Condition may be met is June 30, 2028 which is the end of the sixteen th consecutive quarter following the Original Closing Date. However, the Company does not currently meet any of the Threshold Conditions to exercise the purchase option, and there can be no assurance if and when the Threshold Conditions will be met. In addition to the requirement that a Threshold Condition be met, the Repurchase Agreement requires that the Company meet certain other eligibility conditions in order to exercise the purchase option in the future, including compliance with the terms of the original ECIP purchase agreement and the terms of the Preferred Stock, maintaining qualification as either a CDFI or an MDI, and meeting other legal and regulatory criteria. Although the Company currently meets the general eligibility criteria, other than satisfying one of the Threshold Conditions, there can be no assurance that the Company will meet such criteria in the future. The Company began paying quarterly dividends on the Series C Preferred Stock beginning in the three month period ended June 30, 2024. Dividends on the Series C Preferred Stock totaled $ 750 thousand for the three months ended March 31, 2025 and has a current dividend rate of 2.0 %. NOTE 3 – Securities The following table summarizes the amortized cost and fair value of the available-for-sale investment securities portfolios as of the dates indicated and the corresponding amounts of unrealized gains and losses which were recognized in accumulated other comprehensive loss: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (In thousands) March 31, 2025: Federal agency mortgage-backed securities $ 60,996 $ 8 $ ( 8,673 ) $ 52,331 Federal agency collateralized mortgage obligations (“CMO”) 20,235 7 ( 987 ) 19,255 Federal agency debt 42,141 2 ( 1,616 ) 40,527 Municipal bonds 4,791 – ( 373 ) 4,418 U. S. Treasuries 60,916 – ( 364 ) 60,552 U.S. Small Business Administration (“SBA”) pools 10,239 2 ( 1,386 ) 8,855 Total available-for-sale securities $ 199,318 $ 19 $ ( 13,399 ) $ 185,938 December 31, 2024: Federal agency mortgage-backed securities $ 62,853 $ 8 $ ( 9,832 ) $ 53,029 Federal agency CMOs 21,299 6 ( 1,247 ) 20,058 Federal agency debt 42,100 2 ( 2,068 ) 40,034 Municipal bonds 4,800 – ( 412 ) 4,388 U. S. Treasuries 77,857 – ( 667 ) 77,190 SBA pools 10,749 2 ( 1,588 ) 9,163 Total available-for-sale securities $ 219,658 $ 18 $ ( 15,814 ) $ 203,862 As of March 31, 2025, investment securities with a fair value of $ 78.6 million were pledged as collateral for securities sold under agreements to repurchase and included $ 41.7 million of U.S. Treasury securities, $ 27.4 million of federal agency debt securities, $ 5.5 million of federal agency mortgage-backed securities and $ 4.1 million of SBA pool investments. As of December 31, 2024, investment securities with a fair value of $ 83.3 million were pledged as collateral for securities sold under agreements to repurchase and included $ 46.5 million of U.S. Treasuries, $ 27.1 million of federal agency debt, $ 5.5 million of federal agency mortgage-backed securities, and $ 4.2 million of SBA pools. Accrued interest receivable on securities was $ 664 thousand and $ 796 thousand at March 31, 2025 and December 31, 2024, respectively, and is included in the consolidated statements of financial condition under accrued interest receivable . At March 31 , 2025 , and December 31, 2024, there were no holdings of securities by any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders’ equity. The amortized cost and estimated fair value of all investment securities available-for-sale at March 31, 2025 , by contractual maturities are shown below. Contractual maturities may differ from expected maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (In thousands) Due in one year or less $ 78,710 $ – $ ( 669 ) $ 78,041 Due after one year through five years 27,881 2 ( 1,670 ) 26,213 Due after five years through ten years 21,405 13 ( 824 ) 20,594 Due after ten years 71,322 4 ( 10,236 ) 61,090 $ 199,318 $ 19 $ ( 13,399 ) $ 185,938 8 Table of Contents The table below indicates the length of time individual securities have been in a continuous unrealized loss position: Less than 12 Months 12 Months or Longer Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses (In thousands) March 31, 2025 : Federal agency mortgage-backed securities $ – $ – $ 51,886 $ ( 8,673 ) $ 51,886 $ ( 8,673 ) Federal agency CMOs – – 16,995 ( 987 ) 16,995 ( 987 ) Federal agency debt – – 38,003 ( 1,616 ) 38,003 ( 1,616 ) Municipal bonds – – 4,418 ( 373 ) 4,418 ( 373 ) U. S. Treasuries – – 60,552 ( 364 ) 60,552 ( 364 ) SBA pools 587 ( 1 ) 7,925 ( 1,385 ) 8,512 ( 1,386 ) Total unrealized loss position investment securities $ 587 $ ( 1 ) $ 179,779 $ ( 13,398 ) $ 180,366 $ ( 13,399 ) December 31, 2024: Federal agency mortgage-backed securities $ – $ – $ 52,568 $ ( 9,832 ) $ 52,568 $ ( 9,832 ) Federal agency CMOs – – 19,303 ( 1,247 ) 19,303 ( 1,247 ) Federal agency debt – – 37,508 ( 2,068 ) 37,508 ( 2,068 ) Municipal bonds – – 4,388 ( 412 ) 4,388 ( 412 ) U. S. Treasuries – – 77,190 ( 667 ) 77,190 ( 667 ) SBA pools 629 ( 1 ) 8,179 ( 1,587 ) 8,808 ( 1,588 ) Total unrealized loss position investment securities $ 629 $ ( 1 ) $ 199,136 $ ( 15,813 ) $ 199,765 $ ( 15,814 ) At March 31, 2025, and December 31, 2024, all securities in the portfolio were current with their contractual principal and interest payments. At March 31, 2025, and December 31, 2024, there were no securities purchased with deterioration in credit quality since their origination. At March 31, 2025, and December 31, 2024, there were no collateral dependent securities. The Company’s assessment of available-for-sale investment securities as of March 31, 2025 and December 31, 2024 , indicated that an allowance for credit losses (“ACL”) was not required. The Company evaluated available-for-sale investment securities that were in an unrealized loss position and determined the decline in fair value for those securities was not related to credit, but rather related to changes in interest rates and general market conditions. As such, no ACL was recorded for available-for-sale securities as of March 31, 2025 or December 31, 2024. At both March 31, 2025 and December 31, 2024, approximately 98 % of the securities held by the Company were issued by U.S. government-sponsored entities and agencies. Because the decline in fair value is attributable to changes in interest rates and liquidity, and not credit quality, and because the Company does not have the intent to sell these securities, and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company did no t record expected credit loss during the quarters ended March 31, 2025 or 2024. 9 Table of Contents NOTE 4 – Loans Receivable Held for Investment (as Restated) Loans receivable held for investment were as follows as of the periods indicated: March 31, 2025 December 31, 2024 (In thousands) Real estate: Single-family $ 23,394 $ 24,036 Multi-family 631,218 639,156 Commercial real estate 164,712 163,348 Church 9,286 9,470 Construction 92,632 91,600 Commercial – other 77,484 77,787 SBA loans 1,127 1,142 Consumer 125 13 Gross loans receivable before deferred loan costs and premiums 999,978 1,006,552 Unamortized net deferred loan costs and premiums 2,114 2,116 Gross loans receivable 1,002,092 1,008,668 Credit and interest marks on purchased loans, net ( 245 ) ( 348 ) Allowance for credit losses ( 10,260 ) ( 8,364 ) Loans receivable, net $ 991,587 $ 999,956 The Company accounts for credit losses on loans in accordance with ASC 326 – Financial Instruments-Credit Losses , to determine the ACL. ASC 326 requires the Company to recognize estimates for lifetime losses on loans and off-balance sheet loan commitments at the time of origination or acquisition. The recognition of losses at origination or acquisition represents the Company’s best estimate of the lifetime expected credit loss associated with a loan given the facts and circumstances associated with the particular loan, and involves the use of significant management judgment and estimates, which are subject to change based on management’s on-going assessment of the credit quality of the loan portfolio and changes in economic forecasts used in the model. The Company uses the WARM method when determining estimates for the ACL for each of its portfolio segments. The weighted average remaining life, including the effect of estimated prepayments, is calculated for each loan pool on a quarterly basis. The Company then estimates a loss rate for each pool using both its own historical loss experience and the historical losses of a group of peer institutions during the period from 2004 through the most recent quarter. The Company’s ACL model also includes adjustments for qualitative factors, where appropriate. Qualitative adjustments may be related to and include, but are not limited to, factors such as: (i) changes in lending policies and procedures, including changes in underwriting standards and collections, charge offs, and recovery practices; (ii) changes in international, national, regional, and local conditions; (iii) changes in the nature and volume of the portfolio and terms of loans; (iv) changes in the experience, depth, and ability of lending management; (v) changes in the volume and severity of past due loans and other similar conditions; (vi) changes in the quality of the organization’s loan review system; (vii) changes in the value of underlying collateral for collateral dependent loans; (viii) the existence and effect of any concentrations of credit and changes in the levels of such concentrations; and (ix) the effect of other external factors (i.e., competition, legal and regulatory requirements) on the level of estimated credit losses. These qualitative factors incorporate the concept of reasonable and supportable forecasts, as required by ASC 326. The following tables summarize the activity in the allowance for credit losses on loans for the periods indicated: March 31, 2025 Beginning Balance Charge-offs Recoveries Provision (recapture) Ending Balance ( In thousands ) Loans receivable held for investment: Single-family $ 200 $ – $ – $ ( 7 ) $ 193 Multi-family 4,617 – – 1,444 6,061 Commercial real estate 1,188 – – 97 1,285 Church 54 – – ( 6 ) 48 Construction 1,564 – – ( 169 ) 1,395 Commercial - other 730 – – 470 1,200 SBA loans 11 – – 67 78 Total $ 8,364 $ – $ – $ 1,896 $ 10,260 10 Table of Contents March 31 , 2024 Beginning Balance Charge-offs Recoveries Provision (recapture) Ending Balance ( In thousands ) Loans receivable held for investment: Single-family $ 264 $ – $ – $ 39 $ 303 Multi-family 4,464 – – ( 90 ) 4,374 Commercial real estate 1,164 – – 11 1,175 Church 72 – – 18 90 Construction 1,009 – – 19 1,028 Commercial - other 592 – – 190 782 SBA loans 48 – – 4 52 Total $ 7,613 $ – $ – $ 191 $ 7,804 The Company also recorded a provision for off-balance sheet loan commitments of $ 18 thousand and $ 56 thousand for the quarters ended March 31, 2025 and 2024, respectively. The ACL increased from March 31, 2024 to March 31, 2025, primarily due to two new non-accrual loans and required reserves for individually evaluated loans. The Company evaluates loans collectively for purposes of determining the ACL in accordance with ASC 326. Collective evaluation is based on aggregating loans deemed to possess similar risk characteristics. In certain instances, the Company may identify loans that it believes no longer possess risk characteristics similar to other loans in the loan portfolio. These loans are typically identified from those that have exhibited deterioration in credit quality, since the specific attributes and risks associated with such loans tend to become unique as the credit deteriorates. Such loans are typically nonperforming, downgraded to substandard or worse, and/or are deemed collateral dependent, where the ultimate repayment of the loan is expected to come from the operation of or eventual sale of the collateral. Loans that are deemed by management to no longer possess risk characteristics similar to other loans in the portfolio, or that have been identified as collateral dependent, are evaluated individually for purposes of determining an appropriate lifetime ACL. The Company uses the remaining life approach, using the loan’s effective interest rate, for determining the ACL on individually evaluated loans, unless the loan is deemed collateral dependent, which requires evaluation based on the estimated fair value of the underlying collateral, less estimated selling costs. The Company may increase or decrease the ACL for collateral dependent loans based on changes in the estimated fair value of the collateral. The following table presents collateral dependent loans by collateral type as of the date indicated: March 31, 2025 Single-Family Multi-Family Residential Furniture, Fixtures and Equipment Business Assets Total Real estate: (In thousands) Multi-family $ – $ 4,223 $ – $ – $ 4,223 SBA loans – – – 338 338 Total $ – $ 4,223 $ – $ 338 $ 4,561 December 31, 2024 Single-Family Multi-Family Residential Church Business Assets Total (In thousands) SBA loans – – – 264 264 Total $ – $ – $ – $ 264 $ 264 At March 31, 2025, $ 4.6 million of individually evaluated loans were evaluated based on the estimated fair value of the underlying collateral and one $ 522 thousand loan was individually evaluated using the remaining life approach. These loans had an associated ACL of $ 2.1 million as of March 31, 2025. The Company had four individually evaluated loans totaling $ 5.1 million on nonaccrual status at March 31, 2025. At December 31, 2024, one $ 264 thousand individually evaluated loan was evaluated based on the estimated fair value of the underlying collateral. This loan had no associated ACL and was on nonaccrual status as of December 31, 2024. 