Eagle Bancorp Montana, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Disclosure Controls and Procedures We conducted an evaluation under the supervision and with the participation of our management including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”) of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as amended, as of December 31, 2024, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to management to allow timely decisions regarding required disclosure. Based on that evaluation, our CEO and CFO concluded that as of December 31, 2024, our disclosure controls and procedures were not effective as of such date due to a material weakness in internal control over financial reporting as described below. Management Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our management conducted an assessment of the effectiveness of our internal control over financial reporting. This assessment was based upon the criteria for effective internal control over financial reporting established in the 2013 Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s internal control over financial reporting involves a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes the controls themselves, as well as monitoring of the controls and internal auditing practices and actions to correct deficiencies identified. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. Based on this assessment, management concluded that, as of December 31, 2024, the Company’s internal control over financial reporting was not effective. In connection with the preparation of this Annual Report on Form 10-K, we identified a material weakness in internal control over financial reporting related to the design of controls over preparation of the statement of cash flows. Specifically, the Company’s controls were not designed at a sufficient level of precision to ensure the proper classification of borrowings as short-term or long-term so that the borrowings from and repayments to are appropriately presented either on a net basis or a gross basis within the financing section of the statement of cash flows. A material weakness is a deficiency, or a 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 control deficiency created a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis. As a result, management believes that, as of December 31, 2024, our internal control over financial reporting was not effective. The Company’s independent registered public accounting firm, Moss Adams LLP has issued an adverse audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, which appears in Item 8 of this Form 10-K. Following identification of the material weakness and prior to filing this Annual Report on Form 10-K, we completed procedures to ensure borrowings were classified correctly on the statement of cash flows for the year ended December 31, 2024. Based on these procedures, management believes that our consolidated financial statements included in this Form 10-K have been prepared in accordance with U.S. GAAP. Our CEO and CFO have certified that, based on their knowledge, the financial statements, and other financial information included in this Form 10-K, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Form 10-K. Moss Adams LLP has issued an unqualified opinion on our financial statements, which is included in Item 8 of this Form 10-K. Changes in Internal Control over Financial Reporting There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended December 31, 2024 that have materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting. Remediation Plan As noted above, subsequent to December 31, 2024, we identified a material weakness in internal control related to the review of the classification of borrowings in the financing activities section of the statement of cash flows. Management, with oversight from the Audit Committee, is implementing measures designed to ensure that the control deficiency contributing to the material weakness is remediated so that controls are designed, implemented and operating effectively. The remediation action includes restructuring the design of control activities, including consideration of system impacts, surrounding the classification of borrowing activities in order to facilitate appropriate presentation in the financial statements. We believe this action will remediate the material weakness. The weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We expect that the remediation of this material weakness will be completed in 2025. ITEM 9B. OTHER INFORMATION. Adoption or Termination of Trading Arrangements by Directors and Executive Officers. During the quarter ended December 31, 2024 , no director or officer (as defined in Rule 16a - 1 (f) under the Securities Exchange Act of 1934 ) of the Company adopted or terminated a "Rule 10b5 - 1 trading arrangement" or "non-Rule 10b5 - 1 trading arrangement," as each term is defined in Item 408 (a) of Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION. Not applicable. 38 Table of Contents PART III Except as provided below, the information required by Items 10, 11, 12, 13 and 14 is hereby incorporated by reference from our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the close of our year ended December 31, 2024. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Information about our directors may be found under the caption “Proposal I – Election of Directors” in our Proxy Statement for the 2025 Annual Meeting of Stockholders (the “Proxy Statement”). The information in the Proxy Statement set forth under the captions of “Board Attendance and Committees,” “Board Leadership Structure,” “The Board’s Role in Risk Oversight” and “Code of Ethics” is incorporated herein by reference. Information about our executive officers may be found under the caption "Executive Officers" in our Proxy Statement and is incorporated herein by reference. Code of Ethics We have a code of ethics that applies to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer and our Board. Our Code of Ethics and Conflict of Interest Policy is available on our website at www.opportunitybank.com . We will disclose on our website any amendments to or waivers from any provision of our Code of Ethics and Conflict of Interest Policy that applies to any of the directors or executive officers. ITEM 11. EXECUTIVE COMPENSATION. The information in the Proxy Statement set forth under the captions of “Directors’ Compensation” and “Executive Compensation” is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The information in the Proxy Statement set forth under the caption of “Beneficial Ownership of Common Stock” is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. The information in the Proxy Statement set forth under the captions of “Transactions with Certain Related Persons” and “Board Independence” is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. The information in the Proxy Statement set forth under the caption of “Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm” is incorporated herein by reference. PART IV ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES. (a) (1) The following documents are filed as part of this report: The audited Consolidated Statements of Financial Condition of Eagle Bancorp Montana, Inc. and subsidiaries as of December 31, 2024 and 2023 and the related Consolidated Statements of Income, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Shareholders' Equity and Consolidated Statements of Cash Flows for the years then ended, together with the related notes and Report of Independent Registered Public Accounting Firm. (2) Schedules omitted as they are not applicable. (3) Exhibits. 39 Table of Contents Exhibits 10.1 through 10.16 and 10.23 through 10.36 are management contracts or compensatory plans or arrangements. 2.1 Agreement and Plan of Merger, dated as of September 30, 2021, by and among Eagle Bancorp Montana, Inc., Opportunity Bank of Montana, First Community Bancorp, Inc. and First Community bank (incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed on October 1, 2021)* 3.1 Amended and Restated Certificate of Incorporation of Eagle Bancorp Montana, Inc. (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed on February 23, 2010). 3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 of our Quarterly Report on Form 10-Q filed on May 9, 2019). 3.3 Bylaws of Eagle Bancorp Montana, Inc., amended as of August 20, 2015 (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed on August 25, 2015). 4.1 Form of Common Stock Certificate of Eagle Bancorp Montana, Inc. (incorporated by reference to Exhibit 4 of our Registration Statement on Form S-1 filed on December 17, 2009). 4.2 Form of 6.75% Subordinated Note due 2025 (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed on June 19, 2015). 4.3 Form of 5.75% Subordinated Note due 2022 (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed on February 13, 2017). 4.4 Description of Eagle Bancorp Montana, Inc.’s Securities Registered under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.4 of our Annual Report on Form 10-K filed on March 11, 2020). 4.5 Form of 3.50% Subordinated Note due 2032 (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed on January 24, 2022). 4.6 Indenture dated January 21, 2022, by and between Eagle Bancorp Montana, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed on January 24, 2022). 10.1 Employment Contract, effective as of April 27, 2015, among Peter J. Johnson, Eagle Bancorp Montana, Inc. and Opportunity Bank of Montana (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed on April 29, 2015). 10.2 Form of Change in Control Agreement entered into between Opportunity Bank of Montana and its executive officers (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on September 28, 2022). 10.3 Amended Salary Continuation Agreement, dated April 27, 2015, between Peter J. Johnson and Opportunity Bank of Montana (incorporated by reference to Exhibit 10.7 of our Current Report on Form 8-K filed on August 24, 2015). 10.4 Amendment to Salary Continuation Agreement between Opportunity Bank of Montana and Peter J. Johnson (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed on October 11, 2018). 10.5 Second Amendment to the Salary Continuation Agreement between Opportunity Bank of Montana and Peter J. Johnson dated August 20, 2021 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on August 24, 2021). 10.6 Salary Continuation Agreement, dated November 1, 2014, between Laura F. Clark and Opportunity Bank of Montana (incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q filed on May 9, 2019). 10.7 Amendment to Salary Continuation Agreement between Opportunity Bank of Montana and Laura F. Clark (incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed on October 11, 2018). 10.8 Amendment to Salary Continuation Agreement between Opportunity Bank of Montana and Laura F. Clark (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on September 22, 2020). 10.9 Salary Continuation Agreement, dated November 16, 2006, between Rachel R. Amdahl and American Federal Savings Bank (incorporated by reference to Exhibit 10.18 of our Amendment No. 1 to Registration Statement on Form S-1 filed on February 1, 2010). 10.10 American Federal Savings Bank Split-Dollar Plan, effective October 21, 2004 (incorporated by reference to Exhibit 10.19 of our Amendment No. 1 to Registration Statement on Form S-1 filed on February 1, 2010). 10.11 Summary of American Federal Savings Bank Bonus Plan (incorporated by reference to Exhibit 10.20 of our Amendment No. 2 to Registration Statement on Form S-1 filed on February 16, 2010). 40 Table of Contents 10.12 2011 Stock Incentive Plan for Directors, Officers and Employees (incorporated by reference to Exhibit 10.1 of the Registration Statement on Form S-8 (File No. 333-182360) filed with the SEC on June 27, 2012). 10.13 Amendment No. 1 to the Eagle Bancorp Montana, Inc. 2011 Stock Incentive Plan for Directors, Officers, and Employees (incorporated by reference to Exhibit 10.13 of our Annual Report on Form 10-K filed on March 15, 2016). 10.14 Amendment No. 2 to the Eagle Bancorp Montana, Inc. 2011 Stock Incentive Plan for Directors, Officers and Employees (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on April 21, 2017). 10.15 Amendment No. 3 to the Eagle Bancorp Montana, Inc. 2011 Stock Incentive Plan for Directors, Officers and Employees (incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q filed on May 11, 2020). 10.16 Amendment No. 4 to the Eagle Bancorp Montana, Inc. 2011 Stock Incentive Plan for Directors, Officers and Employees (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on April 27, 2022. 10.17 Form of Subordinated Note Purchase Agreement (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on June 19, 2015). 10.18 Form of Subordinated Note Purchase Agreement (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on February 13, 2017). 10.19 Form of Subordinated Note Purchase Agreement dated June 10, 2020, by and among Eagle Bancorp Montana, Inc. and the Purchasers (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on June 10, 2020). 10.20 Form of Subordinated Note Purchase Agreement dated January 21, 2022, by and among Eagle Bancorp Montana, Inc. and the Purchasers (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on January 24, 2022). 10.21 Form of Registration Rights Agreement dated January 21, 2022, by and among Eagle Bancorp Montana, Inc. and the Purchasers (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed on January 24, 2022). 10.22 Form of Eagle Bancorp Montana, Inc. Indemnification Agreement (incorporated by reference to Exhibit 10.15 of our Annual Report on Form 10-K filed on March 12, 2019). 10.23 Salary Continuation Agreement between Opportunity Bank of Montana and Patrick D. Rensmon (incorporated herein by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on October 11, 2018). 10.24 Salary Continuation Agreement between Opportunity Bank of Montana and Mark O’Neill (incorporated by reference to Exhibit 10.4 of our Quarterly Report on Form 10-Q filed on November 14, 2018). 10.25 Salary Continuation Agreement between Opportunity Bank of Montana and Dale Field (incorporated by reference to Exhibit 10.2 of our Quarterly Report on Form 10-Q filed on May 9, 2019). 10.26 Second Amendment to Salary Continuation Agreement between Opportunity Bank of Montana and Dale Field (incorporated by reference to Exhibit 10.2 of our Quarterly Report on Form 10-Q filed on November 4, 2022). 10.27 Amendment to Salary Continuation Agreement between Opportunity Bank of Montana and Dale Field (incorporated by reference to Exhibit 10.5 of our Quarterly Report on Form 10-Q filed on November 14, 2018). 10.28 Salary Continuation Agreement between Opportunity Bank of Montana and Chantelle Nash (incorporated by reference to Exhibit 10.3 of our Quarterly Report on Form 10-Q filed on May 9, 2019). 10.29 Amendment to Salary Continuation Agreement between Opportunity Bank of Montana and Chantelle Nash (incorporated by reference to Exhibit 10.6 of our Quarterly Report on Form 10-Q filed on November 14, 2018). 10.30 Salary Continuation Agreement between Opportunity Bank of Montana and Linda Chilton (incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q filed on November 5, 2020). 10.31 2020 Non-Employee Director Award Plan (incorporated by reference to Exhibit 10.2 of our Quarterly Report on Form 10-Q filed on May 11, 2020). 10.32 Amendment No. 1 to the 2020 Non-Employee Director Award Plan (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on April 26, 2023). 10.33 Salary Continuation Agreement between Opportunity Bank of Montana and Alana Binde (incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q filed on November 4, 2022). 10.34 Salary Continuation Agreement between Opportunity Bank of Montana and Miranda Spaulding (incorporated by reference to Exhibit 10.2 of our Quarterly Report on Form 10-Q filed on November 9, 2022). 10.35 Deferred Compensation Agreement between Eagle Bancorp Montana, Inc. and Peter J. Johnson (incorporated by reference to Exhibit 10.34 of our Annual Report on Form 10-K filed on March 8, 2023). 41 Table of Contents 10.36 Employment Agreement, effective as of May 25, 2023, among Laura F. Clark, Eagle Bancorp Montana, Inc., and Opportunity Bank of Montana (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on June 1, 2023). 10.37 Fourth Amendment to Salary Continuation Agreement between Opportunity Bank of Montana and Laura F. Clark adopted October 17, 2024 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on October 22, 2024). 10.38 First Amendment to Salary Continuation Agreement between Opportunity Bank of Montana and Miranda J. Spaulding adopted October 17, 2024 (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed on October 22, 2024). 10.39 Third Amendment to Salary Continuation Agreement between Opportunity Bank of Montana and Dale F. Field adopted October 17, 2024 (incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed on October 22, 2024). 10.40 Second Amendment to Salary Continuation Agreement between Opportunity Bank of Montana and Rachel R. Amdahl adopted November 1, 2024 (incorporate by reference to Exhibit 10.4 of our Current Report on Form 10-Q filed on November 11,2024). 10.41 First Amendment to Salary Continuation Agreement between Opportunity Bank of Montana and Alana Binde adopted November 1, 2024 (incorporate by reference to Exhibit 10.5 of our Current Report on Form 10-Q filed on November 11,2024). 10.42 Second Amendment to Salary Continuation Agreement between Opportunity Bank of Montana and Chantelle Nash adopted November 1, 2024 (incorporate by reference to Exhibit 10.6 of our Current Report on Form 10-Q filed on November 11,2024). 10.43 First Amendment to Salary Continuation Agreement between Opportunity Bank of Montana and Mark O'Neill adopted November 1, 2024 (incorporate by reference to Exhibit 10.7 of our Current Report on Form 10-Q filed on November 11,2024). 10.44 First Amendment to Salary Continuation Agreement between Opportunity Bank of Montana and Patrick D. Rensmon adopted November 1, 2024 (incorporate by reference to Exhibit 10.8 of our Current Report on Form 10-Q filed on November 11,2024). 19.1 Insider Trading Policies and Procedures. 21.1 Subsidiaries of Registrant. 