Fifth District Bancorp, Inc. 10-Q

Item 1. Financial Statements FIFTH DISTRICT SAVINGS BANK Balance Sheets (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ 2024 2023 ​ ​ ​ (Unaudited) ​ (Audited) ​ Assets ​ ​ ​ ​ ​ ​ ​ Cash and Due from Banks ​ $ 4,465 ​ $ 4,587 ​ Interest-Bearing Deposits at Other Financial Institutions ​ 32,160 ​ 14,719 ​ Total Cash and Cash Equivalents ​ 36,625 ​ 19,306 ​ ​ ​ ​ ​ ​ ​ ​ ​ Investment Securities Available-for-Sale, at Fair Value ​ 53,774 ​ 67,901 ​ Restricted Stock ​ 888 ​ 881 ​ Loans Receivable, Net of Unearned Income ​ 368,102 ​ 367,840 ​ Allowance for Credit Losses ​ ( 2,699 ) ​ ( 2,802 ) ​ Loans Receivable, Net ​ 365,403 ​ 365,038 ​ Bank Owned Life Insurance ​ 10,415 ​ 10,332 ​ Premises and Equipment, Net ​ 12,654 ​ 12,475 ​ Accrued Interest Receivable ​ 1,922 ​ 1,757 ​ Real Estate Owned ​ 42 ​ 42 ​ Deferred Tax Asset, Net ​ 1,983 ​ 2,063 ​ Other Assets ​ 1,959 ​ 1,002 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Assets ​ $ 485,665 ​ $ 480,797 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities and Equity Capital ​ ​ ​ Liabilities ​ ​ ​ Deposits ​ ​ ​ Interest-Bearing ​ $ 399,589 ​ 389,207 ​ Noninterest-Bearing ​ 797 ​ 796 ​ Advances from Borrowers for Taxes, Insurance, and Repairs ​ 3,378 ​ 4,352 ​ Short-Term Federal Home Loan Bank Advances ​ — ​ 4,000 ​ Other Liabilities ​ 4,934 ​ 4,644 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Liabilities ​ 408,698 ​ 402,999 ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity Capital ​ ​ ​ Retained Earnings ​ 83,639 ​ 84,771 ​ Accumulated Other Comprehensive Loss ​ ( 6,672 ) ​ ( 6,973 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Equity Capital ​ 76,967 ​ 77,798 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Liabilities and Equity Capital ​ $ 485,665 ​ $ 480,797 ​ ​ The accompanying notes are an integral part of these financial statements. ​ 2 Table of Contents FIFTH DISTRICT SAVINGS BANK Statements of Operations (Unaudited) (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ March 31, ​ ​ ​ 2024 2023 ​ Interest and Dividend Income ​ ​ ​ ​ ​ ​ ​ Loans, Including Fees ​ $ 3,702 ​ $ 3,346 ​ Investment Securities ​ 396 ​ 416 ​ Other Interest-Earning Assets ​ 202 ​ 173 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Interest and Dividend Income ​ 4,300 ​ 3,935 ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest Expense ​ ​ ​ Deposits ​ 2,247 ​ 1,097 ​ Short-Term Federal Home Loan Bank Advances ​ 5 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Interest Expense ​ 2,252 ​ 1,097 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Interest Income ​ 2,048 ​ 2,838 ​ ​ ​ ​ ​ ​ ​ ​ ​ Recovery of Credit Losses on Loans ​ ( 100 ) ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Interest Income After Recovery of Credit Losses ​ 2,148 ​ 2,838 ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-Interest Income ​ ​ ​ Deposit Service Charges and Fees ​ 54 ​ 51 ​ ATM and Check Card Fees ​ 97 ​ 103 ​ Bank Owned Life Insurance ​ 83 ​ 61 ​ Loss on Investments Securities ​ ​ ( 1,144 ) ​ ​ — ​ Other ​ 13 ​ 14 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Non-Interest Income (Loss) ​ ( 897 ) ​ 229 ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-Interest Expense ​ ​ ​ Salaries and Employee Benefits ​ 1,564 ​ 1,520 ​ Occupancy and Equipment ​ 429 ​ 391 ​ Federal Deposit Insurance ​ 50 ​ 30 ​ Directors ​ 72 ​ 93 ​ Professional and Legal ​ 38 ​ 40 ​ Audit and Examination ​ 63 ​ 43 ​ Data Processing ​ 294 ​ 255 ​ Advertising ​ 28 ​ 69 ​ Other ​ 146 ​ 150 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Non-Interest Expense ​ 2,684 ​ 2,591 ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (Loss) Before Income Taxes ​ ( 1,433 ) ​ 476 ​ ​ ​ ​ ​ ​ ​ ​ ​ Provision (Benefit) for Income Taxes ​ ( 301 ) ​ 100 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) ​ $ ( 1,132 ) ​ $ 376 ​ ​ The accompanying notes are an integral part of these financial statements. ​ 3 Table of Contents FIFTH DISTRICT SAVINGS BANK Statements of Comprehensive Income (Loss) (Unaudited) (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ March 31, ​ ​ ​ 2024 2023 ​ Net Income (Loss) ​ $ ( 1,132 ) ​ $ 376 ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Comprehensive Income, Net of Tax ​ ​ ​ Unrealized Net Gains on Investment Securities Available-for-Sale Arising During the Period ​ 1,205 ​ 528 ​ ​ ​ ​ ​ ​ ​ ​ ​ Reclassification Adjustment for Net Losses Realized in Net Income, Net ​ ​ ( 904 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Other Comprehensive Income ​ 301 ​ 528 ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive Income (Loss) ​ $ ( 831 ) ​ $ 904 ​ ​ The accompanying notes are an integral part of these financial statements. ​ 4 Table of Contents FIFTH DISTRICT SAVINGS BANK Statements of Equity Capital (Unaudited) (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ Other ​ Total ​ ​ Retained ​ Comprehensive ​ Equity ​ Earnings Loss Capital Balance at December 31, 2022 ​ $ 83,974 ​ $ ( 7,905 ) ​ $ 76,069 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income ​ 376 ​ — ​ 376 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Comprehensive Income ​ — ​ 528 ​ 528 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at March 31, 2023 ​ $ 84,350 ​ $ ( 7,377 ) ​ $ 76,973 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2023 ​ $ 84,771 ​ $ ( 6,973 ) ​ $ 77,798 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Loss ​ ( 1,132 ) ​ — ​ ( 1,132 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Comprehensive Income ​ — ​ 301 ​ 301 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at March 31, 2024 ​ $ 83,639 ​ $ ( 6,672 ) ​ $ 76,967 ​ The accompanying notes are an integral part of these financial statements. ​ 5 Table of Contents FIFTH DISTRICT SAVINGS BANK Statements of Cash Flows (Unaudited) (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ March 31, ​ ​ 2024 2023 ​ Cash Flows from Operating Activities ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) ​ $ ( 1,132 ) ​ $ 376 ​ Adjustments to Reconcile Net Income (Loss) to Net ​ ​ ​ Cash Provided by (Used in) Operating Activities ​ ​ ​ Recovery of Credit Losses ​ ( 100 ) ​ — ​ Depreciation ​ 165 ​ 134 ​ Net Amortization of Deferred Loan Costs ​ 7 ​ 3 ​ Net Amortization on Investment Securities ​ 68 ​ 96 ​ Net Loss on Sale of Investment Securities ​ ​ 1,144 ​ ​ — ​ Federal Home Loan Bank Stock Dividend ​ ( 7 ) ​ ( 5 ) ​ Increase in Cash Surrender Value on Bank Owned Life Insurance ​ ( 83 ) ​ ( 61 ) ​ Changes in Operating Assets and Liabilities ​ ​ ​ Accrued Interest Receivable ​ ( 165 ) ​ 94 ​ Other Assets ​ ( 957 ) ​ ( 169 ) ​ Other Liabilities ​ 290 ​ 199 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Cash Provided by (Used in) Operating Activities ​ ( 770 ) ​ 667 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash Flows from Investing Activities ​ ​ ​ Proceeds from Sale or Maturities of Investment Securities ​ ​ ​ Available-for-Sale ​ 19,741 ​ 2,861 ​ Purchases of Investment Securities Available-for-Sale ​ ( 6,445 ) ​ ( 1,000 ) ​ Proceeds from Maturities of Certificates of Deposit at ​ ​ ​ Other Financial Institutions ​ — ​ 249 ​ Increase in Loans Receivable, Net ​ ( 272 ) ​ ( 5,773 ) ​ Purchases of Premises and Equipment ​ ( 344 ) ​ ( 684 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Cash Provided by (Used in) Investing Activities ​ 12,680 ​ ( 4,347 ) ​ ​ The accompanying notes are an integral part of these financial statements. ​ 6 Table of Contents FIFTH DISTRICT SAVINGS BANK Statements of Cash Flows (Continued) (Unaudited) (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ March 31, ​ ​ 2024 2023 ​ Cash Flows from Financing Activities ​ ​ ​ Increase in Deposits, Net ​ 10,383 ​ 5,715 ​ Federal Home Loan Bank Advances ​ ( 4,000 ) ​ — ​ Advances by Borrowers for Taxes, ​ ​ ​ Insurance, and Repairs ​ ( 974 ) ​ ( 1,473 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Cash Provided by Financing Activities ​ 5,409 ​ 4,242 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Increase in Cash and Cash Equivalents ​ 17,319 ​ 562 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and Cash Equivalents, Beginning of Year ​ 19,306 ​ 20,036 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and Cash Equivalents, End of Year ​ $ 36,625 ​ $ 20,598 ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental Disclosures of Cash Flow Information ​ ​ ​ Cash Paid During the Period for Interest ​ $ 2,135 ​ $ 898 ​ Cash Paid During the Period for Taxes ​ $ — ​ $ — ​ Market Value Adjustment for Unrealized Loss on ​ ​ ​ Investment Securities Available-for-Sale ​ $ 1,526 ​ $ 668 ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-Cash Investing and Financing Activities ​ ​ ​ Real Estate Owned Acquired Through Foreclosure ​ $ — ​ $ — ​ ​ The accompanying notes are an integral part of these financial statements. ​ ​ 7 Table of Contents FIFTH DISTRICT SAVINGS BANK Notes to Financial Statements Note 1. Summary of Significant Accounting Policies (Unaudited) Description of Business Fifth District Savings Bank (the Bank) is a federally-chartered mutual savings bank which attracts deposits from the general public and uses such deposits primarily to originate loans secured by first mortgages on owner-occupied, family residences. The Bank’s primary regulator is the Office of the Comptroller