11 Table of Contents Past Due Loans The following tables present the aging of the recorded investment in past due loans by loan type as of the dates indicated: March 31, 2025 30-59 Days Past Due 60-89 Days Past Due Greater than 90 Days Past Due Total Past Due Current Total (In thousands) Loans receivable held for investment: Single-family $ – $ – $ – $ – $ 23,415 $ 23,415 Multi-family 4,223 – – 4,223 629,912 634,135 Commercial real estate 758 – – 758 163,851 164,609 Church – – – – 9,292 9,292 Construction – – – – 92,201 92,201 Commercial - other – – – – 77,188 77,188 SBA loans – 74 264 338 789 1,127 Consumer – – – – 125 125 Total $ 4,981 $ 74 $ 264 $ 5,319 $ 996,773 $ 1,002,092 December 31, 2024 30-59 Days Past Due 60-89 Days Past Due Greater than 90 Days Past Due Total Past Due Current Total (In thousands) Loans receivable held for investment: Single-family $ – $ 6 $ – $ 6 $ 24,042 $ 24,048 Multi-family – – – – 642,109 642,109 Commercial real estate – – – – 163,269 163,269 Church – – – – 9,475 9,475 Construction – – – – 91,140 91,140 Commercial - other – – – – 77,472 77,472 SBA loans – 264 – 264 878 1,142 Consumer – – – – 13 13 Total $ – $ 270 $ – $ 270 $ 1,008,398 $ 1,008,668 The following tables present the recorded investment in non-accrual loans by loan type as of the dates indicated: March 31, 2025 Nonaccrual with no Allowance for Credit Losses Nonaccrual with an Allowance for Credit Losses Total Nonaccrual Loans (In thousands) Loans receivable held for investment: Multi-family $ – $ 4,223 $ 4,223 Commercial - other – 522 522 SBA loans – 338 338 Total non-accrual loans $ – $ 5,083 $ 5,083 December 31, 2024 Nonaccrual with no Allowance for Credit Losses Nonaccrual with an Allowance for Credit Losses Total Nonaccrual Loans (In thousands) Loans receivable held for investment: SBA loans $ 264 $ – $ 264 Total non-accrual loans $ 264 $ – $ 264 There were no loans 90 days or more delinquent that were accruing interest as of March 31, 2025 or December 31, 2024. 12 Table of Contents Modified Loans to Troubled Borrowers GAAP requires that certain types of modifications of loans in response to a borrower’s financial difficulty be reported, which consist of the following: (i) principal forgiveness, (ii) interest rate reduction, (iii) other-than-insignificant payment delay, (iv) term extension, or (v) any combination of the foregoing. The ACL for loans that were modified in response to a borrower’s financial difficulty is measured on a collective basis, as with other loans in the loan portfolio, unless management determines that such loans no longer possess risk characteristics similar to others in the loan portfolio. In those instances, the ACL for such loans is determined through individual evaluation. The following table presents the amortized costs basis as of March 31, 2025 and the financial effect of loans modified to borrowers experiencing financial difficulty during the quarter ended March 31, 2025. There were no loan modifications to borrowers that were experiencing financial difficulty during the quarter ended March 31, 2024. March 31, 2025 Term Extension Percentage of Total Loan Type Weighted Average Term Extension (In Thousands) Real estate: Commercial real estate $ 792 0.48 % 7 months Construction 2,039 2.20 % 7 months Total $ 2,831 Credit Quality Indicators The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. For single-family residential, consumer, and other smaller balance homogenous loans, a credit grade is established at inception, and generally only adjusted based on performance. Information about payment status is disclosed elsewhere herein. The Company analyzes all other loans individually by classifying the loans as to credit risk. The Company uses the following definitions for risk ratings: ● Watch. Loans classified as watch exhibit weaknesses that could threaten the current net worth and paying capacity of the obligors. Watch graded loans are generally performing and are not more than 59 days past due. A watch rating is used when a material deficiency exists, but correction is anticipated within an acceptable time frame. ● Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention that appears short term in nature. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date. ● Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution may sustain some loss if the deficiencies are not corrected. ● Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, based on currently existing facts, conditions, and values, highly questionable and improbable. ● Loss. Loans classified as loss are considered uncollectible and of such little value that to continue to carry the loan as an active asset is no longer warranted. Loans that are not individually evaluated as part of the above-described process are considered to be pass rated loans. Pass rated loans are generally well protected by the current net worth and paying capacity of the obligor and/or by the value of the underlying collateral. Pass rated loans are not more than 59 days past due and are generally performing in accordance with the loan terms. 13 Table of Contents The following table stratifies the loans held for investment portfolio by the Company’s internal risk grading, and by year of origination as of the date indicated: Term Loans Amortized Cost Basis by Origination Year - As of March 31, 2025 2025 2024 2023 2022 2021 Prior Revolving Loans Total (In thousands) Single-family: Pass $ – $ – $ 540 $ 4,074 $ 1,953 $ 14,799 $ – $ 21,366 Watch – – – – 724 1,325 – 2,049 Total $ – $ – $ 540 $ 4,074 $ 2,677 $ 16,124 $ – $ 23,415 Multi-family: Pass $ – $ 81,228 $ 77,481 $ 154,237 $ 117,677 $ 106,153 $ – $ 536,776 Watch – – 5,622 29,144 19,691 20,404 – 74,861 Special Mention – – – 608 4,926 282 – 5,816 Substandard – – 1,525 7,337 4,659 3,161 – 16,682 Total $ – $ 81,228 $ 84,628 $ 191,326 $ 146,953 $ 130,000 $ – $ 634,135 Commercial real estate: Pass $ 630 $ 49,040 $ 8,241 $ 23,299 $ 28,880 $ 35,908 $ – $ 145,998 Watch – – 1,371 430 986 7,534 – 10,321 Special Mention – – 1,578 – – 1,624 – 3,202 Substandard – – 3,259 – 1,829 – – 5,088 Total $ 630 $ 49,040 $ 14,449 $ 23,729 $ 31,695 $ 45,066 $ – $ 164,609 Church: Pass $ – $ – $ 2,417 $ – $ 2,134 $ 3,191 $ – $ 7,742 Watch – – 371 – – – – 371 Substandard – – – – – 1,179 – 1,179 Total $ – $ – $ 2,788 $ – $ 2,134 $ 4,370 $ – $ 9,292 Construction: Pass – – – – – – – – Watch – 10,020 33,916 228 – – – 44,164 Special Mention – – – – – 2,028 – 2,028 Substandard – – 4,206 37,884 3,919 – – 46,009 Total $ – $ 10,020 $ 38,122 $ 38,112 $ 3,919 $ 2,028 $ – $ 92,201 Commercial – other: Pass $ – $ 2 $ 3 $ 7,319 $ – $ 12,742 $ – $ 20,066 Watch – 19,266 28,167 706 – 1,194 – 49,333 Special Mention – – – 351 – 6,549 – 6,900 Substandard – – – – 106 783 – 889 Total $ – $ 19,268 $ 28,170 $ 8,376 $ 106 $ 21,268 $ – $ 77,188 SBA: Pass $ – $ 585 $ – $ – $ – $ 54 $ – $ 639 Substandard – – – 150 – – – 150 Doubtful – – – – – 338 – 338 Total $ – $ 585 $ – $ 150 $ – $ 392 $ – $ 1,127 Consumer: Pass $ 125 $ – $ – $ – $ – $ – $ – $ 125 Total $ 125 $ – $ – $ – $ – $ – $ – $ 125 Total loans: Pass $ 755 $ 130,855 $ 88,682 $ 188,929 $ 150,644 $ 172,847 $ – $ 732,712 Watch – 29,286 69,447 30,508 21,401 30,457 – 181,099 Special Mention – – 1,578 959 4,926 10,483 – 17,946 Substandard – – 8,990 45,371 10,513 5,123 – 69,997 Doubtful – – – – – 338 – 338 Total loans $ 755 $ 160,141 $ 168,697 $ 265,767 $ 187,484 $ 219,248 $ – $ 1,002,092 14 Table of Contents Term Loans Amortized Cost Basis by Origination Year - As of December 31, 2024 2024 2023 2022 2021 2020 Prior Revolving Loans Total (In thousands) Single-family: Pass $ – $ 543 $ 4,098 $ 1,968 $ 1,796 $ 13,687 $ – $ 22,092 Watch – – – 729 1,227 – – 1,956 Total $ – $ 543 $ 4,098 $ 2,697 $ 3,023 $ 13,687 $ – $ 24,048 Multi-family: Pass $ 81,474 $ 77,739 $ 171,836 $ 126,492 $ 26,771 $ 90,584 $ – $ 574,896 Watch – 5,633 16,244 14,761 – 13,244 – 49,882 Special Mention – – 4,210 3,150 – – – 7,360 Substandard – 1,562 – 4,691 – 3,718 – 9,971 Total $ 81,474 $ 84,934 $ 192,290 $ 149,094 $ 26,771 $ 107,546 $ – $ 642,109 Commercial real estate: Pass $ 49,143 $ 9,655 $ 23,482 $ 29,021 $ 21,150 $ 22,606 $ – $ 155,057 Watch – 1,584 432 994 – 1,634 – 4,644 Substandard – 3,271 – 297 – – – 3,568 Total $ 49,143 $ 14,510 $ 23,914 $ 30,312 $ 21,150 $ 24,240 $ – $ 163,269 Church: Pass $ – $ 2,442 $ – $ 2,148 $ 1,696 $ 1,002 $ – $ 7,288 Watch – 376 – – – 618 – 994 Substandard – – – – – 1,193 – 1,193 Total $ – $ 2,818 $ – $ 2,148 $ 1,696 $ 2,813 $ – $ 9,475 Construction: Watch $ 9,568 $ 31,274 $ 227 $ – $ – $ 2,038 $ – $ 43,107 Substandard – 4,076 38,494 5,463 – – – 48,033 Total $ 9,568 $ 35,350 $ 38,721 $ 5,463 $ – $ 2,038 $ – $ 91,140 Commercial – other: Pass $ 1 $ 3 $ 7,575 $ – $ 2,768 $ 9,965 $ – $ 20,312 Watch 19,260 28,157 706 – – 1,197 – 49,320 Special Mention – – 351 – – 2,250 – 2,601 Substandard – – – 106 571 4,562 – 5,239 Total $ 19,261 $ 28,160 $ 8,632 $ 106 $ 3,339 $ 17,974 $ – $ 77,472 SBA: Pass $ 590 $ – $ – $ – $ – $ 64 $ – $ 654 Substandard – – 150 – 338 – – 488 Total $ 590 $ – $ 150 $ – $ 338 $ 64 $ – $ 1,142 Consumer: Pass $ 13 $ – $ – $ – $ – $ – $ – $ 13 Total $ 13 $ – $ – $ – $ – $ – $ – $ 13 Total loans: Pass $ 131,221 $ 90,382 $ 206,991 $ 159,629 $ 54,181 $ 137,908 $ – $ 780,312 Watch 28,828 67,024 17,609 16,484 1,227 18,731 – 149,903 Special Mention – – 4,561 3,150 – 2,250 – 9,961 Substandard – 8,909 38,644 10,557 909 9,473 – 68,492 Total loans $ 160,049 $ 166,315 $ 267,805 $ 189,820 $ 56,317 $ 168,362 $ – $ 1,008,668 15 Table of Contents Allowance for Credit Losses for Off-Balance Sheet Commitments The Company maintains an allowance for credit losses on off-balance sheet commitments related to unfunded loans and lines of credit, which is included in accrued expenses and other liabilities of the consolidated statements of financial condition. Upon the Company’s adoption of ASC 326, the Company applies an expected credit loss estimation methodology for off-balance sheet commitments. This methodology is commensurate with the methodology applied to each respective segment of the loan portfolio in determining the ACL for loans held-for-investment. The loss estimation process includes assumptions for the probability that a loan will fund, as well as the expected amount of funding. These assumptions are based on the Company’s own historical internal loan data. The allowance for off-balance sheet commitments was $ 295 thousand and $ 277 thousand at March 31, 2025 and December 31, 2024, respectively. This amount is included in accrued expenses and other liabilities on the consolidated statements of financial condition. The provision for off-balance sheet commitments was $ 18 thousand for the quarter-ended March 31, 2025. NOTE 5 – Goodwill and Core Deposit Intangible The following tables present the changes in the carrying amounts of goodwill and core deposit intangibles for the three months ended March 31, 2025 and 2024 : March 31, 2025 Goodwill Core Deposit Intangible (In thousands) Balance at the beginning of the period $ 25,858 $ 1,775 Additions – – Amortization – ( 79 ) Balance at the end of the period $ 25,858 $ 1,696 March 31, 2024 Goodwill Core Deposit Intangible (In thousands) Balance at the beginning of the period $ 25,858 $ 2,111 Additions – – Amortization – ( 84 ) Balance at the end of the period $ 25,858 $ 2,027 The carrying amount of the core deposit intangible consisted of the following (in thousands): March 31, 2025 December 31, 2024 Core deposit intangible acquired $ 3,329 $ 3,329 Less: Accumulated amortization ( 1,633 ) ( 1,554 ) $ 1,696 $ 1,775 The following table outlines the estimated amortization expense for the core deposit intangible during the next five fiscal years (in thousands): Remainder of 2025 $ 236 2026 304 2027 291 2028 279 2029 267 Thereafter 319 $ 1,696 16 Table of Contents NOTE 6 – Borrowings (as Restated) T he Company enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities. Under these arrangements, the Company may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Company to repurchase the assets. As a result, these repurchase agreements are accounted for as collateralized financing agreements (i.e., secured borrowings) and not as a sale and subsequent repurchase of securities. The obligation to repurchase the sec urities is reflected as a liability in the Company’s consolidated statements of financial condition, w hile the securities underlying the repurchase agreements remain in the respective investment securities asset accounts. In other words, there is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities. These agreements mature on a daily basis. As of March 31, 2025 securities sold under agreements to