23.1 Consent of Moss Adams LLP. 31.1 Certification by Laura F. Clark, Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification by Miranda J. Spaulding, Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification by Laura F. Clark, Chief Executive Officer and Miranda J. Spaulding, 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 Eagle Bancorp Montana, Inc. Clawback Policy (incorporated by reference to Exhibit 97.1 of our Annual Report on Form 10-K filed on March 6, 2024). * The schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Eagle Bancorp Montana agrees to furnish supplementally a copy of such schedules, or any section thereof, to the SEC upon request. (b) See item 15(a)(3) above. (c) See Item 15(a)(1) and 15(a)(2) above. 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ITEM 16. FORM 10-K SUMMARY. None. 42 Table of Contents 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. EAGLE BANCORP MONTANA, INC. /s/ Laura F. Clark Laura F. Clark President and Chief Executive Officer March 14, 2025 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. Signatures Title Date /s/ Laura F. Clark President and Chief Executive Officer March 14, 2025 Laura F. Clark Director (Principal Executive Officer) /s/ Miranda J. Spaulding Chief Financial Officer March 14, 2025 Miranda J. Spaulding (Principal Financial Officer and Principal Accounting Officer) /s/ Rick F. Hays Chairman March 14, 2025 Rick F. Hays /s/ Thomas J. McCarvel Vice Chairman March 14, 2025 Thomas J. McCarvel /s/ Peter J. Johnson Director March 14, 2025 Peter J. Johnson /s/ Maureen J. Rude Director March 14, 2025 Maureen J. Rude /s/ Shavon R. Cape Director March 14, 2025 Shavon R. Cape /s/ Tanya J. Chemodurow Director March 14, 2025 Tanya J. Chemodurow /s/ Kenneth M. Walsh Director March 14, 2025 Kenneth M. Walsh /s/ Corey Jensen Director March 14, 2025 Corey Jensen /s/ Cynthia A. Utterback Director March 14, 2025 Cynthia A. Utterback /s/ Samuel D. Waters Director March 14, 2025 Samuel D. Waters 43 Table of Contents AND SUBSIDIAR IES CONSOLIDATED FINANCIAL STATEMENTS and REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM December 31, 2024 and 2023 Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES Contents Page Report of Independent Registered Public Accounting Firm ( Moss Adams LLP , Spokane, Washington , PCAOB ID: 659 ) 1 Financial Statements Consolidated Statements of Financial Condition 5 Consolidated Statements of Income 6 Consolidated Statements of Comprehensive Income 7 Consolidated Statements of Changes in Shareholders’ Equity 8 Consolidated Statements of Cash Flows 9 Notes to Consolidated Financial Statements 11 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Eagle Bancorp Montana, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated statements of financial condition of Eagle Bancorp Montana, Inc. (and subsidiaries) (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, because of the effect of the material weakness identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Annual Report on Internal Control over Financial Reporting included in Item 9A. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements 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 audits 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. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. - 1 - Table of Contents A material weakness is a deficiency, or a 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 weakness has been identified and included in management’s assessment in Item 9A: The Company’s controls were not designed at a sufficient level of precision to ensure the proper classification of borrowings as short-term or long-term so that the borrowings from and repayments to are appropriately presented either on a net basis or a gross basis within the financing section of the statement of cash flows. We considered the material weakness in determining the nature, timing, and extent of audit tests applied in our audit of the Company’s consolidated financial statements as of and for the year ended December 31, 2024, and our opinion on such consolidated financial statements was not affected. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A 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 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, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate. - 2 - Table of Contents Allowance for Credit Losses – Qualitative Factors As described in Note 3 to the consolidated financial statements, the Company’s allowance for credit losses (ACL) on loans was $16.9 million at December 31, 2024. The ACL on loans is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. The ACL on loans is measured on a collective pool basis when similar risk characteristics exist. The Company utilizes the Weighted Average Remaining Maturity (WARM) methodology, which applies historical loss rates over the estimated remaining life of each loan pool. Modeled expected losses are adjusted to reflect current economic conditions and reasonable and supportable forecasts through the use of quantitative models and qualitative factors. Loans considered to have different risk characteristics that do not fall within any pool are analyzed individually. We identified management’s estimation of qualitative factors used to adjust the modeled expected losses as a critical audit matter. The estimation of these factors, based on management’s evaluation of available internal and external data, is subjective in nature and requires significant judgment by management. Auditing management’s judgments regarding the determination of qualitative factors applied to the ACL on loans involves a high degree of subjectivity. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures related to qualitative factors included the following, among others: ● Testing the design, implementation, and operating effectiveness of controls relating to management’s calculation of the allowance for credit losses, including controls over the identification and assessment of the qualitative factors used. ● Testing the methodology used in the ACL calculation and evaluating whether the qualitative factors used in the calculation are supported by management’s analysis, including testing the key underlying information utilized by management; ● Testing the mathematical accuracy of the ACL calculation and the application of the qualitative factors within the calculation; ● Developing an independent expectation of the ACL using a combination of internal and external data and comparing the expected balance to the Company’s recorded amounts. Goodwill As described in Note 1 to the consolidated financial statements, the Company’s goodwill balance was $34.7 million as of December 31, 2024. The Company assesses goodwill for impairment annually, or more often if events or circumstances indicate there may be impairment. During the year ended December 31, 2024, the Company identified a triggering event and performed an interim impairment test as of August 31, 2024, in addition to its annual impairment test as of October 31, 2024. The impairment tests did not result in any goodwill impairment for the year ended December 31, 2024. We identified the goodwill impairment tests performed during the period as a critical audit matter. The determination of the fair value of the Company’s reporting unit requires management to make significant assumptions that are subject to estimation uncertainty. The performance of audit procedures related to management’s estimates for the interim and annual impairment tests required extensive audit effort, including the use of personnel with specialized skill and knowledge pertaining to valuation techniques. Additionally, the evaluation of audit evidence of more sensitive assumptions required especially challenging and subjective auditor judgment, including those assumptions underlying the projections of future cash flows utilized in the income approach, the selection of peer data utilized in the market approach, and the relative weight assigned to the different valuation methodologies. - 3 - Table of Contents Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures related to the methods and assumptions used in the goodwill impairment tests included the following, among others: ● Testing the design, implementation, and operating effectiveness of controls relating to the methods and assumptions used in the Company’s goodwill impairment tests; ● With the assistance of our valuation specialist, (1) testing the reasonableness of the methods and certain key assumptions used and (2) performing a shadow calculation to recreate the results of the valuation model; ● Evaluating the relative weight assigned to the valuations indicated by the market and income approaches; ● Validating the completeness, accuracy, and reliability of underlying data used in the Company’s analysis; ● Evaluating the reasonableness of the assumptions utilized by the Company in the determination of the estimated projected cash flows used in the income approach and the reasonableness of the selection of peer data utilized in the market approach. /s/ Moss Adams LLP Spokane, Washington March 14, 2025 We have served as the Company’s auditor since 2019. - 4 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Dollars in Thousands, Except for Per Share Data) December 31, 2024 2023 ASSETS: Cash and due from banks $ 29,824 $ 23,243 Interest-bearing deposits in banks 1,735 1,302 Federal funds sold - - Total cash and cash equivalents 31,559 24,545 Securities available-for-sale, at fair value (amortized cost of $ 319,939 and $ 345,355 at December 31, 2024 and December 31, 2023, respectively) 292,590 318,279 Federal Home Loan Bank ("FHLB") stock 7,778 9,191 Federal Reserve Bank ("FRB") stock 4,131 4,131 Mortgage loans held-for-sale, at fair value 13,368 11,432 Loans receivable, net of allowance for credit losses of $ 16,850 and $ 16,440 at December 31, 2024 and December 31, 2023, respectively 1,503,796 1,468,049 Accrued interest and dividends receivable 12,890 12,485 Mortgage servicing rights, net 15,376 15,853 Assets held-for-sale, at cost 960 - Premises and equipment, net 101,540 94,282 Cash surrender value of life insurance, net 53,232 47,939 Goodwill 34,740 34,740 Core deposit intangible, net 4,499 5,880 Deferred tax asset, net 10,364 9,771 Other assets 16,267 19,089 Total assets $ 2,103,090 $ 2,075,666 LIABILITIES: Deposit accounts: Noninterest-bearing $ 419,211 $ 418,727 Interest-bearing 1,262,017 1,216,468 Total deposits 1,681,228 1,635,195 Accrued expenses and other liabilities 47,018 36,462 FHLB advances and other borrowings 140,930 175,737 Other long-term debt: Principal amount 60,155 60,155 Unamortized debt issuance costs ( 1,006 ) ( 1,156 ) Total other long-term debt, net 59,149 58,999 Total liabilities 1,928,325 1,906,393 COMMITMENTS AND CONTINGENCIES (NOTE 10) SHAREHOLDERS' EQUITY: Preferred stock (par value $ 0.01 per share; 1,000,000 shares authorized; no shares issued or outstanding) - - Common stock ($ 0.01 par value; 20,000,000 shares authorized; 8,507,429 shares issued at December 31, 2024 and 2023 respectively; 8,027,177 and 8,016,784 shares outstanding at December 31, 2024 and 2023, respectively) 85 85 Additional paid-in capital 108,334 108,819 Unallocated common stock held by Employee Stock Ownership Plan ("ESOP") ( 4,011 ) ( 4,583 ) Treasury stock, at cost ( 480,252 and 490,645 shares at December 31, 2024 and 2023, respectively) ( 10,761 ) ( 11,124 ) Retained earnings 101,264 96,021 Accumulated other comprehensive loss, net of tax ( 20,146 ) ( 19,945 ) Total shareholders' equity 174,765 169,273 Total liabilities and shareholders' equity $ 2,103,090 $ 2,075,666 The accompanying notes are an integral part of these consolidated financial statements. - 5 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Dollars in Thousands, Except for Per Share Data) Years Ended December 31, 2024 2023 INTEREST AND DIVIDEND INCOME: Interest and fees on loans $ 92,282 $ 79,423 Securities available-for-sale 10,428 11,376 FHLB and FRB dividends 1,085 727 Other interest income 416 89 Total interest and dividend income 104,211 91,615 INTEREST EXPENSE: Deposits 27,838 17,857 FHLB advances and other borrowings 10,211 8,562 Other long-term debt 2,724 2,719 Total interest expense 40,773 29,138 NET INTEREST INCOME 63,438 62,477 Provision for credit losses 518 1,456 NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES 62,920 61,021 NONINTEREST INCOME: Service charges on deposit accounts 1,645 1,757 Mortgage banking, net 10,014 14,970 Interchange and ATM fees 2,540 2,524 Appreciation in cash surrender value of life insurance 2,054 1,466 Net loss on sale of available-for-sale securities ( 141 ) ( 222 ) Other noninterest income 1,664 2,227 Total noninterest income 17,776 22,722 NONINTEREST EXPENSE: Salaries and employee benefits 39,715 42,973 Occupancy and equipment expense 8,531 8,072 Data processing 6,209 5,943 Software subscriptions 2,127 2,064 Advertising 1,312 1,375 Amortization 1,391 1,587 Loan costs 1,567 1,887 Federal Deposit Insurance Corporation ("FDIC") insurance premiums 1,165 1,150 Professional and examination fees 1,941 1,922 Other noninterest expense 5,348 5,116 Total noninterest expense 69,306 72,089 INCOME BEFORE PROVISION FOR INCOME TAXES 11,390 11,654 Provision for income taxes 1,612 1,598 NET INCOME $ 9,778 $ 10,056 BASIC EARNINGS PER COMMON SHARE $ 1.25 $ 1.29 DILUTED EARNINGS PER COMMON SHARE $ 1.24 $ 1.29 The accompanying notes are an integral part of these consolidated financial statements. - 6 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Dollars in Thousands) Years Ended December 31, 2024 2023 NET INCOME $ 9,778 $ 10,056 OTHER ITEMS OF COMPREHENSIVE (LOSS) INCOME BEFORE TAX: Change in fair value of investment securities available-for-sale ( 414 ) 8,482 Reclassification for net realized losses on investment securities available-for-sale 141 222 Total other comprehensive (loss) income ( 273 ) 8,704 Income tax benefit (provision) related to securities available-for-sale 72 ( 2,292 ) COMPREHENSIVE INCOME $ 9,577 $ 16,468 The accompanying notes are an integral part of these consolidated financial statements. - 7 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Dollars in Thousands, Except for Per Share Data) Accumulated Additional Unallocated Other Preferred Common Paid-In ESOP Treasury Retained Comprehensive Stock Stock Capital Shares Stock Earnings (Loss) Income Total Balance at January 1, 2024 $ - $ 85 $ 108,819 $ ( 4,583 ) $ ( 11,124 ) $ 96,021 $ ( 19,945 ) $ 169,273 Net income - - - - - 9,778 - 9,778 Other comprehensive loss - - - - - - ( 201 ) ( 201 ) Dividends paid ($ 0.565 per share) - - - - - ( 4,535 ) - ( 4,535 ) Stock compensation expense - - 523 - - - - 523 Treasury stock reissued for stock incentive plans ( 35,393 shares at $ 22.07 average cost per share) - - ( 781 ) - 781 - - - ESOP shares allocated ( 23,990 shares) - - ( 227 ) 573 - - - 346 Treasury stock purchased ( 25,000 shares at $ 16.74 average cost per share) - - - - ( 419 ) - - ( 419 ) Balance at December 31, 2024 $ - $ 85 $ 108,334 $ ( 4,010 ) $ ( 10,762 ) $ 101,264 $ ( 20,146 ) $ 174,765 Balance at January 1, 2023 $ - $ 85 $ 109,164 $ ( 5,156 ) $ ( 11,343 ) $ 92,023 ( 26,357 ) $ 158,416 Net income - - - - - 10,056 - 10,056 Other comprehensive income - - - - - - 6,412 6,412 Impact of the adoption of ASC 326 Credit Losses - - - - - ( 1,616 ) - ( 1,616 ) Dividends paid ($ 0.555 per share) - - - - - ( 4,442 ) - ( 4,442 ) Stock compensation expense - - 347 - - - - 347 Treasury stock reissued for stock incentive plans ( 25,751 shares at $ 15.85 average cost per share) - - ( 450 ) 450 - - - ESOP shares allocated ( 23,990 shares) - - ( 242 ) 573 - - - 331 Treasury stock purchased ( 17,901 shares at $ 12.89 average cost per share) - - - - ( 231 ) - - ( 231 ) Balance at December 31, 2023 $ - $ 85 $ 108,819 $ ( 4,583 ) $ ( 11,124 ) $ 96,021 $ ( 19,945 ) $ 169,273 The accompanying notes are an integral part of these consolidated financial statements. - 8 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Thousands) Years Ended December 31, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 9,778 $ 10,056 Adjustments to reconcile net income to net cash provided by operating activities: Provision for credit losses 518 1,456 Depreciation 5,170 3,934 Net amortization of investment securities premiums and discounts 1,027 1,051 Amortization of mortgage servicing rights 1,833 1,706 Amortization of right-of-use assets 498 664 Amortization of core deposit intangibles 1,391 1,587 Compensation expense related to restricted stock awards 523 347 ESOP compensation expense for allocated shares 346 331 Deferred income tax benefit ( 529 ) ( 671 ) Net gain on sale of loans ( 6,741 ) ( 11,396 ) Originations of loans held-for-sale ( 214,323 ) ( 347,711 ) Proceeds from sales of loans held-for-sale 217,772 353,778 Net realized loss on sales of available-for-sale securities 141 222 Net appreciation in cash surrender value of life insurance ( 3,036 ) ( 1,466 ) Net change in: Accrued interest and dividends receivable ( 405 ) ( 1,201 ) Other assets 516 ( 10,273 ) Accrued expenses and other liabilities 14,060 6,932 Net cash provided by operating activities 28,539 9,346 CASH FLOWS FROM INVESTING ACTIVITIES: Activity in available-for-sale securities: Sales 14,121 34,020 Maturities, principal payments and calls 21,145 32,695 Purchases ( 10,980 ) ( 28,126 ) FHLB stock redeemed (purchased) 1,413 ( 4,102 ) Loan origination and principal collection, net ( 36,204 ) ( 130,742 ) (Purchase) proceeds of bank owned life insurance ( 3,275 ) 1,230 Proceeds from sale of real estate and other repossessed assets acquired in settlement of loans 3 - Proceeds from sale of premises and equipment 60 1,009 Purchases of premises and equipment, net ( 14,080 ) ( 14,189 ) Net cash used in investing activities ( 27,797 ) ( 108,205 ) CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in deposits 46,033 ( 77 ) Net short-term (payments) advances from FHLB and other borrowings ( 107,724 ) 91,343 Advances on long-term FHLB and other borrowings 135,000 15,000 Payments on long-term FHLB and other borrowings ( 62,083 ) - Purchase of treasury stock ( 419 ) ( 231 ) Dividends paid ( 4,535 ) ( 4,442 ) Net cash provided by financing activities 6,272 101,593 NET INCREASE IN CASH AND CASH EQUIVALENTS 7,014 2,734 CASH AND CASH EQUIVALENTS, beginning of period 24,545 21,811 CASH AND CASH EQUIVALENTS, end of period $ 31,559 $ 24,545 The accompanying notes are an integral part of these consolidated financial statements. - 9 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Dollars in Thousands) Years Ended December 31, 2024 2023 (In Thousands) SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the year for interest $ 37,910 $ 24,815 Cash paid during the year for income taxes, net