of the Currency (OCC). The Bank’s activities are provided to customers of the Bank by branch offices located in the greater New Orleans area; however, loan and deposit customers are found dispersed in a wider geographical area covering southeast Louisiana. The Bank operates as one reporting segment. The Bank has adopted a Plan of Conversion (the Plan) to convert from the mutual form of organization to the stock form of organization and establish a stock holding company, Fifth District Bancorp, Inc. (the Company), as the parent of the Bank. The Plan is subject to the approval of the Office of the Comptroller of the Currency and the Board of Governors of the Federal Reserve System, and must be approved by the affirmative vote of at least a majority of the total votes eligible to be cast by the Bank’s voting members at a meeting of members. The Company is being organized as a corporation under the laws of the State of Maryland, and, upon completion of the conversion, the Bank will convert to the stock form of ownership and issue all of its outstanding common stock to the Company. Pursuant to the Plan, the Bank will determine the total offering value and number of shares of common stock to be offered for sale by the Company based upon a valuation performed by an independent appraiser. The common stock will be priced at $ 10.00 per share. The Bank’s Board of Directors will adopt an employee stock ownership plan which will subscribe 8 % of the sum of the number of shares of common stock sold in the offering and contributed to a charitable foundation that the Bank will establish and fund in connection with the conversion. The costs of issuing the common stock will be deferred and deducted from the sales proceeds of the stock offering. If the conversion is unsuccessful, all deferred costs will be charged to operations. The Bank had $ 994,000 and $ 203,000 of deferred conversion costs as of March 31, 2024 and December 31, 2023, respectively, included in other assets on the balance sheets. The Bank incurred approximately $ 236,000 in deferred conversion costs subsequent to March 31, 2024 through the date the financial statements were available to be issued. Upon the completion of the conversion transaction, the Bank will establish a liquidation account in the amount of its retained earnings contained in the latest financial statements included in the final prospectus. The liquidation account will be maintained for the benefit of eligible depositors who maintain deposit accounts in the Bank at the time of the conversion. The conversion will be accounted for as a change in corporate form with the historic basis of the Bank’s assets, liabilities, and equity unchanged as a result. Basis of Presentation The accounting and reporting policies and practices of the Bank conform with accounting principles generally accepted in the United States of America (U.S. GAAP) and predominant practices within the banking industry. In the opinion of management, the accompanying unaudited financial statements include all adjustments considered necessary to present fairly the Bank’s financial position as of March 31, 2024, results of operations for the three months ended March 31, 2024 and 2023, and cash flows for the three months ended March 31, 2024 and 2023. All adjustments are normal and recurring nature and are the only adjustments included in the accompanying unaudited financial statements. Interim results are not necessarily indicative of results for a full year. 8 Table of Contents FIFTH DISTRICT SAVINGS BANK Notes to Financial Statements Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Material estimates that are particularly susceptible to significant change in the near-term relate to the valuation of the allowance for credit losses, deferred taxes, and fair value of financial instruments. The determination of the adequacy of the allowance for credit losses is based on estimates that are particularly susceptible to significant changes in the economic environment and market conditions. In connection with the determination of estimated losses on loans and unfunded commitments, management obtains independent appraisals for significant collateral. While management uses available information to recognize losses on loans, further reductions in the carrying amounts of loans may be necessary based on changes in local economic conditions. In addition, regulatory agencies, as an integral part of their examination processes, periodically review the estimated losses on loans and may have judgements that differ from management. As a result of such reviews, management may determine to adjust the allowance for credit losses. Because of these factors, it is reasonably possible that the estimated losses on loans may change materially in the near-term. However, the amount of the change that is reasonably possible cannot be estimated. Cash and Cash Equivalents For purposes of the statements of cash flows, cash and cash equivalents include cash on hand, cash items, amounts due from banks, and interest-bearing deposits at other financial institutions with an original maturity of 90 days or less, and federal funds sold. Generally, federal funds are sold for one-day periods. Cash and due from banks include bank deposit accounts aggregating approximately $ 26,169,000 and $ 8,934,000 in excess of the Federal Deposit Insurance Corporation limit of $ 250,000 per institution on March 31, 2024 and December 31, 2023, respectively. The Bank has not experienced any losses and does not believe that significant credit risk exists as a result of this practice. The Bank may be required to maintain cash reserves with the Federal Reserve Bank. The requirement is dependent upon the Bank’s cash on hand or noninterest-bearing balances. There was no reserve requirement as of March 31, 2024, and December 31, 2023. Investment Securities Debt securities classified as held-to-maturity are those debt securities the Bank has both the intent and ability to hold to maturity regardless of changes in market conditions, liquidity needs, or changes in general economic conditions. These securities are carried at cost, adjusted for amortization of premium and accretion of discounts. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities, identified as the call date as to premiums and maturity date as to discounts. The Bank held no held-to-maturity securities as of March 31, 2024, and December 31, 2023. Debt securities classified as available-for-sale are those debt securities that the Bank intends to hold for an indefinite period of time but not necessarily to maturity. Any decision to sell a security classified as available-for-sale would be based on various factors, including significant movement in interest rates, changes in the maturity mix of the Bank’s assets and liabilities, liquidity needs, regulatory capital considerations, and other similar factors. These securities are carried at estimated fair value by a third-party pricing service with any 9 Table of Contents FIFTH DISTRICT SAVINGS BANK Notes to Financial Statements unrealized gains or losses excluded from net income and reported in accumulated other comprehensive income (loss), which is reported as a separate component of equity capital, net of the related deferred tax effect. Debt securities that are classified as trading are acquired and held principally for the purpose of selling in the near term. These securities are carried at estimated fair value by a third-party pricing service with any unrealized gains or losses included in net income and reported in non-interest income in the statements of income. The Bank held no trading securities as of March 31, 2024 and December 31, 2023. Gains and losses realized on sales of debt securities, determined using the adjusted cost basis of the specific securities sold, are included in non-interest income in the statements of income. Dividend and interest income, including amortization of premium and accretion of discount arising at acquisition, from all categories of investment securities are included in interest income in the statements of operations. Restricted Stock Restricted stock is stock from the Federal Home Loan Bank (FHLB) and First National Bankers Bank (FNBB), which is restricted as to its marketability. Because no ready market exists for these investments and they have no quoted market value, the Bank’s investment in these stocks is carried at cost. A determination as to whether there has been an impairment of a restricted stock investment is performed on an annual basis and includes a review of the current financial condition of the issuer. Allowance for Credit Losses - Investment Securities Available-for-Sale For available-for-sale securities, management evaluates all investments in an unrealized loss position on a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. If the Bank has the intent to sell the security, the security is written down to fair value, and the entire loss is recorded in earnings. If either of the above criteria is not met, the Bank evaluates whether the decline in fair value is the result of credit losses or other factors. In making the assessment, the Bank may consider various factors including the extent to which fair value is less than amortized cost, performance on underlying collateral, downgrades in the ratings of the security by a rating agency, the failure of the issuer to make scheduled interest or principal payments, and adverse conditions specifically related to the security. If the assessment indicates that a credit loss exists, the present value of cash flows expected to be collected is compared to the amortized cost basis of the security and any excess is recorded as an allowance for credit loss, limited to the amount that the fair value is less than the amortized cost basis, recognized as a provision for credit loss in the statements of income. Any amount of noncredit related unrealized loss that has not been recorded through an allowance for credit loss is recognized in other comprehensive income. Changes in the allowance for credit loss are recorded as provision for (or recovery of) credit loss expense. Losses are charged against the allowance for credit loss when management believes an available-for-sale security is confirmed to be uncollectible or when either of the criteria regarding intent or requirement to sell is met. At March 31, 2024 and December 31, 2023, there was no allowance for credit loss related to the available-for-sale portfolio. Accrued interest receivable on available-for-sale securities totaled approximately $ 155,000 and $ 168,000 at March 31, 2024 and December 31, 2023, respectively, and was excluded from the estimate of credit losses. 