repurchase totaled $ 80.8 million at an average rate of 3.63 %. The fair value of securities pledged totaled $ 78.6 million as of March 31 , 2025 . As of December 31, 2024, securities sold under agreements to repurchase totaled $ 66.6 million at an average rate of 3.62 %. The fair value of securities pledged totaled $ 83.3 million as of December 31, 2024. At March 31 , 2025 and December 31, 2024, the Company had outstanding advances from the FHLB totaling $ 78.0 million and $ 195.5 million, respectively. The weighted average interest rate was 4.45 % and 4.03 % as of March 31 , 2025 and December 31, 2024, respectively. The weighted average contractual maturity was less than one month as of both March 31 , 2025 and December 31, 2024. The advances were collateralized by loans with an unpaid balance of $ 521.4 million and pledged securities with a balance of $ 94.5 million at March 31, 2025 and collateralized by loans with an unpaid balance of $ 521.7 million at December 31, 2024 . The Company is currently approved by the FHLB of Atlanta to borrow up to 25 % of total assets to the extent the Company provides qualifying collateral and holds sufficient FHLB stock. Based on collateral pledged and FHLB stock held, the Company was eligible to borrow an additional $ 279.5 million as of March 31, 2025 . The Company will, from time to time, sell a portion of a loan or group of loans to third parties. In some cases, the transferred portion of the loans does not meet the requirements to be treated as sales for accounting purposes. When that occurs, the legally transferred portion of the loan balance remains classified in gross loans receivable held for investment and a secured borrowing is recorded for the proceeds received from the third party institution. As the transferred portion of the loan pays down, the secured borrowings are repaid. The Company has no obligation to make principal or interest payments on the secured borrowings unless and until payments are received from the loan borrowers. The Company has secured borrowings associated with these participation loan transactions of $ 31.3 million and $ 31.4 million as of March 31, 2025 and December 31, 2024, respectively. The weighted average interest rate on the secured borrowings was 5.54 % at both March 31, 2025 and December 31, 2024. On December 27, 2023, the Company borrowed $ 100.0 million from the Federal Reserve under the BTFP. This borrowing was paid off in December 2024. The interest rate on this borrowing was fixed at 4.84 % and the borrowing matured on December 29, 2024 . Investment securities with a book value of $ 107.3 million and a fair value of $ 98.3 million were pledged as collateral for this borrowing as of December 31, 2023. In addition, the Company had additional lines of credit of $ 10.0 million with other financial institutions as of March 31, 2025 and December 31, 2024 . These lines of credit are unsecured, bear interest at the Federal funds rate as of the date of utilization and mature in 30 days. There were no amounts outstanding under these lines of credit as of March 31, 2025 or December 31, 2024 . In connection with the New Market Tax Credit activities of the Bank, CFC 45 is a partnership whose members include CFNMA and City First New Markets Fund II, LLC. This community development entity acts in effect as a pass-through for a Merrill Lynch allocation totaling $ 14.0 million that needed to be deployed. In December 2015, Merrill Lynch made a $ 14.0 million non-recourse loan to CFC 45, whereby CFC 45 passed that loan through to a Qualified Active Low-Income Business (“QALICB”). The loan to the QALICB was secured by a Leasehold Deed of Trust that, due to the pass-through, non-recourse structure, was operationally and ultimately for the benefit of Merrill Lynch rather than CFC 45. Debt service payments received by CFC 45 from the QALICB were passed through to Merrill Lynch in return for which CFC 45 received a servicing fee. The financial statements of CFC 45 are consolidated with those of the Bank and the Company. There were two notes for CFC 45. Note A was in the amount of $ 9.9 million with a fixed interest rate of 5.2 % per annum. Note B was in the amount of $ 4.1 million with a fixed interest rate of 0.24 % per annum. Quarterly interest only payments commenced in March 2016 and continued through March 2023 for Notes A and B. These notes were paid off during January 2024. NOTE 7 – Fair Value (as Restated) Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an ordinary transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values: 17 Table of Contents Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. The Company used the following methods and significant assumptions to estimate fair value: The fair values of securities available-for-sale are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a mathematical technique to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs). The fair value of loans that are collateral dependent is generally based upon the fair value of the collateral, which is obtained from recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Collateral dependent loans are evaluated on a quarterly basis for additional required calculation adjustments (taken as part of the ACL) and adjusted accordingly. Appraisals for collateral-dependent loans and assets acquired through or by transfer of in lieu of foreclosure are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, an independent third-party licensed appraiser reviews the appraisals for accuracy and reasonableness, reviewing the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. Assets Measured on a Recurring Basis Assets measured at fair value on a recurring basis are summarized below: Fair Value Measurement Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total (In thousands) At March 31, 2025: Securities available-for-sale: Federal agency mortgage-backed securities $ – $ 52,331 $ – $ 52,331 Federal agency CMOs – 19,255 – 19,255 Federal agency debt – 40,527 – 40,527 Municipal bonds – 4,418 – 4,418 U.S. Treasuries 60,552 – – 60,552 SBA pools – 8,855 – 8,855 At December 31, 2024: Securities available-for-sale: Federal agency mortgage-backed securities $ – $ 53,029 $ – $ 53,029 Federal agency CMOs – 20,058 – 20,058 Federal agency debt – 40,034 – 40,034 Municipal bonds – 4,388 – 4,388 U.S. Treasuries 77,190 – – 77,190 SBA pools – 9,163 – 9,163 There were no transfers between Level 1, Level 2, or Level 3 during the three months ended March 31, 2025 and 2024. 18 Table of Contents Assets Measured on a Nonrecurring Basis The Company measures certain assets at fair value on a nonrecurring basis and the following is a general description of the methods used to value such assets. Loans: The fair value of individually evaluated loans is estimated using one of several methods, including the collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows. Those individually evaluated loans not requiring a specific allowance represent loans for which the fair value of expected repayments or collateral exceed the recorded investment in such loans. As of March 31, 2025, substantially all of the Company’s individually evaluated loans were evaluated based upon the fair value of the collateral. In accordance with ASC Topic 820, individually evaluated loans where an allowance is established based on the fair value of collateral, i.e., those that are collateral dependent, require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the loan as nonrecurring Level 3. The table below presents assets measured at fair value on a nonrecurring basis. As of December 31, 2024, the Company did no t have any assets or liabilities carried at fair value on a nonrecurring basis. Fair Value Measurement Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total (In thousands) At March 31, 2025 : Individually evaluated loans: Real estate: Multi-family $ – $ – $ 4,110 $ 4,110 Commercial real estate – – 1,768 1,768 SBA loans – – 35 35 Fair Values of Financial Instruments The following tables present the carrying amount, fair value, and level within the fair value hierarchy of the Company’s financial instruments as of March 31, 2025 and December 31, 2024. Fair Value Measurements at March 31, 2025 Carrying Value Level 1 Level 2 Level 3 Total (In thousands) Financial Assets: Cash and cash equivalents $ 15,794 $ 15,794 $ – $ – $ 15,794 Securities available-for-sale 185,938 60,552 125,386 – 185,938 Loans receivable held for investment 991,587 – – 964,977 964,977 Accrued interest receivable 5,624 399 453 4,772 5,624 Financial Liabilities: Non interest bearing deposits $ 94,588 $ – $ 94,588 $ – $ 94,588 Interest bearing deposits 419,531 – 419,531 – 419,531 Time deposits 262,424 – 261,728 – 261,728 FHLB borrowings 78,000 – 78,000 – 78,000 Secured borrowings 31,256 – 31,256 – 31,256 Securities sold under agreements to repurchase 80,778 – 80,778 – 80,778 Accrued interest payable 1,704 – 1,704 – 1,704 19 Table of Contents Fair Value Measurements at December 31, 2024 Carrying Value Level 1 Level 2 Level 3 Total (In thousands) Financial Assets: Cash and cash equivalents $ 61,365 $ 61,365 $ – $ – $ 61,365 Securities available-for-sale 203,862 77,190 126,672 – 203,862 Loans receivable held for investment 999,956 – – 973,183 973,183 Accrued interest receivable 5,001 5,001 – – 5,001 Bank owned life insurance 3,321 3,321 – – 3,321 Financial Liabilities: Deposits $ 745,399 $ – $ 669,695 $ – $ 669,695 Borrowings 226,888 – 227,150 – 227,150 Securities sold under agreements to repurchase 66,610 – 66,070 – 66,070 Accrued interest payable 1,349 – 1,349 – 1,349 In accordance with ASC 820, the fair value of financial assets and liabilities was measured using an exit price notion. Although the exit price notion represents the value that would be received to sell an asset or paid to transfer a liability, the actual price received for a sale of assets or paid to transfer liabilities could be different from exit price disclosed. NOTE 8 – Stock-based Compensation Prior to June 21, 2023, the Company issued stock-based compensation awards to its directors and officers under the 2018 Long Term Incentive Plan (“LTIP”) which allowed the grant of non-qualified and incentive stock options, stock appreciation rights, full value awards and cash incentive awards. The maximum number of shares available to be awarded under the LTIP was 161,639 shares. On June 21, 2023, stockholders approved an Amendment and Restatement of the 2018 Long Term Incentive Plan (“Amended and Restated LTIP”) which allows the issuance of 487,500 additional shares and brought the number of shares that may be issued under the Amended and Restated LTIP to 649,139 shares. Stock-based compensation is recognized on a straight-line basis over the vesting period. During the three months ended March 31, 2025 and 2024, the Company recorded $ 99 thousand and $ 77 thousand of stock-based compensation expense, respectively. During the three months ended March 31, 2025 and 2024, the Company recorded $ 168 thousand and $ 0 , respectively, of director stock compensation expense, which was determined using the fair value of the stock on the dates of the awards. As of March 31, 2025, 417,863 shares had been awarded under the Amended and Restated LTIP and 231,251 shares were available to be awarded. The following tables present stock award activity during the three months ended March 31, 2025 and 2024: March 31, 2025 (In thousands) Outstanding at the beginning of the period 184,874 Granted during period 111,527 Forfeited during period ( 710 ) Vested during period ( 62,827 ) Outstanding at the end of the period 232,864 March 31, 2024 (In thousands) Outstanding at the beginning of the period 114,531 Granted during period 94,413 Forfeited during period - Vested during period ( 11,834 ) Outstanding at the end of the period 197,110 20 Table of Contents No stock options were granted, exercised or expired during the three months ended March 31, 2025 or 2024. During the three months ended March 31, 2025 and March 31, 2024, no stock options were forfeited. Outstanding Exercisable Number Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Aggregate Intrinsic Value Number Outstanding Weighted Average Exercise Price Aggregate Intrinsic Value 12,500 0.88 years $ 12.96 $ – 12,500 $ 12.96 $ – T he Company did no t record any stock-based compensation expense related to stock options during the three months ended March 31, 2025 or March 31, 2024. NOTE 9 – ESOP Plan Employees participate in an ESOP after attaining certain age and service requirements. During 2022, the ESOP purchased 58,369 shares of the Company’s common stock at an average cost of $ 8.57 per share for a total cost of $ 500 thousand which was funded with a $ 5 million line of credit from the Company. During 2023, the ESOP purchased 369,953 additional shares of the Company’s common stock at an average cost of $ 9.19 per share for a total cost of $ 3.4 million which was funded with the line of credit. Any loans or borrowings under the line of credit will be repaid from the Bank’s discretionary contributions to the ESOP, net of dividends paid, over a period of 20 years. Shares of the Company’s common stock purchased by the ESOP are held in a suspense account until released