What changed in this filing

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Item 1. Financial Statements

2025-05-13 compared with 2024-11-14 · 215 added, 234 removed, 629 unchanged (42% of the section changed)

3 unchanged sentences

(dollars in thousands, except per share amounts)

September 30,

Cash and Due from Banks

1 unchanged sentence

Total Cash and Cash Equivalents

Investment Securities Available-for-Sale, at Fair Value

Investment Securities Available-for-Sale, at Fair Value (amortized cost $ 103,260 and $ 101,712 respectively)

Restricted Stock

11 unchanged sentences

Advances from Borrowers for Taxes, Insurance, and Repairs

Short-Term Federal Home Loan Bank Advances

Other Liabilities

2 unchanged sentences

Preferred Stock - $ 0.01 Par Value;

1,000,000 Shares Authorized

1,000,000 Shares Authorized, None issued and Outstanding at March 31, 2025 and December 31, 2024

Common Stock - $ 0.01 Par Value;

20,000,000 Shares Authorized:

5,559,473 and - 0 - Shares Issued and Outstanding at September 30, 2024 and December 31, 2023, Respectively

5,559,473 Shares Issued and Outstanding at both March 31, 2025 and December 31, 2024

Additional Paid-In Capital

9 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Interest and Dividend Income

8 unchanged sentences

Recovery of Credit Losses on Loans

Recovery of Credit Losses on Unfunded Commitments

Total Recovery of Credit Losses

Net Interest Income After Recovery of Credit Losses

4 unchanged sentences

Loss on Investments Securities

Gain on Sale of Asset

Gain on Sale of Real Estate Owned

Total Non-Interest Income (Loss)

6 unchanged sentences

Data Processing

Charitable Contributions

Total Non-Interest Expense

Income (Loss) Before Income Taxes

Provision (Benefit) for Income Taxes

Income Tax Expense (Benefit)

Net Income (Loss)

Earnings (Losses) per Share - Basic and Diluted

Earnings per Share - Basic and Diluted

The accompanying notes are an integral part of these consolidated financial statements.

3 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Net Income (Loss)

Other Comprehensive Income (Loss)

Unrealized Gains (Losses) on Investment Securities Available-for-Sale Arising During the Period

Reclassification Adjustment for Net Losses Realized in Net Income (Loss)

Loss on Defined Benefit Pension Plan

Total Other Comprehensive Income (Loss)

Other Comprehensive Income

Unrealized Net Gain on Investment Securities Available-for-Sale Arising During the Period

Reclassification Adjustment for Net Losses Realized

Net Loss on Defined Benefit Pension Plan

Total Other Comprehensive Income

Comprehensive Income (Loss)

3 unchanged sentences

(in thousands)

Three months ended September 30, 2024 and September 30, 2023.

Comprehensive

Stockholders'

Income (Loss)

Balance at June 30, 2023

Other Comprehensive Loss

Balance at September 30, 2023

Balance at June 30, 2024

Other Comprehensive Income

Issuance of Common Stock, Net of Offering Expense

ESOP Shares Released for Allocation

Balance at September 30, 2024

Nine months ended September 30, 2024 and September 30, 2023

Comprehensive

Stockholders'

Income (Loss)

(in thousands)

Balance at December 31, 2023

Other Comprehensive Loss

Balance at September 30, 2023

Other Comprehensive Income

Balance at March 31, 2024

Balance at December 31, 2024

Other Comprehensive Income

Issuance of Common Stock, Net of Offering Expense

Issuance of Common Stock

ESOP Shares Released for Allocation

Balance at September 30, 2024

Balance at March 31, 2025

The balances as of December 31, 2024 and 2023 were audited .

The accompanying notes are an integral part of these consolidated financial statements.

2 unchanged sentences

(in thousands)

Nine Months Ended

September 30,

Three Months Ended

(in thousands)

Cash Flows from Operating Activities

3 unchanged sentences

Recovery of Credit Losses

Gain on Sale of Asset

Net Amortization of Deferred Loan Costs

Gain on Sale of Real Estate Owned

Net Amortization (Accretion) of Deferred Loan Costs

Net Amortization on Investment Securities

1 unchanged sentence

Federal Home Loan Bank Stock Dividend

Deferred Tax Expense

Increase in Cash Surrender Value on Bank Owned Life Insurance

8 unchanged sentences

Purchases of Investment Securities Available-for-Sale

Proceeds from Maturities of Certificates of Deposit at

Other Financial Institutions

Purchase of Federal Home Loan Bank Stock

Increase in Loans Receivable, Net

Proceeds from Sale of Premises and Equipment

Proceeds from Sale of Real Estate Owned

Purchases of Premises and Equipment

Net Cash Used in Investing Activities

Net Cash Provided by (Used in) Investing Activities

The accompanying notes are an integral part of these consolidated financial statements.

