Kentucky First Federal Bancorp 10-K

Item 9A. Controls and Procedures . (a) Disclosure Controls and Procedures The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. 31 (b) Internal Control Over Financial Reporting Parent Company of First Federal Savings and Loan Association of Hazard and First Federal Savings Bank of Kentucky MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management of Kentucky First Federal Bancorp (the “Company”) is responsible for the preparation, integrity, and fair presentation of the consolidated financial statements included in this annual report. The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and, as such, include some amounts that are based on the best estimates and judgments of management. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. The internal control system is designed to provide reasonable assurance to management and the Board of Directors regarding the reliability of the company’s financial reporting and the preparation and presentation of financial statements for external reporting purposes in conformity with accounting principles generally accepted in the United States of America, as well as to safeguard assets from unauthorized use or disposition. The system of internal control over financial reporting is evaluated for effectiveness by management and tested for reliability through a program of internal audit with actions taken to correct potential deficiencies as they are identified. Because of inherent limitations in any internal control system, no matter how well designed, misstatements due to error or fraud may occur and not be detected, including the possibility of the circumvention or overriding controls. Accordingly, even an effective internal control system can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, internal control effectiveness may vary over time. Management assessed the effectiveness of the company’s internal control over financial reporting as of June 30, 2024, based upon criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission – 2013 (“COSO”). Based on this assessment and on the forgoing criteria, management has concluded that, as of June 30, 2024, the Company’s internal control over financial reporting is effective. This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuers that are not “large accelerated filers” or “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act. /s/ Don D. Jennings /s/ Tyler W. Eades Don D. Jennings Tyler W. Eades Chief Executive Officer Vice President and Chief Financial Officer 32 (c) Changes to Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information . During the three months ended June 30, 2024, no director or officer of the Company adopted or terminated any “Rule 10b5-1 trading arrangement,” or any “non-Rule 10b-5 trading arrangement,” as such terms are defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 33 PART III Item 10. Directors, Executive Officers, and Corporate Governance . Directors The information contained under the section captioned “ Item I – Election of Directors ” in the Company’s definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders (the “Proxy Statement”) is incorporated herein by reference. Executive Officers The information regarding the Company’s executive officers is incorporated herein by reference to “Item I – Election of Directors” in the Proxy Statement. Corporate Governance Information regarding the Company’s Audit Committee and Audit Committee financial expert is incorporated herein by reference to the section captioned “Corporate Governance and Board Matters – Committees of the Board of Directors – Audit Committee” in the Proxy Statement. Compliance with Section 16(a) of the Exchange Act Information regarding compliance with Section 16(a) of the Exchange Act is incorporated by reference to section captioned “Other Information Relating to Directors and Executive Officers – Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement. Disclosure of Code of Ethics Kentucky First has adopted a Code of Ethics and Business Conduct that applies to all of its directors, officers and employees. To obtain a copy of this document at no charge, please write to Kentucky First Federal Bancorp, P.O. Box 535, Frankfort, Kentucky 40602-0535, or call toll-free (888) 818-3372 and ask for Investor Relations. Item 11. Executive Compensation . The information contained under the section captioned “ Executive Compensation ” in the Proxy Statement is incorporated herein by reference. 34 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . (a) Security Ownership of Certain Beneficial Owners. Information required by this item is incorporated herein by reference to the section captioned “ Stock Ownership ” in the Proxy Statement. (b) Security Ownership of Management. Information required by this item is incorporated herein by reference to the section captioned “ Stock Ownership ” in the Proxy Statement. (c) Changes in Control. Management of the Company knows of no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company. (d) Equity Compensation Plans. The following table sets forth certain information with respect to the Company’s equity compensation plans as of June 30, 2024. (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (b) Weighted- average exercise price of outstanding options, warrants and rights (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders — — — Equity compensation plans not approved by security holders — — — Total — — — Item 13. Certain Relationships and Related Transactions, and Director Independence . Certain Relationships and Related Transactions The information required by this item is incorporated herein by reference to the section captioned “ Other Information Relating to Directors and Executive Officers – Transactions with Related Persons ” in the Proxy Statement. Corporate Governance For information regarding director independence, the section captioned, “Corporate Governance and Board Matters – Director Independence” is incorporated herein by reference. Item 14. Principal Accountant Fees and Services . The information required by this item is incorporated herein by reference to the section captioned “Audit Related Matters” in the Proxy Statement. 