Item 9A. Controls and Procedures
ITEM 9A.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of December 31, 2025, an evaluation was performed under the supervision of the Company’s Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”)
of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s PEO and PFO concluded that the Company’s disclosure controls and procedures were not effective as of
December 31, 2025 due to material weaknesses in the Company’s internal control over financial reporting, as further described below.
Management’s Annual Report on Internal Control Over Financial Reporting
The management of Broadway Financial Corporation is responsible for establishing and
maintaining adequate internal control over financial reporting for the Company as defined in Rule 13a 15(f) under the Exchange Act. This system, which management has chosen to base on the criteria for effective internal control over financial
reporting established in “Internal Control — Integrated Framework (2013),” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and which is effected by the Company’s Board of Directors, management and other
personnel, is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the Directors of the Company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or
detect misstatements. Further, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time.
With the participation of the Company’s PEO and PFO, management has conducted an evaluation of the effectiveness of the Company’s system of internal
control over financial reporting. Based on this evaluation, management determined that the Company’s system of internal control over financial reporting was not effective as of December 31, 2025, due to the material weaknesses described below.
A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
The following material weaknesses were identified:
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 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.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.
Remediation Plan for Material Weaknesses
In response to the identified material weaknesses, our 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.
38
Table of Contents
•
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.
Additional time is required to complete the design and test the operating effectiveness of the applicable controls to demonstrate the effectiveness of
the remediation efforts. The material weaknesses cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating
effectively.
Remediation of Previously Identified Material Weakness
Management has concluded that the material weakness in internal control over financial reporting related to the accounting for loan participations
initially described in Part II, Item 9A “Controls and Procedures,” of our Annual Report on Form 10-K/A for the Year Ended December 31, 2024 (the “2024 Form 10-K/A”) has been remediated as of December 31, 2025. The Company has implemented additional
control procedures, including redesigning and enhancing control activities related to preparation and review of existing and new loan participation agreements. Management has evaluated these enhanced controls and has concluded they were designed
and implemented and are operating effectively.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
that occurred during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives as specified above. Management does
not expect, however, that our disclosure controls and procedures will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions, and can provide only reasonable, not
absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the
Company have been detected.
ITEM 9B.
OTHER INFORMATION
None .
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
39
Table of Contents
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item 10 is incorporated herein by reference to the definitive Proxy Statement, under the captions “Election of Directors,”
“Executive Officers,” “Code of Ethics,” “Insider Trading Policy” and, if applicable, “Delinquent Section 16(a) Reports,” that will be filed with the SEC in connection with the Company’s 2026 Annual Meeting of Stockholders (the “Company’s Proxy
Statement”).
ITEM 11.
EXECUTIVE COMPENSATION
The information required by this Item 11 is incorporated herein by reference to the Company’s Proxy Statement, under the captions “Executive Compensation”
and “Director Compensation.”
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item 12 is incorporated herein by reference to the Company’s Proxy Statement, under the caption “Security Ownership of
Certain Beneficial Owners and Management.”
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item 13 is incorporated herein by reference to the Company’s Proxy Statement, under the captions “Certain Relationships and
Related Transactions” and “Election of Directors.”
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item 14 is incorporated herein by reference to the Company’s Proxy Statement, under the caption “Ratification on An Advisory
(Non-Binding) Basis of the Appointment of Independent Registered Public Accounting Firm.”
PART IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
1. See Index to Consolidated Financial Statements.
2. Financial Statement Schedules have been omitted because they are not applicable or the required information is shown in the Consolidated
Financial Statements or Notes thereto included under Item 8, “Financial Statements and Supplementary Data.”
(b)
List of Exhibits
Exhibit
Number*
3.1
Amended and Restated Certificate of Incorporation of Registrant (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 the 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 for the Series B Junior Participating Preferred Stock (Exhibit 3.1 to Form 8-K filed by Registrant on September 11, 2019)
3.5
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)
3.6
ECIP Securities Purchase Option Agreement, dated January 14, 2025, by and between Broadway Financial Corporation and the United States Department of the Treasury (Exhibit 3.6 to Form 10-K/A filed by
Registrant on December 23, 2025)
4.1
Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Exhibit 4.1 to Form 10-K filed by Registrant on April 15, 2022)
4.2
Rights Agreement, dated as of September 10, 2019, entered between Broadway Financial Corporation and Computershare Trust Company, N.A., as rights agent (Exhibit 4.1 to Form 8-K filed by Registrant on
September 11, 2019)
40
Table of Contents
4.3
Amendment to Rights Agreement, dated as of August 25, 2020, entered between Broadway Financial Corporation and Computershare Trust Company, N.A. (Exhibit 4.1 to Form 8-K file by Registrant on August 26, 2020)
4.4
Registration Rights Agreement (Exhibit 10.2 to Form 8-K filed by Registrant on June 8, 2022)
10.1**
Broadway Federal Bank Employee Stock Ownership Plan (Exhibit 10.1 to Form 10‑K filed by Registrant on March 28, 2016)
10.2**
Amended and Restated Broadway Financial Corporation 2008 Long Term Incentive Plan (Exhibit 10.3 to Form 10‑Q filed by Registrant on August 12, 2016)
10.3**
Amended Form of Award Agreement for stock options granted pursuant to Amended and Restated Broadway Financial Corporation 2008 Long‑Term Incentive Plan (Exhibit 10.1 to Form 10‑Q filed by Registrant on August
12, 2016)
10.4**
Broadway Financial Corporation Amended and Restated 2018 Long‑Term Incentive Plan (Exhibit 10.4 to Form 10-K filed by Registrant on May 20, 2024)
10.5**
Form of Award Agreement for restricted stock granted pursuant to Broadway Financial Corporation Amended and Restated 2018 Long‑Term Incentive Plan (Exhibit 10.5 to Form 10-K filed by Registrant on May 20,
2024)
10.6**
Employment Agreement, dated as of May 1, 2017, for Brenda J. Battey (Exhibit 10.11 to Form 10-K filed by Registrant on March 29, 2019)
10.7**
Amendment to Employment Agreement for Brenda J. Battey, dated as of January 14, 2020 (Exhibit 10.1 to form 8-K filed by Registrant on January 14, 2021)
10.8**
Employment Agreement, dated as of May 1, 2017, for Ruth McCloud (Exhibit 10.13 to Form 10-K filed by Registrant on March 29, 2019)
10.9**
Amendment to Employment Agreement for Ruth McCloud, dated as of January 14, 2020 (Exhibit 10.3 to form 8-K filed by Registrant on January 14, 2021)
10.10**
Broadway Federal Bank Incentive Compensation Plan (Exhibit 10.14 to Form 10-K filed by the Registrant on March 31, 2021)
10.11**
Employment Agreement, dated and effective as of November 17, 2021, between Registrant and Brian E. Argrett (Exhibit 10.1 to Form 8-K filed by Registrant on November 18, 2021)
10.12
Stock Purchase Agreement, dated as of December 21, 2016, entered between First Republic Bank and Registrant (Exhibit 10.8 to Form 10‑K filed by Registrant on March 27, 2017)
10.13
ESOP Loan Agreement and ESOP Pledge Agreement, each dated as of December 19, 2016, entered into between Registrant and Miguel Paredes, as trustee for the Broadway Federal Bank, f.s.b., Employee Stock
Ownership Plan Trust, and related Promissory Note, dated as of December 19, 2016 (Exhibit 10.12 to Form 10‑K filed by Registrant on March 27, 2017)
10.14
Stock Purchase Agreement, dated as of November 23, 2020, entered between Banc of America Strategic Investments Corporation and Registrant (Exhibit 10.15 to Registration Statement on S-4 filed by Registrant on
January 19, 2021)
10.15
Stock Purchase Agreement, dated as of November 23, 2020, entered between Cedars-Sinai Medical Center and Registrant (Exhibit 10.14 to Registration Statement on S-4 filed by Registrant on January 19, 2021)
10.16
Stock Purchase Agreement, dated as of November 24, 2020, entered between Wells Fargo Central Pacific Holdings, Inc. and Registrant (Exhibit 10.16 to Registration Statement on S-4 filed by Registrant on
January 19, 2021)
10.17
Stock Purchase Agreement, dated as of February 19, 2021, entered between Ally Ventures, a business unit of Ally Financial Inc., and Registrant (Exhibit 10.24 to Form 10-K filed by Registrant on March 31,
2021)
10.18
Stock Purchase Agreement, dated as of February 19, 2021, entered between Banner Bank and Registrant (Exhibit 10.25 to Form 10-K filed by Registrant on March 31, 2021)
10.19
Stock Purchase Agreement, dated as of February 19, 2021, entered between Citicorp Banking Corporation and Registrant (Exhibit 10.26 to Form 10-K filed by Registrant on March 31, 2021)
10.20
Stock Purchase Agreement, dated as of February 19, 2021, entered between First Republic Bank and Registrant (Exhibit 10.8 to Form 10‑K filed by Registrant on March 31, 2021)
10.21
Stock Purchase Agreement, dated as of February 19, 2021, entered between Gerald I. White and Registrant (Exhibit 10.28 to Form 10-K filed by Registrant on March 31, 2021)
10.22
Stock Purchase Agreement, dated as of February 19, 2021, entered between Gerald I. White, in his capacity as the trustee for the Grace & White, Inc. Profit Sharing Plan, and Registrant (Exhibit 10.29 to
Form 10-K filed by Registrant on March 31, 2021)
10.23
Stock Purchase Agreement, dated as of February 19, 2021, entered between Registrant and Butterfield Trust (Bermuda) Limited as trustee of each of the following: The Lorraine Grace Will Trust, The Anne Grace
Kelly Trust 99, The Gwendolyn Grace Trust 99, The Lorraine L. Grace Trust 99, and The Ruth Grace Jervis Millennium Trust (Exhibit 10.30 to Form 10-K filed by Registrant on March 31, 2021)
10.24
Stock Purchase Agreement, dated as of February 19, 2021, entered between Texas Capital Community Development Corporation and Registrant (Exhibit 10.31 to Form 10-K filed by Registrant on March 31, 2021)
10.25
Stock Purchase Agreement, dated as of February 20, 2021, entered between J.P. Morgan Chase Community Development Corporation and Registrant (Exhibit 10.32 to Form 10-K filed by Registrant on March 31, 2021)
41
Table of Contents
10.26
Letter Agreement and Securities Purchase Agreement, dated June 7, 2022 (Exhibit 10.1 to Form 8-K filed by Registrant on June 8, 2022)
19.1
Insider Trading Policy (Exhibit 19.1 to Form 10-K filed by Registrant on March 31, 2025)
21.1
List of Subsidiaries
23.1
Consent of Crowe LLP
23.2
Consent of Baker Tilly US, LLP
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
97.1
Compensation Clawback Policy (Exhibit 97.1 to Form 10S-K filed by Registrant on May 20, 2024)
101.INS
Inline XBRL Instance 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
The cover page from this Annual Report on Form 10-K, formatted in Inline XBRL (included as Exhibit 101).
**
Management contract or compensatory plan or arrangement.
ITEM 16.
FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BROADWAY FINANCIAL CORPORATION
By:
/s/ BRIAN ARGRETT
Brian Argrett
Chief Executive Officer
Date:
March 31, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
/s/ BRIAN ARGRETT
Date: March 31, 2026
Brian Argrett
Chief Executive Officer and President
(Principal Executive Officer)
Chairman of the Board
/s/ ZACK IBRAHIM
Date: March 31, 2026
Zack Ibrahim
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
/s/ WAYNE-KENT A. BRADSHAW
Date: March 31, 2026
Wayne-Kent A. Bradshaw
Vice Chairman of the Board
42
Table of Contents
/s/ MARIE C. JOHNS
Date: March 31, 2026
Marie C. Johns
Lead Independent Director
/s/ MARY M. HENTGES
Date: March 31, 2026
Mary M. Hentges
Audit Committee Chairman
/s/ ROBERT C. DAVIDSON, JR.
Date: March 31, 2026
Robert C. Davidson, Jr.
Director
/s/ MARY ANN DONOVAN
Date: March 31, 2026
Mary Ann Donovan
Director
/s/ DAVID J. MCGRADY
Date: March 31, 2026
David J. McGrady
Director
/s/ DUTCH C. ROSS III
Date: March 31, 2026
Dutch C. Ross III
Director
/s/ JOHN M. DRIVER
Date: March 31, 2026
John M. Driver
Director
43
Table of Contents
BROADWAY FINANCIAL CORPORATION AND SUBSIDIARY
Index to Consolidated Financial Statements
Years ended December 31, 2025 and 2024
Report of Independent Registered Public Accounting Firm (PCAOB ID # 173 )
F‑1
Report of Independent Registered Public Accounting Firm (PCAOB ID #23)
F‑2
Consolidated Statements of Financial Condition
F‑3
Consolidated Statements of Operations and Comprehensive Income
F‑4
Consolidated Statements of Changes in Equity
F‑5
Consolidated Statements of Cash Flows
F‑6
Notes to Consolidated Financial Statements
F‑7
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Stockholders and the Board of Directors of Broadway Financial Corporation
Los Angeles, California
Opinion on the Financial Statements
We have audited the accompanying consolidated statement of financial condition of Broadway Financial Corporation (the "Company") as of December 31, 2025, the
related consolidated statements of operations and comprehensive income, changes in stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements
based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to
be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the
critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Allowance for Credit Losses – Qualitative Adjustments
As described in Notes 1 and 4 to the consolidated financial statements, the Company’s accounting for the allowance for credit losses on loans requires the
Company to recognize estimates for lifetime losses on loans 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. Estimating expected credit losses requires management to use relevant forward-looking information, including the use of reasonable and supportable
forecasts. As of December 31, 2025, the balance of the allowance for credit losses (“ACL”) was $9.4 million.
The Company uses the weighted-average remaining maturity method when determining estimates for the ACL for each of its portfolio segments. 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. Since historical information may not always, by itself, provide a sufficient basis for determining
future expected credit losses, the Company considers the need for qualitative adjustments. Qualitative adjustments may 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 on the level of estimated
credit losses.
We identified the auditing of the qualitative adjustments used in the allowance for credit losses-loans as a critical audit matter due the significant judgment
required by management to develop the qualitative adjustments, which required significant audit effort and a high degree of auditor judgment to evaluate the qualitative adjustments given the volume and nature of inputs.
To address the matter, we performed the following substantive audit procedures related to the qualitative adjustments including:
•
Evaluated the methodology used for the qualitative adjustments;
•
Tested the completeness and accuracy of data used in the calculation of qualitative adjustments;
•
Evaluated the reasonableness of management’s application of qualitative adjustments and resulting allocation to the ACL; and
•
Evaluated the relevance and reliability of external data sources used in the assessment of qualitative adjustments.
/s/ Crowe LLP
We have served as the Company's auditor since 2025.
Washington, District of Columbia
March 31, 2026
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
The Shareholders and the Board of Directors
Broadway Financial Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial condition of Broadway Financial Corporation and subsidiary (the “Company”) as of December 31, 2024, the related consolidated statements of operations and comprehensive income , changes in stockholders’ equity , and cash flows for the year ended December 31, 2024, and the related notes (collectively, referred to as the consolidated financial statements). In our
opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of
December 31, 2024, and the consolidated results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America .
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial
statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Baker Tilly US, LLP
Spokane, Washington
March 31, 2025, except for the previously disclosed restatement
to the 2024 consolidated financial statements, as to which
the date is December 23, 2025.
We served as the Company’s auditor from 2014 to 2025.
F-2
Table of Contents
BROADWAY FINANCIAL CORPORATION AND SUBSIDIARY
Consolidated Statements of Financial
Condition
December 31,
2025
December 31,
2024
(In thousands, except share
and per share)
Assets:
Cash and due from banks
$
1,676
$
2,255
Interest-bearing deposits in other banks
8,831
59,110
Cash and cash equivalents
10,507
61,365
Securities available-for-sale, at fair value (amortized cost of $ 265,371 and $ 219,658 )
256,835
203,862
Loans receivable held for investment, net of allowance of $ 9,424 and $ 8,364
1,016,540
999,956
Accrued interest receivable
5,999
5,001
Federal Home Loan Bank (FHLB) stock
4,417
9,637
Federal Reserve Bank (FRB) stock
3,543
3,543
Office properties and equipment, net
8,732
8,899
Bank owned life insurance
23,663
3,321
Deferred tax assets, net
6,711
8,880
Core deposit intangible, net
1,460
1,775
Goodwill
–
25,858
Other assets
7,162
2,786
Total assets
$
1,345,569
$
1,334,883
Liabilities and equity
Liabilities:
Deposits
$
917,603
$
745,399
Securities sold under agreements to repurchase
80,773
66,610
Borrowings
72,000
226,888
Accrued expenses and other liabilities
12,236
10,794
Total liabilities
1,082,612
1,049,691
Stockholders’ equity:
Non-Cumulative Redeemable Perpetual Preferred stock, Series C; authorized 150,000 shares at December 31, 2025 and December 31, 2024; issued and outstanding 150,000 shares at December 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 December 31, 2025 and December 31, 2024; issued 6,409,760 shares at December 31, 2025 and 6,349,455 shares at December 31, 2024; outstanding 6,082,532 shares at December 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 December 31, 2025 and December 31, 2024; issued and outstanding 1,425,404 shares at December 31, 2025 and
issued and outstanding 1,425,574 shares at December 31, 2024
14
14
Common stock, Class C, $ 0.01 par value,
non-voting; authorized 25,000,000 shares at December 31, 2025 and December 31, 2024; issued and outstanding 1,672,562 at December 31, 2025 and December 31, 2024
17
17
Additional paid-in capital
143,194
142,902
(Accumulated deficit) retained earnings
( 15,238
)
12,727
Unearned Employee Stock Ownership Plan (ESOP) shares
( 3,869
)
( 4,201
)
Accumulated other comprehensive loss, net of tax
( 6,105
)
( 11,223
)
Treasury stock-at cost, 327,228
shares at December 31, 2025 and at December 31, 2024
( 5,326
)
( 5,326
)
Total Broadway Financial Corporation and Subsidiary stockholders’ equity
262,751
284,973
Non-controlling interest
206
219
Total liabilities and equity
$
1,345,569
$
1,334,883
See accompanying notes to consolidated financial statements.
F-3
Table of Contents
BROADWAY FINANCIAL CORPORATION AND SUBSIDIARY
Consolidated Statements of Operations and
Comprehensive Income
Years Ended December 31,
2025
2024
(In thousands, except per share)
Interest income:
Interest and fees on loans receivable
$
53,049
$
50,544
Interest on available-for-sale securities
6,412
7,034
Other interest income
1,821
6,368
Total interest income
61,282
63,946
Interest expense:
Interest on deposits
19,930
13,183
Interest on borrowings
8,205
18,994
Total interest expense
28,135
32,177
Net interest income
33,147
31,769
Provision for credit losses
2,186
660
Net interest income after provision for credit
losses
30,961
31,109
Non-interest income:
Service charges
184
155
Grants
275
280
Other
1,293
1,119
Total non-interest income
1,752
1,554
Non-interest expense:
Compensation and benefits
18,838
17,562
Occupancy expense
2,037
1,858
Information services
3,011
2,763
Professional services
3,008
3,449
Supervisory costs
687
785
Corporate insurance
271
234
Amortization of core deposit intangible
315
336
Operational loss
100
–
Goodwill impairment
25,858
–
Other
3,058
2,907
Total non-interest expense
57,183
29,894
(Loss) Income before income taxes
( 24,470
)
2,769
Income tax expense
338
815
Net (loss) income
$
( 24,808
)
$
1,954
Less: Net (loss) income attributable to non-controlling interest
( 13
)
25
Net (loss) income attributable to Broadway Financial Corporation
$
( 24,795
)
$
1,929
Less: Preferred stock dividends
3,000
1,567
Net (loss) income attributable to common stockholders
$
( 27,795
)
$
362
Other comprehensive (loss) income, net of tax:
Unrealized gains on securities available-for-sale arising during the period
$
7,260
$
3,232
Income tax effect
2,142
930
Other comprehensive income, net of tax
5,118
2,302
Comprehensive (loss) income
$
( 22,677
)
$
2,664
(Loss) Earnings per common share-basic
$
( 3.23
)
$
0.04
(Loss) Earnings per common share-diluted
$
( 3.23
)
$
0.04
See accompanying notes to consolidated financial statements
F-4
Table of Contents
BROADWAY FINANCIAL CORPORATION AND SUBSIDIARY
Consolidated
Statements of
Changes in
Equity
(In thousands, except share and per share)
Preferred Stock Non-Voting
Common Stock Voting
Common Stock Non-Voting
Additional Paid-in Capital
Accumulated Other Comprehensive Loss
(Accumulated Deficit) Retained Earnings
Unearned ESOP Shares
Treasury Stock
Non-
Controlling Interest
Total
Equity
Balance at December 31, 2023
$
150,000
$
62
$
31
$
142,601
$
( 13,525
)
$
12,365
$
( 4,492
)
$
( 5,326
)
$
194
$
281,910
Net income
–
–
–
–
–
1,929
–
–
25
1,954
Release of unearned ESOP shares
–
1
–
( 104
)
–
–
291
–
–
188
Stock-based compensation expense
–
–
–
309
–
–
–
–
–
309
Director stock compensation expense
–
–
–
96
–
–
–
–
–
96
Dividends declared and paid - Emergency Capital Investment Program (“ECIP”)
–
–
–
–
–
( 1,567
)
–
–
–
( 1,567
)
Other comprehensive income, net of tax
–
–
–
–
2,302
–
–
–
–
2,302
Balance at December 31, 2024
150,000
63
31
142,902
( 11,223
)
12,727
( 4,201
)
( 5,326
)
219
285,192
Net loss
–
–
–
–
–
( 24,795
)
–
–
( 13
)
( 24,808
)
Release of unearned ESOP shares
–
–
–
( 183
)
–
–
332
–
–
149
Stock-based compensation expense
–
1
–
307
–
–
–
–
–
308
Director stock compensation expense
–
–
–
168
–
–
–
–
–
168
Dividends declared and paid - ECIP
–
–
–
–
–
( 3,000
)
–
–
–
( 3,000
)
City First Bank Fund Manager II Distribution
–
–
–
–
–
( 170
)
–
–
–
( 170
)
Other comprehensive income, net of tax
–
–
–
–
5,118
–
–
–
–
5,118
Balance at December 31, 2025
$
150,000
$
64
$
31
$
143,194
$
( 6,105
)
$
( 15,238
)
$
( 3,869
)
$
( 5,326
)
$
206
$
262,957
See accompanying notes to consolidated financial statements.