10 Table of Contents FIFTH DISTRICT SAVINGS BANK Notes to Financial Statements Loans Receivable Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at amortized cost. Amortized cost is the principal balance outstanding, net of purchase premiums and discounts and deferred fees and costs. Accrued interest receivable related to loans totaled approximately $ 1,767,000 and $ 1,589,000 at March 31, 2024, and December 31, 2023, respectively, and was reported in accrued interest receivable on the balance sheets. Interest income is accrued on the unpaid principal balance as earned using the interest method over the life of the loan. Loan origination and commitment fees and certain direct loan origination costs are deferred and amortized as an adjustment to the related loan’s yield using the effective interest method over the contractual life of the loan. The accrual of interest is generally discontinued when a loan becomes 90 days past due, is not well collateralized and in the process of collection, or when management believes, after considering economic and business conditions and collection efforts, that the principal or interest will not be collectible in the normal course of business. Past due status is based on contractual terms of the loan. A loan is considered to be past due when a scheduled payment has not been received 30 days after the contractual due date. All accrued interest is reversed against interest income when a loan is placed on nonaccrual status. Interest received on such loans is accounted for using the cost-recovery method, until qualifying for return to accrual. Under the cost-recovery method, interest income is not recognized until the loan balance is reduced to zero. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current, there is a sustained period of repayment performance, and future payments are reasonably assured. Allowance for Credit Losses - Loans Receivable The allowance for credit losses 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. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate amounts previously charged-off and expected to be charged-off. Accrued interest receivable is excluded from the estimate of credit losses. The allowance for credit losses represents management’s estimate of lifetime credit losses in loans as of the balance sheet date. The allowance for credit losses is estimated by management using relevant available information, from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The Bank measures expected credit losses on a pooled basis when similar risk characteristics exist using the weighted-average remaining life method. The weighted-average remaining life method applies a loss rate to a given pool of loans over the estimated remaining life of the given pool, which is based on historical data. Loan losses are calculated using the weighted-average remaining life method due to the nature and limited complexity of the Bank’s loan portfolio. ​ 11 Table of Contents FIFTH DISTRICT SAVINGS BANK Notes to Financial Statements The Bank has identified and calculates the allowance for credit losses for each of the following portfolio segments: ​ Loan Pool Risk Characteristics One-to-Four Family Mortgages ​ This category consists of loans secured by residential real estate. The performance of these loans may be adversely affected by, among other factors, local residential real estate market conditions, the interest rate environment, and inflation. ​ ​ ​ Construction Loans ​ This category consists of loans to finance the ground-up construction and/or improvement of residential and vacant lot loans. The performance of construction loans is generally dependent upon the successful completion of improvements and/or land development for the end user. The successful completion of planned improvements and development may be adversely affected by changes in the estimated property value upon completion of construction, projected costs, and other conditions leading to project delays. ​ ​ ​ Home Equity Loans/ Lines of Credit ​ This category consists of loans secured by first and junior liens on residential real estate. The performance of these loans may be adversely affected by, among other factors, local residential real estate market conditions, the interest rate environment, and inflation. ​ ​ ​ Commercial Loans ​ This category consists of purchased business loans made to various practitioners and other professionals. These loans are often originally secured by blanket UCC-1 filings. When the loan is purchased, the Bank purchases 100 % of the loan and remits 97 % of the loan balance to the seller and the seller establishes a reserve deposit account with the Bank equal to 3 % of the loan balance. If a loan becomes delinquent, the Bank withdraws payment from the reserve deposit account. If a loan becomes 90 days delinquent, the seller typically replaces the delinquent loan with a performing loan of equal or greater balance (although this is not a contractual obligation of the seller). The performance of these loans may be adversely affected by among other factors, local and national market conditions, the interest rate environment and inflation. ​ ​ ​ Consumer Loans ​ This category consists of loans to individuals for household, family, and other personal use. The performance of these loans may be adversely affected by national and local economic conditions, inflation, and other factors affecting the borrower’s income available to service the debt. ​ Additionally, the allowance for credit losses calculation includes subjective adjustments for qualitative risk factors that are likely to cause estimated credit losses to differ from historical experience. These qualitative adjustments may increase or reduce reserve levels and include adjustments for lending management experience and risk tolerance, loan review and audit results, asset quality and portfolio trends, loan portfolio growth, industry concentrations, trends in underlying collateral, external factors, and economic conditions not already captured. The Bank estimates reasonable and supportable forecasts of expected credit losses and reverts to historical loss information for periods beyond the forecast period for the remaining life of the loan pool. Loans that do not share risk characteristics are evaluated on an individual basis. When the borrower is experiencing financial difficulty and repayment is expected to be provided through the operation or sale of the collateral, the expected credit losses are based on the fair value of collateral at the reporting date, adjusted for selling costs as appropriate. 