What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-24 compared with 2025-03-26 · 58 added, 314 removed, 66 unchanged (85% of the section changed)

Controls and Procedures

Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including its President, Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of December 31, 2024.

Based on that evaluation, the Company’s management, including the President and Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

During the quarter ended December 31, 2024, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

Internal Control Over Financial Reporting

We have identified material weaknesses in our internal control over financial reporting with respect to our allowance for credit losses that existed as of December 31, 2023.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements may not be prevented or detected on a timely basis.

We concluded that our procedures were not effective as of December 31, 2023, and that we had, as of such date, identified the following material weaknesses in our internal control over financial reporting:

● management did not maintain sufficient evidence of independent review or supporting documentation related to key methodologies, assumptions, and calculations, including support for the qualitative factors, utilized in the allowance for credit losses as of December 31, 2023;

● management did not maintain sufficient evidence of independent review or supporting documentation, including support for the qualitative factors, related to the January 1, 2023 adoption of Accounting Standard Update (ASU) 2016-13 Financial Instruments – Credit Losses.

These material weaknesses could result in misstatements of our allowance for credit losses and related disclosures that would result in a material misstatement of our financial statements that would not be prevented or detected.

We have assessed and improved our processes and control procedures around the allowance for credit losses to ensure they are operating at an acceptable level of assurance.

The remedial measures we have taken to address these material weaknesses include calculating an allowance for credit losses on unfunded commitments;

revising the peer group of institutions used to develop quantitative loss rates to include institutions whose loan portfolios better reflect the composition of our loan portfolio;

obtaining updated independent appraisals for loans being evaluated for impairment;

enhancing qualitative factors support to include data points tied to a specified timeframe, such as, for example, the unemployment rate, to consistently allocate basis point reserves for each reporting period;

using qualitative factors to adjust the allowance for credit losses for economic conditions that impact us and documenting the adjustments in a narrative accompanying the allowance calculation;

and assigning an independent individual to review the allowance calculation to assure its accuracy and completeness.

We believe these actions have remediated the control weaknesses as of December 31, 2024.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934.

The 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 accounting principles generally accepted in the United States of America.

The Company’s internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

and (iii) 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 consolidated financial statements.

The Company’s management, including the principal executive officer and principal financial officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, based on the criteria set forth in the “ Internal Control-Integrated Framework (2013) ” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on such assessment, management concluded that, as of December 31, 2025, the Company’s internal control over financial reporting is effective, based on those criteria.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to provisions of the Dodd-Frank Act that permits the Company to provide only management’s report in this annual report.

Changes to Internal Control Over Financial Reporting

During the quarter ended December 31, 2025, there have been no changes to the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information

2 unchanged sentences

Not applicable.

Directors, Executive Officers and Corporate Governance

Fifth District Bancorp’s board of directors is comprised of seven members.

Directors serve three-year staggered terms so that approximately one-third of the directors are elected at each annual meeting.

The following sets forth certain information regarding the members of our board of directors, and executive officers who are not directors, including the terms of office of board members.

Except as indicated herein, there are no arrangements or understandings between any director and any other person pursuant to which the director was selected.

Age information is as of December 31, 2024, and term as a director includes service with Fifth District Savings Bank.

The business experience for the past five years of each of our directors is set forth below.

With respect to directors, the biographies contain information regarding the person’s business experience and the experiences, qualifications, attributes or skills that caused the board of directors to determine that the person should serve as a director.

Directors with Terms Ending in 2025

Lambert has been a practicing attorney in New Orleans for over 35 years.

He is presently a partner with the law firm of Lambert & Lambert, a PLC.

He has represented every department within city government through the New Orleans City Attorney’s Office and as Special Counsel for the Sewerage and Water Board of New Orleans.

Lambert owns a real estate company in New Orleans, leasing professional office space in the downtown area, and during his career has sat on various philanthropic, charity and community boards.

Because of his breadth of experience and extensive involvement in our community, Mr.