F-5
Table of Contents
BROADWAY FINANCIAL CORPORATION AND SUBSIDIARY
Consolidated
Statements of
Cash Flows
Years Ended December 31
2025
2024
(In thousands)
Cash flows from operating activities:
Net (loss) income
$
( 24,808
)
$
1,954
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses
2,186
660
Depreciation and amortization
410
424
Net change of deferred loan origination costs
531
641
Net accretion of premiums and discounts on available-for-sale securities
( 387
)
( 807
)
Accretion of purchase accounting marks on loans
( 253
)
( 424
)
Amortization of core deposit intangible
315
336
Director compensation expense-common stock
168
96
Accretion of premium on FHLB advances
–
( 9
)
Stock-based compensation expense
308
309
ESOP compensation expense
149
188
Earnings on bank owned life insurance
( 342
)
( 46
)
Goodwill impairment
25,858
–
Net change in assets and liabilities:
Deferred tax assets
27
( 194
)
Accrued interest receivable
( 998
)
( 63
)
Other assets
( 4,376
)
1,412
Accrued expenses and other liabilities
1,442
( 3,084
)
Net cash provided by operating activities
230
1,393
Cash flows from investing activities:
Net change in loans receivable held for investment
( 19,048
)
( 89,204
)
Principal payments and maturities of available-for-sale securities
105,142
117,127
Purchases of available-for-sale securities
( 150,468
)
–
Purchase of FHLB stock
( 16,081
)
( 13,654
)
Proceeds from redemption of FHLB stock
21,301
14,173
Purchases of bank owned life insurance
( 20,000
)
–
Purchase of office properties and equipment
( 243
)
( 138
)
Net cash (used in) provided by investing activities
( 79,397
)
28,304
Cash flows from financing activities:
Net change in deposits
172,204
62,764
Net change in securities sold under agreements to repurchase
14,163
( 6,865
)
Repayments of Bank Term Funding Program borrowing
–
( 100,000
)
City First Bank Fund Manager II distribution
( 170
)
–
Repayment of notes payable
–
( 14,000
)
Dividends paid on ECIP preferred stock
( 3,000
)
( 1,567
)
Proceeds from other borrowings
–
2,508
Repayments of other borrowings
( 31,356
)
( 2,589
)
Proceeds from FHLB advances
955,750
339,000
Repayments of FHLB advances
( 1,079,282
)
( 352,778
)
Net cash provided by (used in) financing activities
28,309
( 73,527
)
Net change in cash and cash equivalents
( 50,858
)
( 43,830
)
Cash and cash equivalents at beginning of the period
61,365
105,195
Cash and cash equivalents at end of the period
$
10,507
$
61,365
Supplemental disclosures of cash flow information:
Cash paid for interest
27,851
30,628
Cash paid for income taxes
325
416
See accompanying notes to consolidated financial statements.
F-6
Table of Contents
BROADWAY FINANCIAL CORPORATION AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
Note 1 – Summary of Significant Accounting Policies
Nature of Operations and Principles of Consolidation
Broadway Financial Corporation (the “Company”) was incorporated under Delaware law in 1995 for the purpose of acquiring
and holding all of the outstanding capital stock of Broadway Federal Savings and Loan Association as part of the bank’s conversion from a federally chartered mutual savings association to a federally chartered stock savings bank. In connection
with the conversion, the bank’s name was changed to Broadway Federal Bank, f.s.b. (“Broadway Federal”). In 1996, the conversion was completed, and Broadway Federal became a wholly‑owned subsidiary of the Company.
In 2021, the Company completed its merger with CFBanc Corporation, with the Company continuing as the surviving entity.
Immediately following the CFBanc Merger, Broadway Federal merged with and into City First Bank of D.C, National Association with City First Bank of D.C., National Association (the “Bank”) continuing as the surviving entity (combined with Broadway
Federal). Concurrently with the Merger, the Bank changed its name to City First Bank, National Association.
The Bank’s business is that of a financial intermediary and consists primarily of attracting deposits from the general
public and using such deposits, together with borrowings and other funds, to make mortgage loans secured by residential and commercial real estate located in the Bank’s market areas. At December 31, 2025, the Bank operated three retail‑banking offices: Los Angeles and in the nearby city of Inglewood in California, and another in Washington, D.C. The Bank is subject to
significant competition from other financial institutions and is also subject to regulation by certain federal agencies and undergoes periodic examinations by those regulatory authorities.
The accompanying consolidated financial statements include Broadway Financial Corporation and its wholly owned subsidiary,
City First Bank, National Association (together with the Company, “City First Broadway”). Also included in the 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; and City First Capital IX, LLC into its financial results. All significant intercompany balances and transactions have been eliminated in consolidation.
Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. Such reclassifications had no impact on
total equity or net income for any period.
Use of Estimates
To prepare consolidated financial statements in conformity
with U.S. generally accepted accounting principles, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the consolidated financial statements and the
disclosures provided, and actual results could differ from these estimates. The allowance and provision for credit losses, deferred tax asset valuation allowance, and fair values of investment securities and other financial instruments are
particularly subject to change.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, cash items in the process of collection, amounts due from correspondent banks and the Federal Reserve Bank of San
Francisco (the “Federal Reserve Bank”), and interest‑bearing deposits in other banks with initial terms of ninety days or less. The Company may be required to maintain reserve and clearing balances with the Federal Reserve Bank under the Federal
Reserve Act of 1913, as amended. Effective on March 26, 2020, as a part of Federal Reserve Bank’s tools to promote maximum employment, Federal Reserve Bank Board reduced reserve requirement ratios to zero. The reserve and clearing requirement
balance were no longer required at December 31, 2025. Net cash flows are reported for customer loan and deposit transactions, interest‑bearing deposits in other banks, notes payable, deferred income taxes and other assets and liabilities. $ 103 thousand of cash and cash equivalents was restricted as of December 31, 2025.
Investment Securities
Debt securities are classified as held‑to‑maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity. Debt
securities are classified as available‑for‑sale when they might be sold before maturity. Securities available‑for‑sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income (loss), net of tax.
Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized on the level‑yield method without
anticipating prepayments. Gains and losses on sales are recorded on the trade date and determined using the specific identification method.
The Company accounts for the allowance for credit losses (“ACL”) on securities in accordance with Accounting Standards Codification Topic 326 (“ASC 326”) – Financial Instruments-Credit Losses . The ACL on securities is recorded at the time of purchase or acquisition, representing the Company’s best estimate of current expected credit losses (“CECL”) as of the date
of the consolidated statements of financial condition.
For available-for-sale investment securities, the Company performs a qualitative evaluation for those securities that are in an unrealized loss position to
determine if the decline in fair value is credit related or non-credit related. In determining whether a security’s decline in fair value is credit related, the Company considers a number of factors including, but not limited to: (i) the extent
to which the fair value of the investment is less than its amortized cost; (ii) the financial condition and near-term prospects of the issuer; (iii) any downgrades in credit ratings; (iv) the payment structure of the security; (v) the ability of
the issuer of the security to make scheduled principal and interest payments; and (vi) general market conditions which reflect prospects for the economy as a whole, including interest rates and sector credit spreads. For investment securities
where the Company has reason to believe the credit loss exposure is remote, a zero credit loss assumption is applied. Such investment securities typically consist of those guaranteed by the U.S. government or other government enterprises, where
there is an explicit or implicit guarantee by the U.S. government, that are highly rated by rating agencies, and historically have had no credit loss experience.
If it is determined that the unrealized loss, or a portion thereof, is credit related, the Company records the amount of credit loss through a charge to the
provision for credit losses in current period earnings. However, the amount of credit loss recorded in current period earnings is limited to the amount of the total unrealized loss on the security, which is measured as the amount by which the
security’s fair value is below its amortized cost. If the Company intends to sell a security that is in an unrealized loss position, or if it is more likely than not the Company will be required to sell a security in an unrealized loss position,
the total amount of the unrealized loss is recognized in current period earnings through the provision for credit losses. Unrealized losses deemed non-credit related are recorded, net of tax, in accumulated other comprehensive income (loss).
The Company analyzed 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 December 31, 2025 and 2024.
F-7
Table of Contents
Loans Receivable Held for Investment
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding,
net of allowance for credit losses, deferred loan fees and costs and unamortized premiums and discounts. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct loan origination costs, premiums and
discounts are deferred, and recognized in income using the level‑yield method without anticipating prepayments.
Interest income on all loans is discontinued at the time the loan is 90
days delinquent unless the loan is well‑secured and in process of collection. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on non‑accrual or charged‑off at an earlier date if collection of
principal or interest is considered doubtful.
All interest accrued but not received for loans placed on non‑accrual is reversed against interest income. Interest received on such loans is accounted for on the
cash‑basis or cost recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
Concentration of Credit Risk
Concentrations of credit risk arise when several customers are engaged in similar business activities, or activities in the same geographic region, or
have similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic conditions. The Company’s lending activities are predominantly in real estate loans that are secured
by properties located in Southern California and in Washington, D.C. and surrounding areas, and many of the borrowers reside in those areas. Therefore, the Company’s exposure to credit risk is significantly affected by changes in the economy
and real estate market in the markets in which the Company operates.
Allowance for Credit Losses - 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 during the period from 2004 through the most recent
quarter.
The Company’s ACL model also includes adjustments for qualitative factors, where appropriate. 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. Qualitative adjustments may 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.
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.
Collateral dependent loans are loans where the repayment of the loan is expected to come from the operation of and/or eventual liquidation of the underlying collateral. The ACL for collateral dependent loans is determined using estimates of the
fair value of the underlying collateral, less estimated selling costs.
F-8
Table of Contents
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.
The Company has segmented the loan portfolio according to loans that share similar attributes and risk characteristics. Each segment possesses varying degrees of
risk based on, among other things, the type of loan, the type of collateral, and the sensitivity of the borrower or industry to changes in external factors such as economic conditions. The Company determines the ACL for loans based on this more
detailed loan segmentation and classification. These segments, and the risks associated with each segment, are as follows:
Real Estate: Single-Family – Subject to adverse
employment conditions in the local economy leading to increased default rate, decreased market values from oversupply in a geographic area and incremental rate increases on adjustable-rate mortgages which may impact the ability of borrowers to
maintain payments.
Real Estate: Multi‑Family – Subject to adverse various
market conditions that cause a decrease in market value or lease rates, changes in personal funding sources for tenants, oversupply of units in a specific region, population shifts and reputational risks.
Real Estate: Commercial Real Estate – Subject to adverse conditions in the local
economy which may lead to reduced cash flows due to vacancies and reduced rental rates and decreases in the value of underlying collateral.
Real Estate: Church – Subject to adverse economic and employment conditions, which
may lead to reduced cash flows from members’ donations and offerings, and the stability, quality, and popularity of church leadership.
Real Estate: Construction – Subject to adverse conditions in the local economy,
which may lead to reduced demand for new commercial, multi‑family, or single-family buildings or reduced lease or sale opportunities once the building is complete.
Commercial – Subject to industry and economic conditions including decreases in product demand.