for allocation to participants. When loan payments are made, shares are allocated to each eligible participant based on the ratio of each such participant’s compensation, as defined in the ESOP, to the total compensation of all eligible plan participants. As the unearned shares are released from the suspense account, the Company recognizes compensation expense equal to the fair value of the ESOP shares during the periods in which they become committed to be released. To the extent that the fair value of the ESOP shares released differs from the cost of such shares, the difference is charged or credited to equity as additional paid-in capital. Dividends on allocated shares increase participant accounts. Dividends on unallocated shares will be used to repay the loan. At the end of employment, participants will receive shares for their vested balance. Compensation expense related to the ESOP was $ 50 thousand and $ 47 thousand for the three months ended March 31, 2025 and 2024, respectively. Shares held by the ESOP were as follows: March 31, 2025 December 31, 2024 (Dollars in thousands) Allocated to participants 157,840 127,804 Committed to be released 7,338 30,036 Suspense shares 421,466 428,804 Total ESOP shares 586,644 586,644 Fair value of unearned shares $ 3,022 $ 2,937 The value of unearned shares, which are reported as Unearned ESOP shares in the equity section of the consolidated statements of financial condition, was $ 4.2 million at both March 31, 2025 and December 31, 2024. NOTE 10 – Regulatory Matters (as Restated) The Bank’s capital requirements are administered by the Office of the Comptroller of the Currency (“OCC”) and involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by the OCC. Failure to meet capital requirements can result in regulatory action. As a result of the Economic Growth, Regulatory Relief, and Consumer Protection Act, the federal banking agencies have developed a “Community Bank Leverage Ratio” (the ratio of a bank’s tier 1 capital to average total consolidated assets) for financial institutions with assets of less than $10 billion. A “qualifying community bank” that exceeds this ratio will be deemed to be in compliance with all other capital and leverage requirements, including the capital requirements to be considered “well capitalized” under Prompt Corrective Action statutes. The federal banking agencies have set the Community Bank Leverage Ratio at 9%. Actual and required capital amounts and ratios as of the dates indicated are presented below: Actual Minimum Required to Be Well Capitalized Under Prompt Corrective Action Provisions Amount Ratio Amount Ratio (Dollars in thousands) March 31 , 2025 : Community Bank Leverage Ratio $ 186,256 14.78 % $ 113,427 9.00 % December 31 , 2024 : Community Bank Leverage Ratio $ 188,827 13.61 % $ 124,879 9.00 % At March 31, 2025, the Company and the Bank met all the capital adequacy requirements to which they were subject. In addition, the Bank was “well capitalized” under the regulatory framework for prompt corrective action. Management believes that no conditions or events have occurred since March 31, 2025 that would materially adversely change the Bank’s capital classifications. From time to time, the Bank may need to raise additional capital to support its further growth and to maintain its “well capitalized” status. 21 Table of Contents NOTE 11 – Income Taxes (as Restated) T he Company and its subsidiary are subject to U.S. federal and state income taxes. Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all, of the deferred tax asset will not be realized. In assessing the realization of deferred tax assets, management evaluated both positive and negative evidence, including any cumulative losses in the current year and the prior two years , the amount of taxes paid in available carry-back years, the forecasts of future income and tax planning strategies. At March 31, 2025, the Company maintained a $ 449 thousand valuation allowance on its deferred tax assets because the number of shares sold in the private placements completed on April 6, 2021 triggered limitations on the use of certain tax attributes under the Section 382 of the federal tax code. The ability to use net operating losses (“NOLs”) to offset future taxable income will be restricted and these NOLs could expire or otherwise be unavailable. In general, under Section 382 of the Code and corresponding provisions of state law, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change NOLs to offset future taxable income. For these purposes, an ownership change generally occurs where the aggregate stock ownership of one or more stockholders or groups of stockholders who owns at least 5% of a corporation’s stock increases its ownership by more than 50 percentage points over its lowest ownership percentage within a specified testing period. The Company recorded an income tax benefit of $ 1.1 million for the first quarter of 2025, compared to an income tax benefit of $ 54 thousand for the first quarter of 2024. The increase in income tax benefit reflected an increase of $ 3.5 million in pre-tax loss between the two periods. The effective tax rate was 28.75 % for the first quarter of 2025, compared to 23.79 % for the first quarter of 2024. 22 Table of Contents NOTE 12 – Concentrations The Bank has a significant concentration of deposits with five customers that accounted for approximately 21 % and 18 % of its deposits as of March 31, 2025 and December 31, 2024, respectively. The Bank a lso h as a significant concentration of short-term borrowings from one customer that accounted for 90 % and 88 % of the outstanding balance of securities sold under agreements to repurchase as of March 31, 2025 and December 31, 2024, respectively. The Company expects to maintain the relationships with these customers for the foreseeable future. NOTE 13 – Restatement of Previously Issued Consolidated Financial Statements The consolidated financial statements for the quarter ended March 31, 2025 have been restated to reflect the correction of misstatements. We have also restated all amounts impacted within the Notes to the consolidated financial statements. The restatement is related to several loan participation agreements originated by City First Bank and sold to other financial institutions. Upon further review of the agreements, it was determined that the transfers did not meet the requirements in ASC 860 to be treated as sales for accounting purposes, and therefore should have been recorded as secured borrowing arrangements. The related adjustment to the consolidated statements of financial condition for treating such transferred interests as secured borrowing arrangements as of March 31, 2025, is to increase “Loans Receivable Held for Investment” by $ 20.4 million to reflect the fact that the transfers did not meet the requirements for sale accounting treatment, and to record a “Secured Borrowing” for the same amounts as a liability. The related adjustments to the consolidated statements of operations and comprehensive income for treating such transferred interests as secured borrowing arrangements for the quarters ended March 31, 2025 and 2024, is to increase both interest and fees on loans receivable and interest on borrowings by $ 427 thousand and $ 415 thousand, respectively. Net income for the quarters ended March 31, 2025 and 2024, is also impacted by the related revisions to the ACL and income taxes, as well as an adjustment to the ACL for a collateral dependent loan. The related consolidated statements of cash flows adjustments for treating such transferred interests as secured borrowing arrangements for the quarters ended March 31, 2025 and 2024, is to adjust “Net change in loans receivable held for investment” and “Proceeds of secured borrowings and “Repayments of secured borrowings” for these amounts. BROADWAY FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Financial Condition (In thousands, except share and per share amounts) March 31, 2025 (Unaudited) As Previously Reported Adjustments As Restated Assets: Cash and due from banks $ 2,040 $ $ 2,040 Interest-bearing deposits in other banks 13,754 13,754 Cash and cash equivalents 15,794 15,794 Securities available-for-sale, at fair value 185,938 185,938 Loans receivable held for investment, net of allowance 971,231 20,356 991,587 Accrued interest receivable 5,624 5,624 Federal Home Loan Bank (“FHLB”) stock 4,616 4,616 Federal Reserve Bank (“FRB”) stock 3,543 3,543 Office properties and equipment, net 8,812 8,812 Bank owned life insurance 3,332 3,332 Deferred tax assets, net 8,103 1,189 9,292 Core deposit intangible, net 1,696 1,696 Goodwill 25,858 25,858 Other assets 3,472 ( 788 ) 2,684 Total assets $ 1,238,019 $ 20,757 $ 1,258,776 Liabilities and equity Liabilities: Deposits $ 776,543 $ $ 776,543 Securities sold under agreements to repurchase 80,778 80,778 FHLB borrowings 78,000 78,000 Secured borrowings 9,415 21,841 31,256 Accrued expenses and other liabilities 8,486 ( 69 ) 8,417 Total liabilities 953,222 21,772 974,994 Non-Cumulative Redeemable Perpetual Preferred stock, Series C 150,000 150,000 Common stock, Class A 64 64 Common stock, Class B 14 14 Common stock, Class C 17 17 Additional paid-in capital 143,169 143,169 Retained earnings 10,303 ( 1,015 ) 9,288 Unearned Employee Stock Ownership Plan (“ESOP”) shares ( 4,152 ) ( 4,152 ) Accumulated other comprehensive loss, net of tax ( 9,508 ) ( 9,508 ) Treasury stock-at cost ( 5,326 ) ( 5,326 ) Total Broadway Financial Corporation and Subsidiary equity 284,581 ( 1,015 ) 283,566 Non-controlling interest 216 216 Total liabilities and equity $ 1,238,019 $ 20,757 $ 1,258,776 23 Table of Contents BROADWAY FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Operations and Comprehensive Income (Loss) (In thousands, except per share amounts) Three Months Ended March 31, 2025 (Unaudited) As Previously Reported Adjustments As Restated Interest income: Interest and fees on loans receivable $ 12,690 $ 427 $ 13,117 Interest on available-for-sale securities 1,208 1,208 Other interest income 476 476 Total interest income 14,374 427 14,801 Interest expense: Interest on deposits 4,199 4,199 Interest on borrowings 2,130 427 2,557 Total interest expense 6,329 427 6,756 Net interest income 8,045 – 8,045 Provision for credit losses 689 1,225 1,914 Net interest income after provision for credit losses 7,356 ( 1,225 ) 6,131 Non-interest income: Service charges 43 43 Grants 25 25 Other 220 220 Total non-interest income 288 288 Non-interest expense: Compensation and benefits 5,284 5,284 Occupancy expense 540 540 Information services 706 706 Professional services 700 700 Advertising and promotional expense 46 46 Supervisory costs 193 193 Corporate insurance 67 67 Amortization of core deposit intangible 79 79 Operational loss 1,943 1,943 Other 639 639 Total non-interest expense 10,197 10,197 Loss before income taxes ( 2,553 ) ( 1,225 ) ( 3,778 ) Income tax benefit ( 692 ) ( 394 ) ( 1,086 ) Net loss $ ( 1,861 ) $ ( 831 ) $ ( 2,692 ) Less: Net loss attributable to non-controlling interest ( 3 ) ( 3 ) Net loss attributable to Broadway Financial Corporation $ ( 1,858 ) $ ( 831 ) $ ( 2,689 ) Less: Preferred stock dividends 750 750 Net loss attributable to common stockholders $ ( 2,608 ) $ ( 831 ) $ ( 3,439 ) Other comprehensive income (loss), net of tax: Unrealized gains (losses) on securities available-for-sale arising during the period $ 2,416 $ $ 2,416 Income tax expense (benefit) 701 701 Other comprehensive income (loss), net of tax 1,715 1,715 Comprehensive loss $ ( 893 ) $ ( 831 ) $ ( 1,724 ) Loss per common share-basic $ ( 0.30 ) $ ( 0.11 ) $ ( 0.39 ) Loss per common share-diluted $ ( 0.30 ) $ ( 0.11 ) $ ( 0.39 ) 24 Table of Contents BROADWAY FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Cash Flows (In thousands) Three Months Ended March 31, 2025 (Unaudited) Three Months Ended March 31, 2024 (Unaudited) As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated Cash flows from operating activities: Net loss $ ( 1,861 ) $ ( 831 ) $ ( 2,692 ) $ ( 183 ) $ 10 $ ( 173 ) Adjustments to reconcile net loss to net cash used in operating activities: Provision for credit losses 689 1,225 1,914 260 ( 13 ) 247 Depreciation 102 102 164 164 Net change of deferred loan origination costs 114 114 137 137 Net accretion of premiums and discounts on available-for-sale securities ( 57 ) ( 57 ) ( 253 ) ( 253 ) Accretion of purchase accounting marks on loans ( 103 ) ( 103 ) ( 32 ) ( 32 ) Amortization of core deposit intangible 79 79 84 84 Director compensation expense 168 168 – – Accretion of premium on FHLB advances – 0 ( 4 ) ( 4 ) Stock-based compensation expense 99 99 77 77 ESOP compensation expense 50 50 47 47 Earnings on bank owned life insurance ( 11 ) ( 11 ) ( 11 ) ( 11 ) Change in assets and liabilities: Net change in deferred taxes – ( 1,113 ) ( 1,113 ) ( 57 ) 3 ( 54 ) Net change in accrued interest receivable ( 623 ) ( 623 ) ( 700 ) ( 700 ) Net change in other assets ( 686 ) 788 102 ( 9,857 ) ( 9,857 ) Net change in accrued expenses and other liabilities ( 2,308 ) ( 69 ) ( 2,377 ) ( 1,336 ) ( 1,336 ) Net cash used in operating activities ( 4,348 ) – ( 4,348 ) ( 11,664 ) – ( 11,664 ) Cash flows from investing activities: Net change in