2 unchanged sentences

(in thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash Flows from Financing Activities

Decrease in Deposits, Net

Increase in Deposits, Net

Federal Home Loan Bank Advances

1 unchanged sentence

Insurance, and Repairs

Net proceeds from Issuance of Common Stock

Net Cash Provided by Financing Activities

5 unchanged sentences

Cash Paid During the Period for Taxes

Market Value Adjustment for Defined Benefit Pension Plan

Market Value Adjustment for Unrealized Loss on

Investment Securities Available-for-Sale

Non-Cash Investing and Financing Activities

22 unchanged sentences

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 Company’s financial position as of September 30, 2024 and December 31, 2023, results of operations for the three and nine months ended September 30, 2024 and 2023, and cash flows for the nine months ended September 30, 2024 and 2023.

All adjustments are normal and recurring nature and are the only adjustments included in the accompanying unaudited consolidated financial statements.

Interim results are not necessarily indicative of results for a full year.

The unaudited consolidated financial statements of the Company were prepared in accordance with instructions for Form 10-Q and Regulation S-X and do not include information or footnotes for a complete presentation of financial condition, results of operations, comprehensive income (loss), changes in stockholders’ equity and cash flows in conformity with U.S.

In the opinion of management, the unaudited consolidated financial statements include all adjustments considered necessary to present fairly the Company’s financial position.

The results of operations for the three months ended March 31, 2025 and 2024 are not necessarily indicative of the results which may be expected for the entire fiscal year.

These statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2024.

Principles of Consolidation

The consolidated financial statements as of and for the period ended September 30, 2024 include the amounts of Fifth District Bancorp and its wholly-owned subsidiary, Fifth District.

The consolidated financial statements as of and for the period ended March 31, 2025 include the amounts of Fifth District Bancorp and its wholly-owned subsidiary, Fifth District.

All intercompany transactions and balances have been eliminated.

The financial statements as of the and for the period ended September 30, 2023 represent the Bank only, as the conversion to stock form, including the formation of Fifth District Bancorp, was completed on July 31, 2024.

References herein to the “Company” for periods prior to the completion of the stock conversion should be deemed to refer to the “Bank”.

The financial statements for the period ended March 31, 2024 are those of the Bank only, as the conversion to stock form, including the formation of Fifth District Bancorp, was completed on July 31, 2024.

References herein

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated Financial Statements

to the “Company” for periods prior to the completion of the stock conversion should be deemed to refer to the “Bank”.

Use of Estimates

13 unchanged sentences

Generally, federal funds are sold for one-day periods.

Cash and due from banks include bank deposit accounts aggregating approximately $ 23,595,000 and $ 8,934,000 in excess of the Federal Deposit Insurance Corporation limit of $ 250,000 per insured account on September 30, 2024 and December 31, 2023, respectively.

Cash and due from banks include bank deposit accounts aggregating approximately $ 20,887,000 and $ 27,315,000 in excess of the Federal Deposit Insurance Corporation limit of $ 250,000 per insured account on March 31, 2025 and December 31, 2024, respectively.

The Company has not experienced any losses and does not believe that significant credit risk exists as a result of this practice.

1 unchanged sentence

The requirement is dependent upon the Company’s cash on hand or noninterest-bearing balances.

There was no reserve requirement as of September 30, 2024, and December 31, 2023.

There was no reserve requirement as of March 31, 2025, and December 31, 2024.

Investment Securities

2 unchanged sentences

Purchase premiums and discounts are recognized in interest income using the effective interest method over the terms of the securities, identified as the call date as to premiums and maturity date as to discounts.

The Company held no held-to-maturity securities as of September 30, 2024 or December 31, 2023.

The Company held no held-to-maturity securities as of March 31, 2025 or December 31, 2024.

Debt securities classified as available-for-sale are those debt securities that the Company 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 Company’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

Any decision to sell a security classified as available-

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated 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 stockholders’ equity, net of the related deferred tax effect.

for-sale would be based on various factors, including significant movement in interest rates, changes in the maturity mix of the Company’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 unrealized gains or losses excluded from net income and reported in accumulated other comprehensive income (loss), which is reported as a separate component of stockholders’ equity, 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 consolidated statements of operations.

The Company held no trading securities as of September 30, 2024 or December 31, 2023.