Lambert brings to Fifth District’s board of directors a unique set of skills and knowledge which is a valued benefit to the board of directors.

Director since 2015.

North serves as President and Chief Executive Officer of Fifth District Bancorp and Fifth District.

North began his career with Fifth District in 1988, becoming President and Chief Executive Officer in 2016.

From 2004 to 2016 he served as Senior Vice President of Lending and Compliance.

He holds a Masters of Business Administration from the University of New Orleans and a Bachelor of Science in Construction Management from Louisiana State University.

He served on the board of directors of the Louisiana Bankers Association (LBA) from 2017 to 2020 and is the LBA’s current Chair in 2025.

He serves on the Community Depository Institutions Advisory Council of the Federal Reserve Bank of Atlanta.

His volunteer service includes serving as chairman of the governing board of Ochsner Medical Center West Bank, serving on the board of directors of Legatus, New Orleans;

serving on the board of directors of St.

Mary’s Dominican High School;

and serving as chairman of the board of directors of Jesuit High School.

He is also a past member of the board of directors of the Catholic Foundation of the Archdiocese of New Orleans.

His years of community banking experience and knowledge of Fifth District’s business and market area provides Fifth District’s board of directors with valuable insight into Fifth District’s business.

Director since 2002.

Sins, now retired, most recently served as Research Professor of Engineering Management at University of New Orleans from 2007 to 2017.

She holds a Masters of Business Administration degree from the University of New Orleans where she was a member of the honor society and graduated, with honors, from Loyola

University School of Law where she served as editor-in-chief of the law review.

She also served as an Instructor of Accounting at University of New Orleans.

She served as Senior Counsel in the Legal Department of Entergy Corporation, among other legal affiliations, during her legal career.

She is active in local community and charitable organizations.

Fluent in French, she serves with Les Causeries du Lundi in New Orleans, a scholarship and cultural exchange organization.

She is an organizer and director of MetroMutts, Inc., an animal rescue and welfare organization, and serves as Treasurer of Lakeshore Property Association.

She provides Fifth District’s board of directors with invaluable financial management and legal experience.

Director since 2005.

Directors with Terms Ending in 2026

Lyons serves as Fifth District’s Senior Vice President of Administration and Operations.

She began her career with Fifth District in 1996 as a teller and has served as an Assistant Branch Manager and as Branch Operations Officer.

She served as Assistant Vice President of Operations and as Vice President of Administration and Operations and has served in her current capacity as Senior Vice President of Administration and Operations since 2019.

In her current capacity, she manages Fifth District’s branch network, IRA Department, Human Resources Department, Information Technology Department and Electronic Banking Department.

She is a graduate of the Graduate School of Banking, Louisiana State University and hold a Bachelor of Science in Business Management from University of Holy Cross.

She participates in Banking on Leaders of Tomorrow, affiliated with the Federal Reserve Bank of Atlanta, and in the Leadership School of the Louisiana Bankers Association.

Her years of community banking experience and knowledge of Fifth District’s business operations provides Fifth District’s board of directors with valuable insight to Fifth District’s business.

Director since 2022.

Nolan, serves as Chairman of the Board of Fifth District Bancorp and has served as Chairman of the Board of Fifth District since 2016.

Nolan retired from Fifth District in 2018, at which time he served as Senior Vice President of Administration.

His employment with Fifth District began in 1974 and during his career his areas of responsibility included asset/liability management, employee benefits administration and regulatory compliance, among other areas.

He maintained his Certified Financial Planner license for the majority of his employment tenure with Fifth District.

He holds a Bachelor’s Degree in Business and Finance from the University of New Orleans.

He has also served various local religious and non-profit organization by providing financial guidance.

His institutional knowledge of Fifth District and its business provides Fifth District’s board of directors with valuable insight to Fifth District’s business.

Director since 1995.

Directors with Terms Ending in 2027

Greg Abry has been President and Chief Executive Officer of Abry Brothers, Inc since 2005.