loans receivable held for investment ( 3,070 ) 9,515 6,445 ( 46,405 ) 299 ( 46,106 ) Principal payments on available-for-sale securities 20,396 20,396 23,157 23,157 Purchase of FHLB stock ( 2,684 ) ( 2,684 ) ( 136 ) ( 136 ) Proceeds from redemption of FHLB stock 7,705 7,705 – – Purchase of office properties and equipment ( 15 ) ( 15 ) ( 55 ) ( 55 ) Net cash provided by (used in) investing activities 22,332 9,515 31,847 ( 23,439 ) 299 ( 23,140 ) Cash flows from financing activities: Net change in deposits 31,144 31,144 12,859 12,859 Net change in securities sold under agreements to repurchase 14,168 14,168 ( 1,794 ) ( 1,794 ) Repayment of notes payable – – ( 14,000 ) ( 14,000 ) Cash dividends paid - preferred ( 750 ) ( 750 ) – – Proceeds from secured borrowings 9,415 ( 9,415 ) – – 1,816 1,816 Repayments of secured borrowings – ( 100 ) ( 100 ) – ( 2,115 ) ( 2,115 ) Proceeds from FHLB advances 176,500 176,500 – – Repayments of FHLB advances ( 294,032 ) ( 294,032 ) ( 35 ) ( 35 ) Net cash used in financing activities ( 63,555 ) ( 9,515 ) ( 73,070 ) ( 2,970 ) ( 299 ) ( 3,269 ) Net change in cash and cash equivalents ( 45,571 ) ( 45,571 ) ( 38,073 ) ( 38,073 ) Cash and cash equivalents at beginning of the period 61,365 61,365 105,195 105,195 Cash and cash equivalents at end of the period $ 15,794 $ – $ 15,794 $ 67,122 $ – $ 67,122 Supplemental disclosures of cash flow information: Cash paid for interest $ 5,975 $ 427 $ 6,402 $ 5,913 $ $ 5,913 Cash paid for income taxes – – 48 48 25 Table of Contents BROADWAY FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Changes in Equity (Unaudited) Three Months Ended March 31, 2025 and 2024 Preferred Stock Non- Voting Common Stock Voting Common Stock Non- Voting Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings (As Restated) Unearned ESOP Shares Treasury Stock Non- Controlling Interest Total Equity (As Restated) (In thousands) Balance at December 31, 2024 (As Restated) $ 150,000 $ 63 $ 31 $ 142,902 $ ( 11,223 ) $ 12,727 $ ( 4,201 ) $ ( 5,326 ) $ 219 $ 285,192 Net loss (As Restated) – – – – – ( 2,689 ) – – ( 3 ) ( 2,692 ) Release of unearned ESOP shares – – – 1 – – 49 – – 50 Stock-based compensation expense – 1 – 98 – – – – – 99 Director stock compensation expense – – – 168 – – – – – 168 Dividends declared and paid - preferred – – – – – ( 750 ) – – – ( 750 ) Other comprehensive income, net of tax – – – – 1,715 – – – – 1,715 Balance at March 31, 2025 $ 150,000 $ 64 $ 31 $ 143,169 $ ( 9,508 ) $ 9,288 $ ( 4,152 ) $ ( 5,326 ) $ 216 $ 283,782 Balance at December 31, 2023 (As Restated) $ 150,000 $ 62 $ 31 $ 142,601 $ ( 13,525 ) $ 12,365 $ ( 4,492 ) $ ( 5,326 ) $ 194 $ 281,910 Net loss (As Restated) – – – – – ( 154 ) – – ( 19 ) ( 173 ) Release of unearned ESOP shares – – – ( 25 ) – – 72 – – 47 Stock-based compensation expense – – – 77 – – – – – 77 Other comprehensive loss, net of tax – – – – ( 571 ) – – – – ( 571 ) Balance at March 31, 2024 $ 150,000 $ 62 $ 31 $ 142,653 $ ( 14,096 ) $ 12,211 $ ( 4,420 ) $ ( 5,326 ) $ 175 $ 281,290 26 Table of Contents NOTE 14 – Subsequent Events Operational Loss During the first quarter of 2025, the Company recognized an operational loss of $ 1.9 million due to a fraudulent wire transfer. In August 2025, the Company recovered $ 1.6 million of the $ 1.9 million which will be reflected in the consolidated financial statements of the Company for the quarter ended September 30, 2025. In October 2025, the Company recovered $ 240 thousand which will be reflected in the consolidated financial statements of the Company for the quarter ended December 31, 2025. Goodwill Impairment On October 15, 2025, the Audit Committee of the Board of Directors of Broadway Financial Corporation concluded that, based on its annual impairment analysis, the Company’s goodwill is impaired in accordance with U.S. GAAP. Consequently, the Company recorded a non-cash $ 25.9 million goodwill impairment charge for the quarter ended September 30, 2025. The Company does not expect that this charge will result in future cash expenditures. 27 Table of Contents ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (AS RESTATED) Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Our MD&A should be read in conjunction with the Consolidated Financial Statements and related Notes included in Part I, Item 1 “Financial Statements,” of this Quarterly Report on Form 10-Q/A and our Annual Report on Form 10-K/A for the year ended December 31, 2024. Certain statements herein are forward-looking statements within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the U.S. Securities Act of 1933, as amended that reflect our current views with respect to future events and financial performance. Forward-looking statements typically include words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” “poised,” “optimistic,” “prospects,” “ability,” “looking,” “forward,” “invest,” “grow,” “improve,” “deliver” and other similar expressions. These forward-looking statements are subject to risks and uncertainties, which could cause actual future results to differ materially from historical results or from those anticipated or implied by such statements. Readers should not place undue reliance on these forward-looking statements, which speak only as of their dates or, if no date is provided, then as of the date of this Form 10-Q/A. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law. Critical Accounting Policies and Estimates Critical accounting policies are those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations under different assumptions and conditions. This discussion highlights those accounting policies that management considers critical. All accounting policies are important; therefore, you are encouraged to review each of the policies included in Note 1 “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements in our 2024 Form 10-K/A to gain a better understanding of how our financial performance is measured and reported. Management has identified the Company’s critical accounting policies as follows: Allowance for Credit Losses for Loans The Company accounts for credit losses on loans in accordance with ASC 326, which requires the Company to record an estimate of expected lifetime credit losses for loans at the time of origination or acquisition. The ACL is maintained at a level deemed appropriate by management to provide for expected credit losses in the portfolio as of the date of the consolidated statements of financial condition. Estimating expected credit losses requires management to use relevant forward-looking information, including the use of reasonable and supportable forecasts. The measurement of the ACL is performed by collectively evaluating loans with similar risk characteristics. The Company measures the ACL for each of its loan segments using the weighted-average remaining maturity (“WARM”) method. The weighted average remaining life, including the effect of estimated prepayments, is calculated for each loan pool on a quarterly basis. The Company then estimates a loss rate for each pool using both its own historical loss experience and the historical losses of a group of peer institutions. The Company’s ACL model also includes adjustments for qualitative factors, where appropriate. Certain loans, such as those that are nonperforming or are considered to be collateral dependent, are deemed to no longer possess risk characteristics similar to other loans in the loan portfolio, because the specific attributes and risks associated with the loan have likely become unique as the credit quality of the loan deteriorates. As such, these loans may require individual evaluation to determine an appropriate ACL for the loan. When a loan is individually evaluated, the Company typically measures the expected credit loss for the loan based on a discounted cash flow approach, unless the loan has been deemed collateral dependent in which case the ACL is determined using estimates of the fair value of the underlying collateral, less estimated selling costs. 28 Table of Contents Goodwill The excess of consideration paid over fair value of net assets acquired for acquisitions is recorded as goodwill. Goodwill is not amortized but is tested at least annually for impairment or more frequently if events occur or circumstances change that indicate impairment may exist. A goodwill impairment test is performed by comparing the fair value of the reporting unit with its carrying value. An impairment charge is recorded for the amount by which the carrying amount exceeds the reporting unit’s fair value. A weighted average of both the market and income approaches is used in valuing the reporting unit’s fair value. Weightings are assigned to the approaches regarding fair value and the sensitivity of other weighting scenarios is considered. The market approach incorporates comparable public company information, valuation multiples and consideration of a market control premium along with data related to comparable observed purchase transactions in the financial services industry. The income approach consists of discounting projected future cash flows, which are derived from internal forecasts and economic expectations for the reporting unit. The significant inputs and assumptions for the income approach include a discount rate and projected earnings of the Company in future years for which there is inherent uncertainty. The sensitivity of a range of reasonable discount rates based on the current economic environment is considered. Overview Total assets decreased by $76.1 million at March 31, 2025, compared to December 31, 2024, reflecting decreases in cash and cash equivalents of $45.6 million, securities available-for-sale of $17.9 million, net loans of $8.4 million and FHLB stock of $5.0 million. Loans receivable held for investment, net of the ACL, decreased by $8.4 million to $991.6 million at March 31, 2025, compared to $1.0 billion at December 31, 2024. Deposits increased by $31.1 million, or 4.2%, to $776.5 million at March 31, 2025, from $745.4 million at December 31, 2024. The increase in deposits was attributable to an increase of $53.4 million in certificates of deposit accounts, partially offset of decreases of $9.6 million in Insured Cash Sweep (“ICS”) deposits, $6.5 million in liquid deposits (demand, interest checking, and money market accounts), $3.8 million in Certificate of Deposit Registry Service (“CDARS”) deposits, and $2.4 million in savings deposits. Total borrowings decreased by $103.5 million to $190.0 million at March 31, 2025 , from $293.5 million at December 31, 2024, primarily due to a $117.5 million decrease in FHLB advances, partially offset by a $14.1 million increase in securities sold under agreements to repurchase. For the three months ended March 31, 2025, the Company reported net loss before preferred dividends of $2.7 million compared to net loss of $154 thousand for the three months ended March 31, 2024. Net loss attributable to common stockholders was $3.4 million during the first quarter of 2025 after deducting preferred dividends of $750 thousand, compared to net loss attributable to common stockholders of $154 thousand for the first quarter of 2024. During the first quarter of 2025, net interest income increased by $521 thousand, or 7.0%, to $8.0 million, compared to the first quarter of 2024 . The increase resulted from lower interest expense on borrowings, due to decreases in the average balance and average cost of borrowings, and an increase in interest and fees on loans receivable, due to increases in the average balance and rates. These increases were partially offset by an increase in interest expense on deposits and decreases in interest income on interest-earning deposits and available-for-sale securities. During the first quarter of 2025, non-interest expense increased $2.4 million, or 30.6%, compared to the first quarter of 2024, primarily due to a $1.9 million loss incurred from wire fraud, which will result in a gain if recovered. In addition, compensation and benefits expense increased $1.0 million, which included $122 thousand of severance expense which negatively impacted diluted loss per share by $0.01, partially offset by a $710 thousand decrease in professional services expense. During the first quarter of 2025, the provision for credit losses increased by $1.7 million, from $247 thousand for the first quarter of 2024 to $1.9 million for the first quarter of 2025, primarily due to one new non-accrual loan and required reserves for individually evaluated loans. The Company recorded an income tax benefit of $1.1 million for the first quarter of 2025 and an income tax benefit of $54 thousand for the first quarter of 2024. The increase in tax benefit reflected an increase of $3.5 million in pre-tax loss between the two periods. 