12 Table of Contents FIFTH DISTRICT SAVINGS BANK Notes to Financial Statements Allowance for Credit Losses - Unfunded Commitments Financial instruments include off-balance sheet credit instruments, such as commitments to make loans issued to meet customer financing needs. The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for off-balance sheet loan commitments is represented by the contractual amount of those instruments. Such financial instruments are recorded when they are funded. The Bank records an allowance for credit losses on off-balance sheet credit exposures, unless the commitments to extend credit are unconditionally cancelable, through a charge to provision for unfunded commitments in the Bank’s statements of income. The allowance for credit losses on off-balance sheet credit exposures is estimated by loan segment at each balance sheet date under the current expected credit loss model using the same methodologies as portfolio loans, taking into consideration the likelihood that funding will occur as well as any third-party guarantees. The allowance for unfunded commitments is included in other liabilities on the Bank’s balance sheets. Bank Owned Life Insurance The Bank is the beneficiary of life insurance contracts purchased on the lives of certain officers of the Bank which are reported at their cash surrender value. At March 31, 2024, and December 31, 2023, life insurance contracts totaled approximately $ 10,415,000 and $ 10,332,000 , respectively. Appreciation in the cash surrender value amounted to approximately $ 83,000 and $ 61,000 for the three months ended March 31, 2024 and 2023, respectively. Appreciation in value of the insurance policies is included in bank owned life insurance within non-interest income in the statements of income. Premises and Equipment Premises and equipment are carried at cost, less accumulated depreciation. The Bank computes depreciation generally on the straight-line method based upon the estimated useful lives of the assets. Estimated useful lives for building and improvements range from 15 to 40 years , and for furniture and fixtures from 5 to 10 years . Major expenditures for property acquisitions and those expenditures which substantially increase useful lives are capitalized. Expenditures for maintenance, repairs, and minor replacements that do not significantly improve or extend the lives of the respective assets are charged to expense as incurred. When assets are retired or otherwise disposed of, their cost and related accumulated depreciation are removed from the respective accounts, and any gain or loss is reflected in other non-interest income or expense. Real Estate Owned Real estate acquired through, or in lieu of, loan foreclosure is initially recorded at fair value on the date of acquisition. Any write-downs at the time of acquisition are charged to the allowance for credit losses. Subsequent to acquisition, a valuation allowance is established, if necessary, to report these assets at the lower of (a) fair value minus estimated costs to sell or (b) cost. The ability of the Bank to recover the carrying value of real estate is based upon future sales of the real estate owned. The ability to effect such recovery is subject to market conditions and other factors, many of which are beyond the Bank’s control. Operating income of such properties, net of related expenses, and gains and losses on their disposition, are included in the statements of operations. The Bank had approximately $ 42,000 of real estate owned as of March 31, 2024, and December 31, 2023. 13 Table of Contents FIFTH DISTRICT SAVINGS BANK Notes to Financial Statements Income Taxes Deferred income tax assets and liabilities are determined using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the financial statement carrying amounts and the tax bases of the Bank’s assets and liabilities. Deferred income tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more-likely-than-not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. The evaluation of a tax position taken is considered by itself and not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the balance sheets, along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations. Accounting principles generally accepted in the United States of America provide accounting and disclosure guidance about positions taken by an entity in its tax returns that might be uncertain. The Bank believes that it has appropriate support for any tax positions taken, and management has determined that there are no uncertain tax positions that are material to the financial statements. The Bank recognized no interest and/or penalties in the statements of operations for the three months ended March 31, 2024 and 2023, nor any amount of interest and/or penalties payable that were recognized in the balance sheets as of March 31, 2024 and December 31, 2023, in relation to its income tax returns. Any penalties or interest would be recognized in income tax expense. The Bank is no longer subject to U.S. federal examinations for years prior to 2021. Comprehensive Income (Loss) Comprehensive income (loss) consists of net income and other comprehensive income (loss), net of applicable income taxes. Other comprehensive income includes unrealized gains and losses on available-for-sale securities and pension-related changes other than net periodic pension cost. Accumulated other comprehensive loss consists of the cumulative unrealized gains and losses on available-for-sale securities and the cumulative unrealized gain or loss for the funded status of the pension plan liability, net of tax. Revenue Recognition In the ordinary course of business, the Bank recognizes income from various revenue generating activities. Revenue from contracts with customers within the scope of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 606 is measured based on the consideration the Bank expects to be entitled to receive in exchange for those goods or services as the related performance obligation is satisfied. Some 14 Table of Contents FIFTH DISTRICT SAVINGS BANK Notes to Financial Statements obligations are satisfied at a point in time while others are satisfied over a period of time. A performance obligation is deemed to be satisfied when the control over goods or services is transferred to the customer. The majority of the Bank’s revenue is specifically excluded from the scope of ASC 606. Service charges on deposit accounts and ATM and check card fees are the most significant categories of revenue within the scope of ASC 606 and is included in non-interest income on the statements of operations. Service charges on deposit accounts include charges related to depository accounts under standard service agreements. Fees are generally recognized at a point in time as services are delivered to or consumed by the customer or as penalties are assessed. ATM and check card fees includes interchange fees from credit and debit cards processed through card association networks, annual fees, and other transaction and account management fees. Interchange rates are generally set by the credit card associations and based on purchase volumes and other factors. The Company records interchange fees as services are provided. Transaction and account management fees are recognized as services are provided, except for annual fees which are recognized over the applicable period. The costs of related loyalty rewards programs are netted against interchange revenue as a direct cost of the revenue generating activity. Non-Direct-Response Advertising The Bank expenses all advertising costs, except for direct-response advertising, as incurred. Advertising and promotional expenses totaled approximately $ 28,000 and $ 69,000 for the three months ended March 31. 2024 and 2023, respectively. In the event the Bank incurs expenses for material direct-response advertising, it will be amortized over the estimated benefit period. Direct-response advertising consists of advertising whose primary purpose is to elicit sales to customers who could be shown to have responded specifically to the advertising and results in probable future benefits. For the three months ended March 31, 2024, and 2023, the Bank did not incur any direct-response advertising costs. Recent Accounting Pronouncements - Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) . This ASU applies to contracts, hedging relationships and other transactions that reference London Inter-Bank Offered Rate (LIBOR) or other rate references expected to be discontinued because of reference rate reform and provides optional expedients and exceptions for applying U.S. GAAP if certain criteria are met. The updated guidance was originally effective upon issuance through December 31, 2022. In December 2022, the FASB issued ASU 2022-06 which deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. Management does not anticipate the guidance will have a material impact on the Bank’s financial statements. ​ In July 2023, the FASB issued ASU 2023-03 which included amendments to SEC Paragraphs in the Accounting Standards Codification pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022, EITF meeting, and Staff Accounting Bulletin Topic 6.B. The amendments were effective upon issuance. The Company does not expect these amendments to have a material effect on its financial statements. ​ In August 2023, the FASB issued ASU 2023-04, which included amendments to SEC Paragraphs in the Accounting Standards Codification pursuant to SEC Staff Accounting Bulletin No. 121. The amendments were effective upon issuance. The Company does not expect these amendments to have a material effect on its financial statements. ​ In December 2023, the FASB issued ASU 2023-09, which amended the Income Taxes topic in the Accounting Standards Codification 742 to improve the transparency of income tax disclosures. The amendments are effective 15 Table of Contents FIFTH DISTRICT SAVINGS BANK Notes to Financial Statements for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company does not expect these amendments to have a material effect on its financial statements. ​ Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. ​ ​ ​ Note 2. Investment Securities The amortized cost and estimated fair values of investment securities available-for-sale at March 31, 2024 and December 31, 2023 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 ​ ​ ​ ​ ​ Gross ​ Gross ​ Estimated ​ ​ Amortized ​ Unrealized ​ Unrealized ​ Fair March 31, 2024 Cost Gains Losses Value U.S. Government Agencies ​ $ 1,500 ​ $ — ​ $ ( 40 ) ​ $ 1,460 Mortgage-Backed Securities ​ 59,138 ​ 8 ​ ( 8,350 ) ​ 50,796 Collateralized Mortgage Obligations ​ 1,658 ​ — ​ ( 140 ) ​ 1,518 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ $ 62,296 ​ $ 8 ​ $ ( 8,530 ) ​ $ 53,774 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ ​ Gross ​ Gross ​ Estimated ​ ​ Amortized ​ Unrealized ​ Unrealized ​ Fair December 31, 2023 Cost Gains Losses Value U.S. Government Agencies ​ $ 1,000 ​ $ — ​ $ (34) ​ $ 966 Mortgage-Backed Securities ​ 74,072 ​ 15 ​ ( 8,759 ) ​ 65,328 Collateralized Mortgage Obligations ​ 1,733 ​ — ​ ( 126 ) ​ 1,607 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ $ 76,805 ​ $ 15 ​ $ ( 8,919 ) ​ $ 67,901 ​ The following tables show the gross unrealized losses and estimated fair value of investment securities available-for-sale for which an allowance for credit losses has not been recorded by category and length of time that securities have been in a continuous unrealized loss position at March 31, 2024, and December 31, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Securities ​ Securities ​ ​ ​ ​ ​ ​ ​ ​ With Losses Under ​ With Losses Over ​ ​ ​ ​ ​ ​ ​ ​ 12 Months ​ 12 Months ​ Total ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ Fair ​ Unrealized ​ Fair ​ Unrealized ​ Fair ​ Unrealized March 31, 2024 Value Loss Value Loss Value Loss U.S. Government Agencies ​ $ — ​ $ — ​ $ 1,460 ​ $ ( 40 ) ​ $ 1,460 ​ $ ( 40 ) Mortgage-Backed Securities ​ 5,253 ​ ( 33 ) ​ 42,991 ​ ( 8,317 ) ​ 48,244 ​ ( 8,350 ) Collateralized Mortgage Obligations ​ — ​ — ​ 1,518 ​ ( 140 ) ​ 1,518 ​ ( 140 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ $ 5,253 ​ $ ( 33 ) ​ $ 45,969 ​ $ ( 8,497 ) ​ $ 51,222 ​ $ ( 8,530 ) 16 Table of Contents FIFTH DISTRICT SAVINGS BANK Notes to Financial Statements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Securities ​ Securities ​ ​ ​ ​ ​ ​ ​ ​ With Losses Under ​ With Losses Over ​ ​ ​ ​ ​ ​ ​ ​ 12 Months ​ 12 Months ​ Total ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ Fair ​ Unrealized ​ Fair ​ Unrealized ​ Fair ​ Unrealized December 31, 2023 Value Loss Value Loss Value Loss U.S. Government Agencies ​ $ — ​ $ — ​ $ 966 ​ $ ( 34 ) ​ $ 966 ​ $ ( 34 ) Mortgage-Backed Securities ​ 498 ​ ( 2 ) ​ 63,384 ​ ( 8,757 ) ​ 63,882 ​ ( 8,759 ) Collateralized Mortgage Obligations ​ — ​ — ​ 1,607 ​ ( 126 ) ​ 1,607 ​ ( 126 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ $ 498 ​ $ ( 2 ) ​ $ 65,957 ​ $ ( 8,917 ) ​ $ 66,455 ​ $ ( 8,919 ) ​ At March 31, 2024, 63 of the Bank’s available-for-sale securities had unrealized losses totaling 14.3 % of the individual securities’ amortized cost basis and 13.7 % of the Bank’s total amortized cost basis of the investment securities portfolio. At March 31, 2024, 60 of the 63 securities had been in a continuous loss position for over 12 months. The unrealized losses of these securities are believed to be caused by interest rate increases and changing market conditions and the Bank does not intend to sell the securities, and it is not likely to be required to sell these securities prior to maturity. Management has determined that the declines in the fair value of these securities are not attributable to credit losses. All of the mortgage-backed securities and collateralized mortgage obligations in an unrealized loss position are issued or guaranteed by government-sponsored enterprises. No allowance for credit losses was recorded for available-for-sale securities at March 31, 2024, and December 31, 2023. The amortized cost and estimated fair value of securities classified as available-for-sale at March 31, 2024, by contractual maturity, are shown in the table below (in thousands). Securities are classified according to their contractual maturities without consideration of principal amortization, potential prepayments or call options. The expected maturity of a security may differ from its contractual maturity because of the exercise of call options and potential paydowns. Accordingly actual maturities may differ from contractual maturities. ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortized Fair ​ ​ Cost ​ Value Available-for-Sale ​ ​ Due in 1 Year or Less ​ $ — ​ $ — Due after 1 Year through 5 Years ​ 690 ​ 677 Due after 5 Years through 10 Years ​ — ​ — Due after 10 Years ​ 61,606 ​ 53,097 ​ ​ ​ ​ ​ ​ ​ Total ​ $ 62,296 ​ $ 53,774 ​ The bank sold $ 18,685,000 of securities available-for-sale and recorded a loss of $ 1,144,000 during the three months ended March 31, 2024. There were no sales of available-for-sale securities during the three months ended March 31, 2023. ​ 17 Table of Contents FIFTH DISTRICT SAVINGS BANK Notes to Financial Statements Note 3. Restricted Stock The following table shows the amount of restricted stock as of March 31, 2024, and December 31, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Federal Home Loan Bank ​ $ 538 ​ $ 531 First National Bankers Bank ​ 350 ​ 350 ​ ​ ​ ​ ​ ​ ​ Total ​ $ 888 ​ $ 881 ​ ​ Note 4. Loans Receivable and Allowance for Credit Losses Loans receivable at March 31, 2024, and December 31, 2023 are summarized as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 One-to-Four Family Mortgages ​ $ 336,406 ​ $ 337,056 Home Equity Loans / Lines of Credit ​ 8,004 ​ 8,550 Construction Loans ​ 8,847 ​ 8,128 Consumer Loans ​ 970 ​ 913 Commercial Loans ​ 13,078 ​ 12,403 ​ ​ ​ ​ ​ ​ ​ Total Loans Receivable ​ 367,305 ​ 367,050 ​ ​ ​ ​ ​ ​ ​ Allowance for Credit Losses ​ ( 2,699 ) ​ ( 2,802 ) Net Deferred Loan Costs ​ 797 ​ 790 ​ ​ ​ ​ ​ ​ ​ Total Loans Receivable, Net ​ $ 365,403 ​ $ 365,038 ​ ​ The following tables present an analysis of past-due loans as of March 31, 2024, and December 31, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans 90 Days or ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30-59 Days ​ 60-89 Days ​ More Past Due and ​ Nonaccrual ​ Current ​ Total Loans March 31, 2024 Past Due Past Due Still Accruing Loans Loans Receivable One-to-Four Family Mortgages ​ $ 5,476 ​ $ — ​ $ 422 ​ $ 212 ​ $ 330,296 ​ $ 336,406 Home Equity Loans / Lines of Credit ​ 56 ​ — ​ — ​ — ​ 7,948 ​ 8,004 Construction Loans ​ 207 ​ — ​ 119 ​ — ​ 8,521 ​ 8,847 Consumer Loans ​ — ​ — ​ — ​ — ​ 970 ​ 970 Commercial Loans ​ — ​ — ​ — ​ — ​ 13,078 ​ 13,078 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ $ 5,739 ​ $ — ​ $ 541 ​ $ 212 ​ $ 360,813 ​ $ 367,305 18 Table of Contents FIFTH DISTRICT SAVINGS BANK Notes to Financial Statements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans 90 Days or ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30-59 Days ​ 60-89 Days ​ More Past Due and ​ Nonaccrual ​ Current ​ Total Loans December 31, 2023 Past Due Past Due Still Accruing Loans Loans Receivable One-to-Four Family Mortgages ​ $ 2,655 ​ $ 1,524 ​ $ 950 ​ $ 153 ​ $ 331,774 ​ $ 337,056 Home Equity Loans / Lines of Credit ​ — ​ 4 ​ — ​ — ​ 8,546 ​ 8,550 Construction Loans ​ — ​ — ​ — ​ — ​ 8,128 ​ 8,128 Consumer Loans ​ 33 ​ — ​ — ​ — ​ 880 ​ 913 Commercial Loans ​ — ​ — ​ — ​ — ​ 12,403 ​ 12,403 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ $ 2,688 ​ $ 1,528 ​ $ 950 ​ $ 153 ​ $ 361,731 ​ $ 367,050 ​ Credit Quality Indicators The Bank uses the following criteria to assess risk ratings with respect to its loan portfolio, which are consistent with regulatory guidelines: Pass - Loans that comply in all material respects with the Bank’s loan policies that are adequately secured with conforming collateral and that are extended to borrowers with documented ability to safely cover their total debt service requirements. Special Mention - Includes loans that do not warrant adverse classification but do possess credit deficiencies or potential weaknesses that deserve close attention. Substandard - Includes loans that are inadequately protected by the collateral pledged or the current net worth and paying capacity of the borrower. Such loans have one or more weaknesses that jeopardize the liquidation of the debt and expose the Bank to loss if the weaknesses are not corrected. The Bank’s credit quality indicators are reviewed and updated annually. 