Founded in 1840, Abry Brothers, Inc.

is tied for the oldest family run business in the City of New Orleans.

Abry Brothers, Inc.

is a seventh-generation business primarily focused on foundation repair and building elevation.

In his role as President and Chief Executive Officer, his main responsibilities are operational oversite, strategic planning and financial management.

Abry provides Fifth District’s board of directors with knowledge of construction and real estate matters in Fifth District’s market area, as well as management abilities.

Director since 2013.

Rittiner, now retired, served in various management capacities in three regional family-owned businesses before their acquisition.

His leadership and management skills, strong financial background and knowledge of our community and local economy makes him well-suited to serve as a director of Fifth District Bancorp and Fifth District.

Director since 2000.

Executive Officers Who are not Directors

Burns, CPA, CGMA, age 47, serves as Chief Financial Officer of Fifth District Bancorp and as Vice President and Chief Financial Officer of Fifth District.

She has served as Fifth District’s Chief Financial Officer since 2020 and became Vice President in 2006.

Before joining Fifth District, she served as the Controller of Sigma Coatings

USA and as a senior auditor for the former public accounting firm of Arthur Andersen, LLP.

She serves as a member of Fifth District’s Asset/Liability Committee.

Gervais, age 54, has served as Fifth District’s Vice President of Lending since 2017.

She started with Fifth District in 1987 and has held numerous positions throughout her 37-year career, including branch operations, branch management, human resources, administration, and lending.

She serves as a member of Fifth District’s Asset/Liability Committee.

Roe, age 48, serves as Corporate Secretary of Fifth District Bancorp and has served as a Vice President of Fifth District since 2018 and as its Corporate Secretary since 2010.

She started with Fifth District in 1997 and has held numerous positions throughout her career.

In 2000, she was instrumental in launching Fifth District’s first website and online banking program.

She assumed responsibility for Fifth District’s marketing programs in 2014.

As a Certified Anti-Money Laundering and Fraud Professional, she serves as Fifth District’s Assistant Bank Secrecy Act Officer.

She also serves as a member of Fifth District’s Asset/Liability Committee.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors, certain officers and persons who own more than 10% of its common stock, to file with the Securities and Exchange Commission initial reports of ownership of the Company’s equity securities and to all subsequent reports when there are changes in such ownership.

Based on a review of reports submitted to the Company, the Company believes that during the year ended December 31, 2024, all Section 16(a) filing requirements applicable to the Company’s officers, directors, and more than 10% owners were complied with on a timely basis.

Meetings and Committees of the Board of Directors of Fifth District Bancorp

We conduct business through meetings of our board of directors and its committees.

The board of directors of Fifth District Bancorp has established standing committees, including a Compensation Committee, an Audit Committee and a Nominating/Corporate Governance Committee.

Each of these committees operates under a written charter, which governs its composition, responsibilities and operations.

The table below sets forth the directors of each of the listed standing committees.

Each member of each committee meets the Nasdaq and the Securities and Exchange Commission independence requirements for such committee.

The board of directors has determined that Linda A.

Sins, a certified public accountant (inactive), qualifies as an “audit committee financial expert” as such term is defined by the rules and regulations of the Securities and Exchange Commission.

Audit Committee

Compensation Committee

Nominating/Corporate Governance Committee

Rittiner (Chair)

Lambert (Chair)

Corporate Governance Policies and Procedures, and Code of Ethics

Fifth District Bancorp adopted several policies to govern the activities of both Fifth District Bancorp and Fifth District including corporate governance policies and a code of business conduct and ethics.

The corporate governance policies involve such matters as the following:

● the composition, responsibilities and operation of our board of directors;

● the establishment and operation of board committees, including audit, nominating/corporate governance and compensation committees;

the charters for which are available on our website at www.fifthdistrict.com under “Investor Relations – Corporate Governance”;

● convening executive sessions of independent directors;

● our board of directors’ interaction with management and third parties.