of refunds 549 3,009 NON-CASH OPERATING, INVESTING AND FINANCING ACTIVITIES: (Decrease) increase in fair value of securities available-for-sale $ ( 273 ) $ 8,704 Mortgage servicing rights recognized 1,356 2,147 Right-of-use assets (used) obtained in exchange for lease liabilities ( 151 ) 11 Loans transferred to real estate and other assets acquired in foreclosure 49 5 (Increase) decrease in commitments to invest in Low-Income Housing Tax Credit projects ( 2,445 ) 2,660 Cumulative effect adjustment to retained earnings due to the adoption of ASC 326 Credit Losses - ( 1,616 ) The accompanying notes are an integral part of these consolidated financial statements. - 10 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: Organization and Summary of Significant Accounting Policies O rganization Eagle Bancorp Montana, Inc. (“Eagle” or the “Company”), is a Delaware corporation that holds 100 % of the capital stock of Opportunity Bank of Montana (“OBMT” or the “Bank”), formerly American Federal Savings Bank (“AFSB”). The Bank was founded in 1922 as a Montana chartered building and loan association and has conducted operations and maintained its administrative office in Helena, Montana since that time. In 1975, the Bank adopted a federal thrift charter and in October 2014 converted to a Montana chartered commercial bank and became a member bank in the Federal Reserve System. Eagle Bancorp Statutory Trust I (the “Trust”) was established in September 2005 and is owned 100 % by Eagle. In September 2021, the Company entered into an Agreement and Plan of Merger ("Merger Agreement") with First Community Bancorp, Inc. ("FCB"), a Montana corporation, and FCB's wholly-owned subsidiary, First Community Bank, a Montana chartered commercial bank. The Merger Agreement provided that, upon the terms and subject to the conditions set forth in the Merger Agreement, FCB would merge with and into Eagle, with Eagle continuing as the surviving corporation. The merger closed on April 30, 2022. First Community Bank operated nine branches in Ashland, Culbertson, Froid, Glasgow, Helena, Hinsdale, Three Forks and Wolf Point, Montana. In March 2021, the Bank established a subsidiary, Opportunity Housing Fund, LLC (“OHF”), to invest in Low-Income Housing Tax Credit (“LIHTC”) projects. The LIHTC program is designed to encourage capital investment in construction and rehabilitation of low-income housing. During the year ended December 31, 2021, OHF made investments in two LIHTC projects. Investments in LIHTC projects are included in other assets on the statement of financial condition and totaled $ 6,759,000 and $ 7,644,000 as of December 31, 2024 and 2023 , respectively. Outstanding funding obligations for LIHTC projects are included in other liabilities on the statement of financial condition and totaled $ 215,000 at December 31, 2024 . On January 1, 2020, the Company acquired Western Holding Company of Wolf Point (“WHC”), a Montana corporation, and WHC’s wholly-owned subsidiary, Western Bank of Wolf Point ("WB"), a Montana chartered commercial bank. The acquisition included one branch in Wolf Point, Montana. In addition, Western Financial Services, Inc. ("WFS") was acquired through the WHC merger. In December 2023, WFS changed its name to Opportunity Financial Services, Inc. ("OFS"). OFS facilitates deferred payment contracts for customers that produce agricultural products. The Bank is headquartered in Helena, Montana, and has additional branches in Ashland, Big Timber, Billings, Bozeman, Butte, Choteau, Culbertson, Denton, Dutton, Froid, Glasgow, Great Falls, Hamilton, Hinsdale, Livingston, Missoula, Sheridan, Three Forks, Townsend, Twin Bridges, Winifred and Wolf Point, Montana. The Bank’s principal business is accepting deposits and, together with funds generated from operations and borrowings, investing in various types of loans and securities. Basis of Financial Statement Presentation and Use of Estimates The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In preparing consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statement of financial condition and reported amounts of revenues and expenses during the reporting period. Actual results could differ from estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses and the potential impairment of goodwill. Principles of Consolidation The consolidated financial statements include Eagle, the Bank, Eagle Bancorp Statutory Trust I (the "Trust"), OFS and OHF. All significant intercompany transactions and balances have been eliminated in consolidation. Reclassifications Certain prior period amounts were reclassified to conform to the presentation for 2024 . These reclassifications had no impact on net income or total shareholders’ equity. Subsequent Events The Company has evaluated events and transactions subsequent to December 31, 2024 for recognition and/or disclosure. During January 2025, the Company purchased 50,000 shares at an average price of $ 15.11 under its repurchase plan. See Note 14. Capital Management and Regulatory Matters for additional information regarding the repurchase plan. Significant Group Concentrations of Credit Risk Most of the Company’s business activity is with customers located within Montana. Note 2: Investment Securities discusses the types of securities that the Company invests in. Note 3: Loans discusses the types of lending that the Company engages in. The Company does not have any significant concentrations to any one industry or customer. - 11 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: Organization and Summary of Significant Accounting Policies – continued Cash and Cash Equivalents For the purpose of presentation in the consolidated statements of cash flows, cash and cash equivalents are defined as those amounts included in the statements of financial condition captions “cash and due from banks,” “interest-bearing deposits in banks” an d “ federal funds sold, ” all of which mature within ninety days. Investment Securities The Company can designate debt and equity securities as held-to-maturity, available-for-sale or trading. At December 31, 2024 and 2023 all securities were designated as available-for-sale. Held - to - M aturity – Debt investment securities that management has the positive intent and ability to hold until maturity are classified as held-to-maturity and are carried at their remaining unpaid principal balance, net of unamortized premiums or unaccreted discounts. Available - for - S ale – Investment securities that will be held for indefinite periods of time, including securities that may be sold in response to changes in market interest or prepayment rates, need for liquidity and changes in the availability of and the yield of alternative investments, are classified as available-for-sale. These assets are carried at fair value. Unrealized gains and losses, net of tax, are reported as other comprehensive income. Gains and losses on the sale of available-for-sale securities are recorded on the trade date and determined using the specific identification method. In general, premiums are amortized and discounts are accreted over the period remaining to maturity, except for premiums on callable bonds which are amortized to the earliest call date. Trading – Investments that are purchased with the intent of selling them within a short period of time. Allowance for Credit Losses - Available-for-Sale Securities For available-for-sale securities in an unrealized loss position, the Company will first determine whether it intends to sell the security or will more likely than not be required to sell the security before recovery of its amortized cost basis. The security’s amortized cost basis will be written down to fair value through other expense if either of the criteria regarding intent or requirement to sell is met. If neither of the aforementioned criteria are met, the Company will determine whether the decline in fair value has resulted from credit losses. If a credit loss exists, the Company will report the portion of impairment related to credit losses in an allowance for credit losses with an offsetting entry to net income. The amount of ACL is limited to the amount fair value is less than the amortized cost basis. Any portion of estimated credit losses that have not been recorded through an ACL are reported in other comprehensive income net of tax. Federal Home Loan Bank Stock The Company’s investment in Federal Home Loan Bank (“FHLB”) of Des Moines stock is a restricted investment carried at cost ($ 100 per share par value), which approximates its fair value. As a member of the FHLB system, the Company is required to maintain a minimum level of investment in FHLB stock based on total assets and a specific percentage of its outstanding FHLB advances. The Company had 77,777 and 91,907 FHLB shares at December 31, 2024 and 2023 , respectively. Dividends are paid quarterly and are subject to FHLB board approval. Management evaluates FHLB stock for impairment as needed. Federal Reserve Bank Stock The Company’s investment in FRB stock is a restricted investment carried at cost, which approximates its fair value. Although the par value of the stock is $ 100 per share, banks pay only $ 50 per share at the time of purchase, with the understanding that the other half of the subscription amount is subject to call at any time. As a member of the Federal Reserve System, the Company is required to maintain a minimum level of investment in FRB stock based on a specific percentage of its capital and surplus. The Company had 82,618 FRB shares at both December 31, 2024 and 2023 . Dividends are received semi-annually at a fixed rate of 6.00 % on the total number of shares. Mortgage Loans Held-for-Sale Mortgage loans originated and intended for sale in the secondary market are carried at fair value. Mortgage loans held-for-sale are sold with mortgage servicing rights either released or retained by the Bank. Fair value for loans held-for-sale is determined by commitments from investors or current secondary market prices for loans with similar coupons and maturities. Loan origination fees and costs are recognized in earnings at the time of origination. Loans The Bank originates mortgage, commercial, agricultural and consumer loans primarily to customers located in Montana. The ability of the Bank’s debtors to honor their contracts is dependent upon the general economic conditions in this area. - 12 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: Organization and Summary of Significant Accounting Policies – continued Loans – continued Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their outstanding unpaid principal balances net of any unearned income, allowance for credit losses, and unamortized deferred fees or costs on originated loans and unamortized premiums or unaccreted discounts on purchased loans. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs are deferred and amortized over the contractual life of the loan, and recorded as an adjustment to the yield, using the interest method. Nonaccrual and Past Due Loans – Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on nonaccrual status when, in management's opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. In determining whether or not a borrower may be unable to meet payment obligations for each class of loans, the Bank considers the borrower's debt service capacity through the analysis of current financial information, if available, and/or current information with regards to the Bank's collateral position. Regulatory provisions would typically require the placement of a loan on nonaccrual status if (i) principal or interest has been in default for a period of 90 days or more unless the loan is both well secured and in the process of collection or (ii) full payment of principal and interest is not expected. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. The interest on these 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. Residential 1 - 4 Family Loans – The Bank originates 1 - 4 family residential mortgage loans collateralized by owner-occupied and non-owner-occupied real estate. Repayment of these loans may be subject to adverse conditions in the real estate market or the economy to a greater extent than other types of loans. Loans collateralized by 1 - 4 family residential real estate generally have been originated in amounts up to 80.00 % of appraised values before requiring private mortgage insurance. The underwriting analysis includes credit verification, appraisals and a review of the financial condition of the borrower. The Company will either hold these loans in its portfolio or sell them on the secondary market, depending upon market conditions and the type and term of the loan originations. Generally, all 30 -year fixed rate loans are sold in the secondary market. Commercial Real Estate Loans – The Bank makes commercial real estate loans, land loans (both developed and undeveloped) and loans on multi-family dwellings. Commercial real estate loans are collateralized by owner-occupied and non-owner-occupied real estate. Payments on loans secured by such properties are often dependent on the successful operation or management of the properties. Accordingly, repayment of these loans may be subject to adverse conditions in the real estate market or the economy to a greater extent than other types of loans. When underwriting these loans, the Bank seeks to minimize these risks in a variety of ways, including giving careful consideration to the property’s operating history, future operating projections, current and projected occupancy, location and physical condition. The underwriting analysis also includes credit verification, analysis of global cash flow, appraisals and a review of the financial condition of the borrower. Construction Loans – The Bank makes loans to finance the construction of residential properties. The majority of the Bank’s residential construction loans are made to individual homeowners for the construction of their primary residence and, to a lesser extent, to local builders for the construction of pre-sold houses or houses that are being built for sale in the future. The Bank also originates commercial construction and development loans. Construction loans involve additional risks attributable to the fact that loan funds are advanced upon the security of a project under construction, and the project is of uncertain value prior to its completion. Because of uncertainties inherent in estimating construction costs, the market value of the completed project and the effects of governmental regulation on real property, it can be difficult to accurately evaluate the total funds required to complete a project and the related loan to value ratio. As a result of these uncertainties, construction lending often involves the disbursement of substantial funds with repayment dependent, in part, on the success of the ultimate project rather than the ability of a borrower or guarantor to repay the loan. If the Company is forced to foreclose on a project prior to completion, there is no assurance that the Company will be able to recover the entire unpaid portion of the loan. In addition, the Company may be required to fund additional amounts to complete a project and may have to hold the property for an indeterminable period of time. While the Bank has underwriting procedures designed to identify what it believes to be acceptable levels of risks in construction lending, no assurance can be given that these procedures will prevent losses from the risks described above. Agricultural Loans – The Bank makes agricultural operating loans as well as long term agricultural real estate loans. Agricultural operating loans are generally secured with equipment, cattle, crops or other non-real property and at times the underlying real property. Agricultural real estate loans are secured with farm and ranch real estate. Payments on both types of agricultural loans are dependent on successful operation of the farm and/or ranch. Repayment is also affected by agricultural conditions that may include adverse weather conditions such as drought, hail, flooding and severe winters. Also impacting the borrower’s ability to repay are commodity prices associated with the agricultural operation. When underwriting these loans, the Bank seeks to minimize these risks in a variety of ways, including giving careful consideration to the farm or ranch’s operating history, future operating projections, current and projected commodity prices and crop insurance. The underwriting analysis also includes credit verification, analysis of global cash flow, appraisals and a review of the financial condition of the borrower. - 13 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: Organization and Summary of Significant Accounting Policies – continued Loans – continued Home Equity Loans – The Bank originates home equity loans that are secured by the borrowers’ primary residence. These loans are typically subject to a prior lien, which may or may not be held by the Bank. Although these loans are secured by real estate, they carry a greater risk than first lien 1 - 4 family residential mortgages because of the existence of a prior lien on the property as well as the flexibility the borrower has with respect to the proceeds. The Bank attempts to minimize this risk by maintaining conservative underwriting policies on these types of loans. Generally, home equity loans are made for up to 85.00 % of the appraised value of the underlying real estate collateral, less the amount of any existing prior liens on the property securing the loan. Consumer Loans – Consumer loans made by the Bank include automobile loans, recreational vehicle loans, boat loans, personal loans, credit lines, loans secured by deposit accounts and other personal loans. Risk is minimized due to relatively small loan amounts that are spread across many individual borrowers. Commercial Loans – A broad array of commercial lending products are made available to businesses for working capital (including inventory and accounts receivable), purchases of equipment and machinery and business. Bank’s commercial loans are underwritten on the basis of the borrower’s ability to service such debt as reflected by cash flow projections. Commercial loans are generally collateralized by business assets, accounts receivable and inventory, certificates of deposit, securities, guarantees or other collateral. The Bank also generally obtains personal guarantees from the principals of the business. Working capital loans are primarily