29 Table of Contents Results of Operations Net Interest Income Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024 Net interest income before provision for credit losses for the first quarter of 2025 totaled $8.0 million, representing an increase of $521 thousand, or 7.0%, from net interest income before provision for credit losses of $7.5 million for the first quarter of 2024. The increase resulted from a $2.3 million decrease in interest expense on borrowings, due to decreases in the average balance and average cost of borrowings. The Company reduced borrowings to improve the net interest margin and to support capacity for future loan growth. The decrease in interest expense was complemented by a $1.6 million increase in interest and fees on loans receivable, due to an increase in average loan balances and rates. These increases were partially offset by a $1.4 million increase in interest expense on deposits, due to increases in rates and the average balance of deposits, a $1.1 million decrease in interest income on interest-earning deposits due to decreases in rates and the average balance of interest-earning deposits, and an $867 thousand decrease in interest income on available-for-sale securities due to decreases in rates and the average balance of available-for-sale securities. The net interest margin increased to 2.63% for the first quarter of 2025 from 2.21% for the first quarter of 2024, due to an increase in the average rate earned on interest-earnings assets, which increased to 4.84% for the first quarter of 2025 from 4.47% for the first quarter of 2024, and a decrease in the cost of funds, which decreased to 3.06% for the first quarter of 2025 from 3.09% for the first quarter of 2024. The following table sets forth the average balances, average yields and costs, and certain other information for the periods indicated. All average balances are daily average balances. The yields set forth below include the effect of deferred loan fees, and discounts and premiums that are amortized or accreted to interest income or expense. We do not accrue interest on loans on non-accrual status, but the balance of these loans is included in the total average balance of loans receivable, which has the effect of reducing average loan yields. For the Three Months Ended March 31, 2025 March 31, 2024 (Dollars in thousands) Average Balance Interest Average Yield/Cost Average Balance Interest Average Yield/Cost Assets Interest-earning assets: Interest-bearing deposits $ 28,958 $ 312 4.37 % $ 99,103 $ 1,344 5.42 % Securities 196,463 1,208 2.49 % 305,615 2,075 2.72 % Loans receivable (1) 1,003,730 13,117 5.30 % 943,885 11,544 4.89 % FRB and FHLB stock 11,188 164 5.94 % 13,733 245 7.14 % Total interest-earning assets 1,240,339 $ 14,801 4.84 % 1,362,336 $ 15,208 4.47 % Non-interest-earning assets 50,173 52,561 Total assets $ 1,290,512 $ 1,414,897 Liabilities and Stockholders’ Equity Interest-bearing liabilities: Money market deposits $ 119,101 $ 257 0.88 % $ 125,704 $ 1,444 4.59 % Savings deposits 48,712 68 0.57 % 59,056 102 0.69 % Interest checking and other demand deposits 255,647 1,911 3.03 % 227,504 143 0.25 % Certificate accounts 224,317 1,963 3.55 % 163,116 1,110 2.72 % Total deposits 647,777 4,199 2.63 % 575,380 2,799 1.95 % FHLB advances 149,135 1,529 4.16 % 209,299 2,598 4.96 % Bank Term Funding Program borrowing – – – % 100,000 1,203 4.81 % Other borrowings 98,525 1,028 4.23 % 111,521 1,084 3.89 % Total borrowings 247,660 2,557 4.19 % 420,820 4,885 4.64 % Total interest-bearing liabilities 895,437 $ 6,756 3.06 % 996,200 $ 7,684 3.09 % Non-interest-bearing liabilities 108,638 137,035 Stockholders’ equity 286,437 281,662 Total liabilities and stockholders’ equity $ 1,290,512 $ 1,414,897 Net interest rate spread (2) $ 8,045 1.78 % $ 7,524 1.38 % Net interest rate margin (3) 2.63 % 2.21 % Ratio of interest-earning assets to interest-bearing liabilities 138.52 % 136.75 % (1) Amount includes non-accrual loans. (2) Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities. (3) Net interest rate margin represents net interest income as a percentage of average interest-earning assets. 30 Table of Contents Provision for Credit Losses For the three months ended March 31, 2025, the Company recorded a provision for credit losses of $1.9 million, compared to a provision for credit losses of $247 thousand for the three months ended March 31, 2024, primarily due to one new non-accrual loan and required reserves for individually evaluated loans. No loan charge-offs were recorded during the quarters ended March 31, 2025 or 2024. The allowance for credit losses (“ACL ”) increased to $10.3 million as of March 31, 2025, compared to $8.4 million as of December 31, 2024. The Bank had three non-accrual loans at March 31, 2025 with an aggregate unpaid principal balance of $5.1 million. Credit quality remains strong with non-accrual loans as a percentage of total loans at 0.09% and non-performing assets to total assets of 0.07% despite the addition of non-accrual loans. Non-interest Expense Total non-interest expense was $10.2 million for the first quarter of 2025, compared to $7.8 million for the first quarter of 2024, representing an increase of $2.4 million, or 30.6%. The increase was primarily due to a $1.9 million loss incurred from wire fraud, which will result in a gain if recovered. In addition, compensation and benefits expense increased $1.0 million, which included $122 thousand in severance expense, partially offset by a $710 thousand decrease in professional services expense. The increase in compensation and benefits expense was primarily attributable to the addition of full-time employees during 2024 in various production and administrative positions as part of the Bank’s efforts to expand its operational capabilities to grow its balance sheet. The decrease in professional services expense was primarily due to a third-party firm reviewing certain general ledger account reconciliations, as well as other professional services, during the first quarter of 2024. Income Taxes The Company recorded an income tax benefit of $1.1 million for the first quarter of 2025 and income tax benefit of $54 thousand for the first quarter of 2024. The increase in income tax benefit reflected an increase of $3.5 million in pre-tax loss between the two periods. The effective tax rate was 28.75% for the first quarter of 2025, compared to 23.79% for the first quarter of 2024. Financial Condition Total Assets Total assets decreased by $76.1 million at March 31, 2025, compared to December 31, 2024, reflecting decreases in cash and cash equivalents of $45.6 million, securities available-for-sale of $17.9 million, net loans of $8.4 million and FHLB stock of $5.0 million. Securities Available-For-Sale Securities available-for-sale totaled $185.9 million at March 31, 2025, compared to $203.9 million at December 31, 2024. The $17.9 million decrease in securities available-for-sale during the three months ended March 31, 2025 was primarily due to maturities and principal paydowns. 31 Table of Contents The table below presents the carrying amount, weighted average yields and contractual maturities of our securities as of March 31, 2025. The table reflects stated final maturities and does not reflect scheduled principal payments or expected payoffs. March 31, 2025 One Year or Less More Than One Year to Five Years More Than Five Years to Ten Years More Than Ten Years Total Carrying Amount Weighted Average Yield Carrying Amount Weighted Average Yield Carrying Amount Weighted Average Yield Carrying Amount Weighted Average Yield Carrying Amount Weighted Average Yield (Dollars in thousands) Available‑for‑sale: Federal agency mortgage‑backed securities $ 27 0.25 % $ 1,404 1.28 % $ 7,732 1.67 % $ 43,168 2.59 % $ 52,331 2.42 % Federal agency CMO – – 311 0.92 % 9,845 4.10 % 9,099 3.29 % 19,255 3.67 % Federal agency debt 17,462 1.47 % 20,048 1.92 % 3,017 4.85 % – – 40,527 1.94 % Municipal bonds – – 2,964 1.54 % – – 1,454 1.76 % 4,418 1.61 % U.S. Treasuries 60,552 2.50 % – – – – – – 60,552 2.50 % SBA pools – – 1,486 2.61 % – – 7,369 2.48 % 8,855 2.50 % Total $ 78,041 2.27 % $ 26,213 1.87 % $ 20,594 3.30 % $ 61,090 2.66 % $ 185,938 2.46 % Loans Receivable Held for Investment Loans receivable held for investment, net of the ACL, decreased by $8.4 million to $991.6 million at March 31, 2025, compared to $1.0 billion at December 31, 2024. The following table presents loan categories by maturity for the period indicated. Actual repayments historically have, and will likely in the future, differ significantly from contractual maturities because individual borrowers generally have the right to prepay loans, with or without prepayment penalties. March 31, 2025 One Year or Less More Than One Year to Five Years More Than Five Years to 15 Years More Than 15 Years Total (Dollars in thousands) Loans receivable held for investment: Single-family $ 2,533 $ 8,593 $ 4,595 $ 7,673 $ 23,394 Multi-family 16,128 18,051 12,705 584,334 631,218 Commercial real estate 21,992 79,431 40,935 22,354 164,712 Church 835 2,694 5,757 – 9,286 Construction 50,478 41,160 994 – 92,632 Commercial - other 14,990 23,377 37,053 2,064 77,484 SBA loans 54 338 735 – 1,127 Consumer 125 – – – 125 $ 107,135 $ 173,644 $ 102,774 $ 616,425 $ 999,978 Loans maturities after one year with: Fixed rates Single-family $ 8,202 $ 1,570 $ – $ 9,772 Multi-family 14,094 8,487 – 22,581 Commercial real estate 71,854 31,411 – 103,265 Church 2,138 – – 2,138 Construction 8,582 994 – 9,576 Commercial - other 8,377 36,042 – 44,419 SBA loans – – – – Consumer – – – – $ 113,247 $ 78,504 $ – $ 191,751 Variable rates Single-family $ 391 $ 3,025 $ 7,673 $ 11,089 Multi-family 3,957 4,218 584,334 592,509 Commercial real estate 7,577 9,524 22,354 39,455 Church 556 5,757 – 6,313 Construction 32,578 – – 32,578 Commercial - other 15,000 1,011 2,064 18,075 SBA loans 338 735 – 1,073 Consumer – – – – $ 60,397 $ 24,270 $ 616,425 $ 701,092 Total $ 173,644 $ 102,774 $ 616,425 $ 892,843 32 Table of Contents Certain multi-family loans have adjustable-rate features based on the Secured Overnight Financing Rate but are fixed for the first five years. Our experience has shown that these loans typically payoff during the first five years and do not reach the adjustable-rate phase. However, in the current high interest rate environment, we have seen more borrowers maintain their loans instead of paying them off due to interest rate caps which make the adjusted interest rate on their existing loan more desirable than getting a new loan at current interest rates. Multi-family loans in their initial fixed period totaled $593.2 million or 59.3% of our loan portfolio as of March 31, 2025. Allowance for Credit Losses The Company accounts for credit losses on loans in accordance with ASC 326 – Financial Instruments-Credit Losses . ASC 326 requires the Company to recognize estimates for lifetime losses on loans and off-balance sheet loan commitments at the time of origination or acquisition. The recognition of losses at origination or acquisition represents the Company’s best estimate of the lifetime expected credit loss associated with a loan given the facts and circumstances associated with the particular loan and involves the use of significant management judgment and estimates, which are subject to change based on management’s on-going assessment of the credit quality of the loan portfolio and changes in economic forecasts used in the model. The Company uses the WARM method when determining estimates for the ACL for each of its portfolio segments. The weighted average remaining life, including the effect of estimated prepayments, is calculated for each loan pool on a quarterly basis. The Company then estimates a loss rate for each pool using both its own historical loss experience and the historical losses of a group of peer institutions during the period from 2004 through the most recent quarter. Since historical information (such as historical net losses) may not always, by itself, provide a sufficient basis for determining future expected credit losses, the Company periodically considers the need for qualitative adjustments to the ACL. The Company has a credit portfolio review process designed to detect problem loans. Problem loans are typically those of a substandard or worse internal risk grade, and may consist of loans on nonaccrual status, loans that have recently been modified in response to a borrower’s deteriorating financial condition, loans where the likelihood of foreclosure on underlying collateral has increased, collateral dependent loans, and other loans where concern or doubt over the ultimate collectability of all contractual amounts due has become elevated. Such loans may, in the opinion of management, be deemed to no longer possess risk characteristics similar to other loans in the loan portfolio because the specific attributes and risks associated with the loan have likely become unique as the credit quality of the loan deteriorates. As such, these loans may require individual evaluation to determine an appropriate ACL for the loan. When a loan is individually evaluated, the Company typically measures the expected credit loss for the loan based on a discounted cash flow approach, unless the loan has been deemed collateral dependent. The ACL for collateral dependent loans is determined using estimates of the fair value of the underlying collateral, less estimated selling costs. The estimation of the appropriate level of the ACL requires significant judgment by management. Although management uses the best information available to make these estimates, future adjustments to the ACL may be necessary due to economic, operating, regulatory, and