The code of business conduct and ethics, which applies to all employees and directors, addresses conflicts of interest, the treatment of confidential information, general employee conduct and compliance with applicable laws, rules and regulations.

In addition, the code of business conduct and ethics is designed to deter wrongdoing and to promote honest and ethical conduct, the avoidance of conflicts of interest, full and accurate disclosure and compliance with all applicable laws, rules and regulations.

A copy of the Code of Ethics is available on the Company’s website at www.fifthdistrict.com under “ Investor Relations – Corporate Governance.

Directors, Executive Officers and Corporate Governanc e

The information contained in the sections captioned “Business Items to be Voted on by Stockholders – Item 1 Election of Directors.” “Other Information Relating to Directors and Executive Officers” and “Corporate Governance” of the Company’s definitive Proxy Statement for the 2026 Annual Meeting of the Stockholders (the “2026 Proxy Statement”) is incorporated herein by reference.

Insider Trading Policy and Procedures

1 unchanged sentence

A copy of the Policy Regarding Insider Trading is filed as an exhibit to this annual report.

Code of Ethics

The Company has adopted a Code of Ethics that applies to its principal executive officer, principal financial officer, and principal accounting officer or controller or persons performing similar functions.

A copy is available on the Investors Relations section of Fifth District Savings Bank’s website at www.fifthdistrict.com.

Executive Compensation

Summary Compensation Table

The following information is furnished for the years ended December 31, 2024 and 2023 for our principal executive officer and the two most highly compensated executive officers (other than the principal executive officer) whose total compensation exceeded $100,000 for the fiscal year ended December 31, 2024.

These individuals are sometimes referred to in this annual repost as the “named executive officers.”

Incentive Plan

Name and Principal Position

Bonus ($) (1)

Compensation ($)

Compensation ($) (2)

President and Chief Executive Officer

Senior Vice President of Administration and Operations

Vice President and Chief Financial Officer

Represents a discretionary Christmas bonus.

(2) The compensation for 2024 disclosed in the “All Other Compensation” column consists of the following:

Total All Other

Allowance ($)

Allocation ($)

Contributions ($)

Compensation ($)

Employment Agreements.

Fifth District has entered into employment agreements with Mr.

North and Mss.

Lyons and Burns.

The employment agreements became effective on July 31, 2024.

The initial term of the employment agreement with Mr.

North began as of the effective date and ends on the third anniversary of that date.

The initial term of the employment agreements with Mss.

Lyons and Burns began as of the effective date and ends on the second

anniversary of that date.

Commencing on the first anniversary of the effective date of each agreement and on each anniversary date thereafter, the term of the agreement will extend automatically for one additional year, so that the remaining term is again three years (in the case of Mr.

North) or two years (in the case of Mss.

Lyons and Burns), unless either Fifth District or the executive give notice to the other party of non-renewal.

If either party provides the other with notice of non-renewal, the term will become fixed and will expire at the end of the current term.

Notwithstanding the foregoing, in the event Fifth District Bancorp or Fifth District enters a transaction that would constitute a change in control, as defined under the employment agreements, the term of the agreements would automatically extend so that they would expire no less than three years (in the case of Mr.

North) or two years (in the case of Mss.

Lyons and Burns) following the effective date of the change in control.

The employment agreements specify the base salaries of Mr.

North and Mss.

Lyons and Burns, which are currently $342,450, $217,500 and $160,650, respectively.

The Board of Directors or the Compensation Committee of the Board of Directors of Fifth District may increase, but not decrease, the executives’ base salaries.

In addition to base salary, the agreements provide that each executive will participate in any bonus plan or arrangement of Fifth District in which senior management is eligible to participate and/or may receive a bonus on a discretionary basis, as determined by the Board of Directors or the Compensation Committee of the Board of Directors.