collateralized by short-term assets, whereas term loans are primarily collateralized by long-term assets. As a result, commercial loans involve additional complexities, variables and risks and require more thorough underwriting and servicing than other types of loans. Allowance for Credit Losses – Loans The allowance for credit losses on loans is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. The Company has elected to exclude accrued interest receivable from the amortized cost basis of loans, and accrued interest is reported separately on the consolidated statements of financial condition. Loans are charged off against the allowance when management believes the uncollectability of a loan balance is confirmed and recoveries are credited to the allowance when received. In the case of recoveries, amounts may not exceed the aggregate of amounts previously charged off. Management utilizes relevant available information, from internal and external sources, relating to past events, current conditions, historical loss experience, and reasonable and supportable forecasts. The lookback period in the analysis includes historical data from 2014 to present. Adjustments to historical loss information are made when historical data is not likely reflective of the current portfolio due to changing economic conditions or when there is a lack of default or loss history. Changes in the allowance for credit losses are recorded as a provision for credit losses. Collective Assessment – The allowance for credit losses on loans is measured on a collective pool basis when similar risk characteristics exist. Generally, collectively assessed loans are grouped first by call report code, then by similar risk characteristics. Determining the Contractual Life – Expected credit losses are estimated over the contractual life of the loans, adjusted for expected prepayments when appropriate. The contractual life excludes expected extensions, renewals and modifications. Prepayment assumptions will be determined by analysis of historical behavior by loan pool. The Company has elected to use the Weighted Average Remaining Maturity (WARM) methodology for all pools. The WARM methodology looks at historical quarterly loss rates for each loan pool over the established “look back” period to determine an average loss rate for each pool. Each pool is analyzed to determine the remaining life using amortization schedules, including prepayments. Historical charge off and recovery activity is compared to loan balances in each pool quarterly and is averaged to determine an estimated annual charge off rate. The average loss rate over this look-back period is applied annually over the remaining life of the pool to determine an expected loss percentage. The Company incorporates current economic conditions based on quantitative models that compare national economic indicators to peer charge off rates and local economic indicators to the Company's charge off rates. The expected loss rate for each pool is adjusted by the difference between the Bank's historical loss rate and the rate determined in the economic models. Additionally, the Company uses reasonable and supportable forecasted economic indicators through a qualitative adjustment. Economic indicators are compared to peer charge off rates through a regression analysis. Predicted loss rates are then determined by applying the forecasted economic indicators to the regression and are compared to the current charge off rates to determine any potential qualitative adjustment. The Company recognizes that all significant factors that affect the collectability of the loan portfolio must be considered to determine the estimated credit losses as of the evaluation date. The methodology primarily relies on historic charge off data to determine a loss rate to apply to each pool and does not inherently consider risks in the loan portfolio. Therefore, the Company adjusts the modeled expected losses by qualitative adjustments to incorporate significant risks to form a sufficient basis to estimate the credit losses. - 14 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: Organization and Summary of Significant Accounting Policies – continued Allowance for Credit Losses – continued Individual Analysis – Loans considered to have different risk characteristics that do not fall within any pool will be analyzed individually on a quarterly basis for potential individual reserve requirements. The Company has elected the collateral-dependent practical expedient for its collateral-dependent loans, where estimated credit losses are based upon the fair value of the collateral, less costs to sell if applicable. This practical expedient can be applied to a loan if the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. If it is probable that the Company will foreclose on the collateral, the use of the fair value of the collateral to calculate an allowance for credit loss is required. Estimates of future collateral proceeds will be based upon available appraisals, reference to recent valuations of comparable properties, and any other sources of information believed appropriate by management under the specific circumstances. When appraisals are ordered to support the analysis of a collateral-dependent loan, the appraisal is reviewed internally. Where the primary and/or expected source of repayment of a specific loan is believed to be the receipt of principal and interest payments from the borrower and/or the refinancing of the loan by another creditor, impairment will generally be measured based upon the present value of expected proceeds discounted at the contractual interest rate. Expected refinancing proceeds may be estimated from review of term sheets actually received by the borrower from other creditors and/or from the Company’s knowledge of terms generally available from other banks. Loan Modifi cations Made to Borrowers Experiencing Financial Difficulty The Company identifies a modification to a borrower experiencing financial difficulty as a loan where a concession is granted for economic or legal reasons related to the borrower's financial difficulties that it would not otherwise consider. Loan modifications include situations where there is principal forgiveness, interest rate reductions, term extensions, other-than-significant payment delays, or any combinations of these. The allowance for credit losses on loans that are considered modifications to borrowers experiencing financial difficulty are measured by the Company using the same method as all other loans held for investment. Allowance for Credit Losses – Unfunded Commitments The Company estimates expected credit losses over the period in which the Company is exposed to credit risk via a contractual obligation to extend credit unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on unfunded commitments is adjusted through a provision for credit losses. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The estimate utilizes the same factors and assumptions as the allowance for credit losses on loans and is applied at the same collective pool level. Mortgage Servicing Rights Servicing assets are recognized as separate assets when rights are acquired through sale of financial assets. For sales of mortgage loans, a portion of the cost of originating the loan is allocated to the servicing right based on relative fair value. Fair value is based on a market price valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, the custodial earnings rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. Servicing assets are evaluated for impairment based upon the fair value of the rights as compared to amortized cost. Impairment is determined by stratifying rights into tranches based on predominant characteristics, such as interest rate, loan type and investor type. Impairment is recognized through a valuation allowance for an individual tranche, to the extent that the fair value is less than the capitalized amount for the tranches. If the Company later determines that all or a portion of the impairment no longer exists for a particular tranche, a reduction of the allowance may be recorded as an increase to income. Capitalized servicing rights are reported as assets and are amortized in proportion to, and over the period of, the estimated future net servicing income of the underlying financial assets. Servicing fee income is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal and are recorded as income when earned. The amortization of mortgage servicing rights is netted against loan servicing fee income. - 15 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: Organization and Summary of Significant Accounting Policies – continued Premises and Equipment Land is carried at cost. Property and equipment are recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the expected useful lives of the assets, ranging from 3 to 40 years. The costs of maintenance and repairs are expensed as incurred, while major expenditures for renewals and betterments are capitalized. Leases The Company leases certain premises from third parties under various operating lease agreements. Operating leases are included in premises and equipment, net and other liabilities on the consolidated statements of financial position. Lease expense for lease payments is recognized on a straight-line basis over the life of the lease. Right-of-use assets and corresponding lease liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term. If an implicit rate is not available in the lease, the Company uses an incremental borrowing rate to determine the present value of lease payments. Lease and non-lease components are accounted for separately. Leases with a lease term of 12 months or less are not recorded on the consolidated statements of financial condition. Cash Surrender Value of Bank Owned Life Insurance Bank Owned Life Insurance (“BOLI”) policies are reflected on the consolidated statements of financial condition at cash surrender value, net of other charges or amounts due that are probable at settlement. Changes in the net cash surrender value of the policies, as well as insurance proceeds received, are reflected in noninterest income on the consolidated statements of income and are not subject to income taxes. Real Estate and Other Repossessed Assets Assets acquired through, or in lieu of, loan foreclosure are initially recorded at fair value less estimated selling cost at the date of foreclosure, establishing a new carrying value. All write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for credit losses. Costs of significant property improvements are capitalized, whereas costs relating to holding property are expensed. Valuations are periodically performed by management, and any subsequent write-downs are recorded as a charge to operations, if necessary, to reduce the carrying value of a property to the lower of its cost or fair value less cost to sell. Real estate and other repossessed properties w as $ 45,000 and $ 5,000 at December 31, 2024 and 2023 , respectively. Revenue Recognition The majority of our revenue-generating transactions are not subject to Accounting Standards Codification (“ASC”) Topic 606, including revenue generated from financial instruments, such as our loans, guarantees, derivatives and investment securities, as well as revenue related to our mortgage servicing activities, as these activities are subject to other GAAP discussed elsewhere within our disclosures. ASC Topic 606 is applicable to noninterest revenue streams such as service charges on deposit accounts, interchange and other fees and commodity sales income. Descriptions of our revenue-generating activities that are within the scope of ASC Topic 606 and are recorded in noninterest income on the consolidated statements of income are discussed below: Service Charges on Deposit Accounts – Revenue from service charges consists of service charges and fees on deposit accounts under depository agreements with customers to provide access to deposited funds and, when applicable, pay interest on deposits. Service charges on deposit accounts may be transactional or non-transactional in nature. Transactional service charges occur in the form of a service or penalty and are charged upon the occurrence of an event (e.g., overdraft fees, ATM fees, wire transfer fees). Transactional service charges are recognized as services are delivered to and consumed by the customer, or as penalty fees are charged. Non-transactional service charges are charges that are based on a broader service, such as account maintenance fees and dormancy fees, and are recognized on a monthly basis. Service charges on deposit accounts were $ 1,645,000 and $ 1,757,000 for the years ended December 31, 2024 and 2023 , respectively. Interchange and ATM Fees – Revenue from debit card fees includes interchange fee income from debit cards processed through card association networks. Interchange fees represent a portion of a transaction amount that the Company and other involved parties retain to compensate themselves for giving the cardholder immediate access to funds. Interchange rates are generally set by the card association networks and are based on purchase volumes and other factors. The Company records interchange fees as services are provided. Interchange and ATM fees were $ 2,540,000 and $ 2,524,000 for the years ended December 31, 2024 and 2023 , respectively. Commodity Sales Income – The Company's subsidiary, OFS, processes deferred payment contracts between suppliers and customers of agricultural commodities. The revenue from these contracts is accounted for in accordance with ASC Topic 606. The Company is considered an agent in these contracts, as: (i) the Company facilitates payment from customer to supplier, (ii) the Company does not take inventory of commodities as they are delivered by supplier to the customer, (iii) pricing of commodities is determined by the market, (iv) consideration on deferred payment contracts is insignificant to the Company and (v) the Company’s exposure to credit risk is minimal. Revenue is recognized net of expenses and reported in other noninterest income in the financial statements. Commodity sales income and the corresponding commodity sales expense were $ 13,043,000 and $ 6,087,000 for the years ended December 31, 2024 and 2023 , respectively, for a net impact of $0. - 16 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: Organization and Summary of Significant Accounting Policies – continued Income Taxes The Company adopted authoritative guidance related to accounting for uncertainty in income taxes, which sets out a consistent framework to determine the appropriate level of tax reserves to maintain for uncertain tax positions. The Company’s income tax expense consists of the following components: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur. Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than- not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than- not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management’s judgment. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company recognizes income tax related penalties and interest, if any, in the provision for income taxes in the consolidated statements of income. Based on management's analysis, the Company did not have any uncertain tax positions as of December 31, 2024 and 2023 . The Company files tax returns in the U.S. federal jurisdiction and the State of Montana. There are currently no income tax examinations underway for these jurisdictions. The Company's income tax returns are subject to examination by relevant taxing authorities as follows: U.S. Federal income tax returns for tax years 2021 and forward; Montana income tax returns for tax years 2021 and forward. Employee Stock Ownership Plan Compensation expense recognized for the Company’s Employee Stock Ownership Plan (“ESOP”) equals the fair value of shares that have been allocated or committed to be released for allocation to participants during the year. Any difference between the fair value of the shares at the time and the ESOP’s original acquisition cost is charged or credited to shareholders’ equity (additional paid-in capital). The cost of ESOP shares that have not yet been allocated or committed to be released is deducted from shareholders’ equity. Treasury Stock Treasury stock is accounted for on the cost method. Advertising Costs The Company expenses advertising costs as they are incurred. Advertising costs were $ 1,312,000 and $ 1,375,000 for the years ended December 31, 2024 and 2023 , respectively. - 17 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: Organization and Summary of Significant Accounting Policies – continued Stock-Based Compensation Compensation cost is recognized for restricted stock awards, based on the fair value of the awards at the grant date. Compensation cost is recognized over the required service period, generally defined as the vesting period. Shares of restricted stock granted through the 2011 Stock Incentive Plan, as amended, vest in equal installments over three or five years beginning one year from the grant date. Shares of restricted stock granted through the 2020 Non-Employee Director Award Plan vest one year from the grant date. Earnings Per Common Share Basic earnings per common share is computed by dividing net earnings allocated to common stock by the weighted-average number of common shares outstanding during the applicable period. Diluted earnings per common share is computed using the weighted-average number of shares determined for the basic earnings per common share computation plus the dilutive effect of stock compensation using the treasury stock method. Comprehensive Income (Loss) Comprehensive income (loss) is comprised of net income and other comprehensive income (loss). Other comprehensive income (loss) includes items recorded directly to equity, such as unrealized holding gains and losses on securities available-for-sale. 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. Derivatives The Company’s derivatives are primarily the result of its mortgage banking activities and are in the form of interest rate lock commitments (“IRLCs), To-Be-Announced (“TBA”) mortgage-backed securities and bulk mandatory forward loan sale commitments. The derivatives are accounted for as free-standing or economic derivatives and are measured at fair value. The derivatives are recognized as either assets or liabilities on the consolidated statements of financial condition and the changes in the fair value of the derivatives are recorded in noninterest income in mortgage banking, net in the on the consolidated statements of income. Fair Value of Financial Instruments Fair values of financial instruments are estimated using relevant market information and other assumptions. 