other conditions that may extend beyond the Company’s control. Changes in management’s estimates of forecasted net losses could materially change the level of the ACL. Additionally, various regulatory agencies, as an integral part of their examination process, periodically review the Company’s ACL and credit review process. Such agencies may require the Company to recognize additions to the ACL based on judgments different from those of management. For the three months ended March 31, 2025, the Company recorded a provision for credit losses of $1.9 million, compared to a provision for credit losses of $247 thousand for the three months ended March 31, 2024, primarily due to one new non-accrual loan and required reserves for individually evaluated loans. No loan charge-offs were recorded during the quarters ended March 31, 2025 or 2024. The ACL increased to $10.3 million as of March 31, 2025, compared to $8.4 million as of December 31, 2024. The Bank had three non-accrual loans at March 31, 2025 with an unpaid principal balance of $5.1 million. At March 31, 2025, $7.8 million of individually evaluated loans were evaluated based on the estimated fair value of the underlying collateral and one $522 thousand loan was individually evaluated using the remaining life approach. These loans had an associated ACL of $2.2 million as of March 31, 2025. The Company had three individually evaluated loans totaling $5.1 million on nonaccrual status at March 31, 2025. At December 31, 2024, one $264 thousand individually evaluated loan was evaluated based on the estimated fair value of the underlying collateral. This loan had no associated ACL as of December 31, 2024 and was on nonaccrual status. The Bank had non-accrual loans of $5.1 million at March 31, 2025. Loan delinquencies for 30 days or more, but less than 59 days, increased to $5.0 million at March 31, 2025, from $0 at December 31, 2024 and loan delinquencies for 60 days or more, but less than 90 days, decreased to $74 thousand at March 31, 2025, from $270 thousand at December 31, 2024. Loans past due greater than 90 days was $264 thousand at March 31, 2025, compared to $0 at December 31, 2024. 33 Table of Contents We believe that the ACL is adequate to cover currently expected losses in the loan portfolio as of March 31, 2025, but there can be no assurance that actual losses will not exceed the estimated amounts. The OCC and the Federal Deposit Insurance Corporation (“FDIC”) periodically review the ACL as an integral part of their examination process. These agencies may require an increase in the ACL based on their judgments of the information available to them at the time of their examinations. The following table details our allocation of the ACL to the various categories of loans held for investment and the percentage of loans in each category to total loans at the dates indicated: March 31, 2025 December 31, 2024 March 31, 2024 Amount Percent of Loans in Each Category to Total Loans Amount Percent of Loans in Each Category to Total Loans Amount Percent of Loans in Each Category to Total Loans (Dollars in thousands) Single-family $ 193 2.34 % $ 200 2.39 % $ 303 2.98 % Multi‑family 6,061 63.12 % 4,617 63.50 % 4,374 63.01 % Commercial real estate 1,285 16.48 % 1,188 16.23 % 1,175 13.77 % Church 48 0.93 % 54 0.94 % 90 1.30 % Construction 1,395 9.26 % 1,564 9.10 % 1,028 10.32 % Commercial 1,200 7.75 % 730 7.73 % 782 7.33 % SBA loans 78 0.11 % 11 0.11 % 52 1.29 % Consumer – 0.01 % – – – – Total allowance for loan losses $ 10,260 100.00 % $ 8,364 100.00 % $ 7,804 100.00 % Total Liabilities Total liabilities decreased by $74.7 million to $975.0 million at March 31, 2025 from December 31, 2024, primarily due to a decrease of $117.6 million in borrowings, partially offset by a $31.1 million increase in deposits and a $14.2 million increase in securities sold under agreements to repurchase. Deposits Deposits increased by $31.1 million, or 4.2%, to $776.5 million at March 31, 2025, from $745.4 million at December 31, 2024. The increase in deposits was attributable to an increase of $53.4 million in certificates of deposit accounts, partially offset of decreases of $9.6 million in Insured Cash Sweep (“ICS”) deposits (ICS deposits are the Bank’s money market deposit accounts in excess of FDIC insured limits whereby the Bank makes reciprocal arrangements for insurance with other banks) , $6.5 million in liquid deposits (demand, interest checking, and money market accounts), $3.8 million in Certificate of Deposit Registry Service (“CDARS”) deposits (CDARS deposits are similar to ICS deposits, but involve certificates of deposit, instead of money market accounts), and $2.4 million in savings deposits. As of March 31, 2025, our uninsured deposits, including deposits from City First Bank and other affiliates, represented 34% of our total deposits, compared to 32% as of December 31, 2024. We leverage our long-standing partnership with IntraFi Deposit Solutions to offer deposit insurance for accounts exceeding the FDIC deposit insurance limit of $250,000. The following table presents the maturity of time deposits as of the dates indicated: Three Months or Less Three to Six Months Six Months to One Year Over One Year Total (In thousands) March 31, 2025 Time deposits of $250,000 or less $ 44,262 $ 46,305 $ 91,894 $ 3,948 $ 186,409 Time deposits of more than $250,000 12,359 45,976 10,206 7,474 76,015 Total $ 56,621 $ 92,281 $ 102,100 $ 11,422 $ 262,424 Not covered by deposit insurance $ 9,109 $ 40,726 $ 7,956 $ 6,473 $ 64,264 December 31, 2024 Time deposits of $250,000 or less $ 46,350 $ 37,239 $ 92,028 $ 4,060 $ 179,677 Time deposits of more than $250,000 3,149 5,712 16,864 7,437 33,162 Total $ 49,499 $ 42,951 $ 108,892 $ 11,497 $ 212,839 Not covered by deposit insurance $ 1,399 $ 3,212 $ 12,363 $ 6,437 $ 23,411 34 Table of Contents Borrowings The Company enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities. Under these arrangements, the Company may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Company to repurchase the assets. As a result, these repurchase agreements are accounted for as collateralized financing agreements (i.e., secured borrowings) and not as a sale and subsequent repurchase of securities. The obligation to repurchase the securities is reflected as a liability in the Company’s consolidated statements of financial condition, while the securities underlying the repurchase agreements remain in the respective investment securities asset accounts. In other words, there is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities. These agreements mature on a daily basis. As of March 31, 2025 securities sold under agreements to repurchase totaled $80.8 million at an average rate of 3.63%. The fair value of securities pledged totaled $78.6 million as of March 31, 2025. As of December 31, 2024, securities sold under agreements to repurchase totaled $66.6 million at an average rate of 3.62%. The fair value of securities pledged totaled $83.3 million as of December 31, 2024. At March 31, 2025 and December 31, 2024, the Company had outstanding advances from the FHLB totaling $78.0 million and $195.5 million, respectively. The weighted average interest rate was 4.45% and 4.03% as of March 31, 2025 and December 31, 2024, respectively. The weighted average contractual maturity was less than one month as of both March 31, 2025 and December 31, 2024. The advances were collateralized by loans with an unpaid balance of $521.4 million and pledged securities with a balance of $94.5 million at March 31, 2025 and collateralized by loans with an unpaid balance of $521.7 million at December 31, 2024. The Company is currently approved by the FHLB of Atlanta to borrow up to 25% of total assets to the extent the Company provides qualifying collateral and holds sufficient FHLB stock. Based on collateral pledged and FHLB stock held, the Company was eligible to borrow an additional $279.5 million as of March 31, 2025. The Company has secured borrowings associated with participation loan transactions of $31.3 million and $31.4 million as of March 31, 2025 and December 31, 2024, respectively. One relationship accounted for 90% of our balance of securities sold under agreements to repurchase as of March 31, 2025. We expect to maintain this relationship for the foreseeable future. On December 27, 2023, the Company borrowed $100.0 million from the Federal Reserve under the BTFP. This borrowing was paid off in December 2024. The interest rate on this borrowing was fixed at 4.84% and the borrowing matured on December 29, 2024. Investment securities with a book value of $107.3 million and a fair value of $98.3 million were pledged as collateral for this borrowing as of December 31, 2023. In connection with the New Market Tax Credit activities of the Bank, CFC 45 is a partnership whose members include CFNMA and City First New Markets Fund II, LLC. This community development entity acts in effect as a pass-through for a Merrill Lynch allocation totaling $14.0 million that needed to be deployed. In December 2015, Merrill Lynch made a $14.0 million non-recourse loan to CFC 45, whereby CFC 45 passed that loan through to a Qualified Active Low-Income Business (“QALICB”). The loan to the QALICB was secured by a Leasehold Deed of Trust that, due to the pass-through, non-recourse structure, was operationally and ultimately for the benefit of Merrill Lynch rather than CFC 45. Debt service payments received by CFC 45 from the QALICB were passed through to Merrill Lynch in return for which CFC 45 received a servicing fee. The financial statements of CFC 45 are consolidated with those of the Bank and the Company. Stockholders’ Equity Stockholders’ equity was $283.6 million, or 22.5%, of the Company’s total assets, at March 31, 2025, compared to $285.0 million, or 21.4% of the Company’s total assets at December 31, 2024. Stockholders’ equity decreased primarily due to a net loss for the first quarter of 2025 of $2.7 million and dividends paid to preferred shareholders of $750 thousand , partially offset by a $1.7 million increase in accumulated other comprehensive loss, net of tax. Book value per share was $14.47 at March 31, 2025 and $14.80 at December 31, 2024. Capital ratios remain strong with a Community Bank Leverage Ratio of 14.78% at March 31, 2025 compared to 13.61% at December 31, 2024. On March 26, 2024, the Company issued 94,413 shares of restricted stock to its officers and employees under the Amended and Restated LTIP. Each restricted stock award was valued based on the fair value of the stock on the date of the award. All the shares issued to officers and employees vest over periods ranging from 36 months to 60 months. On April 5, 2024, the Company issued 31,645 shares of restricted stock to an officer under the Amended LTIP. 35 Table of Contents During May of 2024 and March of 2025, the Company issued 19,832 and 23,232 shares of stock, respectively, to its directors under the LTIP and Amended LIP, which were fully vested. On March 24, 2025, the Company issued 88,295 shares of restricted stock to its officers and employees under the Amended and Restated LTIP. Each restricted stock award was valued based on the fair value of the stock on the date of the award. All the shares issued to officers and employees vest over periods ranging from 36 months to 60 months. Tangible book value per common share is a non-GAAP measurement that excludes goodwill and the net unamortized core deposit intangible asset, which were both originally recorded in connection with the CFBanc merger. The Company uses this non-GAAP financial measure to provide supplemental information regarding the Company’s financial condition and operational performance. A reconciliation between common book value and tangible book value per common share is shown as follows: Common Equity Capital Shares Outstanding Per Share Amount (Dollars in thousands) March 31, 2025: Common book value $ 133,566 9,231,180 $ 14.47 Less: Goodwill 25,858 Net unamortized core deposit intangible 1,696 Tangible book value $ 106,012 9,231,180 $ 11.48 December 31, 2024: Common book value $ 134,973 9,120,363 $ 14.80 Less: Goodwill 25,858 Net unamortized core deposit intangible 1,775 Tangible book value $ 107,340 9,120,363 $ 11.77 Liquidity The objective of liquidity management is to ensure that we have the continuing ability to fund operations and meet our obligations on a timely and cost-effective basis. The Bank’s sources of funds include deposits, advances from the FHLB and other borrowings (securities sold under agreements to repurchase and secured borrowings), proceeds from the sale of loans and investment securities, and payments of principal and interest on loans and investment securities. The Bank is currently approved by the FHLB of Atlanta to borrow up to 25% of total assets to the extent the Bank provides qualifying collateral and holds sufficient FHLB stock. Based on FHLB stock held and collateral pledged as of March 31, 2025, the Bank had the ability to borrow an additional $279.5 million from the FHLB of Atlanta. In addition, the Bank had additional lines of credit of $10.0 million with other financial institutions as of March 31, 2025. The Bank’s primary uses of funds include originations of loans, withdrawals of and interest payments on deposits, purchases of investment securities, and the payment of operating expenses. Also, when the Bank has more funds than required for reserve requirements or short-term liquidity needs, the Bank invests in federal funds with the Federal Reserve Bank or in money market accounts with other financial institutions. The Bank’s liquid assets at March 31, 2025 consisted of $15.8 million in cash and cash equivalents and $462 thousand in securities available-for-sale that were not pledged, compared to $61.4 million in cash and cash equivalents and $17.6 million in securities available-for-sale that were not pledged at December 31, 2024. Currently, we believe the Bank has sufficient liquidity to support growth over the next twelve months and in the longer term. The Bank had commitments to fund $1.3 million in loans that were approved but unfunded as of March 31, 2025. In addition, the bank had $3.9 million in unfunded line of credit loans and $40.0 million in unfunded construction loans as of March 31, 2025. The Bank has a significant concentration of deposits with five customers that accounted for approximately 21% of its deposits as of March 31, 2025. The Bank also has a significant concentration of short-term borrowings with one customer that accounted for 90% of the outstanding balance of securities sold under agreements to repurchase as of March 31, 2025. The Bank has long-term relationships with these customers and expects to maintain its relationships with them for the foreseeable future. 