Each executive is also entitled to participate in all employee benefit plans, arrangements and perquisites offered to employees and officers of Fifth District and the reimbursement of reasonable travel and other business expenses incurred in the performance of the executive’s duties for Fifth District.

Fifth District may terminate the executives’ employment with or without cause (as defined in the employment agreement), or the executives may resign from their employment, at any time with or without good reason (as defined in the employment agreement).

Under each of the employment agreements, in the event Fifth District terminates the executive’s employment without cause or the executive voluntary resigns for good reason (i.e., a “qualifying termination event”), Fifth District will pay the executive a severance payment equal to the greater of (i) the remaining base salary plus the total annual bonus opportunity (based on the highest annual bonus earned during the three most recent calendar years before the executive’s date of termination) the executive would have received during the remaining term of the employment agreement, or (ii) two times the sum of the executive’s base salary plus the average annual incentive bonus paid to the executive for the three most recently completed calendar years before the date of termination.

In addition, the executive will be reimbursed for their monthly COBRA premium payments for up to 18 months.

If a qualifying termination event occurs at or within two years following a change in control of Fifth District Bancorp or Fifth District, the executives would be entitled to a severance payment under the employment agreements (in lieu of the payments and benefits described in the previous paragraph) equal to three times (in the case of Mr.

North) or two times (in the case of Mss.

Lyons and Burns) the sum of (i) the executive’s base salary in effect as of the date of termination (or during the three preceding years, if higher), plus (ii) the average annual total incentive bonus earned by the executive for the three most recently completed calendar years before the change in control (or, if greater, the annual total incentive bonus that would have been earned in the year of the change in control at target bonus opportunity).

In addition, the executives would receive a lump sum payment equal to the value of 18 months’ health care cost (based on COBRA premium payments).

The employment agreements terminate upon the executives’ death or disability.

Upon termination of employment (other than a termination in connection with a change in control), the executives will be required to adhere to one-year non-solicitation restrictions set forth in the employment agreements.

The non-solicitation covenants also apply following a change in control for a period mutually to be agreed to by the parties, which will be no less than six months nor exceed two years.

In the event payments and benefits provided to the executive become subject to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), and after considering the value of the non-solicitation covenants, the payments will be reduced if the reduction would leave the executive financially better off on an after-tax basis than if the executive received the entire payment and was obligated to pay the excise tax under Section 4999 of the Code.

Executive Salary Continuation Agreements.

Fifth District has entered into Executive Salary Continuation Agreements (“SCAs”) with each of the named executive officers.

Under the SCAs, upon separation from service on or

after attaining age 65 (other than for cause), Fifth District will pay an annual retirement benefit of $171,216 for Mr.

North, $108,744 for Ms.

Lyons and $80,316 for Ms.

Burns, payable in equal monthly installments over fifteen years.

If the executive involuntarily separates from service before attaining age 65, other than for cause, Fifth District will pay the executive a benefit equal to the normal retirement benefit ($162,432 for Mr.

North and $75,000 for each of Mss.

Lyons and Burns) multiplied by a fraction, the numerator of which is the number of calendar months of participation under the SCA and the denominator of which is the total number of months between the executive’s initial participation in the SCA and the executive’s 65 th birthday.

The reduced annual benefit is payable in equal monthly installments over fifteen years.

If the executive voluntarily terminates employment before attaining age 65, other than due to disability or in connection with a change in control, or if the executive’s employment is involuntarily terminated for cause, the executive will not be entitled to any benefits under the SCA.

If the executive separates from service due to a disability before attaining age 65 or if the executive separates from service at any time following a change in control of Fifth District (as defined in the SCA), Fifth District will pay the executive the same benefits as if the executive separated from service after attaining age 65.

The benefit payments under the SCA will commence within 30 days of the executive’s separation from service.

If the executive dies while employed by Fifth District and before the commencement of benefit payments under the SCA, Fifth District will pay the executive’s beneficiary the same benefits as if the executive separated from service after attaining age 65.