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. See Note 17. Fair Value of Financial Instruments for more information. Transfers of Financial Assets Transfers of an entire financial asset, a group of entire financial assets, or participating interest in an entire financial asset are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when ( 1 ) the assets have been isolated from the Company, ( 2 ) 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 ( 3 ) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. - 18 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: Organization and Summary of Significant Accounting Policies – continued 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 October 31, 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. During the quarter ended September 30, 2024, management performed a quantitative goodwill impairment test with assistance from a third -party valuation specialist. The interim determination was primarily driven by a revision in the Company's earnings outlook in comparison to budget. The interim goodwill impairment assessment as of August 31, 2024 concluded that goodwill was not impaired. Our quantitative annual impairment tests as of October 31, 2024 and 2023 also did not result in impairment. However, changing economic conditions that may adversely affect the Company's performance, the fair value of its assets and liabilities, or its stock price could result in future impairment. Any resulting impairment loss could have a material adverse impact on the Company's financial condition and results of operations. Management will continue to monitor events that could influence this conclusion in the future. Goodwill recorded for the FCB acquisition during the second quarter of 2022 was $ 13,942,000 . Goodwill related to acquisitions prior to 2022 totaled $ 20,798,000 . Other identifiable intangible assets recorded by the Company represent the future benefit associated with the acquisition of the core deposits. Core deposit intangible assets are being amortized over 10 years utilizing methods that approximate the expected attrition of the deposits. The amortization expense is included in the noninterest expense section of the consolidated statements of income. Segment Reporting Management considers operations to be aggregated in one operating segment, as well as one reportable segment. The Company operates as one line of business (community banking) by providing a similar base of commercial and retail customers with comparable product and service offerings throughout our Montana markets. The Company adopted ASU No. 2023 - 07, Segment Reporting (Topic 280 ) during the year ended December 31, 2024. The President/Chief Executive Officer (“CEO”) serves as the Company’s chief operating decision maker (“CODM”). The CODM is responsible for assessing performance and allocating operating and capital expenditure resources. The CODM regularly assesses the performance of the single operating and reporting segment based on consolidated net income. The CODM reviews expenses at a level consistent with those reported in the Company’s consolidated statements of income. All significant expense categories are reflected in the consolidated statements of income. The measure of segment assets is reflected in the consolidated statements of financial condition as total assets. Recently Adopted Accounting Pronouncements In March 2020 , the FASB issued ASU No. 2020 - 04 , Reference Rate Reform (Topic 848 ) which provides temporary optional expedients to ease the financial reporting burdens of the expected market transition from London Interbank Offered Rate (“LIBOR”) to an alternative reference rate such as Secured Overnight Financing Rate ("SOFR"). The Company evaluated this guidance and identified substitution rates for impacted loans and debt. In January 2021, the FASB issued ASU No. 2021 - 01, Reference Rate Reform (Topic 848 ), which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. ASU No. 2021 - 01 was effective upon issuance and generally can be applied through December 31, 2024. The Company has reviewed all of its LIBOR based products and all products have been adjusted to another index as LIBOR ceased to be published after June 30, 2023. ASU No. 2021 - 01 did not have a significant impact on the Company's consolidated financial statements. In November 2023, the FASB issued ASU No. 2023 - 07, Segment Reporting (Topic 280 ): Improvements to Reportable Segment Disclosures. The updated accounting guidance requires expanded reportable segment disclosures, primarily related to significant segment expenses which are regularly provided to the company's chief operating decision maker. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024. Retrospective application is required. The Company adopted the updated guidance during the year ended December 31, 2024 and it did not have a significant impact on the Company's financial statement disclosures as the Company has a single reportable segment. Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023 - 09, Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures. The updated accounting guidance requires enhanced income tax disclosures, including the disaggregation of existing disclosures related to the tax rate reconciliation and income taxes paid. This ASU is effective for annual periods beginning after December 15, 2024 with early adoption permitted. The Company is currently evaluating the effect the updated guidance will have on its consolidated financial statements and related disclosures. - 19 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2: Investment Securities The amortized cost and fair values of securities, together with unrealized gains and losses, were as follows: December 31, 2024 Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value (In Thousands) Available-for-sale: U.S. government and agency obligations $ 5,298 $ 85 $ ( 188 ) $ 5,195 U.S. treasury obligations 52,592 - ( 5,679 ) 46,913 Municipal obligations 131,109 1 ( 13,233 ) 117,877 Corporate obligations 4,249 - ( 87 ) 4,162 Mortgage-backed securities 29,867 21 ( 1,653 ) 28,235 Collateralized mortgage obligations 89,313 11 ( 6,701 ) 82,623 Asset-backed securities 7,511 83 ( 9 ) 7,585 Total $ 319,939 $ 201 $ ( 27,550 ) $ 292,590 December 31, 2023 Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value (In Thousands) Available-for-sale: U.S. government obligations $ 6,574 $ 121 $ ( 152 ) $ 6,543 U.S. treasury obligations 52,505 - ( 5,690 ) 46,815 Municipal obligations 149,168 460 ( 11,678 ) 137,950 Corporate obligations 4,245 - ( 340 ) 3,905 Mortgage-backed securities 28,426 - ( 1,673 ) 26,753 Collateralized mortgage obligations 94,709 - ( 8,141 ) 86,568 Asset-backed securities 9,728 32 ( 15 ) 9,745 Total $ 345,355 $ 613 $ ( 27,689 ) $ 318,279 - 20 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2: Investment Securities – continued Proceeds from sales of available-for-sale securities and the associated gross realized gains and losses were as follows: Years Ended December 31, 2024 2023 (In Thousands) Proceeds from sale of available-for-sale securities $ 14,121 $ 34,020 Gross realized gain on sale of available-for-sale securities $ 28 $ 69 Gross realized loss on sale of available-for-sale securities ( 169 ) ( 291 ) Net realized loss on sale of available-for-sale securities $ ( 141 ) $ ( 222 ) The amortized cost and fair value of securities by contractual maturity are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. December 31, 2024 Amortized Fair Cost Value (In Thousands) Due in one year or less $ 8,566 $ 8,520 Due from one to five years 35,162 32,285 Due from five to ten years 83,805 72,286 Due after ten years 73,226 68,641 200,759 181,732 Mortgage-backed securities 29,867 28,235 Collateralized mortgage obligations 89,313 82,623 Total $ 319,939 $ 292,590 At December 31, 2024 and 2023 , securities with a fair value of $ 22,892,000 and $ 23,076,000 , respectively, were pledged to secure public deposits and for other purposes required or permitted by law. - 21 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2: Investment Securities – continued The Company’s investment securities that have been in a continuous unrealized loss position for less than 12 months and those that have been in a continuous unrealized loss position for 12 or more months were as follows: December 31, 2024 Less than 12 Months 12 Months or Longer Gross Gross Fair Unrealized Fair Unrealized Value Losses Value Losses (In Thousands) U.S. government and agency obligations $ - $ - $ 1,749 $ ( 188 ) U.S. treasury obligations - - 46,914 ( 5,679 ) Municipal obligations 14,678 ( 261 ) 102,521 ( 12,972 ) Corporate obligations - - 4,163 ( 87 ) Mortgage-backed securities and collateralized mortgage obligations 10,984 ( 188 ) 85,392 ( 8,166 ) Asset-backed securities 1,993 ( 9 ) - - Total $ 27,655 $ ( 458 ) $ 240,739 $ ( 27,092 ) December 31, 2023 Less than 12 months 12 months or Longer Gross Gross Fair Unrealized Fair Unrealized Value Losses Value Losses (In Thousands) U.S. government and agency obligations $ 402 $ - $ 1,800 $ ( 152 ) U.S. treasury obligations - - 46,816 ( 5,690 ) Municipal obligations 12,000 ( 63 ) 91,869 ( 11,615 ) Corporate obligations - - 3,905 ( 340 ) Mortgage-backed securities and collateralized mortgage obligations 11,452 ( 156 ) 101,869 ( 9,658 ) Asset-backed securities 2,521 ( 10 ) 2,202 ( 5 ) Total $ 26,375 $ ( 229 ) $ 248,461 $ ( 27,460 ) As of December 31, 2024 and December 31, 2023 , there were, respectively, 284 and 286 securities in unrealized loss positions. Based on analysis of available-for-sale debt securities with unrealized losses as of December 31, 2024 , the Company determined the decline in value was unrelated to credit losses and was primarily caused by changes in interest rates and market spreads subsequent to the initial purchase of the securities. Management does not intend to sell and the Company is not likely to be required to sell these securities prior to maturity. As a result, no ACL was recorded on available-for-sale securities at December 31, 2024 and no other-than-temporary impairment was recorded at December 31, 2023 . As part of this determination, consideration was given to the extent to which fair value was less than amortized cost, adverse security ratings by a rating agency and other factors. - 22 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 : Loans Loans receivable consisted of the following: December 31, 2024 2023 (In Thousands) Real estate loans: Residential 1-4 family $ 199,422 $ 200,012 Commercial real estate 916,783 909,413 Other loans: Home equity 97,543 86,932 Consumer 28,513 30,125 Commercial 278,385 258,007 Total 1,520,646 1,484,489 Allowance for credit losses ( 16,850 ) ( 16,440 ) Total loans, net $ 1,503,796 $ 1,468,049 Included in the above are loans guaranteed by U.S. government agencies totaling $ 16,309,000 and $ 23,215,000 at December 31, 2024 and December 31, 2023 , respectively. The following table provides allowance for credit losses activity for the year ended December 31, 2024 . Residential Commercial Home 1-4 Family Real Estate Equity Consumer Commercial Total (In Thousands) Allowance for credit losses on loans: Beginning balance, January 1, 2024 $ 1,866 $ 10,691 $ 540 $ 304 $ 3,039 $ 16,440 Charge-offs ( 11 ) - - ( 65 ) ( 10 ) ( 86 ) Recoveries - 18 - 3 67 88 Provision 56 198 13 3 138 408 Total ending allowance balance, December 31, 2024 $ 1,911 $ 10,907 $ 553 $ 245 $ 3,234 $ 16,850 - 23 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 : Loans – continued The following table provides allowance for credit losses activity for the year ended December 31, 2023 . Residential Commercial Home 1-4 Family Real Estate Equity Consumer Commercial Total (In Thousands) Allowance for credit losses on loans: Beginning balance, January 1, 2023, prior to adoption of ASC 326 $ 1,472 $ 9,037 $ 509 $ 342 $ 2,640 $ 14,000 Impact of adopting ASC 326 21 534 3 1 141 700 Charge-offs - - - ( 50 ) ( 129 ) ( 179 ) Recoveries 195 23 13 3 19 253 Provision 178 1,097 15 8 368 1,666 Total ending allowance balance, December 31, 2023 $ 1,866 $ 10,691 $ 540 $ 304 $ 3,039 $ 16,440 The Company utilizes an 8 -point internal loan rating system, largely based on regulatory classifications, as follows: Loans R ated Pass – these are loans in categories 1 – 5 that are considered to be protected by the current net worth and paying capacity of the obligor, or by the value of the asset or the underlying collateral. Loans R ated Special Mention – these loans in category 6 have potential weaknesses and are watched closely by management. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset at some future date. Loans R ated Substandard – these loans in category 7 are inadequately protected by the current net worth and paying capacity of the obligor or the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Loans R ated Doubtful – these loans in category 8 have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Loans R ated Loss – these loans are considered uncollectible and are not part of the 8 -point rating system. They are of such small value that their continuance as assets without establishment of a specific reserve is not warranted. This classification does not mean that an asset has absolutely no recovery or salvage value, but, rather, that it is not practical or desirable to defer writing off a basically worthless asset even though practical recovery may be affected in the future. - 24 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 : Loans – continued The following table presents the internal classification of the loan portfolio by amortized cost and based on year originated. Generally, current period renewals of credit are re-underwritten and considered current period originations for purposes of the table below. December 31, 2024 2024 2023 2022 2021 2020 Prior Revolving Loans Total Loans (In Thousands) RESIDENTIAL 1-4 FAMILY Pass $ 19,197 $ 26,976 $ 31,265 $ 20,658 $ 13,509 $ 34,913 $ 6,004 $ 152,522 Special Mention - - 623 - - - - 623 Substandard - - - - - 576 - 576 Total Residential 1-4 family 19,197 26,976 31,888 20,658 13,509 35,489 6,004 153,721 Current-period gross charge-offs - - - - - 11 - 11 RESIDENTIAL 1-4 FAMILY CONSTRUCTION Pass 20,593 5,526 18,621 - - - - 44,740 Substandard - 204 - 757 - - - 961 Total Residential 1-4 family construction 20,593 5,730 18,621 757 - - - 45,701 Current-period gross charge-offs - - - - - - - - COMMERCIAL REAL ESTATE Pass 49,084 59,172 184,072 130,274 47,481 132,838 38,937 641,858 Special Mention - 260 - - - - - 260 Substandard - 490 - 463 - 2,891 - 3,844 Total Commercial real estate 49,084 59,922 184,072 130,737 47,481 135,729 38,937 645,962 Current-period gross charge-offs - - - - - - - - COMMERCIAL CONSTRUCTION AND DEVELOPMENT Pass 37,265 21,430 35,323 9,628 5,033 8,676 5,451 122,806 Substandard - - 438 - 2 965 - 1,405 Total Commercial construction and development 37,265 21,430 35,761 9,628 5,035 9,641 5,451 124,211 Current-period gross charge-offs - - - - - - - - FARMLAND Pass 21,543 18,083 29,983 18,991 20,076 33,721 2,323 144,720 Special Mention - 342 813 205 - 220 - 1,580 Substandard 188 - - - 65 57 - 310 Total Farmland 21,731 18,425 30,796 19,196 20,141 33,998 2,323 146,610 Current-period gross charge-offs - - - - - - - - HOME EQUITY Pass 1,031 1,438 3,248 362 483 2,234 88,230 97,026 Special Mention - - - - - 22 93 115 Substandard - - - 43 - 89 270 402 Total Home Equity 1,031 1,438 3,248 405 483 2,345 88,593 97,543 Current-period gross charge-offs - - - - - - - - CONSUMER Pass 10,828 7,580 4,547 1,666 961 798 2,001 28,381 Special Mention - 8 - - - - - 8 Substandard - 66 19 - 24 14 1 124 Total Consumer 10,828 7,654 4,566 1,666 985 812 2,002 28,513 Current-period gross charge-offs - 23 15 5 1 15 6 65 COMMERCIAL Pass 29,540 25,748 19,189 15,851 17,617 6,208 27,839 141,992 Special Mention - 127 95 - - - 370 592 Substandard 1,192 41 6 22 - 190 4 1,455 Total Commercial 30,732 25,916 19,290 15,873 17,617 6,398 28,213 144,039 Current-period gross charge-offs - - - - 10 - 10 AGRICULTURAL Pass 39,001 21,690 9,014 4,215 3,143 1,608 52,494 131,165 Special Mention 1,811 159 15 - - 37 596 2,618 Substandard - - - - 1 515 47 563 Total Agricultural 40,812 21,849 9,029 4,215 3,144 2,160 53,137 134,346 Current-period gross charge-offs - - - - - - - - TOTAL LOANS Pass 228,082 187,643 335,262 201,645 108,303 220,996 223,279 1,505,210 Special Mention 1,811 896 1,546 205 - 279 1,059 5,796 Substandard 1,380 801 463 1,285 92 5,297 322 9,640 Total $ 231,273 $ 189,340 $ 337,271 $ 203,135 $ 108,395 $ 226,572 $ 224,660 $ 1,520,646 - 25 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 : Loans – continued December 31, 2023 2023 2022 2021 2020 2019 Prior Revolving Loans Total Loans (In Thousands) RESIDENTIAL 1-4 FAMILY Pass $ 10,987 $ 15,696 $ 24,575 $ 38,738 $ 28,122 $ 30,938 $ 6,179 $ 155,235 Special Mention - - - 940 - 228 - 1,168 Substandard - - - - - 175 - 175 Total Residential 1-4 family 10,987 15,696 24,575 39,678 28,122 31,341 6,179 156,578 Current-period gross charge-offs - - - - - - - - RESIDENTIAL 1-4 FAMILY CONSTRUCTION Pass - - 6,088 21,889 14,700 - - 42,677 Substandard - - 757 - - - - 757 Total Residential 1-4 family construction - - 6,845 21,889 14,700 - - 43,434 Current-period gross charge-offs - - - - - - - - COMMERCIAL REAL ESTATE Pass 55,820 50,408 141,407 154,941 63,174 103,620 31,122 600,492 Special Mention 2,593 1,948 493 1,512 1,314 - - 7,860 Substandard - - - - - 339 - 339 Total Commercial real estate 58,413 52,356 141,900 156,453 64,488 103,959 31,122 608,691 Current-period gross charge-offs - - - - - - - - COMMERCIAL CONSTRUCTION AND DEVELOPMENT Pass 6,900 6,399 19,500 80,061 31,149 3,762 8,285 156,056 Special Mention - - 441 511 134 990 - 2,076 Total Commercial construction and development 6,900 6,399 19,941 80,572 31,283 4,752 8,285 158,132 Current-period gross charge-offs - - - - - - - - FARMLAND Pass 9,551 21,728 19,795 36,291 19,452 29,551 4,480 140,848 Substandard 483 65 - 407 - 787 - 1,742 Total Farmland 10,034 21,793 19,795 36,698 19,452 30,338 4,480 142,590 Current-period gross charge-offs - - - - - - - - HOME EQUITY Pass 621 565 376 3,630 1,736 2,398 77,409 86,735 Substandard - - - - - 107 90 197 Total Home Equity 621 565 376 3,630 1,736 2,505 77,499 86,932 Current-period gross