The Company held no trading securities as of March 31, 2025 or December 31, 2024.

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 operations.

6 unchanged sentences

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 Company has the intent to sell the security, the security is written down to fair value, and the entire loss is recorded in earnings.

If the Company has the intent to sell or is required 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 Company evaluates whether the decline in fair value is the result of credit losses or other factors.

4 unchanged sentences

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 September 30, 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 $ 337,000 and $ 168,000 at September 30, 2024 and December 31, 2023, respectively, and was excluded from the estimate of credit losses.

At March 31, 2025 and December 31, 2024, there was no allowance for credit loss related to the available-for-sale portfolio.

Accrued interest receivable on available-for-sale securities totaled approximately $ 407,000 and $ 348,000 at March 31, 2025 and December 31, 2024, respectively, and was excluded from the estimate of credit losses.

FIFTH DISTRICT BANCORP, INC.

3 unchanged sentences

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 $ 1,813,000 and $ 1,589,000 at September 30, 2024, and December 31, 2023, respectively, and was reported in accrued interest receivable on the balance sheets.

Accrued interest receivable related to loans totaled approximately $ 1,809,000 and $ 1,619,000 at March 31, 2025, and December 31, 2024, 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.

14 unchanged sentences

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.

Expected credit losses are measured 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 loan portfolio.

Expected credit losses are measured on a pooled basis when similar risk characteristics exist using the modified open pool method.

The modified open pool 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 modified open pool method due to the nature and limited complexity of the loan portfolio.

FIFTH DISTRICT BANCORP, INC.

13 unchanged sentences

Commercial Loans

This category consists of loans primarily secured by office and industrial buildings, warehouses, retail shopping facilities and various special purpose properties, including hotel and restaurants.

The performance of these loans may be adversely affected by, among other factors, conditions specific to the relevant industry, the real estate market for the property type and geographic region where the property of the borrower is located.

This category consists of loans to finance the ground-up construction and/or improvement of commercial properties.

The performance of these 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.

This category consists of purchased business loans made to various practitioners and other professionals.

4 unchanged sentences

The performance of these loans may be adversely affected by, among other factors, local and national market conditions, the interest rate environment and inflation.

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated Financial Statements

Consumer Loans

6 unchanged sentences

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 estimated selling costs, as appropriate.

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated Financial Statements

Allowance for Credit Losses - Unfunded Commitments

7 unchanged sentences

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 September 30, 2024, and December 31, 2023, life insurance contracts totaled approximately $ 10,603,000 and $ 10,332,000 , respectively.

Appreciation in the cash surrender value amounted to approximately $ 91,000 and $ 89,000 for the three months ended September 30, 2024 and 2023, respectively, and $ 271,000 and $ 237,000 for the nine months ended September 30, 2024 and 2023, respectively.

At March 31, 2025 and December 31, 2024, life insurance contracts totaled approximately $ 10,773,000 and $ 10,685,000 , respectively.

Appreciation in the cash surrender value amounted to approximately $ 88,000 and $ 83,000 for the three months ended March 31, 2025 and 2024, respectively.

Appreciation in value of the insurance policies is included in bank owned life insurance within non-interest income in the consolidated statements of operations.

3 unchanged sentences

Estimated useful lives for building and improvements range from 15 to 40 years, and for furniture and fixtures from 5 to 10 years.

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated Financial Statements

Major expenditures for property acquisitions and those expenditures which substantially increase useful lives are capitalized.

8 unchanged sentences

Operating income of such properties, net of related expenses, and gains and losses on their disposition, are included in the consolidated statements of operations.

The Company had $ 42,000 of real estate owned as of September 30, 2024, and December 31, 2023.

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated Financial Statements

The Company had $ 42,000 of real estate owned as of March 31, 2025 and December 31, 2024.

Deferred income tax assets and liabilities are determined using the liability (or balance sheet) method.

10 unchanged sentences

The Company 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 consolidated financial statements.

The Company recognized no interest and/or penalties in the consolidated statements of operations for the three months and nine months ended September 30, 2024 and 2023, nor any amount of interest and/or penalties payable that were recognized in the consolidated balance sheets as of September 30, 2024 and December 31, 2023, in relation to its income tax returns.

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated Financial Statements

The Company had no amount of interest and/or penalties recognized in the consolidated statements of operations for the three months ended March 31, 2025 and 2024, nor any amount of interest and/or penalties payable that were recognized in the consolidated balance sheets as of March 31, 2025 and December 31, 2024, 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.

The Company is no longer subject to U.S.

federal examinations for years prior to 2021.