Fifth District will pay the benefit in equal monthly installments over fifteen years, commencing within 30 days of the date of death.

If the executive dies while receiving benefits under the SCA, Fifth District will continue to pay the benefits in the same amount and at the same time they would have been paid to the executive had the executive survived until Fifth District had made all payments under the SCA.

Non-Equity Incentive Plan.

Each year, the Board of Directors of Fifth District may award, at its discretion, an individual bonus to certain key senior officers who are responsible for the financial and operational success of Fifth District.

By December 31 of each year, the President of Fifth District determines the size of the bonus pool for the next fiscal year and identifies the officers who are eligible for an individual bonus.

The Board of Directors of Fifth District determines whether the President will be eligible for an individual bonus.

The Board of Directors of Fifth District establishes performance criteria for the President not later than January 31.

The President establishes performance criteria for the remaining eligible officers not later than January 31.

At year end, each eligible officer’s performance is evaluated against the performance criteria.

Awards, if earned, are paid in February for the prior year’s performance.

Fifth District maintains the Fifth District Savings Bank 401(k) Plan, a tax-qualified defined contribution plan for eligible employees (the “401(k) Plan”).

The named executive officers are eligible to participate in the 401(k) Plan on the same terms as other eligible employees of Fifth District.

Under the 401(k) Plan, a participant may elect to defer, on a pre-tax basis, up to 100% of their eligible compensation.

In addition to salary deferral contributions, Fifth District currently makes a 10% profit sharing contribution on a quarterly basis.

A participant is immediately 100% vested in his or her salary deferral contributions and becomes vested in employer contributions at the rate of 20% per year after two years of service, so that the participant will be 100% vested after completing six years of service.

Employee Stock Ownership Plan.

Fifth District has adopted an employee stock ownership plan for eligible employees.

The named executive officers are eligible to participate in the employee stock ownership plan on the same terms as other eligible employees of Fifth District.

The trustee holds the shares purchased by the employee stock ownership plan in an unallocated suspense account, and shares will be released from the suspense account on a pro-rata basis as the trustee repays the loan.

The trustee will allocate the shares released among participants’ accounts based on each participant’s proportional share of

compensation relative to all participants.

A participant will vest in his or her account balance based on his or her years of service with Fifth District, at the rate of 20% per year after two years of service, so that the participant will be 100% vested after completing six years of service.

Directors’ Compensation

The following table sets forth for the year ended December 31, 2024, certain information as to the total renumeration paid to our non-employee directors.

The renumeration paid to each employee director is disclosed in the Summary Compensation Table appearing above.

Fees Earned or Paid

Compensation ($)

Nolan, Chairman

(1) Represents consulting fees.

For the year ended December 31, 2024, each non-employee director of Fifth District Bancorp received a monthly fee of $3,105 and each employee director received a monthly fee of $0.

Each director of Fifth District Bancorp also serves as a director of Fifth District.

The directors receive director fees only in their capacity as directors of Fifth District.

Policies and Practices Related to the Grant of Certain Equity Awards

While the Company does not have formal policy or obligation that requires it to grant or award equity-based compensation on specific date, the Compensation Committee and the Board have a historical practice of not granting stock options to executive officers during closed quarterly trading windows as determined under the Company’s insider trading policy.

Consequently, the Company has not granted, and does not expect to grant, any stock options to any named executive officers within four business days preceding the filing with the SEC of any report on Forms 10-K, 10-Q or 8-K that discloses material non-public information.

The Compensation Committee and the Board do not take material non-public information into account when determining the timing of equity awards and do not time the disclosure of material non-public information in order to impact the value of executive compensation.

The Company did not grant any stock options to its executive officers, including the named executive officers, during the year ended December 31, 2024.

The information contained in the sections captioned “Executive Compensation” and “Directors’ Compensation” of the 2026 Proxy Statement is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Securities Authorized for Issuance Under Stock-Based Compensation Plans

The following information is presented as of December 31, 2025, for the Fifth District Bancorp, Inc.