Consumer – Subject to adverse employment conditions in the local economy, which may lead to higher default rates.
SBA – Subject to Federal legislation that can affect the funding and availability of the program.
Modified Loans to Borrowers Experiencing Financial Difficulty
In certain instances, the Company makes modifications to loans in order to alleviate temporary difficulties in the borrower’s financial condition and/or constraints on the borrower’s ability to repay the loan, and to minimize potential losses to
the Company. Modifications include: changes in the amortization terms of the loan, reductions in interest rates, acceptance of interest only payments, and reductions to the outstanding loan balance (or any combination of such changes). Such loans
are typically placed on nonaccrual status when there is doubt concerning the full repayment of principal and interest or the loan has been in default for a period of 90 days or more. Such loans may be returned to accrual status when all
contractual amounts past due have been brought current, and the borrower’s performance under the modified terms of the loan agreement and the ultimate collectability of all contractual amounts due under the modified terms is no longer in doubt.
The Company typically measures the ACL on these loans on an individual basis as the loans are deemed to no longer have risk characteristics that are similar to other loans in the portfolio. The determination of the ACL for these loans is based on
the remaining life approach, unless the loan is deemed collateral dependent, which requires measurement of the ACL based on the estimated expected fair value of the underlying collateral, less selling costs.
Derivatives
At the inception of a derivative
contract, the Company designates the derivative as one of three types based on the Company’s intentions and belief as to likely effectiveness as a hedge. These three types are (1) a hedge of the fair value of a recognized asset or liability
or of an unrecognized firm commitment, (2) a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability, or (3) an instrument with no hedging designation
(“non-designated derivative”). The Company has designated its derivatives as non-designated derivatives. Changes in the fair value of derivatives not designated are currently reported in earnings, as non-interest income.
The Company is exposed to losses if a counterparty fails to make its
payments under a contract in which the Company is in the net receiving position. The Company anticipates that the counterparties will be able to fully satisfy their obligations under the agreements. All of the contracts to which the
Company is a party settle monthly. In addition, the Company obtains collateral above certain thresholds of the fair value of its derivatives for each dealer counterparty based upon their credit standing and the Company has netting
agreements with the dealers with which it does business.
Goodwill and Other Intangible Assets
Goodwill is recorded upon completion of a business combination as the difference between the purchase price and the fair value of net identifiable assets acquired.
Subsequent to initial recognition, the Company tests goodwill for impairment annually as of September 30th, or more often if events or circumstances, such as adverse changes in the business climate indicate there may be impairment. 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. For goodwill
considerations the Company is a single reporting unit. 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 projected earnings of the Company in future years for which there is inherent uncertainty and the discount rate. The sensitivity of a range of reasonable discount rates based on the current
economic environment is considered.
The Company engaged a third-party valuation specialist to
perform its annual goodwill impairment test as of September 30, 2025. Based on the quantitative assessment, the fair value of the reporting unit was less than its carrying amount, resulting in a full impairment of goodwill. On October 15, 2025,
management, with oversight from the Audit Committee of the Board of Directors, concluded that the Company’s goodwill was fully impaired. Accordingly, the Company recorded a non-cash goodwill impairment charge of $ 25.9 million for the quarter ended September 30, 2025.
Core deposit intangible assets arising from mergers and acquisitions are amortized on an accelerated basis reflecting the pattern in which the
economic benefits of the intangible asset are consumed or otherwise used up. The estimated life of the core deposit intangible is approximately 10
years.
F-9
Table of Contents
Office Properties and Equipment
Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Buildings and related components are depreciated using the
straight‑line method with useful lives ranging from 10 to 40 years. Furniture, fixtures, and equipment are depreciated using the straight‑line method with useful lives ranging from 3 to 10 years. Leasehold improvements are amortized over the
lease term or the estimated useful life of the asset, whichever is shorter.
Federal Home Loan Bank (FHLB) and Federal Reserve Bank (FRB) stock
The Bank is a member of the FHLB and FRB systems. Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may
invest in additional amounts. FHLB and FRB stock are carried at cost, classified as restricted securities, and periodically evaluated for impairment based on ultimate recovery of their par value. Both cash and stock dividends are reported as
income when declared.
Bank‑Owned Life Insurance
The Bank has purchased life insurance policies on key executives and officers. Bank owned life insurance is recorded at the amount that can be realized under the
insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.
Investment in Affordable Housing Limited Partnership
The Bank owns a less than 5 % interest in an
affordable housing limited partnership. The investment is recorded using the cost method and is being amortized over the life of the related tax credits. The tax credits are being recognized in income tax expense in the consolidated financial
statements to the extent they are utilized on the Company’s income tax returns. The investment is reviewed for impairment on an annual basis or on an interim basis if an event occurs that would trigger potential impairment.
Loan Commitments and Related Financial Instruments
Financial instruments include off‑balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer
financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded.
Variable Interest Entities (“VIE”)
An entity is considered to be a VIE when it
does not have sufficient equity investment at risk, the equity investors as a group lack the characteristics of a controlling financial interest, or the entity is structured with disproportionate voting rights and substantially all of the
entity’s activities are conducted on behalf of an investor with disproportionately few voting rights. The Company is required to consolidate a VIE when it holds a variable interest in the VIE and is also the primary beneficiary of the VIE.
Noncontrolling Interests
For consolidated subsidiaries that are less than wholly-owned, the third-party holdings of equity interests
are referred to as noncontrolling interests. The portion of net income attributable to noncontrolling interests for such subsidiaries is presented as net income applicable to noncontrolling interests on the consolidated statements of
operations and comprehensive income, and the portion of the equity of such subsidiaries is presented as noncontrolling interests on the consolidated statements of financial condition and consolidated statements of changes in equity.
Revenue Recognition
ASC 606, Revenue from Contracts with Customers (“ASC
606”) establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle of this standard
requires the Company to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as
performance obligations are satisfied. Most of our revenue‑generating transactions are not subject to ASC 606, including revenue generated from financial instruments, such as our loans and investment securities, as these activities are subject
to other GAAP discussed elsewhere within our disclosures. The Company’s revenue stream that is within the scope of Topic 606 is primarily service charges on deposit accounts, which consist of monthly service fees, check orders, and other
deposit account related fees. The Company’s performance obligation for monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Check orders and other deposit account
related fees are largely transaction based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately
or in the following month through a direct charge to customers’ accounts.
F-10
Table of Contents
Stock‑Based Compensation
Compensation cost is recognized for stock options and restricted stock awards issued to employees and directors, based on the fair value of these awards at the date
of grant. A Black‑Scholes model is utilized to estimate the fair value of stock options, while the market price of the Company’s common stock at the date of grant is used for restricted stock awards.
Compensation cost is recognized over the required service period, generally defined as the vesting period. Compensation cost is recognized on a straight‑line basis
over the requisite service period for the entire award. The Company’s accounting policy is to recognize forfeitures as they occur.
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 the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the
amount expected to be realized.
A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination
being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.
The Company recognizes interest related to income tax matters in interest expense and penalties related to tax matters in income tax expense.
Retirement Plans
Employee 401(k) expense is the amount of matching contributions made by the Company.
Employee Stock Ownership Plan (ESOP)
The cost of shares issued to the ESOP, but not yet allocated to participants, is shown as a reduction of equity. Compensation expense is based on the market price of
shares as they are committed to be released to participant accounts. Dividends on allocated ESOP shares reduce retained earnings; dividends on unearned ESOP shares reduce debt and accrued interest.
Earnings Per Common Share
Basic earnings 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 earnings per share of common stock includes the dilutive effect of unvested stock awards. It also includes the dilutive effect of additional potential common shares issuable under stock options using the
treasury method.
Comprehensive Income
Comprehensive income consists of the net income from operations and other comprehensive income. Other comprehensive income includes unrealized gains and losses on
securities available‑for‑sale, net of tax, which are also recognized as separate components of equity.
Loss Contingencies
Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is
probable, and an amount or range of loss can be reasonably estimated. Management does not believe that any such matters existed as of the balance sheet date that will have a material effect on the consolidated financial statements.
L eases
The Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets and operating lease liabilities are included in the
Company’s consolidated financial statements. ROU assets represent the Company’s right-of-use of an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments pursuant to the Company’s
leases. The ROU assets and liabilities are recognized at commencement of the lease based on the present value of lease payments over the lease term. To determine the present value of lease payments, the Company uses its incremental borrowing
rate. The lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense is recognized on a straight-line basis over the lease term.
F-11
Table of Contents
Fair Value Measurements
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 orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:
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 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.
Fair values are estimated using relevant market information and other assumptions, as more fully disclosed in Note 9 “Fair Value.” Fair value
estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market
conditions could significantly affect the estimates.
Operating Segments
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 consolidated statements of financial condition and the consolidated statements of
operations and comprehensive income.
Transfers and Servicing
To be eligible for sale accounting treatment, an entire financial asset, such as a loan, cannot be divided into components prior to the sale unless all of the components meet the definition of a participating
interest. A participating interest has all of the following characteristics: (a) it represents a proportionate ownership interest in the entire financial asset; (b) from the date of transfer, all cash flows received from the entire asset are
divided proportionately among the participating interest holders in an amount equal to their ownership percentage; (c) the priority of cash flows must be pari passu and no participating interest holder has any recourse to the other holders; and
(d) no party can pledge or exchange the entire financial asset unless all participating interest holders agree.
Transfers of financial assets (or
participating interests in financial assets) are accounted for as sales when control over the assets has been relinquished. Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the
transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and the Company does not maintain effective control over the transferred assets through an
agreement to repurchase them before their maturity. The Company evaluates its loan sales and other financial asset transfers for sales treatment.
To the extent the transfer of assets (or
participating interests in those assets) qualifies as a sale for accounting purposes, the Company derecognizes the asset and records the gain or loss on the sale date. In the event the Company determines that the transfer of assets does not
qualify as a sale (or the portion of the asset sold does not qualify as a participating interest), the transfer is treated as a secured borrowing for accounting purposes until such date that the qualifications for sale accounting treatment are
met.
Accounting Pronouncements Recently Issued
In November of 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-08 – Financial
Instruments-Credit Losses (Topic 326): Purchased Loans. The amendments in this ASC expand the population of acquired financial assets subject to the “gross-up” approach in Accounting Standards Codification (“ASC”) Topic
326. In accordance with this ASC, loans (excluding credit card loans) acquired without evidence of credit deterioration since their origination that are deemed to be “seasoned” (as defined in the Codification) are determined to be
“purchased seasoned loans” and are to be accounted for using the gross-up approach at acquisition. Prior to this ASU, for loans that were not determined to be purchased credit deteriorated loans, GAAP required that an allowance
for credit losses be established for purchased loans through a provision for credit losses at the acquisition date. The gross-up approach allows an entity to record the acquisition-date allowance for credit losses for purchased
seasoned loans through an offsetting addition to the amortized cost basis of the loan (rather than through the provision for credit losses). The ASU does not impact the accounting for loans that were acquired in periods prior to
adoption of the ASU. The amendments in ASU 2025-08 will become effective for the Company in the first quarter of 2027; early adoption is permitted. The amendments in the ASU will not affect the Company’s accounting for loans in
its portfolio on the date of adoption; however, loans acquired after the adoption date will be accounted for in accordance with the provisions of this ASU.