19 Table of Contents FIFTH DISTRICT SAVINGS BANK Notes to Financial Statements The following table presents the Bank’s recorded investment in loans by credit quality indicator by year of origination as of March 31, 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Term Loans by Year of Origination ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ 2021 ​ 2020 ​ Prior ​ Revolving ​ Total One-to-Four Family Mortgages ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass $ 1,004 $ 13,272 $ 43,857 $ 60,026 $ 50,300 $ 165,465 $ — $ 333,924 Special Mention ​ — ​ — ​ ​ 949 ​ 774 ​ — ​ 547 ​ — ​ 2,270 Substandard ​ — ​ — ​ — ​ — ​ — ​ 212 ​ — ​ 212 Total One-to-Four Family Mortgages ​ $ 1,004 ​ $ 13,272 ​ $ 44,806 ​ $ 60,800 ​ $ 50,300 ​ $ 166,224 ​ $ — ​ $ 336,406 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current Period Gross Write-Offs ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Home Equity Loans/Lines of Credit ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ — ​ $ 67 ​ $ 177 ​ $ — ​ $ — ​ $ 581 ​ $ 7,080 ​ $ 7,905 Special Mention ​ — ​ — ​ — ​ — ​ — ​ — ​ 99 ​ 99 Substandard ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ — Total Home Equity Loans/Lines of Credit ​ $ — ​ $ 67 ​ $ 177 ​ $ — ​ $ — ​ $ 581 ​ $ 7,179 ​ $ 8,004 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current Period Gross Write-Offs ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 3 ​ $ 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Construction Loans ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 642 ​ $ 7,154 ​ $ 66 ​ $ 411 ​ $ 288 ​ $ 167 ​ $ — ​ $ 8,728 Special Mention ​ — ​ — ​ 119 ​ — ​ — ​ — ​ — ​ 119 Substandard ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ — Total Construction Loans ​ $ 642 ​ $ 7,154 ​ $ 185 ​ $ 411 ​ $ 288 ​ $ 167 ​ $ — ​ $ 8,847 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current Period Gross Write-Offs ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer Loans ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 150 ​ $ 319 ​ $ 68 ​ $ 36 ​ $ 47 ​ $ 350 ​ $ — ​ $ 970 Special Mention ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ — Substandard ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ — Total Consumer Loans ​ $ 150 ​ $ 319 ​ $ 68 ​ $ 36 ​ $ 47 ​ $ 350 ​ $ — ​ $ 970 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current Period Gross Write-Offs ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial Loans ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 1,319 ​ $ 7,215 ​ $ 4,436 ​ $ 108 ​ $ — ​ $ — ​ $ — ​ $ 13,078 Special Mention ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ — Substandard ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ — Total Commercial Loans ​ $ 1,319 ​ $ 7,215 ​ $ 4,436 ​ $ 108 ​ $ — ​ $ — ​ $ — ​ $ 13,078 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current Period Gross Write-Offs ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ 20 Table of Contents FIFTH DISTRICT SAVINGS BANK Notes to Financial Statements The following table presents the Bank’s recorded investment in loans by credit quality indicator as of December 31, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Term Loans by Year of Origination ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2022 ​ 2021 ​ 2020 ​ 2019 ​ Prior ​ Revolving ​ Total One-to-Four Family Mortgages ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass $ 12,000 $ 42,225 $ 60,557 $ 50,786 $ 28,836 $ 140,000 $ — $ 334,404 Special Mention ​ — ​ 1,073 ​ 779 ​ — ​ — ​ 647 ​ — ​ 2,499 Substandard ​ — ​ — ​ — ​ — ​ — ​ 153 ​ — ​ 153 Total One-to-Four Family Mortgages ​ $ 12,000 ​ $ 43,298 ​ $ 61,336 ​ $ 50,786 ​ $ 28,836 ​ $ 140,800 ​ $ — ​ $ 337,056 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current Period Gross Write-Offs ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Home Equity Loans/Lines of Credit ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 20 ​ $ 226 ​ $ — ​ $ — ​ $ 174 ​ $ 369 ​ $ 7,570 ​ $ 8,359 Special Mention ​ — ​ — ​ — ​ — ​ — ​ — ​ 191 ​ 191 Substandard ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ — Total Home Equity Loans/Lines of Credit ​ $ 20 ​ $ 226 ​ $ — ​ $ — ​ $ 174 ​ $ 369 ​ $ 7,761 ​ $ 8,550 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current Period Gross Write-Offs ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Construction Loans ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 4,987 ​ $ 2,189 ​ $ 414 ​ $ 366 ​ $ — ​ $ 172 ​ $ — ​ $ 8,128 Special Mention ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ — Substandard ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ — Total Construction Loans ​ $ 4,987 ​ $ 2,189 ​ $ 414 ​ $ 366 ​ $ — ​ $ 172 ​ $ — ​ $ 8,128 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current Period Gross Write-Offs ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer Loans ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 386 ​ $ 74 ​ $ 39 ​ $ 52 ​ $ 36 ​ $ 326 ​ $ — ​ $ 913 Special Mention ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ — Substandard ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ — Total Consumer Loans ​ $ 386 ​ $ 74 ​ $ 39 ​ $ 52 ​ $ 36 ​ $ 326 ​ $ — ​ $ 913 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current Period Gross Write-Offs ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial Loans ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 7,568 ​ $ 4,724 ​ $ — ​ $ — ​ $ — ​ $ 111 ​ $ — ​ $ 12,403 Special Mention ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ — Substandard ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ — Total Commercial Loans ​ $ 7,568 ​ $ 4,724 ​ $ — ​ $ — ​ $ — ​ $ 111 ​ $ — ​ $ 12,403 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current Period Gross Write-Offs ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ 21 Table of Contents FIFTH DISTRICT SAVINGS BANK Notes to Financial Statements Nonaccrual Loans The following table is a summary of the Bank’s nonaccrual loans by major categories for the period indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 ​ December 31, 2023 ​ ​ ​ Nonaccrual ​ Nonaccrual ​ Total ​ Nonaccrual ​ Nonaccrual ​ Total ​ ​ ​ Loans ​ Loans ​ ​ ​ ​ Loans ​ Loans ​ ​ ​ ​ ​ ​ with ​ with ​ ​ ​ ​ with ​ with ​ ​ ​ ​ ​ No an Nonaccrual ​ No an Nonaccrual ​ ​ Allowance ​ Allowance ​ Loans ​ Allowance ​ Allowance ​ Loans ​ One-to-Four Family Mortgages ​ $ 212 ​ $ — ​ $ 212 ​ $ 153 ​ $ — ​ $ 153 ​ Home Equity Loans/Lines of Credit ​ — ​ — ​ — ​ — ​ — ​ — ​ Construction Loans ​ — ​ — ​ — ​ — ​ — ​ — ​ Consumer Loans ​ — ​ — ​ — ​ — ​ — ​ — ​ Commercial Loans ​ — ​ — ​ — ​ — ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ $ 212 ​ $ — ​ $ 212 ​ $ 153 ​ $ — ​ $ 153 ​ ​ Interest accrued but not received for loans placed on nonaccrual status is reversed against interest income. Payments received while on nonaccrual status are applied to the principal balance of nonaccrual loans. The Bank does not recognize interest income while loans are on nonaccrual status. The following table represents the accrued interest receivables written off by reversing interest income during the three months ended March 31, 2024 and March 31, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended For the Three Months Ended ​ ​ March 31, 2024 March 31, 2023 One-to-Four Family Mortgages ​ $ — ​ $ — Home Equity Loans/Lines of Credit ​ — ​ — Construction Loans ​ — ​ — Consumer Loans ​ — ​ — Commercial Loans ​ — ​ — ​ ​ ​ ​ ​ ​ ​ Total ​ $ — ​ $ — ​ Collateral-Dependent Loans The Bank designates individually evaluated loans on nonaccrual status as collateral-dependent loans, as well as other loans that management of the Bank designates as having higher risk. Collateral-dependent loans are loans for which the repayment is expected to be provided substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty. These loans do not share common risk characteristics and are not included within the collectively evaluated loans for determining the allowance for credit losses. For collateral-dependent loans, the Bank has adopted the practical expedient to measure the allowance for credit losses based on the fair value of collateral. The allowance for credit losses is calculated on an individual loan basis based on the shortfall between the fair value of the loan’s collateral, which is adjusted for liquidation costs/discounts, and amortized cost. If the fair value of the collateral exceeds the amortized cost, no allowance is required. 22 Table of Contents FIFTH DISTRICT SAVINGS BANK Notes to Financial Statements The following table presents an analysis of collateral-dependent loans of the Bank as of March 31, 2024 and December 31, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential ​ ​ ​ ​ Business ​ ​ ​ ​ ​ ​ March 31, 2024 Properties Land Assets Other Total One-to-Four Family Mortgages ​ $ 212 ​ $ — ​ $ — ​ $ — ​ $ 212 Home Equity Loans/Lines of Credit ​ — ​ — ​ — ​ — ​ — Construction Loans ​ — ​ — ​ — ​ — ​ — Consumer Loans ​ — ​ — ​ — ​ — ​ — Commercial Loans ​ — ​ — ​ — ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ $ 212 ​ $ — ​ $ — ​ $ — ​ $ 212 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential ​ ​ ​ ​ Business ​ ​ ​ ​ ​ ​ December 31, 2023 Properties Land Assets Other Total One-to-Four Family Mortgages ​ $ 153 ​ $ — ​ $ — ​ $ — ​ $ 153 Home Equity Loans/Lines of Credit ​ — ​ — ​ — ​ — ​ — Construction Loans ​ — ​ — ​ — ​ — ​ — Consumer Loans ​ — ​ — ​ — ​ — ​ — Commercial Loans ​ — ​ — ​ — ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ $ 153 ​ $ — ​ $ — ​ $ — ​ $ 153 ​ Allowance for Credit Losses The decrease in the allowance for credit losses as of March 31, 2024 as compared to December 31, 2023 was driven by various factors, including the evolving economic outlook, values in the local real estate market, and low net charge-offs. The following table summarizes the activity related to the allowance for credit losses for the three months ended March 31, 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ One-to-Four ​ Home Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Family ​ Loans / Lines ​ Construction ​ Consumer ​ Commercial ​ ​ ​ ​ ​ ​ March 31, 2024 Mortgages of Credit Loans Loans Loans Unallocated Total Allowance for Credit Losses ​ ​ ​ ​ ​ ​ ​ Beginning Balance ​ $ 2,554 ​ $ 57 ​ $ 32 ​ $ 9 ​ $ 126 ​ $ 24 ​ $ 2,802 Recovery of Credit Loss ​ ( 100 ) ​ — ​ — ​ — ​ — ​ — ​ ( 100 ) Loans Charged-Off ​ — ​ ( 3 ) ​ — ​ — ​ — ​ — ​ ( 3 ) Recoveries Collected ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ending Balance ​ $ 2,454 ​ $ 54 ​ $ 32 ​ $ 9 ​ $ 126 ​ $ 24 ​ $ 2,699 ​ 23 Table of Contents FIFTH DISTRICT SAVINGS BANK Notes to Financial Statements The following table includes disclosures related to the allowance for loan losses for the three months ended March 31, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ One-to-Four ​ Home Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Family ​ Loans / Lines ​ Construction ​ Consumer ​ Commercial ​ ​ ​ ​ ​ ​ March 31, 2023 Mortgages of Credit Loans Loans Loans Unallocated Total Allowance for Credit Losses ​ ​ ​ ​ ​ ​ ​ Beginning Balance, Prior to Adoption of ASC 326 ​ $ 2,738 ​ $ 60 ​ $ 73 ​ $ — ​ $ 2 ​ $ 380 ​ $ 3,253 Recovery of Credit Loss ​ — ​ — ​ — ​ — ​ — ​ — ​ — Loans Charged-Off ​ — ​ — ​ — ​ — ​ — ​ — ​ — Recoveries Collected ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ending Balance ​ $ 2,738 ​ $ 60 ​ $ 73 ​ $ — ​ $ 2 ​ $ 380 ​ $ 3,253 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Modifications Made to Borrowers Experiencing Financial Difficulty The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon asset origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. The Bank uses a probability of default/loss given default model to determine the allowance for credit losses. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification. Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification. Occasionally, the Bank modifies loans by providing principal forgiveness on certain of its loans. When principal forgiveness is provided, the amortized cost basis of the asset is written off against the allowance for credit losses. The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses. In some cases, the Bank will modify a certain loan by providing multiple types of concessions. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted. Upon the Bank’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectable, the loan (or portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount. The Bank had no loans with modifications to borrowers experiencing financial difficulty as of March 31, 2024, and December 31, 2023. There were no modifications to borrower’s experiencing financial difficulty entered into during the three months ended March 31, 2024 and 2023 and no loans which had defaults during the three months ended March 31, 2024 and 2023 which have been modified due to the borrower experiencing financial difficulty. 24 Table of Contents FIFTH DISTRICT SAVINGS BANK Notes to Financial Statements Unfunded Commitments The Bank did not record an adjustment for unfunded commitments for the adoption of ASC 326. For the three months ended March 31, 2024 and 2023, provision for credit losses for unfunded commitments totaled approximately $- 0 -, respectively. At March 31, 2024 and December 31, 2023, the liability for credit losses on off-balance-sheet credit exposures included in other liabilities was approximately $ 125,000 . Related Party Loans In the normal course of business, loans are made to officers and directors of the Bank, as well as to their affiliates. Such loans are made in the ordinary course of business with substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons. They do not involve more than normal risk of collectability or present other unfavorable features. An analysis of the related party activity during the three months ended March 31, 2024 and 2023 is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ 2024 2023 Balance, Beginning of the Year ​ $ 546 ​ $ 579 New Loans ​ — ​ — Change in Related Parties, Net ​ — ​ — Repayments, Net ​ ( 9 ) ​ ( 8 ) ​ ​ ​ ​ ​ ​ ​ Balance, End of Year ​ $ 537 ​ $ 571 ​ Related Party Other The Bank generally requires an inspection of the property before disbursement of funds during the term of the construction loan and inspections are typically performed by one of the Bank’s directors. There is no revenue or expense recorded by the Bank related to those services as the customer pays these fees through their closing costs. ​ Note 5. Regulatory Matters The Bank is subject to various regulatory capital requirements administered by its primary federal regulator, the OCC. Failure to meet the minimum regulatory capital requirements can initiate certain mandatory, and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under the regulatory capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines involving quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items, as calculated under regulatory accounting practices. The Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of common equity Tier I capital, Tier I capital and total capital to risk-weighted assets and Tier I capital to average assets. The final rules implementing Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (Basel Ill rules) became fully effective for the Bank on January 1, 2019. Management believes, as of March 31, 2024 and December 31, 2023, that the Bank meets all capital adequacy requirements to which it is subject. ​ 25 Table of Contents FIFTH DISTRICT SAVINGS BANK Notes to Financial Statements As of March 31, 2024 and December 31, 2023, the most recent notification from the OCC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total ratios as disclosed in the table below. There are no conditions or events since the notification that management believes have changed the Bank’s prompt corrective action category. The Bank’s actual capital amounts and ratios as of March 31, 2024 and December 31, 2023 are also presented in the table below (dollar amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Required to Be Well- ​ ​ ​ ​ ​ ​ ​ Required for ​ Capitalized Under ​ ​ ​ ​ ​ ​ ​ Capital Adequacy ​ Prompt Corrective ​ ​ Actual ​ Purposes ​ Action Provisions ​ Amount Ratio Amount Ratio Amount Ratio March 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tier 1 Capital to Average Assets ​ $ 83,639 17.04 % $ 19,634 4.00 % $ 24,542 5.00 % Common Equity Tier 1 Capital to Risk-Weighted Assets ​ 83,639 33.95 ​ 11,086 4.50 ​ 16,013 6.50 ​ Tier 1 Capital to Risk-Weighted Assets ​ 83,639 33.95 ​ 14,782 6.00 ​ 19,709 8.00 ​ Total Capital to Risk-Weighted Assets ​ 86,463 35.09 ​ 19,712 8.00 ​ 24,640 10.00 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ Tier 1 Capital to Average Assets ​ $ 84,771 17.41 % $ 19,476 4.00 % $ 24,345 5.00 % Common Equity Tier 1 Capital to Risk-Weighted Assets ​ 84,771 34.15 ​ 11,170 4.50 ​ 16,135 6.50 ​ Tier 1 Capital to Risk-Weighted Assets ​ 84,771 34.15 ​ 14,894 6.00 ​ 19,859 8.00 ​ Total Capital to Risk-Weighted Assets ​ 87,698 35.33 ​ 19,858 8.00 ​ 24,823 10.00 ​ ​ ​ ​ Note 6. Comprehensive Income (Loss) The components of other comprehensive income (loss) and related tax effects are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ ​ 2024 2023 ​ Gross Unrealized Holding Gains on Investment Securities Available-for-Sale ​ $ 1,526 ​ $ 668 ​ Tax Effect: ​ ​ ​ ​ Current Year Tax Effect ​ ( 321 ) ​ ( 140 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net-of-Tax Amount ​ 1,205 ​ 528 ​ ​ ​ ​ ​ ​ ​ ​ ​ Reclassification Adjustment for Net Losses Realized in Net Income ​ ​ ( 1,144 ) ​ ​ — ​ Tax Effect: ​ ​ ​ ​ ​ ​ ​ Current Year Tax Effect ​ ​ 240 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Net-of-Tax Amount ​ ​ ( 904 ) ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Pension-Related Changes Other than Net Periodic Pension Cost ​ — ​ — ​ Tax Effect ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Net-of-Tax Amount ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ $ 301 ​ $ 528 ​ ​ ​ ​ 26 Table of Contents FIFTH DISTRICT SAVINGS BANK Notes to Financial Statements ​ Note 7. Financial Instruments with Off-Balance Sheet Risk In the normal course of business, the Bank is a party to financial instruments with off-balance sheet risk to meet the financing needs of its customers. These financial instruments include commitments to extend credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amounts recognized in the Bank’s balance sheets. The contract amounts of those instruments reflect the extent of the involvement the Bank has in particular classes of financial instruments. As of March 31, 2024 and December 31, 2023, the Bank had made various commitments to extend credit totaling approximately $ 23,000,000 and $ 24,000,000 , respectively. Of these commitments, approximately $ 7,160,000 and $ 9,368,000 are at variable rates as of March 31, 2024 and December 31, 2023, respectively. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being fully drawn upon, the total commitment amount disclosed above does not necessarily represent future cash requirements. The Bank evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if considered necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the customer. ​ Note 8. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an 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. To measure fair value, accounting guidance has established a hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. This hierarchy uses three levels of inputs to measure the fair value of assets and liabilities as follows: Level 1    Quoted prices for identical assets or liabilities in instruments traded in active markets that the entity has the ability to access as of the  measurement date. Level 2    Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in  markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3  Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would  use in pricing an asset or liability. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Assets and Liabilities Measured on a Recurring Basis The following describes the hierarchy designation, valuation methodology, and key inputs to measure fair value on a recurring basis for designated financial instruments: 27 Table of Contents FIFTH DISTRICT SAVINGS BANK Notes to Financial Statements Investment Securities Available-for-Sale Where available, fair value estimates for available-for-sale securities are based on quoted market prices in an active market (Level 1). If quoted market prices are not available, fair values are based on quoted market prices of securities with similar characteristics, quoted prices of identical securities in less active markets, discounted cash flow techniques or matrix pricing models (Level 2). In certain cases where Level 1 or Level 2 are not available, securities are classified as Level 3 of the hierarchy. The carrying amount of accrued interest on securities approximates its fair value. Assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 are summarized below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Fair Value Measurements ​ Estimated March 31, 2024 Level 1 Level 2 Level 3 Fair Value Investment Securities Available-for-Sale ​ ​ ​ ​ U.S. Government Agencies ​ $ — ​ $ 1,460 ​ $ — ​ $ 1,460 Mortgage-Backed Securities ​ — ​ 50,796 ​ — ​ 50,796 Collateralized Mortgage Obligations ​ — ​ 1,518 ​ — ​ 1,518 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ $ — ​ $ 53,774 ​ $ — ​ $ 53,774 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Fair Value Measurements ​ Estimated December 31, 2023 Level 1 Level 2 Level 3 Fair Value Investment Securities Available-for-Sale ​ ​ ​ ​ U.S. Government Agencies ​ $ — ​ $ 966 ​ $ — ​ $ 966 Mortgage-Backed Securities ​ — ​ 65,328 ​ — ​ 65,328 Collateralized Mortgage Obligations ​ — ​ 1,607 ​ — ​ 1,607 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ $ — ​ $ 67,901 ​ $ — ​ $ 67,901 ​ The Bank did no t record any liabilities at fair market value for which measurement of the fair value was made on a recurring basis at March 31, 2024 and December 31, 2023. There were no transfers into, out of, purchases, or sales of Level 3 securities during the three months ended March 31, 2024 and 2023. Assets and Liabilities Measured on a Non-Recurring Basis The following describes the hierarchy designation, valuation methodologies, and key inputs for those assets that are measured at fair value on a non-recurring basis: ​ 28 Table of Contents FIFTH DISTRICT SAVINGS BANK Notes to Financial Statements Collateral Dependent Loans For collateral dependent loans, fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy. Collateral dependent loans consist of one-to-four family mortgages secured by residential properties. The value of residential property collateral is determined based on appraisal by qualified licensed appraisers hired by the Bank. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Foreclosed Assets and Real Estate Owned Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired and classified at a Level 3 in the fair value hierarchy. These assets are subsequently accounted for at the lower of cost or fair value less estimated cost to sell. Fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. The following tables present the Bank’s assets and liabilities measured at fair value on a non-recurring basis at March 31, 2024 and December 31, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Fair Value Measurements ​ Estimated March 31, 2024 Level 1 Level 2 Level 3 Fair Value Assets ​ ​ ​ ​ Collateral Dependent Loans ​ $ — ​ $ — ​ $ 212 ​ $ 212 Real Estate Owned ​ — ​ — ​ 42 ​ 42 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ $ — ​ $ — ​ $ 254 ​ $ 254 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Fair Value Measurements ​ Estimated December 31, 2023 Level 1 Level 2 Level 3 Fair Value Assets ​ ​ ​ ​ Collateral Dependent Loans ​ $ — ​ $ — ​ $ 153 ​ $ 153 Real Estate Owned ​ — ​ — ​ 42 ​ 42 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ $ — ​ $ — ​ $ 195 ​ $ 195 ​ ​ 29 Table of Contents FIFTH DISTRICT SAVINGS BANK Notes to Financial Statements The following tables show significant unobservable inputs used in the fair value measurement of Level 3 assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Valuation ​ Unobservable ​ Range of ​ Weighted Average March 31, 2024 Technique Inputs Discount Discount Collateral Dependent Loans Third-party appraisals and discounted cash flows Collateral discounts and estimated costs to sell 6 % - 10 % ​ 6 % Real Estate Owned Third-party appraisals, sales contracts or brokered price options Collateral discounts and estimated costs to sell 6 % - 10 % ​ 6 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Valuation ​ Unobservable ​ Range of ​ Weighted Average December 31, 2023 Technique Inputs Discount Discount Collateral Dependent Loans Third-party appraisals and discounted cash flows Collateral discounts and estimated costs to sell 6 % - 10 % ​ 6 % Real Estate Owned Third-party appraisals, sales contracts or brokered price options Collateral discounts and estimated costs to sell 6 % - 10 % ​ 6 % ​ The following methods and assumptions were used by the Bank to estimate fair value of financial instruments. Cash and Cash Equivalents - Fair value approximates carrying value. Certificates of Deposit at Other Financial Institutions - Fair value approximates carrying value. Investment Securities Available-for-Sale - Fair value is obtained from an independent pricing service based on quoted market prices or quoted market prices of securities with similar characteristics, quoted prices of identical securities in less active markets, discounted cash flow techniques, or matrix pricing models. Restricted Stock - Consists of stock held as required by the respective institutions for membership and are carried at cost. While a fixed stock amount is required, the Federal Home Loan Bank stock requirement increases or decreases with the level of borrowing activity. Loans Receivable, Net – Fair value is estimated by discounting the future cash flows using the current rate at which similar loans would be made to borrowers with similar credit rating and for the same remaining maturity. The fair value of loans is measured using an exit price notion. Bank Owned Life Insurance - Fair value approximates carrying value. Deposits - For NOW, savings and certain money market fund accounts, fair value is equal to the amount payable on demand or carrying value. For time deposits, fair value is estimated using a discounted cash flow method. ​ 30 Table of Contents FIFTH DISTRICT SAVINGS BANK Notes to Financial Statements The carrying amount and estimated fair value of the Bank’s financial instruments are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying ​ Fair Value Measurements March 31, 2024 Value Level 1 Level 2 Level 3 Financial Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and Cash Equivalents ​ $ 36,625 ​ $ 36,625 ​ $ — ​ $ — Investment Securities Available-for-Sale ​ 53,774 ​ — ​ 53,774 ​ — Restricted Stock ​ 888 ​ — ​ — ​ 888 Loans Receivable, Net ​ 365,403 ​ — ​ — ​ 308,698 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financial Liabilities ​ ​ ​ ​ ​ ​ ​ ​ Deposits ​ 400,386 ​ — ​ — ​ 331,905 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying ​ Fair Value Measurements December 31, 2023 Value Level 1 Level 2 Level 3 Financial Assets ​ ​ ​ ​ Cash and Cash Equivalents ​ $ 19,306 ​ $ 19,306 ​ $ — ​ $ — Investment Securities Available-for-Sale ​ 67,901 ​ — ​ 67,901 ​ — Restricted Stock ​ 881 ​ — ​ — ​ 881 Loans Receivable, Net ​ 365,038 ​ — ​ — ​ 303,183 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financial Liabilities ​ ​ ​ ​ Deposits ​ 390,003 ​ — ​ — ​ 327,412 Short-Term Federal Home Loan Bank Advances ​ 4,000 ​ — ​ 4,000 ​ — ​ Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Bank’s entire holdings of a particular financial instrument. Fair value estimates may not be realizable in an immediate settlement of the instrument. In some instances, there are no quoted market prices for the Bank’s various financial instruments, in which case fair values may be based on estimates using the present value or other valuation techniques, or based on judgements regarding future expected loss experience, current economic conditions, risk characteristics of financial instruments, or other factors. Those techniques are significantly affected by assumptions used, including the discount rate and estimate of future cash flows. Subsequent changes in assumptions could significantly affect the estimates. ​ ​ ​ ​ Note 9. Subsequent Events In accordance with the subsequent events topic of the FASB ASC 855, the Bank evaluates events and transactions that occur after the balance sheets date for potential recognition in the financial statements. The effects of all subsequent events that provide additional evidence of conditions that existed at the balance sheets date are recognized in the financial statements as of March 31, 2024 and December 31, 2023. In preparing these financial statements, the Bank evaluated the events and transactions that occurred through the date the financial statements were available to be issued. Management has concluded that there are no additional events, other than disclosed above, which require disclosure. ​ ​ ​ 31 Table of Contents