2025 Equity Incentive Plan:

Number of securities

Number of securities to be

remaining available for

issued upon exercise of

Weighted-average exercise

future issuance under

outstanding options,

price of outstanding

equity compensation

warrants and rights

options, warrants and

plans (excluding securities

Plan Category

rights (Column B)

reflected in Column A

Equity compensation plans approved by stockholders

Equity compensation plans not approved by stockholders

Securities Ownership of Certain Beneficial Owners and Management

Persons and groups who beneficially own in excess of five percent of the Company’s common stock are required to file certain reports with the Securities and Exchange Commission (the “SEC”) regarding such ownership.

The following table sets forth, as of March 21, 2025, the shares of common stock beneficially owned by the Company’s named executive officers and directors individually, by executive officers and directors as a group, and by each person or group known by us to beneficially own in excess of five percent of the Company’s outstanding common stock.

Percent of Shares of Common

Name and Address of Beneficial Owner

Number of Shares Owned

Stock Outstanding (1)

Greater Than Five Percent Stockholders:

Fifth District Savings Bank Employee Stock Ownership Plan

4000 General DeGaulle Drive

New Orleans, LA 70114

FJ Capital Management, LLC Financial Opportunity Fund LLC Martin Friedman 7901 Jones Branch Drive, Suite 210 McLean, VA 22102

Lyons, Senior Vice President of Administration and Operations

North, President and Chief Executive Officer

Executive Officers Who are not Directors:

Burns, Vice President and Chief Financial Officer

Gervais, Vice President of Lending

Roe, Vice President and Corporate Secretary

All directors and executive officers as a group (10 persons)

Less than 1%.

Based on 5,559,473 shares outstanding at March 21, 2025.

Based on a Schedule 13G filed with the SEC on November 14, 2024.

Based on a Schedule 13G/A filed with the SEC on February 7, 2025.

The business address of each director and each executive officer is 4000 General DeGaulle Drive, New Orleans, Louisiana 70114.

Includes 3,600 shares held in an IRA, 14,000 shares held in Mr.

Lambert’s spouse in her IRA and 6,000 shares held by Mr.

Lambert’s spouse.

Includes 450 shares held as custodian for a child and 1,380 shares held in the ESOP.

Includes 35,000 shares held in the 401(k) plan, 15,000 shares held by Mr.

North’s spouse and 1,669 shares held in the ESOP.

Includes 25,000 shares held by Mr.

Rittiner’s spouse.

Includes 20,000 shares held in an IR, 5,000 shares held by Ms.

Sin’s spouse in his IRA and 150 shares held by a corporation.

Includes 25,000 shares held in the 401(k) plan and 1,189 shares held in the ESOP.

Includes 25,000 shares held in the 401(k) plan and 834 shares held in the ESOP.

Includes 25,000 shres held in the 401(k) plan and 563 shares held in the ESOP.

Securities Authorized for Issuance Under Equity Compensation Plans

As of December 31, 2024, the Company did not have any compensation plans (other than Fifth District’s employee stock ownership plan) under which its equity securities are authorized for issuance.

The information contained in the section captioned “Stock Ownership” of the 2026 Proxy Statement is incorporated herein by reference.

Changes in Control

Management of the Company knows of no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a later date result in a change in control of the Company.

Certain Relationships and Related Transactions, and Director Independence

Transactions With Certain Related Persons

Loans and Extensions of Credit.

Federal law generally prohibits publicly traded companies from making loans and extensions of credit to their executive officers and directors, but it contains a specific exemption from such prohibition for loans made by federally-insured financial institutions, such as Fifth District, to their executive officers and directors in compliance with federal banking regulations.

Federal regulations permit executive officers and directors to receive the same terms that are widely available to other employees as long as the director or executive officer is not given preferential treatment compared to the other participating employees.