5 unchanged sentences

Basic earnings (loss) per share (“EPS”) represents income available or loss attributable to common shareholders divided by the weighted average number of common shares outstanding during the period.

Unallocated common shares held by the ESOP are shown as a reduction in stockholders’ equity and are excluded from the weighted-

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated Financial Statements

average common shares outstanding for both basic and diluted earnings per share calculations until they are committed to be released.

The Company had no dilutive or potentially dilutive securities during the period ended September 30, 2024.

Unallocated common shares held by the ESOP are shown as a reduction in stockholders’ equity and are excluded from the weighted-average common shares outstanding for both basic and diluted earnings per share calculations until they are committed to be released.

The Company had no dilutive or potentially dilutive securities during the period ended March 31, 2025.

At and during the period ended March 31, 2024, the company did not have any common shares outstanding as its initial public offering of stock in connection with the Bank’s conversion from mutual to stock form of organization was completed on July 31, 2024.

Revenue Recognition

10 unchanged sentences

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.

Transaction and account management fees are recognized as services are provided,

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated Financial Statements

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.

1 unchanged sentence

The Company expenses all advertising costs, except for direct-response advertising, as incurred.

Advertising and promotional expenses totaled approximately $ 30,000 and $ 55,000 for the three months ended September 30, 2024 and 2023, respectively, and $ 107,000 and $ 197,000 for the nine months ended September 30, 2024 and 2023, respectively.

Advertising and promotional expenses totaled approximately $ 19,000 and $ 28,000 for the three months ended March 31, 2025 and 2024, respectively.

If the Company 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 and nine months ended September 30, 2024 and 2023, the Company did not incur any direct-response advertising costs.

For the three months ended March 31, 2025 and 2024, the Company did not incur any direct-response advertising costs.

Segment Reporting

The Company adopted Accounting Standards Update (ASU) 2023-07 “ Segment Reporting (Topic 280) - Improvement to Reportable Segment Disclosures ” on January 1, 2024.

The Company has determined that all of its banking divisions and subsidiaries meet the aggregation criteria of ASC 280, Segment Reporting , as its current operating model is structured whereby banking divisions and subsidiaries serve a similar base of clients utilizing a company-wide offering of similar products and services managed through similar processes and platforms that are collectively reviewed by the Company’s Chief Executive Officer, who has been identified as the chief operating decision maker (CODM).

The Company has a single operating segment and thus a single reporting segment.

The CODM regularly assesses performance of the aggregated single operating and reporting segment and decides how to allocate resources based on net income calculated on the same basis as is net income (loss) reported in the Company’s consolidated statements of operations.

The CODM is also regularly provided with expense information at a level consistent with that disclosed in the Company’s consolidated statements of operations.

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 Company’s consolidated financial statements.

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated Financial Statements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting- Improvements to Reportable Segment Disclosures .

This amendment is intended to improve disclosures about a public entity’s reportable segments and addresses requests from investors and other decision makers for additional, more detailed information about a reportable segment’s expenses.

The amendment applies to all public entities that are required to report segment information in accordance with Topic 280.

All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 31, 2024.

Early adoption is permitted.

The amendments are to be applied retrospectively to all periods presented and segment expense categories should be based on the categories identified at adoption.

The Company does not currently expect adoption of the amendment to have a material impact on its consolidated 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 for annual periods beginning after December 15, 2024.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , which amended the Income Taxes topic in the ASC 742 to improve the transparency of income tax disclosures.

The amendments are effective for annual periods beginning after December 15, 2024 and interim periods thereafter.

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 consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures , which requires the disaggregation of certain expenses in the notes to the consolidated financial statements, to provide enhanced transparency into the expense captions presented on the face of the consolidated statement of operations.

The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 31, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The amendments in this ASU may be applied either prospectively or retrospectively.

The Company does not expect these amendments to have a material effect on its consolidated 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 financial position, results of operations or cash flows.