In December of 2025, the FASB issued ASU 2025-10 – Governments Grants (Topic 832): Accounting for Government Grants Received by Business Entities.
Prior to the issuance of this ASU, GAAP did not provide authoritative guidance about the recognition, measurement, and presentation of a grant received by a business entity from a government. The amendments in this ASU establish the
accounting for a government grant received by a business entity, including guidance for (1) a grant related to an asset and (2) a grant related to income. The newly issued guidance requires that a government grant received by a
business entity should not be recognized until: (1) it is probable that a business entity will comply with the conditions attached to the grant and that the grant will be received; and (2) a business entity meets the recognition
guidance for a grant related to an asset or a grant related to income. The ASU also prescribes requirements for the subsequent income recognition, presentation matters, and financial statement disclosures related to government
grants. The guidance in this ASU will be effective for the Company beginning on January 1, 2029. Early adoption is permitted. The requirements in this ASU are similar to the guidance that the Company has been applying for accounting
for government grants by analogy to guidance issued by other accounting standard setters and authoritative bodies. The Company does not expect that the adoption of this guidance will materially impact its financial condition or
results of operations.
In December of 2025, the FASB issued ASU 2025-11 – Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments in this guidance clarify interim disclosure
requirements and the applicability of ASC 270 by providing a comprehensive list of interim period disclosures that are required by GAAP. The updates in ASU 2025-11 also include a disclosure principal that requires entities to
disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments in ASU 2025-11 will become effective for the Company for interim reporting periods beginning in the first
quarter of 2028. Early adoption is permitted. The amendments in this ASU are not expected to have a material effect on the Company’s financial position or results of operations; however, the required disclosures will be added to the
Company’s interim financial statements issued after the effective date.
F-12
Table of Contents
Note 2 – Capital
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 a Securities
Purchase Option Agreement (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 (“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 the Option Agreement and the terms of the Series C Preferred
Stock. 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.
The earliest possible date by which a Threshold Condition may be met is June 30, 2028, which is the end of the sixteenth 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 was required to begin paying quarterly
dividends on the Series C Preferred Stock in the three month period ended June 30, 2024. Dividends on the Series C Preferred Stock totaled $ 3.0 million and $ 1.6 million for
the years ended December 31, 2025 and 2024, respectively, with a dividend rate of 2.0 %.
F-13
Table of Contents
Note 3 – Securities
The following table summarizes the amortized cost and fair value of the available‑for‑sale investment securities portfolios at December 31, 2025 and December 31,
2024 and the corresponding amounts of unrealized gains (losses) which are recognized in accumulated other comprehensive income (loss):
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
(In thousands)
December 31, 2025:
Federal agency mortgage-backed securities
$
120,372
$
1,109
$
( 7,051
)
$
114,430
Federal agency Collateralized Mortgage Obligations (CMOs)
69,742
367
( 652
)
69,457
Federal agency debt
29,259
–
( 846
)
28,413
Municipal bonds
4,766
–
( 244
)
4,522
U. S. Treasuries
4,993
–
( 6
)
4,987
SBA pools
9,387
3
( 1,115
)
8,275
Asset-backed securities
9,352
3
( 86
)
9,269
Corporate bonds
17,500
57
( 75
)
17,482
Total available-for-sale securities
$
265,371
$
1,539
$
( 10,075
)
$
256,835
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
There were no sales of securities during the
years ended December 31, 2025 or 2024.
The amortized cost and estimated fair value of all investment securities available-for-sale at December 31, 2025, by contractual maturities, are shown below.
Contractual maturities may differ from expected maturities because issuers 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
$
11,863
$
–
$
( 47
)
$
11,816
Due after one year through five years
28,280
4
( 1,049
)
27,235
Due after five years through ten years
32,230
52
( 741
)
31,541
Due after ten years
192,998
1,483
( 8,238
)
186,243
$
265,371
$
1,539
$
( 10,075
)
$
256,835
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
December 31, 2025:
(In thousands)
Federal agency mortgage-backed securities
$
7,197
$
( 26
)
$
47,717
$
( 7,025
)
$
54,914
$
( 7,051
)
Federal agency CMOs
1,488
( 2
)
14,804
( 650
)
16,292
( 652
)
Federal agency debt
2,512
( 3
)
25,901
( 843
)
28,413
( 846
)
Municipal bonds
–
–
4,522
( 244
)
4,522
( 244
)
U. S. Treasuries
–
–
4,987
( 6
)
4,987
( 6
)
SBA pools
185
( 1
)
7,621
( 1,114
)
7,806
( 1,115
)
Asset-backed securities
7,208
( 86
)
–
–
7,208
( 86
)
Corporate bonds
7,425
( 75
)
–
–
7,425
( 75
)
Total
$
26,015
$
( 193
)
$
105,552
$
( 9,882
)
$
131,567
$
( 10,075
)
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
$
629
$
( 1
)
$
199,136
$
( 15,813
)
$
199,765
$
( 15,814
)
Securities with a market value of $ 83.7 million were pledged as collateral for securities sold under agreements to repurchase as of December 31, 2025 and included $ 67.9 million of federal agency mortgage-backed securities, $ 9.3 million of federal agency debt, $ 5.0 million of U.S. Treasuries,
and $ 1.5 million of SBA pools. Securities with a market value of $ 7.7 million were pledged as collateral for D.C. Housing, securities with a market value of $ 4.2 million were pledged as collateral for D.C. Government, and securities with a market value of $ 157 thousand were pledged as collateral for FRB discount window .
Securities with a market value of $ 83.3 million were pledged as collateral for securities sold under agreements to repurchase as of December 31, 2024 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.
At
December 31, 2025 and 2024, there were no securities pledged to secure public deposits since those public deposits are under
$250 thousand which are fully insured by FDIC. At December 31, 2025 and 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 equity. Accrued interest receivable on securities was $ 745 thousand and $ 796 thousand at December 31, 2025 and 2024, respectively, and is included in
the consolidated statements of financial condition in accrued interest receivable .
At December 31, 2025 and 2024, there were no
securities in nonaccrual status. All securities in the portfolio were current with their contractual principal and interest payments. At December 31, 2025 and 2024, there were no securities purchased with deterioration in credit quality since their origination, and there were no collateral dependent securities.
F-14
Table of Contents
Note 4 – Loans Receivable Held for Investment
Loans receivable held for investment were as follows as of the periods indicated:
December 31,
2025
December 31,
2024
(In thousands)
Real estate:
Single-family
$
20,607
$
24,036
Multi-family
593,187
639,156
Commercial real estate
162,618
163,348
Church
9,015
9,470
Construction
72,979
91,600
Commercial – other
140,019
77,787
SBA loans
17,067
1,142
Consumer
38
13
Gross loans receivable before deferred loan costs and premiums
1,015,530
1,006,552
Unamortized net deferred loan costs and premiums
10,529
2,116
1,026,059
1,008,668
Credit and interest marks on purchased loans, net
( 95
)
( 348
)
Allowance for credit losses
( 9,424
)
( 8,364
)
Loans receivable, net
$
1,016,540
$
999,956
The following tables summarize the activity in the allowance for credit losses on loans for the periods indicated:
For the Year Ended December 31, 2025
Beginning
Balance
Charge-offs
Recoveries
Provision
(Recapture)
Ending
Balance
(In thousands)
Real estate:
Single-family
$
200
$
–
$
–
$
( 68
)
$
132
Multi-family
4,617
( 1,143
)
–
1,308
4,782
Commercial real estate
1,188
–
–
5
1,193
Church
54
–
–
( 18
)
36
Construction
1,564
–
–
475
2,039
Commercial - other
730
–
–
170
900
SBA loans
11
( 36
)
–
367
342
Consumer
–
–
–
–
–
Total
$
8,364
$
( 1,179
)
$
–
$
2,239
$
9,424
For the Year Ended December 31, 2024
Beginning
Balance
Impact of CECL
Adoption
Charge-offs
Recoveries
Provision
(Recapture)
Ending
Balance
(In thousands)
Real estate:
Single-family
$
264
$
–
$
–
$
–
$
( 64
)
$
200
Multi-family
4,464
–
–
–
153
4,617
Commercial real estate
1,164
–
–
–
24
1,188
Church
72
–
–
–
( 18
)
54
Construction
1,009
–
–
–
555
1,564
Commercial - other
592
–
–
–
138
730
SBA loans
48
–
–
–
( 37
)
11
Consumer
–
–
–
–
–
–
Total
$
7,613
$
–
$
–
$
–
$
751
$
8,364
The Company also recorded a
recovery of provision for off-balance sheet loan commitments of $ 53 thousand and $ 91 thousand for the years ended December 31, 2025 and 2024, respectively.
The ACL increased to $ 9.4 million as of December 31, 2025, compared to $ 8.4 million as of December 31, 2024, primarily due to an increase in specific reserves on collateral dependent loans.
The Company evaluates loans collectively for purposes of determining the ACL. 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.
F-15
Table of Contents
The following tables present collateral dependent loans by collateral type as of the date indicated:
December 31, 2025
Single-Family
Multi-Family
Residential
Church
Business
Assets
Total
Real estate:
(In thousands)
Single-family
424
–
–
–
424
Multi-family
–
2,094
–
–
2,094
Construction
–
8,168
–
–
8,168
Commercial – other
–
–
–
261
261
Total
$
424
$
10,262
$
–
$
261
$
10,947
December 31, 2024
Single-Family
Multi-Family
Residential
Church
Business
Assets
Total
Real estate:
(In thousands)
Commercial – other
264
–
–
–
264
Total
$
264
$
–
$
–
$
–
$
264
At December 31, 2025, $ 10.9 million of individually evaluated loans were evaluated based on the estimated fair value of the underlying collateral. These loans had an
associated ACL of $ 1.1 million as of December 31, 2025. All of these collateral dependent loans were on nonaccrual status at
December 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.
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:
December 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:
Real estate:
Single-family
$
133
$
–
$
424
$
557
$
20,070
$
20,627
Multi-family
6,162
–
2,094
8,256
587,535
595,791
Commercial real estate
–
–
–
–
162,445
162,445
Church
–
–
–
–
9,024
9,024
Construction
5,533
–
–
5,533
67,139
72,672
Commercial - other
–
367
261
628
146,366
146,994
SBA loans
–
–
222
222
18,246
18,468
Consumer
–
–
–
–
38
38
Total
$
11,828
$
367
$
3,001
$
15,196
$
1,010,863
$
1,026,059
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:
Real estate:
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 period indicated:
December 31, 2025
Nonaccrual
with no
Allowance for
Credit Losses
Nonaccrual
with an
Allowance
for Credit
Losses
Total
Nonaccrual
Loans
Loans receivable held for investment:
(In thousands)
Real Estate:
Single-family
$
424
$
–
$
424
Multi-family
2,094
–
2,094
Construction
–
8,168
8,168
Commercial - other
261
–
261
SBA loans
–
222
222
Total non-accrual loans
$
2,779
$
8,390
$
11,169
F-16
Table of Contents
December 31, 2024
Nonaccrual
with no
Allowance for
Credit Losses
Nonaccrual
with an
Allowance
for Credit
Losses
Total
Nonaccrual
Loans
Loans receivable held for investment:
(In thousands)
SBA loans
$
264
$
–
$
264
Total non-accrual loans
$
264
$
–
$
264
The Company recognized $ 82 thousand of interest income
on nonaccrual loans during the year ended December 31,2025. There were no loans 90 days or more delinquent that were accruing
interest as of December 31, 2025 or December 31, 2024.