35 PART IV Item 15. Exhibits and Financial Statement Schedules . (a) List of Documents Filed as Part of This Report (1) Financial Statements . The following consolidated financial statements are incorporated by reference from Item 8 hereof (see Exhibit 13): Report of Independent Registered Public Accounting Firm ( Clark, Schaefer, Hackett & Co. , Cincinnati, Ohio , PCAOB ID 539 ) 22 Report of Independent Registered Public Accounting Firm (FORVIS, LLP, Louisville, KY, PCAOB ID 686) 24 Consolidated Balance Sheets as of June 30, 2024 and 2023 26 Consolidated Statements of Operations for the Years Ended June 30, 2024 and 2023 27 Consolidated Statements of Comprehensive Income for the Years Ended June 30, 2024 and 2023 28 Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended June 30, 2024 and 2023 29 Consolidated Statements of Cash Flows for the Years Ended June 30, 2024 and 2023 30 Notes to Consolidated Financial Statements 32 (2) Financial Statement Schedules . All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are omitted because of the absence of conditions under which they are required or because the required information is included in the consolidated financial statements and related notes thereto. 36 (3) Exhibits . The following is a list of exhibits filed as part of this Annual Report on Form 10-K and is also the Exhibit Index. No. Description 3.1 1 Charter of Kentucky First Federal Bancorp 3.2 2 Amended and Restated Bylaws of Kentucky First Federal Bancorp 3.3 3 Amendment No. 1 to the Bylaws of Kentucky First Federal Bancorp 3.4 4 Amendment No. 2 to the Bylaws of Kentucky First Federal Bancorp 3.5 5 Amendment No. 3 to the Bylaws of Kentucky First Federal Bancorp 4.1 1 Specimen Stock Certificate of Kentucky First Federal Bancorp 4.2 6 Description of Kentucky First Federal Bancorp’s Common Stock Registered Under Section 12 of the Securities and Exchange Act of 1934 10.1 7 Employment Agreement between Kentucky First Federal Bancorp and Don D. Jennings, as amended† 10.2 7 Employment Agreement between First Federal Savings Bank of Kentucky and Don D. Jennings, as amended† 10.3 7 Employment Agreement between Kentucky First Federal Bancorp and R. Clay Hulette, as amended† 10.4 7 Employment Agreement between First Federal Savings Bank of Kentucky and R. Clay Hulette, as amended† 10.5 7 Employment Agreement between First Federal Savings Bank of Kentucky and Teresa Kuhl, as amended† 10.6 7 Amended and Restated First Federal Savings and Loan Association of Hazard Change in Control Severance Compensation Plan† 10.7 7 Amended and Restated First Federal Savings Bank of Kentucky Change in Control Severance Compensation Plan† 10.8 7 Amended and Restated First Federal Savings and Loan Association Supplemental Executive Retirement Plan† 10.15 6 Employment Agreement by and between First Federal Savings and Loan of Hazard and Jamie S. Coffey† 10.16 8 Formal Written Agreement, dated August 13, 2024, between First Federal Savings Bank of Kentucky and the Office of the Comptroller of the Currency 13 Annual Report to Stockholders for the Fiscal Year Ended June 30, 2024 16 9 Letter of FORVIS, LLP dated November 29, 2023 to the SEC 21 Subsidiaries 31.1 Rule 13a-14(a) Certification of Chief Executive Officer 31.2 Rule 13a-14(a) Certification of Chief Financial Officer 32 Section 1350 Certifications 97 Kentucky First Federal Bancorp Incentive-Compensation Recoupment Policy 101 The following materials from the Company’s Annual Report on Form 10-K for the year ended June 30, 2024, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows and the (vi) Notes to Consolidated Financial Statements. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) † Management contract or compensation plan or arrangement. (1) Incorporated herein by reference to the Company’s Registration Statement on Form S-1 (File No. 333-119041). (2) Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the Year Ended June 30, 2012 (File No. 0-51176). (3) Incorporated herein by reference to the Company’s Form 8-K filed on August 25, 2017 (File No. 000-51176). (4) Incorporated herein by reference to the Company’s Form 8-K filed on September 28, 2020 (File No. 000-51176). (5) Incorporated herein by reference to the Company’s Form 8-K filed on February 2, 2022 (File No. 000-51176). (6) Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the Year Ended June 30, 2020 (File No. 0-51176). (7) Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2008 (File No. 0-51176). (8) Incorporated herein by reference to the Company’s Form 8-K filed on August 15, 2024 (File No. 000-51176). (9) Incorporated herein by reference to the Company’s Form 8-K filed on November 29, 2023 (File No. 000-51176). (b) Exhibits . The exhibits required by Item 601 of Regulation S-K are either filed as part of this Annual Report on Form 10-K or incorporated by reference herein. (c) Financial Statements and Schedules Excluded from Annual Report . There are no other financial statements and financial statement schedules which were excluded from the Annual Report to Stockholders pursuant to Rule 14a-3(b) which are required to be included herein. Item 16. Form 10-K Summary . Not applicable. 37 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. KENTUCKY FIRST FEDERAL BANCORP October 3, 2024 By: /s/ Don D. Jennings Don D. Jennings Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ Don D. Jennings October 3, 2024 Don D. Jennings Chief Executive Officer and Director (Principal Executive Officer) /s/ Tyler W. Eades October 3, 2024 Tyler W. Eades Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) /s/ Walter G. Ecton, Jr. October 3, 2024 Walter G. Ecton, Jr. Chairman of the Board /s/ Stephen G. Barker October 3, 2024 Stephen G. Barker Director /s/ R. Clay Hulette October 3, 2024 R. Clay Hulette Director /s/ Lou Ella Farler October 3, 2024 Lou Ella Farler Director /s/ William D. Gorman, Jr. October 3, 2024 William D. Gorman, Jr. Director /s/ David R. Harrod October 3, 2024 David R. Harrod Director /s/ William H. Johnson October 3, 2024 William H. Johnson Director 38