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated Financial Statements

Investment Securities

The amortized cost and estimated fair values of investment securities available-for-sale at September 30, 2024 and December 31, 2023 are as follows (in thousands):

September 30, 2024

The amortized cost and estimated fair values of investment securities available-for-sale at March 31, 2025 and December 31, 2024 are as follows:

March 31, 2025

(in thousands)

Government Agencies

1 unchanged sentence

Collateralized Mortgage Obligations

December 31, 2023

Corporate Bonds

December 31, 2024

(in thousands)

Government Agencies

1 unchanged sentence

Collateralized Mortgage Obligations

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated Financial Statements

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 September 30, 2024, and December 31, 2023 (in thousands):

Corporate Bonds

March 31, 2025

With Losses Under

With Losses Over

September 30, 2024

(in thousands)

Government Agencies

1 unchanged sentence

Collateralized Mortgage Obligations

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated Financial Statements

December 31, 2024

With Losses Under

With Losses Over

December 31, 2023

(in thousands)

Government Agencies

1 unchanged sentence

Collateralized Mortgage Obligations

At September 30, 2024, 64 of the Company’s available-for-sale securities had unrealized losses totaling 10.1 % of the individual securities’ amortized cost basis and 6.3 % of the Company’s total amortized cost basis of the investment securities portfolio.

At September 30, 2024, 57 of these 64 securities had been in a continuous loss position for over 12 months.

At March 31, 2025, 76 of the Company’s available-for-sale securities had unrealized losses totaling 9.3 % of the individual securities’ amortized cost basis and 7.1 % of the Company’s total amortized cost basis of the investment securities portfolio.

At March 31, 2025, 57 of these 76 securities had been in a continuous loss position for over 12 months.

At December 31, 2024, 80 of the Company’s available-for-sale securities had unrealized losses totaling 9.9 % of the individual securities’ amortized cost basis and 8.7 % of the Company’s total amortized cost basis of the investment securities portfolio.

At December 31, 2024, 57 of the 80 securities had been in a continuous loss position over 12 months.

The unrealized losses of these securities are believed to be caused by interest rate increases and changing market conditions and the Company 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 September 30, 2024, and December 31, 2023.

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated Financial Statements

The amortized cost and estimated fair value of securities classified as available-for-sale at September 30, 2024, by contractual maturity, are shown in the table below (in thousands).

The Company’s securities in an unrealized loss position are issued by U.S.

government agencies or U.S.

government-sponsored enterprises.

These securities carry the implicit guarantee of the U.S.

government and have a long history of zero credit loss.

No allowance for credit losses was recorded for available-for-sale securities at March 31, 2025 or December 31, 2024.

The amortized cost and estimated fair value of securities classified as available-for-sale at March 31, 2025, 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.

1 unchanged sentence

Accordingly actual maturities may differ from contractual maturities.

(in thousands)

Available-for-Sale

3 unchanged sentences

Due after 10 Years

There were no sales of available-for-sale securities during the three months ended September 30, 2024 and 2023.

The Company sold $ 18,685,000 securities available-for-sale and recorded a loss of $ 1,144,000 during the nine months ended September 30, 2024 and there was no sales of available-for-sale securities during the nine months ended September 30, 2023.

There were no sales of available-for-sale securities during the three months ended March 31, 2025.

The Company sold $ 18,685,000 securities available-for-sale and recorded a loss of $ 1,144,000 during the three months ended March 31, 2024.

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated Financial Statements

Restricted Stock

The following table shows the amount of restricted stock as of September 30, 2024, and December 31, 2023 (in thousands):

The following table shows the amount of restricted stock as of March 31, 2025, and December 31, 2024:

(in thousands)

Federal Home Loan Bank

1 unchanged sentence

Loans Receivable and Allowance for Credit Losses

Loans receivable at September 30, 2024, and December 31, 2023 are summarized as follows (in thousands):

Loans receivable at March 31, 2025, and December 31, 2024 are summarized as follows:

(in thousands)

One-to-Four Family Mortgages

Home Equity Loans / Lines of Credit

Home Equity Lines of Credit

Construction Loans

5 unchanged sentences

Total Loans Receivable, Net

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated Financial Statements

The following tables present an analysis of past-due loans as of September 30, 2024, and December 31, 2023 (in thousands):

The following tables present an analysis of past-due loans as of March 31, 2025, and December 31, 2024:

March 31, 2025

Loans 90 Days or

More Past Due and

September 30, 2024

(in thousands)

Still Accruing

One-to-Four Family Mortgages

Home Equity Loans / Lines of Credit

Home Equity Lines of Credit

Construction Loans

1 unchanged sentence

Commercial Loans

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated Financial Statements

December 31, 2024

Loans 90 Days or

More Past Due and

December 31, 2023

(in thousands)

Still Accruing

One-to-Four Family Mortgages

Home Equity Loans / Lines of Credit

Home Equity Lines of Credit

Construction Loans

10 unchanged sentences

Notes to Consolidated Financial Statements

The following table presents the Company’s recorded investment in loans by credit quality indicator by year of origination as of September 30, 2024 (in thousands):

