NB Bancorp, Inc. 10-Q

Item 1. Financial Statements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NB Bancorp, Inc. Consolidated Balance Sheets March 31, 2024 (Unaudited) and December 31, 2023 (in thousands except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 December 31, 2023 Assets ​ ​ ​ ​ ​ ​ Cash and due from banks ​ $ 163,657 ​ $ 90,485 Federal funds sold ​ ​ 151,374 ​ ​ 182,106 Total cash and cash equivalents ​ ​ 315,031 ​ ​ 272,591 ​ ​ ​ ​ ​ ​ ​ Available-for-sale securities, at fair value ​ ​ 207,169 ​ ​ 189,465 ​ ​ ​ ​ ​ ​ ​ Loans receivable ​ ​ 3,954,623 ​ ​ 3,889,279 Allowance for credit losses ​ ​ ( 34,306 ) ​ ​ ( 32,222 ) Net Loans ​ ​ 3,920,317 ​ ​ 3,857,057 ​ ​ ​ ​ ​ ​ ​ Accrued interest receivable ​ ​ 17,843 ​ ​ 17,284 Banking premises and equipment, net ​ ​ 35,106 ​ ​ 35,531 Federal Home Loan Bank stock, at cost ​ ​ 4,357 ​ ​ 14,558 Federal Reserve Bank stock, at cost ​ ​ 10,319 ​ ​ 10,323 Non-public investments ​ ​ 13,619 ​ ​ 13,852 Bank-owned life insurance ("BOLI") ​ ​ 50,917 ​ ​ 50,516 Prepaid expenses and other assets ​ ​ 56,289 ​ ​ 53,109 Deferred income tax asset, net ​ ​ 19,052 ​ ​ 19,126 Total assets ​ $ 4,650,019 ​ $ 4,533,412 ​ ​ ​ ​ ​ ​ ​ Liabilities and shareholders' equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deposits ​ $ 3,772,053 ​ $ 3,387,348 Mortgagors' escrow accounts ​ ​ 4,300 ​ ​ 4,229 FHLB borrowings ​ ​ 60,837 ​ ​ 283,338 Accrued expenses and other liabilities ​ ​ 60,760 ​ ​ 81,325 Accrued retirement liabilities ​ ​ 18,231 ​ ​ 19,213 Total liabilities ​ ​ 3,916,181 ​ ​ 3,775,453 ​ ​ ​ ​ ​ ​ ​ Shareholders' equity: ​ ​ ​ ​ ​ ​ Preferred stock, $ 0.01 par value, 5,000,000 shares authorized; no shares issued and outstanding ​ ​ — ​ ​ — Common stock, $ 0.01 par value, 120,000,000 shares authorized; 42,705,729 shares issued and outstanding ​ ​ 427 ​ ​ 427 Additional paid-in capital ​ ​ 416,812 ​ ​ 417,030 Unallocated common shares held by the Employee Stock Ownership Plan ​ ​ ( 46,590 ) ​ ​ ( 13,774 ) Retained earnings ​ ​ 374,874 ​ ​ 366,173 Accumulated other comprehensive loss ​ ​ ( 11,685 ) ​ ​ ( 11,897 ) Total shareholders' equity ​ ​ 733,838 ​ ​ 757,959 Total liabilities and shareholders' equity ​ $ 4,650,019 ​ $ 4,533,412 ​ The accompanying notes are an integral part of these unaudited consolidated financial statements. ​ 1 Table of Contents ​ ​ ​ ​ ​ ​ ​ NB Bancorp, Inc. Consolidated Statements of Income (Unaudited - Dollars in thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ March 31, ​ 2024 2023 INTEREST AND DIVIDEND INCOME ​ ​ ​ ​ ​ ​ Interest and fees on loans ​ $ 64,000 ​ $ 43,760 Interest on investments securities ​ ​ 1,279 ​ ​ 1,117 Interest on cash equivalents and other ​ ​ 2,914 ​ ​ 1,140 Total interest and dividend income ​ ​ 68,193 ​ ​ 46,017 ​ ​ ​ ​ ​ ​ ​ INTEREST EXPENSE ​ ​ ​ ​ ​ ​ Interest on deposits ​ ​ 28,217 ​ ​ 12,293 Interest on borrowings ​ ​ 1,343 ​ ​ 2,506 Total interest expense ​ ​ 29,560 ​ ​ 14,799 ​ ​ ​ ​ ​ ​ ​ NET INTEREST INCOME ​ ​ 38,633 ​ ​ 31,218 ​ ​ ​ ​ ​ ​ ​ PROVISION FOR CREDIT LOSSES ​ ​ ​ ​ ​ ​ Provision for credit losses - loans ​ ​ 3,890 ​ ​ 2,072 Provision for credit losses - unfunded commitments ​ ​ 539 ​ ​ — Total provision for credit losses ​ ​ 4,429 ​ ​ 2,072 ​ ​ ​ ​ ​ ​ ​ NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES ​ ​ 34,204 ​ ​ 29,146 ​ ​ ​ ​ ​ ​ ​ NON INTEREST INCOME ​ ​ ​ ​ ​ ​ Customer service fees ​ ​ 1,880 ​ ​ 1,696 Increase in cash surrender value of BOLI ​ ​ 401 ​ ​ 371 Mortgage banking income ​ ​ 110 ​ ​ 230 Swap contract income ​ ​ 487 ​ ​ 107 Employee retention credit income ​ ​ — ​ ​ 3,452 Other income ​ ​ 623 ​ ​ 11 ​ ​ ​ 3,501 ​ ​ 5,867 ​ ​ ​ ​ ​ ​ ​ NON INTEREST EXPENSES ​ ​ ​ ​ ​ ​ Salaries and employee benefits ​ ​ 17,560 ​ ​ 14,977 Director and professional service fees ​ ​ 1,908 ​ ​ 1,664 Occupancy and equipment expenses ​ ​ 1,336 ​ ​ 1,375 Data processing expenses ​ ​ 1,995 ​ ​ 1,717 Marketing and charitable contribution expenses ​ ​ 742 ​ ​ 1,190 FDIC and state insurance assessments ​ ​ 361 ​ ​ 692 General and administrative expenses ​ ​ 1,663 ​ ​ 1,417 ​ ​ ​ 25,565 ​ ​ 23,032 ​ ​ ​ ​ ​ ​ ​ INCOME BEFORE TAXES ​ ​ 12,140 ​ ​ 11,981 ​ ​ ​ ​ ​ ​ ​ INCOME TAXES ​ ​ 3,439 ​ ​ 3,229 ​ ​ ​ ​ ​ ​ ​ NET INCOME ​ $ 8,701 ​ $ 8,752 ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding, basic ​ ​ 39,689,644 ​ ​ N/A Weighted average common shares outstanding, diluted ​ ​ 39,689,644 ​ ​ N/A Earnings per share, basic ​ $ 0.22 ​ $ N/A Earnings per share, diluted ​ $ 0.22 ​ $ N/A ​ The accompanying notes are an integral part of these unaudited consolidated financial statements. ​ ​ ​ 2 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ NB Bancorp, Inc. Consolidated Statements of Comprehensive Income (Unaudited - Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ March 31, ​ 2024 2023 NET INCOME ​ $ 8,701 ​ $ 8,752 ​ ​ ​ ​ ​ ​ ​ OTHER COMPREHENSIVE INCOME, NET OF TAX: ​ ​ ​ ​ ​ ​ Net change in fair value of available-for-sale securities ​ ​ 212 ​ ​ 1,283 Net change in fair value of cash flow hedge ​ ​ — ​ ​ ( 195 ) TOTAL OTHER COMPREHENSIVE INCOME, NET OF TAX: ​ ​ 212 ​ ​ 1,088 TOTAL COMPREHENSIVE INCOME, NET OF TAX ​ $ 8,913 ​ $ 9,840 ​ ​ The accompanying notes are an integral part of these unaudited consolidated financial statements. ​ ​ ​ ​ ​ 3 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NB Bancorp, Inc. Consolidated Statements of Changes in Shareholders' Equity (Unaudited - Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares of ​ ​ ​ ​ ​ ​ ​ Unallocated ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ Common ​ ​ ​ Additional ​ Common ​ ​ ​ Other ​ ​ ​ ​ ​ Stock ​ ​ ​ Paid-In ​ Stock Held by ​ Retained ​ Comprehensive ​ ​ ​ ​ Outstanding Common Stock Capital ESOP Earnings Income (Loss) Total Balance, December 31, 2022 ​ — ​ $ — ​ $ — ​ $ — ​ $ 358,466 ​ $ ( 14,401 ) ​ $ 344,065 Adoption of ASU 2016-13 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 2,118 ) ​ ​ — ​ ​ ( 2,118 ) Net income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 8,752 ​ ​ — ​ ​ 8,752 Other comprehensive income, net of tax ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,088 ​ ​ 1,088 Balance, March 31, 2023 ​ — ​ $ — ​ $ — ​ $ — ​ $ 365,100 ​ $ ( 13,313 ) ​ $ 351,787 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, December 31, 2023 42,705,729 $ 427 $ 417,030 $ ( 13,774 ) $ 366,173 $ ( 11,897 ) $ 757,959 Net income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 8,701 ​ ​ — ​ ​ 8,701 Other comprehensive income, net of tax ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 212 ​ ​ 212 Costs from stock offering and issuance of common shares ​ — ​ ​ — ​ ​ ( 225 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 225 ) Purchase of common shares held by ESOP ( 2,416,458 shares) ​ — ​ ​ — ​ ​ — ​ ​ ( 33,397 ) ​ ​ — ​ ​ — ​ ​ ( 33,397 ) ESOP shares committed to be released ( 42,121 shares) ​ — ​ ​ — ​ ​ 7 ​ ​ 581 ​ ​ — ​ ​ — ​ ​ 588 Balance, March 31, 2024 ​ 42,705,729 ​ $ 427 ​ $ 416,812 ​ $ ( 46,590 ) ​ $ 374,874 ​ $ ( 11,685 ) ​ $ 733,838 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these unaudited consolidated financial statements. ​ ​ ​ 4 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ NB Bancorp, Inc. Consolidated Statements of Cash Flows (Unaudited - Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ March 31, 2024 March 31, 2023 ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM OPERATING ACTIVITIES ​ ​ ​ ​ ​ ​ Net income ​ $ 8,701 ​ $ 8,752 Adjustments to reconcile net income to net cash from operating activities: ​ ​ ​ ​ ​ ​ Net accretion of available-for-sale securities ​ ​ ( 45 ) ​ ​ ( 26 ) Amortization of core deposit intangible ​ ​ 37 ​ ​ 37 Provision for credit losses ​ ​ 4,429 ​ ​ 2,072 Loan hedge fair value adjustments, including amortization ​ ​ 27 ​ ​ 35 Change in net deferred loan origination fees ​ ​ 261 ​ ​ 1,050 Depreciation and amortization expense ​ ​ 695 ​ ​ 691 Increase in cash surrender values of BOLI ​ ​ ( 401 ) ​ ​ ( 371 ) Deferred income tax benefit ​ ​ ( 9 ) ​ ​ ( 10 ) ESOP expense ​ ​ 588 ​ ​ — Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​ Accrued interest receivable ​ ​ ( 559 ) ​ ​ ( 820 ) Prepaid expenses and other assets ​ ​ ( 3,217 ) ​ ​ 2,069 Accrued expenses and other liabilities ​ ​ ( 21,104 ) ​ ​ ( 4,879 ) Accrued retirement liabilities ​ ​ ( 982 ) ​ ​ ( 274 ) ​ ​ ​ ​ ​ ​ ​ NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES ​ ​ ( 11,579 ) ​ ​ 8,326 ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM INVESTING ACTIVITIES ​ ​ ​ ​ ​ ​ Loan originations and purchases, net of repayments ​ ​ ( 67,574 ) ​ ​ ( 200,286 ) Purchases of available-for-sale securities ​ ​ ( 23,860 ) ​ ​ ( 26,725 ) Proceeds from maturities, calls and paydowns of available-for-sale securities ​ ​ 6,496 ​ ​ 29,027 Redemptions of Federal Home Loan Bank stock, net ​ ​ 10,201 ​ ​ 5,320 Redemptions (purchases) of Federal Reserve stock, net ​ ​ 4 ​ ​ ( 569 ) Recoveries of loans previously charged off ​ ​ 136 ​ ​ 309 Net change in non-public investments ​ ​ 233 ​ ​ 418 Purchases of banking premises and equipment ​ ​ ( 270 ) ​ ​ ( 1,390 ) ​ ​ ​ ​ ​ ​ ​ NET CASH USED IN INVESTING ACTIVITIES ​ ​ ( 74,634 ) ​ ​ ( 193,896 ) ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM FINANCING ACTIVITIES ​ ​ ​ ​ ​ ​ Net change in deposits ​ ​ 384,705 ​ ​ 254,096 Net costs from stock offering and issuance of common shares ​ ​ ( 225 ) ​ ​ — Purchase of common shares held by ESOP ​ ​ ( 33,397 ) ​ ​ — Net change in mortgagors' escrow accounts ​ ​ 71 ​ ​ ( 197 ) Decrease in FHLB borrowings, net ​ ​ ( 222,501 ) ​ ​ ( 133,003 ) ​ ​ ​ ​ ​ ​ ​ NET CASH PROVIDED BY FINANCING ACTIVITIES ​ ​ 128,653 ​ ​ 120,896 ​ ​ ​ ​ ​ ​ ​ NET CHANGE IN CASH AND CASH EQUIVALENTS ​ ​ 42,440 ​ ​ ( 64,674 ) ​ ​ ​ ​ ​ ​ ​ CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ​ ​ 272,591 ​ ​ 156,545 ​ ​ ​ ​ ​ ​ ​ CASH AND CASH EQUIVALENTS AT END OF PERIOD ​ $ 315,031 ​ $ 91,871 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of cash paid during the period for: ​ ​ ​ ​ ​ ​ Interest ​ $ 30,334 ​ $ 27,473 Income taxes ​ $ 2,020 ​ $ 1,610 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of non-cash transactions: ​ ​ ​ ​ ​ ​ Cumulative effect adjustment of adoption of ASC 326, net of income taxes ​ $ — ​ $ 2,118 Unrealized gains on available-for-sale securities ​ ​ 295 ​ ​ 1,713 Unrealized holding losses on cash flow hedge ​ ​ — ​ ​ ( 271 ) ​ The accompanying notes are an integral part of these unaudited consolidated financial statements. ​ 5 Table of Contents NB Bancorp, Inc. Notes to Unaudited Consolidated Financial Statements Note 1 – Conversion Effective December 27, 2023, NB Financial, MHC (the “MHC”), the former mutual holding company of Needham Bank (the “Bank”) and the predecessor to, NB Bancorp, Inc. (the “Company”) consummated its mutual to stock conversion and the Company consummated its related stock offering. In the offering, the Company sold 40,997,500 shares of common