Item 9A. Controls and Procedures
ITEM 9A. 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.
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.
ITEM 9B. Other Information
During the three months ended December 31, 2025, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of SEC Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement“ (as such term is defined in Item 408 of SEC Regulation S-K).
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ITEM 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspection s
Not applicable.
PART III
ITEM 10. 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
The Company has adopted a Policy Regarding Insider Trading governing the purchase, sale and/or other dispositions of the Company’s securities by its directors, officers and employees and by the Company itself. 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.
ITEM 11. Executive Compensation
The information contained in the sections captioned “Executive Compensation” and “Directors’ Compensation” of the 2026 Proxy Statement is incorporated herein by reference.
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ITEM 12. 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
(Column A)
rights (Column B)
reflected in Column A
Equity compensation plans approved by stockholders
194,580
$13.94
583,745
Equity compensation plans not approved by stockholders
N/A
N/A
N/A
Total
194,580
$13.94
583,745
Securities Ownership of Certain Beneficial Owners and Management
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.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
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.
ITEM 14. Principal Accountant Fees and Services
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.
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PART IV
ITEM 15. Exhibits and Financial Statement Schedules
3.1
Articles of Incorporation of Fifth District Bancorp, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-277776), as filed on March 8, 2024)
3.2
Bylaws of Fifth District Bancorp, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-277776), as filed on March 8, 2024)
4.1
Form of Common Stock Certificate of Fifth District Bancorp, Inc. (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)
4.2
Description of Registrant’s Securities (incorporated by reference to the Company’s Registration Statement on Form 8-A (Commission File No. 001-42198), as filed on July 31, 2024)
10.1
Employment Agreement between Fifth District Savings Bank and Amie L. Lyons (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-277776), as filed on March 8, 2024) †
10.2
Employment Agreement between Fifth District Savings Bank and Melissa C. Burns (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-277776), as filed on March 8, 2024) †
10.3
Second Amended and Restated Executive Salary Continuation Agreement between Fifth District Savings Bank and Amie L. Lyons (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-277776), as filed on March 8, 2024) †
10.4
Second Amended and Restated Executive Salary Continuation Agreement between Fifth District Savings Bank and Melissa C. Burns (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-277776), as filed on March 8, 2024) †
10.5
First Amendment to Second Amended and Restated Executive Salary Continuation Agreement between Fifth District Savings Bank and Melissa C. Burns (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (Commission File No. 001-42198), as filed on July 16, 2025) †
19
Policy Regarding Insider Trading (incorporated by reference to Exhibit 19 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (Commission File No. 001-42198), as filed on March 26, 2025)
21
Subsidiaries of Registrant
23.1
Consent of independent public account firm, EisnerAmper, LLP
23.2
Consent of independent public account firm, Elliot Davis.
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97
Fifth District Bancorp, Inc. Clawback Policy (incorporated by reference to Exhibit 97 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (Commission File No. 001-42198), as filed on March 26, 2025)
101
The following materials from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, formatted in inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements.
104
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).
†
Denotes a management contract or compensation plan or arrangement.
ITEM 16. Form 10-K Summary
Not applicable.
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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.
FIFTH DISTRICT BANCORP, INC.
Date: March 24, 2026
By:
/s/ Amie L. Lyons
Amie L. Lyons
President and Chief Executive Officer (Duly Authorized Representative)
Pursuant to the requirements of the Securities Exchange 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/ Amie L. Lyons
President, Chief Executive
March 24,2026
Amie L. Lyons
Officer and a Director (Principal Executive Officer)
/s/ Melissa C. Burns
Chief Financial Officer and
March 24, 2026
Melissa C. Burns
Treasurer (Principal Financial and Accounting Officer)
/s/ H. Greg Abry
Director
March 24, 2026
H. Greg Abry
/s/ Nolan P. Lambert
Director
March 24, 2026
Nolan P. Lambert
/s/ David C. Nolan
Director (Chairman of the Board)
March 24, 2026
David C. Nolan
/s/ Chris M. Rittiner
Director
March 24, 2026
Chris M. Rittiner
/s/ Linda A. Sins
Director
March 24, 2026
Linda A. Sins
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