The following table presents the Company’s recorded investment in loans by credit quality indicator by year of origination as of March 31, 2025:

Term Loans by Year of Origination

(in thousands

One-to-Four Family Mortgages

2 unchanged sentences

Current Period Gross Write-Offs

Home Equity Loans/Lines of Credit

Home Equity Lines of Credit

Special Mention

Total Home Equity Loans/Lines of Credit

Total Home Equity Lines of Credit

Current Period Gross Write-Offs

13 unchanged sentences

Notes to Consolidated Financial Statements

The following table presents the Company’s recorded investment in loans by credit quality indicator as of December 31, 2023 (in thousands):

The following table presents the Company’s recorded investment in loans by credit quality indicator as of December 31, 2024:

Term Loans by Year of Origination

(in thousands)

One-to-Four Family Mortgages

2 unchanged sentences

Current Period Gross Write-Offs

Home Equity Loans/Lines of Credit

Home Equity Lines of Credit

Special Mention

Total Home Equity Loans/Lines of Credit

Total Home Equity Lines of Credit

Current Period Gross Write-Offs

14 unchanged sentences

Nonaccrual Loans

The following table is a summary of the Company’s nonaccrual loans by major categories at September 30, 2024 and December 31, 2023(in thousands):

September 30, 2024

The following table is a summary of the Company’s nonaccrual loans by major categories for the period indicated:

March 31, 2025

December 31, 2024

(in thousands)

One-to-Four Family Mortgages

Home Equity Loans/Lines of Credit

Home Equity Lines of Credit

Construction Loans

4 unchanged sentences

The Company 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 and nine months ended September 30, 2024 and 2023 (in thousands):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

The following table represents the accrued interest receivables written off by reversing interest income during the three months ended March 31, 2025 and 2024:

For the Three Months Ended March 31,

(in thousands)

One-to-Four Family Mortgages

Home Equity Loans/Lines of Credit

Home Equity Lines of Credit

Construction Loans

10 unchanged sentences

Notes to Consolidated Financial Statements

The following table presents an analysis of collateral-dependent loans of the Company as of September 30, 2024 and December 31, 2023 (in thousands):

September 30, 2024

The following table presents an analysis of collateral-dependent loans of the Company as of March 31, 2025 and December 31, 2024:

March 31, 2025

(in thousands)

One-to-Four Family Mortgages

Home Equity Loans/Lines of Credit

Home Equity Lines of Credit

Construction Loans

2 unchanged sentences

December 31, 2024

(in thousands)

One-to-Four Family Mortgages

Home Equity Loans/Lines of Credit

Home Equity Lines of Credit

Construction Loans

1 unchanged sentence

Commercial Loans

Allowance for Credit Losses

The decrease in the allowance for credit losses as of September 30, 2024 as compared to December 31, 2023 was driven by various factors, including the evolving economic outlook, values in the local real estate market, low net charge-offs, and refining our peer group selection to better align with peers whose loan portfolios reflect the composition of our own loan portfolio and the current local economic conditions.

Adjusting this component of our estimate has resulted in a reduced peer group loss rate and corresponding adjustments to our peer comparisons.

This change in accounting estimate was recognized prospectively.

In turn our CECL reserve percentage was decreased resulting in a $ 1.1 million reversal in our allowance for credit loss.

This adjustment was made in the second quarter of 2024.

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated Financial Statements

The following table summarizes the activity related to the allowance for credit losses for the three months ended September 30, 2024 and 2023 (in thousands):

Loans / Lines

Three Months Ended September 30, 2024

Allowance for Credit Losses

Beginning Balance

Recovery of Credit Loss

Loans Charged-Off

Recoveries Collected

Ending Balance

Three Months Ended September 30, 2023

Allowance for Credit Losses

Beginning Balance, Prior to Adoption of ASC 326

Recovery of Credit Loss

Loans Charged-Off

Recoveries Collected

Ending Balance

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated Financial Statements

The following table includes disclosures related to the allowance for loan losses for the nine months ended September 30, 2024 and 2023 (in thousands):

The following table summarizes the activity related to the allowance for credit losses for the three months ended March 31, 2025 and 2024 (in thousands):

Loans / Lines

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Allowance for Credit Losses

4 unchanged sentences

Ending Balance

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

Allowance for Credit Losses

21 unchanged sentences

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 Company had no loans with modifications to borrowers experiencing financial difficulty as of September 30, 2024, and December 31, 2023.

There were no modifications to borrower’s experiencing financial difficulty entered into during the three and nine months ended September 30, 2024 and 2023 and no loans which had defaults during the three and nine months ended September 30, 2024 and 2023 which have been modified due to the borrower experiencing financial difficulty.