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 December 31, 2025 and 2024 and the financial effect of loans modified to borrowers experiencing
financial difficulty during the years ended December 31, 2025 and 2024.
December 31, 2025
Term Extension
Percentage
of Total
Loan Type
Weighted
Average
Term
Extension
(In Thousands)
Real estate:
Commercial real estate
$
772
0.47
%
8 months
Construction
1,999
2.73
%
8 months
Commercial - other
367
0.26
%
9 months
Total
$
3,138
December 31, 2024
Term Extension
Percentage
of Total
Loan Type
Weighted
Average
Term
Extension
(In Thousands)
Real estate:
Commercial real estate
$
792
0.51
%
12 months
Construction
4,559
5.66
%
17 months
Commercial - other
572
1.28
%
14 months
Total
$
5,923
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. This
analysis is performed at least on an annual basis. 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 jeopardizes 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 not meeting the criteria above that are analyzed individually 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.
F-17
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 December 31, 2025
2025
2024
2023
2022
2021
Prior
Revolving
Loans
Total
(In thousands)
Single-family:
Pass
$
–
$
–
$
533
$
2,785
$
2,464
$
12,806
$
–
$
18,588
Watch
–
–
–
–
–
867
–
867
Substandard
–
–
–
1,172
–
–
–
1,172
Total
$
–
$
–
$
533
$
3,957
$
2,464
$
13,673
$
–
$
20,627
Multi-family:
Pass
$
2,519
$
63,728
$
64,468
$
164,533
$
122,938
$
82,514
$
–
$
500,700
Watch
–
13,169
16,343
14,299
9,979
23,162
–
76,952
Special Mention
–
–
–
–
1,774
1,235
–
3,009
Substandard
–
–
1,343
6,572
4,332
804
–
13,051
Doubtful
–
–
–
2,079
–
–
–
2,079
Total
$
2,519
$
76,897
$
82,154
$
187,483
$
139,023
$
107,715
$
–
$
595,791
YTD gross charge-offs
$
–
$
–
$
–
$
( 1,143
)
$
–
$
–
$
–
$
( 1,143
)
Commercial real estate:
Pass
$
20,019
$
48,758
$
13,741
$
21,476
$
24,284
$
20,415
$
–
$
148,693
Watch
–
–
2,363
–
–
–
–
2,363
Special Mention
–
–
854
–
–
3,475
–
4,329
Substandard
–
–
–
–
6,288
772
–
7,060
Total
$
20,019
$
48,758
$
16,958
$
21,476
$
30,572
$
24,662
$
–
$
162,445
Church:
Pass
$
–
$
–
$
2,330
$
–
$
2,091
$
3,652
$
–
$
8,073
Watch
–
–
357
–
–
594
–
951
Substandard
–
–
–
–
–
–
–
–
Total
$
–
$
–
$
2,687
$
–
$
2,091
$
4,246
$
–
$
9,024
Construction:
Watch
$
6,700
$
9,232
$
–
$
–
$
–
$
–
$
–
$
15,932
Special Mention
–
–
12,983
5,533
–
–
–
18,516
Substandard
–
–
12,634
21,073
2,519
1,998
–
38,224
Total
$
6,700
$
9,232
$
25,617
$
26,606
$
2,519
$
1,998
$
–
$
72,672
Commercial – other:
Pass
$
43,037
$
21,347
$
18,837
$
8,834
$
–
$
7,341
$
–
$
99,396
Watch
9,984
17,469
14,993
1,000
–
1,171
–
44,617
Special Mention
–
–
–
–
–
2,617
–
2,617
Substandard
–
–
–
–
103
261
–
364
Total
$
53,021
$
38,816
$
33,830
$
9,834
$
103
$
11,390
$
–
$
146,994
SBA:
Pass
$
3,789
$
12,415
$
1,452
$
–
$
–
$
19
$
–
$
17,675
Substandard
–
571
–
148
–
–
–
719
Doubtful
–
–
–
–
–
74
–
74
Total
$
3,789
$
12,986
$
1,452
$
148
$
–
$
93
$
–
$
18,468
YTD gross charge-offs
$
–
$
–
$
–
$
–
$
–
$
( 36
)
$
–
$
( 36
)
Consumer:
Pass
$
38
$
–
$
–
$
–
$
–
$
–
$
–
$
38
Total
$
38
$
–
$
–
$
–
$
–
$
–
$
–
$
38
Total loans:
Pass
$
69,402
$
146,248
$
101,361
$
197,628
$
151,777
$
126,747
$
–
$
793,163
Watch
16,684
39,870
34,056
15,299
9,979
25,794
–
141,682
Special Mention
–
–
13,837
5,533
1,774
7,327
–
28,471
Substandard
–
571
13,977
28,965
13,242
3,835
–
60,590
Doubtful
–
–
–
2,079
–
74
–
2,153
Total loans
$
86,086
$
186,689
$
163,231
$
249,504
$
176,772
$
163,777
$
–
$
1,026,059
F-18
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
Special Mention
–
–
–
–
–
–
–
–
Substandard
–
–
–
–
–
–
–
–
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
Special Mention
–
–
–
–
–
–
–
–
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:
Pass
$
–
$
–
$
–
$
–
$
–
$
–
$
–
$
–
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
$
160,049
$
166,315
$
267,805
$
189,820
$
56,317
$
168,362
$
–
$
1,008,668
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. 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 $ 224 thousand and $ 277 thousand at December 31, 2025 and 2024,
respectively. The recovery of credit losses for off-balance sheet commitments was $ 53 thousand and $ 91 thousand for the years ended December 31, 2025 and 2024, respectively.
F-19
Table of Contents
Note 5 – Office Properties and Equipment, net
Year‑end office properties and equipment were as follows:
December 31,
2025
December 31,
2024
(In thousands)
Land
$
5,322
$
5,322
Office buildings and improvements
7,649
7,649
Furniture, fixtures, and equipment
1,358
1,214
14,329
14,185
Less accumulated depreciation
( 5,597
)
( 5,286
)
Office properties and equipment, net
$
8,732
$
8,899
Depreciation expense was $ 410 thousand and $ 424 thousand for the years ended December 31, 2025 and 2024, respectively.
Note 6 – Leases
Effective October 1, 2021, the Bank entered into an operating lease for its administrative offices at 4601 Wilshire Boulevard in Los Angeles. The operating lease has one 5 -year extension option at the
then fair market rate which was exercised during the year ended December 31, 2025.
The ROU asset represents our right to use the underlying asset during the lease
term. Operating lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease
liabilities are recognized based on the present value of the remaining lease payments using a discount rate that represents our incremental borrowing rate at the date of the lease’s inception. The ROU asset totaled $ 1.5 million and $ 420 thousand as of
December 31, 2025 and 2024, respectively, and was included in other assets on the consolidated statements of financial condition.
The lease liability totaled $ 1.5 million and $ 420 thousand as of December 31, 2025 and 2024, respectively, and was included in accrued expenses and other liabilities on the consolidated statements of financial condition.
The Bank has no finance leases.
The Company recognized rent expense of $ 242
thousand in both 2025 and 2024.
Additional information regarding our operating leases is summarized below for
the periods indicated (dollars in thousands):
Year Ended
December 31, 2025
Year Ended
December 31, 2024
Cash paid for amounts included in the measurement of
lease liabilities for operating leases
$
242
$
242
ROU assets obtained in exchange for lease liabilities
1,310
–
Weighted average remaining lease term in months
73
21
Weighted average discount rate
3.8
%
5.5
%
The future minimum payments for operating leases with remaining terms of one
year or more as of December 31, 2025 were as follows (in thousands):
Year ended December 31, 2026
$
249
Year ended December 31, 2027
271
Year ended December 31, 2028
271
Year ended December 31, 2029
271
Year ended December 31, 2030
271
Thereafter
293
Total future minimum lease payments
1,626
Amounts representing interest
( 135
)
Present value of net future minimum lease payments
$
1,491
F-20
Table of Contents
Note 7 – Goodwill and Core Deposit Intangible
The following tables present the changes in the carrying amounts of goodwill and core deposit intangibles for the years ended December
31, 2025 and 2024:
December 31, 2025
Goodwill
Core Deposit
Intangible
(In thousands)
Balance at the beginning of the period
$
25,858
$
1,775
Impairment
( 25,858
)
–
Amortization
–
( 315
)
Balance at the end of the period
$
–
$
1,460
December 31, 2024
Goodwill
Core Deposit
Intangible
(In thousands)
Balance at the beginning of the period
$
25,858
$
2,111
Amortization
-
( 336
)
Balance at the end of the period
$
25,858
$
1,775
Management engaged a third-party to complete the goodwill impairment testing as
of September 30, 2025. The quantitative test indicated that the carrying amount of the goodwill exceeded the fair value of the Company by approximately $ 25.9 million. On October 15, 2025, the Company’s management, with oversight of the Audit Committee of the Board of Directors of the Company, concluded that, based on its annual impairment
analysis, the Company’s goodwill was 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.
The carrying value and accumulated amortization related to the Company’s core deposit intangible consisted of the following at December 31, 2025 and 2024:
December 31,
2025
December 31,
2024
(In thousands)
Core deposit intangible acquired
$
3,329
$
3,329
Less: accumulated amortization
( 1,869
)
( 1,554
)
$
1,460
$
1,775
The following table outlines the estimated amortization expense
related to the core deposit intangible during the next five fiscal years:
(In thousands)
2026
$
304
2027
291
2028
279
2029
267
2030
256
Thereafter
63
$
1,460
F-21
Table of Contents
Note 8 – Derivatives
During the year ended
December 31, 2025, the Company began utilizing interest rate swap agreements with commercial banking customers to facilitate their interest rate management strategies. The Company entered into corresponding offsetting derivatives with third
parties. While these derivatives represent economic hedges, they do not qualify as hedges for accounting purposes.
The Company presents derivative position gross on the consolidated statements of financial condition. The notional amount of the interest rate swaps does not
represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate swap agreements. The following table presents the amounts recorded on the consolidated
statements of financial condition related to the Company’s interest rate swaps.
As of December 31, 2025
Notional Amount
Fair Value
Consolidated
Statements of
Financial
Condition
Category
(In thousands)
Derivatives in an asset position:
Derivatives not designated as hedging instruments:
Interest rate swaps related to customer loans
$
17,000
$
105
Other Assets
Total derivatives in an asset position
$
17,000
$
105
Derivatives in a liability position:
Derivatives not designated as hedging instruments:
Interest rate swaps related to customer loans
$
17,000
$
105
Total derivatives in a liability position
$
17,000
$
105
Accrued Expenses and Other Liabilities
The following table presents the effect of the Company’s derivative financial instruments on the Consolidated Statements of Operations.
For the Year Ended December 31, 2025
Location of Gain/Loss
Recognized on Derivatives on
Consolidated Statement of
Operations
Amount of Gain/Loss
Recognized on Derivatives
(In thousands)
Derivatives not designated as hedging instruments:
Interest rate swaps related to customer loans
Unrealized gain/loss
$
-
During the year ended December 31, 2025, the Company also recognized $ 194
thousand in swap fees in Other Income on the Consolidated Statement of Operations.
F-22
Table of Contents
Note 9 – Fair Value
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:
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:
T he
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).
Assets and Liabilities Measured on a Recurring Basis
Assets and liabilities 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 December 31, 2025 :
Securities available-for-sale:
Federal agency mortgage-backed securities
$
–
$
114,430
$
–
$
114,430
Federal agency CMOs
–
69,457
–
69,457
Federal agency debt
–
28,413
–
28,413
Municipal bonds
–
4,522
–
4,522
U.S. Treasuries
4,987
–
–
4,987
SBA pools
–
8,275
–
8,275
Asset-backed securities
–
9,269
–
9,269
Corporate bonds
–
17,482
–
17,482
Interest rate swap asset
–
105
–
105
Interest rate swap liability
–
( 105
)
–
( 105
)
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 years ended December 31, 2025 or 2024.
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.
Collateral-Dependent
Loans - The fair value of collateral-dependent loans with specific allocations of the allowance for loan losses is generally based on recent 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 for similar loans and
collateral underlying loans and result in a Level 3 classification.
F-23
Table of Contents
The table below presents assets measured at fair value on a nonrecurring
basis at December 31, 2025. At 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 December 31, 2025 :
Collateral dependent loans:
Real estate:
Single-family
$
-
$
-
$
424
$
424
Multi-family
-
-
2,094
2,094
Construction
-
-
7,435
7,435
Commercial - other
-
-
138
138
The following
table represents quantitative information about Level 3 fair value assumptions for assets measured at fair value on a non-recurring basis at December 31, 2025.
Fair Value
Valuation
Technique(s)
Unobservable Input(s)
Range
(In thousands)
At December 31, 2025 :
Collateral dependent loans:
Real estate:
Single-family
$
424
Market approach
Adjustments to market data
5 % - 10
%
Multi-family
2,094
Market approach
Adjustments to market data
5 % - 10
%
Construction
7,435
Market approach
Adjustments to market data
5 % - 10
%
Commercial - other
138
Market approach
Adjustments to market data
5 % - 10
%
Fair Values of Financial Instruments
The carrying amounts and estimated fair values of financial instruments as of the periods indicated were as follows:
Carrying
Fair Value Measurements at December 31, 2025
Value
Level 1
Level 2
Level 3
Total
(In thousands)
Financial Assets:
Cash and cash equivalents
$
10,507
$
10,507
$
–
$
–
$
10,507
Securities available-for-sale
256,835
4,987
251,848
–
256,835
Loans receivable held for investment
1,016,540
–
–
1,002,049
1,002,049
Accrued interest receivable
5,999
36
800
5,163
5,999
Interest rate swaps
105
–
105
–
105
Financial Liabilities:
Non interest bearing deposits
$
105,835
$
–
$
105,835
$
–
$
105,835
Interest bearing deposits
512,034
–
512,034
–
512,034
Time deposits
299,734
–
299,434
–
299,434
FHLB advances
72,000
–
72,019
–
72,019
Securities sold under agreements to repurchase
80,773
–
80,773
–
80,773
Accrued interest payable
1,633
–
1,633
–
1,633
Interest rate swaps
105
–
105
–
105
Carrying
Fair Value Measurements at December 31, 2024
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
FHLB advances
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
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.
F-24
Table of Contents
Note 10 – Deposits
Deposits are summarized as follows:
December 31,
2025
December 31,
2024
(In thousands)
Interest checking and other demand deposits
$
259,318
$
251,538
Non‑interest-bearing demand deposits
105,835
105,227
Money market deposits
211,962
125,862
Savings deposits
40,754
49,933
Certificates of deposit
299,734
212,839
Total
$
917,603
$
745,399
The Bank accepts two types of deposits from a deposit placement service called the Certificate of Deposit Account Registry Service (“CDARS”). Reciprocal deposits are
the Bank’s own retail deposits in amounts in excess of the insured limits. The CDARS program allows banks to place their customers’ funds in FDIC‑insured certificates of deposit at other banks and, at the same time, receive an equal sum of funds
from the customers of other banks in the CDARS Network. These deposits totaled $ 150.8 million and $ 145.8 million at December 31, 2025 and 2024, respectively and are not considered to be brokered deposits. The other type of deposit that may be
accepted under the CDARS program is nonreciprocal deposits which are considered to be brokered funds. As of December 31, 2025 and 2024, the Bank had no
such deposits.
During the year ended December 31, 2025, the Company purchased $ 70.0 million of nonreciprocal brokered certificates of deposit. The balance of these certificates of deposit was $ 70.0 million at December 31, 2025.
As of December 31, 2025 and 2024, approximately $ 413.5
million and $ 268.8 million of our total deposits (including deposits from affiliates) were not insured by FDIC insurance, which
represented 41 % and 32 %
of total deposits, respectively.
Scheduled maturities of certificates of deposit for the next five years are as follows:
Maturity
Amount
(In thousands)
2026
$
294,642
2027
3,692
2028
1,302
2029
66
2030
32
Thereafter
-
$
299,734
Certificates of deposit of $250 thousand or more totaled $ 105.1
million and $ 33.2 million at December 31, 2025 and 2024, respectively.
The Company has a significant concentration of deposits with five long‑time customers that accounted for approximately 28 % and 18 % of its deposits as of December 31, 2025 and 2024, respectively.
Deposits from principal officers, directors, and their affiliates totaled $ 24.8 million and $ 24.2 million at December 31, 2025 and 2024, respectively.
Note 11 – Borrowings
The following table summarizes information relating to FHLB advances at or for the periods indicated:
At or For the Year Ended
December 31,
2025
2024
(Dollars in thousands)
FHLB Advances:
Average balance outstanding during the year
$
93,431
$
199,893
Maximum amount outstanding at any month‑end during the year
$
150,750
$
209,298
Balance outstanding at end of year
$
72,000
$
195,532
Weighted average interest rate at end of year
3.79
%
4.03
%
Average cost of advances during the year
4.28
%
4.79
%
Weighted average maturity (in months)
–
(1)
–
(1)
The majority of FHLB advances are overnight borrowings
Of the $ 72.0 million FHLB advances
outstanding at December 31, 2025, $ 60.0 million is fixed-rate credit and subject to prepayment penalties if paid before its maturity
date. The advances were collateralized by $ 448.6 million and $ 521.7 million of commercial real estate loans at December 31, 2025 and 2024, respectively, under a blanket lien arrangement. Based on collateral pledged and the Company’s holdings of
FHLB stock as of December 31, 2025, the Company was eligible to borrow up to an additional $ 150.7 million at year‑end 2025.
Scheduled maturities of FHLB advances are as follows:
Amount
(In thousands)
2026
$
72,000
2027
–
$
72,000
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 terms of these loans were modified during the fourth quarter of 2025, at which point sale accounting treatment was applied and the debt was derecognized. The
Company had secured borrowings associated with these participation loan transactions of $ 0 and $ 31.4 million as of December 31, 2025 and 2024, respectively. The weighted average interest rate on the secured borrowings was 5.54 % at December 31, 2024.
On December 27,
2023, the Company borrowed $ 100.0 million from the Federal Reserve under the Bank Term Funding Program (“BTFP”). This borrowing was
paid off in December 2024. The interest rate on this borrowing was fixed at 4.84 %.
In addition, the
Bank had additional lines of credit of $ 10.0 million with other financial institutions as of December 31, 2025 and 2024. No amounts were drawn on the lines of credit at December 31, 2025 or 2024.
F-25
Table of Contents
Note 12 – Securities Sold Under Agreements to Repurchase
The Bank enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities. Under these
arrangements, the Bank may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Bank 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 Bank’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. As of December 31, 2025, securities sold under agreements to repurchase totaled $ 80.8 million at an
average rate of 3.66 %. These agreements mature on a daily basis, but management expects the agreements to be available in the
foreseeable future. The fair value of securities pledged totaled $ 83.7 million as of December 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.
Note 13 – Employee Benefit Plans
401(k) Plans
In July of 2022, the Broadway Federal Bank 401(k) benefit plan and the City First Bank 401(k) benefit plan were combined into one plan called “the City First
Bank 401(k) benefit plan” (the “401(k) Plan”). The 401(k) Plan allows employee contributions for substantially all employees up to 15 %
of their compensation, which are matched at a rate equal to 50 % of the first 6 % of compensation contributed. In addition, the 401(k) Plan makes a non-elective safe harbor contribution of 3 % of each eligible employee’s compensation. Expenses related to the 401(k) plans totaled $ 417
thousand in 2025 and $ 476 thousand in 2024.
ESOP Plan
Employee s participate in an Employee Stock Ownership Plan (“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 $ 149 thousand for
2025 and $ 188 thousand for 2024 .
Shares held by the ESOP were as follows:
December 31,
2025
December 31,
2024
(Dollars in thousands)
Allocated to participants
124,968
127,804
Committed to be released
55,568
30,036
Suspense shares
406,108
428,804
Total ESOP shares
586,644
586,644
Fair value of unearned shares
$
3,005
$
2,937
During 2025 and 2024, 0 and 30,036 of ESOP shares were released for allocation to participants, respectively. The outstanding book balance of unearned ESOP shares at December 31,
2025 and 2024 was $ 3.9 million and $ 4.2
million, respectively, which is shown as unearned ESOP shares in the equity section of the consolidated statements of financial condition.
During December 2022, the Company issued a $ 5 million line of credit to the ESOP Plan
for the purchase of additional shares. As of December 31, 2025 and December 31, 2024, the trustee for the ESOP had purchased 428,327 shares at a total cost of $ 3.9 million .
Note 14 – Income Taxes
The 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 carry forwards. 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.
F-26
Table of Contents
The Company adopted the disclosure requirements in ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , on a retrospective basis as of January 1, 2025. The adoption primarily impacted the presentation and disaggregation of the Company’s
income tax disclosures and did not affect the Company’s consolidated financial condition, results of operations, or cash flows.
The components of income tax expense (benefit) from continuing operations consisted of the following:
2025
2024
(In thousands)
Current
Federal
$
118
$
505
State
270
504
Foreign
–
–
Deferred
Federal
( 245
)
12
State
195
( 206
)
Foreign
–
–
Total
$
338
$
815
Income taxes paid, net of refunds received was as follows:
2025
2024
(In thousands)
Federal
$
–
$
150
California
215
200
Washington, D.C.
110
66
Total
$
325
$
416
Effective tax rates differ from the federal statutory rate of 21 %
applied to income before income taxes due to the following:
2025
2024
(In thousands)
(In thousands)
U. S. Federal statutory income tax
$
( 5,139
)
21.00
%
$
581
21.00
%
State and local taxes, net of federal benefit*
367
( 1.50
)%
211
7.62
%
Nontaxable or nondeductible items
Earnings from bank owned life insurance
( 72
)
0.29
%
( 10
)
( 0.36
)%
Tax-exempt interest, net of TEFRA disallowance
( 7
)
0.03
%
( 5
)
( 0.18
)%
Goodwill impairment
5,430
( 22.19
)%
–
0.00
%
Stock-based compensation
7
( 0.03
)%
38
1.37
%
Other, net
( 248
)
1.02
%
–
0.00
%
Effective tax rate
$
338
( 1.38
)%
$
815
29.43
%
*
State and local taxes in California
and Washington, D.C. made up the majority (greater than 50 percent) of the tax effect in this category.
Year‑end deferred tax assets and liabilities were due to the following:
2025
2024
(In thousands)
Deferred tax assets:
Allowance for credit losses
$
2,658
$
2,408
Accrued liabilities
851
483
State income taxes
56
108
Stock compensation
239
196
Tax loss carryforwards
1,900
1,880
Partnership investment
252
292
General business credit
1,007
1,544
Net unrealized loss on securities available-for-sale
2,403
4,864
Lease liability
424
127
Fair value adjustment on acquired loans
27
100
Other
316
166
Total deferred tax assets
10,133
12,168
Less: valuation allowance
( 449
)
( 449
)
Total deferred tax assets , net of valuation allowance
9,684
11,719
Deferred tax liabilities:
Deferred loan fees/costs
( 1,152
)
( 1,273
)
Basis difference on fixed assets
( 726
)
( 708
)
FHLB stock dividends
( 1
)
( 54
)
Prepaid expenses
( 261
)
( 172
)
Right of use assets
( 421
)
( 121
)
Core deposit intangibles
( 412
)
( 511
)
Total deferred tax liabilities
( 2,973
)
( 2,839
)
Net deferred tax assets
$
6,711
$
8,880
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, the amount of taxes paid in available carry‑back years, and the forecasts of future income and tax planning strategies. Based on this analysis, management determined that, as of December 31, 2025, a
valuation allowance of $ 449 thousand was required on the Company’s net deferred tax assets, which totaled $ 6.7 million (net of valuation allowance). As of December 31, 2024, a valuation allowance of $ 449 thousand was required on the Company’s net deferred tax assets, which totaled $ 8.9 million (net of valuation allowance).
As of December 31,
2025, the Company had California net operating loss carryforwards of $ 22.0 million which will begin to expire in 2032 if not
utilized. The Company also had federal general business credits of $ 1.0 million, which will begin to expire in 2033 if not utilized.
The Company did no t have any unrecognized tax benefits as of December 31, 2025 or 2024.
Federal tax years 2022 through 2025 remain open for the assessment of Federal income tax.
California tax years 2021 through 2025 remain open for the assessment of California franchise tax. Washington, D.C. tax years 2022 through 2025 remain open for the assessment of D.C. franchise tax. The Company is not currently under
examination by any tax authorities .
F-27
Table of Contents
Note 15 – 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 that could be awarded under that plan was 161,639 shares.
On June 21, 2023, stockholders approved the Amended
and Restated 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.
The following table summarizes stock option activity during the year ended December 31, 2025:
Number
Outstanding
Weighted
Average
Exercise
Price
Outstanding at beginning of year
12,500
$
12.96
Granted during the year
–
–
Exercised during the year
–
–
Forfeited or expired during the year
–
12.96
Outstanding at end of year
12,500
$
12.96
Exercisable at end of year
12,500
$
12.96
There was no stock-based compensation expense related to stock options during 2025 or 2024.
Options outstanding and exercisable at year‑end 2025 were as follows:
Outstanding
Exercisable
Grant Date
Number
Outstanding
Weighted
Average
Remaining
Contractual
Life
Weighted
Average
Exercise
Price
Aggregate
Intrinsic
Value
Number
Outstanding
Weighted
Average
Exercise
Price
Aggregate
Intrinsic
Value
February 24, 2016
12,500
$
12.96
12,500
$
12.96
12,500
0.12 years
$
12.96
$
–
12,500
$
12.96
$
–
Stock Awards to Directors
In March 2025 and May 2024, the Company awarded 23,232
and 19,832 shares of common stock, respectively, to its directors under the LTIP, which are fully vested. The Company recorded $ 168 thousand and $ 96 thousand of
compensation expense in the years ended December 31, 2025 and December 31, 2024, respectively, based on the fair value of the stock on the date of the award.
Restricted Stock
Awards to Employees
In March 2022, the Company issued 61,908 shares of restricted stock to its officers
and employees under the LTIP, of which 23,379 shares have been forfeited as of December 31, 2025. Each restricted stock award
was valued based on the fair value of the stock on the date of the award. These awarded shares of restricted stock fully vest over periods ranging from 36 months to 60 months from their respective dates of grant.
Stock-based compensation is recognized on a straight-line basis over the vesting period. During 2025 and 2024, the Company recorded $ 41
thousand and $ 88 thousand, respectively, of stock-based compensation expense related to shares awarded to employees.
On June 21, 2023, the Company issued 92,720 shares of restricted stock to its officers and employees under the Amended and Restated LTIP, of which 30,072 shares have been forfeited as of December 31, 2025. Each restricted stock award was valued based on the fair value of the stock on the date
of the award. These awarded shares of restricted stock fully vest over periods ranging from 36 months to 60 months from their respective dates of grant. Stock-based compensation is recognized on a straight-line basis over the vesting period. During
the years ended December 31, 2025 and 2024, the Company recorded $ 60 thousand and $ 113 thousand, respectively, of stock-based compensation expense related to these restricted stock awards.
On March 25, 2024, and April 5, 2024, the Company
issued a total of 126,083 shares of restricted stock to its officers and employees under the Amended and Restated LTIP, of
which 26,356 shares have been forfeited as of December 31, 2025. Each restricted stock award was valued based on the fair value of
the stock on the date of the award. These awarded shares of restricted stock fully vest over periods ranging from 36 months to 60 months from their respective dates of grant. Stock-based compensation is recognized on a straight-line basis over the vesting period. During
the years ended December 31, 2025 and 2024, the Company recorded $ 94 thousand and $ 108 thousand, respectively, of stock-based compensation expense related to these restricted stock awards.
On March 26, 2025 and May 28, 2025, the Company issued
a total of 96,478 shares of restricted stock to its officers and employees under the Amended and Restated LTIP, of which 17,048 shares have been forfeited as of December 31, 2025. Each restricted stock award was valued based on the fair value of the stock on the date
of the award. These awarded shares of restricted stock fully vest over periods ranging from 36 months to 48 months from their respective dates of grant. Stock-based compensation is recognized on a straight-line basis over the vesting period. During
the year ended December 31, 2025, the Company recorded $ 114 thousand of stock-based compensation expense related to these
restricted stock awards.
As of December 31, 2025, 367,181 shares had been awarded under the Amended and Restated LTIP and 281,958 shares were available to be awarded.
F-28
Table of Contents
A summary of restricted stock unit activity for the year ended December 31, 2025 is as follows:
Restricted Stock Units
(In thousands)
Weighted Average
Grant Date Fair Value
Remaining
Contractual Life
(months)
Unvested at December 31, 2024
184,874
$
8.91
31
Granted during period
119,710
7.15
29
Vested during period
( 95,566
)
–
–
Forfeited or expired during period
( 59,313
)
–
–
Unvested at December 31, 2025
149,705
$
8.50
24
As of December 31, 2025, there was $ 1.8 million of total
unrecognized equity-based compensation expense that the Company expects to recognize over the remaining contractual life.
Note 16 – Regulatory Matters
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” (“CBLR”) (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)
December 31, 2025 :
Community Bank Leverage Ratio
$
191,336
14.09
%
$
122,184
9.00
%
December 31, 2024 :
Community Bank Leverage Ratio
$
188,827
13.61
%
$
124,879
9.00
%
At
December 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 that would materially adversely change the Bank’s capital classifications. From time to time, we may need to raise additional capital to support the Bank’s further growth and to maintain the “well
capitalized” status.
Note 17 – Loan Commitments and Other Related Activities
Some financial instruments, such as loan commitments, credit lines, letters of credit, and overdraft protection, are issued to meet customer financing needs. These
are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off‑balance‑sheet risk for credit loss
exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment.
The contractual amounts of financial instruments with off‑balance‑sheet risk at year‑end were as follows:
2025
2024
(In thousands)
Commitments to make loans
$
2,095
$
6,201
Unfunded construction loans
19,253
38,486
Unused lines of credit – variable rates
3,050
3,934
Commitments to make loans are generally made for periods of 60
days or less.
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Table of Contents
Note 18 – Parent Company Only Condensed Financial Information
Condensed financial information of Broadway Financial Corporation follows:
Condensed Balance Sheets
December 31,
2025
2024
(In thousands)
Assets
Cash and cash equivalents
$
70,165
$
73,172
Investment in bank subsidiary
187,152
205,744
Other assets
5,601
6,161
Total assets
$
262,918
$
285,077
Liabilities and stockholders’ equity
Accrued expenses and other liabilities
$
167
$
104
Stockholders’ equity
262,751
284,973
Total liabilities and stockholders’ equity
$
262,918
$
285,077
Condensed Statements of Income
Years Ended December 31,
2025
2024
(In thousands)
Interest income
$
260
$
283
Interest expense
–
–
Other expense
( 1,125
)
( 988
)
Loss before income tax and undistributed subsidiary income
( 865
)
( 705
)
Income tax benefits
235
209
Equity in undistributed subsidiary (loss) income
( 24,165
)
2,425
Net (loss) income
$
( 24,795
)
$
1,929
Condensed Statements of Cash Flows
Years Ended December 31,
2025
2024
(In thousands)
Cash flows from operating activities
Net (loss) income
$
( 24,795
)
$
1,929
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Equity in undistributed subsidiary loss (income)
24,165
( 2,425
)
Stock awards expenses
625
593
Change in other assets
( 242
)
( 2,927
)
Change in accrued expenses and other liabilities
63
( 290
)
Net cash used in operating activities
( 184
)
( 3,120
)
Cash flows from financing activities
Dividends declared and paid- ECIP
( 3,000
)
( 1,567
)
City First Bank Fund Manager II distribution
( 170
)
–
Proceeds from repayment of ESOP loan
347
402
Net cash used in financing activities
( 2,823
)
( 1,165
)
Net change in cash and cash equivalents
( 3,007
)
( 4,285
)
Beginning cash and cash equivalents
73,172
77,457
Ending cash and cash equivalents
$
70,165
$
73,172
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Table of Contents
Note 19 – (Loss) Earnings Per Common Share
The factors used in the earnings per common share computation follow:
2025
2024
(In thousands,
except share and per share)
Net income attributable to Broadway Financial Corporation
$
( 24,795
)
$
1,929
Less: Net income attributable to participating securities
–
( 8
)
Less: Preferred stock dividends - ECIP
( 3,000
)
( 1,567
)
Income available to common stockholders
$
( 27,795
)
$
354
Weighted average common shares outstanding for basic earnings per common share
8,595,254
8,459,460
Add: Effects of unvested restricted stock awards
–
179,200
Weighted average common shares outstanding for diluted earnings per common share
8,595,254
8,638,660
Earnings per common share - basic
$
( 3.23
)
$
0.04
Earnings per common share - diluted
$
( 3.23
)
$
0.04
Stock options for 12,500 shares of common stock
for the years ended December 31, 2025 and 2024, were not considered in computing diluted earnings per common share because they were anti‑dilutive.
Basic earnings per share of common stock is computed pursuant to the two-class method by dividing net loss
available to common stockholders less dividends paid on participating securities (unvested shares of restricted common stock) and any undistributed loss 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 earnings per share of common stock includes the dilutive effect of unvested stock awards and additional potential common shares issuable under stock options. No unvested stock awards or potential common shares issuable under stock options were included in diluted earnings per share in either year.
F-31
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.