stock, par value $ 0.01 per share, at a per share price of $ 10.00 for gross offering proceeds of $ 410.0 million. Additionally, the Company contributed 1,708,229 shares and $ 2.0 million in cash to the Needham Bank Charitable Foundation (the “Foundation”) . The shares of the Company’s common stock sold in the offering began trading on The Nasdaq Capital Market on December 28, 2023 under the symbol “NBBK.” In connection with the conversion, liquidation accounts were established by the Company and the Bank in an aggregate amount equal to (i) the MHC’s ownership interest in the shareholders’ equity of NB Financial, Inc. as of the date of the latest statement of financial condition included in the Company’s definitive prospectus dated October 12, 2023, plus (ii) the value of the net assets of the MHC as of the date of the MHC’s latest statement of financial condition before the consummation of the Conversion (excluding the MHC’s ownership interest in NB Financial, Inc.). Each eligible account holder and supplemental eligible account holder is entitled to a proportionate share of the liquidation accounts in the unlikely event of a liquidation of (i) the Company and the Bank or (ii) the Bank, and only in such events. This share will be reduced if the eligible account holder’s or supplemental account holder’s deposit balance falls below the amounts on the date of record and will cease to exist if the account is closed. The liquidation account will never be increased despite any increase after conversion in the related deposit balance. The Bank may not pay a dividend on its capital stock if the effect thereof would cause retained earnings to be reduced below the liquidation account amount or regulatory capital requirements. ​ ​ Note 2 – Basis of Presentation The Company’s accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The consolidated financial statements of NB Bancorp, Inc. (referred to herein as the “Company," “we,” “us,” or “our”) include the balances and results of operations of the Company and the Bank, its wholly-owned subsidiary, as well as the Bank’s wholly-owned subsidiaries, Needco-op Investment Corporation, Inc., 1892 Investments LLC and Eaton Square Realty LLC. Intercompany transactions and balances are eliminated in consolidation. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the Company's financial position as of March 31, 2024 and the results of operations and cash flows for the interim periods ended March 31, 2024 and 2023. All interim amounts have not been audited, and the results of operations for the interim periods herein are not necessarily indicative of the results of operations to be expected for the fiscal year. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2023 and accompanying notes thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The Company qualifies as an emerging growth company (“EGC”) under the Jumpstart Our Business Startups Act of 2012 and has elected to defer the adoption of new or revised accounting standards until the nonpublic company effective dates. As such, the Company will adopt standards on the nonpublic company effective dates until such time that we no longer qualify as an EGC. 6 Table of Contents Certain previously reported amounts have been reclassified to conform to the current period’s presentation. ​ ​ Note 3 – Investment Securities The Company's available-for-sale securities are carried at fair value. For available-for-sale securities in an unrealized loss position, management will first evaluate whether there is intent to sell, or if it is more likely than not that the Company will be required to sell a security prior to anticipated recovery of its amortized cost basis. If either of these criteria are met, the Company will record a write-down of the security's amortized cost basis to fair value through income. For those available-for-sale securities which do not meet the intent or requirement to sell criteria, management will evaluate whether the decline in fair value is a result of credit related matters or other factors. In performing this assessment, management considers the creditworthiness of the issuer including whether the security is guaranteed by the U.S. Federal Government or other government agency, the extent to which fair value is less than amortized cost, and changes in credit rating during the period, among other factors. If this assessment indicates the existence of credit losses, the security will be written down to fair value, as determined by a discounted cash flow analysis. To the extent the estimated cash flows do not support the amortized cost, the deficiency is considered to be due to credit loss and is recognized in earnings. Changes in the allowance for credit losses are recorded as a provision for (or reversal of) credit loss expense. Losses are charged against the allowance when the uncollectibility of a security is confirmed, or when either of the aforementioned criteria surrounding intent or requirement to sell have been met. Investments in securities have been classified on the consolidated balance sheets according to management’s intent. The following tables summarize the amortized cost, allowance for credit losses, and fair value of securities and their corresponding amounts of unrealized gains and losses at the dates indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortized ​ Unrealized ​ Unrealized ​ Allowance for ​ ​ ​ ​ Cost Gain Loss ​ Credit Losses Fair Value March 