The Company had no loans with modifications to borrowers experiencing financial difficulty as of March 31, 2025, and December 31, 2024.

There were no modifications to borrower’s experiencing financial difficulty entered into during the three months ended March 31, 2025 and 2024 and no loans which had defaults during the three months ended March 31, 2025 and 2024 which have been modified due to the borrower experiencing financial difficulty.

Unfunded Commitments

The Company did not record an adjustment for unfunded commitments for the adoption of ASC 326.

For the three and nine months ended September 30, 2024 and 2023, provision for credit losses for unfunded commitments totaled approximately ($ 110,000 ) and - 0 -, respectively.

At September 30, 2024 and December 31, 2023, the liability for credit losses on off-balance-sheet credit exposures included in other liabilities was $ 15,000 and $ 125,000 , respectively.

For the three month periods ended March 31, 2025 and 2024, provision for credit losses on unfunded commitments totaled $- 0 -.

At March 31, 2025 and December 31, 2024, the liability for credit losses on off-balance-sheet credit exposures included in other liabilities was $ 15,000 .

Related Party Loans

2 unchanged sentences

They do not involve more than normal risk of collectability or present other unfavorable features.

An analysis of the related party activity during the nine months ended September 30, 2024 and 2023 is as follows (in thousands):

September 30,

An analysis of the related party activity during the three months ended March 31, 2025 and 2024 is as follows:

(in thousands)

Balance, Beginning of the Year

5 unchanged sentences

There is no revenue or expense recorded by the Company related to those services as the customer pays these fees through their closing costs.

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

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated Financial Statements

Company’s consolidated financial statements.

Regulatory Matters

The Bank is subject to various regulatory capital requirements administered by its primary federal regulator, the OCC.

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 assets, liabilities, and certain off-balance-sheet items, as calculated under regulatory accounting practices.

3 unchanged sentences

banks (Basel Ill rules) became fully effective for the Company on January 1, 2019.

Management believes, as of September 30, 2024 and December 31, 2023, that the Company meets all capital adequacy requirements to which it is subject.

As of September 30, 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.

Management believes, as of March 31, 2025 and December 31, 2024, that the Company meets all capital adequacy requirements to which it is subject.

As of March 31, 2025 and December 31, 2024, 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 September 30, 2024 and December 31, 2023 are also presented in the table below (dollar amounts in thousands):

The Bank’s actual capital amounts and ratios as of March 31, 2025 and December 31, 2024 are also presented in the table below (dollar amounts in thousands):

Required to Be Well-

3 unchanged sentences

Action Provisions

September 30, 2024

March 31, 2025

Tier 1 Capital to Average Assets

7 unchanged sentences

Total Capital to Risk-Weighted Assets

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated Financial Statements

Financial Instruments with Off-Balance Sheet Risk

3 unchanged sentences

The contract amounts of those instruments reflect the extent of the involvement the Company has in particular classes of financial instruments.

As of September 30, 2024 and December 31, 2023, the Bank had made various commitments to extend credit totaling approximately $ 24,000,000 .

respectively.

Of these commitments,

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated Financial Statements

approximately $ 8,391,000 and $ 9,368,000 are at variable rates as of September 30, 2024 and December 31, 2023, respectively.

As of March 31, 2025 and December 31, 2024, the Bank had made various commitments to extend credit totaling approximately $ 25,908,000 and $ 34,607,000 , respectively.

Of these commitments, approximately $ 14,209,000 and $ 13,372,000 are at variable rates as of March 31, 2025 and December 31, 2024, 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.

15 unchanged sentences

The following describes the hierarchy designation, valuation methodology, and key inputs to measure fair value on a recurring basis for designated financial instruments:

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated Financial Statements

Investment Securities Available-for-Sale

3 unchanged sentences

The carrying amount of accrued interest on securities approximates its fair value.

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated Financial Statements

Assets and liabilities measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 are summarized below (in thousands):

Assets and liabilities measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024 are summarized below:

March 31, 2025

Fair Value Measurements

September 30, 2024

(in thousands)

Investment Securities Available-for-Sale

2 unchanged sentences

Collateralized Mortgage Obligations

Fair Value Measurements

Corporate Bonds

December 31, 2024

Fair Value Measurements

(in thousands)

Investment Securities Available-for-Sale

2 unchanged sentences

Collateralized Mortgage Obligations

The Company did no t record any liabilities at fair market value for which measurement of the fair value was made on a recurring basis at September 30, 2024 and December 31, 2023.

