1 unchanged sentence
Risk Factors”
−Removed: of the Company’s Annual Report on Form 10-K for the year ended June 30, 2023 and in the Company’s Quarterly Report on Form
−Removed: 10-Q for the period ended December 31, 2023 and for the period ended September 30, 2023 for information regarding risk factors that could
+Added: of the Company’s Annual Report on Form 10-K for the year ended June 30, 2024 for information regarding risk factors that could
materially affect the Company’s business, financial condition, or future results of operations.
−Removed: Other than as mentioned above, there
−Removed: have been no changes with regard to the risk factors disclosed in “Item 1A.
−Removed: Risk Factors” of the Company’s Annual Report
−Removed: on Form 10-K for the year ended June 30, 2023.
+Added: Other than as set forth below,
+Added: there have been changes with regard to the risk factors disclosed in “Item 1A.
+Added: Risk Factors” of the Company’s Annual
+Added: Report on Form 10-K for the year ended June 30, 2024.
+Added: Kentucky First Federal
+Added: On January 16, 2024, we announced that the
+Added: Board had determined to suspend the payment of dividends indefinitely.
+Added: Our ability to pay future dividends, and the amount that may be
+Added: paid, is subject to a number of factors, including our ability to fully and timely address the deficiencies that resulted in the formal
+Added: Agreement that First Federal Savings Bank of Kentucky has entered into with the OCC and the satisfaction of individual minimum capital
+Added: ratio requirements imposed by the OCC.
+Added: Our ability to pay future dividends is also subject to the ability of First Federal of Hazard and
+Added: First Federal of Kentucky to make capital distributions to Kentucky First Federal, and for First Federal MHC to received regulatory and
+Added: member approval of the waiver of the receipt of dividends by First Federal MHC.
+Added: On January 16, 2024, the Company announced the
+Added: suspension of quarterly dividends indefinitely.
+Added: Holders of our common stock are only entitled to receive such dividends as our Board of
+Added: Directors may declare out of funds available for such payments under applicable law and regulatory guidance.
+Added: We cannot predict when or
+Added: whether the Company will be able to pay future common stock dividends and if so, the amount of any such common stock dividends.
+Added: to pay future dividends and if so at what level will also be dependent on numerous factors, including:
+Added: our ability to receive any required
+Added: regulatory approval or non-objection for the payment of dividends from First Federal Savings and Loan Association of Hazard and First
+Added: Federal Savings Bank of Kentucky to the Company or from the Company to shareholders;
+Added: our ability to fully and timely address the deficiencies
+Added: that resulted in the formal Agreement that First Federal Savings Bank of Kentucky has entered into with the OCC;
+Added: First Federal Savings
+Added: Bank of Kentucky’s ability to satisfy the IMCR’s imposed by the OCC;
+Added: the ability of First Federal MHC to receive approval
+Added: of its members to waive the payment of any Company dividends to First Federal MHC;
+Added: and our ability to successfully execute our strategy
+Added: to increase earnings and core deposits, reduce reliance on higher cost funding sources and shift more of our loan portfolio towards higher-earning
+Added: For additional information on the formal Agreement that First Federal Savings Bank of Kentucky has entered into with the OCC and
+Added: the IMCR’s imposed on First Federal Savings Bank of Kentucky’s by the OCC, please see “Management’s Discussion
+Added: and Analysis—Regulatory Developments Regarding First Federal of Kentucky.”
+Added: Additionally, to address concerns with respect
+Added: to the conflict of interest created by dividend waivers, Regulation MM requires the board of directors of a mutual holding company, such
+Added: as First Federal MHC, adopt a resolution that describes the conflict of interest that exists because of a director’s ownership of
+Added: stock in the subsidiary declaring the dividends and any actions the mutual holding company board have taken to eliminate the conflict
+Added: of interest, such as the directors’ waiving their right to receive dividends.
+Added: Also, the resolution must contain an affirmation that
+Added: a majority of the mutual members eligible to vote have, within the 12 months prior to the declaration date of the dividend, voted to approve
+Added: the waiver of dividends.
+Added: In previous years, First Federal MHC has received
+Added: Federal Reserve Board approval to waive quarterly dividends otherwise payable by the Company totaling $0.40 per share annually beginning
+Added: with the dividend paid on September 28, 2012 and continuing through the dividend payable in the third quarter of 2024.
+Added: However, First
+Added: Federal MHC did not seek to obtain regulatory approval to waive dividends for periods after the third quarter of 2024, and the prior Federal
+Added: Reserve Boad approval to waive the payment of quarterly dividends that would otherwise be payable to First Federal MHC has expired.
+Added: the extent the Company resumes the payment of dividends in future periods, it is expected that First Federal MHC will again waive future
+Added: dividends, except to the extent dividends are needed to fund First Federal MHC’s continuing operations, subject to the ability of
+Added: First Federal MHC to obtain regulatory approval of its requests to waive dividends and to its ability to obtain member approval of dividend
+Added: We cannot predict whether members will continue to approve annual dividend waiver requests or whether the Federal Reserve Board
+Added: will grant future dividend waiver requests and, if granted, there can be no assurance as to the conditions, if any, the Federal Reserve
+Added: Board will place on future dividend waiver requests by grandfathered mutual holding companies such as First Federal MHC.
+Added: If First Federal
+Added: MHC is unable to waive the receipt of dividends, the Company’s ability to pay dividends to our stockholders may be substantially
+Added: impaired and the amounts of any such dividends may be significantly reduced.
+Added: Kentucky First Federal
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.