Hanover Bancorp, Inc. /MD 10-K

ITEM 8. Financial Statements and Supplementary Data ​ ​ ​ Crowe LLP ​ Independent Member Crowe Global ​ REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shareholders and the Board of Directors of Hanover Bancorp, Inc. Mineola, New York Opinion on the Financial Statements We have audited the accompanying consolidated statements of financial condition of Hanover Bancorp Inc. and Subsidiary (the "Company") as of December 31, 2024, December 31, 2023 and September 30, 2023, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for years ended December 31, 2024 and September 30, 2023 and three months ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, December 31, 2023 and September 30, 2023, and the results of its operations and its cash flows for years ended December 31, 2024 and September 30, 2023 and three months ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph - Change In Accounting Principle As discussed in Note 1 to the financial statements, the Company has changed its method of accounting for credit losses effective October 1, 2023 due to the adoption of ASC 326, Financial Instruments – Credit Losses. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Crowe LLP We have served as the Company’s auditor since 2019. Livingston, New Jersey March 14, 2025 ​ ​ 64 Table of Contents HANOVER BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Dollars in thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ September 30, ​ ​ 2024 ​ 2023 ​ 2023 ASSETS ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and non-interest-bearing deposits due from banks ​ $ 12,768 ​ $ 10,277 ​ $ 5,496 Interest-bearing deposits due from banks ​ 150,089 ​ 166,407 ​ 186,614 Federal funds sold ​ — ​ 523 ​ 514 Total cash and cash equivalents ​ 162,857 ​ 177,207 ​ 192,624 Securities held to maturity, fair value of $ 3,609 , $ 3,835 and $ 3,760 at December 31, 2024 and 2023 and September 30, 2023, respectively (net of allowance for credit losses of $ 0 at December 31, 2024 and 2023) ​ 3,758 ​ 4,041 ​ 4,108 Securities available for sale, at fair value (net of allowance for credit losses of $ 0 at December 31, 2024 and 2023) ​ 83,755 ​ 61,419 ​ 10,889 Loans held for sale ​ ​ 12,404 ​ ​ 8,904 ​ ​ — Loans ​ 1,985,524 ​ 1,957,199 ​ 1,874,562 Allowance for credit losses (1) ​ ( 22,779 ) ​ ( 19,658 ) ​ ( 14,686 ) Loans, net ​ 1,962,745 ​ 1,937,541 ​ 1,859,876 Premises and equipment, net ​ 15,337 ​ 15,886 ​ 16,057 Operating lease assets ​ ​ 8,337 ​ ​ 9,754 ​ ​ 10,193 Accrued interest receivable ​ 11,849 ​ 11,915 ​ 10,636 Prepaid post retirement plan ​ 3,377 ​ 3,503 ​ 3,534 Stock in Federal Home Loan Bank ("FHLB"), at cost ​ 7,885 ​ 8,612 ​ 10,547 Goodwill ​ 19,168 ​ 19,168 ​ 19,168 Other intangible assets ​ 250 ​ 311 ​ 327 Loan servicing rights ​ 6,016 ​ 4,668 ​ 4,479 Deferred income taxes ​ 1,569 ​ 2,463 ​ 1,509 Other assets ​ 12,803 ​ 4,668 ​ 5,588 TOTAL ASSETS ​ $ 2,312,110 ​ $ 2,270,060 ​ $ 2,149,535 LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ Deposits: ​ ​ ​ Non-interest-bearing demand ​ $ 211,656 ​ $ 207,781 ​ $ 185,731 Savings, NOW and money market ​ 1,244,857 ​ 1,174,616 ​ 1,019,263 Time ​ 497,770 ​ 522,198 ​ 530,076 Total deposits ​ 1,954,283 ​ 1,904,595 ​ 1,735,070 Borrowings ​ 107,805 ​ 128,953 ​ 179,849 Subordinated debentures ($ 25,000 face amount less unamortized debt issuance costs of $ 311 , $ 365 and $ 379 at December 31, 2024 and 2023 and September 30, 2023, respectively) ​ 24,689 ​ 24,635 ​ 24,621 Operating lease liabilities ​ ​ 9,025 ​ ​ 10,459 ​ ​ 10,899 Accrued interest payable ​ 1,532 ​ 1,724 ​ 1,821 Other liabilities ​ 18,138 ​ 14,864 ​ 11,368 TOTAL LIABILITIES ​ 2,115,472 ​ 2,085,230 ​ 1,963,628 COMMITMENTS AND CONTINGENT LIABILITIES ​ ​ — ​ ​ — ​ ​ — STOCKHOLDERS' EQUITY ​ ​ ​ ​ ​ ​ Preferred stock, Series A (par value $ 0.01 ; 15,000,000 shares authorized; issued and outstanding 275,000 at December 31, 2024 and 150,000 at December 31, 2023 and September 30, 2023) ​ ​ 5,041 ​ ​ 2,963 ​ ​ 2,963 Common stock (par value $ 0.01 ; 17,000,000 shares authorized; issued and outstanding 7,152,127 , 7,195,012 and 7,170,419 at December 31, 2024, December 31, 2023 and September 30, 2023, respectively) ​ 72 ​ 72 ​ 72 Surplus ​ 124,937 ​ 125,694 ​ 125,501 Retained earnings ​ 67,922 ​ 58,551 ​ 58,693 Accumulated other comprehensive loss, net of tax ​ ( 1,334 ) ​ ( 2,450 ) ​ ( 1,322 ) TOTAL STOCKHOLDERS' EQUITY ​ 196,638 ​ 184,830 ​ 185,907 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ​ $ 2,312,110 ​ $ 2,270,060 ​ $ 2,149,535 (1) Commencing on October 1, 2023 the allowance calculation is based on the current expected credit loss methodology. Prior to October 1, 2023 the calculation was based on the incurred loss methodology. Refer to Note 1 for further discussion. The accompanying notes are an integral part of these consolidated financial statements. ​ 65 Table of Contents HANOVER BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (Dollars in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Fiscal ​ ​ Year Ended ​ December 31, ​ Year Ended ​ ​ December 31, ​ (transition period) ​ September 30, ​ 2024 ​ 2023 ​ 2023 INTEREST INCOME ​ ​ ​ ​ ​ Loans ​ $ 122,970 ​ $ 28,394 ​ $ 97,560 Taxable securities ​ 5,991 ​ ​ 940 ​ 806 Other interest income ​ 4,061 ​ ​ 1,821 ​ 6,677 Total interest income ​ 133,022 ​ ​ 31,155 ​ 105,043 INTEREST EXPENSE ​ ​ ​ ​ Savings, NOW and money market deposits ​ 51,457 ​ ​ 11,547 ​ 32,647 Time deposits ​ 21,060 ​ ​ 5,231 ​ 11,204 Borrowings ​ 7,413 ​ ​ 1,718 ​ 6,700 Total interest expense ​ 79,930 ​ ​ 18,496 ​ 50,551 Net interest income ​ 53,092 ​ ​ 12,659 ​ 54,492 Provision for credit losses (1) ​ 4,940 ​ ​ 200 ​ 3,432 Net interest income after provision for credit losses ​ 48,152 ​ ​ 12,459 ​ 51,060 NON-INTEREST INCOME ​ ​ ​ ​ Loan servicing and fee income ​ 3,690 ​ ​ 778 ​ 2,709 Service charges on deposit accounts ​ 469 ​ ​ 85 ​ 275 Gain on sale of loans held-for-sale ​ 10,940 ​ ​ 2,326 ​ 4,093 Gain on sale of securities available-for-sale ​ 31 ​ ​ — ​ — Other income ​ 209 ​ ​ 65 ​ 1,771 Total non-interest income ​ 15,339 ​ ​ 3,254 ​ 8,848 NON-INTEREST EXPENSE ​ ​ ​ ​ Salaries and employee benefits ​ 25,600 ​ ​ 5,242 ​ 20,652 Occupancy and equipment ​ 7,222 ​ ​ 1,746 ​ 6,359 Data processing ​ 2,096 ​ ​ 530 ​ 1,951 Professional fees ​ 3,079 ​ ​ 729 ​ 3,145 Federal deposit insurance premiums ​ ​ 1,418 ​ ​ 375 ​ 1,259 Other expenses ​ 7,697 ​ ​ 2,048 ​ 6,355 Total non-interest expense ​ 47,112 ​ ​ 10,670 ​ 39,721 Income before income tax expense ​ 16,379 ​ ​ 5,043 ​ 20,187 Income tax expense ​ 4,033 ​ ​ 1,280 ​ 5,023 NET INCOME ​ $ 12,346 ​ $ 3,763 ​ $ 15,164 Earnings per share: ​ ​ ​ ​ BASIC ​ $ 1.67 ​ $ 0.51 ​ $ 2.07 DILUTED ​ $ 1.66 ​ $ 0.51 ​ $ 2.05 ​ (1) Commencing on October 1, 2023 the allowance calculation is based on the current expected credit loss methodology. Prior to October 1, 2023 the calculation was based on the incurred loss methodology. Refer to Note 1 for further discussion. ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 66 Table of Contents HANOVER BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Fiscal ​ ​ Year Ended ​ December 31, ​ Year Ended ​ ​ December 31, ​ (transition period) ​ September 30, ​ 2024 ​ 2023 ​ 2023 Net income ​ $ 12,346 ​ $ 3,763 $ 15,164 Other comprehensive income (loss), net of tax: ​ ​ ​ ​ ​ ​ ​ Unrealized gains (losses) on investment securities available for sale: ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in unrealized gain (loss) on securities available for sale arising during the period, net of tax of $ 120 , $ 56 and ($ 293 ), respectively ​ ​ 455 ​ ​ 204 ​ ​ ( 1,050 ) Reclassification adjustment for gains realized in net income, net of tax of ($ 7 ), $ 0 and $ 0 , respectively ​ ( 24 ) ​ ​ — ​ — Net change in unrealized gains (losses) on securities available for sale ​ 431 ​ 204 ​ ( 1,050 ) Unrealized gains (losses) on cash flow hedges: ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in unrealized gain (loss) on cash flow hedges arising during the period, net of tax of $ 188 , ($ 369 ) and $ 97 , respectively ​ ​ 685 ​ ​ ( 1,332 ) ​ ​ 348 Total other comprehensive income (loss), net of tax ​ ​ 1,116 ​ ​ ( 1,128 ) ​ ​ ( 702 ) Total comprehensive income, net of tax ​ $ 13,462 ​ $ 2,635 ​ $ 14,462 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 67 Table of Contents HANOVER BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Dollars in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated Other Total ​ ​ Common Stock ​ Preferred ​ Common ​ ​ ​ Retained ​ Comprehensive ​ Stockholders' ​ ​ (Shares) ​ Stock ​ Stock ​ Surplus ​ Earnings ​ (Loss) Income, Net ​ Equity Balance at October 1, 2022 7,285,648 ​ $ — ​ $ 73 ​ $ 126,656 ​ $ 46,475 ​ $ ( 620 ) ​ $ 172,584 Net income — ​ — ​ — ​ — ​ 15,164 ​ — ​ 15,164 Other comprehensive loss, net of tax — ​ — ​ — ​ — ​ — ​ ( 702 ) ​ ( 702 ) Cash dividends declared ( $ 0.10 per share) — ​ — ​ — ​ — ​ ( 2,946 ) ​ — ​ ( 2,946 ) Stock-based compensation — ​ — ​ 1 ​ 1,870 ​ — ​ — ​ 1,871 Stock awards granted, net of forfeitures ​ 32,901 ​ — ​ — ​ — ​ — ​ — ​ — Shares received related to tax withholding ( 8,744 ) ​ — ​ — ​ ( 170 ) ​ — ​ — ​ ( 170 ) Preferred stock issued in exchange for common stock ​ ( 150,000 ) ​ 2,963 ​ ( 2 ) ​ ( 2,961 ) ​ — ​ — ​ — Exercise of stock options 10,614 ​ — ​ — ​ 106 ​ — ​ — ​ 106 Balance at September 30, 2023 7,170,419 ​ ​ 2,963 ​ ​ 72 ​ ​ 125,501 ​ ​ 58,693 ​ ​ ( 1,322 ) ​ ​ 185,907 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cumulative effect adjustment for adoption of ASU 2016-13 — ​ — ​ — ​ — ​ ( 3,170 ) ​ — ​ ( 3,170 ) Balance at October 1, 2023 (as adjusted for change in accounting principle) 7,170,419 ​ 2,963 ​ 72 ​ 125,501 ​ 55,523 ​ ( 1,322 ) ​ 182,737 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income — ​ — ​ — ​ — ​ 3,763 ​ — ​ 3,763 Other comprehensive loss, net of tax — ​ — ​ — ​ — ​ — ​ ( 1,128 ) ​ ( 1,128 ) Cash dividends declared ( $ 0.10 per share) — ​ — ​ — ​ — ​ ( 735 ) ​ — ​ ( 735 ) Stock-based compensation — ​ — ​ — ​ 360 ​ — ​ — ​ 360 Stock awards granted, net of forfeitures ​ 10,432 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Shares received related to tax withholding ​ ( 19,239 ) ​ ​ — ​ ​ — ​ ​ ( 335 ) ​ ​ — ​ ​ — ​ ​ ( 335 ) Exercise of stock options 33,400 ​ — ​ — ​ 168 ​ — ​ — ​ 168 Balance at December 31, 2023 7,195,012 ​ ​ 2,963 ​ ​ 72 ​ ​ 125,694 ​ ​ 58,551 ​ ​ ( 2,450 ) ​ ​ 184,830 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income — ​ — ​ — ​ — ​ 12,346 ​ — ​ 12,346 Other comprehensive income, net of tax — ​ — ​ — ​ — ​ — ​ 1,116 ​ 1,116 Cash dividends declared ( $ 0.10 per share) — ​ — ​ — ​ — ​ ( 2,975 ) ​ — ​ ( 2,975 ) Stock-based compensation — ​ — ​ — ​ 1,587 ​ — ​ — ​ 1,587 Stock awards granted, net of forfeitures ​ 53,718 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Shares received related to tax withholding ​ ( 10,773 ) ​ ​ — ​ ​ — ​ ​ ( 198 ) ​ ​ — ​ ​ — ​ ​ ( 198 ) Preferred stock issued in exchange for common stock ​ ( 125,000 ) ​ ​ 2,078 ​ ​ ( 1 ) ​ ​ ( 2,077 ) ​ ​ — ​ ​ — ​ ​ — Exercise of stock options, net 39,170 ​ — ​ 1 ​ ( 69 ) ​ — ​ — ​ ( 68 ) Balance at December 31, 2024 7,152,127 ​ $ 5,041 ​ $ 72 ​ $ 124,937 ​ $ 67,922 ​ $ ( 1,334 ) ​ $ 196,638 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 68 Table of Contents HANOVER BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Fiscal ​ ​ Year Ended ​ December 31, ​ Year Ended ​ ​ December 31, ​ (transition period) ​ September 30, ​ 2024 ​ 2024 2023 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 12,346 ​ ​ 3,763 ​ $ 15,164 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ ​ Provision for credit losses (1) ​ 4,940 ​ ​ 200 ​ 3,432 Depreciation and amortization ​ 2,090 ​ ​ 527 ​ 1,812 Amortization of right-of-use assets ​ ​ 1,718 ​ ​ 439 ​ ​ 1,608 Net gain on sale of securities available-for-sale ​ ( 31 ) ​ ​ — ​ — Stock-based compensation ​ 1,587 ​ ​ 360 ​ 1,871 Net gain on sale of loans held-for-sale ​ ( 10,940 ) ​ ​ ( 2,326 ) ​ ( 4,093 ) Net amortization (accretion) of premiums, discounts and loan fees and costs ​ 1,006 ​ ​ 100 ​ ( 748 ) Amortization of intangible assets ​ 61 ​ ​ 16 ​ 72 Amortization of debt issuance costs ​ 54 ​ ​ 14 ​ 53 Loan servicing rights valuation adjustments ​ 809 ​ ​ 348 ​ 767 Deferred tax expense ​ 594 ​ ​ 276 ​ 1,196 Decrease (increase) in accrued interest receivable ​ 66 ​ ​ ( 1,279 ) ​ ( 2,090 ) Increase in other assets ​ ( 9,543 ) ​ ​ ( 1,325 ) ​ ( 1,768 ) (Decrease) increase in accrued interest payable ​ ( 192 ) ​ ​ ( 97 ) ​ 906 Increase (decrease) in other liabilities ​ 3,069 ​ ​ 3,538 ​ ( 264 ) Payments on operating leases ​ ​ ( 1,735 ) ​ ​ ( 440 ) ​ ​ ( 1,517 ) Net cash provided by operating activities ​ 5,899 ​ ​ 4,114 ​ 16,401 Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Purchases of securities available-for-sale ​ ( 622,629 ) ​ ​ ( 50,499 ) ​ — Repayments (purchases) of restricted securities, net ​ 727 ​ ​ 1,935 ​ ( 4,267 ) Proceeds from sales of securities available-for-sale ​ 1,763 ​ ​ — ​ — Principal repayments of securities held to maturity ​ 279 ​ ​ 66 ​ 302 Principal repayments of securities available-for-sale ​ 599,203 ​ ​ 12 ​ 50 Proceeds from sales of loans ​ 166,963 ​ ​ 23,162 ​ 50,359 Net increase in loans ​ ( 190,831 ) ​ ​ ( 111,676 ) ​ ( 299,397 ) Purchases of premises and equipment ​ ( 1,292 ) ​ ​ ( 356 ) ​ ( 3,407 ) Net cash used in investing activities ​ ( 45,817 ) ​ ​ ( 137,356 ) ​ ( 256,360 ) Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase in deposits ​ ​ 49,942 ​ ​ 169,619 ​ ​ 207,472 Proceeds from term FHLB advances ​ — ​ ​ — ​ 100,725 Repayments of term FHLB advances ​ ( 18,860 ) ​ ​ — ​ ( 11,800 ) Proceeds from Federal Reserve Bank borrowings ​ 20,000 ​ ​ — ​ — Repayments of Federal Reserve Bank borrowings ​ ( 22,288 ) ​ ​ ( 1,896 ) ​ ( 4,768 ) Repayments of other short-term borrowings, net ​ ​ — ​ ​ ( 49,000 ) ​ ​ ( 6,000 ) Payments related to tax withholding for equity awards ​ ( 198 ) ​ ​ ( 335 ) ​ ( 170 ) Cash dividends paid ​ ( 2,960 ) ​ ​ ( 731 ) ​ ( 2,929 ) Exercise of stock options, net ​ ( 68 ) ​ ​ 168 ​ 106 Net cash provided by financing activities ​ 25,568 ​ ​ 117,825 ​ 282,636 (Decrease) increase in cash and cash equivalents ​ ( 14,350 ) ​ ​ ( 15,417 ) ​ 42,677 Cash and cash equivalents, beginning of period ​ 177,207 ​ ​ 192,624 ​ 149,947 Cash and cash equivalents, end of period ​ $ 162,857 ​ ​ 177,207 ​ $ 192,624 Supplemental cash flow information: ​ ​ ​ ​ Interest paid ​ $ 80,122 ​ ​ 18,593 ​ $ 49,645 Income taxes paid ​ 4,034 ​ ​ 160 ​ 4,404 Supplemental non-cash disclosure: ​ ​ ​ ​ ​ ​ ​ ​ ​ Transfers from portfolio loans to loans held-for-sale ​ $ 159,523 ​ ​ 29,740 ​ $ 51,816 Preferred stock issued in exchange for common stock ​ ​ 2,078 ​ ​ — ​ ​ 2,963 Lease liabilities arising from obtaining right-of-use assets ​ ​ 301 ​ ​ — ​ ​ 1,791 Other assets received in satisfaction of a loan ​ — ​ ​ — ​ 844 (1) Commencing on October 1, 2023 the allowance calculation is based on the current expected credit loss methodology. Prior to October 1, 2023 the calculation was based on the incurred loss methodology. Refer to Note 1 for further discussion. The accompanying notes are an integral part of these consolidated financial statements. ​ 69 Table of Contents HANOVER BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ​ Note 1. Summary of Significant Accounting Policies Nature of Operations Hanover Bancorp, Inc. (the “Company”) is currently a New York corporation which is the holding company for Hanover Community Bank (the “Bank”). The Bank, headquartered in Mineola, New York, is a New York State chartered bank. The Bank commenced operations on November 4, 2008 and is a full-service bank providing personal and business lending and deposit services. As a New York State chartered, non-Federal Reserve member bank, the Bank is subject to regulation by the New York State Department of Financial Services (“DFS”) and the Federal Deposit Insurance Corporation. The Company is subject to regulation and examination by the Board of Governors of the FRB. At the Company’s annual shareholder meeting held on March 5, 2024, the shareholders approved a change in its state of incorporation from the State of New York to the State of Maryland subject to regulatory approval, which has been received. The Company is in the process of completing its reincorporation in Maryland. Basis of Presentation In October 2023, the Company’s Board of Directors approved a change in the Company’s fiscal year end from September 30 to December 31. The Company’s current fiscal year is the calendar year January 1, 2024 through December 31, 2024. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current year’s presentation. These reclassifications had an immaterial effect on the Company’s consolidated financial statements and had no effect on prior periods net income or stockholders’ equity. Use of Estimates In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant Group Concentrations of Credit Risk Most of the Company’s activities are with customers located in Nassau, Queens and Kings Counties and surrounding areas of New York State. Note 3 discusses the types of lending that the Company engages in. Although the Company has a diversified loan portfolio, its debtors’ ability to honor their contracts is influenced by the region’s economy. The Company does not have any significant concentrations to any one industry or customer. ​ 70 Table of Contents Cash and Cash Equivalents For purposes of reporting consolidated cash flows, cash and due from banks includes cash on hand, cash items in process of collection and amounts due from banks. Cash and cash equivalents also include interest-bearing deposits in banks and federal funds sold. Interest-bearing deposits in other financial institutions mature within 90 days and are carried at cost. Net cash flows are reported for customer loan and deposit transactions and short-term borrowings with original maturities of 90 days or less. Restrictions on Cash Cash on hand or on deposit with the Federal Reserve Bank was required to meet regulatory reserve and clearing requirements. Dividend Restriction Banking regulations require maintaining certain capital levels and may limit the dividends paid by the bank to the holding company or by the holding company to shareholders. Investment Securities Investment securities are classified as held-to-maturity or available-for-sale at the time of purchase. Investment securities classified as held-to-maturity, which management has the positive intent and ability to hold to maturity, are reported at amortized cost. Investment securities classified as available for sale, which management has the intent and ability to hold for an indefinite period of time, but not necessarily to maturity, are carried at fair value, with unrealized gains and losses, net of related deferred income taxes, included in stockholders’ equity as a separate component of other comprehensive income. Any decision to sell investment securities available for sale would be based on various factors, including, but not limited to, asset / liability management strategies, changes in interest rates or prepayment risks, liquidity needs, or regulatory capital considerations. Premiums are amortized and discounts accreted using the interest method over the remaining terms of the related securities. Premiums on callable securities are amortized to their earliest call date. Dividend and interest income are recognized when earned. Sales of investment securities are recorded at trade date, with realized gains and losses on sales determined using the specific identification method and included in non-interest income. A debt security is placed on nonaccrual status at the time any principal or interest payments become 90 days delinquent. Interest accrued but not received for a security placed on nonaccrual is reversed against interest income. Allowance for Credit Losses – Held-to-Maturity Securities Management measures expected credit losses on held-to-maturity debt securities on a collective basis by major security type. Accrued interest receivable on held-to-maturity debt securities was $ 9 thousand at both December 31, 2024 and 2023, respectively, and is excluded from the estimate of credit losses. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Management classifies the held-to-maturity portfolio into the following major security types: Mortgage backed: residential and commercial. All mortgage-backed: residential and commercial securities held by the Company are issued by U.S. government entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies and have a long history of no credit losses. 71 Table of Contents Allowance for Credit Losses – Available-For-Sale Securities For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For debt securities available-for-sale that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. Changes in the allowance for credit losses are recorded as credit loss expense (or reversal). Losses are charged against the allowance when management believes the uncollectibility of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met. Accrued interest receivable on available-for-sale debt securities totaled $ 0.6 million and $ 0.8 million at December 31, 2024 and 2023, respectively, and is excluded from the estimate of credit losses. Federal Home Loan Bank Stock As a member of the FHLB of New York, the Company is required to maintain an investment in the stock of the FHLB based upon the amount of outstanding FHLB borrowings. This stock does not have a readily determinable fair value and is carried at cost. Both cash and stock dividends are reported as income. Loans Held for Sale Loans held for sale are carried at estimated fair value in the aggregate as determined by outstanding commitments from investors. Gains or losses on loan sales are recognized at the time of sale and are determined by the difference between net sales proceeds and the principal balance of the loans sold, adjusted for net deferred loan fees or costs. Loan origination and commitment fees, net of certain direct loan origination costs, are deferred as an adjustment to the carrying value of the loan until it is sold. Loans and Loan Interest Income Recognition Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff, are reported at the principal balance outstanding, net of purchase premiums and discounts, deferred loan fees and costs and an allowance for credit losses. The loan portfolio is segmented into residential real estate, multi-family, commercial real estate, commercial and industrial, construction and land development, and consumer loans. Accrued interest receivable totaled $ 10.9 million, $ 10.8 million and $ 9.9 million at December 31, 2024 and 2023 and September 30, 2023, respectively, and was reported in Accrued interest receivable on the Consolidated Statements of Financial Condition and is excluded from the estimate of credit losses. Interest income on loans is accrued on the unpaid principal balance and credited to income as earned. Interest income on loans is discontinued and placed on nonaccrual status at the time the loan is 90 days delinquent. All interest accrued but not received for loans placed on nonaccrual is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or 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. Under the cash-basis method, interest income is recorded when the payment is received in cash. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Net loan origination fees and costs are deferred and accreted/amortized to interest income over the contractual life of loans using the level-yield method, adjusted for actual prepayments. 72 Table of Contents Allowance for Credit Losses - Loans The allowance for credit losses (“ACL”)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 uncollectability of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in unemployment rates, property values, or other relevant factors. The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not also included in the collective evaluation. When management determines that foreclosure is probable, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. The quantitative component of the estimate relies on the statistical relationship between the projected value of an economic indicator and the implied historical loss experience among a curated group of peers. The Company utilized regression analyses of peer data, in which the Company was included, and where observed credit losses and selected economic factors were used to determine suitable loss drivers for modeling the lifetime rates of probability of default (PD). A loss given default rate (LGD) is assigned to each pool for each period based on these PD outcomes. The model primarily utilizes an expected discounted cash flow (DCF) analysis with a remaining life (RL) approach used limitedly and which does not have a material impact to the allowance. Consumer loans uses RL and are immaterial to total ACL. The DCF analysis is run at the instrument-level and incorporates an array of loan-specific data points and segment-implied assumptions to determine the lifetime expected loss attributable to each instrument. An implicit "hypothetical loss" is derived for each period of the DCF, and helps establish the present value of future cash flows for each period. The reserve applied to a specific instrument is the difference between the sum of the present value of future cash flows and the amortized cost basis of the loan at the measurement date. The RL approach utilizes projected loss rates based on the remaining life of a loan pool. It is utilized when a regression analysis could not provide adequate correlation of PD and external economic factors on which to base projected losses. During the year ended December 31, 2024, the Company updated the model utilized for the commercial and industrial allowance for credit loss loan segment from RL to DCF. The update was due to the strong statistical relationship now supporting the DCF calculation. The change in methodology did not have a material impact to the allowance reserve for the commercial and industrial loan segment. Portfolio segments are the level at which loss assumptions are applied to a pool of loans based on the similarity of risk characteristics inherent in the included instruments, relying on FFIEC Call Report codes. The loss driver for each loan portfolio segment is derived from a readily available and reasonable economic forecast, chiefly the Federal Open Market Committee (“FOMC”) of the Federal Reserve's projections of civilian unemployment and year-over-year U.S. GDP growth. Forecasts are applied over a four-quarter period and revert to the lookback period's historical mean for the economic indicator over a four-quarter horizon, thereafter on a straight-line basis. 73 Table of Contents The model incorporates qualitative factor adjustments in order to calibrate the model for risk in each portfolio segment that may not be captured through quantitative analysis. Determinations regarding qualitative adjustments are reflective of management's expectation of loss conditions differing from those already captured in the quantitative component of the model. Factors that the Company considers include a) changes in lending policies and procedures, including changes in underwriting standards and collections, charge offs, and recovery practices; b) changes in international, national, regional, and local conditions; c) changes in the nature and volume of the portfolio and term loans; d) changes in experience, depth, and ability of lending management; e) changes in volume and severity of past due loans and other similar conditions; f) changes in the quality of the Bank’s loan review system; g) changes in the value of underlying collateral for collateral dependent loans; h) the existence and effect of any concentrations of credit and changes in the levels of such concentrations; and i) the effects of other external factors (i.e. competition, legal and regulatory requirements) on the level of estimated credit losses. Allowance for credit losses are aggregated for the major loan segments, with similar characteristics, summarized below. However, for the purposes of calculating reserves, these segments may be further broken down into loan classes by risk characteristics that include but are not limited to FFIEC Call Report codes, industry type, geographic location, and collateral type. One-to-four family residential mortgage loans involve certain risks such as interest rate risk and risk of nonpayment. Adjustable-rate loans decrease the interest rate risk to the Bank that is associated with changes in interest rates but involve other risks, primarily because as interest rates rise, the payment by the borrower rises to the extent permitted by the terms of the loan, thereby increasing the potential for default. At the same time, the marketability of the underlying property may be adversely affected by higher interest rates. Repayment risk can be affected by the overall health of the economy, including unemployment rates and housing prices. Commercial real estate lending entails additional risks as compared with single-family residential property lending. Such loans typically involve large loan balances to single borrowers or groups of related borrowers. Loans in this classification include income producing investment properties and owner-occupied real estate used for business purposes. The underlying properties are located largely in the Bank’s primary market area. The cash flows of the income producing investment properties could be adversely impacted by a downturn in the economy as evidenced by increased vacancy rates, which in turn, could have an effect on credit quality. In the case of owner-occupied real estate used for business purposes, a weakened economy and resultant decreased consumer and/or business spending could have an adverse effect on credit quality. Multifamily lending entails additional risks as compared with single-family residential property lending, but less when compared to commercial real estate lending. Loans in this classification include income producing residential investment properties of five or more units. Loans are made to established owners with a proven and demonstrable record of strong performance. Loans are secured by a first mortgage lien on the subject property. Repayment is derived generally from the rental income generated from the property and may be supplemented by the owners’ personal cash flow. Credit risk arises with changes in economic conditions that could cause an increase in vacancy rates or decline in property value. Commercial and industrial lending is generally considered higher risk due to the concentration of principal in a limited number of loans and borrowers and the effects of general economic conditions on the business. Generally, these loans are primarily secured by inventories and other assets of the business and repayment is expected from the cash flows of the business. A weakened economy, and resultant decreased consumer and/or business spending, will have an effect on the credit quality in this loan class. The Company’s construction loan portfolio covers the development of commercial properties. Construction loans involve the disbursement of funds during construction with repayment substantially dependent on the success of the ultimate project. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans because their ultimate repayment depends on the satisfactory completion of construction and is sensitive to interest rate changes, governmental regulation of real property, general economic conditions and the availability of long-term financing. Repayment is dependent on completion of the project and the subsequent financing of the completed project as a commercial real estate loan, and in some instances on the rent or sale of the underlying project. 74 Table of Contents Consumer loans generally have shorter terms and higher interest rates than other lending but generally involve more credit risk because of the type and nature of the collateral and, in certain cases, the absence of collateral. Repayment is dependent on the credit quality of the individual borrower and, if applicable, sale of the collateral securing the loan. Therefore, the overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this loan class. Allowance for Credit losses on Off-Balance Sheet Credit Exposures The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless the obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is reported on the Consolidated Statements of Financial Condition in the other liabilities section and is adjusted through a provision for credit losses. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over the commitment’s estimated useful life. Servicing Rights The Company originates and sells mortgage loans in the secondary market and may retain the servicing of these loans. When mortgage loans are sold with servicing retained, servicing rights are initially recorded at fair value with the income statement effect recorded in gains on sales of loans. Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. Servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into non-interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans. Servicing rights are evaluated for impairment based upon the fair value of the rights as compared to the carrying amount. Impairment is determined by stratifying rights into groupings based on predominant risk characteristics, such as interest rate, loan type and investor type. Impairment is recognized through a valuation allowance for an individual grouping, to the extent that fair value is less than the carrying amount. If the Company later determines that all or a portion of the impairment no longer exists for a particular grouping, a reduction of the allowance may be recorded as an increase to income. Changes in valuation allowances are reported within non-interest expense on the income statement. The fair values of servicing rights are subject to significant fluctuations as a result of changes in estimated and actual prepayment speeds and default rates and losses. Fees earned for servicing loans are reported on the statements of income as loan servicing income when the related mortgage loan payments are collected. The amortization of loan servicing rights is netted against loan servicing fee income. Servicing fees totaled $ 2.6 million and $ 2.0 million for the years ended December 31, 2024 and September 30, 2023, respectively, and $ 0.6 million for the three months ended December 31, 2023. Late fees and ancillary fees related to loan servicing are not material. Transfers of Financial Assets Transfers of financial assets are accounted for as sales, when control over the assets has been relinquished. Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. ​ 75 Table of Contents Foreclosed Assets Foreclosed assets are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. Physical possession of residential real estate property collateralizing a consumer mortgage loan occurs when legal title is obtained upon completion of foreclosure or when the borrower conveys all interest in the property to satisfy the loan through completion of a deed in lieu of foreclosure or through similar legal agreement. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. If fair value declines subsequent to foreclosure, a valuation allowance is recorded through expense. Operating costs after acquisition are expensed. Premises and Equipment Premises and equipment are stated at cost less accumulated depreciation and amortization. Land is carried at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the respective assets, which are 39 years for buildings and 2 to 10 years for furniture, fixtures and equipment. Leasehold improvements are amortized over the terms of the respective leases or the estimated useful lives of the improvements, whichever is shorter. Repairs and maintenance costs are recorded as a component of non-interest expense as incurred. Leases Leases are classified as operating or finance leases at the lease commencement date. Currently, the Company does not have any leases classified as financing leases. The Company leases certain locations and equipment. The Company records leases on the Consolidated Statements of Financial Condition in the form of an operating lease liability for the present value of future minimum payments under the lease terms and a right-of-use asset equal to the lease liability adjusted for such items as deferred or prepaid rent, lease incentives, and any impairment of the right-of-use asset. The discount rate used in determining the lease liability is based upon incremental borrowing rates the Company could obtain for similar loans as of the date of commencement or renewal. The Company does not record leases on the Consolidated Statements of Financial Condition that are classified as short term (12 months or less). Short-term lease payments are recognized in the income statement on a straight-line basis over the lease term. Certain leases may include one or more options to renew. The exercise of lease renewal options is typically at the Company’s discretion, and are included in the operating lease liability if it is reasonably certain that the renewal option will be exercised. Certain real estate leases may contain lease and non-lease components, such as common area maintenance charges, real estate taxes, and insurance, which are generally accounted for separately and are not included in the measurement of the lease liability since they are generally able to be segregated. The Company does not sublease any of its leased properties. The Company does not lease properties from any related parties. Goodwill and Other Intangible Assets Goodwill arises from business combinations and is generally determined as the excess of the fair value of the consideration transferred over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized but tested for impairment at least annually or more frequently if events and circumstances exist that indicate that a goodwill impairment test should be performed. The Company has selected November 30 as the date to perform the annual impairment test. Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Goodwill is the only intangible asset with an indefinite life on the balance sheet. Core deposit intangible assets are amortized on an accelerated method over their estimated useful life of 10 years . Loan Commitments and Related Financial Instruments Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded. 76 Table of Contents Derivatives The Company records fair value hedges and cash flow hedges at the inception of the derivative contract based on the Company’s intentions and belief as to likely effectiveness as a hedge. Fair value hedges represent a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment. Cash flow hedges represent a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability. For a fair value hedge, the gain or loss on the derivative, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in current earnings as fair value changes. For a cash flow hedge, the gain or loss on the derivative is reported in other comprehensive income (“OCI”) and is reclassified into earnings in the same periods during which the hedged transaction affects earnings. The changes in the fair value of derivatives that are not highly effective in hedging the changes in fair value or expected cash flows of the hedged item are recognized immediately in current earnings. Changes in the fair value of derivatives that do not qualify for hedge accounting are reported currently in earnings, as non-interest income. Accrued settlements on derivatives that qualify for hedge accounting are recorded in interest income or interest expense, based on the item being hedged. Accrued settlements on derivatives that do not qualify for hedge accounting are reported in non-interest income. Cash flows on hedges are classified in the cash flow statement the same as the cash flows of the items being hedged. The Company formally documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions at the inception of the hedging relationship. This documentation includes linking fair value or cash flow hedges to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative instruments that are used are highly effective in offsetting changes in fair values or cash flows of the hedged items. The Company discontinues hedge accounting when it determines that the derivative is no longer effective in offsetting changes in the fair value or cash flows of the hedged item, the derivative is settled or terminates, a hedged forecasted transaction is no longer probable, a hedged firm commitment is no longer firm, or treatment of the derivative as a hedge is no longer appropriate or intended. When hedge accounting is discontinued, subsequent changes in fair value of the derivative are recorded as non-interest income. When a fair value hedge is discontinued, the hedged asset or liability is no longer adjusted for changes in fair value and the existing basis adjustment is amortized or accreted over the remaining life of the asset or liability. When a cash flow hedge is discontinued but the hedged cash flows or forecasted transactions are still expected to occur, gains or losses that were accumulated in other comprehensive income are amortized into earnings over the same periods in which the hedged transactions will affect earnings. The Company is exposed to losses if a counterparty fails to make its payments under a contract in which the Company is in the net receiving position. The Company anticipates that the counterparties will be able to fully satisfy their obligations under the agreements. All the contracts to which the Company is a party settle monthly or quarterly. In addition, the Company obtains collateral above certain thresholds of the fair value of its derivatives for each dealer counterparty based upon their credit standing and the Company has netting agreements with the dealers with which it does business. Debt Issuance Costs The costs attributable to issuing a debt instrument are reported on the Consolidated Statements of Financial Condition as a deduction from the face amount of the note and amortized as interest expense over the term of the note. Earnings Per Share (“EPS”) Basic EPS is net income attributable to common shareholders divided by the weighted average number of common shares outstanding during the period. All outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends are considered participating securities for this calculation. Diluted EPS includes the dilutive effect of additional potential common shares issuable under stock options. Potentially dilutive common shares are excluded from the computation of dilutive EPS in the periods in which the effect would be anti-dilutive. 77 Table of Contents Series A Preferred Stock Holders of the Company’s Series A preferred stock will be entitled to receive dividends when, as and if declared by the Company’s board of directors, in the same per share amount as the common stockholders. No dividend for any quarterly period will be payable on the common stock unless a dividend identical to that paid on the common stock is paid at the same time on the Series A preferred stock. Therefore, Series A preferred stock is treated as common stock for EPS calculations. Series A preferred stock has no voting rights. In the event of a dissolution of the Company, Series A preferred stock is entitled to the payment of any declared and unpaid dividend, and then will share in dissolution proceeds, if any, with the shares of common stock. Comprehensive Income Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized gains and losses on securities available for sale and unrealized gains and losses on cash flow hedges which are also recognized as separate components of stockholders’ equity. Loss Contingencies Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there now are such matters that will have a material effect on the financial statements. Income Taxes Income tax expense is comprised of two components, current and deferred. The current component reflects taxes payable or refundable for a current period based on applicable tax laws, and the deferred component represents the tax effects of temporary differences between amounts recognized for financial accounting and tax purposes. Deferred tax assets and liabilities reflect the tax effects of such differences that are anticipated to result in taxable or deductible amounts in the future, when the temporary differences reverse. Deferred tax assets are recognized if it is more likely than not they will be realized, and may be reduced by a valuation allowance if it is more likely than not that all or some portion will not be realized. Tax positions that are uncertain but meet a more likely than not recognition threshold are initially and subsequently measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position meets the more likely than not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management’s judgment. The Company recognizes interest expense and penalties on uncertain tax positions as a component of income tax expense and recognizes interest income on refundable income taxes as a component of other non-interest income. Fair Value Measurements Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 16. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect these estimates. ​ 78 Table of Contents Revenue From Contracts With Customers Revenue from contracts with customers generally comprises deposit service fees, which are included as a component of other non-interest income in the accompanying Consolidated Statements of Income. The Company identifies the performance obligations included in the contracts with customers, determines the transaction price, allocates the transaction price to the performance obligations, as applicable, and recognizes revenue when performance obligations are satisfied, which is generally at the point services are performed for the customer. Operating Segments The Company has one reportable segment, "Community Banking." While the chief decision-makers monitor the revenue streams of the various products and services, operations are managed, and financial performance is evaluated on a Company-wide basis. Accordingly, all significant operating decisions are based upon analysis of the Company as one operating segment or unit. Stock Compensation Plans Compensation cost is recognized for stock options, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) issued to employees and directors based upon the fair value of these awards at the date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Company’s common stock at the date of grant is used to estimate the fair value for RSAs and RSUs. Compensation cost is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. The Company’s accounting policy is to recognize forfeitures as they occur. Supplemental Executive Retirement Plan In connection with the previous acquisition of Chinatown Federal Savings Bank (“CFSB”), the assets of the CFSB Supplemental Executive Retirement Plan (“CFSB SERP”) are included in the Consolidated Statements of Financial Condition. The CFSB SERP provides benefits to two former executives of CFSB and the assets of the CFSB SERP are held in a Rabbi Trust which was fully funded prior to the acquisition of CFSB by the Company. The Company has no further liability or obligation with respect to the CFSB SERP assets other than record keeping. No ongoing valuation of the assets will be obtained and the amount of plan assets will continue to be equal to the liability reflected on the Consolidated Statement of Financial Condition. The SERP liability is included in other liabilities on the Consolidated Statement of Financial Condition. Recent Accounting Pronouncements Adoption of New Accounting Standards In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, enhancing disclosure requirements for reportable segments of public business entities, focusing on significant expense categories and the amounts for each reportable segment, where significant expense categories are defined as those that are regularly reported to an entity’s chief operating decision maker and included in the segment’s reported measures of profit or loss. ASU 2023-07 became effective for the Company on January 1, 2024. The adoption of this standard did not have a material effect on the Company’s operating results or financial condition. ​ 79 Table of Contents The Company adopted ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) on October 1, 2023 using the modified retrospective method for all financial assets measured at amortized cost, and off-balance-sheet credit exposures. In November 2019, the FASB adopted changes to delay the effective date of ASU 2016-13 to 2023 for certain entities, including certain Securities and Exchange Commission filers, public business entities, and private companies. As the Company is a smaller reporting company under SEC regulations, the Company was eligible for and elected delayed adoption of the ASU until October 1, 2023. The objective of the ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date by replacing the incurred loss impairment methodology with a methodology that reflects expected credit losses, which is referred to as the current expected credit loss (“CECL”) methodology, and requires consideration of a broader range of reasonable and supportable information to form credit loss estimates. Results for reporting periods beginning after October 1, 2023 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. On October 1, 2023, the Company recognized a one-time cumulative effect adjustment to retained earnings, of $ 4.0 million, or $ 3.2 million, net of tax effects, of which $ 0.1 million reflected a reduction of allowance for credit losses on unfunded commitments, $ 4.1 million reflected additional allowance related to the loan portfolio, and no adjustment was recognized related to the securities portfolio. In March 2022, the FASB issued ASU 2022-02, which eliminates creditor accounting guidance for troubled debt restructurings (“TDRs”) for entities that have adopted ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) and enhances Vintage Disclosures of Gross Writeoffs. This ASU eliminates Subtopic 310-40 guidance for TDRs, and requires creditors to apply the loan refinancing and restructuring guidance in Subtopic 310-20 when evaluating modifications granted to borrowers experiencing financial difficulty to determine whether the modification is considered a continuation of an existing loan or a new loan. The vintage disclosure component of the ASU requires entities to disclose current-period gross writeoffs by origination year for financing receivables and investment leases within the scope of Subtopic 326-20. The Company adopted ASU 2022-02 prospectively, beginning October 1, 2023, concurrently with the aforementioned ASU 2016-13. The Company did not have any loans that were both experiencing financial difficulties and modified during the three months ended December 31, 2023. Refer to Note 3 for reportable modifications made during the year ended December 31, 2024. Standards That Have Not Yet Been Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, which will require public business entities to disclose annually a tabular rate reconciliation, including specific items such as state and local income tax, tax credits, nontaxable or nondeductible items, among others, and a separate disclosure requiring disaggregation of reconciling items as described above which equal or exceed 5% of the product of multiplying income from continuing operations by the applicable statutory income tax rate. The ASU is effective for all public business entities for annual periods beginning after December 15, 2024. The adoption of this standard is not expected to have a material effect on the Company’s operating results or financial condition. ​ ​ ​ 80 Table of Contents ​ ​ Note 2. Investment Securities The following tables summarize the amortized cost, fair value and allowance for credit losses of securities available for sale and securities held to maturity at December 31, 2024 and 2023 and September 30, 2023 and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive loss and gross unrecognized gains and losses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ ​ ​ ​ Gross ​ Gross ​ Allowance ​ ​ ​ ​ Amortized Unrealized Unrealized for Credit ​ ​ ​ (in thousands) ​ Cost ​ Gains ​ Losses ​ Losses ​ Fair Value Available for sale: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury securities ​ $ 19,995 ​ $ 5 ​ $ — ​ $ — ​ $ 20,000 U.S. GSE residential mortgage-backed securities ​ ​ 11,016 ​ ​ — ​ ​ ( 371 ) ​ ​ — ​ ​ 10,645 U.S. GSE commercial mortgage-backed securities ​ ​ 1,520 ​ ​ — ​ ​ ( 17 ) ​ ​ — ​ ​ 1,503 Collateralized loan obligations ​ ​ 32,271 ​ ​ 206 ​ ​ — ​ ​ — ​ ​ 32,477 Corporate bonds ​ ​ 20,282 ​ ​ 65 ​ ​ ( 1,217 ) ​ ​ — ​ ​ 19,130 Total available for sale securities ​ $ 85,084 ​ $ 276 ​ $ ( 1,605 ) ​ $ — ​ $ 83,755 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ Gross ​ ​ ​ Allowance ​ ​ Amortized Unrecognized Unrecognized ​ ​ for Credit ​ ​ Cost ​ Gains ​ Losses ​ Fair Value ​ Losses Held to maturity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. GSE residential mortgage-backed securities ​ $ 1,259 ​ $ — ​ $ ( 81 ) ​ $ 1,178 ​ $ — U.S. GSE commercial mortgage-backed securities ​ 2,499 ​ — ​ ( 68 ) ​ 2,431 ​ — Total held to maturity securities ​ $ 3,758 ​ $ — ​ $ ( 149 ) ​ $ 3,609 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ Gross Gross ​ Allowance ​ ​ ​ ​ Amortized ​ Unrealized ​ Unrealized ​ for Credit ​ ​ ​ (in thousands) ​ Cost ​ Gains ​ Losses ​ Losses ​ Fair Value Available for sale: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. GSE residential mortgage-backed securities ​ $ 309 ​ $ — ​ $ ( 108 ) ​ $ — ​ $ 201 Collateralized loan obligations ​ ​ 50,283 ​ ​ 82 ​ ​ ( 99 ) ​ ​ — ​ ​ 50,266 Corporate bonds ​ 12,700 ​ — ​ ( 1,748 ) ​ — ​ 10,952 Total available for sale securities ​ $ 63,292 ​ $ 82 ​ $ ( 1,955 ) ​ $ — ​ $ 61,419 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Gross ​ ​ ​ Allowance ​ ​ Amortized ​ Unrecognized ​ Unrecognized ​ ​ ​ ​ for Credit ​ ​ Cost ​ Gains ​ Losses ​ Fair Value ​ Losses Held to maturity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. GSE residential mortgage-backed securities ​ $ 1,480 ​ $ — ​ $ ( 96 ) ​ $ 1,384 ​ $ — U.S. GSE commercial mortgage-backed securities ​ 2,561 ​ — ​ ( 110 ) ​ 2,451 ​ — Total held to maturity securities ​ $ 4,041 ​ $ — ​ $ ( 206 ) ​ $ 3,835 ​ $ — ​ ​ 81 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 ​ ​ ​ ​ ​ Gross ​ Gross ​ ​ ​ ​ ​ ​ ​ Amortized ​ Unrealized ​ Unrealized ​ ​ ​ (in thousands) ​ ​ ​ ​ Cost ​ Gains ​ Losses ​ Fair Value Available for sale: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. GSE residential mortgage-backed securities ​ ​ ​ ​ $ 322 ​ $ — ​ $ ( 180 ) ​ $ 142 Corporate bonds ​ ​ ​ ​ 12,700 ​ — ​ ( 1,953 ) ​ 10,747 Total available for sale securities ​ ​ ​ ​ $ 13,022 ​ $ — ​ $ ( 2,133 ) ​ $ 10,889 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ Gross ​ ​ ​ ​ ​ ​ ​ Amortized ​ Unrecognized ​ Unrecognized ​ ​ ​ ​ ​ ​ ​ ​ Cost ​ Gains ​ Losses ​ Fair Value Held to maturity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. GSE residential mortgage-backed securities ​ ​ ​ ​ $ 1,531 ​ $ — ​ $ ( 178 ) ​ $ 1,353 U.S. GSE commercial mortgage-backed securities ​ ​ ​ 2,577 ​ — ​ ( 170 ) ​ 2,407 Total held to maturity securities ​ ​ ​ ​ $ 4,108 ​ $ — ​ $ ( 348 ) ​ $ 3,760 ​ The amortized cost and fair value of investment securities at December 31, 2024, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single date are shown separately. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ Amortized Fair (in thousands) ​ Cost ​ Value Securities available for sale: ​ ​ ​ ​ Due in one year or less ​ $ 19,995 ​ $ 20,000 Due after one year through five years ​ 1,000 ​ 1,013 Five to ten years ​ ​ 46,566 ​ ​ 45,586 Beyond ten years ​ 4,987 ​ 5,008 U.S. GSE residential mortgage-backed securities ​ 11,016 ​ 10,645 U.S. GSE commercial mortgage-backed securities ​ 1,520 ​ 1,503 Total securities available for sale ​ ​ 85,084 ​ ​ 83,755 Securities held to maturity: ​ ​ U.S. GSE residential mortgage-backed securities ​ 1,259 ​ 1,178 U.S. GSE commercial mortgage-backed securities ​ 2,499 ​ 2,431 Total securities held to maturity ​ ​ 3,758 ​ ​ 3,609 Total investment securities ​ $ 88,842 ​ $ 87,364 ​ At December 31, 2024 and 2023 and September 30, 2023, investment securities with a carrying amount of $ 28.9 million, $ 2.0 million and $ 2.0 million, respectively, were pledged to secure public deposits and for other purposes required or permitted by law. There were no holdings of securities of any one issuer in an amount greater than 10% of stockholders' equity at December 31, 2024 and 2023 and September 30, 2023. 