There were no transfers into, out of, purchases, or sales of Level 3 securities during the three and nine months ended September 30, 2024 and 2023.

Corporate Bonds

The Company 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, 2025 and December 31, 2024.

There were no transfers into, out of, purchases, or sales of Level 3 securities during the three months ended March 31, 2025 and 2024.

Assets and Liabilities Measured on a Non-Recurring Basis

2 unchanged sentences

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.

Collateral dependent loans consist of one-to-four family

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated Financial Statements

mortgages secured by residential properties.

The value of residential property collateral is determined based on appraisal by qualified licensed appraisers hired by the Company.

7 unchanged sentences

Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available.

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated Financial Statements

The following tables present the Company’s assets and liabilities measured at fair value on a non-recurring basis at September 30, 2024 and December 31, 2023 (in thousands):

The following tables present the Company’s assets and liabilities measured at fair value on a non-recurring basis at March 31, 2025 and December 31, 2024:

March 31, 2025

Fair Value Measurements

September 30, 2024

(in thousands)

Collateral Dependent Loans

Real Estate Owned

Fair Value Measurements

December 31, 2024

Fair Value Measurements

(in thousands)

Collateral Dependent Loans

Real Estate Owned

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated Financial Statements

The following tables show significant unobservable inputs used in the fair value measurement of Level 3 assets:

Weighted Average

September 30, 2024

March 31, 2025

Collateral Dependent Loans

12 unchanged sentences

Collateral discounts and estimated costs to sell

The following methods and assumptions were used by the Bank to estimate fair value of financial instruments.

The following methods and assumptions were used by the Company to estimate fair value of financial instruments.

Cash and Cash Equivalents - 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.

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated Financial Statements

Restricted Stock - Consists of stock held as required by the respective institutions for membership and are carried at cost.

5 unchanged sentences

For time deposits, fair value is estimated using a discounted cash flow method.

Federal Home Loan Bank Advances- Fair value approximates carrying value.

The carrying amount and estimated fair value of the Company’s financial instruments are as follows (in thousands):

FIFTH DISTRICT BANCORP, INC.

Notes to Consolidated Financial Statements

The carrying amount and estimated fair value of the Company’s financial instruments are as follows:

March 31, 2025

Fair Value Measurements

September 30, 2024

(in thousands)

Financial Assets

3 unchanged sentences

Loans Receivable, Net

Bank Owned Life Insurance

Financial Liabilities

Fair Value Measurements

December 31, 2024

Fair Value Measurements

(in thousands)

Financial Assets

3 unchanged sentences

Loans Receivable, Net

Bank Owned Life Insurance

Financial Liabilities

Short-Term Federal Home Loan Bank Advances

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument.

15 unchanged sentences

The loan is expected to be repaid over a period of up to 20 years .

Contributions to the ESOP totaled $ 224,000 during the three and nine months ended September 30, 2024.

Compensation expense is recognized over the service period based on the average fair value of the shares and totaled $ 115,000 for the three and nine months ended September 30, 2024.

Contributions to the ESOP totaled $ 112,000 during the three months ended March 31, 2025.

Compensation expense is recognized over the service period based on the average fair value of the shares and totaled $ 70,000 for the three months ended March 31, 2025.

There were no contributions to the ESOP or compensation expense recognized during the three months ended March 31, 2024, as the Bank’s conversion from mutual to stock form of organization was completed on July 31, 2024.

Earnings per Share

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 30,

(In thousands, except per share data)

Net Income (Loss) Available to Common Stockholders

Weighted Average Common Shares Oustanding

Net Income Available to Common Stockholders

Weighted Average Common Shares Outstanding

Weighted Average Unearned ESOP Shares

Weighted Average Shares

Earnings (Loss) per Common Share - Basic and Diluted

Income per Common Share - Basic and Diluted

Subsequent Events

In accordance with the subsequent events topic of the FASB ASC 855, the Company evaluates events and transactions that occur after the consolidated balance sheets date for potential recognition in the consolidated financial statements.

The effects of all subsequent events that provide additional evidence of conditions that existed at the consolidated balance sheets date are recognized in the consolidated financial statements as of September 30, 2024 and December 31, 2023.

In preparing these consolidated financial statements, the Company evaluated the events and transactions that occurred through the date the consolidated financial statements were available to be issued.

In preparing these consolidated financial statements, the Company evaluated the events and transactions that occurred through the date the consolidated financial statements were issued.

Management has concluded that there are no additional events, other than disclosed above, which require disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements