kffb-20260630
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2026
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number 0-51176
KENTUCKY FIRST FEDERAL BANCORP
(Exact Name of Registrant as Specified in Its Charter)
United States 61-1484858
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
655 Main Street , Hazard , Kentucky 41702
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (502) 223-1638
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value per share KFFB The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the common stock held by nonaffiliates was $ 14.1 million as of December 31, 2025.
Number of shares of common stock outstanding as of September 25, 2026: 8,086,715
DOCUMENTS INCORPORATED BY REFERENCE
The following lists the documents incorporated by reference and the Part of the Form 10-K into which the document is incorporated:
1. Portions of the Annual Report to Stockholders for the Fiscal Year Ended June 30, 2026. (Part II)
2. Portions of Proxy Statement for the 2026 Annual Meeting of Stockholders. (Part III)
INDEX
PAGE
PART I
1
Item 1.
Business
1
Item 1A.
Risk Factors
18
Item 1B.
Unresolved Staff Comments
26
Item 1C.
Cybersecurity
26
Item 2.
Properties
28
Item 3.
Legal Proceedings
28
Item 4.
Mine Safety Disclosures
28
PART II
29
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
29
Item 6.
[Reserved]
29
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
29
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
29
Item 8.
Financial Statements and Supplementary Data
29
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
29
Item 9A.
Controls and Procedures
29
Item 9B.
Other Information
30
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
30
PART III
31
Item 10.
Directors, Executive Officers and Corporate Governance
31
Item 11.
Executive Compensation
31
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
32
Item 13.
Certain Relationships and Related Transactions, and Director Independence
32
Item 14.
Principal Accountant Fees and Services
32
PART IV
33
Item 15.
Exhibits and Financial Statement Schedules
33
Item 16.
Form 10-K Summary
34
SIGNATURES
35
i
PART
I
Item
1. Business .
Forward-Looking
Statements
Certain
statements contained in this report, as well as other periodic reports filed with the Securities and Exchange Commission, that are not
historical facts are considered “forward-looking statements” under the Private Securities Litigation Reform Act of 1995,
that are subject to certain risks and uncertainties. These forward-looking statements may be identified by the use of words such as “believe,”
“expect,” “anticipate,” “plan,” “estimate,” “intend” and “potential,”
or words of similar meaning, or future or conditional verbs such as “should,” “could,” or “may.”
Forward-looking statements include statements of our goals, intentions and expectations; statements regarding our business plans, prospects,
growth and operating strategies; statements regarding the quality of our loan and investment portfolios; and estimates of our risks and
future costs and benefits. Kentucky First Federal Bancorp’s actual results, performance or achievements may materially differ from
those expressed or implied in the forward-looking statements. Risks and uncertainties that could cause or contribute to such material
differences include, but are not limited to, general economic conditions; prices for real estate in the Company’s market areas;
the interest rate environment and the impact of the interest rate environment on our business, financial condition and results of operations;
our ability to successfully execute our strategy to increase earnings, increase core deposits, reduce reliance on higher cost funding
sources and shift more of our loan portfolio towards higher-earning loans; our ability to pay future dividends and if so at what level;
our ability to receive any required regulatory approval or non-objection to pay dividends to shareholders; our ability to pay dividends
from First Federal Savings and Loan Association of Hazard and First Federal Savings Bank of Kentucky to the Company in order for the
Company to pay dividends to shareholders; the ability of First Federal MHC to receive approval of its members to waive the payment of
any Company dividends to First Federal MHC competitive conditions in the financial services industry; changes in the level of inflation;
the impacts of tariffs, sanctions and other trade policies of the United States and its global trading counterparts; changes in the demand
for loans, deposits and other financial services that we provide; the possibility that future credit losses may be higher than currently
expected; competitive pressures among financial services companies; the ability to attract, develop and retain qualified employees; our
ability to maintain the security of our data processing and information technology systems; the outcome of pending or threatened litigation,
or of matters before regulatory agencies; changes in law, governmental policies and regulations, rapidly changing technology affecting
financial services, and the other matters mentioned in Item 1A of the Company’s Annual Report on Form 10-K. Except as required
by applicable law or regulation, the Company does not undertake the responsibility, and specifically disclaims any obligation, to release
publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the
date of the statements or to reflect the occurrence of anticipated or unanticipated events.
General
References
in this Annual Report on Form 10-K to “we,” “us” and “our” refer to Kentucky First, and where appropriate,
collectively to Kentucky First, First Federal of Hazard and First Federal of Kentucky.
Kentucky
First Federal Bancorp. Kentucky First Federal Bancorp (“Kentucky First Federal” or the “Company”) was
incorporated as a mid-tier holding company under the laws of the United States on March 2, 2005 upon the completion of the reorganization
of First Federal Savings and Loan Association of Hazard (“First Federal of Hazard”) into a federal mutual holding company
form of organization (the “Reorganization”). On that date, Kentucky First Federal also completed its minority stock offering
and its concurrent acquisition of Frankfort First Bancorp, Inc. (“Frankfort First Bancorp”) and its wholly owned subsidiary
First Federal Savings Bank of Kentucky, Frankfort, Kentucky (“First Federal of Kentucky”) (the “Merger”). Following
the Reorganization and Merger, the Company has operated First Federal of Hazard and First Federal of Kentucky (collectively, the “Banks”)
as two independent, community-oriented savings institutions.
On
December 31, 2012, Kentucky First Federal acquired CFK Bancorp, Inc., the savings and loan holding company for Central Kentucky Federal
Savings Bank, a federally chartered savings bank located in Danville, Kentucky. Central Kentucky Federal Savings Bank was merged into
First Federal of Kentucky and now operates as a division of First Federal of Kentucky under the name “Central Kentucky Federal
Savings Bank” through its two offices in Danville, Kentucky and its Lancaster, Kentucky branch. With the acquisition, the Company
expanded its customer base in the central Kentucky area with an institution that shared its community banking orientation and thrift
heritage and enjoyed a favorable reputation within the new Danville-Lancaster market area.
Kentucky
First’s and First Federal of Hazard’s executive offices are located at 655 Main Street, Hazard, Kentucky, 41702 and the telephone
number for investor relations is (888) 818-3372.
1
At
June 30, 2026, Kentucky First had total assets of $362.4 million, deposits of $260.8 million and stockholders’ equity of $50.3
million. The discussion in this Annual Report on Form 10-K relates primarily to the businesses of First Federal of Hazard and First Federal
of Kentucky, as Kentucky First’s operations consist primarily of operating the Banks and investing funds retained in the Reorganization.
First
Federal of Hazard and First Federal of Kentucky are subject to examination and comprehensive regulation by the Office of the Comptroller
of the Currency and their deposits are insured up to applicable limits by the Deposit Insurance Fund, which is administered by the Federal
Deposit Insurance Corporation. Both of the Banks are members of the Federal Home Loan Bank of Cincinnati, which is one of the 11 regional
banks in the FHLB System. See “ Regulation and Supervision .”
First
Federal Savings and Loan Association of Hazard. First Federal of Hazard was formed as a federally chartered mutual savings and
loan association in 1960. First Federal of Hazard operates from a single office located at 655 Main Street, Hazard, Kentucky as a community-oriented
savings and loan association offering traditional financial services to consumers in Perry and surrounding counties in eastern Kentucky.
It engages primarily in the business of attracting deposits from the general public and using such funds to originate, when available,
loans secured by first mortgages on owner-occupied, residential real estate and occasionally other loans secured by real estate. To the
extent there is insufficient loan demand in its market area, and where appropriate under its investment policies, First Federal of Hazard
has historically invested in mortgage-backed and investment securities, although since the reorganization, First Federal of Hazard has
been purchasing whole loans and participations in loans originated at First Federal of Kentucky. At June 30, 2026, First Federal of Hazard
had total assets of $81.3 million, net loans of $73.1 million, total mortgage-backed and other securities of $2.1 million, deposits of
$56.6 million and total capital of $18.2 million.
First
Federal Savings Bank of Kentucky. First Federal of Kentucky is a federally chartered savings bank, which is primarily engaged
in the business of attracting deposits from the general public and originating primarily adjustable-rate loans secured by first mortgages
on owner-occupied and nonowner-occupied one- to four-family residences in Franklin, Boyle, Garrard and other counties in Kentucky. First
Federal of Kentucky also originates, to a lesser extent, home equity loans and loans secured by churches, multi-family properties, professional
office buildings and other types of property. At June 30, 2026, First Federal of Kentucky had total assets of $282.6 million, net loans
of $247.4 million, total mortgage-backed and other securities of $8.9 million, deposits of $207.8 million and total capital of $30.1
million.
First
Federal of Kentucky’s main office is located at 216 W. Main Street, Frankfort, Kentucky 40602 and its main telephone number is
(502) 223-1638.
Market
Areas
First
Federal of Hazard and First Federal of Kentucky operate in four market areas.
First
Federal of Hazard’s market area consists of Perry County, where the business office is located, as well as the surrounding counties
of Letcher, Knott, Breathitt, Leslie and Clay Counties in eastern Kentucky. The economy in its market area has been distressed in recent
years. The local economy depends on the coal industry and other industries, such as health care and manufacturing. Still, the economy
in First Federal of Hazard’s market area continues to lag behind the economies of Kentucky and the United States. In the most recent
available data, using information from the Commonwealth of Kentucky Economic Development and the United States Bureau of Labor Statistics,
median household income in Perry County is $46,792 compared to personal income of $64,989 in Kentucky and $82,091 in the United States.
Total population in Perry County is approximately 26,824. However, as a regional economic center, Hazard tends to draw consumers and
workers who commute from surrounding counties. Employment in the market area, particularly in Perry County, is led by healthcare, followed
by retail, education, and public administration. During the last five years, the unemployment rate (not seasonally adjusted) has been
higher than most regions, and in July 2026, was 6.9%, compared to 5.1% in Kentucky and 4.1% in the United States.
First
Federal of Kentucky’s primary lending area includes the Kentucky counties of Franklin, Boyle, Garrard and surrounding counties,
with the majority of lending originated on properties located in Franklin and Boyle Counties.
Franklin
County has a population of approximately 52,605, of which approximately 29,000 live within the city of Frankfort, which serves as the
capital of Kentucky. The primary sources of employment are public administration, education, other services, and health care. The median
household income in Franklin County is $67,709. The unemployment rate is 4.4%
Boyle
County has a population of approximately 31,481. The primary sources of employment are health care, retail, information services, and
manufacturing. The unemployment rate is 5.5% while the median household income in Boyle County is $63,357.
Garrard
County has a population of approximately 18,090. The primary sources of employment are education, health care, retail, and construction.
There is a 5.0% unemployment rate and $62,246 median household income.
2
Lending
Activities
General .
Our loan portfolio consists primarily of one- to four-family residential mortgage loans. As opportunities arise, we also offer loans
secured by churches, commercial real estate, and multi-family real estate. We also offer loans secured by deposit accounts and home equity
loans. Substantially all of our loans are made within the Banks’ respective market areas.
Residential
Mortgage Loans . Historically, our primary lending activity is the origination of mortgage loans to enable borrowers to purchase
or refinance existing homes in the Banks’ respective market areas. At June 30, 2026, residential mortgage loans including construction
loans and multi-family totaled $265.8 million, or 82.6%, of our total loan portfolio. We offer a mix of adjustable rate and fixed-rate
mortgages with terms up to 30 years. Other than loans with very short terms, fixed-rate mortgages are originated to be sold on the secondary
market. After the initial term, the rate adjustments on most of our adjustable-rate loans are indexed to the MIRS Transition Index, formerly
known as PMMS+ Index. Loans originated from early 2024 are indexed to the 1-Year Constant Maturity Treasury index, plus a margin. The
interest rates on these mortgages are adjusted once a year. For older loans, the limitation on annual adjustments are mostly at 1.00%
while loans originated since 2024 have an annual limitation of 2.00% per adjustment period. The annual lifetime cap on older loans is
5.00% above the original rate and 6.00% on newer loans, with limitations on adjustments generally of one percentage point per adjustment
period, and a lifetime cap of five percentage points. We determine loan fees charged, interest rates and other provisions of mortgage
loans on the basis of our own pricing criteria and competitive market conditions. Some loans originated by the Banks have an additional
advance clause which allows the borrower to obtain additional funds at prevailing interest rates, subject to management’s approval.
At
June 30, 2026, the Company’s loan portfolio included $244.7 million in adjustable-rate residential mortgage loans, or 92.1% of
the Company’s residential mortgage loan portfolio.
The
retention of adjustable-rate loans in the portfolio helps reduce our exposure to increases in prevailing market interest rates. However,
there are unquantifiable credit risks resulting from potential increases in costs to borrowers in the event of upward repricing of adjustable-rate
loans. It is possible that during periods of rising interest rates, the risk of default on adjustable-rate loans may increase due to
increases in interest costs to borrowers. Further, although adjustable-rate loans allow us to increase the sensitivity of our interest-earning
assets to changes in interest rates, the extent of this interest sensitivity is limited by the initial fixed-rate period before the first
adjustment and the periodic and lifetime interest rate adjustment limitations. Accordingly, there can be no assurance that yields on
our adjustable-rate loans will fully adjust to compensate for increases in our cost of funds. Finally, adjustable-rate loans may decrease
at a pace faster than decreases in our cost of funds, resulting in reduced net income. The Company has attempted to shift direction from
adjustable-rate loans secured by owner-occupied homes. The Company is well-positioned to originate fixed-rate loans secured by owner-occupied
homes for sale into the secondary market. Doing so will free capital and liquidity for potential investment in higher-yielding types
of assets.
While
one- to four-family residential real estate loans are normally originated with up to 30-year terms, such loans typically remain outstanding
for substantially shorter periods because borrowers often prepay their loans in full upon sale of the mortgaged property or upon refinancing
the original loan. Therefore, average loan maturity is a function of, among other factors, the level of purchase and sale activity in
the real estate market, prevailing interest rates and the interest rates payable on outstanding loans.
The
Banks offer various programs for the purchase and refinance of one- to four-family loans. Most of these loans have loan-to-value ratios
of 80% or less, based on an appraisal provided by a state licensed or certified appraiser. For owner-occupied properties, the borrower
may be able to borrow up to 95% of the value if they secure and pay for private mortgage insurance or they may be able to obtain a second
mortgage (at a higher interest rate) in which they borrow up to 90% of the value. The Boards of Directors of the Banks may approve a
loan above the 80% loan-to-value ratio without such enhancements.
Construction
Loans. We originate loans for a term of one year or less to individuals to finance the construction of residential dwellings
for personal use or for use as rental property. On a case-by-case basis we consider construction loans on other than owner-occupied,
residential property. Due to demand in our local markets, we have also increased lending to borrowers who are building homes to sell.
These tend to be established borrowers building one or a few moderately-priced homes. At June 30, 2026 construction loans totaled $11.8
million, or 3.7%, of our total loan portfolio. Our construction loans generally provide for the payment of interest only during the construction
phase, which is usually 9 to 15 months. Loans generally can be made with a maximum loan to value ratio of 80% of the appraised value.
Funds are disbursed as progress is made toward completion of the construction based on site inspections by qualified bank staff or professional
appraisers.
3
Construction
financing is generally considered to involve a higher degree of risk of loss than long-term financing on improved, occupied real estate.
Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the property’s value at completion
of construction or development and the estimated cost (including interest) of construction. During the construction phase, a number of
factors could result in delays and cost overruns. If the estimate of construction costs proves to be inaccurate, we may be required to
advance funds beyond the amount originally committed to permit completion of the development. If the estimate of value proves to be inaccurate,
we may be confronted, at or before the maturity of the loan, with a project having a value which is insufficient to assure full repayment.
As a result of the foregoing, construction lending often involves the disbursement of substantial funds with repayment dependent, in
part, on the success of the ultimate project rather than the ability of the borrower or guarantor to repay principal and interest. If
we are forced to foreclose on a project before or at completion due to a default, there can be no assurance that we will be able to recover
the unpaid balance and accrued interest on the loan, as well as related foreclosure and holding costs.
Multi-Family
Loans . We offer mortgage loans secured by multi-family property (residential real estate comprised of five or more units.) At
June 30, 2026, multi-family loans totaled $14.0 million, or 4.3%, of our total loan portfolio. We originate multi-family real estate
loans for terms of generally 25 years or less. Loan amounts generally do not exceed 80% of the appraised value and tend to range much
lower.
Nonresidential
Loans . As opportunities arise, we offer mortgage loans secured by nonresidential real estate, which is generally secured by commercial
office buildings, churches, and properties used for other purposes. At June 30, 2026, nonresidential real estate loans totaled $32.8
million, or 10.2% of our total loan portfolio. We originate nonresidential real estate loans for terms of generally 25 years or less
and loan amounts generally do not exceed 80% of the appraised value and tend to range much lower.
Loans
secured by multi-family and nonresidential real estate generally have larger balances and involve a greater degree of risk than one-
to four-family residential mortgage loans. Of primary concern in multi-family and nonresidential real estate lending is the borrower’s
creditworthiness and the feasibility and cash flow potential of the project. Payments on loans secured by income properties often depend
on successful operation and management of the properties. As a result, repayment of such loans may be subject to a greater extent than
residential real estate loans to adverse conditions in the real estate market or the economy. To monitor cash flows on income properties,
we require borrowers and/or loan guarantors to provide annual financial statements on larger multi-family and commercial real estate
loans. In reaching a decision on whether to make a multi-family or nonresidential real estate loan, we consider the net cash flow of
the project, the borrower’s expertise, credit history and the value of the underlying property.
Commercial
Non-mortgage Loans . At June 30, 2026, commercial non-mortgage loans totaled $493,000, or 0.2%, of our total loan portfolio. We
do not emphasize commercial non-mortgage loans, which may be secured by vehicles used in business or by inventory and equipment of the
business or may be unsecured, although we do originate such loans on a limited basis and generally require a pre-existing relationship
with the Bank. These loans are made only to businesses in our local market and we generally require personal guarantees of well-established
individuals for these loans. Commercial loans involve an even greater degree of risk than real estate loans.
Consumer
Lending. Our consumer loans include home equity lines of credit, loans secured by savings deposits, automobile loans and unsecured
or personal loans. At June 30, 2026, our consumer loan balance totaled $18.9 million, or 5.9%, of our total loan portfolio. Of the consumer
loan balance at June 30, 2026, $17.8 million were home equity loans, $488,000 were loans secured by savings deposits and $636,000 were
automobile or unsecured loans. Our home equity loans are made on the security of residential real estate and have terms of up to 15 years.
Most of our home equity loans are second mortgages subordinate only to first mortgages also held by the bank and do not exceed 80% of
the estimated value of the property, less the outstanding principal of the first mortgage, although we do offer home equity loans up
to 90% of the value less the balance of the first mortgage at a premium rate to qualified borrowers. These loans are not secured by private
mortgage insurance. Our home equity loans require the monthly payment of 1.0% to 2.0% of the unpaid principal until maturity, when the
remaining unpaid principal, if any, is due. Home equity loans bear variable rates of interest indexed to the prime rate for loans with
80% or less loan-to-value ratio, and 2% above the prime rate for loans with a loan-to-value ratio in excess of 80%. Interest rates on
these loans can be adjusted monthly. At June 30, 2026, the total outstanding home equity loans amounted to 5.5% of the Company’s
total loan portfolio.
4
Loans
secured by savings are originated for up to 90% of the depositor’s savings account balance. The interest rate is varying percentage
points above the rate paid on the savings account, and the account must be pledged as collateral to secure the loan. At June 30, 2026,
loans on savings accounts totaled 0.2% of the Company’s total loan portfolio.
Consumer
loans generally entail greater risk than do residential mortgage loans, particularly in the case of consumer loans which are unsecured
or secured by rapidly depreciable assets. Automobile and unsecured loans at June 30, 2025, totaled 0.3% of the Company’s total
loan portfolio.
Loan
Originations, Purchases and Sales . Loan originations come from a number of sources. The primary source of loan originations are
our in-house loan originators, and to a lesser extent, advertising and referrals from customers and real estate agents. First Federal
of Kentucky sells fixed-rate loans with longer maturities to the Federal Home Loan Bank of Cincinnati (“FHLB-Cincinnati”).
We earn income on the loans sold through fees we charge on the origination, interest spread premiums earned when we sell the loans, and
loan servicing fees on an on-going basis, because servicing rights are retained on such loans. At June 30, 2026, $36.7 million in loans
were being serviced by First Federal of Kentucky for the FHLB-Cincinnati.
Loan
Approval Procedures and Authority . Our lending activities follow written, nondiscriminatory, underwriting standards and loan
origination procedures established by each Bank’s Board of Directors and management. Each Bank’s loan staff can approve or
deny loans totaling $500,000 or less. First Federal of Hazard’s loan committee consists of its two senior officers, while First
Federal of Kentucky’s loan approval process allows for various combinations of experienced bank officers to approve or deny loans.
Loans that do not conform to this criteria must be submitted to the Board of Directors or Loan Committee composed of at least three directors,
for approval.
It
is the Company’s practice to record a lien on the real estate securing a loan. The Banks generally do not require title insurance,
although it may be required for loans made in certain programs. The Banks do require fire and casualty insurance on all security properties
and flood insurance when the collateral property is located in a designated flood hazard area.
Loans
to One Borrower . The maximum amount either Bank may lend to one borrower and the borrower’s related entities is limited,
by regulation, to generally 15% of that Bank’s stated capital and the allowance for loan losses. At June 30, 2026, the regulatory
limit on loans to one borrower was $2.7 million for First Federal of Hazard and $4.8 million for First Federal of Kentucky. Neither of
the Banks had lending relationships in excess of their respective lending limits. However, loans or participations in loans may be sold
among the Banks, which may allow a borrower’s total loans with the Company to exceed the limit of either individual bank.
Loan
Commitments . The Banks issue commitments for the funding of mortgage loans. Generally, these commitments exist from the time
the underwriting of the loan is completed and the closing of the loan. Generally, these commitments are for a maximum of 30 or 60 days
but management routinely extends the commitment if circumstances delay the closing. Management reserves the right to verify or re-evaluate
the borrower’s qualifications and to change the rates and terms of the loan at that time.
If
conditions exist whereby either Bank experiences a significant increase in loans outstanding or commits to originate loans that are riskier
than a typical one- to four-family mortgage, management and the boards will consider reflecting the anticipated loss exposure in a separate
liability. Upon implementation of ASU 2016-13 or the current expected credit loss (CECL) model at July 1, 2023, the Banks began to utilize
a separate liability to reflect anticipated credit losses on loan commitments. At June 30, 2026, this amount totaled $59,000.
Both
Banks offer construction loans that either have a separate construction period of one year or less, approved with a simultaneous commitment
for permanent financing, or a loan that has a construction phase of one year or less that is convertible to permanent financing.
Interest
Rates and Loan Fees. Interest rates charged on mortgage loans are primarily determined by competitive loan rates offered in our
market areas and our yield objectives. Mortgage loan rates reflect factors such as prevailing market interest rate levels, the supply
of money available to the savings industry and the demand for such loans. These factors are in turn affected by general economic conditions,
the monetary policies of the federal government, including the Board of Governors of the Federal Reserve System, the general supply of
money in the economy, tax policies and governmental budget matters.
We
receive fees in connection with late payments on our loans. Depending on the type of loan and the competitive environment for mortgage
loans, we may charge an origination fee on all or some of the loans we originate. We may also offer a menu of loans whereby the borrower
may pay a higher fee to receive a lower rate or to pay a smaller or no fee for a higher rate.
5
Delinquencies .
When a borrower fails to make a required loan payment, we take a number of steps to have the borrower cure the delinquency and restore
the loan to current status. We make initial contact with the borrower when the loan becomes 15 days past due. Subsequently, bank staff,
under the direct supervision of senior management and with consultation by the Banks’ attorneys, attempt to contact the borrower
and determine their status and plans for resolving the delinquency. However, once a delinquency reaches 90 days, management considers
foreclosure and, if the borrower has not provided a reasonable plan (such as selling the collateral, securing a commitment from another
lender to refinance the loan or submitting a plan to repay the delinquent principal, interest, escrow, and late charges) the foreclosure
suit may be initiated. In some cases, management may delay initiating the foreclosure suit if, in management’s opinion, the Banks’
chance of loss is minimal (such as with loans where the estimated value of the property greatly exceeds the amount of the loan) or if
the original borrower is deceased or incapacitated. If a foreclosure action is initiated and the loan is not brought current, paid in
full, or refinanced with another lender before the foreclosure sale, the real property securing the loan is sold at foreclosure. The
Banks are represented at the foreclosure sale and in most cases will bid an amount equal to the Banks’ investment (including interest,
advances for taxes and insurance, foreclosure costs, and attorney’s fees). If another bidder outbids the Bank, the Bank’s
investment is received in full. If another bidder does not outbid the Banks, the Banks acquire the property and attempt to sell it to
recover their investment.
A
borrower’s filing for bankruptcy can alter the methods available to the Banks to seek collection. In such cases, the Banks work
closely with legal counsel to resolve the delinquency as quickly as possible.
We
may consider loan workout arrangements with certain borrowers under certain conditions. Management of each bank provides a report to
its board of directors on a monthly basis of all loans more than 60 days delinquent, including loans in foreclosure, and all property
acquired through foreclosure.
Investment
Activities
We
have legal authority to invest in various types of liquid assets, including U.S. Treasury obligations, securities of various federal
agencies and state and municipal governments, mortgage-backed securities and certificates of deposit of federally insured institutions.
We also are required to maintain an investment in FHLB-Cincinnati stock, the level of which is largely dependent on our level of borrowings
from the FHLB.
At
June 30, 2026, our investment portfolio consisted of mortgage-backed securities issued and guaranteed by Fannie Mae, Freddie Mac and
Ginnie Mae with stated final maturities of 30 years or less. The Company held no equity position with Fannie Mae or Freddie Mac.
Our
investment objectives are to provide an alternate source of low-risk investments when loan demand is insufficient, to provide and maintain
liquidity, to maintain a balance of high quality, diversified investments to minimize risk, to provide collateral for pledging requirements,
to establish an acceptable level of interest rate risk, and to generate a favorable return. The Banks’ Board of Directors has the
overall responsibility for each institution’s investment portfolio, including approval of investment policies . The management
of each Bank may authorize investments as prescribed in each of the Bank’s investment policies.
Bank
Owned Life Insurance
First
Federal of Kentucky owns several Bank Owned Life Insurance policies totaling $3.1 million at June 30, 2026. The purpose of these policies
is to offset future escalation of the costs of non-salary employee benefit plans such as First Federal of Kentucky’s defined benefit
retirement plan and First Federal of Kentucky’s health insurance plan. The lives of certain key Bank employees are insured, and
First Federal of Kentucky is the sole beneficiary and will receive any benefits upon the employee’s death. The policies were purchased
from four highly-rated life insurance companies. The design of the plan allows for the cash value of the policy to be designated as an
asset of First Federal of Kentucky. The asset’s value will increase by the crediting rate, which is a rate set by each insurance
company and is subject to change on an annual basis. The growth of the value of the asset will be recorded as other operating income.
Management does not foresee any expense associated with the plan. Because this is a life insurance product, current federal tax laws
exempt the income from federal income taxes.
6
Bank
owned life insurance is not secured by any government agency nor are the policies’ asset values or death benefits secured specifically
by tangible property. Great care was taken in selecting the insurance companies, and the bond ratings and financial condition of these
companies are monitored on a quarterly basis. The failure of one of these companies could result in a significant loss to First Federal
of Kentucky. Other risks include the possibility that the favorable tax treatment of the income could change, that the crediting rate
will not be increased in a manner comparable to market interest rates, or that this type of plan will no longer be permitted by First
Federal of Kentucky’s regulators. This asset is considered illiquid because, although First Federal of Kentucky may terminate the
policies and receive the original premium plus all earnings, such an action would require the payment of federal income taxes on all
earnings since the policies’ inception.
Deposit
Activities and Other Sources of Funds
General .
Deposits, loan repayments and maturities, redemptions, sales and repayments of investment and mortgage-backed securities are the
major sources of our funds for lending and other investment purposes. Loan repayments are a relatively stable source of funds, while
deposit inflows and outflows and loan prepayments are significantly influenced by general interest rates and money market conditions.
Deposit
Accounts . The vast majority of our depositors are residents of the Banks’ respective market areas. Deposits are attracted
from within our market areas through the offering of passbook savings and certificate accounts, and, at First Federal of Kentucky, checking
accounts and individual retirement accounts (“IRAs”). We began utilizing brokered funds in June 2023 and had $29.6 million
in such deposits at June 30, 2026. Deposit account terms vary according to the minimum balance required, the time periods the funds must
remain on deposit and the interest rate, among other factors. In determining the terms of our deposit accounts, we consider the rates
offered by our competition, profitability to us, asset liability management and customer preferences and concerns. We review our deposit
mix and pricing on an ongoing basis as needed .
Borrowings .
First Federal of Hazard and First Federal of Kentucky borrow from the FHLB-Cincinnati to supplement their supplies of investable
funds and to meet deposit withdrawal requirements. The Federal Home Loan Bank functions as a central reserve bank providing credit for
member financial institutions. As members, each Bank is required to own capital stock in the FHLB-Cincinnati and is authorized to apply
for advances on the security of such stock and certain of our mortgage loans and other assets (principally securities which are obligations
of, or guaranteed by, the United States), provided certain standards related to creditworthiness have been met. Advances are made under
several different programs, each having its own interest rate and range of maturities. Depending on the program, limitations on the amount
of advances are based either on a fixed percentage of an institution’s net worth or on the Federal Home Loan Bank’s assessment
of the institution’s creditworthiness.
Subsidiary
Activities
The
Company has no other wholly owned subsidiaries other than First Federal of Hazard and Frankfort First Bancorp. Frankfort First Bancorp
has one subsidiary, First Federal of Kentucky.
As
federally chartered savings institutions, the Banks are permitted to invest an amount equal to 2% of assets in subsidiaries, with an
additional investment of 1% of assets where such investment serves primarily community, inner-city and community-development purposes.
Under such limitations, as of June 30, 2026, First Federal of Hazard and First Federal of Kentucky were authorized to invest up to $1.6
million and $5.6 million, respectively, in the stock of or loans to subsidiaries, including the additional 1% investment for community,
inner-city and community development purposes.
Competition
We
face significant competition for the attraction of deposits and origination of loans. Our most direct competition for deposits has historically
come from the banks and credit unions operating in our market areas and, to a lesser extent, from other financial services companies,
such as investment brokerage firms. We also face competition for depositors’ funds from money market funds and other corporate
and government securities. Several of our competitors are significantly larger than us and, therefore, have significantly greater resources.
We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend
of consolidation in the financial services industry. Technological advances, for example, have lowered the barriers to enter new market
areas, allowed banks to expand their geographic reach by providing services over the Internet and made it possible for non-depository
institutions to offer products and services that traditionally have been provided by banks. Changes in federal law permit affiliation
among banks, securities firms and insurance companies, which promotes a competitive environment in the financial services industry. Competition
for deposits and the origination of loans could limit our growth in the future.
7
According to the Federal Deposit Insurance Corporation
(“FDIC”), at June 30, 2026, the latest date for which data is available, First Federal of Hazard had a deposit market share
of 6.1% in Perry County. Its largest competitors, Hazard Bancorp (Peoples Bank & Trust Company of Hazard,), Community Trust Bancorp,
Inc. (Community Trust Bank), and 1 st Trust Bank, Inc., had Perry County deposit market shares of 43.3%, 26.4% and 19.8%, respectively.
First Federal of Hazard’s competition for loans comes primarily from financial institutions in its market area and, to a lesser
extent, from other financial services providers, such as mortgage companies and mortgage brokers. Competition for loans also comes from
the increasing number of non-depository financial services companies entering the mortgage market, such as insurance companies, securities
companies and specialty finance companies.
First Federal of Kentucky’s principal competitors for deposits in its market area are other banking institutions, such as commercial
banks and credit unions, as well as mutual funds and other investments. First Federal of Kentucky principally competes for deposits by
offering a variety of deposit accounts, convenient business hours and branch locations, customer service and a well-trained staff. According
to the FDIC, at June 30, 2026, First Federal of Kentucky had deposit market share of 9.9%, 6.5% and 10.9% for the Kentucky counties of
Franklin, Boyle and Garrard. Its largest competitors for depositors are the Boyle Bancorp, Inc. (The Farmers National Bank of Danville)
at 25.4%, Wesbanco Bank, Inc. (Wesbanco) at 15.2% and Community Trust Bancorp, Inc., Traditional Bank, Inc, at 7.0%, and (Community Trust
Bank) at 8.3% market share in the three-county area. Boyle Bancorp, Wesbanco, Inc., Traditional Bank, Inc. and Community Trust Bancorp,
Inc. had assets at June 30, 2026, of $1.0 billion, $27.8 billion, $2.4 billion, and $6.9 billion, respectively. The Bank also faces considerable
competition from credit unions including the Commonwealth Credit Union ($2.9 billion in assets) and the Expree Credit Union ($119.1 million
in assets). First Federal of Kentucky competes for loans with other depository institutions, as well as specialty mortgage lenders and
brokers and consumer finance companies. First Federal of Kentucky principally competes for loans on the basis of interest rates and the
loan fees it charges, the types of loans it originates and the convenience and service it provides to borrowers. In addition, First Federal
of Kentucky believes it has developed strong relationships with the businesses, real estate agents, builders and general public in its
market area.
Personnel
At
June 30, 2026, we had 57 full-time employees and two part-time employees, none of whom was represented by a collective bargaining unit.
We believe our relationship with our employees is good.
Regulation
and Supervision
General.
First Federal of Hazard and First Federal of Kentucky are subject to extensive regulation, examination and supervision by the
Office of the Comptroller of the Currency (OCC), as their primary federal regulator, and the Federal Deposit Insurance Corporation (FDIC),
as insurer of deposits. First Federal of Hazard and First Federal of Kentucky are each members of the Federal Home Loan Bank System and
their deposit accounts are insured up to applicable limits by the Deposit Insurance Fund (DIF) of the FDIC. First Federal of Hazard and
First Federal of Kentucky must each file reports with the OCC and the FDIC concerning their activities and financial condition in addition
to obtaining regulatory approvals before entering into certain transactions such as mergers with, or acquisitions of, other financial
institutions. There are periodic examinations by the OCC and, under certain circumstances, the FDIC to evaluate First Federal of Hazard’s
and First Federal of Kentucky’s safety and soundness and compliance with various regulatory requirements. The Board of Governors
of the Federal Reserve System (Federal Reserve Board), the agency that regulates and supervises bank and savings and loan holding companies,
supervises and regulates Kentucky First and First Federal MHC. Kentucky First and First Federal MHC, as savings and loan holding companies,
are required to file certain reports with, and are subject to examination by, and otherwise are required to comply with the rules and
regulations of the Federal Reserve Board. This regulatory structure is intended primarily for the protection of the DIF and depositors.
The
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act) significantly changed the financial regulatory regime
in the United States. Since the enactment of the Dodd-Frank Act, U.S. banks and financial services firms have been subject to enhanced
regulation and oversight. Several provisions of the Dodd-Frank Act remain subject to further rulemaking, guidance, and interpretation
by the federal banking agencies.
8
Enacted
in 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018 (EGRRCPA) amended certain provisions of the Dodd-Frank
Act. EGRRCPA provides limited regulatory relief to certain financial institutions, while preserving the existing framework under which
U.S. financial institutions are regulated. In addition to amending the Dodd-Frank Act, EGRRCPA also includes several provisions that
positively affect smaller banking institutions (e.g., those with less than $10 billion in assets) like the Banks. Specific provisions
of the EGRRCPA that benefit smaller banks include modifications to the “qualified mortgage” criteria under the “ability
to repay” rules for certain mortgages that are held and maintained on the Bank’s retained portfolio as well as relief from
certain capital requirements with the creation of a “community bank leverage ratio.” See “Federal Savings Association
Regulation – Capital Requirements.”
Certain
of the regulatory requirements that are applicable to First Federal of Hazard, First Federal of Kentucky, Kentucky First and First Federal
MHC are described below. This discussion does not purport to be a complete description of the laws and regulations involved and is qualified
in its entirety by the actual laws and regulations. Moreover, laws and regulations are subject to changes by the U.S. Congress or the
regulatory agencies as applicable.
Agreements
with Regulators . On August 13, 2024, First Federal of Kentucky entered into a formal written
agreement (the “Agreement”) with the OCC, which became effective as of the same date.On February 19, 2026, the OCC published
notification that it has terminated the Agreement. As a result of the termination of the Agreement, First Federal of Kentucky is no longer
considered to be in “troubled condition” pursuant to 12 C.F.R. § 5.51(c)(7)(ii) and is an “eligible savings association”
for purposes of 12 C.F.R. § 5.3.
In addition to terminating
the Agreement, the OCC also lifted the individual minimum capital requirements imposed on First Federal of Kentucky in connection
with the Agreement. For additional information, see the Company’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on February 19, 2026. Under the terms of the Agreement, First Federal of Kentucky was required to take the
following actions:
● create
a compliance committee composed of at least three of First Federal of Kentucky’s directors to monitor and oversee First Federal
of Kentucky’s compliance with the provisions of the Agreement and submit quarterly evaluation reports to First Federal of Kentucky’s
board of directors regarding actions First Federal of Kentucky has taken to comply with the Agreement and the results and status of such
actions;
● submit
to the OCC, adopt and implement an acceptable revised written three-year strategic plan establishing objectives for First Federal of
Kentucky’s overall risk profile, balance sheet mix, funding structure, interest rate risk, liquidity and capital adequacy, earnings
performance, and asset and core deposit growth, together with strategies to achieve those objectives;
● submit
to the OCC, adopt and implement an acceptable revised written succession plan for First Federal of Kentucky that is designed to promote
adequate staffing and continuity of capable management;
● adopt
a revised written liquidity risk management program for First Federal of Kentucky that provides for the identification, measurement,
monitoring, and control of First Federal of Kentucky’s liquidity risk exposure, and that emphasizes the importance of cash flow
projections, diversified funding sources, a cushion of highly liquid assets, robust liquidity stress testing scenario analyses, and a
formal, well-developed contingency funding plan as primary tools for measuring and managing liquidity risk; and
● adopt
a revised written interest rate risk program that includes risk management systems to identify, measure, monitor, and control interest
rate risk.
The Agreement required First Federal of Kentucky’s
Board to (i) ensure that First Federal of Kentucky timely adopts and implements all corrective actions required by the Agreement and (ii)
verify that First Federal of Kentucky adheres to the corrective actions and that they are effective in addressing First Federal of Kentucky’s
deficiencies that resulted in the Agreement.
9
Regulation
of Federal Savings Associations
Business
Activities. Federal law and regulations, primarily the Home Owners’ Loan Act and the regulations of the OCC, govern the
activities of federal savings associations, such as First Federal of Hazard and First Federal of Kentucky. These laws and regulations
delineate the nature and extent of the activities in which federal savings associations may engage. In particular, certain lending authority
for federal savings associations ( e.g. , commercial, nonresidential real property loans and consumer loans) is limited to a specified
percentage of the association’s capital or assets.
Branching.
Federal savings associations are authorized to establish branch offices in any state or states of the United States and its territories,
subject to the approval of the OCC.
Capital
Requirements . Federal regulations require insured depository institutions, including federal savings associations to meet four
minimum capital standards: a 4.0% Tier 1 leverage ratio; a 4.5% common equity Tier 1 ratio; a 6.0% Tier 1 capital to risk-weighted assets
ratio; and an 8% Total capital to risk-weighted assets ratio. These requirements were effective January 1, 2015, and are the result of
a final rule implementing recommendations of the Basel Committee on Banking Supervision (Basel III) and certain requirements of the Dodd
Frank Act. The regulations also include a “capital conservation buffer” of 2.5% above the regulatory minimum capital requirements,
which must consist entirely of common equity Tier 1 capital and result in the following minimum ratios: (1) a common equity Tier 1 capital
ratio of 7.0%, (2) a Tier 1 capital ratio of 8.5%, and (3) a total capital ratio of 10.5%. The capital conservation buffer requirement
was phased in beginning in January 2016 at 0.625% of risk-weighted assets and increased by that amount each year until fully implemented
in January 2019. An institution will be subject to limitations on paying dividends, engaging in share repurchases and paying discretionary
bonuses if its capital level falls below the buffer amount.
Tier
1 capital is generally defined as common stockholders’ equity (including retained earnings), certain non-cumulative perpetual preferred
stock and related surplus and minority interests in equity accounts of consolidated subsidiaries, less intangibles other than certain
mortgage servicing rights and credit card relationships. The regulations eliminate the inclusion of certain instruments, such as trust
preferred securities, from Tier 1 capital. Instruments issued before May 19, 2010, are grandfathered for companies with consolidated
assets of $15 billion or less. The components of Tier 2 capital currently include cumulative preferred stock, long-term perpetual preferred
stock, mandatory convertible securities, subordinated debt and intermediate preferred stock, the allowance for loan and lease losses
limited to a maximum of 1.25% of risk-weighted assets and up to 45% of unrealized gains on available-for-sale equity securities with
readily determinable fair market values. Overall, the amount of Tier 2 capital included as part of total capital cannot exceed 100% of
core capital. Total capital is defined as core capital and supplementary capital, less certain specified deductions from total capital
such as reciprocal holdings of depository institution capital, instruments and equity investments. For purposes of determining the amount
of risk-weighted assets, all assets, including certain off-balance sheet assets, recourse obligations, residual interests and direct
credit substitutes, are multiplied by a risk-weight factor of 0% to 150%, as assigned by the capital regulation based on the risks believed
inherent in the type of asset.
The
EGRRCPA required the federal banking agencies, including the OCC, to establish a “community bank leverage ratio” (CBLR) for
qualifying community banking organizations having less than $10 billion in average total consolidated assets and a leverage ratio of
greater than 9%. The CBLR is an alternative framework that permits qualifying institutions to calculate a leverage ratio to measure capital
adequacy. Institutions opting into the CBLR framework are not be required to calculate or report risk-based capital and are deemed to
have met the “well capitalized” ratio requirements and be in compliance with the generally applicable capital rule if they
meet the CBLR ratio. The CBLR ratio is the ratio of a banking organization’s Tier 1 capital to its average total consolidated assets
as reported on the banking organization’s applicable regulatory filings. The federal agencies published a final rule on October
9, 2020, effective November 9, 2020, that set the CBLR at 9% beginning on January 1, 2022. The CARES Act directed the federal banking
agencies to issue an interim rule temporarily lowering the CBLR ratio to 8% which the agencies did with a transition back to 9% by year-ended
2021. The Banks elected to use the CBLR framework effective for the quarter ended March 31, 2020. As of June 30, 2026, the capital levels
of First Federal of Hazard and First Federal of Kentucky exceed the minimum required capital amounts for capital adequacy. See Note J-Stockholders’
Equity and Regulatory Capital in notes to financial statements.
In August 2024, First Federal of Kentucky
entered into an Agreement with the OCC. The OCC has also imposed individual minimum capital requirements (“IMCRs”) which
require First Federal of Kentucky to achieve and maintain capital levels in excess of the minimum capital standards required under
OCC’s Prompt Corrective Action framework. Under the IMCRs, First Federal of Kentucky was required to achieve and maintain a
common equity tier 1 capital ratio of at least 9.0%, a tier 1 capital ratio of at least 11.0%, a total capital ratio of at least
12.0%, and a leverage ratio of at least 9.0%. First Federal of Kentucky exceeded the requirements of the IMCRs while they were in
effect. On February 19, 2026, the OCC published a notification that it has terminated the Agreement. As a result of the termination
of the Agreement, First Federal of Kentucky is no longer considered to be in “troubled condition” pursuant to 12 C.F.R.
§ 5.51(c)(7)(ii) and is an “eligible savings association” for purposes of 12 C.F.R. § 5.3. In addition to
terminating the Agreement, the OCC also lifted the individual minimum capital requirements imposed on First Federal of Kentucky in
connection with the Agreement. For additional information, see the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on February 19, 2026.
10
Prompt
Corrective Regulatory Action . Federal law requires the federal banking agencies to take “prompt corrective action”
should an insured depository institution fail to meet certain capital adequacy standards. Prompt corrective action regulations provide
five capital classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically
undercapitalized, although these terms are not used to represent overall financial condition. Under the regulations, an institution is
deemed to be “well capitalized” if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital
ratio of 8.0% or greater, a leverage ratio of 5.0% or greater and a common equity Tier 1 ratio of 6.5% or greater. An institution is
“adequately capitalized” if it has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-based capital ratio
of 6.0% or greater, a leverage ratio of 4.0% or greater and a common equity Tier 1 ratio of 4.5% or greater. An institution is “undercapitalized”
if it has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a leverage ratio of
less than 4.0% or a common equity Tier 1 ratio of less than 4.5%. An institution is deemed to be “significantly undercapitalized”
if it has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a leverage ratio of
less than 3.0% or a common equity Tier 1 ratio of less than 3.0%. An institution is considered to be “critically undercapitalized”
if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2.0%.
If
less than adequately capitalized, regulatory approval is required to accept broker deposits. The OCC is required to take certain supervisory
actions against undercapitalized federal savings associations, the severity of which depends upon the association’s degree of undercapitalization.
In addition, numerous mandatory supervisory actions become immediately applicable to an undercapitalized association, including, but
not limited to, increased monitoring by regulators and restrictions on growth, capital distributions and expansion. The OCC could also
take any one of a number of discretionary supervisory actions, including the issuance of a capital directive and the replacement of senior
executive officers and directors. Significantly and undercapitalized associations are subject to additional mandatory and discretionary
measures.
Loans
to One Borrower. Federal law provides that federal savings associations are generally subject to the limits on loans to one borrower
applicable to national banks. Subject to certain exceptions, a federal savings association may not make a loan or extend credit to a
single or related group of borrowers in excess of 15% of its unimpaired capital and surplus. An additional amount may be lent, equal
to 10% of unimpaired capital and surplus, if secured by specified readily-marketable collateral, which generally does not include real
estate.
Standards
for Safety and Soundness. As required by statute, the federal banking agencies have adopted Interagency Guidelines prescribing
Standards for Safety and Soundness. The guidelines set forth the safety and soundness standards that the federal banking agencies use
to identify and address problems at insured depository institutions before capital becomes impaired. If the OCC determines that a federal
savings association fails to meet any standard prescribed by the guidelines, the OCC may require the institution to submit an acceptable
plan to achieve compliance with the standard. If an institution fails to meet these standards, the OCC may require the institution to
implement an acceptable compliance plan. Failure to implement such a plan can result in further enforcement action, including the issuance
of a cease-and-desist order or the imposition of civil money penalties.
Limitation
on Capital Distributions. OCC regulations impose limitations upon all capital distributions by a federal savings association,
including cash dividends, payments to repurchase its shares and payments to shareholders of another institution in a cash-out merger.
Under the regulations, an application to and the prior approval of the OCC is required before any capital distribution if, among other
circumstances the association will not remain an “eligible” savings association ( i.e. , generally, well capitalized
and with examination and Community Reinvestment Act ratings in the two top categories), the total capital distributions for the calendar
year exceed net income for that year plus the amount of retained net income for the preceding two years, the federal savings association
is directly or indirectly controlled by a mutual savings and loan holding company or the distribution would otherwise be agreement with the OCC. In addition, the federal savings association must provide 30 days prior notice to the Federal
Reserve Board of the capital distribution if, like First Federal of Hazard and First Federal of Kentucky, it is a subsidiary of a holding
company. If First Federal of Hazard’s or First Federal of Kentucky’s capital were ever to fall below its regulatory requirements
or the OCC notified it that it was in need of increased supervision, its ability to make capital distributions could be restricted. In
addition, the OCC could prohibit a proposed capital distribution that would otherwise be permitted by the regulation, if the agency determines
that such distribution would constitute an unsafe or unsound practice.
11
Qualified
Thrift Lender Test. Federal law requires federal savings associations to meet a qualified thrift lender test. Under the test,
a federal savings association is required to either qualify as a “domestic building and loan association” under the Internal
Revenue Code or maintain at least 65% of its “portfolio assets” (total assets less: (i) specified liquid assets up to 20%
of total assets; (ii) intangibles, including goodwill; and (iii) the value of property used to conduct business) in certain “qualified
thrift investments” (primarily residential mortgages and related investments, including certain mortgage-backed securities, education
loans, credit card loans and small business loans) in at least 9 months out of each 12-month period.
A
savings association that fails the qualified thrift lender test is immediately subject to certain operating restrictions, including restrictions
on new activities, branching and the payment of dividends. The Dodd-Frank Act also specifies that failing the qualified thrift lender
test is a violation of law that could result in an enforcement action. Failure to correct the violation within 12 months will cause the
association’s savings and loan holding company to register as and be deemed a bank holding company. At June 30, 2026, First Federal
of Hazard and First Federal of Kentucky were in compliance with the qualified thrift lender test in each of the prior 12 months.
Transactions
with Related Parties. Federal law limits the authority of First Federal of Hazard and First Federal of Kentucky to lend to, and
engage in certain other transactions (collectively, “covered transactions”), with “affiliates” ( e.g. ,
any company that controls or is under common control with an insured depository institution, including Kentucky First, First Federal
MHC and their non-savings institution subsidiaries). The aggregate amount of covered transactions with any individual affiliate is limited
to 10% of the capital and surplus of the savings association. The aggregate amount of covered transactions with all affiliates is limited
to 20% of the savings association’s capital and surplus. Loans and other specified transactions with affiliates are required to
be secured by collateral in an amount and of a type described in federal law. The purchase of low-quality assets from affiliates is generally
prohibited. Transactions with affiliates must be on terms and under circumstances that are at least as favorable to the association as
those prevailing at the time for comparable transactions with non-affiliated companies. In addition, savings associations are prohibited
from lending to any affiliate that is engaged in activities that are not permissible for bank holding companies and no federal savings
association may purchase the securities of any affiliate other than a subsidiary. Transactions between sister depository institutions
that are 80% or more owned by the same holding company are exempt from the quantitative limits and collateral requirements.
The
Sarbanes-Oxley Act of 2002 generally prohibits a company from making loans to its executive officers and directors. However, that law
contains a specific exception for loans by a depository institution to its executive officers and directors in compliance with federal
banking laws. Under such laws, First Federal of Hazard’s and First Federal of Kentucky’s authority to extend credit to executive
officers, directors and 10% shareholders (“insiders”), as well as entities such persons control, is limited. The law restricts
both the individual and aggregate amount of loans First Federal of Hazard and First Federal of Kentucky may make to insiders based, in
part, on First Federal of Hazard’s and First Federal of Kentucky’s respective capital positions and requires certain board
approval procedures to be followed. Such loans must be made on terms, including rates and collateral, substantially the same as, and
follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated
persons and that do not involve more than the normal risk of repayment or any other unfavorable features. There are additional restrictions
applicable to loans to executive officers.
Enforcement.
The OCC has primary enforcement responsibility over federal savings associations and has the authority to bring actions against
the institution and all institution-affiliated parties, including stockholders, and any attorneys, appraisers and accountants who knowingly
or recklessly participate in wrongful action likely to have an adverse effect on an insured institution. Formal enforcement actions may
range from the issuance of a capital directive or cease and desist order to removal of officers and/or directors to appointment of a
receiver or conservator or termination of deposit insurance. Civil penalties cover a wide range of violations and can amount to $25,000
per day, or even $1 million per day in especially egregious cases. The FDIC has authority to recommend to the OCC that enforcement action
to be taken with respect to a particular savings association. If action is not taken by the OCC, the FDIC has authority to take such
action under certain circumstances. Federal law also establishes criminal penalties for certain violations of law.
Assessments.
Federal savings associations pay assessments to the OCC to fund its operations. The general assessments, paid on a semi-annual
basis, are based upon the savings association’s total assets, including consolidated subsidiaries, its financial condition and
the complexity of its portfolio. During the current year, our assessments totaled $59,000.
12
Insurance
of Deposit Accounts. The deposits of both First Federal of Hazard and First Federal of Kentucky are insured up to applicable
limits by the DIF administered by the FDIC. Deposit insurance per account owner is currently $250,000. Under the FDIC’s risk-based
assessment system, insured depositories are assigned a risk category based on supervisory evaluations, regulatory capital levels and certain
other factors. An institution’s assessment rate depends upon the category to which it is assigned, and certain adjustments specified
by FDIC regulations. Institutions deemed less risky pay lower assessments. The FDIC may adjust the scale uniformly, except that no adjustment
can deviate more than two basis points from the base scale without notice and comment. No institution may pay a dividend if in default
of the federal deposit insurance assessment. Assessment rates currently range from 1.5 to 30 basis points of total average assets less
average tangible equity.
The
FDIC has authority to increase insurance assessments. A significant increase in insurance premiums would likely have an adverse effect
on the operating expenses and results of operations of the Banks. Management cannot predict what insurance assessment rates will be in
the future.
Federal
Home Loan Bank System. First Federal of Hazard and First Federal of Kentucky are members of the Federal Home Loan Bank System,
which consists of 11 regional Federal Home Loan Banks. The Federal Home Loan Bank provides a central credit facility primarily for member
institutions. As members of the Federal Home Loan Bank of Cincinnati, First Federal of Hazard and First Federal of Kentucky are each
required to acquire and hold shares of capital stock in that Federal Home Loan Bank. First Federal of Hazard and First Federal of Kentucky
were in compliance with this requirement with investments in Federal Home Loan Bank of Cincinnati stock at June 30, 2026, of $521,000
and $3.4 million, respectively.
Reserve
Requirements. Federal Reserve Board regulations require insured depository institutions to maintain non-interest earning reserves
against their transaction accounts (primary interest-bearing and regular checking accounts). Required reserves must be in the form of
vault cash and if vault cash does not fully satisfy the required reserves, requirements may be satisfied in the form of a balance maintained
with the appropriate Federal Reserve Bank. The Federal Reserve Board generally makes annual adjustments to the tiered cash reserve requirements,
however, effective March 26, 2020, the reserve requirement was set to zero for all depository institutions.
Community
Reinvestment Act. All insured depository institutions, including federal savings associations have a continuing and affirmative
obligation consistent with safe and sound operation to help meet the credit needs of their entire community, including low and moderate
income neighborhoods. The Community Reinvestment Act does not establish specific lending requirements or programs, nor does it limit
an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community
consistent with the Community Reinvestment Act. The Community Reinvestment Act requires the OCC, in connection with its examination of
a savings association, to assess the association’s record of meeting the credit needs of its community and to take such record
into account in its evaluation of certain applications made by such association, including applications for mergers and acquisitions,
and applications to open, relocate or close a branch or facility.
The
Community Reinvestment Act requires public disclosure of an institution’s rating and requires the OCC to provide a written evaluation
of an institution’s Community Reinvestment Act performance utilizing a four-tiered descriptive rating system. First Federal of
Hazard and First Federal of Kentucky each received a “Satisfactory” rating as a result of their most recent Community Reinvestment
Act assessments.
Privacy
Standards. The Banks are subject to FDIC regulations regarding the privacy protection provisions of the Gramm-Leach-Bliley
Act. These regulations require each of the Banks to disclose its privacy policy, including identifying with whom it shares “non-public
personal information” to customers at the time of establishing the customer relationship and annually thereafter. The regulations
also require each of the Banks to provide its customers with initial notices that accurately reflect its privacy policies and practices,
to make its privacy policies available to customers through its website, and to provide its customers with the ability to “opt-out”
of having the Bank share their non-public personal information with unaffiliated third parties before it can disclose such information,
subject to certain exceptions.
Cybersecurity. In
addition to the provisions in the Gramm-Leach-Bliley Act (discussed above), the Company and its subsidiaries are subject to many federal
and state laws, regulations and regulatory interpretations which impose standards and requirements related to cybersecurity. For example,
federal regulatory statements regarding cybersecurity indicates that financial institutions should design multiple layers of security
controls to establish lines of defense and to ensure that their risk management processes address the risk posed by compromised customer
credentials, including security measures to reliably authenticate customers accessing internet-based services of the financial institution.
Additionally, the statements indicate that a financial institution’s management is expected to maintain sufficient business continuity
planning processes to ensure the rapid recovery, resumption and maintenance of the institution’s operations after a cyber-attack
involving destructive malware. A financial institution is also expected to develop appropriate processes to enable recovery of data and
business operations and address rebuilding network capabilities and restoring data if the institution or its critical service providers
fall victim to this type of cyber-attack. Financial institutions that fail to observe this regulatory guidance on cybersecurity may be
subject to various regulatory sanctions, including financial penalties.
13
Anti-Money
Laundering and OFAC. Under federal law, financial institutions must maintain anti-money laundering programs that include
established internal policies, procedures, and controls. Financial institutions are also prohibited from entering into specified financial
transactions and account relationships and must meet enhanced standards for due diligence and customer identification. Financial institutions
must take reasonable steps to conduct enhanced scrutiny of account relationships to guard against money laundering and to report any
suspicious transactions. Law enforcement authorities have been granted increased access to financial information maintained by financial
institutions. Bank regulators routinely examine institutions for compliance with these obligations and they consider an institution’s
compliance in connection with the regulatory review of applications, including applications for banking mergers and acquisitions. The
U.S. Department of the Treasury’s Office of Foreign Assets Control, or “OFAC,” is responsible for helping to ensure
that U.S. entities do not engage in transactions with certain prohibited parties, as defined by various Executive Orders and Acts of
Congress. OFAC publishes lists of persons, organizations, and countries suspected of aiding, harboring or engaging in terrorist acts,
known as Specially Designated Nationals and Blocked Persons. If the Bank finds a name on any transaction, account or wire transfer that
is on an OFAC list, the Bank must freeze or block such account or transaction, file a suspicious activity report and notify the appropriate
authorities. The U.S. Treasury Department’s Financial Crises Enforcement Network rules include customer due diligence requirements
for banks, including a requirement to identify and verify the identity of beneficial owners of customers that are legal entities, subject
to certain exclusions and exemptions.
Prohibitions
Against Tying Arrangements . Federal savings associations are prohibited, subject to some exceptions, from extending credit
to or offering any other service, or fixing or varying the consideration for such extension of credit or service, on the condition that
the customer obtain some additional service from the institution or its affiliates or not obtain services of a competitor of the institution.
Other
Regulations. Interest and other charges collected or contracted for by First Federal of Hazard and First Federal of Kentucky
are subject to state usury laws and federal laws concerning interest rates. The operations of First Federal of Hazard and First Federal
of Kentucky are also subject to federal laws applicable to credit transactions, such as the:
● Truth-In-Lending
Act, governing disclosures of credit terms to consumer borrowers;
● Equal
Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;
● Fair
Credit Reporting Act, governing the use and provision of information to credit reporting agencies;
● Fair
Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies;
●
Truth in Savings Act, prescribing
disclosure and advertising requirements with respect to deposit accounts; and
●
Rules and regulations of
the various federal agencies charged with the responsibility of implementing such federal laws.
The
operations of First Federal of Hazard and First Federal of Kentucky also are subject to the:
●
Right to Financial Privacy
Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with
administrative subpoenas of financial records;
●
Electronic Funds Transfer
Act and Regulation E promulgated thereunder, which govern automatic deposits to and withdrawals from deposit accounts and customers’
rights and liabilities arising from the use of automated teller machines and other electronic banking services;
●
Check Clearing for the
21st Century Act (also known as “Check 21”), which gives “substitute checks,” such as digital check images
and copies made from that image, the same legal standing as the original paper check; and
●
The USA PATRIOT Act, which
requires savings associations to, among other things, establish broadened anti-money laundering compliance programs, and due diligence
policies and controls to ensure the detection and reporting of money laundering. Such required compliance programs are intended to
supplement existing compliance requirements that also apply to financial institutions under the Bank Secrecy Act and the Office of
Foreign Assets Control regulations.
Holding
Company Regulation
General.
Kentucky First and First Federal MHC are savings and loan holding companies within the meaning of federal law. As such, they
are registered with the Federal Reserve Board and are subject to Federal Reserve Board regulations, examinations, supervision, reporting
requirements and regulations concerning corporate governance and activities. In addition, the Federal Reserve Board has enforcement authority
over Kentucky First and First Federal MHC and their non-savings association subsidiaries. Among other things, this authority permits
the Federal Reserve Board to restrict or prohibit activities that are determined to be a serious risk to First Federal of Hazard and/or
First Federal of Kentucky.
14
Restrictions
Applicable to Mutual Holding Companies. Federal law and Federal Reserve Board regulations, limit the activities of a mutual holding
company, such as First Federal MHC, to the following: (1) investing in the stock of insured savings association and acquiring them by
means of a merger or acquisition; (2) investing in a corporation the capital stock of which may be lawfully purchased by a savings association
under federal law; (3) furnishing or performing management services for a savings association subsidiary of a savings and loan holding
company; (4) conducting an insurance agency or escrow business; (5) holding, managing or liquidating assets owned or acquired from
a savings association subsidiary of the savings and loan holding company; (6) holding or managing properties used or occupied by a savings
association subsidiary of the savings and loan holding company; (7) acting as trustee under deed of trust; (8) any activity permitted
for multiple savings and loan holding companies by Federal Reserve Board regulations and; (9) any activity permitted by the Federal Reserve
Board for bank holding companies and financial holding companies.
Federal
law prohibits a savings and loan holding company, including a federal mutual holding company, from directly or indirectly, or through
one or more subsidiaries, acquiring more than 5% of the voting stock of another savings association, or its holding company, without
prior written approval of the Federal Reserve Board. Federal law also prohibits a savings and loan holding company from acquiring or
retaining control of a depository institution that is not insured by the FDIC. In evaluating applications by holding companies to acquire
savings associations, the Federal Reserve Board must consider the financial and managerial resources and future prospects of the company
and institution involved, the effect of the acquisition on the risk to the insurance funds, the convenience and needs of the community
and competitive factors.
The
Federal Reserve Board is prohibited from approving any acquisition that would result in a multiple savings and loan holding company controlling
savings associations in more than one state, except: (1) the approval of interstate supervisory acquisitions by savings and loan
holding companies, and (2) the acquisition of a savings institution in another state if the laws of the state of the target savings
association specifically permit such acquisitions. The states vary in the extent to which they permit interstate savings and loan holding
company acquisitions.
Capital
Requirements . Savings and loan holding companies are generally subject to consolidated capital requirements. The Federal Reserve
Board has provided a “Small Bank Holding Company” exception to its consolidated capital requirements, and EGRRCP directed
the Federal Reserve Board to increase the asset threshold for the exception to $3.0 billion, which was done in 2018. Consequently, savings
and loan holding companies of less than $3.0 billion of assets, such as First Federal, MHC and Kentucky First, are exempt from consolidated
capital requirements unless otherwise directed by the Federal Reserve Board individually.
Source
of Strength. Federal Reserve Board regulations require savings and loan holding companies to act as a source of financial and
managerial strength to their subsidiary savings associations. The Dodd-Frank Act codified the requirement that savings and loan holding
companies act as a source of financial strength to their insured depository institution subsidiaries. As a result, savings and loan holding
companies are expected to commit resources to support subsidiary savings associations, including at times when the savings and loan holding
company may not be in a financial position to provide such resources.
Dividends.
The Federal Reserve Board has issued a policy statement on the payment of cash dividends by bank holding companies, which expressed
the Federal Reserve Board’s view that a bank holding company should pay cash dividends only to the extent that the company’s
net income for the past year is sufficient to cover both the cash dividends and a rate of earnings retention that is consistent with the
company’s capital needs, asset quality and overall financial condition. The Federal Reserve Board also indicated that it would
be inappropriate for a company experiencing serious financial problems to borrow funds to pay dividends. Furthermore, under the prompt
corrective action regulations, the Federal Reserve Board may prohibit a bank holding company from paying any dividends if the holding
company’s insured depository institution subsidiary is classified as “undercapitalized.” See “Federal Savings
Association Regulation – Prompt Corrective Regulatory Action.”
Stock
Holding Company Subsidiary Regulation. Federal Reserve Board regulations govern the two-tier mutual holding company form of organization
and subsidiary stock holding companies that are controlled by mutual holding companies. Kentucky First is the stock holding company subsidiary
of First Federal MHC. Kentucky First is only permitted to engage in activities that are permitted for First Federal MHC subject to the
same restrictions and conditions.
15
Waivers of Dividends by First Federal MHC .
Federal Reserve Board regulations require First Federal MHC to notify the Federal Reserve Board if it proposes to waive the right
to receive dividends declared by Kentucky First. The Dodd-Frank Act specified that dividends may be waived if certain conditions are met,
including that the Federal Reserve Board does not object after being given written notice of the dividend and proposed waiver. The Federal
Reserve Board may not object to such a waiver (i) if the mutual holding company involved has, prior to December 1, 2009, reorganized into
a mutual holding company structure, engaged in a minority stock offering and waived dividends it had a right to receive; (ii) the board
of directors of the mutual holding company expressly determines that a waiver of the dividend is consistent with its fiduciary duties
to members and (iii) the waiver would not be detrimental to the safe and sound operation of the savings association subsidiaries of the
holding company. Beginning with the dividend paid in September 2012, First Federal MHC has annually sought member approval to obtain Federal
Reserve Board approval to waive the MHC’s dividends from the Company. In January 2024, the Company announced that dividends to shareholders
would be suspended indefinitely, and that First Federal MHC had suspended efforts to seek member approval to obtain the dividend waiver
in the coming year. On July 28, 2026, , the Company’s Board of Directors announced the resumption of the dividend and declared a
cash dividend of $0.05 per share payable on September 21, 2026. For more information, see Item 1A, “Risk Factors – Our
ability to pay dividends is subject to the ability of First Federal of Hazard and First Federal of Kentucky to make capital distributions
to Kentucky First and the waiver of dividends by First Federal MHC.”
Conversion
of First Federal MHC to Stock Form. Federal Reserve Board regulations permit First Federal MHC to convert from the mutual form
of organization to the capital stock form of organization. In a conversion transaction, a new holding company would be formed as successor
to First Federal MHC, its corporate existence would end, and certain depositors would receive the right to subscribe for additional shares
of the new holding company. In a conversion transaction, each share of common stock held by stockholders other than First Federal MHC
would be automatically converted into a number of shares of common stock of the new holding company based on an exchange ratio determined
at the time of conversion that ensures that stockholders other than First Federal MHC own the same percentage of common stock in the
new holding company as they owned in us immediately before conversion. Under Federal Reserve Board regulations, stockholders other than
First Federal MHC would not be diluted because of any dividends waived by First Federal MHC (and waived dividends would not be considered
in determining an appropriate exchange ratio, provided that the mutual holding company involved was formed, engaged in a minority offering
and waived dividends prior to December 1, 2009), in the event First Federal MHC converts to stock form. First Federal MHC was formed,
engaged in a minority stock offering and waived dividends prior to December 1, 2009. The total number of shares held by stockholders
other than First Federal MHC after a conversion transaction also would be increased by any purchases by stockholders other than First
Federal MHC in the stock offering conducted as part of the conversion transaction.
Acquisition
of Control. Under the federal Change in Bank Control Act, a notice must be submitted to the Federal Reserve Board if any person
(including a company), or group acting in concert, seeks to acquire “control” of a savings and loan holding company or savings
association. An acquisition of “control” can occur upon the acquisition of 10% or more of the voting stock of a savings and
loan holding company or savings association or as otherwise defined by the Federal Reserve Board. Under the Change in Bank Control Act,
the Federal Reserve Board has 60 days from the filing of a complete notice to act, taking into consideration certain factors, including
the financial and managerial resources of the acquirer and the anti-trust effects of the acquisition. Any company that so acquires control
would then be subject to regulation as a savings and loan holding company.
Future
Legislation. Federal and state legislatures may introduce legislation that will impact the financial services industry. In addition,
federal banking agencies may introduce regulatory initiatives that are likely to impact the financial services industry, generally. Such
initiatives may include proposals to expand or contract the powers of savings and loan holding companies and/or depository institutions
or proposals to substantially change the financial institution regulatory system. Such legislation could change banking statutes and
the operating environment of the Company in substantial and unpredictable ways. If enacted, such legislation could increase or decrease
the cost of doing business, limit or expand permissible activities, or affect the competitive balance among banks, savings associations,
credit unions, and other financial institutions. The Company cannot predict whether any such legislation will be enacted, or, if enacted,
the effect that it or any implementing regulations would have on the financial condition or results of operations of the Company. A change
in statutes, regulations, or regulatory policies applicable to Kentucky First or any of its subsidiaries could have a material effect
on the business of the Company.
16
Federal
and State Taxation
General.
We report our income on a fiscal year basis using the cash method of accounting. See Note H-Federal Income Taxes in the Notes
to Consolidated Financial Statements for a description of the change in accounting method available through the Tax Cuts and Jobs Act.
Federal
Taxation . The federal income tax laws apply to us in the same manner as to other corporations with some exceptions, including
particularly the reserve for bad debts discussed below. The following discussion of tax matters is intended only as a summary and does
not purport to be a comprehensive description of the tax rules applicable to us. Our federal income tax returns are subject to examination
for years 2019 and later. The federal statutory tax rate was 21% for the fiscal years ended June 30, 2026 and 2025.
On
December 22, 2017, the Tax Cuts and Jobs Act was enacted, which amended the Internal Revenue Code of 1986, reducing tax rates and
modifying certain policies, credits, and deductions for individuals and businesses. Included in this legislation was a reduction of the
federal corporate income tax rate from 35% to 21%. The Tax Cuts and Jobs Act also added limitations on the deductibility of business
interest expense. While this limitation should not impact the deductibility of the Company’s interest expense, the limitation could
impact our commercial borrowers. The Tax Cuts and Jobs Act also includes changes to personal income taxes, including: (i) a lower
limit on the deductibility of mortgage interest on single-family residential mortgages; (ii) the elimination of interest deductions for
home equity loans; and (iii) a limitation on the deductibility of property taxes and state and local income taxes.
For
fiscal years beginning before June 30, 1996, thrift institutions that qualified under certain definitional tests and other conditions
of the Internal Revenue Code were permitted to use certain favorable provisions to calculate their deductions from taxable income for
annual additions to their bad debt reserve. A reserve could be established for bad debts on qualifying real property loans, generally
secured by interests in real property improved or to be improved, under the percentage of taxable income method or the experience method.
The reserve for nonqualifying loans was computed using the experience method. Federal legislation enacted in 1996 repealed the reserve
method of accounting for bad debts and the percentage of taxable income method for tax years beginning after 1995 and require savings
institutions to recapture or take into income certain portions of their accumulated bad debt reserves. First Federal of Hazard did not
qualify for such favorable tax treatment for any years through 1996. Approximately $5.2 million of First Federal of Kentucky’s accumulated bad debt reserves would not be recaptured into taxable income unless Frankfort First makes a “non-dividend distribution”
to Kentucky First as described below. If First Federal of Hazard or First Federal of Kentucky makes “non-dividend distributions”
to us, the distributions will be considered to have been made from First Federal of Hazard’s and First Federal of Kentucky’s
unrecaptured tax bad debt reserves, including the balance of their reserves as of December 31, 1987, to the extent of the “non-dividend
distributions,” and then from First Federal of Kentucky’s supplemental reserve for losses on loans, to the extent of those
reserves, and an amount based on the amount distributed, but not more than the amount of those reserves, will be included in First Federal
of Kentucky’s taxable income. Non-dividend distributions include distributions in excess of First Federal of Kentucky’s current
and accumulated earnings and profits, as calculated for federal income tax purposes, distributions in redemption of stock, and distributions
in partial or complete liquidation. Dividends paid out of First Federal of Kentucky’s current or accumulated earnings and profits
will not be so included in First Federal of Kentucky’s taxable income.
The
amount of additional taxable income triggered by a non-dividend distribution is an amount that, when reduced by the tax attributable
to the income, is equal to the amount of the distribution. Therefore, if First Federal of Kentucky makes a non-dividend distribution
to us, approximately one and one-half times the amount of the distribution not in excess of the amount of the reserves would be includable
in income for federal income tax purposes, assuming a 21% federal corporate income tax rate. First Federal of Kentucky does not intend
to pay dividends in the future that would result in a recapture of any portion of its bad debt reserves.
State
Taxation. Although First Federal MHC and Kentucky First are subject to the Kentucky corporation income tax and state corporation
license tax (franchise tax), the corporation license tax is repealed effective for tax periods ending on or after December 31, 2005.
Gross income of corporations subject to Kentucky income tax is similar to income reported for federal income tax purposes except that
dividend income, among other income items, is exempt from taxation. For First Federal MHC and Kentucky First tax years beginning July
1, 2005, the corporations are subject to an alternative minimum income tax. Corporations must pay the greater of the income tax, the
alternative tax or $175. The corporations can choose between two methods to calculate the alternative minimum; 9.5 cents per $100 of
the corporation’s gross receipts, or 75 cents per $100 of the corporation’s Kentucky gross profits. Kentucky gross profits
means Kentucky gross receipts reduced by returns and allowances attributable to Kentucky gross receipts, less Kentucky cost of goods
sold. The corporations, in their capacity as holding companies for financial institutions, do not have a material amount of cost of goods
sold. Although the corporate license tax rate is 0.21% of total capital employed in Kentucky, a bank holding company, as defined in Kentucky
Revised Statutes 287.900, is allowed to deduct from its taxable capital, the book value of its investment in the stock or securities
of subsidiaries that are subject to the bank franchise tax.
First
Federal of Hazard and First Federal of Kentucky are subject to both the Kentucky corporation income tax and corporation license tax.
On March 26, 2019, HB 354 was enacted which sunsets the Savings and Loan Tax after 2020 and subjects financial institutions to the corporate
income tax beginning January 1, 2021. Effective January 1, 2021, the Savings and Loan Tax no longer applies to financial institutions.
17
Item
1A. Risk Factors .
Interest
Rate Risk
Rising
interest rates may hurt our profits and asset values .
Net interest income rose $2.8 million from June
30, 2025 to June 30, 2026 as a result of increased interest income and decreased interest expense. This time period consisted of the Federal
Reserve Board (“FOMC”) decreasing interest rates, which in part improved net interest income. The FOMC has since increased
their target and subsequently increased rates 25 basis points in September, 2026.
If interest rates continue to rise in the future,
our net interest income may decline in the short term since, due to the generally shorter terms of interest-bearing liabilities, interest
expense paid on interest-bearing liabilities, increases more quickly than interest income earned on interest-earning assets, such as loans
and investments. In addition, rising interest rates may hurt our income because of reduced demand for new loans and refinancing loans
may in turn result in reduced interest and fee income earned on new loans and loan refinancings. While we believe that modest interest
rate increases will not significantly hurt our interest rate spread over the long term due to our high level of liquidity and the presence
of a significant amount of adjustable-rate mortgage loans in our loan portfolio, interest rate increases may initially reduce our interest
rate spread until such time as our loans and investments reprice to higher levels.
Changes in interest rates also affect the value
of our interest-earning assets, and in particular our securities portfolio. Generally, the value of fixed-rate securities fluctuates inversely
with changes in interest rates. Unrealized gains and losses on securities available for sale are reported as separate components of equity.
Decreases in the fair value of securities available for sale resulting from increases in interest rates therefore could have an adverse
effect on stockholders’ equity. At June 30, 2026, this decrease in fair value of the securities, otherwise known as Accumulated
other comprehensive loss totaled $129,000 or 1.2% of our securities portfolio.
Rising
interest rates may adversely affect the ability of borrowers to repay loans.
We
offer fixed-rate and adjustable-rate mortgage loans with terms of up to 30 years; however, across our loan portfolio, interest rates
and payments adjust annually after a one-, three-, five- or seven-year initial fixed period. At June 30, 2026, 92.1% of our residential
real estate loan portfolio was adjustable-rate loans. Rising interest rates could have a negative impact on our results of operations
by reducing the ability of borrowers to repay their current loan obligations as interest rates rise, the borrower’s payments rise,
increasing the potential for delinquencies and defaults.
Risks
Related to Our Lending Activities
Inflationary
pressures and rising prices may affect our results of operations and financial condition.
Inflation has risen sharply since the end of 2021
to levels not seen for over 40 years. Inflationary pressures are currently expected to remain elevated throughout 2026. Inflation could
lead to increased costs to our customers, making it more difficult for them to repay their loans or other obligations. While interest
rates have declined since September 2024, the FOMC raised interest rates by a quarter of a percentage point in September 2026 and higher
interest rates may be needed to tame persistent inflationary price pressures, which could also push down asset prices and weaken economic
activity. A deterioration in economic conditions in the United States and our markets could result in an increase in loan delinquencies
and non-performing assets, decreases in loan collateral values and a decrease in demand for our products and services, all of which, in
turn, would adversely affect our business, financial condition and results of operations.
18
If
our allowance for credit losses is not sufficient to cover actual loan losses, our results of operations would be negatively affected.
In
determining the amount of the allowance for credit losses, we analyze our loss and delinquency experience by loan categories and we consider
the effect of existing economic conditions. In addition, we make various assumptions and judgments about the collectability of our loan
portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for
the repayment of many of our loans. If the actual results are different from our estimates, or our analyses are incorrect, our allowance
for credit losses may not be sufficient to cover losses inherent in our loan portfolio, which would require additions to our allowance
and would decrease our net income. An emphasis on loan growth or shifting the types of loans the banks make, as well as any future credit
deterioration, could require us to increase our allowance further in the future. In addition, our banking regulators periodically review
our allowance for loan losses and could require us to increase our provision for loan losses. Any increase in our allowance for credit
losses or loan charge-offs as required by regulatory authorities may have a material adverse effect on our results of operations and financial
condition.
A
large percentage of our loans are collateralized by real estate and disruptions in the real estate market may result in losses and hurt
our earnings.
Approximately
99.5% of our loan portfolio at June 30, 2026 was comprised of loans collateralized by real estate. Disruptions in the real estate market
could significantly impair the value of our collateral and our ability to sell the collateral upon foreclosure. The real estate collateral
in each case provides an alternate source of repayment in the event of default by the borrower and may deteriorate in value during the
time the credit is extended. If real estate values decline, it will become more likely that we would be required to increase our allowance
for loan losses. If during a period of reduced real estate values, we are required to liquidate the collateral securing a loan to satisfy
the debt or to increase our allowance for credit losses, it could materially reduce our profitability and adversely affect our financial
condition.
Our
concentration of residential mortgage loans exposes us to increased lending risks.
At
June 30, 2026, $240.0 million, or 74.6%, of our loan portfolio was secured by one-to-four family real estate, all of which is located
in the Commonwealth of Kentucky, and we intend to continue this type of lending in the foreseeable future. One-to-four family residential
mortgage lending is generally sensitive to regional and local economic conditions that significantly impact the ability of borrowers
to meet their loan payment obligations, making loss levels difficult to predict. A decline in residential real estate values as a result
of a downturn in the local housing markets or in the markets in neighboring states in which we originate residential mortgage loans could
reduce the value of the real estate collateral securing these types of loans. Declines in real estate values could cause some of our
residential mortgages to be inadequately collateralized, which would expose us to a greater risk of loss if we seek to recover on defaulted
loans by selling the real estate collateral.
The
distressed economy in First Federal of Hazard’s market area could hurt our profits and slow our growth.
Our
banks operate in four distinct market areas. First Federal of Hazard’s market area consists of Perry and surrounding counties
in eastern Kentucky. The economy in this market area has been distressed in recent years due to the decline in the coal industry on which
the economy has been dependent. While the region has seen improvement in the economy from the influx of other industries, such as health
care and manufacturing, the competition provided by new methods of extracting natural gas has recently hurt the coal industry. As a consequence,
the economy in First Federal of Hazard’s market area continues to lag behind the economies of Kentucky and the United States and
First Federal of Hazard has experienced insufficient loan demand in its market area. Moreover, the slow economy in First Federal of Hazard’s
market area will limit our ability to grow our asset base in that market.
Our
mortgage banking revenue and the value of our mortgage servicing rights can be volatile.
We
plan to continue to sell our longer-term, conforming and non-conforming fixed-rate loans that we originate to generate noninterest income.
We also earn revenue from fees we receive for servicing mortgage loans. Changes in interest rates may impact our mortgage banking revenues,
which could negatively impact our noninterest income. When rates rise, the demand for mortgage loans usually tends to fall, reducing
loan origination volume and the related amount of gains on the sales of loans. Under the same conditions, net revenue from our mortgage
servicing activities can increase due to slower prepayments, which reduces our amortization expense for mortgage servicing rights. When
rates fall, mortgage originations usually tend to increase and the value of our mortgage servicing rights usually tends to decline, also
with some offsetting revenue effect. During the fiscal year ended June 30, 2026, non-interest income increased $129,000 or 25.8% compared
to June 30, 2025 and totaled $629,000, primarily due to increased net gains on sales of loans of $108,000 or 53.7%.
In
addition, our results of operations are affected by the amount of noninterest expenses associated with mortgage banking activities, such
as salaries and employee benefits (including commissions), occupancy, equipment and data processing expense, and other operating costs.
During periods of reduced loan demand, our results of operations may be adversely affected to the extent that we are unable to reduce
expenses commensurate with the decline in mortgage loan origination activity.
19
Liquidity
Risk
Financial
challenges at other banking institutions could lead to depositor concerns that spread within the banking industry causing disruptive
and destabilizing deposit outflows.
In March 2023, Silicon Valley Bank and Signature Bank experienced large
deposit outflows coupled with insufficient liquidity to meet withdrawal demands, resulting in the institutions being placed into FDIC
receivership. In May 2023, First Republic Bank was also placed into FDIC receivership. In the aftermath of these events, there has been
substantial market disruption and concerns that diminished depositor confidence could spread across the banking industry, leading to deposit
outflows that could destabilize other institutions. To strengthen public confidence in the banking system, the FDIC took action to protect
funds held in uninsured deposit accounts at Silicon Valley Bank, Signature Bank and First Republic Bank. However, the FDIC has not committed
to protecting uninsured deposits in other institutions that experience outsized withdrawal demands. To further bolster the banking system,
the Federal Reserve Board created a new Bank Term Funding Program to provide an additional source of liquidity. At June 30, 2026, we had
$27.4 million in available liquidity, including $16.5 million in cash and cash equivalents. Our uninsured deposits are estimated to be
approximately $31.7 million or 12.2% of total deposits. At June 30, 2026, we had off-balance sheet liquidity sources totaling $89.4 million,
including $76.1 million in additional borrowing capacity at the Federal Home Loan Bank of Cincinnati. Notwithstanding our significant
liquidity, large deposit outflows could adversely affect our financial condition and results of operations and could result in the closure
of the Banks. Furthermore, the recent bank failures may result in strengthening of capital and liquidity rules which, if the revised rules
apply to us, could adversely affect our financial condition and results of operations.
Insufficient
liquidity or liquidity related concerns could impair our ability to fund operations, pay dividends on outstanding shares of stock, and
jeopardize our financial condition, growth and prospects.
We
require sufficient liquidity to fund loan commitments, satisfy depositor withdrawal requests, make payments on our debt obligations as
they become due, and meet other cash commitments. Liquidity risk is the potential that we will be unable to meet our obligations as they
become due because of an inability to liquidate assets or obtain adequate funding at a reasonable cost, in a timely manner and without
adverse conditions or consequences. Our sources of liquidity consist primarily of cash, assets readily convertible to cash (such as investment
securities), increases in deposits, advances, as needed, from the FHLB, borrowings, as needed, from the Federal Reserve Bank of Cleveland
and other borrowings. Our access to funding sources in amounts adequate to finance our activities or on acceptable terms could be impaired
by factors that affect our organization specifically or the financial services industry or economy in general. Any substantial, unexpected,
and/or prolonged change in the level or cost of liquidity, or any liquidity related requirements imposed by our regulators, could impair
our ability to fund operations, pay dividends on outstanding shares of stock, enact stock repurchases, and meet our obligations as they
become due and could have a material adverse effect on our business, financial condition and results of operations.
As
the mutual holding company and majority shareholder of Kentucky First Federal Bancorp, First Federal MHC must receive the approval of
the Federal Reserve Board and the members of First Federal MHC in order to waive the receipt of any dividends declared and paid by Kentucky
First Federal Bancorp to its shareholders. While Kentucky First Federal has previously received such approvals, those approvals have
expired. The inability to receive those approvals in the future would adversely impact Kentucky First Federal’s ability to pay
dividends to its shareholders in the future.
In previous years, First Federal MHC has received Federal Reserve Board
approval to waive quarterly dividends otherwise payable by the Company totaling $0.40 per share annually beginning with the dividend paid
on September 28, 2012 and continuing through the dividend payable in the third quarter of 2024. However, First Federal MHC did not seek
to obtain regulatory approval to waive dividends for periods after the third quarter of 2024, and the prior Federal Reserve Board approval
to waive the payment of quarterly dividends that would otherwise be payable to First Federal MHC expired. On July 28, 2026, First Federal
MHC held a meeting to vote on a proposal to permit First Federal MHC to waive its right to receive quarterly dividends aggregating up
to $0.40 per share declared by Kentucky First during the 12-month period following member approval of the dividend waiver proposal. The
members of First Federal MHC voted and approved the waiver of First Federal MHC’s right to receive quarterly dividends and the Company
has resumed the payment of dividends. In the future, it is expected that First Federal MHC will waive future dividends, except to the
extent dividends are needed to fund First Federal MHC’s continuing operations, subject to the ability of First Federal MHC to obtain
regulatory approval of its requests to waive dividends and to its ability to obtain member approval of dividend waivers. We cannot predict
whether members will continue to approve annual dividend waiver requests or whether the Federal Reserve Board will grant future dividend
waiver requests and, if granted, there can be no assurance as to the conditions, if any, the Federal Reserve Board will place on future
dividend waiver requests by grandfathered mutual holding companies such as First Federal MHC. If First Federal MHC is unable to waive
the receipt of dividends, the Company’s ability to pay dividends to our stockholders may be substantially impaired and the amounts
of any such dividends may be significantly reduced.
20
Risks
Related to Our Business and Industry Generally
Strong
competition within our market areas could hurt our profits and slow growth.
Although
we consider ourselves competitive in our market areas, we face intense competition both in making loans and attracting deposits. Price
competition for loans and deposits might result in our earning less on our loans and paying more on our deposits, which reduces net interest
income. Some of the institutions with which we compete have substantially greater resources than we have and may offer services that
we do not provide. We expect competition to increase in the future as a result of legislative, regulatory and technological changes and
the continuing trend of consolidation in the financial services industry. Our profitability will depend upon our continued ability to
compete successfully in our market areas.
Risks
Related to Laws and Regulations
Regulation of the financial services industry
is intense, and we may be adversely affected by changes in laws and regulations.
We are subject to extensive government regulation, supervision and
examination, including the imposition of restrictions on our operations, the classification of our assets and determination of the adequacy
of the level of our allowance for credit losses. These regulations, along with existing tax, accounting, securities, insurance and monetary
laws, rules, standards, policies, and interpretations, control the methods by which financial institutions conduct business, implement
strategic initiatives and tax compliance, and govern financial reporting and disclosures. Such regulation, supervision and examination
govern the activities in which we may engage and are intended primarily for the protection of the federal deposit insurance fund and the
Banks’ depositors, rather than the protection of the Company’s stockholders. Any change in such regulation and oversight,
whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations.
Further, changes in accounting standards can be both difficult to predict and involve judgment and discretion in their interpretation
by us and our independent accounting firm. These changes could materially impact, potentially even retroactively, how we report our financial
condition and results of operations. Any future legislative or regulatory changes could have a material impact on our profitability, the
value of assets held for investment or the value of collateral for loans. Future legislative changes could also require changes to business
practices and potentially expose us to additional costs, liabilities, enforcement action and reputational risk. Federal regulatory agencies
also have the ability to take strong supervisory actions against financial institutions that have experienced increased loan production
and losses and other underwriting weaknesses or have compliance weaknesses. These actions include entering into formal or informal written
agreements and cease and desist orders that place certain limitations on their operations, and/or they can impose fines. If we were to
become subject to a regulatory action, such action could negatively impact our ability to execute our business plan, and result in operational
restrictions, as well as our ability to grow, pay dividends, repurchase stock or engage in mergers and acquisitions. On August 13, 2024,
First Federal of Kentucky entered into a formal written agreement (the “Agreement”) with the OCC, which became effective as
of the same date. As a result of the Agreement, pursuant to 12 C.F.R. § 5.51(c)(7)(ii), First Federal of Kentucky was deemed to be
in “troubled condition,” and was not an “eligible savings association” for purposes of 12 C.F.R. § 5.3. In
addition to the formal written Agreement, the OCC also imposed individual minimum capital requirements (“IMCRs”) on First
Federal of Kentucky. The IMCRs required First Federal of Kentucky to maintain a common equity tier 1 capital ratio of at least 9.0%, a
tier 1 capital ratio of at least 11.0%, a total capital ratio of at least 12.0%, and a leverage ratio of at least 9.0%. If the OCC were
to have determined that First Federal of Kentucky was not in compliance with the Agreement, it would have available various remedies,
including among others, the power to enjoin “unsafe or unsound” practices, to require affirmative action to correct any conditions
resulting from any violation or practice, to direct an increase in capital, to restrict the growth of First Federal of Kentucky, to remove
officers and/or directors, to assess civil monetary penalties, and to impose limitations on our business at First Federal of Kentucky,
any of which could negatively affect our ability to implement our business plan and pay dividends on our common stock, and may negatively
affect the value of our common stock as well as our financial condition and results of operations. On February 19, 2026, the OCC published
notification that it had terminated the Agreement. In addition to terminating the Agreement, the OCC also lifted the individual minimum
capital requirements imposed on First Federal of Kentucky in connection with the Agreement. For additional information regarding the Agreement
and the IMCRs and the termination of the Agreement and the IMCRs, see “Item 1: Business—Regulation and Supervision.
We may be unable to disclose some regulatory
restrictions or limitations on our operations imposed by our regulators, even if material to our business.
As part of our regular examination process, our
regulators may advise us to operate under various restrictions as a prudential matter. Any such actions or restrictions, if and in whatever
manner imposed, could adversely affect our costs and revenues. Moreover, efforts to comply with any such nonpublic supervisory actions
or restrictions may require material investments in additional resources and systems, as well as a significant commitment of managerial
time and attention. As a result, such supervisory actions or restrictions, if and in whatever manner imposed, could have a material adverse
effect on our business and results of operations; and, in certain instances, we may not be able to publicly disclose these matters, even
if material to our business.
21
Non-compliance
with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.
The
USA PATRIOT and Bank Secrecy Acts require financial institutions to develop programs to prevent financial institutions from being used
for money laundering and terrorist activities. If such activities are suspected, financial institutions are obligated to file suspicious
activity reports with the U.S. Treasury’s Office of Financial Crimes Enforcement Network. These rules require financial institutions
to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure to comply
with these regulations could result in fines or sanctions, including restrictions on pursuing any acquisitions or establishing or acquiring
new branches. The policies and procedures we have adopted that are designed to assist in compliance with these laws and regulations may
not be effective in preventing violations of these laws and regulations. Furthermore, these rules and regulations continue to evolve
and expand. We have not been subject to fines or other penalties, or have suffered business or reputational harm, as a result of money
laundering activities in the past.
Monetary
policies and regulations of the Federal Reserve Board could adversely affect our business, financial condition and results of operations.
In
addition to being affected by general economic conditions, our earnings and growth are affected by the policies of the Federal Reserve
Board. An important function of the Federal Reserve Board is to regulate the money supply and credit conditions. Among the instruments
used by the Federal Reserve Board to implement these objectives are open market purchases and sales of U.S. government securities, adjustments
to the discount rate and changes in banks’ reserve requirements against bank deposits. These instruments are used in varying combinations
to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest
rates charged on loans or paid on deposits. The monetary policies and regulations of the Federal Reserve Board have had a significant
effect on the operating results of financial institutions in the past and are expected to continue to do so in the future. The effects
of such policies upon our business, financial condition and results of operations cannot be predicted.
We
may be adversely affected by recent changes in U.S. tax laws and regulations.
Changes in tax laws contained in the Tax Cuts and Jobs Act, which was
enacted in December 2017, and the legislation commonly known as the “One Big Beautiful Bill Act” signed into law on July 4,
2025, includes a number of provisions that will have an impact on the banking industry, borrowers and the market for residential real
estate. Included in this legislation were: (i) a lower limit on the deductibility of mortgage interest on single-family residential mortgage
loans, (ii) the elimination of interest deductions for home equity loans, (iii) a limitation on the deductibility of business interest
expense and (iv) a limitation on the deductibility of property taxes and state and local income taxes.
The
changes in the tax laws may have an adverse effect on the market for, and valuation of, residential properties, and on the demand for
such loans in the future, and could make it harder for borrowers to make their loan payments. If home ownership becomes less attractive,
demand for mortgage loans could decrease. The value of the properties securing loans in our loan portfolio may be adversely impacted
as a result of the changing economics of home ownership, which could require an increase in our provision for loan losses, which would
reduce our profitability and could materially adversely affect our business, financial condition and results of operations.
22
We
may be subject to more stringent capital requirements which could result in lower returns on equity, require the raising of additional
capital, and limit our ability to pay dividends or repurchase shares of our common stock.
Federal regulators require federally insured depository institutions
to meet several minimum capital standards: (1) total capital to risk-weighted assets of 8.0%; (2) tier 1 capital to risk-weighted assets
of 6.0%; (3) common equity tier 1 capital to risk-weighted assets of 4.5%; and (4) tier 1 capital to adjusted total assets of 4.0%. In
addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary
bonus payments to management if the institution does not hold a “capital conservation buffer” consisting of 2.5% of common equity
tier 1 capital to risk-weighted assets above the amount necessary to meet its minimum risk-based capital requirements. The regulators
established a framework for the classification of savings institutions into five categories: well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized, and critically undercapitalized. Generally, an institution is considered well capitalized
if it has: a total capital to risk-weighted assets ratio of at least 10.0%, a tier 1 capital to risk-weighted assets ratio of at least
8.0%, a common tier 1 capital to risk-weighted assets ratio of at least 6.5%, and a tier 1 capital to adjusted total assets ratio of at
least 5.0%. In August 2024, First Federal of Kentucky entered into an Agreement with the OCC and the OCC imposed IMCRs which required
First Federal of Kentucky to achieve and maintain capital levels in excess of the minimum capital standards required under OCC’s
Prompt Corrective Action framework. Under the IMCRs, First Federal of Kentucky was required to achieve and maintain a common equity tier
1 capital ratio of at least 9.0%, a tier 1 capital ratio of at least 11.0%, a total capital ratio of at least 12.0%, and a leverage ratio
of at least 9.0%. On February 19, 2026, the OCC published a notification that it had terminated the Agreement. In addition to terminating
the Agreement, the OCC also lifted the IMCRs imposed on First Federal of Kentucky in connection with the Agreement.
The
application of more stringent capital requirements for us could among other things, result in lower returns on equity, require the raising
of additional capital, and result in regulatory actions constraining us from paying dividends or repurchasing shares if we were unable
to comply with such requirements. See “Regulation and Supervision—Regulation of Federal Savings Associations—Capital
Requirements.”
The
Federal Reserve Board may require us to commit capital resources to support the Banks.
Federal
law requires that a holding company act as a source of financial and managerial strength to its subsidiary banks and to commit resources
to support such subsidiary banks. Under the “source of strength” doctrine, the Federal Reserve Board may require a holding
company to make capital injections into a troubled subsidiary bank and may charge the holding company with engaging in unsafe and unsound
practices for failure to commit resources to a subsidiary bank. A capital injection may be required at times when the holding company
may not have the resources to provide it and therefore may be required to borrow the funds or raise capital. Thus, any borrowing or funds
needed to raise capital required to make a capital injection may be more expensive or difficult to obtain and could have an adverse effect
on our business, financial condition and results of operations.
Risks
Related to Accounting Matters
Changes
in management’s estimates and assumptions may have a material impact on our consolidated financial statements and our financial
condition or operating results.
In
preparing the periodic reports and consolidated financial statements we file under the Securities Exchange Act of 1934, as amended, our
management is and will be required under applicable rules and regulations to make estimates and assumptions as of a specified date. These
estimates and assumptions are based on management’s best estimates and experience as of that date and are subject to substantial
risk and uncertainty. Materially different results may occur as circumstances change and additional information becomes known. Areas
requiring significant estimates and assumptions by management include our evaluation of the adequacy of our allowance for loan losses,
the valuation of mortgage servicing rights, and the fair value of financial instruments.
Changes
in accounting standards could affect reported earnings.
The
bodies responsible for establishing accounting standards, including the Financial Accounting Standards Board, the Securities and Exchange
Commission and other regulatory bodies, periodically change the financial accounting and reporting guidance that governs the preparation
of our financial statements. These changes can be hard to predict and can materially impact how we record and report our consolidated
financial condition and results of operations. In some cases, we could be required to apply new or revised guidance retroactively.
23
Risks
Related to Operational Matters
We
are subject to certain risks in connection with our use of technology.
Our
security measures may not be sufficient to mitigate the risk of a cyber attack. Communications and information systems are essential
to the conduct of our business, as we use such systems to manage our customer relationships, our general ledger and virtually all other
aspects of our business. Our operations rely on the secure processing, storage, and transmission of confidential and other information
in our computer systems and networks. Although we take protective measures and endeavor to modify them as circumstances warrant, the
security of our computer systems, software, and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses,
or other malicious code and cyber attacks that could have a security impact. If one or more of these events occur, this could jeopardize
our or our customers’ confidential and other information processed and stored in, and transmitted through, our computer systems
and networks, or otherwise cause interruptions or malfunctions in our operations or the operations of our customers or counterparties.
We may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities
or other exposures, and we may be subject to litigation and financial losses that are either not insured against or not fully covered
through any insurance maintained by us. We could also suffer significant reputational damage.
Security
breaches in our Internet banking activities could further expose us to possible liability and damage our reputation. Any compromise of
our security also could deter customers from using our Internet banking services that involve the transmission of confidential information.
We rely on standard Internet security systems to provide the security and authentication necessary to effect secure transmission of data.
These precautions may not protect our systems from compromises or breaches of our security measures, which could result in significant
legal liability and significant damage to our reputation and our business.
Our
security measures may not protect us from systems failures or interruptions.
While
we have established policies and procedures to prevent or limit the impact of systems failures and interruptions, there can be no assurance
that such events will not occur or that they will be adequately addressed if they do. In addition, we outsource certain aspects of our
data processing and other operational functions to certain third-party providers. If our third-party providers encounter difficulties,
or if we have difficulty in communicating with them, our ability to adequately process and account for transactions could be affected,
and our business operations could be adversely impacted. Threats to information security also exist in the processing of customer information
through various other vendors and their personnel.
The
occurrence of any failures or interruptions may require us to identify alternative sources of such services, and we cannot assure you
that we could negotiate terms that are as favorable to us or could obtain services with similar functionality as found in our existing
systems without the need to expend substantial resources, if at all. Further, the occurrence of any systems failure or interruption could
damage our reputation and result in a loss of customers and business, could subject us to additional regulatory scrutiny, or could expose
us to legal liability. Any of these occurrences could have a material adverse effect on our financial condition and results of operations.
We
must keep pace with technological change to remain competitive.
Financial
products and services have become increasingly technology-driven. Our ability to meet the needs of our customers competitively, and in
a cost-efficient manner, is dependent on the ability to keep pace with technological advances and to invest in new technology as it becomes
available, as well as related essential personnel. In addition, technology has lowered barriers to entry into the financial services
market and made it possible for financial technology companies and other non-bank entities to offer financial products and services traditionally
provided by banks. The ability to keep pace with technological change is important, and the failure to do so, due to cost, proficiency
or otherwise, could have a material adverse impact on our business and therefore on our financial condition and results of operations.
24
Risks
Related to Our Holding Company Structure
First
Federal MHC owns a majority of our common stock and is able to exercise voting control over most matters put to a vote of stockholders,
including preventing sale or merger transactions you may like or a second-step conversion by First Federal MHC.
First
Federal MHC owns a majority of our common stock and, through its Board of Directors, is able to exercise voting control over most matters
put to a vote of stockholders. As a federally chartered mutual holding company, the board of directors of First Federal MHC must ensure
that the interests of depositors of First Federal of Hazard are represented and considered in matters put to a vote of stockholders of
Kentucky First. Therefore, the votes cast by First Federal MHC may not be in your personal best interests as a stockholder. For example,
First Federal MHC may exercise its voting control to prevent a sale or merger transaction in which stockholders could receive a premium
for their shares, prevent a second-step conversion transaction by First Federal MHC or defeat a stockholder nominee for election to the
Board of Directors of Kentucky First Federal. However, implementation of a stock-based incentive plan will require approval of Kentucky
First Federal’s stockholders other than First Federal MHC. Federal Reserve Board regulations would likely prevent an acquisition
of Kentucky First other than by another mutual holding company or a mutual institution.
Our
ability to pay future dividends is subject to the ability of First Federal of Hazard and First Federal of Kentucky to make capital distributions
to Kentucky First Federal and the waiver of dividends by First Federal MHC.
Our
long-term ability to pay dividends to our stockholders is based primarily upon the ability of the Banks to make capital distributions
to Kentucky First Federal, and also on the availability of cash at the holding company level in the event earnings are not sufficient
to pay dividends according to the cash dividend payout policy. Under Office of the Comptroller of the Currency safe harbor regulations,
the Banks may each distribute to Kentucky First capital not exceeding net retained income for the current calendar year and the prior
two calendar years.
First
Federal MHC owns a majority of Kentucky First Federal’s outstanding stock. First Federal MHC has historically waived its right
to dividends on the Kentucky First common shares it owns and, without the waiver of such dividends, the amount of dividends paid to public
stockholders is significantly higher than it would be if First Federal MHC accepted dividends. First Federal MHC is not required to waive
dividends, but Kentucky First expects this practice to continue, subject to member and regulatory approval annually, to the extent Kentucky
First continues to pay dividends in future periods. First Federal MHC is required to obtain a waiver from the Federal Reserve Board allowing
it to waive its right to dividends.
The
Federal Reserve Board in 2011 issued regulations that govern the activities of Kentucky First Federal and First Federal MHC and the regulations
were implemented in the fourth quarter of 2011. Under Section 239.8(d) of the Federal Reserve Board’s Regulation MM governing dividend
waivers, a mutual holding company may waive its right to dividends on shares of its subsidiary if the mutual holding company gives written
notice of the waiver to the Federal Reserve Board and the Federal Reserve Board does not object. For a company such as First Federal
MHC that waived dividends prior to December 1, 2009, the Federal Reserve Board may not object to a dividend waiver if such waiver would
not be detrimental to the safety and soundness of the savings association subsidiary and the board of directors of the mutual holding
company expressly determines that such dividend waiver is consistent with the board’s fiduciary duties to the members of the mutual
holding company.
To
address concerns with respect to the conflict of interest created by dividend waivers, Regulation MM requires the board of directors
of the mutual holding company to adopt a resolution that describes the conflict of interest that exists because of a director’s
ownership of stock in the subsidiary declaring the dividends and any actions the mutual holding company board have taken to eliminate
the conflict of interest, such as the directors’ waiving their right to receive dividends. Also, the resolution must contain an
affirmation that 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 the waiver of dividends.
First
Federal MHC has received Federal Reserve Board approval to waive quarterly dividends totaling $0.40 per share annually beginning with
the dividend paid on September 28, 2012 and continuing through the dividend payable in the third quarter of 2024. It is expected that
First Federal MHC will continue to waive future dividends, to the extent Kentucky First continues to pay dividends in future periods,
except to the extent dividends are needed to fund First Federal MHC’s continuing operations, subject to the ability of First Federal
MHC to obtain regulatory approval of its requests to waive dividends and to its ability to obtain member approval of dividend waivers.
We cannot predict whether members will continue to approve annual dividend waiver requests or whether the Federal Reserve Board will
grant future dividend waiver requests and, if granted, there can be no assurance as to the conditions, if any, the Federal Reserve Board
will place on future dividend waiver requests by grandfathered mutual holding companies such as First Federal MHC. If First Federal MHC
is unable to waive the receipt of dividends, our ability to pay dividends to our stockholders may be substantially impaired and the amounts
of any such dividends may be significantly reduced.
On January 16, 2024, we announced that the Board
had determined to suspend the payment of quarterly dividends. On July 28, 2026, First Federal MHC approved a proposal to permit First
Federal MHC to waive its right to receive quarterly dividends aggregating up to $0.40 per share declared by Kentucky First during the
12-month period following member approval of the dividend waiver proposal. Following the approval of the dividend waiver, the Company’s
Board of Directors announced the resumption of the dividend and declared a cash dividend of $0.05 per share payable on September 21, 2026
to shareholders of record on August 31, 2026. It is expected that First Federal MHC will continue to waive future dividends, to the extent
Kentucky First continues to pay dividends in future periods, except to the extent dividends are needed to fund First Federal MHC’s
continuing operations, subject to the ability of First Federal MHC to obtain regulatory approval of its requests to waive dividends and
to its ability to obtain member approval of dividend waivers. We cannot predict whether members will continue to approve annual dividend
waiver requests or whether the Federal Reserve Board will grant future dividend waiver requests and, if granted, there can be no assurance
as to the conditions, if any, the Federal Reserve Board will place on future dividend waiver requests by grandfathered mutual holding
companies such as First Federal MHC. If First Federal MHC is unable to waive the receipt of dividends, our ability to pay dividends to
our stockholders may be substantially impaired and the amounts of any such dividends may be significantly reduced.
25
Item
1B. Unresolved Staff Comments .
None.
Item 1C. Cybersecurity .
Cybersecurity Risk Management and Strategy
The Company regards information and data as valuable assets. As a result, we have implemented safeguards to protect corporate information and data assets. Associated and established technology resources maintain the integrity, availability, and privacy of confidential information of the respective assets. Additionally, we maintain a similar risk-based approach to our third-party vendors including identifying and overseeing cybersecurity risks they present.
Integration into Overall Risk Management System
The Company employs comprehensive methodologies for risk assessment and diligently identifies and evaluates potential cybersecurity threats and vulnerabilities across our systems, networks and data assets. This process involves regular examinations of emerging threats, conducting penetration tests, vulnerability scanning and thorough analysis of industry-specific risks.
The Company continues to expand investments in information technology security, including continuous end-user training, layered defenses, identifying and protecting critical assets, strengthening monitoring and alerting.
The Company’s Information Security Officer (“ISO”) is responsible for completing additional mandatory training to understand the processes, procedures, and technical requirements for securing information assets across the Company.
The Company has developed an Incident Response Plan to guide its actions in responding to real and suspected information security incidents. This includes unlawful, unauthorized, or unacceptable actions that involve a computer system or a computer network such as Distributed Denial of Service attacks, Corporate Account Takeover schemes, or ransomware. Cybersecurity threats that are identified and deemed material are escalated and communicated directly to the Incident Response Team, in collaboration with relevant information technology personnel, insurance providers, legal counsels and when necessary, external cybersecurity firms specializing in forensic investigations.
The Company sets forth enterprise-wide coordinated responses to identified threats, ensuring timely mitigation and remediation, and facilitating awareness and communication. Tabletop exercises are held regularly at the senior and executive management levels to validate roles and responsibilities, and response protocols respective to cybersecurity threats.
Third-party Access
The Company has a fully integrated third-party risk management program to identify, assess, monitor and mitigate risks associated with third-party relationships, including cybersecurity risks. Under the program, risk ratings are assigned to each of the vendors based on an assessment of the vendor and its access to networks, systems, and confidential information. An assessment is conducted on each vendor to identify and measure the risks from cybersecurity threats that could impact our customer’s data and our environment. Third parties that have access to our systems or customer data must have appropriate technical and organizational security measures and security control principles based on commercially acceptable security standards, and we require third parties in this class to agree by contract to manage their cybersecurity risks.
Material Cybersecurity Threat Risks
The Company has not experienced any material losses relating to cybersecurity threats or incidents for the year ended June 30, 2026. We are not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations or financial condition. Although we have a robust cybersecurity program that is designed to assess, identify, and manage material risks from cybersecurity threats, we cannot provide absolute surety that we have properly identified or mitigated all vulnerabilities or risks of incidents. The Company, and the third parties that the Company engages, are subject to constant and evolving threats of attack and cybersecurity incidents may be more difficult to detect for periods of time. A cybersecurity incident could harm our business strategy, results of operations, financial condition, reputation, and/or subject us to regulatory actions or litigation which may result in fines, judgments or indictments.
26
Cybersecurity Governance
The Board of Directors is acutely aware of the critical nature of managing risks associated with cybersecurity threats. The Board has oversight responsibilities to ensure effective governance in managing these risks because it recognizes the significance of these threats to our operational integrity, shareholder and customer confidence and reputation.
Board of Directors Oversight
The Board is responsible for the oversight of cybersecurity risk management and is composed of members with expertise in risk management, technology, and finance, thereby equipping them to manage and prevent cybersecurity risks effectively.
Management’s Role in Managing Risk
The ISO plays a pivotal role in informing the Board of Directors on cybersecurity risks. The ISO, other information security staff, and members of senior management meet regularly as the Technology Steering Committee. Reports of their meetings are shared with the boards of our subsidiary banks. Committee reports provide comprehensive briefings to both the Board and the Audit Committee as part of management’s reporting. These briefings encompass a broad range of topics, including:
● Current cybersecurity landscape and emerging threats;
● Status of ongoing cybersecurity initiatives and strategies;
● Incident reports and issues identified from any cybersecurity events; and
● Compliance with regulatory requirements and industry standards.
In addition to our regularly scheduled Board meetings, the ISO regularly communicates with senior staff regarding emerging or potential cybersecurity risks. They discuss any significant developments in the cybersecurity domain, which when reported to the Board, ensures the Board’s oversight is proactive and responsive. The Board actively participates in strategic decisions related to cybersecurity, offering guidance and approval for major initiatives. This involvement ensures that cybersecurity considerations are integrated into the broader strategic objectives of the Company. The Board closely reviews these reports of the Bank’s cybersecurity posture and the effectiveness of its risk management strategies prior to approval. This review helps in identifying areas for improvement and ensuring the alignment of cybersecurity efforts with the overall risk management framework.
Cyber Risk Management Personnel
The ISO directly reports to the CEO. The ISO regularly meets with the CEO to update and discuss any cybersecurity risks and incidents affecting the Company. This ensures that the highest levels of management are kept abreast of the cybersecurity posture and potential risks facing the Company. Furthermore, all significant cybersecurity matters and strategic risk management decisions are promptly escalated to the Board of Directors, ensuring that they have an up-to-date, comprehensive understanding of and can provide guidance on critical cybersecurity issues.
Primary responsibility for assessing and providing strategic direction to our cybersecurity program resides with our ISO. The ISO’s experience includes prior leadership roles within the Company, where they developed an expert level of understanding of the intersection between financial regulations and cloud-based technologies. The ISO and other information systems staff possess in-depth knowledge and experience which are instrumental in developing and executing our cybersecurity strategies. The ISO and the Tech Steering Committee oversee our governance programs, work with our technology-focused leaders and partners to align security and compliance, and have developed our employee security awareness training program.
Monitoring Cybersecurity Incidents
The ISO and other information security staff utilizes vendor relationships and various other internet based daily updates for the latest developments in cybersecurity, including potential threats and innovative risk management techniques. This knowledge is crucial for the effective prevention, detection, mitigation, and remediation of cybersecurity incidents. The ISO provides structure for clear processes to ensure the regular monitoring of our information systems. This includes the deployment of advanced security measures and regular system audits to identify potential vulnerabilities. In the event of a cybersecurity incident, we believe we are equipped with a well-defined Incident Response Plan that is adequately resourced. This plan includes immediate actions to mitigate the impact and long-term strategies for remediation and prevent future incidents.
27
Item
2. Properties .
We
conduct our business through seven offices. The following table sets forth certain information relating to our offices at June 30, 2026.
Year
Opened/
Acquired
Owned
or
Leased
Net
Book
Value at
June 30,
2026
Approximate
Square
Footage
(Dollars in thousands)
First Federal of Hazard
Main Office:
655 Main Street
Hazard, Kentucky 41701
2016
Owned
$ 616
5,600
First Federal of Kentucky
Main Office:
216 West Main Street
Frankfort, Kentucky 40601
2005
Owned
811
14,000
194 Versailles Road
Frankfort, Kentucky 40601
2015
Owned
783
2,700
1220 US 127 South
Frankfort, Kentucky 40601
2005
Owned
429
2,480
340 West Main Street
Danville, Kentucky 40422
2012
Owned
476
8,700
120 Skywatch Drive
Danville, Kentucky 40422
2012
Owned
657
2,300
208 Lexington Street
Lancaster, Kentucky 40444
2012
Owned
382
4,300
The
net book value of our investment in premises and equipment was $4.1 million at June 30, 2026. See Note E of Notes to Consolidated Financial
Statements.
Item
3. Legal Proceedings .
From
time to time, we may be defendants in claims and lawsuits against us, such as claims to enforce liens, condemnation proceedings on properties
in which we hold security interests, claims involving the making and servicing of real property loans and other issues incident to our
business. We are not a party to any pending legal proceedings that we believe could have a material adverse effect on our financial condition,
results of operations or cash flows.
Item
4. Mine Safety Disclosures .
Not
applicable.
28
PART
II
Item
5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities .
(a)
The information contained
under the sections captioned “ Market Information ” in the Company’s Annual Report to Stockholders for the
Fiscal Year Ended June 30, 2026 (the “Annual Report”) filed as Exhibit 13 hereto is incorporated herein by reference.
(b)
Not applicable.
(c)
The Company repurchased
no equity securities registered under the Securities Exchange Act of 1934, as amended, during any quarter of the fiscal year ended
June 30, 2026.
(1)
No stock was purchased
in the fiscal years ended June 30, 2026 and 2025. There is no stock repurchase plan in place as of June 30, 2026.
Item
6. [Reserved] .
Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations .
The
information contained in the section captioned “ Management’s Discussion and Analysis of Financial Condition and Results
of Operations ” in the Annual Report, is incorporated herein by reference.
Item
7A. Quantitative and Qualitative Disclosures About Market Risk .
This
item is not applicable, as the Company is a smaller reporting company.
Item
8. Financial Statements and Supplementary Data .
The
Consolidated Financial Statements, Notes to Consolidated Financial Statements, Report of Independent Registered Public Accounting Firm
and Selected Financial Data, which are listed under Item 15 herein, are included in the Annual Report and are incorporated herein by
reference.
Item
9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure .
None.
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.
(b)
Internal Control Over
Financial Reporting
Parent
Company of First Federal Savings and Loan Association of Hazard and First Federal Savings Bank of Kentucky
29
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, 2026, 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, 2026, 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/
R. Clay Hulette
/s/
Tyler W. Eades
R. Clay Hulette
Tyler W. Eades
Chief Executive Officer
Vice President and Chief Financial Officer
(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, 2026 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, 2026, 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.
30
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 2026 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.
Insider
Trading Policies and Procedures
The
Company has adopted insider trading policies and procedures governing the purchase, sale and/or other dispositions of its securities
by directors, officers and employees (or the company itself) that are reasonably designed to promote compliance with insider trading
laws, rules and regulations and any applicable listing standards. Our insider trading policies are filed under Exhibit 19 to this Annual
Report on Form 10-K.
Item
11. Executive Compensation .
The
information contained under the section captioned “ Executive Compensation ” in the Proxy Statement is incorporated
herein by reference.
31
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, 2026.
(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.
32
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
Consolidated Balance Sheets as of June 30, 2026 and 2025 24
Consolidated Statements of Operations for the Years Ended June 30, 2026 and 2025 25
Consolidated Statements of Comprehensive Income for the Years Ended June 30, 2026 and 2025 26
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended June 30, 2026 and 2025 27
Consolidated Statements of Cash Flows for the Years Ended June 30, 2026 and 2025 28
Notes to Consolidated Financial Statements 30
(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.
33
(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†
10.5 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
10.17 9
Letter Agreement dated October 2, 2025, between First Federal Savings Bank of Kentucky and Kentucky First Federal Bancorp, Inc†.
13
Annual Report to Stockholders for the Fiscal Year Ended June 30, 2026
19 10
Kentucky First Federal Bancorp Policy Regarding Insider Trading
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 10
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, 2026, 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 Quarterly Report
on Form 10-Q for the quarter ended December 31, 2025 (File No. 0-51176).
(10
Incorporated herein by
reference to the Company’s Annual Report on Form 10-K for the Year Ended June 30, 2025 (File No. 0-51176).
(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.
34
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
September 25, 2026
By:
/s/ R. Clay
Hulette
R. Clay Hulette
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/
R. Clay Hulette
September
25, 2026
R.
Clay Hulette
Chief
Executive Officer and Director
(Principal
Executive Officer)
/s/
Tyler W. Eades
September
25, 2026
Tyler
W. Eades
Vice
President, Chief Financial Officer and Treasurer
(Principal
Financial and Accounting Officer)
/s/
Walter G. Ecton, Jr.
September
25, 2026
Walter
G. Ecton, Jr.
Chairman
of the Board
/s/
Stephen G. Barker
September
25, 2026
Stephen
G. Barker
Director
/s/
Don D. Jennings
September
25, 2026
Don
D. Jennings
Director
/s/
Lou Ella Farler
September
25, 2026
Lou
Ella Farler
Director
/s/
David R. Harrod
September
25, 2026
David
R. Harrod
Director
/s/
William H. Johnson
September
25, 2026
William
H. Johnson
Director
35
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.