36 Table of Contents The Company’s liquidity, separate from the Bank, is based primarily on the proceeds from financing transactions, such as the private placement completed in June of 2022 and previous private placements. The Bank is currently under no prohibition from paying dividends to the Company but is subject to restrictions as to the amount of the dividends based on normal regulatory guidelines. The Company recorded consolidated net cash inflows from investing activities of $31.8 million during the three months ended March 31, 2025, compared to net cash outflows from investing activities of $23.2 million during the three months ended March 31, 2024. Net cash inflows from investing activities for the three months ended March 31, 2025 were primarily due to principal paydowns on available-for-sale securities of $20.4 million and proceeds from the redemption of FHLB stock of $7.7 million. Net cash outflows from investing activities during the three months ended March 31, 2024 were primarily due to funding of new loans, net of repayments, of $46.1 million, partially offset by $23.2 million in proceeds from principal paydowns on available-for-sale securities. The Company recorded consolidated net cash outflows from financing activities of $73.1 million during the three months ended March 31, 2025, compared to consolidated net cash outflows of $3.3 million during the three months ended March 31, 2024. Net cash outflows from financing activities during the three months ended March 31, 2025 were primarily due to repayments of FHLB advances of $294.0 million, partially offset by proceeds from FHLB advances of $176.5 million, a net increase in deposits of $31.1 million and a net increase in securities sold under agreements to repurchase. Net cash outflows from financing activities during the three months ended March 31, 2024 were primarily attributable to the repayment of a note of $14.0 million, partially offset by a net increase in deposits of $12.9 million. Capital Resources and Regulatory Capital The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary, actions by the regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk-weightings, and other factors. As of March 31, 2025 and December 31, 2024, the Bank exceeded all capital adequacy requirements to which it is subject and meets the qualifications to be considered “well capitalized.” (See Note 10 – Regulatory Matters.) ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not Applicable Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of March 31, 2025 was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and other members of the Company’s senior management. Based on the evaluation, management identified material weaknesses related to the Company’s internal control over financial reporting and, as a result, concluded that the Company’s disclosure controls and procedures were ineffective as of March 31, 2025. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements would not be prevented or detected on a timely basis. Subsequent to the original filing of the Form 10-Q and as discussed within the Explanation Note, on October 15, 2025, the Company’s management, with oversight of the Audit Committee of the Company, concluded that the Company’s unaudited interim consolidated financial statements for the quarter ended March 31, 2025, contained errors that required restatement related to participation loans that should be treated as secured borrowings rather than sold loans. In addition, the Company discovered that an appraisal had been received for a collateral dependent loan prior to the date that the financial statements were available to be issued. Had this appraisal been considered in estimating the value of the collateral and the expected credit losses on the loan, the allowance for credit losses would have been misstated as of March 31, 2025. Management identified the following material weaknesses in the Company’s internal control over financial reporting: The Company did not maintain effective components of the COSO framework in the areas of control activities, information and communication process and monitoring activities that contributed to the following material weaknesses: • The ineffective design of the management review control relating to the evaluation of the accounting for loan participations sold in accordance with generally accepted accounting principles, including the assignment of personnel with appropriate levels of knowledge, experience and training. • The Company did not have controls in place to identify unusual or infrequent equity-related contracts entered into which could have a material impact on accounting and financial reporting. • The Company did not maintain controls to consider subsequent appraisals for collateral dependent loans. Remediation Plans In response to the identified material weaknesses, the Company’s management, with the oversight of the Audit Committee of our Board of Directors, has begun to dedicate significant resources, including additional employee training, toward efforts to improve our internal control over financial reporting. Management is actively engaged in the planning for, and implementation of, remediation efforts to address the material weaknesses. • Implementation of additional control procedures, including redesigning and enhancing control activities related to preparation and review of existing and new loan participation agreements, and any amendments thereto, • Thorough discussion and review of all new unusual or infrequent equity-related contracts each quarter with documentation of accounting treatment and disclosure with respect to such transactions that could have a potential impact on the Company’s financial statements, and • An enhancement of the controls over the allowance for credit losses at each quarter end to evaluate that all appraisals for collateral dependent loans that are received prior to the date that the financial statements are issued have been evaluated by management and considered in the estimate of the allowance for credit losses. Changes in Internal Control over Financial Reporting There have been no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the three months ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 37 Table of Contents PART II. OTHER INFORMATION Item 1. LEGAL PROCEEDINGS None Item 1A. RISK FACTORS Management is not aware of any material changes to the risk factors that appeared under “Part I, Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2024, as amended, other than those additional risks described below. You should carefully consider such risks and the other information in this Quarterly Report on Form 10-Q/A, any of which could materially and adversely affect the Company’s business, financial condition, results of operations and stock price. The risks described in this Quarterly Report on Form 10-Q/A and in the Annual Report on Form 10-K/A are not the only risks facing the Company. Additional risks and uncertainties not presently known to management or that management presently believes not to be material may also result in material and adverse effects on the Company’s business, financial condition, and results of operations. The Company has identified material weaknesses in its internal control over financial reporting. As disclosed in “Part I - Item 4. Controls and Procedures,” of this Quarterly Report on Form 10-Q/A, management has identified material weaknesses in the Company’s internal control over financial reporting. As a result, management concluded that the Company’s internal control over financial reporting and disclosure controls and procedures were not effective as of March 31, 2025. The Company is working to remediate the material weakness. However, there can be no assurance that these remediation efforts will be successful. In addition, these remediation efforts may place a burden on management and may result in additional expenses. The Company cannot assure that additional significant deficiencies or material weaknesses in its internal control over financial reporting will not be identified in the future. Any failure to maintain or implement required new or improved controls, or any difficulties the Company experiences in their implementation, could result in additional material weaknesses, cause the Company to fail to meet its periodic SEC reporting obligations or result in material misstatements to its financial statements in future periods, any of which could cause investors or customers to lose confidence in the Company’s reported financial information, a decline in the trading price of the Company’s common stock or a delisting of the Company’s common stock from the Nasdaq Stock Market. The Company may not qualify to repurchase its Series C Preferred Stock on favorable terms. On June 7, 2022, the Company sold shares of its Series C Preferred Stock to the U.S. Treasury for the purchase price of $150 million under the Emergency Capital Investment Program, or “ECIP.” Under the ECIP program, the Treasury invested in depository institutions that are Community Development Financial Institutions or minority depository institutions (“MDIs”) to encourage lending to small businesses, minority-owned businesses and consumers in low-income and underserved communities. 38 Table of Contents Under terms of an ECIP Securities Purchase Option Agreement by between the Company and Treasury, if the Company meets certain conditions, the Company or the Company’s qualifying designee may repurchase the Series C Preferred Stock, potentially at a substantial discount (the “Repurchase Option”). To be eligible to exercise the Repurchase Option, the Company must, among other things, meet certain thresholds for “deep impact lending” or “qualified lending” (as defined in the ECIP’s guidelines), comply with the ECIP agreements and rules, continue to qualify as an MDI, and be “well-capitalized” under federal Prompt Corrective Action guidelines. The earliest possible date by which the Company could exercise the repurchase options (assuming it meets all required conditions) is June 30, 2028. There can be no assurance that the Company will ever satisfy the lending and other requirements necessary to exercise the Repurchase Option. Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None Item 3. DEFAULTS UPON SENIOR SECURITIES None Item 4. MINE SAFETY DISCLOSURES Not Applicable Item 5. OTHER INFORMATION None Item 6. EXHIBITS Exhibit Number* 3.1 Amended and Restated Certificate of Incorporation of Registrant effective as of April 1, 2021 (Exhibit 3.1 to Form 8-K filed by Registrant on April 5, 2021) 3.2 Certificate of Amendment to Certificate of Incorporation of Registrant (Exhibit 3.1 to Form 8-K filed by Registrant on November 1, 2023) 3.3 Bylaws of Registrant (Exhibit 3.2 to Form 8-K filed by Registrant on August 24, 2020) 3.4 Certificate of Designations of Senior Non-Cumulative Perpetual Preferred Stock, Series C (Exhibit 3.1 to Form 8-K filed by Registrant on June 8, 2022) 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definitions Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) * Exhibits followed by a parenthetical reference are incorporated by reference herein from the document filed by the Registrant with the SEC described therein. Except as otherwise indicated, the SEC File No. for each incorporated document is 000-27464. ** Management contract or compensatory plan or arrangement. 39 Table of Contents SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: December 31, 2025 By: /s/ Brian Argrett Brian Argrett Chief Executive Officer Date: December 31, 2025 By: /s/ Zack Ibrahim Zack Ibrahim Chief Financial Officer 40