82 Table of Contents The following table presents a summary of realized gains and losses from the sale of investment securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Fiscal ​ ​ Year Ended ​ December 31, ​ Year Ended ​ ​ December 31, ​ (transition period) ​ September 30, (in thousands) 2024 ​ 2023 2023 Proceeds from sales ​ $ 1,763 ​ $ — ​ $ — Gross realized gains on sales ​ $ 31 ​ $ — ​ $ — Gross realized losses on sales ​ ​ — ​ ​ — ​ ​ — Total realized gains, net (1) ​ $ 31 ​ $ — ​ $ — (1) Amount does not include associated income tax of $ 7 for year ended December 31, 2024. ​ The following tables summarize securities available-for-sale in an unrealized loss position for which an allowance for credit losses has not been recorded at December 31, 2024 and 2023 and September 30, 2023, aggregated by major security type and length of time in a continuous unrealized loss position. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ Less than Twelve Months Twelve Months or Longer Total ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ Unrealized ​ ​ ​ ​ Unrealized ​ Number of ​ ​ ​ ​ Unrealized (in thousands, except number of securities) ​ Fair Value ​ Losses ​ Fair Value ​ Losses ​ Securities ​ Fair Value ​ Losses Available-for-sale: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. GSE residential mortgage-backed securities ​ $ 9,523 ​ $ ( 227 ) ​ $ 1,122 ​ $ ( 144 ) ​ 12 ​ $ 10,645 ​ $ ( 371 ) U.S. GSE commercial mortgage-backed securities ​ ​ 1,503 ​ ​ ( 17 ) ​ ​ — ​ ​ — ​ 1 ​ ​ 1,503 ​ ​ ( 17 ) Corporate bonds ​ ​ 2,823 ​ ​ ( 56 ) ​ ​ 10,338 ​ ​ ( 1,161 ) ​ 9 ​ ​ 13,161 ​ ​ ( 1,217 ) Total available-for-sale ​ $ 13,849 ​ $ ( 300 ) ​ $ 11,460 ​ $ ( 1,305 ) ​ 22 ​ $ 25,309 ​ $ ( 1,605 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ Less than Twelve Months Twelve Months or Longer Total ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ Unrealized ​ ​ ​ ​ Unrealized ​ Number of ​ ​ ​ ​ Unrealized (in thousands, except number of securities) ​ Fair Value ​ Losses ​ Fair Value ​ Losses ​ Securities ​ Fair Value ​ Losses Available-for-sale: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. GSE residential mortgage-backed securities ​ $ — ​ $ — ​ $ 201 ​ $ ( 108 ) ​ 5 ​ $ 201 ​ $ ( 108 ) Collateralized loan obligations ​ ​ 12,352 ​ ​ ( 99 ) ​ ​ — ​ ​ — ​ 3 ​ ​ 12,352 ​ ​ ( 99 ) Corporate bonds ​ ​ 1,080 ​ ​ ( 120 ) ​ ​ 9,872 ​ ​ ( 1,628 ) ​ 7 ​ ​ 10,952 ​ ​ ( 1,748 ) Total available-for-sale ​ $ 13,432 ​ $ ( 219 ) ​ $ 10,073 ​ $ ( 1,736 ) ​ 15 ​ $ 23,505 ​ $ ( 1,955 ) ​ ​ 83 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 ​ ​ Less than Twelve Months Twelve Months or Longer Total ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ Unrealized ​ ​ ​ ​ Unrealized ​ Number of ​ ​ ​ ​ Unrealized (in thousands, except number of securities) ​ Fair Value ​ Losses ​ Fair Value ​ Losses ​ Securities ​ Fair Value ​ Losses Available-for-sale: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. GSE residential mortgage-backed securities ​ $ — ​ $ — ​ $ 142 ​ $ ( 180 ) ​ 5 ​ $ 142 ​ $ ( 180 ) Corporate bonds ​ ​ 1,080 ​ ​ ( 120 ) ​ ​ 9,667 ​ ​ ( 1,833 ) ​ 7 ​ ​ 10,747 ​ ​ ( 1,953 ) Total available-for-sale ​ $ 1,080 ​ $ ( 120 ) ​ $ 9,809 ​ $ ( 2,013 ) ​ 12 ​ $ 10,889 ​ $ ( 2,133 ) ​ There was no other than temporary impairment loss recognized on any securities during the year ended September 30, 2023. Assessment of Available for Sale Debt Securities for Credit Risk ​ Management assesses the decline in fair value of investment securities periodically. Unrealized losses on debt securities may occur from current market conditions, increases in interest rates since the time of purchase, a structural change in an investment, volatility of earnings of a specific issuer, or deterioration in credit quality of the issuer. Management evaluates both qualitative and quantitative factors to assess whether an impairment exists. The following is a discussion of the credit quality characteristics of portfolio segments carrying unrealized losses at December 31, 2024 and 2023. ​ Obligations of U.S. Government agencies and sponsored entities The mortgage-backed securities held by the Company were issued by U.S government-sponsored entities and agencies. The decline in fair value is attributable to changes in interest rates and illiquidity, and not credit quality. The Company does not have the intent to sell these mortgage-backed securities and it is likely that it will not be required to sell the securities before their anticipated recovery. The Company considers these securities to carry zero loss estimates and no allowance for credit losses was recorded at December 31, 2024 and 2023. ​ Corporate bonds The Company’s corporate bond portfolio is comprised of subordinated debt issues of community and regional banks. Management considers the credit quality of each individual investment. Management reviewed the collectability of these investments, considering such factors as the financial condition of the issuers, reported regulatory capital ratios, and credit ratings, when available, and other factors. All corporate bond debt securities continue to accrue interest and make payments as expected with no defaults or deferrals on the part of the issuers. The Company considers the potential credit risk of the issuers to be immaterial and has no t allocated an allowance for credit losses on its corporate bond portfolio as of December 31, 2024 and 2023. ​ Collateralized loan obligations (“CLO”) The Company’s CLO portfolio is comprised of an actively managed portfolio of senior secured Class A Notes. Management considers the credit quality of each individual investment. Management reviewed the collectability of these investments, taking into account such factors as the financial condition of the issuers and credit ratings, when available and other factors. All CLO securities continue to accrue interest and make payments as expected with no defaults or deferrals on the part of the issuers. The Company considers the potential credit risk of the issuers to be immaterial and has no t allocated an allowance for credit losses on its CLO portfolio as of December 31, 2023. ​ ​ 84 Table of Contents Note 3. Loans The following table sets forth the major classifications of loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ September 30, (in thousands) 2024 ​ 2023 2023 ​ ​ ​ ​ ​ Residential real estate $ 729,254 ​ $ 714,843 ​ $ 657,332 Multi-family 550,570 ​ 572,849 ​ 578,895 Commercial real estate 522,805 ​ 548,012 ​ 537,314 Commercial and industrial 168,909 ​ 107,912 ​ 87,575 Construction and land development 13,483 ​ 13,170 ​ 13,021 Consumer 503 ​ 413 ​ 425 Total loans 1,985,524 ​ 1,957,199 ​ 1,874,562 Allowance for credit losses ( 22,779 ) ​ ( 19,658 ) ​ ( 14,686 ) Total loans, net $ 1,962,745 ​ $ 1,937,541 ​ $ 1,859,876 ​ The Company had $ 11.0 million and $ 8.9 million of SBA loans held for sale at December 31, 2024 and 2023, respectively. The Company had $ 1.4 million of residential real estate loans held for sale at December 31, 2024 and none at December 31, 2023. SBA loans of $ 1.0 million and $ 4.9 million included in commercial real estate and C&I loans, respectively, in the table above were sold as of September 30, 2023 and settled in early October 2023. As of December 31, 2024 and 2023 and September 30, 2023, the Company was servicing approximately $ 338.8 million, $ 262.8 million and $ 255.7 million, respectively, of loans for others. In the years ended December 31, 2024 and September 30, 2023, the Company sold approximately $ 159.1 million and $ 51.8 million, respectively, of loans and recognized gains on the sales of loans of $ 10.9 million and $ 4.1 million, respectively. For the three months ended December 31, 2023, the Company sold loans totaling approximately $ 29.7 million recognizing net gains of $ 2.3 million. The Company continuously monitors the credit quality of its loan receivables. Credit quality is monitored by reviewing certain credit quality indicators. Management has determined that internally assigned credit risk ratings by loan segment are the key credit quality indicators that best assist management in monitoring the credit quality of the Company’s loan receivables. The Company has adopted a credit risk rating system as part of the risk assessment of its loan portfolio. The Company’s lending officers are required to assign a credit risk rating to each loan in their portfolio at origination. When the lender learns of important financial developments, the risk rating is reviewed and adjusted if necessary. In addition, the Company engages a third-party independent loan reviewer that performs semi-annual reviews of a sample of loans, validating the credit risk ratings assigned to such loans. The credit risk ratings play an important role in the establishment of the credit loss provision and to confirm the adequacy of the allowance for credit losses. The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes commercial loans individually by classifying the loans as to credit risk. The Company uses the following definitions for risk ratings: Special Mention: The loan has potential weaknesses that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of repayment prospects for the asset or in the Company’s credit position at some future date. Substandard: The loan is inadequately protected by current sound worth and paying capacity of the obligor or collateral pledged, if any. Loans classified as Substandard must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. 85 Table of Contents Doubtful: The loan has all the weaknesses inherent in one classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing factors, conditions, and values, highly questionable and improbable. Loans not meeting the criteria above are considered to be pass rated loans. The following table summarizes the Company’s loans by year of origination and internally assigned credit risk at December 31, 2024 and gross charge-offs for the year ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revolving ​ ​ ​ ​ ​ Term Loans Amortized Cost by Origination Year ​ Revolving ​ Loans to ​ ​ ​ (in thousands) ​ 2024    2023 2022 2021 ​ 2020 Prior Loans ​ Term Loans Total Residential real estate (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 81,599 ​ $ 180,498 ​ $ 193,204 ​ $ 58,694 ​ $ 33,539 ​ $ 143,580 ​ $ — ​ $ 25,004 ​ $ 716,118 Special Mention ​ ​ 407 ​ ​ 877 ​ ​ 585 ​ ​ 1,199 ​ ​ 2,110 ​ ​ 768 ​ ​ — ​ ​ — ​ ​ 5,946 Substandard ​ ​ — ​ ​ 514 ​ ​ 679 ​ ​ 589 ​ ​ — ​ ​ 3,467 ​ ​ — ​ ​ 1,418 ​ ​ 6,667 Total Residential real estate ​ ​ 82,006 ​ ​ 181,889 ​ ​ 194,468 ​ ​ 60,482 ​ ​ 35,649 ​ ​ 147,815 ​ ​ — ​ ​ 26,422 ​ ​ 728,731 Current period gross charge-offs ​ $ — ​ $ 129 ​ $ — ​ $ — ​ $ 128 ​ $ 23 ​ $ — ​ $ — ​ $ 280 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Multi-family ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ ​ 2,814 ​ ​ 3,393 ​ ​ 292,430 ​ ​ 159,094 ​ ​ 35,368 ​ ​ 56,158 ​ ​ — ​ ​ — ​ ​ 549,257 Special Mention ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 450 ​ ​ — ​ ​ — ​ ​ 450 Substandard ​ ​ — ​ ​ — ​ ​ — ​ ​ 863 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 863 Total Multi-family ​ ​ 2,814 ​ ​ 3,393 ​ ​ 292,430 ​ ​ 159,957 ​ ​ 35,368 ​ ​ 56,608 ​ ​ — ​ ​ — ​ ​ 550,570 Current period gross charge-offs ​ ​ — ​ ​ — ​ ​ — ​ ​ 368 ​ ​ 397 ​ ​ — ​ ​ — ​ ​ — ​ ​ 765 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial real estate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ ​ 50,579 ​ ​ 78,564 ​ ​ 173,301 ​ ​ 78,044 ​ ​ 21,870 ​ ​ 104,957 ​ ​ — ​ ​ — ​ ​ 507,315 Special Mention ​ ​ — ​ ​ 911 ​ ​ 1,709 ​ ​ 3,866 ​ ​ 399 ​ ​ 1,298 ​ ​ — ​ ​ — ​ ​ 8,183 Substandard ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,790 ​ ​ 483 ​ ​ 4,034 ​ ​ — ​ ​ — ​ ​ 7,307 Total Commercial real estate ​ ​ 50,579 ​ ​ 79,475 ​ ​ 175,010 ​ ​ 84,700 ​ ​ 22,752 ​ ​ 110,289 ​ ​ — ​ ​ — ​ ​ 522,805 Current period gross charge-offs ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 30 ​ ​ — ​ ​ — ​ ​ 30 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial and industrial ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ ​ 68,836 ​ ​ 73,744 ​ ​ 8,834 ​ ​ 6,022 ​ ​ 1,375 ​ ​ 2,496 ​ ​ — ​ ​ — ​ ​ 161,307 Special Mention ​ ​ 236 ​ ​ 251 ​ ​ — ​ ​ 544 ​ ​ 805 ​ ​ 416 ​ ​ — ​ ​ — ​ ​ 2,252 Substandard ​ ​ 42 ​ ​ 815 ​ ​ 2,500 ​ ​ 1,261 ​ ​ 249 ​ ​ 483 ​ ​ — ​ ​ — ​ ​ 5,350 Total Commercial and industrial ​ ​ 69,114 ​ ​ 74,810 ​ ​ 11,334 ​ ​ 7,827 ​ ​ 2,429 ​ ​ 3,395 ​ ​ — ​ ​ — ​ ​ 168,909 Current period gross charge-offs ​ ​ 128 ​ ​ 302 ​ ​ — ​ ​ — ​ ​ 52 ​ ​ 90 ​ ​ — ​ ​ — ​ ​ 572 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Construction and land development ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ ​ 921 ​ ​ 3,288 ​ ​ — ​ ​ 5,473 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 9,682 Special Mention ​ ​ — ​ ​ — ​ ​ — ​ ​ 3,801 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 3,801 Substandard ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total Construction and land development ​ ​ 921 ​ ​ 3,288 ​ ​ — ​ ​ 9,274 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 13,483 Current period gross charge-offs ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ ​ 138 ​ ​ 292 ​ ​ 73 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 503 Special Mention ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Substandard ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total Consumer ​ ​ 138 ​ ​ 292 ​ ​ 73 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 503 Current period gross charge-offs ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Loans ​ $ 205,572 ​ $ 343,147 ​ $ 673,315 ​ $ 322,240 ​ $ 96,198 ​ $ 318,107 ​ $ — ​ $ 26,422 ​ $ 1,985,001 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross charge-offs ​ $ 128 ​ $ 431 ​ $ — ​ $ 368 ​ $ 577 ​ $ 143 ​ $ — ​ $ — ​ $ 1,647 (1) Certain fixed rate residential mortgage loans are included in a fair value hedging relationship. The amortized cost excludes a contra asset of $ 523,000 related to basis adjustments for loans in the closed portfolio under the portfolio layer method at December 31, 2024. These basis adjustments would be allocated to the amortized cost of specific loans within the pool if the hedge was de-designated. See “Note 9 – Derivates” for more information on the fair value hedge. ​ 86 Table of Contents The following table summarizes the Company’s loans by year of origination and internally assigned credit risk at December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revolving ​ ​ ​ ​ ​ Term Loans Amortized Cost by Origination Year ​ Revolving ​ Loans to ​ ​ ​ (in thousands) ​ 2023    2022 2021 2020 ​ 2019 Prior Loans ​ Term Loans Total Residential real estate (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 191,238 ​ $ 207,166 ​ $ 64,906 ​ $ 39,772 ​ $ 79,581 ​ $ 98,150 ​ $ — ​ $ 24,975 ​ $ 705,788 Special Mention ​ ​ — ​ ​ — ​ ​ — ​ ​ 522 ​ ​ 230 ​ ​ — ​ ​ — ​ ​ — ​ ​ 752 Substandard ​ ​ — ​ ​ 740 ​ ​ — ​ ​ 676 ​ ​ 4,185 ​ ​ 927 ​ ​ — ​ ​ 656 ​ ​ 7,184 Total Residential real estate ​ ​ 191,238 ​ ​ 207,906 ​ ​ 64,906 ​ ​ 40,970 ​ ​ 83,996 ​ ​ 99,077 ​ ​ — ​ ​ 25,631 ​ ​ 713,724 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Multi-family ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ ​ 3,533 ​ ​ 299,217 ​ ​ 162,678 ​ ​ 36,592 ​ ​ 10,854 ​ ​ 56,601 ​ ​ — ​ ​ — ​ ​ 569,475 Special Mention ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Substandard ​ ​ — ​ ​ — ​ ​ 1,580 ​ ​ 1,794 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 3,374 Total Multi-family ​ ​ 3,533 ​ ​ 299,217 ​ ​ 164,258 ​ ​ 38,386 ​ ​ 10,854 ​ ​ 56,601 ​ ​ — ​ ​ — ​ ​ 572,849 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial real estate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ ​ 86,834 ​ ​ 187,570 ​ ​ 80,761 ​ ​ 26,300 ​ ​ 42,476 ​ ​ 95,265 ​ ​ — ​ ​ — ​ ​ 519,206 Special Mention ​ ​ — ​ ​ 1,852 ​ ​ 8,433 ​ ​ 293 ​ ​ 3,647 ​ ​ 6,427 ​ ​ — ​ ​ — ​ ​ 20,652 Substandard ​ ​ — ​ ​ — ​ ​ — ​ ​ 199 ​ ​ 6,826 ​ ​ 1,129 ​ ​ — ​ ​ — ​ ​ 8,154 Total Commercial real estate ​ ​ 86,834 ​ ​ 189,422 ​ ​ 89,194 ​ ​ 26,792 ​ ​ 52,949 ​ ​ 102,821 ​ ​ — ​ ​ — ​ ​ 548,012 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial and industrial ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ ​ 74,352 ​ ​ 11,392 ​ ​ 10,015 ​ ​ 4,407 ​ ​ 126 ​ ​ 5,274 ​ ​ — ​ ​ — ​ ​ 105,566 Special Mention ​ ​ — ​ ​ — ​ ​ 913 ​ ​ — ​ ​ — ​ ​ 540 ​ ​ — ​ ​ — ​ ​ 1,453 Substandard ​ ​ — ​ ​ — ​ ​ 266 ​ ​ 35 ​ ​ 145 ​ ​ 447 ​ ​ — ​ ​ — ​ ​ 893 Total Commercial and industrial ​ ​ 74,352 ​ ​ 11,392 ​ ​ 11,194 ​ ​ 4,442 ​ ​ 271 ​ ​ 6,261 ​ ​ — ​ ​ — ​ ​ 107,912 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Construction and land development ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ ​ 904 ​ ​ 3,613 ​ ​ 8,653 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 13,170 Special Mention ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Substandard ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total Construction and land development ​ ​ 904 ​ ​ 3,613 ​ ​ 8,653 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 13,170 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ ​ 326 ​ ​ 87 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 413 Special Mention ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Substandard ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total Consumer ​ ​ 326 ​ ​ 87 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 413 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Loans ​ $ 357,187 ​ $ 711,637 ​ $ 338,205 ​ $ 110,590 ​ $ 148,070 ​ $ 264,760 ​ $ — ​ $ 25,631 ​ $ 1,956,080 (1) Certain fixed rate residential mortgage loans are included in a fair value hedging relationship. The amortized cost excludes a contra asset of $ 1,119,000 related to basis adjustments for loans in the closed portfolio under the portfolio layer method at December 31, 2023. These basis adjustments would be allocated to the amortized cost of specific loans within the pool if the hedge was de-designated. See “Note 9 – Derivates” for more information on the fair value hedge. ​ 87 Table of Contents The following table presents loans categorized by class and internally assigned risk grades at September 30, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 ​ ​ ​ Special ​ ​ ​ ​ ​ ​ (in thousands) ​ Pass ​ Mention ​ Substandard ​ Doubtful ​ Total Residential real estate ​ $ 648,012 ​ $ 756 ​ $ 8,564 ​ $ — ​ $ 657,332 Multi-family ​ 576,443 ​ — ​ 2,452 ​ — ​ 578,895 Commercial real estate ​ 518,508 ​ 9,444 ​ 9,362 ​ — ​ 537,314 Commercial and industrial ​ 86,110 ​ 540 ​ 925 ​ — ​ 87,575 Construction and land development ​ 13,021 ​ — ​ — ​ — ​ 13,021 Consumer ​ 425 ​ — ​ — ​ — ​ 425 Total ​ $ 1,842,519 ​ $ 10,740 ​ $ 21,303 ​ $ — ​ $ 1,874,562 ​ Allowance for Credit Losses on Unfunded Commitments The Company has recorded an ACL for unfunded credit commitments, which is recorded in other liabilities. The provision for credit losses on unfunded commitments is recorded within the provision for credit losses on the Company’s income statement for the year ended December 31, 2024. The following table presents the allowance for credit losses for unfunded commitments for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Fiscal ​ ​ Year Ended ​ December 31, ​ Year Ended ​ ​ December 31, ​ (transition period) ​ September 30, (in thousands) ​ 2024 2023 2023 Balance at beginning of period $ 124 ​ $ 170 ​ $ 170 Provision for credit losses ​ 190 ​ ( 46 ) ​ — Balance at end of period ​ $ 314 ​ $ 124 ​ $ 170 ​ The following table presents the amortized cost basis of loans on nonaccrual status and loans past due over 89 days still accruing as of December 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ Nonaccrual ​ ​ ​ ​ Loans Past ​ With No ​ ​ Due Over ​ ​ Allowance ​ ​ ​ ​ 89 Days (in thousands) ​ for Credit Loss ​ Nonaccrual ​ Still Accruing Residential real estate ​ $ 5,497 ​ $ 5,497 ​ $ — Multi-family ​ 864 ​ 864 ​ — Commercial real estate ​ ​ 5,300 ​ ​ 5,325 ​ ​ — Commercial and industrial ​ ​ 1,567 ​ ​ 4,682 ​ ​ — Construction and land development ​ ​ — ​ ​ — ​ ​ — Consumer ​ ​ — ​ ​ — ​ ​ — Total ​ $ 13,228 ​ $ 16,368 ​ $ — ​ ​ 88 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ Nonaccrual ​ ​ ​ ​ Loans Past ​ ​ With No ​ ​ Due Over ​ ​ Allowance ​ ​ ​ ​ 89 Days (in thousands) ​ for Credit Loss ​ Nonaccrual ​ Still Accruing Residential real estate ​ $ 4,369 ​ $ 4,369 ​ $ — Multi-family ​ 1,794 ​ 3,374 ​ — Commercial real estate ​ ​ 5,976 ​ ​ 6,000 ​ ​ — Commercial and industrial ​ ​ 708 ​ ​ 708 ​ ​ — Construction and land development ​ ​ — ​ ​ — ​ ​ — Consumer ​ ​ — ​ ​ — ​ ​ — Total ​ $ 12,847 ​ $ 14,451 ​ $ — ​ The Company recognized $ 205 thousand, $ 155 thousand and $ 131 thousand of interest income on nonaccrual loans during the year ended December 31, 2024, the three months ended December 31, 2023 and the fiscal year ended September 30, 2023, respectively. Individually Analyzed Loans Effective October 1, 2023, the Company began analyzing loans on an individual basis when management determined that the loan no longer exhibited risk characteristics consistent with the risk characteristics existing in its designed pool of loans, under the Company’s CECL methodology. Loans individually analyzed include certain nonaccrual loans. As of December 31, 2024, the amortized cost basis of individually analyzed loans amounted to $ 16.4 million, of which $ 15.6 million were considered collateral dependent. For collateral dependent loans where foreclosure is probable or the borrower is experiencing financial difficulty and repayment is likely to be substantially provided through the sale or operation of the collateral, the ACL is measured based on the difference between the fair value of the collateral adjusted for sales costs and the amortized cost basis of the loan, at measurement date. Certain assets held as collateral may be exposed to future deterioration in fair value, particularly due to changes in real estate markets or usage. The following tables present the amortized cost basis and related allowance for credit loss of individually analyzed loans considered to be collateral dependent as of December 31,2024 and 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 (in thousands) Amortized Cost Basis Related Allowance ​ ​ ​ ​ ​ ​ ​ Residential real estate (1) ​ $ 5,783 ​ $ — Multi-family (2) ​ ​ 864 ​ ​ — Commercial real estate (2) ​ ​ 5,235 ​ ​ — Commercial and industrial (1) (2) (3) ​ ​ 3,753 ​ ​ 2,500 Total $ 15,635 $ 2,500 (1) Secured by residential real estate (2) Secured by commercial real estate (3) Secured by business assets ​ ​ 89 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 (in thousands) ​ Amortized Cost Basis Related Allowance ​ ​ ​ ​ ​ ​ ​ Residential real estate (1) ​ $ 4,226 ​ $ — Multi-family (2) ​ ​ 3,356 ​ ​ 397 Commercial real estate (2) ​ ​ 5,986 ​ ​ 24 Commercial and industrial (1) ​ ​ 272 ​ ​ — Total $ 13,840 $ 421 (1) Secured by residential real estate (2) Secured by commercial real estate ​ The following table presents information related to impaired loans by portfolio segment as of and for the fiscal year ended September 30,2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 ​ Unpaid ​ ​ ​ ​ Interest Average ​ ​ Principal ​ Recorded ​ Allowance ​ Income ​ Recorded (in thousands) ​ Balance ​ Investment ​ Allocated ​ Recognized ​ Investment With no related allowance recorded: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential real estate $ 7,484 $ 7,477 $ — $ 105 $ 4,243 Multi-family ​ 3,282 ​ 2,452 ​ — ​ 3 ​ 2,489 Commercial real estate ​ 6,118 ​ 6,119 ​ — ​ — ​ 5,761 Commercial and industrial ​ 846 ​ 612 ​ — ​ 23 ​ 431 Total ​ $ 17,730 ​ $ 16,660 ​ $ — ​ $ 131 ​ $ 12,924 ​ ​ Past Due Loans The following tables present the aging of the amortized cost basis in past due loans as of December 31, 2024 and 2023 by class of loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands) ​ 30 - 59 ​ 60 - 89 ​ Greater than ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Days ​ Days ​ 89 Days ​ Total ​ Loans Not ​ ​ December 31, 2024 ​ Past Due Past Due Past Due ​ Past Due Past Due Total Residential real estate ​ $ 5,215 ​ $ 3,362 ​ $ 4,229 ​ $ 12,806 ​ $ 716,448 ​ $ 729,254 Multi-family ​ 1,442 ​ — ​ — ​ 1,442 ​ 549,128 ​ 550,570 Commercial real estate ​ 1,347 ​ — ​ 5,325 ​ 6,672 ​ 516,133 ​ 522,805 Commercial and industrial ​ 2,533 ​ 661 ​ 4,305 ​ 7,499 ​ 161,410 ​ 168,909 Construction and land development ​ — ​ — ​ — ​ — ​ 13,483 ​ 13,483 Consumer ​ — ​ — ​ — ​ — ​ 503 ​ 503 Total ​ $ 10,537 ​ $ 4,023 ​ $ 13,859 ​ $ 28,419 ​ $ 1,957,105 ​ $ 1,985,524 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands) ​ 30 - 59 ​ 60 - 89 ​ Greater than ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Days ​ Days ​ 89 Days ​ Total ​ Loans Not ​ ​ December 31, 2023 ​ Past Due    Past Due Past Due Past Due Past Due Total Residential real estate ​ $ 4,508 ​ $ 2,360 ​ $ 4,369 ​ $ 11,237 ​ $ 703,606 ​ $ 714,843 Multi-family ​ — ​ — ​ 3,374 ​ 3,374 ​ 569,475 ​ 572,849 Commercial real estate ​ 2,666 ​ 3,212 ​ 6,000 ​ 11,878 ​ 536,134 ​ 548,012 Commercial and industrial ​ 755 ​ 555 ​ 211 ​ 1,521 ​ 106,391 ​ 107,912 Construction and land development ​ — ​ — ​ — ​ — ​ 13,170 ​ 13,170 Consumer ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 413 ​ ​ 413 Total ​ $ 7,929 ​ $ 6,127 ​ $ 13,954 ​ $ 28,010 ​ $ 1,929,189 ​ $ 1,957,199 ​ ​ 90 Table of Contents At September 30, 2023, past due and non-accrual loans disaggregated by portfolio segment were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands) ​ Past Due and Non-Accrual ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30 - 59 ​ 60 - 89 ​ Greater than ​ ​ ​ ​ Total past ​ Purchased ​ ​ ​ ​ ​ ​ ​ ​ Days ​ Days ​ 89 Days ​ ​ ​ ​ due and ​ Credit ​ ​ ​ ​ Total September 30, 2023 ​ Past Due Past Due Past Due ​ Non-accrual ​ Non-accrual Impaired (1) Current Loans Residential real estate ​ $ 2,314 ​ $ 668 ​ $ — ​ $ 5,750 ​ $ 8,732 ​ $ — ​ $ 648,600 ​ $ 657,332 Multi-family ​ — ​ — ​ — ​ 2,452 ​ 2,452 ​ — ​ 576,443 ​ 578,895 Commercial real estate ​ 3,765 ​ 858 ​ — ​ 6,119 ​ 10,742 ​ — ​ 526,572 ​ 537,314 Commercial and industrial ​ 1,444 ​ — ​ — ​ 612 ​ 2,056 ​ 128 ​ 85,391 ​ 87,575 Construction and land development ​ — ​ — ​ — ​ — ​ — ​ — ​ 13,021 ​ 13,021 Consumer ​ — ​ — ​ — ​ — ​ — ​ — ​ 425 ​ 425 Total ​ $ 7,523 ​ $ 1,526 ​ $ — ​ $ 14,933 ​ $ 23,982 ​ $ 128 ​ $ 1,850,452 ​ $ 1,874,562 (1) Purchased credit impaired loans at September 30, 2023 were greater than 89 days past due. ​ The Company adopted ASU 2022-02, Financial Instruments-Credit Losses (Topic 326) Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”) on October 1, 2023. The Company may occasionally make modifications to loans where the borrower is considered to be in financial distress. Types of modifications include principal reductions, significant payment delays, term extensions, interest rate reductions or a combination thereof. The amount of principal reduction is charged-off against the allowance for credit losses. The Company did no t have any loans that were both experiencing difficulties and modified during the three months ended December 31, 2023. The Company had six loans that were classified as troubled debt restructurings under the old guidance, with a total recorded investment of $ 1.7 million at September 30, 2023. There were no new troubled debt restructurings recorded for the fiscal year ended September 30, 2023. The following table presents the amortized cost basis of loans at December 31, 2024 that were both experiencing financial difficulty and modified during the year ended December 31, 2024, by class and type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class of ​ ​ Principal ​ Payment ​ ​ ​ ​ Financing ​ (in thousands) ​ Reduction ​ Delay ​ Total ​ Receivable ​ Multi-family ​ $ 864 ​ $ — ​ $ 864 ​ 0.16 % Commercial and industrial ​ ​ — ​ ​ 563 ​ ​ 563 ​ 0.33 ​ Total ​ $ 864 ​ $ 563 ​ $ 1,427 ​ 0.07 % ​ The Company had no commitment to lend additional funds to the borrowers included in the previous table. The Company monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. No such loans that have been modified in the last 12 months were past due. The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the year ended December 31, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ Principal ​ Payment (in thousands) ​ Reduction ​ Delay Multi-family ​ $ 362 ​ $ — Commercial and industrial ​ ​ — ​ ​ 55 ​ ​ 91 Table of Contents Upon the Company’s determination that a modified loan (or a portion of a loan) has subsequently been deemed uncollectible, the loan (or a 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. During the year ended December 31, 2024, no loans that were modified in the last 12 months to borrowers experiencing financial difficulty had a payment default. There were no troubled debt restructurings for which there was a payment default during the fiscal year ended September 30, 2023 for loans that were modified during the twelve-month period prior to default. ​ The following tables present the activity in the allowance by portfolio segment for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ Construction ​ ​ ​ ​ ​ ​ ​ ​ Residential ​ Multi- ​ Commercial ​ and ​ and Land ​ ​ ​ ​ ​ ​ ​ Real Estate Family Real Estate Industrial Development Consumer ​ ​ ​ ​ Loans ​ Loans ​ Loans ​ Loans ​ Loans ​ Loans ​ Total (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for credit losses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 5,001 ​ $ 4,671 ​ $ 8,390 ​ $ 1,419 ​ $ 122 ​ $ 55 ​ $ 19,658 Charge-offs ​ ( 280 ) ​ ( 765 ) ​ ( 30 ) ​ ( 572 ) ​ — ​ ​ — ​ ( 1,647 ) Recoveries ​ — ​ — ​ — ​ 18 ​ — ​ — ​ 18 Provision for credit losses (1) ​ 1,515 ​ 1,378 ​ ( 2,755 ) ​ 4,582 ​ 58 ​ ( 28 ) ​ 4,750 Ending balance ​ $ 6,236 ​ $ 5,284 ​ $ 5,605 ​ $ 5,447 ​ $ 180 ​ $ 27 ​ $ 22,779 (1) Additional provision related to off-balance sheet exposure was a debit of $ 190 thousand for the year ended December 31, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended December 31, 2023 (transition period) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ Construction ​ ​ ​ ​ ​ ​ ​ ​ Residential ​ Multi- ​ Commercial ​ and ​ and Land ​ ​ ​ ​ ​ ​ ​ ​ Real Estate ​ Family ​ Real Estate ​ Industrial ​ Development ​ Consumer ​ ​ ​ ​ Loans Loans Loans Loans Loans Loans Total (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for credit losses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Beginning balance, prior to adoption of ASC 326 ​ $ 4,778 ​ $ 4,206 ​ $ 3,197 ​ $ 2,368 ​ $ 104 ​ $ 33 ​ $ 14,686 Impact of adopting ASC 326 ​ ( 217 ) ​ 169 ​ 5,296 ​ ( 1,201 ) ​ 24 ​ 24 ​ 4,095 Charge-offs ​ — ​ — ​ — ​ — ​ — ​ — ​ — Recoveries ​ — ​ 567 ​ — ​ 110 ​ — ​ — ​ 677 Provision for credit losses ​ 440 ​ ( 271 ) ​ ( 103 ) ​ 142 ​ ( 6 ) ​ ( 2 ) ​ 200 Ending balance ​ $ 5,001 ​ $ 4,671 ​ $ 8,390 ​ $ 1,419 ​ $ 122 ​ $ 55 ​ $ 19,658 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended September 30, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ Construction ​ ​ ​ ​ ​ ​ ​ ​ Residential ​ Multi- ​ Commercial ​ and ​ and Land ​ ​ ​ ​ ​ ​ ​ ​ Real Estate ​ Family ​ Real Estate ​ Industrial ​ Development ​ Consumer ​ ​ ​ ​ Loans Loans Loans Loans Loans Loans Total (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for loan losses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 3,951 ​ $ 4,308 ​ $ 3,707 ​ $ 761 ​ $ 115 ​ $ 2 ​ $ 12,844 Charge-offs ​ — ​ ( 959 ) ​ — ​ ( 734 ) ​ — ​ — ​ ( 1,693 ) Recoveries ​ — ​ — ​ — ​ 103 ​ — ​ — ​ 103 Provision for loan losses ​ 827 ​ 857 ​ ( 510 ) ​ 2,238 ​ ( 11 ) ​ 31 ​ 3,432 Ending balance ​ $ 4,778 ​ $ 4,206 ​ $ 3,197 ​ $ 2,368 ​ $ 104 ​ $ 33 ​ $ 14,686 ​ ​ 92 Table of Contents The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment based on impairment evaluation method as of September 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ Construction ​ ​ ​ ​ ​ ​ ​ ​ Residential ​ Multi- ​ Commercial ​ and ​ ​ and Land ​ ​ ​ ​ ​ ​ (in thousands) Real Estate Family Real Estate Industrial Development Consumer Total Allowance for loan losses: ​ ​ ​ ​ ​ ​ ​ Ending allowance balance attributable to loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Individually evaluated for impairment ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — Collectively evaluated for impairment ​ ​ 4,778 ​ ​ 4,206 ​ ​ 3,197 ​ ​ 2,368 ​ ​ 104 ​ ​ 33 ​ ​ 14,686 Purchased credit-impaired ​ — ​ — ​ — ​ — ​ — ​ — ​ — Total ending allowance balance ​ $ 4,778 ​ $ 4,206 ​ $ 3,197 ​ $ 2,368 ​ $ 104 ​ $ 33 ​ $ 14,686 Loans: ​ ​ ​ ​ ​ ​ ​ Loans individually evaluated for impairment ​ $ 7,477 ​ $ 2,452 ​ $ 6,119 ​ $ 612 ​ $ — ​ $ — ​ $ 16,660 Loans collectively evaluated for impairment ​ ​ 649,855 ​ ​ 576,443 ​ ​ 531,195 ​ ​ 86,835 ​ ​ 13,021 ​ ​ 425 ​ ​ 1,857,774 Purchased credit-impaired ​ — ​ — ​ — ​ 128 ​ — ​ — ​ 128 Total ending loans balance ​ $ 657,332 ​ $ 578,895 ​ $ 537,314 ​ $ 87,575 ​ $ 13,021 ​ $ 425 ​ $ 1,874,562 ​ ​ ​ ​ ​ ​ ​ Note 4. Premises and Equipment The following table details the components of premises and equipment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ September 30, (in thousands) 2024 ​ 2023 2023 Land ​ $ 1,600 ​ $ 1,600 ​ $ 1,600 Buildings and improvements ​ 10,876 ​ ​ 10,868 ​ 10,868 Leasehold improvements ​ 4,248 ​ ​ 4,247 ​ 4,247 Furniture, fixtures and equipment ​ 8,695 ​ ​ 7,784 ​ 7,491 ​ ​ 25,419 ​ ​ 24,499 ​ 24,206 Less: Accumulated depreciation ​ ( 10,082 ) ​ ​ ( 8,613 ) ​ ( 8,149 ) Premises and equipment, net ​ $ 15,337 ​ $ 15,886 ​ $ 16,057 ​ Depreciation was $ 1.8 million and $ 1.6 million for the years ended December 31, 2024 and September 30, 2023, respectively, and $ 0.5 million for the three months ended December 31, 2023. ​ 93 Table of Contents ​ Note 5. Leases Operating Leases The Company enters into leases in the normal course of business primarily for branch locations, back-office operations locations, business development offices, and equipment. The Company’s leases have remaining terms ranging from 1 to 9 years , some of which include renewal or termination options to extend the lease for up to 5 years and some include options to terminate the lease upon notification. The Company’s lease agreements do not contain any material residual value guarantees, restrictions or covenants. The Company has no leases that are subject to sublease agreements. As of December 31, 2024 and 2023 and September 30, 2023, the Company had lease liabilities totaling $ 9.0 million, $ 10.5 million and $ 10.9 million, respectively, and right-of-use assets totaling $ 8.3 million, $ 9.8 million and $ 10.2 million. As of December 31, 2024, the weighted average remaining lease term was 6 years and the weighted average discount rate was 4.4 %. Total lease costs for the year ended December 31, 2024 and September 30, 2023 was $ 2.2 million and $ 2.1 million, respectively, and $ 0.5 million for the three months ended December 31, 2023. Future undiscounted lease payments for operating leases with initial terms of one year or more as of December 31, 2024 are as follows: ​ ​ ​ ​ ​ (dollars in thousands) ​ ​ Years Ending December 31, ​ ​ ​ 2025 ​ $ 2,150 2026 ​ 2,047 2027 ​ 1,472 2028 ​ 1,272 2029 ​ 913 Thereafter ​ 2,544 Total undiscounted lease payments ​ ​ 10,398 Less: imputed interest ​ ​ 1,373 Net lease liability ​ $ 9,025 ​ ​ ​ Note 6. Deposits The following table details the components of deposits: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ September 30, (in thousands) 2024 ​ 2023 2023 Non-interest bearing: ​ ​ ​ ​ ​ ​ ​ ​ ​ Demand ​ $ 211,656 ​ $ 207,781 ​ $ 185,731 Interest-bearing: ​ ​ ​ NOW ​ 692,890 ​ 661,276 ​ 503,704 Money market ​ 503,082 ​ 465,732 ​ 461,057 Savings ​ 48,885 ​ 47,608 ​ 54,502 Time deposits $250,000 and greater ​ 106,350 ​ 107,503 ​ 106,888 Time deposits less than $250,000 ​ 391,420 ​ 414,695 ​ 423,188 Total interest-bearing ​ 1,742,627 ​ 1,696,814 ​ 1,549,339 Total deposits ​ $ 1,954,283 ​ $ 1,904,595 ​ $ 1,735,070 ​ 94 Table of Contents The scheduled maturities of time deposits are as follows: ​ ​ ​ ​ ​ ​ December 31, (in thousands) 2024 2025 ​ $ 481,572 2026 ​ 11,243 2027 ​ 4,074 2028 ​ 168 2029 ​ 464 Thereafter ​ 249 Total ​ $ 497,770 ​ ​ ​ ​ Note 7. Borrowings Federal Home Loan Bank (“FHLB”) Advances ​ At December 31, 2024 and 2023 and September 30, 2023, FHLB term borrowings outstanding were $ 107.8 million, $ 126.7 million and $ 126.7 million, respectively, all of which were fixed rate. ​ There were no FHLB overnight borrowings outstanding at December 31, 2024 and 2023. At September 30, 2023, the Company had FHLB overnight borrowings outstanding of $ 49.0 million at the fixed rate of 5.59 %. ​ The following tables set forth the contractual maturities in the next five years of the balance sheet date and weighted average interest rates of the Company’s fixed rate FHLB advances (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, ​ ​ ​ 2024 ​ ​ ​ ​ ​ ​ Weighted ​ Contractual Maturity Amount Average Rate ​ Overnight ​ $ — ​ — % ​ ​ ​ ​ ​ ​ ​ 2025, rates from 0.56 % to 0.59 % ​ ​ 7,080 ​ 0.58 % 2026, rates from 4.29 % to 4.98 % ​ ​ 40,475 ​ 4.50 % 2027, rates from 4.13 % to 4.74 % ​ ​ 40,250 ​ 4.32 % 2028, rates from 3.99 % to 4.58 % ​ 20,000 4.18 % Total term advances ​ ​ 107,805 ​ 4.11 % Total FHLB advances ​ $ 107,805 4.11 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, ​ ​ ​ 2023 ​ ​ ​ ​ ​ ​ Weighted ​ Contractual Maturity Amount Average Rate ​ Overnight ​ $ — ​ — % ​ ​ ​ ​ ​ ​ ​ 2024, rates from 0.39 % to 2.53 % ​ ​ 18,860 ​ 0.98 % 2025, rates from 0.56 % to 0.59 % ​ ​ 7,080 ​ 0.58 % 2026, rates from 4.29 % to 4.98 % ​ ​ 40,475 ​ 4.50 % 2027, rates from 4.13 % to 4.74 % ​ ​ 40,250 ​ 4.32 % 2028, rates from 3.99 % to 4.58 % ​ 20,000 4.18 % Total term advances ​ 126,665 3.65 % Total FHLB advances ​ $ 126,665 3.65 % ​ ​ 95 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at September 30, ​ ​ ​ 2023 ​ ​ ​ ​ ​ ​ Weighted ​ Contractual Maturity Amount Average Rate ​ Overnight ​ $ 49,000 ​ 5.59 % ​ ​ ​ ​ ​ ​ ​ 2024, rates from 0.39 % to 2.53 % ​ ​ 18,860 ​ 0.98 % 2025, rates from 0.56 % to 0.59 % ​ ​ 7,080 ​ 0.58 % 2026, rates from 4.29 % to 4.98 % ​ ​ 40,475 ​ 4.50 % 2027, rates from 4.13 % to 4.74 % ​ ​ 40,250 ​ 4.32 % 2028, rates from 3.99 % to 4.58 % ​ 20,000 4.18 % Total term advances ​ 126,665 3.65 % Total FHLB advances ​ $ 175,665 4.19 % ​ ​ Each advance is payable at its maturity date, with a prepayment penalty for fixed rate advances. The advances were collateralized by residential and commercial mortgage loans under a blanket lien arrangement at December 31, 2024 and 2023 and September 30, 2023. Based on this collateral and the Company’s holdings of FHLB stock, the Company was eligible to borrow up to an additional total of $ 97.9 million, $ 187.1 million and $ 291.2 million at December 31, 2024 and 2023 and September 30, 2023, respectively. Federal Reserve Borrowings At December 31, 2024 and 2023 and September 30, 2023, the Company’s borrowings from the Federal Reserve’s Paycheck Protection Program Liquidity Facility (“PPPLF”) were $ 0 , $ 2.3 million and $ 4.1 million, respectively. The borrowings had a rate of 0.35 % and the maturity date equaled the maturity date of the underlying PPP loan pledged to secure the extension of credit. The Company also pledges residential and commercial loans and investments to the Federal Reserve Bank of New York’s Discount Window. Based on this collateral, the Company was eligible to borrow up to $ 247.2 million and $ 33.6 million as of December 31, 2024 and 2023, respectively. The Company did no t have any outstanding borrowings against this line as of December 31, 2024 and 2023. Correspondent Bank Borrowings At December 31, 2024, approximately $ 92 million in unsecured lines of credit extended by correspondent banks were available to be utilized for short-term funding purposes. No borrowings were outstanding under lines of credit with correspondent banks at December 31, 2024 and 2023 and September 30, 2023. ​ Note 8. Subordinated Debentures In October 2020, the Company completed the private placement of $ 25.0 million in aggregate principal amount of fixed-to-floating rate subordinated notes due 2030 (the “Notes”) to certain qualified institutional buyers and accredited investors. The Notes bear interest, payable semi-annually, at the rate of 5.00 % per annum, until October 15, 2025. From and including October 15, 2025 through maturity, the interest rate applicable to the outstanding principal amount due will reset quarterly to the then current three-month Secured Overnight Financing Rate (“ SOFR ”) plus 487.4 basis points. The Company may, at its option, beginning with the interest payment date of October 15, 2025, but not generally prior thereto, and on any scheduled interest payment date thereafter, redeem the Notes, in whole or in part, subject to the receipt of any required regulatory approval. The Notes are not subject to redemption at the option of the holder. The portion of the proceeds of these subordinated notes contributed to the Bank are included as a component of the Bank’s Tier 1 capital for regulatory reporting. ​ 96 Table of Contents At December 31, 2024 and 2023 and September 30, 2023, the unamortized issuance costs of the Notes were $ 0.3 million, $ 0.4 million and $ 0.4 million, respectively. For each of the years ended December 31, 2024 and September 30, 2023, $ 0.1 million of issuance costs were recorded in interest expense. For the three months ended December 31, 2023, $ 14 thousand of issuance costs were recorded in interest expense. The Notes are presented net of unamortized issuance costs in the Company’s Consolidated Statements of Financial Condition. ​ ​ Note 9. Derivatives As part of its asset liability management, the Company utilizes interest rate swap agreements to help manage its interest rate risk position. The notional amount of the interest rate swap does not represent the amount exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate swap agreements. The following sets forth information regarding the Company’s derivative financial instruments as of the dates indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets Liabilities ​ ​ Notional ​ ​ ​ Notional ​ ​ (in thousands) ​ Amount ​ Fair Value (1) ​ Amount ​ Fair Value (1) December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flow hedges: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest rate swaps (Brokered Certificates of Deposit) ​ $ 25,000 $ 68 ​ $ 50,000 $ ( 451 ) Fair value hedges: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest rate swaps (Loans) ​ ​ — ​ ​ — ​ ​ 50,000 ​ ​ ( 476 ) Total $ 25,000 $ 68 ​ $ 100,000 $ ( 927 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flow hedges: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest rate swaps (Brokered Certificates of Deposit) ​ $ — $ — ​ $ 75,000 $ ( 1,256 ) Fair value hedges: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest rate swaps (Loans) ​ ​ — ​ ​ — ​ ​ 50,000 ​ ​ ( 1,105 ) Total $ — $ — ​ $ 125,000 $ ( 2,361 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flow hedges: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest rate swaps (Brokered Certificates of Deposit) ​ $ 75,000 $ 445 ​ $ — $ — Fair value hedges: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest rate swaps (Loans) ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total $ 75,000 $ 445 ​ $ — $ — (1) Derivatives in a positive position are recorded as “Other assets” and derivatives in a negative position are recorded as “Other liabilities” in the Consolidated Statements of Financial Condition. Cash Flow Hedges of Interest Rate Risk Interest rate swaps with notional amounts totaling $ 75.0 million as of December 31, 2024 and 2023 and September 30, 2023, were designated as cash flow hedges of certain Brokered Certificates of Deposit. The swaps were determined to be fully effective during the periods presented and therefore no amount of ineffectiveness has been included in net income. The aggregate fair value of the swaps is recorded in other assets/(other liabilities) with changes in fair value recorded in other comprehensive income (loss). The amount included in accumulated other comprehensive income (loss) would be reclassified to current earnings should the hedges no longer be considered effective. The Company expects the hedges to remain fully effective during the remaining term of the swaps. 97 Table of Contents The following table presents the net gains (losses) recorded in accumulated other comprehensive income and the consolidated statements of income relating to the cash flow derivative instruments for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Fiscal ​ ​ Year Ended ​ December 31, ​ Year Ended ​ ​ December 31, ​ (transition period) ​ September 30, (in thousands) ​ 2024 2023 2023 Gain (loss) recognized in other comprehensive income $ 685 ​ $ ( 1,332 ) ​ $ 348 Gain recognized in interest expense ​ 622 ​ 187 ​ 104 ​ Fair Value Hedges of Interest Rate Risk On November 1, 2023, the Company entered into a three year interest rate swap with a notional amount totaling $ 50 million which was designated as a fair value hedge of certain fixed rate residential mortgages. The Company pays a fixed rate of 4.56 % and receives a floating rate based on SOFR for the life of the agreement without an exchange of the underlying notional amount. The hedge was determined to be effective during the year ended December 31, 2024 and the Company expects the hedge to remain effective during the remaining term of the swap. The gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk is recognized in interest income. The following table presents the effects of the Company’s derivative instruments designated as fair value hedges on the Consolidated Statements of Income for the year ended December 31, 2024 and the three months ended December 31, 2023 (transition period). There were no fair value hedges for the year ended September 30, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Fiscal ​ ​ Year Ended ​ December 31, ​ Year Ended ​ ​ December 31, ​ (transition period) ​ September 30, (in thousands) ​ 2024 2023 2023 Net gain on hedged items recorded in interest income on loans $ 33 ​ $ 14 ​ $ — Gain on hedge recorded in interest income on loans ​ 299 ​ 64 ​ — ​ ​ The following amounts were recorded on the Statement of Financial Condition related to cumulative basis adjustment for fair value hedges as of the dates indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ September 30, (in thousands) 2024 2023 2023 Loans receivable: ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying amount of the hedged assets (1) ​ $ 50,000 ​ $ 50,000 ​ $ — Fair value hedging adjustment included in the carrying amount of the hedged assets ​ 523 ​ 1,119 ​ — (1) This amount includes the amortized cost basis of the closed portfolios of loans receivable used to designate hedging relationships in which the hedged item is the stated amount of assets in the closed portfolios anticipated to be outstanding for the designated hedge period. At December 31, 2024 and 2023, the amortized cost basis of the closed portfolios used in the hedging relationships were $ 379.3 million and $ 410.3 million, respectively. The cumulative basis adjustments associated with these hedging relationships were $ 0.5 million and $ 1.1 million, respectively, and the amounts of the designated hedged items were $ 50.0 million and $ 50.0 million, respectively. Credit-Risk-Related Contingent Features The Company has minimum collateral posting thresholds with certain of its derivative counterparties. If the termination value of derivatives is a net liability position, the Company is required to post collateral against its obligations under the agreements. However, if the termination value of derivatives is a net asset position, the counterparty is required to post collateral to the Company. At December 31, 2024 and 2023, the Company posted $ 0.7 million and $ 2.2 million, respectively, in collateral to its counterparties in a net liability position. At September 30, 2023, the Company received $ 0.7 million in collateral from its counterparties under the agreements in a net asset position. 98 Table of Contents ​ Note 10. Goodwill and Other Intangible Assets FASB ASC 350, Intangibles - Goodwill and Other , requires a company to perform an impairment test on goodwill annually, or more frequently if events or changes in circumstance indicate that the asset might be impaired, by comparing the fair value of such goodwill to its recorded or carrying amount. If the carrying amount of goodwill exceeds the fair value, an impairment charge must be recorded in an amount equal to the excess. The following table presents activity for goodwill and other intangible assets, which consist of core deposit intangibles: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ September 30, (in thousands) 2024 ​ 2023 2023 Goodwill at beginning of period ​ $ 19,168 ​ $ 19,168 ​ $ 19,168 Acquisition ​ — ​ — ​ — Measurement period adjustment for previous acquisition ​ — ​ — ​ — Goodwill at end of period ​ $ 19,168 ​ $ 19,168 ​ $ 19,168 Other intangible assets at beginning of period ​ $ 311 ​ $ 327 ​ $ 399 Acquisition ​ — ​ — ​ — Amortization ​ ( 61 ) ​ ( 16 ) ​ ( 72 ) Other intangible assets at end of period ​ $ 250 ​ $ 311 ​ $ 327 ​ The Company has identified the reporting unit for purposes of testing goodwill for impairment, the Bank, which is a component of the operating segment. In assessing impairment, the Company has the option to perform a qualitative analysis to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If, after assessing the totality of such events or circumstances, the Company determines it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then the Company would not be required to perform a quantitative impairment test. The Company elected to perform a quantitative impairment analysis at November 30, 2024. The annual quantitative assessment of goodwill for the reporting unit was performed utilizing a discounted cash flow analysis (“income approach”) and estimates of selected market information (“market approaches”). The income approach measures the fair value of an interest in a business by discounting expected future cash flows to present value. The market approaches take into consideration fair values of comparable companies operating in similar lines of business that are potentially subject to similar economic and environmental factors and could be considered reasonable investment alternatives. The result of the income approach was weighted 50% and the results of the market approaches comprised the remaining 50% in determining the fair value of the reporting unit. The results of the annual quantitative impairment analysis indicated that the fair value exceeded the carrying value of the reporting unit. No impairment charges were required to be recorded in the years ended December 31, 2024 and September 30, 2023 and the three months ended December 31, 2023. The following table presents the gross carrying amount and accumulated amortization for the Company’s other intangible assets, which consist of core deposit intangibles: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ September 30, (in thousands) 2024 ​ 2023 2023 Gross carrying amount ​ $ 517 ​ $ 517 ​ $ 517 Accumulated amortization ​ ( 267 ) ​ ( 206 ) ​ ( 190 ) Net book value ​ $ 250 ​ $ 311 ​ $ 327 ​ 99 Table of Contents At December 31, 2024, the weighted-average remaining life of the Company’s other intangible assets was 3.29 years. The following table presents estimated future amortization expense for other intangible assets: ​ ​ ​ ​ ​ (in thousands) ​ ​ 2025 ​ $ 54 2026 ​ 47 2027 ​ 42 2028 ​ 36 2029 ​ 32 Thereafter ​ 39 Total ​ $ 250 ​ ​ ​ ​ Note 11. Income Taxes The following table details the components of income tax expense (benefit): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Fiscal Year ​ ​ Year Ended ​ December 31, ​ Year Ended ​ ​ December 31, ​ (transition period) ​ September 30, (in thousands) 2024 ​ 2023 2023 Current: ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ 2,565 ​ $ 829 ​ $ 2,997 State ​ 874 ​ 175 ​ 830 Total current ​ 3,439 ​ 1,004 ​ 3,827 Deferred: ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ 578 ​ 262 ​ 1,135 State ​ 111 ​ ( 281 ) ​ 260 Total deferred ​ 689 ​ ( 19 ) ​ 1,395 Change in valuation allowance ​ ( 95 ) ​ 295 ​ ( 199 ) Total income tax expense ​ $ 4,033 ​ $ 1,280 ​ $ 5,023 ​ ​ 100 Table of Contents The following table reflects a reconciliation of reported income tax expense to the amount that would result from applying the federal statutory rate of 21 %: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Three Months Ended December 31, Fiscal Year Ended September 30, ​ ​ 2024 ​ 2023 (transition period) 2023 ​ ​ ​ ​ ​ Percentage ​ ​ ​ ​ Percentage ​ ​ ​ ​ Percentage ​ ​ ​ ​ ​ ​ of Pre-tax ​ ​ ​ ​ of Pre-tax ​ ​ ​ ​ of Pre-tax ​ (in thousands) ​ Amount ​ Earnings ​ Amount ​ Earnings Amount ​ Earnings Federal income tax expense computed by applying the statutory rate to income before income taxes $ 3,439 21.0 % $ 1,059 21.0 % $ 4,239 21.0 % State taxes, net of federal benefit ​ 515 3.2 % ​ ( 204 ) ( 4.0 ) % ​ 705 3.5 % Salaries deduction limitation ​ 29 0.2 % ​ — — % ​ 31 0.2 % Non-deductible expenses ​ ( 107 ) ( 0.7 ) % ​ ( 84 ) ( 1.7 ) % ​ 2 — % Other ​ 252 1.5 % ​ 214 4.2 % ​ 245 1.2 % Change in valuation allowance ​ ( 95 ) ( 0.6 ) % ​ 295 5.9 % ​ ( 199 ) ( 1.0 ) % Income tax expense ​ $ 4,033 24.6 % $ 1,280 25.4 % $ 5,023 24.9 % ​ The following table summarizes the composition of deferred tax assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ September 30, (in thousands) 2024 ​ 2023 2023 Deferred tax assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for credit losses and other contingent liabilities ​ $ 6,814 ​ $ 6,051 ​ $ 4,544 Operating lease liability ​ ​ 2,663 ​ ​ 3,199 ​ ​ 3,334 Net operating loss carryforwards ​ 3,041 ​ 2,791 ​ 2,758 Compensation and related benefit obligations ​ ​ 950 ​ ​ 1,616 ​ ​ 1,278 Accrued SERP ​ 996 ​ 1,072 ​ 1,081 Unrealized loss on securities AFS ​ ​ 294 ​ ​ 407 ​ ​ 463 Unrealized loss on derivatives ​ ​ 100 ​ ​ 273 ​ ​ — Purchase accounting fair value adjustments ​ 183 ​ 268 ​ 379 Organizational costs ​ — ​ — ​ 12 Total deferred tax assets ​ 15,041 ​ 15,677 ​ 13,849 Deferred tax liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred fees and costs ​ ( 6,527 ) ​ ( 5,245 ) ​ ( 4,383 ) Operating lease asset ​ ​ ( 2,460 ) ​ ​ ( 2,983 ) ​ ​ ( 3,118 ) Depreciation ​ ( 919 ) ​ ( 1,188 ) ​ ( 1,354 ) Unrealized gain on derivatives ​ ​ ( 15 ) ​ ​ — ​ ​ ( 97 ) Mortgage servicing rights ​ ( 12 ) ​ ( 13 ) ​ ( 14 ) Other ​ ( 114 ) ​ ( 265 ) ​ ( 149 ) Total deferred tax liabilities ​ ( 10,047 ) ​ ( 9,694 ) ​ ( 9,115 ) Total ​ 4,994 ​ 5,983 ​ 4,734 Valuation allowance ​ ( 3,425 ) ​ ( 3,520 ) ​ ( 3,225 ) Net deferred tax asset ​ $ 1,569 ​ $ 2,463 ​ $ 1,509 ​ ​ 101 Table of Contents The Company does no t have net operating loss carryforwards available for federal income tax purposes as of December 31, 2024. The Company has net operating loss carryforwards available for state income tax purposes of approximately $ 39.9 million. For state purposes, $ 9.2 million expires in 2035 and the remaining balance of $ 30.7 million will begin to expire in 2036. The Company has net operating loss carryforwards for city income tax purposes of approximately $ 9.2 million, of which $ 9.2 million will begin to expire in 2037. The Company has recorded a federal deferred tax asset as, based upon an analysis of the evidence, it is more likely than not that such federal deferred tax asset will be recoverable. In March of 2014, New York State adopted legislation that benefited small community banks with less than $8 billion in average assets. Specifically, this legislation provides for a state and city subtraction modification for which the Company qualifies. This subtraction modification causes the Company to consistently generate net operating losses for New York State and New York City purposes and it will continue to do so for the foreseeable future. Accordingly, the Company has recorded a valuation allowance against the New York State and New York City portions of the deferred tax asset, as it is not more likely than not that such deferred tax assets will be recoverable. Management reassesses the need for a valuation allowance on an annual basis, or more frequently if warranted. The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of the states of Connecticut, Florida, New Jersey, New York and Pennsylvania and the city of New York. The Company is no longer subject to examination by taxing authorities for years before 2020. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination. The Company has unrecorded tax benefits, and the Company does no t expect the total amount of unrecognized income tax benefits to significantly increase in the next twelve months. ​ ​ Note 12. Equity Compensation Plans The Company’s 2021 and 2018 Equity Compensation Plans (the “2021 Plan” and the “2018 Plan”, respectively), provide for the grant of stock-based compensation awards to members of management, including employees and management officials, and members of the Board. Under the 2021 Plan, a total of 427,500 shares of the Company’s common stock or equivalents were approved for issuance, of which 230,966 , 276,127 and 276,127 shares remain available for issuance at December 31, 2024 and 2023 and September 30, 2023, respectively. Of the total 346,000 shares of common stock approved for issuance under the 2018 Plan, 2,795 , 11,352 and 21,784 shares remain available for issuance at December 31, 2024 and 2023 and September 30, 2023, respectively. Stock Options Stock options are granted with an exercise price equal to the fair market value of the Company’s common stock at the date of grant, and generally with vesting periods of three years and contractual terms of ten years . All stock options fully vest upon a change in control. The fair value of stock options is estimated on the date of grant using a closed form option valuation (Black-Scholes) model. Expected volatilities are based on historical volatilities of the common stock of the Company’s peers. The Company uses historical data to estimate option exercise and post-vesting termination behavior. Expected terms are based on historical data and represent the periods in which the options are expected to be outstanding. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. There were 99,392 stock options exercised resulting in the net issuance (after netting the value of the exercise price and/or certain tax liabilities) of 39,170 shares of common stock during the year ended December 31, 2024. There were 33,400 and 10,614 stock options exercised during the three months ended December 31, 2023 and the year ended September 30, 2023, respectively. ​ 102 Table of Contents ​ A summary of stock option activity follows (aggregate intrinsic value in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ ​ Average ​ Aggregate ​ Remaining ​ ​ Number of ​ Exercise ​ Intrinsic ​ Contractual ​ Options Price Value Term Outstanding, October 1, 2023 198,333 ​ $ 8.85 ​ $ 1,864 1.19 years Granted — ​ — ​ ​ ​ Exercised ( 33,400 ) ​ 5.04 ​ ​ ​ Forfeited ( 6,000 ) ​ 16.25 ​ ​ ​ Outstanding, December 31, 2023 (1) 158,933 ​ $ 9.37 ​ $ 1,314 1.14 years ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Granted — ​ — ​ ​ ​ Exercised ( 99,392 ) ​ 10.00 ​ ​ ​ Forfeited ( 1,541 ) ​ 16.25 ​ ​ ​ Outstanding, December 31, 2024 (1) 58,000 ​ $ 8.11 ​ $ 835 0.82 years (1) All outstanding options are fully vested and exercisable The following table presents information related to the stock option plan for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Fiscal ​ ​ Year Ended ​ December 31, ​ Year Ended ​ ​ December 31, ​ (transition period) ​ September 30, (in thousands) ​ 2024 2023 2023 Intrinsic value of options exercised $ 736 ​ $ 414 ​ $ 103 Cash received from option exercises ​ 103 ​ 168 ​ 106 Tax benefit from option exercises ​ 229 ​ 145 ​ 36 ​ There was no compensation expense attributable to stock options for the years ended December 31, 2024 and September 30, 2023 and the three months ended December 31, 2023. Restricted Stock Awards During the three months ended December 31, 2023, the year ended December 31, 2024 and the fiscal year ended September 30, 2023, restricted stock awards of 14,000 shares, 59,911 shares and 50,580 shares, respectively, were granted with a five-year vesting period. Compensation expense is recognized over the vesting period of the awards based on the fair value of the stock at issue date. 103 Table of Contents A summary of restricted stock awards activity follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ ​ Number of ​ Grant Date Fair ​ Shares Value Unvested, October 1, 2023 ​ 245,004 ​ $ 19.71 Granted 14,000 ​ 17.70 Vested ( 2,934 ) ​ 21.49 Forfeited ( 3,568 ) ​ 19.74 Unvested, December 31, 2023 252,502 ​ $ 19.58 ​ ​ ​ ​ ​ ​ Granted 59,911 ​ 17.13 Vested ( 70,017 ) ​ 19.58 Forfeited ( 6,193 ) ​ 19.74 Unvested, December 31, 2024 236,203 ​ $ 18.95 ​ Compensation expense attributable to restricted stock awards was $ 1.4 million and $ 1.7 million for the years ended December 31, 2024 and September 30, 2023, respectively, and $ 0.3 million for the three months ended December 31, 2023. As of December 31, 2024 and 2023 and September 30, 2023, there was $ 3.1 million, $ 3.5 million and $ 3.6 million of total unrealized compensation cost related to unvested restricted stock, expected to be recognized over a weighted-average term of 3.00 years, 3.32 years and 3.41 years, respectively. The total fair value of shares vested during the years ended December 31, 2024 and September 30, 2023 was $ 1.3 million and $ 1.4 million, respectively, and $ 0.1 million during the three months ended December 31, 2023. ​ Restricted Stock Units Long Term Incentive Plan ​ Restricted stock units (“RSU”s) represent an obligation to deliver shares to a grantee at a future date if certain vesting conditions are met. RSUs are subject to a time-based vesting schedule and the satisfaction of performance conditions and are settled in shares of the Company's common stock. RSUs do not provide voting rights and RSUs may accrue dividends from the date of grant. ​ The following table summarizes the unvested performance-based RSU activity for the three months ended December 31, 2023 and the year ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ ​ Number of ​ Grant Date Fair ​ Shares Value Unvested, October 1, 2023 ​ 38,271 ​ $ 19.73 Granted — ​ — Vested — ​ — Forfeited — ​ — Unvested, December 31, 2023 38,271 ​ $ 19.73 ​ ​ ​ ​ ​ ​ Granted — ​ — Vested — ​ — Forfeited — ​ — Unvested, December 31, 2024 38,271 ​ $ 19.73 ​ 104 Table of Contents No RSUs were granted during the three months ended December 31, 2023, the year ended December 31, 2024 and the fiscal year ended September 30, 2023. Performance-based RSUs granted in 2022 cliff vest after three years and are subject to the achievement of the Company's pre-defined performance goals for the three-year period ending December 31, 2024. ​ Compensation expense attributable to RSUs were $ 0.2 million and $ 0.2 million for the years ended December 31, 2024 and September 30, 2023, respectively, and $ 0.1 million for the three months ended December 31, 2023. As of December 31, 2024 and 2023 and September 30, 2023, there was $ 31 thousand, $ 0.3 million and $ 0.3 million of total unrecognized compensation cost related to non-vested RSUs. The cost is expected to be recognized over a weighted-average period of 0.14 years, 1.14 years and 1.39 years, respectively. ​ Note 13. Related Party Transactions The Company has had, and may be expected to have in the future, banking transactions in the ordinary course of business with its executive officers, directors, their immediate families and their affiliated companies (commonly referred to as related parties). Loans to related parties were as follows: ​ ​ ​ ​ ​ (in thousands) ​ Beginning balance, October 1, 2023 $ 2,852 New loans ​ — Repayments ​ ( 19 ) Ending balance, December 31, 2023 ​ ​ 2,833 ​ ​ ​ ​ New loans ​ — Repayments ​ ( 1,029 ) Ending balance, December 31, 2024 ​ $ 1,804 ​ Deposits from principal officers, directors and their affiliates at December 31, 2024 and 2023 and September 30, 2023 were $ 19.3 million, $ 22.6 million and $ 28.5 million, respectively. ​ Note 14. Loan Commitments and Other Related Activities Some financial instruments such as loan commitments, credit lines, letters of credit, and overdraft protection are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-sheet risk of credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment. The contractual amounts of financial instruments with off-balance sheet risk were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ September 30, ​ 2024 ​ 2023 2023 (in thousands) ​ Fixed Rate ​ Variable Rate ​ Fixed Rate ​ Variable Rate ​ Fixed Rate ​ Variable Rate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Standby letters of credit ​ $ 812 ​ $ — ​ $ 3,924 ​ $ — ​ $ 488 ​ $ — Loan commitments outstanding ​ 3,008 ​ 34,596 ​ 250 ​ 54,361 ​ — ​ 42,973 Unused lines of credit ​ 14,415 ​ 78,501 ​ 6,887 ​ 81,883 ​ 4,561 ​ 72,078 ​ Commitments to make loans are generally made for periods of 180 days or less. The fixed rate loan commitments at December 31, 2024 have interest rates ranging from 6.625 % to 7.75 % and maturities ranging from 3 years to 30 years . The fixed rate loan commitment at December 31, 2023 has an interest rate of 7.67 % and a maturity of 5 years . ​ ​ 105 Table of Contents Note 15. Regulatory Matters The Bank is subject to various regulatory capital requirements administered by federal banking agencies. Capital adequacy regulations and, additionally, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet minimum capital requirements can initiate regulatory action. The effects of accumulated other comprehensive income or loss is not included in computing regulatory capital. Management believes as of December 31, 2024, the Bank meets all capital adequacy requirements to which it is subject. In addition to the minimum capital requirements discussed above, the Bank is also required to maintain a capital buffer above the requirements set forth in the capital adequacy regulations. Failure to maintain the required buffer could impair the Bank’s ability to pay dividends to the Company and to pay certain compensation to its executives. Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized or worse, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At December 31, 2024 and 2023 and September 30, 2023, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution’s category. Under a policy of the Federal Reserve applicable to bank holding companies with less than $3.0 billion in consolidated assets, the Company is not subject to consolidated regulatory capital requirements. The following table sets forth the Bank’s actual and required capital amounts (in thousands) and ratios under current regulations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Minimum Capital ​ Minimum to Be Well ​ ​ ​ ​ ​ ​ Adequacy Requirement ​ Capitalized Under ​ ​ ​ ​ Minimum Capital ​ with Capital ​ Prompt Corrective ​ ​ Actual Capital ​ Adequacy Requirement ​ Conservation Buffer ​ Action Provisions ​ Amount Ratio Amount Ratio Amount Ratio Amount Ratio December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total capital to risk-weighted assets ​ $ 220,696 14.58 % $ 121,127 8.00 % $ 158,979 10.50 % $ 151,408 10.00 % Tier 1 capital to risk-weighted assets ​ 201,744 13.32 % 90,845 6.00 % 128,697 8.50 % 121,127 8.00 % Common equity tier 1 capital to risk-weighted assets ​ 201,744 13.32 % 68,134 4.50 % 105,986 7.00 % 98,416 6.50 % Tier 1 capital to average total assets ​ 201,744 9.13 % 88,382 4.00 % N/A N/A ​ 110,478 5.00 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total capital to risk-weighted assets ​ $ 210,071 14.31 % $ 117,472 ​ 8.00 % $ 154,182 10.50 % $ 146,840 10.00 % Tier 1 capital to risk-weighted assets ​ 193,324 13.17 % ​ 88,104 ​ 6.00 % ​ 124,814 8.50 % ​ 117,472 8.00 % Common equity tier 1 capital to risk-weighted assets ​ 193,324 13.17 % ​ 66,078 ​ 4.50 % ​ 102,788 7.00 % ​ 95,446 6.50 % Tier 1 capital to average total assets ​ 193,324 9.08 % ​ 85,131 ​ 4.00 % ​ N/A N/A ​ ​ 106,414 5.00 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total capital to risk-weighted assets ​ $ 205,786 14.60 % $ 112,755 ​ 8.00 % $ 147,991 10.50 % $ 140,944 10.00 % Tier 1 capital to risk-weighted assets ​ 190,928 13.55 % ​ 84,566 ​ 6.00 % ​ 119,802 8.50 % ​ 112,755 8.00 % Common equity tier 1 capital to risk-weighted assets ​ 190,928 13.55 % ​ 63,425 ​ 4.50 % ​ 98,661 7.00 % ​ 91,613 6.50 % Tier 1 capital to average total assets ​ 190,928 9.16 % ​ 83,338 ​ 4.00 % ​ N/A N/A ​ ​ 104,173 5.00 % ​ ​ 106 Table of Contents Dividend restrictions - The Company’s principal source of funds for dividend and debt service payments is dividends received from the Bank. During 2024 the Bank paid $ 5.1 million in cash dividends to the Company. Banking regulations limit the amount of dividends that may be paid without prior approval of regulatory agencies. As of December 31, 2024, the Bank had $ 34.0 million of retained net income available for dividends to the Company, without obtaining regulatory approval, provided that the Bank satisfies the regulatory capital requirements, including the capital conservation buffer, disclosed above. ​ ​ Note 16. Fair Value Measurements FASB ASC No. 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined using quoted market prices. However, in many instances, quoted market prices are not available. In such instances, fair values are determined using appropriate valuation techniques. Various assumptions and observable inputs must be relied upon in applying these techniques. Accordingly, categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. As such, the fair value estimates may not be realized in an immediate transfer of the respective asset or liability. FASB ASC 820-10 also establishes a fair value hierarchy and describes three levels of inputs that may be used to measure fair values. The three levels within the fair value hierarchy are as follows: ● Level 1: Valuation is based upon unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. ● Level 2: Fair value is calculated using significant inputs other than quoted market prices that are directly or indirectly observable for the asset or liability. The valuation may rely on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, rate volatility, prepayment speeds, credit ratings) or inputs that are derived principally or corroborated by market data, by correlation, or other means. ● Level 3: Inputs for determining the fair value of the respective assets or liabilities are not observable. Level 3 valuations are reliant upon pricing models and techniques that require significant management judgment or estimation. 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 Company’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Fair value estimates are based on existing on- and off-balance-sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates. ​ 107 Table of Contents Assets Measured at Fair Value on a Recurring Basis The following table summarizes assets measured at fair value on a recurring basis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ ​ ​ Fair Value Measurements Using: ​ ​ ​ ​ Quoted Prices In ​ ​ ​ Significant ​ ​ Active Markets Significant Other Unobservable ​ ​ Carrying ​ for Identical Assets ​ Observable Inputs ​ Inputs (in thousands) ​ Amount ​ (Level 1) ​ (Level 2) ​ (Level 3) Financial assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Available-for-sale securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury securities ​ $ 20,000 ​ $ — ​ $ 20,000 ​ $ — U.S. GSE residential mortgage-backed securities ​ ​ 10,645 ​ ​ — ​ ​ 10,645 ​ ​ — U.S. GSE commercial mortgage-backed securities ​ ​ 1,503 ​ ​ — ​ ​ 1,503 ​ ​ — Collateralized loan obligations ​ ​ 32,477 ​ ​ — ​ ​ 32,477 ​ ​ — Corporate bonds ​ 19,130 ​ — ​ 19,130 ​ — Loan servicing rights ​ 6,016 ​ — ​ — ​ 6,016 Derivatives ​ ​ 68 ​ ​ — ​ ​ 68 ​ ​ — Total ​ $ 89,839 ​ $ — ​ $ 83,823 ​ $ 6,016 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financial liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Derivatives ​ $ 927 ​ $ — ​ $ 927 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ Fair Value Measurements Using: ​ ​ ​ ​ Quoted Prices In ​ ​ ​ ​ ​ ​ ​ ​ Active Markets ​ ​ ​ Significant ​ ​ for Identical Significant Other Unobservable ​ ​ Carrying ​ Assets ​ Observable Inputs ​ Inputs (In thousands) ​ Amount ​ (Level 1) ​ (Level 2) ​ (Level 3) Financial assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Available-for-sale securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. GSE residential mortgage-backed securities ​ $ 201 ​ $ — ​ $ 201 ​ $ — Collateralized loan obligations ​ ​ 50,266 ​ ​ — ​ ​ 50,266 ​ ​ — Corporate bonds ​ 10,952 ​ — ​ 10,952 ​ — Loan servicing rights ​ ​ 4,668 ​ ​ — ​ ​ — ​ ​ 4,668 Total ​ $ 66,087 ​ $ — ​ $ 61,419 ​ $ 4,668 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financial liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivatives ​ $ 2,361 ​ $ — ​ $ 2,361 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 ​ ​ ​ ​ Fair Value Measurements Using: ​ ​ ​ ​ Quoted Prices In ​ ​ ​ ​ ​ ​ ​ ​ Active Markets ​ ​ ​ Significant ​ ​ for Identical Significant Other Unobservable ​ ​ Carrying ​ Assets ​ Observable Inputs ​ Inputs (In thousands) ​ Amount ​ (Level 1) ​ (Level 2) ​ (Level 3) Financial assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Available-for-sale securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. GSE residential mortgage-backed securities ​ $ 142 ​ $ — ​ $ 142 ​ $ — Corporate bonds ​ 10,747 ​ — ​ 10,747 ​ — Loan servicing rights ​ ​ 4,479 ​ — ​ — ​ 4,479 Derivatives ​ ​ 445 ​ ​ — ​ ​ 445 ​ ​ — Total ​ $ 15,813 ​ $ — ​ $ 11,334 ​ $ 4,479 ​ 108 Table of Contents ​ The fair value for the securities available-for-sale was obtained from an independent broker based upon matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities. The Company has determined these are classified as Level 2 inputs within the fair value hierarchy. Derivatives represent interest rate swaps for which the estimated fair values are based on valuation models using observable market data as of the measurement date resulting in a Level 2 classification. The fair value of mortgage servicing rights are based on a valuation model that calculates the present value of estimated future servicing income. The valuation model utilizes interest rate, prepayment speed, and default rate assumptions that market participants would use in estimating future net servicing income. Fair value of loan servicing rights related to residential mortgage loans at December 31, 2024 was determined based on discounted expected future cash flows using discount rates ranging from 13.0 % to 15.5 %, prepayment speeds ranging from 18.0 % to 19.4 % and a weighted average life ranging from 2.0 to 3.5 years. Fair value at December 31, 2023 was determined based on discounted expected future cash flows using discount rates ranging from 12.4 % to 14.9 %, prepayment speed of 26.25 % and a weighted average life ranging from 1.6 to 2.8 years. Fair value at September 30, 2023 for mortgage servicing rights was determined based on discounted expected future cash flows using discount rates ranging from 12.9 % to 15.4 %, prepayment speed of 26.25 % and a weighted average life ranging from 1.2 to 2.8 years. The fair value of loan servicing rights for SBA loans at December 31, 2024 was determined based on discounted expected future cash flows using discount rates ranging from 5.5 % to 43.4 %, prepayment speeds ranging from 9.3 % to 35.0 % and a weighted average life ranging from 0.8 to 5.1 years. The fair value of loan servicing rights for SBA loans at December 31, 2023 was determined based on discounted expected future cash flows using discount rates ranging from 9.6 % to 41.5 %, prepayment speeds ranging from 8.9 % to 30.2 % and a weighted average life ranging from 1.1 to 5.7 years. The fair value of loan servicing rights for SBA loans at September 30, 2023 was determined based on discounted expected future cash flows using discount rates ranging from 10.1 % to 41.6 %, prepayment speeds ranging from 8.3 % to 29.3 % and a weighted average life ranging from 1.2 to 5.8 years. The Company has determined these are mostly unobservable inputs and considers them Level 3 inputs within the fair value hierarchy. The following table presents the changes in loan servicing rights for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Fiscal ​ ​ Year Ended ​ December 31, ​ Year Ended ​ ​ December 31, ​ (transition period) ​ September 30, (in thousands) ​ 2024 2023 2023 Balance at beginning of period $ 4,668 ​ $ 4,479 ​ $ 4,353 Additions ​ 2,157 ​ 537 ​ 893 Adjustment to fair value ​ ( 809 ) ​ ( 348 ) ​ ( 767 ) Balance at end of period ​ $ 6,016 ​ $ 4,668 ​ $ 4,479 ​ Assets Measured at Fair Value on a Non-recurring Basis There were no assets or liabilities measured at fair value on a non-recurring basis as of December 31, 2024 and September 30, 2023 and for the years then ended. ​ 109 Table of Contents Financial assets measured at fair value on a non-recurring basis as of December 31, 2023 include certain individually evaluated loans reported at fair value of the underlying collateral if repayment is expected solely from the collateral. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ ​ Fair Value Measurements Using: ​ ​ ​ ​ ​ Quoted Prices In ​ ​ ​ ​ Significant ​ ​ ​ Active Markets Significant Other Unobservable ​ ​ Carrying ​ for Identical Assets ​ Observable Inputs ​ Inputs (in thousands) ​ Amount ​ (Level 1) ​ (Level 2) ​ (Level 3) Individually evaluated loans - Multi-family ​ $ 1,180 ​ $ — ​ $ — ​ $ 1,180 ​ The fair value amounts shown in the table above are individually evaluated loans net of reserves allocated to said loans. The total reserves allocated to these loans were $ 397 thousand at December 31, 2023. The table below presents additional quantitative information about level 3 fair value measurements for assets measured at fair value on a non-recurring basis at December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Range December 31, 2023 ​ Fair Value ​ Valuation Technique ​ Unobservable Input ​ (Weighted Average) (Dollar in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Individually evaluated loans - Multi-family ​ $ 1,180 ​ Appraisal of collateral ​ Appraisal and ​ ​ 50.00 % ​ ​ ​ ​ ​ ​ ​ adjustments (1) ​ ​ ( 50.00 %) (1) The appraisal of the underlying collateral property generally includes various significant unobservable inputs (level 3). This was performed by certified general appraisers. Management adjusted the appraisal downward for factors such as the condition of the property and liquidation expenses. The range of other appraisal adjustments and liquidation expenses are shown as a percentage of the appraisal. ​ Financial Instruments Not Measured at Fair Value The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments not carried at fair value at December 31, 2024 and 2023 and September 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ ​ ​ ​ Fair Value Measurements Using: ​ ​ ​ ​ Quoted Prices In ​ ​ ​ ​ ​ ​ ​ ​ Active Markets ​ ​ ​ ​ Significant ​ ​ ​ ​ ​ ​ ​ ​ for Identical ​ Significant Other ​ Unobservable ​ ​ ​ ​ ​ Carrying ​ Assets ​ Observable Inputs ​ Inputs ​ Total Fair (In thousands) ​ Amount ​ (Level 1) ​ (Level 2) ​ (Level 3) ​ Value Financial assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 162,857 ​ $ 162,857 ​ $ — ​ $ — ​ $ 162,857 Securities held-to-maturity ​ 3,758 ​ — ​ 3,609 ​ — ​ 3,609 Loans, net ​ 1,962,745 ​ — ​ — ​ 1,940,452 ​ 1,940,452 Accrued interest receivable ​ 11,849 ​ — ​ 931 ​ 10,918 ​ 11,849 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financial liabilities: ​ ​ ​ ​ ​ Time deposits ​ 497,770 ​ — ​ 498,226 ​ — ​ 498,226 Demand and other deposits ​ 1,456,513 ​ 1,456,513 ​ — ​ — ​ 1,456,513 Borrowings ​ 107,805 ​ — ​ 107,530 ​ — ​ 107,530 Subordinated debentures ​ 24,689 ​ — ​ 30,909 ​ — ​ 30,909 Accrued interest payable ​ 1,532 ​ 5 ​ 1,527 ​ — ​ 1,532 ​ ​ 110 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ ​ Fair Value Measurements Using: ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices In ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Active Markets ​ ​ ​ ​ Significant ​ ​ ​ ​ ​ ​ ​ ​ for Identical ​ Significant Other ​ Unobservable ​ ​ ​ ​ ​ Carrying ​ Assets ​ Observable Inputs ​ Inputs ​ Total Fair (In thousands) ​ Amount ​ (Level 1) ​ (Level 2 ) ​ (Level 3 ) ​ Value Financial assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents $ 177,207 $ 177,207 $ — $ — $ 177,207 Securities held-to-maturity ​ 4,041 ​ — ​ 3,835 ​ — ​ 3,835 Loans, net ​ 1,937,541 ​ — ​ — ​ 1,890,113 ​ 1,890,113 Accrued interest receivable ​ 11,915 ​ — ​ 1,156 ​ 10,759 ​ 11,915 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financial liabilities: ​ ​ ​ ​ ​ Time deposits ​ 522,198 ​ — ​ 520,022 ​ — ​ 520,022 Demand and other deposits ​ 1,382,397 ​ 1,382,397 ​ — ​ — ​ 1,382,397 Borrowings ​ 128,953 ​ — ​ 128,165 ​ — ​ 128,165 Subordinated debentures ​ ​ 24,635 ​ ​ — ​ ​ 26,601 ​ ​ — ​ ​ 26,601 Accrued interest payable ​ 1,724 ​ 161 ​ 1,563 ​ — ​ 1,724 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 ​ ​ ​ ​ ​ Fair Value Measurements Using: ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices In ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Active Markets ​ ​ ​ ​ Significant ​ ​ ​ ​ ​ ​ ​ ​ for Identical ​ Significant Other ​ Unobservable ​ ​ ​ ​ ​ Carrying ​ Assets ​ Observable Inputs ​ Inputs ​ Total Fair (In thousands) ​ Amount ​ (Level 1) ​ (Level 2 ) ​ (Level 3 ) ​ Value Financial assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents $ 192,624 $ 192,624 $ — $ — $ 192,624 Securities held-to-maturity ​ 4,108 ​ — ​ 3,760 ​ — ​ 3,760 Loans, net ​ 1,859,876 ​ — ​ — ​ 1,798,916 ​ 1,798,916 Accrued interest receivable ​ 10,636 ​ — ​ 729 ​ 9,907 ​ 10,636 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financial liabilities: ​ ​ ​ ​ ​ Time deposits ​ 530,076 ​ — ​ 525,198 ​ — ​ 525,198 Demand and other deposits ​ 1,204,994 ​ 1,204,994 ​ — ​ — ​ 1,204,994 Borrowings ​ 179,849 ​ — ​ 176,693 ​ — ​ 176,693 Subordinated debentures ​ ​ 24,621 ​ ​ — ​ ​ 26,355 ​ ​ — ​ ​ 26,355 Accrued interest payable ​ 1,821 ​ 53 ​ 1,768 ​ — ​ 1,821 ​ ​ ​ ​ ​ 111 Table of Contents ​ ​ Note 17. Parent Company Only Condensed Financial Information Condensed parent company only financial statements of Hanover Bancorp, Inc. are as follows: Condensed Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ September 30, (in thousands) 2024 ​ 2023 2023 ASSETS ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and due from banks ​ $ 782 ​ $ 339 ​ $ 729 Investment in Bank ​ 219,675 ​ 208,584 ​ 209,554 Other assets ​ 1,176 ​ 833 ​ 845 Total Assets ​ $ 221,633 ​ $ 209,756 ​ $ 211,128 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS' EQUITY ​ ​ ​ Subordinated debentures ​ $ 24,689 ​ $ 24,635 ​ $ 24,621 Accrued interest payable ​ 260 ​ 260 ​ 573 Accrued expenses and other liabilities ​ 46 ​ 31 ​ 27 Total Liabilities ​ 24,995 ​ 24,926 ​ 25,221 Total Stockholders' Equity ​ 196,638 ​ 184,830 ​ 185,907 Total Liabilities and Stockholders' Equity ​ $ 221,633 ​ $ 209,756 ​ $ 211,128 ​ Condensed Statements of Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Fiscal ​ ​ Year Ended ​ December 31, ​ Year Ended ​ ​ December 31, ​ (transition period) ​ September 30, (in thousands) 2024 ​ 2023 2023 Dividends received from Bank ​ $ 5,150 ​ $ 1,100 ​ $ 5,300 Interest expense ​ ( 1,304 ) ​ ( 326 ) ​ ( 1,304 ) Non-interest expense ​ ( 131 ) ​ ( 43 ) ​ ( 159 ) Income before income taxes and equity in undistributed earnings of the Bank ​ 3,715 ​ 731 ​ 3,837 Income tax benefit ​ 243 ​ 64 ​ 232 Equity in undistributed earnings of the Bank ​ 8,388 ​ 2,968 ​ 11,095 Net income ​ $ 12,346 ​ $ 3,763 ​ $ 15,164 ​ ​ 112 Table of Contents ​ Condensed Statements of Cash Flows ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Fiscal ​ ​ Year Ended ​ December 31, ​ Year Ended ​ ​ December 31, ​ (transition period) ​ September 30, (in thousands) 2024 ​ 2023 2023 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 12,346 ​ $ 3,763 ​ $ 15,164 Adjustments to reconcile net income to net cash used in operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity in undistributed earnings of the Bank ​ ( 8,388 ) ​ ( 2,968 ) ​ ( 11,095 ) Amortization of debt issuance costs ​ 54 ​ 14 ​ 53 (Increase) decrease in other assets ​ ( 343 ) ​ 12 ​ ( 704 ) Decrease in accrued interest payable ​ — ​ ( 313 ) ​ — Net cash provided by operating activities ​ ​ 3,669 ​ ​ 508 ​ ​ 3,418 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercise of stock options, net ​ ( 68 ) ​ 168 ​ 106 Payments related to tax withholding for equity awards ​ ​ ( 198 ) ​ ​ ( 335 ) ​ ​ ( 170 ) Cash dividends paid ​ ​ ( 2,960 ) ​ ​ ( 731 ) ​ ​ ( 2,929 ) Net cash used in financing activities ​ ​ ( 3,226 ) ​ ​ ( 898 ) ​ ​ ( 2,993 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase (decrease) in cash and due from banks ​ ​ 443 ​ ​ ( 390 ) ​ ​ 425 Cash and due from banks, beginning of period ​ 339 ​ 729 ​ 304 Cash and due from banks, end of period ​ $ 782 ​ $ 339 ​ $ 729 ​ ​ 113 Table of Contents ​ Note 18. Earnings Per Share The two-class method is used in the calculation of basic and diluted earnings per share (“EPS”). Under the two-class method, earnings available to common shareholders for the period are allocated between common shareholders and participating securities according to dividends declared and participation rights in undistributed earnings. The restricted stock awards granted by the Company contain non-forfeitable rights to dividends and therefore are considered participating securities. The Company’s basic and diluted EPS calculations are presented in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Fiscal ​ ​ Year Ended ​ December 31, ​ Year Ended ​ ​ December 31, ​ (transition period) ​ September 30, (in thousands, except share and per share data) 2024 ​ 2023 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income available to common stockholders ​ $ 12,346 ​ $ 3,763 ​ $ 15,164 Less: Dividends paid and earnings allocated to participating securities ​ ​ ( 384 ) ​ ​ ( 118 ) ​ ​ ( 561 ) Income attributable to common stock ​ $ 11,962 ​ $ 3,645 ​ $ 14,603 Weighted average common shares outstanding, including participating securities ​ ​ 7,403,758 ​ ​ 7,324,133 ​ ​ 7,319,040 Less: Weighted average participating securities ​ ​ ( 245,599 ) ​ ​ ( 245,685 ) ​ ​ ( 278,211 ) Weighted average common shares outstanding ​ 7,158,159 ​ ​ 7,078,448 ​ 7,040,829 Basic EPS ​ $ 1.67 ​ $ 0.51 ​ $ 2.07 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income attributable to common stock ​ $ 11,962 ​ $ 3,645 ​ $ 14,603 Weighted average common shares outstanding ​ 7,158,159 ​ ​ 7,078,448 ​ 7,040,829 Weighted average common equivalent shares outstanding ​ ​ 28,983 ​ ​ 59,346 ​ ​ 80,118 Weighted average common and equivalent shares outstanding ​ ​ 7,187,142 ​ ​ 7,137,794 ​ ​ 7,120,947 Diluted EPS ​ $ 1.66 ​ $ 0.51 ​ $ 2.05 ​ There were no stock options that were antidilutive at December 31, 2024 and 2023 and September 30, 2023. ​ Note 19. Accumulated Other Comprehensive (Loss) Income The following presents changes in accumulated other comprehensive (loss) income by component, net of tax: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized Gains and ​ Gains and ​ ​ ​ ​ Losses on Available- ​ Losses on ​ ​ ​ ​ for-Sale Debt ​ Cash Flow ​ ​ (in thousands) ​ Securities ​ Hedges ​ Total Balance at January 1, 2024 ​ $ ( 1,466 ) ​ $ ( 984 ) ​ $ ( 2,450 ) Other comprehensive income, before reclassification ​ 455 ​ 685 ​ 1,140 Amount reclassified from accumulated other comprehensive income ​ ​ ( 24 ) ​ ​ — ​ ​ ( 24 ) Net current period other comprehensive income ​ 431 ​ 685 ​ 1,116 Balance at December 31, 2024 ​ $ ( 1,035 ) ​ $ ( 299 ) ​ $ ( 1,334 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized Gains and ​ Gains and ​ ​ ​ ​ Losses on Available- ​ Losses on ​ ​ ​ ​ for-Sale Debt ​ Cash Flow ​ ​ (in thousands) ​ Securities ​ Hedges ​ Total Balance at October 1, 2023 ​ $ ( 1,670 ) ​ $ 348 ​ $ ( 1,322 ) Other comprehensive income (loss), before reclassification ​ 204 ​ ( 1,332 ) ​ ( 1,128 ) Amount reclassified from accumulated other comprehensive income (loss) ​ ​ — ​ ​ — ​ ​ — Net current period other comprehensive income (loss) ​ 204 ​ ( 1,332 ) ​ ( 1,128 ) Balance at December 31, 2023 ​ $ ( 1,466 ) ​ $ ( 984 ) ​ $ ( 2,450 ) 114 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized Gains and ​ Gains and ​ ​ ​ ​ Losses on Available- ​ Losses on ​ ​ ​ ​ for-Sale Debt ​ Cash Flow ​ ​ (in thousands) ​ Securities ​ Hedges ​ Total Balance at October 1, 2022 ​ $ ( 620 ) ​ $ — ​ $ ( 620 ) Other comprehensive (loss) income, before reclassification ​ ( 1,050 ) ​ 348 ​ ( 702 ) Amount reclassified from accumulated other comprehensive loss ​ ​ — ​ ​ — ​ ​ — Net current period other comprehensive (loss) income ​ ( 1,050 ) ​ 348 ​ ( 702 ) Balance at September 30, 2023 ​ $ ( 1,670 ) ​ $ 348 ​ $ ( 1,322 ) ​ ​ The following represents the reclassification out of accumulated other comprehensive (loss) income for the years ended December 31, 2024 and September 30, 2023 and the three months ended December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Fiscal ​ ​ ​ ​ Year Ended ​ December 31, ​ Year Ended ​ ​ ​ ​ December 31, ​ (transition period) ​ September 30, ​ Affected Line Item in Consolidated (in thousands) 2024 ​ 2023 ​ 2023 Statements of Income Unrealized gains and losses on available-for-sale securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Realized gains on securities available-for-sale ​ $ 31 ​ $ — ​ $ — ​ Gain on sale of investment securities available-for-sale, net Tax effect ​ 7 ​ — ​ — Income tax expense Net of tax ​ $ 24 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gains and losses on cash flow hedges ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest rate contracts ​ $ — ​ $ — ​ $ — ​ Interest income (expense) Tax effect ​ ​ — ​ — ​ — ​ Income tax (expense) or benefit Net of tax ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total reclassifications for the period, net of tax ​ $ 24 ​ $ — ​ $ — ​ ​ ​ ​ ​ Note 20. Segment Information The Company’s reportable segment is determined by the Chief Executive Officer, who is the designated chief operating decision maker (the “CODM”). The Chief Executive Officer along with others in the Company’s executive management evaluates performance and allocates resources based upon analysis of the Company as one operating segment or unit. The activities of the Company comprise one reportable segment, "Community Banking." All of the Company’s activities are interrelated, and each activity is dependent and assessed based on the manner in which it supports the other activities of the Company. All the consolidated assets are attributable to the Community Banking segment. The Company provides a range of community banking services, including commercial and consumer lending, personal and business banking, cash management services, and other financial services primarily to individuals, businesses, and municipalities in the New York metropolitan area. The CODM is provided with the Company’s consolidated statements of financial condition and income and evaluates the Company’s operating results based on consolidated net interest income, non-interest income, non-interest expense, and net income, which can be seen on the consolidated statements of income. These results are used to measure the Company against its competitors. Other significant non-cash items assessed by the CODM are depreciation, amortization and provision for credit losses consistent with the reporting on the consolidated statements of cash flows. Expenditures for long-lived assets are also evaluated and are consistent with the reporting on the consolidated statements 115 Table of Contents of cash flows. Strategic plans and budget to actual monitoring are evaluated as one reportable segment. The actual results are used in assessing performance of the segment and in establishing compensation. All revenues are derived from banking operations within the United States, and for the year ended December 31, 2024, the three months ended December 31, 2023 and the fiscal year ended September 30, 2023, there was no customer that accounted for more than 10% of the Company's consolidated revenue. Accounting policies of the Community Banking segment are the same as those described in Note 1. ​ Note 21. Revenue from Contracts with Customers All of the Company’s revenue from contracts with customers in the scope of ASC 606 is recognized within Non-Interest Income. The following table presents the Company’s sources of non-interest income. Items outside the scope of ASC 606 are noted as such. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Fiscal ​ ​ Year Ended ​ December 31, ​ Year Ended ​ ​ December 31, ​ (transition period) ​ September 30, (in thousands) 2024 ​ 2023 2023 Loan servicing and fee income (1) ​ $ 3,690 ​ $ 778 ​ $ 2,709 Service charges on deposit accounts ​ 469 ​ 85 ​ 275 Net gain on sale of loans held-for-sale (1) ​ 10,940 ​ 2,326 ​ 4,093 Net gain on sale of investments available-for-sale (1) ​ 31 ​ — ​ — Other income (2) ​ 209 ​ 65 ​ 1,771 Total non-interest income ​ $ 15,339 ​ $ 3,254 ​ $ 8,848 (1) Not included within the scope of ASC 606 (2) Other income includes merchant card processing fees of $ 48 and $ 47 for the year ended December 31, 2024 and September 30, 2023, respectively, and $ 6 for the three months ended December 31, 2023, which are included in the scope of ASC 606 and loan related fee income, recoveries on acquired loans and miscellaneous income totaling $ 161 and $ 1,724 for the year ended December 31, 2024 and September 30, 2023, respectively, and $ 59 for the three months ended December 31, 2023, which are not included in the scope of ASC 606. The Company settled ongoing litigation and received a settlement payment of $ 975 in the year ended September 30, 2023. A description of the Company’s revenue streams included in the scope of ASC 606 is as follows: Service Char g es on Deposit Accounts: The Company earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Service-based fees, which include services such as ATM use fees, stop payment charges, wire transfers, and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Company fulfills its performance obligation to the customer. Account maintenance fees, which primarily relate to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies its performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on customer accounts are withdrawn from the customer’s account balance. ​ ​ Note 22. Subsequent Events On January 29, 2025 the Company’s Board of Directors declared a quarterly cash dividend of $ 0.10 per share on the Company’s common and preferred stock. The dividend was paid on February 19, 2025 to shareholders of record on February 12, 2025 . ​ ​ ​ ​ ​ 116 Table of Contents Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure None. ​