charge-offs - - - - - - - - CONSUMER Pass 449 1,953 3,398 8,109 13,083 1,069 1,977 30,038 Special Mention - - - 18 - - - 18 Substandard - 37 - 8 - 22 2 69 Total Consumer 449 1,990 3,398 8,135 13,083 1,091 1,979 30,125 Current-period gross charge-offs 1 - 28 2 16 4 - 51 COMMERCIAL Pass 2,834 20,496 22,804 23,581 31,661 6,354 21,914 129,644 Special Mention - 25 33 109 - 98 2,741 3,006 Substandard - - 17 9 - 33 - 59 Total Commercial 2,834 20,521 22,854 23,699 31,661 6,485 24,655 132,709 Current-period gross charge-offs - - 26 - - 8 - 34 AGRICULTURAL Pass 1,473 5,818 7,241 16,856 40,176 1,517 50,461 123,542 Substandard 427 55 435 282 - 557 - 1,756 Total Agricultural 1,900 5,873 7,676 17,138 40,176 2,074 50,461 125,298 Current-period gross charge-offs - - - 1 - 93 - 94 TOTAL LOANS Pass 88,635 123,063 245,184 384,096 243,253 179,209 201,827 1,465,267 Special Mention 2,593 1,973 967 3,090 1,448 1,316 2,741 14,128 Substandard 910 157 1,209 706 - 2,020 92 5,094 Total $ 92,138 $ 125,193 $ 247,360 $ 387,892 $ 244,701 $ 182,545 $ 204,660 $ 1,484,489 - 26 - Table of Contents The following tables include information regarding delinquencies within the loan portfolio. December 31, 2024 Loans Past Due and Still Accruing 90 Days Nonaccrual Nonaccrual 30-89 Days and Loans with Loans with Current Total Past Due Greater Total no ACL ACL Loans Loans (In Thousands) Real estate loans: Residential 1-4 family $ 1,326 $ 623 $ 1,949 $ 469 $ - $ 151,303 $ 153,721 Residential 1-4 family construction - - - 961 - 44,740 $ 45,701 Commercial real estate 5,739 - 5,739 268 - 639,955 $ 645,962 Commercial construction and development 951 - 951 2 - 123,258 $ 124,211 Farmland 54 - 54 190 - 146,366 $ 146,610 Other loans: Home equity 382 - 382 335 - 96,826 $ 97,543 Consumer 195 - 195 98 23 28,197 $ 28,513 Commercial 1,064 - 1,064 200 4 142,771 $ 144,039 Agricultural 566 - 566 677 - 133,103 $ 134,346 Total $ 10,277 $ 623 $ 10,900 $ 3,200 $ 27 $ 1,506,519 $ 1,520,646 December 31, 2023 Loans Past Due and Still Accruing 90 Days Nonaccrual Nonaccrual 30-89 Days and Loans with Loans with Current Total Past Due Greater Total no ACL ACL Loans Loans (In Thousands) Real estate loans: Residential 1-4 family $ 305 $ - $ 305 $ 297 $ - $ 155,976 $ 156,578 Residential 1-4 family construction - - - 757 - 42,677 43,434 Commercial real estate 697 - 697 340 - 607,654 608,691 Commercial construction and development 194 - 194 - - 157,938 158,132 Farmland 404 26 430 1,982 1,734 138,444 142,590 Other loans: Home equity 32 - 32 182 - 86,718 86,932 Consumer 115 - 115 45 15 29,950 30,125 Commercial - - - 27 - 132,682 132,709 Agricultural 74 - 74 2,947 69 122,208 125,298 Total $ 1,821 $ 26 $ 1,847 $ 6,577 $ 1,818 $ 1,474,247 $ 1,484,489 Interest income recognized on impaired loans for the year ended December 31, 2024 and 2023 was considered insignificant. Interest payments received on a cash basis related to nonaccrual loans were $ 522,000 at December 31, 2024 and $ 471,000 at December 31, 2023. - 27 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 : Loans – continued The following tables presents the amortized cost basis of collateral-dependent loans by class of loans. December 31, 2024 Real Estate Business Assets Other (In Thousands) Real estate loans: Residential 1-4 family $ 967 $ - $ - Residential 1-4 family construction 961 - - Commercial real estate 1,395 228 - Farmland 108 - - Other loans: Home equity 216 - - Consumer - - 104 Commercial - 220 4 Agricultural 37 244 - Total $ 3,684 $ 692 $ 108 December 31, 2023 Real Estate Business Assets Other (In Thousands) Real estate loans: Residential 1-4 family $ 264 $ - $ - Residential 1-4 family construction 757 - - Commercial real estate 39 300 - Farmland 4,116 - - Other loans: Home equity 44 - - Consumer - - 36 Commercial - - - Agricultural - 2,465 - Total $ 5,220 $ 2,765 $ 36 - 28 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3: Loans – continued The Company offers modifications of loans to borrowers experiencing financial difficulty by providing principal forgiveness, interest rate reductions, term extensions, other than insignificant payment delays, or any combination of these. During the year ended December 31, 2024 , the Company modified one commercial loan and two farmland loans. The commercial loan was modified to allow for interest only payments for 6 months. The loan had an amortized cost of $ 124,000 or 0.09 % of commercial loans at December 31, 2024 . The first farmland loan was modified by extending the payment for seven months during the second quarter of 2024. The loan paid off during the fourth quarter of 2024. The second farmland loan was modified by consolidating debts and refinancing into a 15 -year loan with a variable interest rate adjustable every 5 years. The loan had an amortized cost of $ 188,000 or 0.13 % of farmland loans at December 31, 2024 . During the year ended December 31, 2023, the Company modified two commercial real estate loans. The first loan was modified by consolidating two lines of credit and refinancing into one long term loan for ten years. The loan had an amortized cost of $ 524,000 or 0.09 % of commercial real estate loans at December 31, 2023. The second loan was modified by consolidating four loans and refinancing into one short-term, interest only loan for 12 months. The second loan was paid off during the year ended December 31, 2023. There was no forgiveness of principal for either of the loans, and the remaining loan with its modified terms was in the 30 - 89 days past due category as of December 31, 2024. Loans are granted to directors and officers of the Company in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable transactions with other persons. Loans receivable (including loans sold and serviced for others) from related parties, including directors and executive officers were as follows: (In Thousands) Balance, January 1, 2023 $ 1,884 Principal additions 2,315 Principal payments ( 233 ) Balance, December 31, 2023 $ 3,966 Principal additions 1,353 Principal payments ( 2,130 ) Balance, December 31, 2024 $ 3,189 In addition to the balances included above, available lines of credit were $ 358,000 and $ 1,649,000 at December 31, 2024 and 2023 , respectively, and includes the ending balances from the tables above. December 31, 2024 2023 (In Thousands) Loans serviced, for the benefit of others, for directors, executive officers and their related parties $ 1,262 $ 1,373 - 29 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 : Loans – continued Years Ended December 31, 2024 2023 (In Thousands) Interest income from loans owned for directors, executive officers and their related parties $ 204 $ 96 NOTE 4: Mortg age Servicing Rights The Company is servicing mortgage loans for the benefit of others which are not included in the consolidated statements of financial condition and have unpaid principal balances of $ 2,016,242,000 and $ 2,066,505,000 at December 31, 2024 and 2023 , respectively. Servicing loans for others generally consists of collecting mortgage payments, maintaining escrow accounts, disbursing payments to investors and foreclosure processing. Mortgage loan servicing fees were $ 5,111,000 and $ 5,086,000 for the years ended December 31, 2024 and 2023 , respectively. These fees, net of amortization, are included in mortgage banking, net, which is a component of noninterest income on the consolidated statements of income. Custodial balances maintained in connection with the foregoing loan servicing are included in noninterest checking deposits and were $ 10,077,000 an d $ 8,539,000 at December 31, 2024 and 2023 , respectively. The following table is a summary of activity in mortgage servicing rights: Years Ended December 31, 2024 2023 (In Thousands) Mortgage servicing rights: Beginning balance $ 15,853 $ 15,412 Mortgage servicing rights capitalized 1,356 2,147 Amortization of mortgage servicing rights ( 1,833 ) ( 1,706 ) Ending balance $ 15,376 $ 15,853 There were no valuation allowances during December 31, 2024 and 2023. - 30 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 4: Mortg age Servicing Rights – continued The fair values of these mortgage servicing rights were $ 20,370,000 and $ 20,388,000 at December 31, 2024 and 2023 , respectively. The fair value of mortgage servicing rights was determined at loan level, depending on the interest rate and term of the specific loan, using the following valuation assumptions: December 31, 2024 2023 Key assumptions: Discount rate 12 % 12 % Prepayment speed range 0 - 209 % 104 - 526 % Weighted average prepayment speed 110 % 119 % NOTE 5 : Premises and Equipment The cost and accumulated depreciation of premises and equipment was as follows: December 31, 2024 2023 (In Thousands) Land $ 13,920 $ 13,202 Buildings and improvements 89,640 85,369 Furniture and equipment 18,945 16,894 Construction in progress 10,060 4,299 132,565 119,764 Accumulated depreciation ( 32,684 ) ( 27,790 ) Premises and equipment, net, excluding right-of-use assets 99,881 91,974 Right-of-use assets 1,659 2,308 Premises and equipment, net $ 101,540 $ 94,282 Depreciation expense was $ 5,170,000 and $ 3,934,000 for the years ended December 31, 2024 and 2023 , respectively. The Company leases locations under various operating lease agreements. Leases with a lease term of 12 months at commencement are not recorded on the statements of financial position. The Company’s leases have maturities ranging from 2025 to 2028, some of which include lessee options to extend the leases for up to 10 years. - 31 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5: Premises and Equipment – continued The following table summarizes the Company’s leases: December 31 2024 2023 (In Thousands) Right-of-use assets, net of amortization $ 1,659 $ 2,308 Lease liabilities 1,010 1,499 Operating cash flows 371 543 Weighted average remaining lease term (years) 3.66 4.56 Weighted average discount rate 2.70 % 2.69 % The components of lease cost, which were included in occupancy and equipment expense on the consolidated statements of income, were as follows: December 31 2024 2023 (In Thousands) Operating lease cost $ 531 $ 710 Short-term lease cost 5 3 Total lease cost $ 536 $ 713 The following table presents the maturities of lease liabilities at December 31, 2024 for future periods: (In Thousands) 2025 $ 342 2026 238 2027 238 2028 238 2029 - Thereafter - Total lease payments 1,056 Less imputed interest ( 46 ) Present value of lease liabilities $ 1,010 The Company also leases office space to third parties through operating leases. The lease income from these leases for the years ending December 31, 2024 and 2023 was not significant. - 32 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 6 : Other Intangible Assets The components of core deposit intangible assets were as follows: December 31, 2024 2023 (In Thousands) Core deposit intangible $ 10,809 $ 11,840 Accumulated amortization ( 6,310 ) ( 5,960 ) Core deposit intangible, net $ 4,499 $ 5,880 Core deposit intangible assets are amortized on an accelerated basis over their estimated life of 10 years. Amortization expense related to intangible asse ts was $ 1,381,000 an d $ 1,579,000 for the years ended December 31, 2024 and 2023 . The estimated aggregate future amortization expense for core deposit intangible assets remaining as of December 31, 2024 was as follows: Years ending December 31: (In Thousands) 2025 $ 1,185 2026 989 2027 792 2028 595 2029 428 Thereafter 510 Total $ 4,499 NOTE 7 : Deposits Deposits are summarized as follows: December 31, 2024 2023 Weighted Weighted Average Average Balance Rate Balance Rate (Dollars in Thousands) Noninterest checking $ 419,211 0.00 % $ 418,727 0.00 % Interest-bearing checking 221,476 0.18 211,101 0.05 Savings 210,572 0.06 230,711 0.06 Money market 367,094 1.82 330,274 1.66 Time certificates of deposits 462,875 4.25 444,382 4.08 Total $ 1,681,228 1.59 % $ 1,635,195 1.45 % At December 31, 2024 and 2023 , the Company he ld $ 632,951,000 and $ 618,784,000 , respectively, in deposit accounts that met or exceeded the Federal Deposit Insurance Corporation (“FDIC”) requirements of $250,000 and greater. Time certificates of deposit include $ 0 and $ 72,168,000 of fixed rate brokered certificates at December 31, 2024 and 2023 , respectively. - 33 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 7 : Deposits – continued At December 31, 2024 , the scheduled maturities of time deposits were as follows: Years ending December 31: (In Thousands) 2025 $ 447,321 2026 9,383 2027 3,384 2028 1,422 2029 1,277 Thereafter 88 Total $ 462,875 Interest expense on deposits was as follows: Years Ended December 31, 2024 2023 (In Thousands) Checking $ 391 $ 595 Savings 134 106 Money market 8,660 5,549 Time certificates of deposits 18,653 11,607 Total $ 27,838 $ 17,857 At December 31, 2024 and 2023 , the Company reclassified $ 252,000 and $ 242,000 , respectively, in overdrawn deposits as loans. Related party deposits, including directors’ and executive officers’ deposit accounts at December 31, 2024 and 2023 were $ 4,370,000 and $ 5,463,000 , respectively. NOTE 8: Advances from the Federal Home Loan Bank and O ther B orrowings At December 31, 2024 , advances from the FHLB of Des Moines and other borrowings mature as follows: Years ending December 31: (In Thousands) 2025 $ 113,013 2026 27,917 2027 - 2028 - 2029 - Thereafter - Total $ 140,930 - 34 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 8: Advances from the Federal Home Loan Bank and Other Borrowings – continued Federal Home Loan Bank Advances FHLB advances may include both amortizing and non-amortizing advan ces. Non-amortizing advances are due in full at maturity. Advances are subject to prepayment penalties. Interest rates on these advances are fixed. Advances are collateralized by a blanket pledge of the Bank’s loan portfolio. The Company’s investment in FHLB stock is also pledged as collateral on these advances. The total FHLB funding available to the Company at December 31, 2024 , was 45.00 % of total Bank assets as determined by FHLB, or approximately $ 963,924,000 . The balance of advances was $ 140,930,000 and $ 175,737,000 at December 31, 2024 and 2023 , respectively. The Bank also has a contingent letter of credit with FHLB for $ 520,000 at both December 31, 2024 and 2023 . Other Borrowings During the first quarter of 2023, the FRB offered a new Bank Term Funding Program ("BTFP") for eligible depository institutions. The BTFP offers loans of up to one year in length to institutions pledging collateral eligible for purchase by FRB such as U.S. treasuries, agency securities, and mortgage-backed securities. These assets are valued at par. The Company did not utilize the program during 2023. In March of 2024, the Company accessed borrowings through the BTFP. In September of 2024, the Company paid off the borrowings. In addition, at December 31, 2024 , Eagle had a $ 15,000,000 line of credit with Bell Bank. The line of credit is secured by Eagle's ownership of the Bank's stock. The balance of this line of credit was $ 0 at both December 31, 2024 and 2023 . Federal Funds Purchased At December 31, 2024 , the Bank ha d $ 85,000,000 i n Federal funds lines of credit with unaffiliated institutions, including Pacific Coast Bankers Bank ("PCBB"), PNC Financial Services Group, Inc. ("PNC"), United Bankers' Bank ("UBB") and Texas Independent Bank ("TIB"). The balance of these l ines of credit was $ 0 at both December 31, 2024 and 2023 . All Borrowings Outstanding For all borrowings outstanding the weighted average interest rate for advances at December 31, 2024 and 2023 was 4.72 % and 5.48 %, respectively. The average amount outstanding was $ 190,082,000 and $ 159,667,000 for 2024 and 2023 , respectively. The maximum amount outstanding at any month-end was $ 247,500,000 and $ 199,757,000 for 2024 and 2023 , respectively. - 35 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 : Other Long-Term Debt Other long-term debt consisted of the following: December 31, 2024 2023 Unamortized Unamortized Debt Debt Principal Issuance Principal Issuance Amount Costs Amount Costs (In Thousands) Subordinated debentures fixed at 5.50 % to floating, due 2030 $ 15,000 $ ( 185 ) $ 15,000 $ ( 219 ) Subordinated debentures fixed at 3.50 % to floating, due 2032 40,000 ( 821 ) 40,000 ( 937 ) Subordinated debentures variable at 3-Month SOFR plus 1.68 %, due 2035 5,155 - 5,155 - Total other long-term debt $ 60,155 $ ( 1,006 ) $ 60,155 $ ( 1,156 ) In January 2022, the Company completed the issuance of $ 40,000,000 in aggregate principal amount of subordinated notes due in 2032 in a private placement transaction to certain institutional accredited investors and qualified buyers. The notes bear interest at an annual fixed rate of 3.50 % payable semi-annually. Starting February 1, 2027, interest will accrue at a floating rate per annum equal to a benchmark rate, which is expected to be three -month term Secured Overnight Financing Rate (" SOFR ") plus a spread of 218.0 basis points, payable quarterly. The notes are subject to redemption at the option of the Company on or after February 1, 2027. The subordinated debentures qualify as Tier 2 capital for regulatory capital purposes. A portion of the net proceeds were used to redeem the $ 10,000,000 senior notes which matured in February 2022. In June 2020, the Company completed the issuance of $ 15,000,000 in aggregate principal amount of subordinated notes due in 2030 in a private placement transaction to certain qualified institutional accredited investors. The notes bear interest at an annual fixed rate of 5.50 % payable semi-annually. Starting July 1, 2025, interest will accrue at a floating rate per annum equal to a benchmark rate, which is expected to be three -month term SOFR plus a spread of 509.0 basis points, payable quarterly. The notes are subject to redemption at the option of the Company on or after July 1, 2025. The subordinated debentures qualify as Tier 2 capital for regulatory capital purposes. In September 2005, the Company completed the private placement of $ 5,155,000 in subordinated debentures to the Trust. The Trust funded the purchase of the subordinated debentures through the sale of trust preferred securities to First Tennessee Bank, N.A. with a liquidation value of $ 5,155,000 . Using interest payments made by the Company on the debentures, the Trust began paying quarterly dividends to preferred security holders in December 2005. The annual percentage rate of the interest payable on the subordinated debentures and distributions payable on the preferred securities was fixed at 