All loans made to our executive officers and directors that were outstanding at December 31, 2024, were made in the ordinary course of business and on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons unrelated to Fifth District, did not involve more than the normal risk of collectability or present other unfavorable features, were performing according to their original repayment terms at December 31, 2024, and were made in compliance with federal banking regulations.

Other Transactions.

Nolan and Fifth District have a consulting arrangement under which he provides consulting services to Fifth District in the areas of customer relations, bank operations and employee matters, among others.

He received $37,260 and $31,200 in consulting fees for the years ended December 31, 2024 and 2023, respectively.

Greg Abry serves as an independent contractor for Fifth District performing inspections on new home constructions financed by Fifth District.

For the years ended December 31, 2024 and 2023, he received $17,600 and $16,000, respectively, in inspection fees.

Lambert and his spouse are 50%-owners of a company that had leased office space to Fifth District for six months each year during hurricane season to serve as a disaster recovery resource.

The leasing company received $9,600 in lease income from Fifth District for the year ended December 31, 2023.

The leasing company did not receive any lease income from Fifth District for the year ended December 31, 2024.

Fifth District has terminated this lease.

For each of the above arrangements, the amounts paid by Fifth District were in the ordinary course of business and on substantially the same terms and conditions as for unrelated third parties.

Director Independence

Fifth District Bancorp has adopted the standards for “independence” for purposes of board and committee service as set forth in the listing standards of the Nasdaq Stock Market.

The Company’s board of directors has determined that each director of the Company is considered “independent” as defined in the listing standards of the Nasdaq Stock Market, except for Brian W.

North and Amie L.

Lyons who are not considered independent because they are employees of Fifth District Bancorp and Fifth District.

To our knowledge, there were no other transactions between us and any director or entity controlled by any director, which would interfere with the directors’ exercise of independent judgment in carrying out his responsibilities as a director.

The information required by this item is incorporated herein by reference to the section captioned “Other Information Relating to Directors and Executive Officers – Transactions with Certain Related Persons” and “Corporate Governance” of the 2026 Proxy Statement.

Principal Accountant Fees and Services

The fees billed to the Company and the Bank by Elliott Davis LLC for the years ended December 31, 2024 and 2023 are as follows:

Audit fees (1)

Audit-related fees (2)

Consists of fees for professional services rendered for the audit of the consolidated financial statements included in the Annual Report on Form 10-K, for the review of consolidated financial statements included in the Quarterly Reports on Form 10-Q and for services normally provided by the independent registered public accountant in connection with statutory and regulatory filings or engagements

Consists of fees for services associated with Securities and Exchange Commission registration statements or other documents filed in connection with securities offerings, including comfort letters, consents, and assistance with review of documents filed with the Securities and Exchange Commission

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Auditor

The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent registered public accounting firm.

In accordance with its charter, the Audit Committee approves, in advance, all audit and permissible non-audit services to be performed by the independent registered public accounting firm.

This approval process ensures that the independent registered public accounting firm does not provide any non-audit service to us prohibited by law or regulation.

During the year ended December 31, 2024, all audit-related fees, tax fees, and all other fees set forth in the table above were approved by the Audit Committee.

The information required by this item is incorporated herein by reference to the section captioned “Business Items to be Voted on by Stockholders – Item 2 – Ratification of Appointment of Independent Registered Public Accounting Firm” of the 2026 Proxy Statement.

Exhibits and Financial Statement Schedules

6 unchanged sentences

Form of Common Stock Certificate of Fifth District Bancorp, Inc.

(incorporated by reference to Exhibit 4 the Company’s Registration Statement on Form S-1, as amended (Commission File No.

(incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-1, as amended (Commission File No.

333-277776), as filed on March 8, 2024)

1 unchanged sentence

001-42198), as filed on July 31, 2024)

Employment Agreement between Fifth District Savings Bank and Brian W.

North (incorporated by reference to Exhibit 10.1 the Company’s Registration Statement on Form S-1, as amended (Commission File No.