6.02% until December 2010 then became variable at three -month LIBOR plus 1.42%, making the rate 6.20 % as of December 31, 2023 . In December of 2022, Governors of the Federal Reserve System adopted final rule 12 C.F.R. Part 253, Regulation Implementing the Adjustable Interest Rate (LIBOR) Act. Rule 253 identified SOFR-benchmark rates to replace LIBOR in certain financial contracts after June 30, 2023. As a result, the variable rate for interest payable converted to three -month CME Term SOFR plus 1.68 % during the year ended December 31, 2024 . The rate w as 5.99 % a s of December 31, 2024 . Dividends on the preferred securities are cumulative and the Trust may defer the payments for up to five years. The preferred securities mature in December 2035 unless the Company elects and obtains regulatory approval to accelerate the maturity date. The subordinated debentures qualify as Tier 1 capital for regulatory purposes. During the year ended December 31, 2024 and 2023 , interest expense on all other long- term debt was $ 2,724,000 and $ 2,719,000 , respectively, which includ es $ 149,000 and $ 156,000 i n amortization for debt issuance costs, respectively. Debt issuance costs consisting primarily of underwriting discounts and professional fees were capitalized and are being amortized through maturity to interest expense using the straight-line method. - 36 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 10 : Commitments and Contingencies Financial Instruments and Off-Balance-Sheet Activities All financial instruments held or issued by the Company are held or issued for purposes other than trading. In the ordinary course of business, the Bank enters into off-balance-sheet financial instruments consisting of commitments to extend credit and forward delivery commitments for the sale of whole loans to the secondary market. In response to marketplace demands, the Bank routinely makes commitments to extend credit for fixed rate and variable rate loans with or without rate lock guarantees. When rate lock guarantees are made to customers, the Bank becomes subject to market risk for changes in interest rates that occur between the rate lock date and the date that a firm commitment to purchase the loan is made by a secondary market investor. Commitments to extend credit are agreements to lend to a customer as long as the borrower satisfies the Bank’s underwriting standards and related provisions of the borrowing agreements. Commitments generally have fixed expiration dates or other termination clauses. The Bank uses the same credit policies in making commitments to extend credit as it does for on-balance-sheet instruments. Collateral is required for substantially all loans, and normally consists of real property. The Bank’s experience has been that substantially all loan commitments are completed or terminated by the borrower within 3 to 12 months. Commitments are summarized as follows: December 31, 2024 2023 (In Thousands) Commitments to extend credit $ 267,623 $ 271,552 Letters of credit 7,409 9,457 Employment Contracts The Company has entered into change of control agreements with its executive officers other than the Chief Executive Officer. The change in control agreements provide a double trigger benefit equal to the sum of the executive’s annual salary and incentive bonus for the most recently completed year. The benefits are payable in the event that four months prior to, in connection with or within 18 months after a change in control the executive’s employment is terminated without cause or if the executive resigns for good reason. The change in control agreements are for two years, renewing automatically for successive one -year periods unless Eagle or the executive provide written notice of nonrenewal 60 days before the contract anniversary date. If the officer timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Bank will pay the Executive's monthly COBRA premium paid for himself/herself and his/her dependents for all applicable group health plan benefits until the earliest of (i) the expiration of twelve months of coverage, (ii) the date the executive is no longer eligible to receive COBRA continuation coverage, and (iii) the date on which the executive receives or becomes eligible to receive substantially similar coverage from another employer or source. Legal Proceedings Various legal claims also arise from time to time in the normal course of business which, in the opinion of management, will have no material effect on the Company’s financial statements. - 37 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 11: Income Taxes The components of the Company’s provision (benefit) for income taxes was as follows: Years Ended December 31, 2024 2023 (In Thousands) Current U.S. federal $ 1,575 $ 1,585 Montana 566 684 Total current income tax provision 2,141 2,269 Deferred U.S. federal ( 435 ) ( 512 ) Montana ( 94 ) ( 159 ) Total deferred income tax (benefit) provision ( 529 ) ( 671 ) Total income tax provision $ 1,612 $ 1,598 The nature and components of deferred tax assets and liabilities were as follows: December 31, 2024 2023 (In Thousands) Deferred tax assets: Allowance for credit losses $ 4,433 $ 4,329 Deferred loan fees 402 366 Lease liability 266 395 Deferred compensation 1,835 1,818 Employee benefits 625 678 Unrealized losses on securities available-for-sale 7,194 7,129 Acquisition costs 98 133 Acquisition fair value adjustments 2,757 3,058 Other 694 699 Total deferred tax assets 18,304 18,605 Deferred tax liabilities: Premises and equipment 514 879 Right-of-use asset 436 608 FHLB stock - 21 Mortgage servicing rights 4,045 4,174 Goodwill 1,488 1,366 Intangibles 1,121 1,436 Other 336 350 Total deferred tax liabilities 7,940 8,834 Net deferred tax asset $ 10,364 $ 9,771 The Company believes, based upon the available evidence, that all deferred tax assets will be realized in the normal course of operati ons. Accordingly, these assets have not been reduced by a valuation allowance. - 38 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 11 : Income Taxes – continued A reconciliation of the Company’s effective provision (benefit) for income taxes to the statutory federal income tax rate was as follows: Years Ended December 31, 2024 2023 % of % of Pretax Pretax Amount Income Amount Income (Dollars in Thousands) Federal income taxes at the statutory rate $ 2,392 21.00 % $ 2,447 21.00 % State income taxes 566 4.97 684 5.87 Tax-exempt interest income ( 295 ) -2.59 ( 342 ) -2.93 Income from bank-owned life insurance ( 432 ) -3.79 ( 308 ) -2.64 Federal tax credits ( 968 ) -8.50 ( 764 ) -6.55 Other, net 349 3.06 ( 119 ) -1.04 Provision for income taxes and effective tax rate $ 1,612 14.15 % $ 1,598 13.71 % Investments in LIHTC projects are accounted for using the proportional amortization method. The proportional amortization method allows the investor to amortize the cost of the investment in proportion to tax credits and other tax benefits received. The net investment performance is recognized in the statement of income as a component of income tax provision (benefit) . Amortization of the investment in LIHTC projects wa s $ 890,000 for the year ended December 31, 2024 and $ 870,000 for the year ended December 31, 2023 . There is no non-income-tax related activity recognized from the investments in LIHTC projects. NOTE 12: Accumulated Other Comprehensive Income (Loss) The following table includes information regarding the activity in accumulated other comprehensive income (loss): Unrealized (Losses) Gains on Securities Available for Sale (In Thousands) Balance, January 1, 2024 $ ( 19,945 ) Other comprehensive loss, before reclassifications and income taxes ( 414 ) Amounts reclassified from accumulated other comprehensive loss, before income taxes 141 Income tax benefit 72 Total other comprehensive loss ( 201 ) Balance, December 31, 2024 $ ( 20,146 ) Balance, January 1, 2023 $ ( 26,357 ) Other comprehensive income, before reclassifications and income taxes 8,482 Amounts reclassified from accumulated other comprehensive income, before income taxes 222 Income tax provision ( 2,292 ) Total other comprehensive income 6,412 Balance, December 31, 2023 $ ( 19,945 ) - 39 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 13: Earnings Per Common Share The computations of basic and diluted earnings per common share are below. Years Ended December 31, 2024 2023 (Dollars in Thousands, Except for Per Share Data) Basic weighted average shares outstanding 7,838,822 7,793,352 Dilutive effect of stock compensation 14,970 4,891 Diluted weighted average shares outstanding 7,853,792 7,798,243 Net income available to common shareholders $ 9,778 $ 10,056 Basic earnings per common share $ 1.25 $ 1.29 Diluted earnings per common share $ 1.24 $ 1.29 Restricted stock units excluded from the diluted average outstanding share calculation because their effect would be anti-dilutive 8,344 21,666 NOTE 14: Capital Management and Regulatory Matters Federal regulations require Federal Reserve member banks, such as Opportunity Bank of Montana and all other FDIC insured depository institutions, to meet several minimum capital standards: a common equity Tier 1 capital to risk-based assets ratio of 4.5%, a Tier 1 capital to risk-based assets ratio of 6.0%, a total capital to risk-based assets of 8.0%, and a Tier 1 capital to total average assets leverage ratio of 4.0%. Federal law establishes a prompt corrective action framework to resolve the problems of undercapitalized depository institutions. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions that, if undertaken, could have a direct material effect on the Company’s financial statements. Prompt corrective action provisions are not applicable to bank holding companies. In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets above the amount necessary to meet each of its minimum risk-based capital requirements. An institution is considered "adequately capitalized" if it has a leverage ratio of 4.0 %, and including the conservation buffer, a common equity Tier 1 capital to risk-based assets ratio of 7.0%, a Tier 1 capital to risk-weighted assets ratio of 8.5% and a total capital to risk-weighted assets ratio of 10.5%. - 40 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 14: Capital Management and Regulatory Matters – continued Management believes that, as of December 31, 2024 , the Company and the Bank meet all capital adequacy requirements. As of December 31, 2024 , the most recent notification from the FRB categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since the notification that management believes have changed the Bank's category. The Bank’s actual capital amounts and ratios as of December 31, 2024 are presented in the table below and all of the ratios, with the exception of the Tier 1 capital to adjusted total average assets ratio, include the capital conservation buffer of 2.50%: Minimum To Be Well Minimum Required Capitalized Under for Capital Adequacy Prompt Corrective Actual Purposes Action Provisions Amount Ratio Amount Ratio Amount Ratio (Dollars in Thousands) December 31, 2024: Total risk-based capital to risk weighted assets $ 229,316 13.49 % $ 178,521 10.50 % $ 170,020 10.00 % Tier 1 capital to risk weighted assets 211,066 12.41 144,517 8.50 136,016 8.00 Common equity Tier 1 capital to risk weighted assets 211,066 12.41 119,014 7.00 110,513 6.50 Tier 1 capital to adjusted total average assets 211,066 10.07 83,861 4.00 104,826 5.00 - 41 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 14: Capital Management and Regulatory Matters – continued The Company's and the Bank’s actual capital amounts and ratios as of December 31, 2023 are presented in the table below and all of the ratios, with the exception of the Tier 1 capital to adjusted total average assets ratio, include the capital conservation buffer of 2.50%. Minimum To Be Well Minimum Required Capitalized Under for Capital Adequacy Prompt Corrective Actual Purposes Action Provisions Amount Ratio Amount Ratio Amount Ratio (Dollars in Thousands) December 31, 2023: Total risk-based capital to risk weighted assets $ 218,909 13.01 % $ 176,692 10.50 % $ 168,278 10.00 % Tier 1 capital to risk weighted assets 201,179 11.96 143,037 8.50 134,623 8.00 Common equity Tier 1 capital to risk weighted assets 201,179 11.96 117,795 7.00 109,381 6.50 Tier 1 capital to adjusted total average assets 201,179 9.75 82,569 4.00 103,212 5.00 Dividend Limitations Under State of Montana banking regulation, member banks such as the Bank generally may declare annual cash dividends up to an amount equal to the previous two years’ net earnings. Dividends in excess of such amount require approval of the Division of Banking. The Bank paid dividends of $ 3,700,000 to Eagle during the year ended December 31, 2024. No dividends were paid to Eagle during the year ended December 31, 2023. Eagle paid dividend s of $ 0.565 an d $ 0.555 per share to its shareholders during the years ended December 31, 2024 and 2023 , respectively. Stock Repurchase Program On April 18, 2024, Eagle's Board of Directors (the "Board") authorized the repurchase of up to 400,000 shares of its common stock beginning May 1, 2024. Under the plan, shares may be purchased by the Company on the open market or in privately negotiated transactions. The extent to which the company repurchases its shares and the timing of such repurchase will depend on market conditions and other corporate considerations. No shares were purchased during the second or third quarter of 2024 under this plan. During the fourth quarter of 2024, 25,000 shares were purchased under this plan at an average price of $ 16.74 . The plan expires on May 1, 2025. On April 20, 2023, Eagle's Board of Directors authorized the repurchase of up to 400,000 shares of its common stock beginning May 1, 2023. Under the plan, shares may be purchased by the Company on the open market or in privately negotiated transactions. The extent to which the company repurchases its shares and the timing of such repurchase will depend on market conditions and other corporate considerations. During the second quarter of 2023, 17,901 shares were purchased under this plan at an average price of $ 12.89 . No shares were purchased during the third or fourth quarter of 2023 under this plan. No shares were purchased during the first or second quarter of 2024 under this plan. The plan expired on May 1, 2024. On April 21, 2022, Eagle's Board of Directors (the "Board") authorized the repurchase of up to 400,000 shares of its common stock. Under the plan, shares could be purchased by the Company on the open market or in privately negotiated transactions. The extent to which the company repurchased its shares and the timing of such repurchases depended on market conditions and other corporate considerations. During the second quarter of 2022, 5,000 shares were purchased under this plan at an average price of $ 19.75 . During the third quarter of 2022, 99,517 shares were purchased under this plan at an average price of $ 19.45 . During the fourth quarter of 2022, 6,608 shares were purchased under this plan at an average price of $ 18.80 . No shares were purchased during the first or second quarter of 2023 under this plan. The plan expired on April 21, 2023. - 42 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 14: Capital Management and Regulatory Matters – continued Liquidation Rights Eagle Bancorp Montana, Inc. holds a liquidation account for the benefit of certain depositors of the Bank who remain depositors of the Bank at the time of liquidation. The liquidation account is designed to provide payments to these depositors of their liquidation interests in the event of a liquidation of Eagle and the Bank, or the Bank alone. In the unlikely event that Eagle and the Bank were to liquidate in the future, all claims of creditors, including those of depositors, would be paid first, followed by distribution to depositors as of November 30, 2008 ( who continue to be the Bank’s depositors) of the liquidation account maintained by Eagle. Also, in a complete liquidation of both entities, or of just the Bank, when Eagle has insufficient assets to fund the liquidation account distribution due to depositors and the Bank has positive net worth, the Bank would immediately pay amounts necessary to fund Eagle’s remaining obligations under the liquidation account. If Eagle is completely liquidated or sold apart from a sale or liquidation of the Bank, then the rights of such depositors in the liquidation account maintained by Eagle would be surrendered and treated as a liquidation account in the Bank, the “bank liquidation account” and these depositors shall have an equivalent interest in the bank liquidation account and the same rights and terms as the liquidation account. After two years from the date of the 2010 conversion and upon the written request of the FDIC, Eagle will eliminate or transfer the liquidation account and the interests in such account to the Bank and the liquidation account would become the liquidation account of the Bank and not subject in any manner or amount to Eagle’s creditors. Also, under the rules and regulations of the FDIC, no post-conversion merger, consolidation, or similar combination or transaction with another depository institution in which Eagle or the Bank is not the surviving institution would be considered a liquidation and, in such a transaction, the liquidation account would be assumed by the surviving institution. NOTE 15: Benefit Plans Profit Sharing Plan The Company provides a noncontributory profit sharing plan for eligible employees who have completed one year of service. The amount of the Company’s annual contribution is determined by the Board. Profit sharing expense was $ 1,186,000 and $ 1,272,000 for the years ended December 31, 2024 and 2023 , respectively. The Company’s profit sharing plan includes a 401 (k) feature. At the discretion of the Board, the Company may match up to 50.00 % of participants’ contributions up to a maximum of 4.00 % of participants’ salaries. For the years ended December 31, 2024 and 2023 , the Company’s match was $ 519,000 and $ 552,000 , respectively. Deferred Compensation Plans The Company has entered into deferred compensation contracts with certain key employees. The contracts provide fixed benefits payable in equal annual installments upon retirement. The charge to expense is based on the present value computations of anticipated liabilities. For the years ended December 31, 2024 and 2023 , the total expense was $ 661,000 and $ 625,000 , respectively. The liability for the deferred compensation plan was $ 6,469,000 and $ 6,420,000 at December 31, 2024 and 2023 , respectively, which is included in accrued expenses and other liabilities in the consolidated statements of financial condition. Employee Stock Ownership Plan The Company provides an ESOP for eligible employees who meet certain age and service requirements. The Company sold 251,256 shares of common stock to the ESOP at a price of $ 23.88 per share in June 2021. The shares were purchased from Eagle by the ESOP in exchange for a loan totaling $ 6,000,000 . The loan has a ten -year term and bears interest at 3.00 %. The Bank makes annual contributions to the ESOP sufficient to satisfy the debt service requirements of the loan. The ESOP uses these contributions, and dividends received by the ESOP on unallocated shares, to make principal and interest payments on the loan to the Company. The shares held by the ESOP will be used for allocations to employees of the Company over a ten -year period. Shares purchased by the ESOP are held in a suspense account by the plan trustee until allocated to participant accounts. Shares released from the suspense account are allocated to participants on the basis of their relative compensation in the year of allocation. Participants become vested in the allocated shares over a period not to exceed seven years. Any forfeited shares are allocated to other participants in the same proportion as contributions. As shares are committed to be released, the Company reports compensation expense equal to the average daily market prices of the shares. The compensation expense is accrued throughout the year. Dividends on ESOP shares are recorded as a reduction to retained earnings. - 43 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 15: Employee Benefits – continued Employee Stock Ownership Plan – continued Total ESOP expenses of $ 237,000 and $ 212,000 were recognized for the years ended December 31, 2024 and 2023 , respectively. The following table shows the components of the ESOP shares: December 31, 2024 2023 Allocated shares 255,351 240,266 Unallocated shares 167,932 191,922 Total ESOP shares 423,283 432,188 Fair value of unallocated shares (in thousands) $ 2,574 $ 3,030 Stock Incentive Plans The Company adopted the stock incentive plan on November 1, 2011. This plan provides for different types of awards including stock options, restricted stock and performance shares. Under this plan, awards of Eagle's common stock may be made to eligible directors, officers and employees. This plan was amended multiple times, most recently in 2022 to increase the maximum number of shares of restricted stock for issuance under this plan to 393,571 . The number of shares of restricted stock available to award under this plan was 104,575 as of December 31, 2024 . This plan also includes shares available to be awarded for stock options total ing 246,427 . However, no stock options have been awarded under this plan. The following table shows the activity of the restricted stock awards granted under this plan: Number of Shares Unvested awards as of January 1, 2023 70,361 Awards granted 20,870 Awards vested ( 20,132 ) Awards forfeited ( 1,200 ) Unvested awards as of December 31, 2023 69,899 Awards granted - Awards vested ( 20,102 ) Awards forfeited ( 14,513 ) Unvested awards as of December 31, 2024 35,284 At December 31, 2024 , the Company has unrecognized expense of approximately $ 562,000 for this plan, which it expects to recognize ratably through November 2027 . The Company established a nonemployee director award plan effective April 23, 2020. Under this plan, awards of Eagle's common stock may be made to eligible directors. This plan was amended during 2023 and increased the maximum number of shares of restricted stock for issuance under this plan to 88,000 . The number of shares of restricted stock available to award under this plan was 48,127 as of December 31, 2024 . - 44 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 15: Employee Benefits – continued The following table shows the activity of the restricted stock awards granted under this plan: Number of Shares Unvested awards as of January 1, 2023 8,520 Awards granted 15,291 Awards vested ( 8,520 ) Awards forfeited - Unvested awards as of December 31, 2023 15,291 Awards granted 12,270 Awards vested ( 15,291 ) Awards forfeited - Unvested awards as of December 31, 2024 12,270 At December 31, 2024 , the Company has unrecognized expense of approximately $ 166,000 for this plan, which it expects to recognize ratably through November 2025. The Company recognized total compensation expense of $ 523,000 and $ 347,000 for these plans during the years ended December 31, 2024 and 2023 , respectively. NOTE 16 : D erivatives and Hedging Activities The Company enters into commitments to originate and sell mortgage loans. The Bank uses derivatives to hedge the risk of changes in fair values of interest rate lock commitments and mortgage loans held-for-sale. An optimal amount of mortgage loans are sold directly into bulk commitments with investors at the time an interest rate is locked, other loans are sold on an individual best efforts basis at the time an interest rate is locked, and the remaining balance of locked loans are hedged using TBA mortgage-backed securities or bulk mandatory forward loan sale commitments. Derivatives are accounted for as free-standing or economic derivatives and are measured at fair value. Derivatives are recorded as either other assets or other liabilities on the consolidated statements of condition. Derivatives are summarized as follows: December 31, 2024 December 31, 2023 Notional Fair Value Notional Fair Value Amount Asset Liability Amount Asset Liability (In Thousands) Interest rate lock commitments $ 10,155 $ - $ 103 $ 15,670 $ 15 $ - Forward TBA mortgage-backed securities 10,000 142 - 12,000 - 75 Changes in the fair value of the derivatives are recorded in mortgage banking, net within noninterest income on the consolidated statements of income. A net gain of $ 99,000 was recorded for the year ended December 31, 2024 compared to a net gain of $ 10,000 for the year ended December 31, 2023 . NOTE 17 : Fair Value of Financial Instruments 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. Assets and liabilities that are measured at fair value are grouped in three levels within the fair value hierarchy based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. The fair value hierarchy is as follows: ■ Level 1 Inputs – Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities. ■ Level 2 Inputs – Valuations are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuations for which all significant assumptions are observable or can be corroborated by observable market data. ■ Level 3 Inputs – Valuations are based on unobservable inputs that may include significant management judgment and estimation. - 45 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 17 : Fair Value of Financial Instruments – continued A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy at the reporting date, is set forth below. Available-for-Sale Securities – Securities classified as available-for-sale are reported at fair value utilizing Level 1 (nationally recognized securities exchanges) and Level 2 inputs. For Level 2 securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include but is not limited to dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayments speeds, credit information and the bond’s terms and conditions. Loans Held-for-Sale – These loans are reported at fair value. Fair value is determined based on expected proceeds based on committed sales contracts and commitments of similar loans if not already committed and are considered to be Level 2. Derivative Instruments – The fair value of the interest rate lock commitments, forward TBA mortgage-backed securities and mandatory forward commitments are estimated using quoted or published market prices for similar instruments, adjusted for factors such as pull-through rate assumptions based on historical information, where appropriate. Interest rate lock commitments are considered to be Level 3 and the forward TBA mortgage-backed securities and mandatory forward commitments are considered to be Level 2. Collateral-Dependent Loans – Individually reviewed collateral-dependent loans are reported at the fair value of the underlying collateral less costs to sell. Collateral-dependent loans are classified within Level 3 of the fair value hierarchy. R eal Estate and Other R epossessed Assets – Fair values are determined at the time the loan is foreclosed upon and the asset is transferred from loans. The value is based primarily on third -party appraisals, less costs to sell and are considered Level 3 inputs for determining fair value. Repossessed assets are reviewed and evaluated periodically for additional impairment and adjusted accordingly. Mortgage Servicing Rights – The fair value of mortgage servicing rights are estimated using present value of expected cash flows based on a third -party model that incorporated industry assumptions and is adjusted for factors such as prepayment speeds and are considered level 3 inputs. The following table summarizes financial assets and liabilities measured at fair value on a recurring basis, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value: December 31, 2024 Level 1 Level 2 Level 3 Total Fair Inputs Inputs Inputs Value (In Thousands) Financial assets: Available-for-sale securities U.S. government and agency obligations $ - $ 5,195 $ - $ 5,195 U.S. treasury obligations 46,913 - - 46,913 Municipal obligations - 117,877 - 117,877 Corporate obligations - 4,162 - 4,162 Mortgage-backed securities - 28,235 - 28,235 Collateralized mortgage obligations - 82,623 - 82,623 Asset-backed securities - 7,585 - 7,585 Loans held-for-sale - 13,368 - 13,368 Forward TBA mortgage-backed securities - 142 - 142 Financial liabilities: Interest rate lock commitments - - 103 103 December 31, 2023 Level 1 Level 2 Level 3 Total Fair Inputs Inputs Inputs Value (In Thousands) Financial assets: Available-for-sale securities U.S. government and agency obligations $ - $ 6,543 $ - $ 6,543 U.S. treasury obligations 46,815 - - 46,815 Municipal obligations - 137,950 - 137,950 Corporate obligations - 3,905 - 3,905 Mortgage-backed securities - 26,753 - 26,753 Collateralized mortgage obligations - 86,568 - 86,568 Asset-backed securities - 9,745 - 9,745 Loans held-for-sale - 11,432 - 11,432 Interest rate lock commitments - - 15 15 Financial liabilities: Forward TBA mortgage-backed securities - 75 - 75 - 46 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 17 : Fair Value of Financial Instruments – continued Certain financial assets may be measured at fair value on a nonrecurring basis. These assets are subject to fair value adjustments that result from the application of lower of cost or fair value accounting or write-downs of individual assets, such as collateral-dependent loans, real estate and other repossessed assets and mortgage servicing rights. The following tables summarize financial assets measured at fair value on a nonrecurring basis for which a nonrecurring change in fair value has been recorded during the reporting periods presented: December 31, 2024 Level 1 Level 2 Level 3 Total Fair Inputs Inputs Inputs Value (In Thousands) Collateral-dependent loans individually evaluated, net of ACL $ - $ - $ 96 $ 96 December 31, 2023 Level 1 Level 2 Level 3 Total Fair Inputs Inputs Inputs Value (In Thousands) Collateral-dependent loans individually evaluated, net of ACL $ - $ - $ 1,782 $ 1,782 The following table represents the Bank's financial assets and liabilities measured at fair value on a recurring and nonrecurring basis, the valuation techniques used to measure the fair value of those assets and liabilities, and the significant unobservable inputs and the ranges of values for those inputs: Principal Significant Range of Valuation Unobservable Significant Input Instrument Technique Inputs Values Collateral-dependent loans individually evaluated Fair value of underlying collateral Discount applied to the obtained appraisal 10 - 30 % Real estate and other repossessed assets Fair value of collateral Discount applied to the obtained appraisal 10 - 30 % Interest rate lock commitments Internal pricing model Pull-through expectations 85 - 95 % - 47 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 17 : Fair Value of Financial Instruments – continued The following table provides a reconciliation of assets and liabilities measured at fair value using significant unobservable inputs (Level 3 ) on a recurring basis during the year ended December 31, 2024 . December 31, 2024 December 31, 2023 Interest Rate Lock Commitments (In Thousands) Beginning Balance $ 15 $ ( 81 ) Purchases and issuances ( 644 ) ( 339 ) Sales and settlements 526 435 Ending Balance $ ( 103 ) $ 15 Unrealized (losses) gains related to items held at end of period $ ( 118 ) $ 96 The tables below summarize the estimated fair values of financial instruments of the Company, whether or not recognized at fair value on the consolidated statements of condition. The tables are followed by methods and assumptions that were used by the Company in estimating the fair value of the classes of financial instruments. December 31, 2024 Level 1 Level 2 Level 3 Total Carrying Inputs Inputs Inputs Fair Value Amount (In Thousands) Financial assets: Cash and cash equivalents $ 31,559 $ - $ - $ 31,559 $ 31,559 FHLB stock - 7,778 - 7,778 7,778 FRB stock - 4,131 - 4,131 4,131 Loans receivable, gross - - 1,466,511 1,466,511 1,520,646 Mortgage servicing rights - - 20,370 20,370 15,376 Financial liabilities: Non-maturing interest-bearing deposits - 799,142 - 799,142 799,142 Time certificates of deposit - - 461,254 461,254 462,875 FHLB advances and other borrowings - - 141,057 141,057 140,930 Other long-term debt - - 58,024 58,024 60,155 December 31, 2023 Level 1 Level 2 Level 3 Total Carrying Inputs Inputs Inputs Fair Value Amount (In Thousands) Financial assets: Cash and cash equivalents $ 24,545 $ - $ - $ 24,545 $ 24,545 FHLB stock - 9,191 - 9,191 9,191 FRB stock - 4,131 - 4,131 4,131 Loans receivable, gross - - 1,416,203 1,416,203 1,484,489 Mortgage servicing rights - - 20,388 20,388 15,853 Financial liabilities: Non-maturing interest-bearing deposits - 772,086 - 772,086 772,086 Time certificates of deposit - - 441,939 441,939 444,382 FHLB advances and other borrowings - - 175,842 175,842 175,737 Other long-term debt - - 58,094 58,094 60,155 - 48 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 18 : Condensed Parent Company Financial Statements Included below are the condensed financial statements of the Parent Company, Eagle Bancorp Montana, Inc.: December 31, 2024 2023 (In Thousands) Assets: Cash and cash equivalents $ 1,863 $ 2,426 Securities available-for-sale 732 796 Investment in Eagle Bancorp Statutory Trust I 155 155 Investment in Subsidiaries 227,470 219,090 Other assets 4,717 6,831 Total assets $ 234,937 $ 229,298 Liabilities and Shareholders' Equity: Accounts payable and accrued expenses $ 1,023 $ 1,026 Other long-term debt 59,149 58,999 Shareholders' equity 174,765 169,273 Total liabilities and shareholders' equity $ 234,937 $ 229,298 Years Ended December 31, 2024 2023 (In Thousands) Interest income $ 48 $ 55 Interest expense ( 2,735 ) ( 2,729 ) Noninterest income 73 211 Noninterest expense ( 825 ) ( 976 ) Loss before income taxes ( 3,439 ) ( 3,439 ) Income tax benefit ( 931 ) ( 914 ) Loss before equity in undistributed earnings of Subsidiaries ( 2,508 ) ( 2,525 ) Equity in undistributed earnings of Subsidiaries 12,286 12,581 Net income $ 9,778 $ 10,056 - 49 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 18: Condensed Parent Company Financial Statements – continued Years Ended December 31, 2024 2023 (In Thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 9,778 $ 10,056 Adjustments to reconcile net income to net cash used in operating activities: Equity in undistributed earnings of Subsidiaries ( 12,286 ) ( 12,581 ) Other adjustments, net 2,281 ( 1,302 ) Net cash used in operating activities ( 227 ) ( 3,827 ) CASH FLOWS FROM INVESTING ACTIVITIES: Cash contribution from Opportunity Bank of Montana 3,700 - Activity in available-for-sale securities: Maturities, principal payments and calls 60 5,072 Net cash provided by investing activities 3,760 5,072 CASH FLOWS FROM FINANCING ACTIVITIES: ESOP payments and dividends 320 479 Payments to purchase treasury stock ( 419 ) ( 231 ) Treasury shares reissued for compensation 538 337 Dividends paid ( 4,535 ) ( 4,442 ) Net cash used in financing activities ( 4,096 ) ( 3,857 ) NET DECREASE IN CASH AND CASH EQUIVALENTS ( 563 ) ( 2,612 ) CASH AND CASH EQUIVALENTS, beginning of period 2,426 5,038 CASH AND CASH EQUIVALENTS, end of period $ 1,863 $ 2,426 NOTE 19: Restatement of Interim Financial Information (UNAUDITED) Restatement of Unaudited Condensed Statement of Cash Flows In connection with the preparation of the consolidated statement of cash flows for the year ended December 31, 2024, the Company concluded the proper classification of borrowings as short-term or long-term was not properly presented within the statement of cash flows for the nine months ended September 30, 2024. See below for a reconciliation from the previously reported amounts in the Company's Quarterly Reports on Form 10 -Q to the restated amounts for the nine months ended September 30, 2024. The previously reported amounts are labeled "As Reported" in the table below. The amounts labeled "Adjustments" represent the effects of this restatement. The classification errors were isolated to the financing activities section of the statement of cash flows and had no impact on net cash provided by financing activities. In addition, there was no impact to the unaudited condensed consolidated statement of condition, statement of income, statement of comprehensive income or statement of changes in shareholder’s equity for the same period. Nine Months Ended September 30, 2024 As Reported Adjustments As Restated (In Thousands) CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in deposits $ 15,317 $ - $ 15,317 Net short-term advances (payments) on FHLB and other borrowings 14,263 ( 55,000 ) ( 40,737 ) Advances on long-term FHLB and other borrowings 29,167 75,833 105,000 Payments on long-term FHLB and other borrowings - ( 20,833 ) ( 20,833 ) Purchase of treasury stock - - - Dividends paid ( 3,387 ) - ( 3,387 ) Net cash provided by financing activities $ 55,360 $ - $ 55,360 - 50 -