31, 2024 ​ (in thousands) Available-for-Sale Debt Securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury securities ​ $ 79,796 ​ $ 1 ​ $ ( 2,375 ) ​ $ — ​ $ 77,422 U.S. Government agencies ​ ​ 3,998 ​ ​ 1 ​ ​ — ​ ​ — ​ ​ 3,999 Agency mortgage-backed securities ​ ​ 12,792 ​ ​ 3 ​ ​ ( 1,870 ) ​ ​ — ​ ​ 10,925 Agency collateralized mortgage obligations ​ ​ 2,849 ​ ​ 1 ​ ​ ( 590 ) ​ ​ — ​ ​ 2,260 Corporate bonds ​ ​ 103,235 ​ ​ 11 ​ ​ ( 8,760 ) ​ ​ — ​ ​ 94,486 Municipal obligations ​ ​ 19,008 ​ ​ — ​ ​ ( 931 ) ​ ​ — ​ ​ 18,077 Total ​ $ 221,678 ​ $ 17 ​ $ ( 14,526 ) ​ $ — ​ $ 207,169 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortized ​ Unrealized ​ Unrealized ​ Allowance for ​ ​ ​ ​ Cost Gain Loss ​ Credit Losses Fair Value December 31, 2023 ​ (in thousands) Available-for-Sale Debt Securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury securities ​ $ 66,874 ​ $ 27 ​ $ ( 2,549 ) ​ $ — ​ $ 64,352 Agency mortgage-backed securities ​ ​ 13,154 ​ ​ 5 ​ ​ ( 1,729 ) ​ ​ — ​ ​ 11,430 Agency collateralized mortgage obligations ​ ​ 2,987 ​ ​ — ​ ​ ( 569 ) ​ ​ — ​ ​ 2,418 Corporate bonds ​ ​ 101,244 ​ ​ 5 ​ ​ ( 9,014 ) ​ ​ — ​ ​ 92,235 Municipal obligations ​ ​ 20,010 ​ ​ — ​ ​ ( 980 ) ​ ​ — ​ ​ 19,030 Total ​ $ 204,269 ​ $ 37 ​ $ ( 14,841 ) ​ $ — ​ $ 189,465 ​ ​ 7 Table of Contents The Company did not record a provision for estimated credit losses on any available-for-sale securities for the three months ended March 31, 2024. Excluded from the table above is accrued interest on available-for-sale securities of $ 1.5 million and $ 1.2 million at March 31, 2024 and December 31, 2023, respectively, which is included within accrued interest receivable on the consolidated balance sheets. Additionally, the Company did no t record any write-offs of accrued interest income on available-for-sale securities for the three months ended March 31, 2024. No securities held by the Company were delinquent on contractual payments at March 31, 2024, no r were any securities placed on non-accrual status for the three months then ended. The following is a summary of actual maturities of certain available-for-sale securities as of March 31, 2024. The amortized cost and fair values are based on the contractual maturity dates. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without penalty. Agency mortgage-backed securities and collateralized mortgage obligations are presented as separate lines as paydowns are expected to occur before contractual maturity dates. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Available-for-Sale ​ ​ Amortized Cost ​ Fair Value ​ (in thousands) ​ ​ ​ ​ ​ ​ ​ Within one year $ 71,869 $ 71,483 Over one year to five years ​ 98,678 ​ 92,531 Over five years to ten years ​ 35,490 ​ 29,970 ​ ​ 206,037 ​ 193,984 Agency mortgage-backed securities ​ 12,792 ​ 10,925 Agency collateralized mortgage obligations ​ 2,849 ​ 2,260 ​ ​ $ 221,678 ​ $ 207,169 ​ ​ When securities are sold, the adjusted cost of the specific security sold is used to compute the gain or loss on the sale. There were no sales of securities during the three months ended March 31, 2024 and 2023. The carrying value of securities pledged to secure borrowings from the Federal Reserve Bank was $ 50.9 million and $ 49.6 million as of March 31, 2024 and December 31, 2023, respectively. ​ The following tables present fair value and gross unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, as of the dates stated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less than 12 Months ​ 12 Months or More ​ Total ​ ​ ​ ​ (Dollars in thousands) ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ Unrealized ​ Fair ​ Unrealized ​ Fair ​ Unrealized ​ Fair March 31, 2024 Number of Securities Losses Value Losses Value Losses Value U. S. Treasuries ​ 19 ​ $ ( 23 ) ​ $ 27,816 ​ $ ( 2,352 ) ​ $ 44,632 ​ $ ( 2,375 ) ​ $ 72,448 U.S. Government Agencies ​ 0 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Agency mortgage-backed securities ​ 19 ​ ​ — ​ ​ 55 ​ ​ ( 1,870 ) ​ ​ 10,639 ​ ​ ( 1,870 ) ​ ​ 10,694 Agency collateralized mortgage obligations ​ 5 ​ ​ — ​ ​ — ​ ​ ( 590 ) ​ ​ 2,260 ​ ​ ( 590 ) ​ ​ 2,260 Corporate bonds ​ 32 ​ ​ ( 1,135 ) ​ ​ 6,866 ​ ​ ( 7,625 ) ​ ​ 75,610 ​ ​ ( 8,760 ) ​ ​ 82,476 Municipal obligations ​ 12 ​ ​ ( 183 ) ​ ​ 1,817 ​ ​ ( 748 ) ​ ​ 16,260 ​ ​ ( 931 ) ​ ​ 18,077 Total ​ 87 ​ $ ( 1,341 ) ​ $ 36,554 ​ $ ( 13,185 ) ​ $ 149,401 ​ $ ( 14,526 ) ​ $ 185,955 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less than 12 Months ​ 12 Months or More ​ Total ​ ​ ​ ​ (Dollars in thousands) ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ Unrealized ​ Fair ​ Unrealized ​ Fair ​ Unrealized ​ Fair December 31, 2023 Number of Securities Losses Value Losses Value Losses Value U.S. Treasury securities ​ 15 ​ $ ( 95 ) ​ $ 7,884 ​ $ ( 2,454 ) ​ $ 46,515 ​ $ ( 2,549 ) ​ $ 54,399 Agency mortgage-backed securities ​ 18 ​ ​ — ​ ​ — ​ ​ ( 1,729 ) ​ ​ 11,124 ​ ​ ( 1,729 ) ​ ​ 11,124 Agency collateralized mortgage obligations ​ 5 ​ ​ — ​ ​ — ​ ​ ( 569 ) ​ ​ 2,418 ​ ​ ( 569 ) ​ ​ 2,418 Corporate bonds ​ 33 ​ ​ ( 1,135 ) ​ ​ 6,866 ​ ​ ( 7,879 ) ​ ​ 78,365 ​ ​ ( 9,014 ) ​ ​ 85,231 Municipal obligations ​ 13 ​ ​ ( 181 ) ​ ​ 1,819 ​ ​ ( 799 ) ​ ​ 17,211 ​ ​ ( 980 ) ​ ​ 19,030 Total ​ 84 ​ $ ( 1,411 ) ​ $ 16,569 ​ $ ( 13,430 ) ​ $ 155,633 ​ $ ( 14,841 ) ​ $ 172,202 ​ 8 Table of Contents Management evaluates securities for expected credit losses at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. ​ Included in corporate bonds are investments in senior and subordinated debt of banks and bank holding companies, some of which do not have investment ratings. ​ At March 31, 2024, available-for-sale debt securities had unrealized losses with aggregate depreciation of 8.5 %, from the Company’s amortized cost basis. These unrealized losses relate to changes in market interest rates since acquiring the securities. As management has the intent and ability to hold debt securities until maturity or cost recovery, no allowance for credit losses on securities is deemed necessary as of March 31, 2024. ​ Note 4 – Loans Receivable, Allowance for Credit Losses and Credit Quality Loans Receivable ​ Loans that management has the intent and ability to hold for the foreseeable future or until loan maturity or pay-off are reported as held-for-investment at their outstanding principal balance adjusted for any charge-offs and net of any deferred fees (including purchase accounting adjustments) and origination costs (collectively referred to as “amortized cost”). For originated loans, loan fees and certain direct origination costs are deferred and amortized into interest income over the contractual life of the loan using the level-yield method. When a loan is paid off, the unamortized portion is recognized in interest income. Loans are generally placed into nonaccrual status when they are past due 90 days or more as to either principal or interest or when, in the opinion of management, the collection of principal and/or interest is in doubt. A loan remains in nonaccrual status until the loan is current as to payment of both principal and interest or past due less than 90 days and the borrower demonstrates the ability to pay and remain current. When cash payments are received, they are applied to principal first, then to accrued interest. It is the Company’s policy not to record interest income on nonaccrual loans until principal has become current. In certain instances, accruing loans that are past due 90 days or more as to principal or interest may not go on nonaccrual status if the Company determines that the loans are well-secured and are in the process of collection. ​ Allowance For Credit Losses ​ The Allowance for Credit Losses (“ACL”) represents management’s best estimate of credit losses over the remaining life of the loan portfolio. Loans are charged-off against the ACL when management believes the loan balance is no longer collectible. This determination is made based on management's review of specific facts and circumstances of the individual loan, including the expected cash flows to repay the loan, the value of the collateral and the ability and willingness of any guarantors to perform. Subsequent recoveries of previously charged-off amounts are recorded as increases to the ACL. The provision for credit losses on loans is an amount sufficient to bring the ACL to an estimated balance that management considers adequate to absorb lifetime expected losses in the Company’s held-for-investment loan portfolio. The ACL is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Management’s determination of the adequacy of the ACL under FASB ASC 326 – Financial Instruments – Credit Losses is based on an evaluation of the composition of the loan portfolio, current economic conditions, historical loan loss experience, reasonable and supportable forecasts, and other risk factors. The Company uses a third-party Current Expected Credit Loss (“CECL”) model as part of its estimation of the ACL on a quarterly basis. Loans with similar risk characteristics are collectively assessed within pools (or segments). Loss estimates within the collectively assessed population are based on a combination of pooled assumptions and loan-level characteristics. The Company has determined that using federal call codes is an appropriate loan segmentation methodology, as it is generally based on risk characteristics of a loan’s underlying collateral. Using federal call codes also allows the Company to utilize and assess publicly available external information when developing its estimate of the ACL. The weighted average remaining maturity (“WARM”) method is the primary credit loss estimation methodology used by the Company and involves estimating future cash flows and expected credit losses for pools of loans using their expected remaining weighted average life. 9 Table of Contents In applying future economic forecasts, the Company utilizes a forecast period of up to two years. Historical loss rates used in the quantitative model are primarily derived using both the Bank’s data, supplemented with peer bank data obtained from publicly available sources. Management also considers qualitative adjustments when estimating credit losses to take into account the model’s quantitative limitations. Qualitative adjustments to quantitative loss factors, either negative or positive, may include considerations of economic conditions, volume and severity of past due loans, value of underlying collateral, experience, depth, and ability of management, and concentrations of credit. For those loans that do not share similar risk characteristics, the Company evaluates the ACL needs on an individual (or loan by loan) basis. This population of individually evaluated loans (or loan relationships with the same primary source of repayment) is determined on a quarterly basis and consists of loans with a risk rating of substandard or worse, a balance exceeding $ 500,000 , and loan terms differing significantly from other pooled loans. In accordance with the Company’s policy, non-accrual residential real estate loans that are well secured (LTV < 75 %) are not considered to warrant a downgrade to substandard risk rating and are therefore excluded from individually evaluated loans. Measurement of credit loss is based on the expected future cash flows of an individually evaluated loan, discounted at the loan’s effective interest rate, or measured on an observable market value, if one exists, or the estimated market value of the collateral underlying the loan, discounted to consider estimated costs to sell the collateral for collateral-dependent loans. If the net value is less than the loan’s amortized cost, a specific reserve in the ACL is recorded, which is charged-off in the period when management believes the loan balance is no longer collectible. In the ordinary course of business, the Company enters into commitments to extend credit. Such financial instruments are recorded in the consolidated financial statements when they are funded. The credit risk associated with these commitments is evaluated in a manner similar to the allowance for credit losses on loans. The reserve for unfunded commitments is included in other liabilities on the consolidated balance sheets. ​ Loans consist of the following as of the dates stated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 December 31, 2023 ​ Amount ​ Percent Amount ​ Percent ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ One-to-four-family residential $ 1,102,919 ​ 27.85 % $ 1,097,486 ​ 28.18 % Home equity ​ 99,208 ​ 2.51 % ​ 97,270 ​ 2.50 % Residential real estate ​ 1,202,127 ​ 30.36 % ​ 1,194,756 ​ 30.68 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial real estate ​ 1,195,390 ​ 30.19 % ​ 1,169,859 ​ 30.04 % Multi-family residential ​ 321,124 ​ 8.11 % ​ 209,982 ​ 5.39 % Commercial real estate ​ 1,516,514 ​ 38.30 % ​ 1,379,841 ​ 35.43 % Construction and land development ​ 535,391 ​ 13.52 % ​ 622,823 ​ 15.99 % Commercial and industrial ​ 498,990 ​ 12.60 % ​ 491,918 ​ 12.63 % Commercial ​ 2,550,895 ​ 64.42 % ​ 2,494,582 ​ 64.06 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer, net of premium/discount ​ 206,792 ​ 5.22 % ​ 204,871 ​ 5.26 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total loans ​ 3,959,814 ​ 100.00 % ​ 3,894,209 ​ 100.00 % Deferred fees, net ​ ( 5,191 ) ​ ​ ​ ​ ( 4,930 ) ​ ​ ​ Allowance for credit losses ​ ( 34,306 ) ​ ​ ​ ​ ( 32,222 ) ​ ​ ​ Net loans $ 3,920,317 ​ ​ ​ $ 3,857,057 ​ ​ ​ ​ Included in the above are approximately $ 334.3 million and $ 320.5 million in loans to borrowers in the cannabis industry at March 31, 2024 and December 31, 2023, respectively. Of that total, $ 81.6 million and $ 102.1 million were direct loans to cannabis companies and were collateralized by real estate at March 31, 2024 and December 31, 2023, respectively. 10 Table of Contents During the three months ended March 31, 2024 and 2023, the Company purchased approximately $ 5.5 million and $ 4.9 million of consumer loan pools, respectively. The loans purchased during the three months ended March 31, 2024 included loan pools collateralized by boats, recreational vehicles, and automobiles. The loans purchased during the three months ended March 31, 2023 included loan pools collateralized by boats, recreational vehicles, automobiles and solar panels, as well as unsecured home improvement loans. The outstanding balances of these consumer purchased loan pools, shown net of premium (discount) are as follows as of the dates stated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 ​ Gross Loan ​ Premium (Discount) Net Loan ​ (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ Student loans $ 8,373 ​ $ 47 ​ $ 8,420 Boat and RV loans ​ 55,575 ​ ​ 1,353 ​ ​ 56,928 Automobile loans ​ 18,824 ​ ​ — ​ ​ 18,824 Solar panel loans ​ 60,092 ​ ​ ( 5,360 ) ​ ​ 54,732 Home improvement loans ​ 50,585 ​ ​ ( 23 ) ​ ​ 50,562 Total $ 193,449 ​ $ ( 3,983 ) ​ $ 189,466 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ Gross Loan ​ Premium (Discount) Net Loan ​ (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ Student loans $ 8,989 ​ $ 49 ​ $ 9,038 Boat and RV loans ​ 58,483 ​ ​ 1,422 ​ ​ 59,905 Automobile loans ​ 14,662 ​ ​ — ​ ​ 14,662 Solar panel loans ​ 61,430 ​ ​ ( 5,443 ) ​ ​ 55,987 Home improvement loans ​ 53,220 ​ ​ ( 26 ) ​ ​ 53,194 Total $ 196,784 ​ $ ( 3,998 ) ​ $ 192,786 ​ The carrying value of loans pledged to secure advances from the FHLB were $ 1.24 billion and $ 1.33 billion as of March 31, 2024 and December 31, 2023, respectively. The following table presents the aging of the amortized cost of loans receivable by loan category as of the date stated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 ​ ​ ​ ​ ​ 30-59 ​ 60-89 ​ 90 Days or ​ ​ ​ ​ ​ ​ ​ ​ Current ​ Days ​ Days ​ More Past Due ​ ​ ​ ​ Total ​ Loans Past Due Past Due Still Accruing Nonaccrual Loans ​ ​ (in thousands) Real estate loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ One-to-four-family residential ​ $ 1,096,745 ​ $ 1,618 ​ $ 275 ​ $ — ​ $ 4,281 ​ $ 1,102,919 Home equity ​ 96,335 ​ 2,287 ​ — ​ — ​ 586 ​ 99,208 Commercial real estate ​ 1,190,344 ​ 4,144 ​ 480 ​ — ​ 422 ​ 1,195,390 Multi-family residential ​ ​ 321,124 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 321,124 Construction and land development ​ 535,381 ​ — ​ — ​ — ​ 10 ​ 535,391 Commercial and industrial ​ 489,522 ​ 5,343 ​ — ​ — ​ 4,125 ​ 498,990 Consumer ​ 201,529 ​ 2,192 ​ 1,689 ​ — ​ 1,382 ​ 206,792 Total ​ $ 3,930,980 ​ $ 15,584 ​ $ 2,444 ​ $ — ​ $ 10,806 ​ $ 3,959,814 ​ ​ 11 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ ​ 30-59 ​ 60-89 ​ 90 Days or ​ ​ ​ ​ ​ ​ ​ ​ Current ​ Days ​ Days ​ More Past Due ​ ​ ​ ​ Total ​ ​ Loans Past Due Past Due Still Accruing Nonaccrual Loans ​ ​ (in thousands) Real estate loans: ​ ​ ​ ​ ​ ​ One-to-four-family residential ​ $ 1,091,483 ​ $ 1,903 ​ $ — ​ $ — ​ $ 4,100 ​ $ 1,097,486 Home equity ​ 96,327 ​ 288 ​ 65 ​ — ​ 590 ​ 97,270 Commercial real estate ​ 1,166,702 ​ 2,735 ​ — ​ — ​ 422 ​ 1,169,859 Multi-family residential ​ ​ 209,982 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 209,982 Construction and land development ​ 622,813 ​ — ​ — ​ — ​ 10 ​ 622,823 Commercial and industrial ​ 487,777 ​ 2 ​ 1 ​ — ​ 4,138 ​ 491,918 Consumer ​ 198,450 ​ 3,928 ​ 955 ​ — ​ 1,538 ​ 204,871 Total ​ $ 3,873,534 ​ $ 8,856 ​ $ 1,021 ​ $ — ​ $ 10,798 ​ $ 3,894,209 ​ The following table presents the amortized cost of nonaccrual loans receivable by loan category as of the dates stated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 ​ December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nonaccrual ​ Nonaccrual ​ Total ​ Nonaccrual ​ Nonaccrual ​ Total ​ ​ Loans with ​ Loans with ​ Nonaccrual ​ Loans with ​ Loans with ​ Nonaccrual ​ No ACL an ACL Loans No ACL an ACL Loans ​ ​ (In thousands) Real estate loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ One-to-four-family residential ​ $ 4,281 ​ $ — ​ $ 4,281 ​ $ 4,100 ​ $ — ​ $ 4,100 Home equity ​ ​ 586 ​ ​ — ​ ​ 586 ​ ​ 590 ​ ​ — ​ ​ 590 Commercial real estate ​ ​ 422 ​ ​ — ​ ​ 422 ​ ​ 422 ​ ​ — ​ ​ 422 Multi-family residential ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Construction and land development ​ ​ 10 ​ ​ — ​ ​ 10 ​ ​ 10 ​ ​ — ​ ​ 10 Commercial and industrial ​ ​ 363 ​ ​ 3,762 ​ ​ 4,125 ​ ​ 376 ​ ​ 3,762 ​ ​ 4,138 Consumer ​ ​ 1,382 ​ ​ — ​ ​ 1,382 ​ ​ 1,538 ​ ​ — ​ ​ 1,538 Total ​ $ 7,044 ​ $ 3,762 ​ $ 10,806 ​ $ 7,036 ​ $ 3,762 ​ $ 10,798 ​ During the three months ended March 31, 2024, the Company reversed $ 159 thousand of interest income for loans that were placed on non-accrual. During the three months ended March 31, 2023, the Company did no t reverse any interest income for loans that were placed on non-accrual. ​ Credit Quality Information The Company utilizes a nine-grade internal rating system for all loans, except consumer loans, which are not risk rated, as follows: ​ Loans rated 1-5: Loans in these categories are considered “pass” rated loans with low to average risk. ​ Loans rated 6: Loans in this category are considered “special mention”. These loans are starting to show signs of potential weakness and are being closely monitored by management. ​ Loans rated 7: Loans in this category are considered “substandard”. Generally, a loan is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligors and/or the collateral pledged. There is a distinct possibility that the Company will sustain some loss if the weakness is not corrected. Non-accrual residential real estate loans that are well secured (LTV< 75 %) are not considered to warrant a downgrade to a substandard risk rating. ​ 12 Table of Contents Loans rated 8: Loans in this category are considered “doubtful”. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable. ​ Loans rated 9: Loans in this category are considered uncollectible (“loss”) and of such little value that their continuance as loans is not warranted. ​ On an annual basis, or more often if needed, the Company reviews the accuracy of risk ratings for all commercial real estate, construction and land development loans, and commercial and industrial loans based on various ongoing performance characteristics and supporting information that is provided from time to time by commercial borrowers. Annually, the Company engages an independent third-party to review a significant portion of loans within these segments. Management uses the results of these reviews as part of its annual review process. ​ The following table presents the amortized cost of loans receivable by internal risk grade by year of origination as of March 31, 2024. Also presented are current period gross charge-offs by loan type and vintage year for the three months ended March 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Term Loans Amortized Cost Basis by Origination Year (in thousands) ​ ​ Risk Rating ​ 2024 ​ 2023 ​ 2022 ​ 2021 ​ 2020 ​ Prior ​ Revolving Loans ​ Total One-to-Four-Family Residential ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ 29,286 ​ $ 151,762 ​ $ 268,073 ​ $ 253,804 ​ $ 125,399 ​ $ 246,986 ​ $ 25,953 ​ $ 1,101,263 Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ — ​ ​ 686 ​ ​ — ​ ​ — ​ ​ — ​ ​ 686 Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 891 ​ ​ 79 ​ ​ 970 Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ ​ ​ $ 29,286 ​ $ 151,762 ​ $ 268,073 ​ $ 254,490 ​ $ 125,399 ​ $ 247,877 ​ $ 26,032 ​ $ 1,102,919 Current period gross charge-offs ​ ​ ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Home Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 67 ​ $ 99,141 ​ $ 99,208 Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ ​ ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 67 ​ $ 99,141 ​ $ 99,208 Current period gross charge-offs ​ ​ ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial Real Estate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ 8,600 ​ $ 391,464 ​ $ 328,546 ​ $ 59,452 ​ $ 102,632 ​ $ 261,893 ​ $ 30,951 ​ $ 1,183,538 Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 11,852 ​ ​ — ​ ​ 11,852 Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ ​ ​ $ 8,600 ​ $ 391,464 ​ $ 328,546 ​ $ 59,452 ​ $ 102,632 ​ $ 273,745 ​ $ 30,951 ​ $ 1,195,390 Current period gross charge-offs ​ ​ ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Multi-Family ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ — ​ $ 7,579 ​ $ 148,419 ​ $ 71,952 ​ $ 36,502 ​ $ 56,672 ​ $ — ​ $ 321,124 Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ ​ ​ $ — ​ $ 7,579 ​ $ 148,419 ​ $ 71,952 ​ $ 36,502 ​ $ 56,672 ​ $ — ​ $ 321,124 Current period gross charge-offs ​ ​ ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 13 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Term Loans Amortized Cost Basis by Origination Year (in thousands) ​ ​ Risk Rating ​ 2024 ​ 2023 ​ 2022 ​ 2021 ​ 2020 ​ Prior ​ Revolving Loans ​ Total Construction and Land Development ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ 21,579 ​ $ 174,959 ​ $ 244,017 ​ $ 50,137 ​ $ 6,594 ​ $ 8,314 ​ $ 26,816 ​ $ 532,416 Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ 2,965 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,965 Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 10 ​ ​ — ​ ​ 10 Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ ​ ​ $ 21,579 ​ $ 174,959 ​ $ 246,982 ​ $ 50,137 ​ $ 6,594 ​ $ 8,324 ​ $ 26,816 ​ $ 535,391 Current period gross charge-offs ​ ​ ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial and Industrial ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ 13,110 ​ $ 63,607 ​ $ 85,288 ​ $ 44,504 ​ $ 8,944 ​ $ 16,433 ​ $ 258,288 ​ $ 490,174 Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 468 ​ ​ — ​ ​ 468 Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 3,762 ​ ​ 4,586 ​ ​ 8,348 Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ ​ ​ $ 13,110 ​ $ 63,607 ​ $ 85,288 ​ $ 44,504 ​ $ 8,944 ​ $ 20,663 ​ $ 262,874 ​ $ 498,990 Current period gross charge-offs ​ ​ ​ $ — ​ $ — ​ $ — ​ $ 250 ​ $ — ​ $ 119 ​ $ — ​ $ 369 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ 6,019 ​ ​ 35,385 ​ ​ 78,783 ​ ​ 54,792 ​ ​ 10,198 ​ ​ 19,688 ​ ​ 1,927 ​ ​ 206,792 Total ​ ​ ​ $ 6,019 ​ $ 35,385 ​ $ 78,783 ​ $ 54,792 ​ $ 10,198 ​ $ 19,688 ​ $ 1,927 ​ $ 206,792 Current period gross charge-offs ​ ​ ​ $ — ​ $ 19 ​ $ 888 ​ $ 520 ​ $ 23 ​ $ 115 ​ $ 8 ​ $ 1,573 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Loans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ 72,575 ​ $ 789,371 ​ $ 1,074,343 ​ $ 479,849 ​ $ 280,071 ​ $ 590,365 ​ $ 441,149 ​ $ 3,727,723 Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ 2,965 ​ ​ 686 ​ ​ — ​ ​ 12,320 ​ ​ — ​ ​ 15,971 Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 4,653 ​ ​ 4,665 ​ ​ 9,318 Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 10 ​ ​ — ​ ​ 10 Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ 6,019 ​ ​ 35,385 ​ ​ 78,783 ​ ​ 54,792 ​ ​ 10,198 ​ ​ 19,688 ​ ​ 1,927 ​ ​ 206,792 Total ​ ​ ​ $ 78,594 ​ $ 824,756 ​ $ 1,156,091 ​ $ 535,327 ​ $ 290,269 ​ $ 627,036 ​ $ 447,741 ​ $ 3,959,814 Current period gross charge-offs ​ ​ ​ $ — ​ $ 19 ​ $ 888 ​ $ 770 ​ $ 23 ​ $ 234 ​ $ 8 ​ $ 1,942 ​ (1) Consumer loans are not formally risk rated and included $ 1.4 million of loans on non-accrual as of March 31, 2024. ​ ​ 14 Table of Contents The following table presents the amortized cost of loans receivable by internal risk grade by year of origination as of December 31, 2023. Also presented are current period gross charge-offs by loan type and vintage year for the three months ended December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Term Loans Amortized Cost Basis by Origination Year (in thousands) ​ ​ Risk Rating ​ 2023 ​ 2022 ​ 2021 ​ 2020 ​ 2019 ​ Prior ​ Revolving Loans ​ Total One-to-Four-Family Residential ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ 152,802 ​ $ 272,447 ​ $ 256,666 ​ $ 128,181 ​ $ 78,739 ​ $ 174,586 ​ $ 33,088 ​ $ 1,096,509 Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 898 ​ ​ 79 ​ ​ 977 Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ ​ ​ $ 152,802 ​ $ 272,447 ​ $ 256,666 ​ $ 128,181 ​ $ 78,739 ​ $ 175,484 ​ $ 33,167 ​ $ 1,097,486 Current period gross charge-offs ​ ​ ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Home Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 69 ​ $ 97,201 ​ $ 97,270 Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ ​ ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 69 ​ $ 97,201 ​ $ 97,270 Current period gross charge-offs ​ ​ ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial Real Estate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ 380,858 ​ $ 319,868 ​ $ 59,555 ​ $ 102,791 ​ $ 99,316 ​ $ 165,670 ​ $ 29,904 ​ $ 1,157,962 Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 6,183 ​ ​ 5,714 ​ ​ — ​ ​ 11,897 Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ ​ ​ $ 380,858 ​ $ 319,868 ​ $ 59,555 ​ $ 102,791 ​ $ 105,499 ​ $ 171,384 ​ $ 29,904 ​ $ 1,169,859 Current period gross charge-offs ​ ​ ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Multi-Family ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ 7,583 ​ $ 101,550 ​ $ 22,358 ​ $ 21,671 ​ $ 42,776 ​ $ 14,044 ​ $ — ​ $ 209,982 Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ ​ ​ $ 7,583 ​ $ 101,550 ​ $ 22,358 ​ $ 21,671 ​ $ 42,776 ​ $ 14,044 ​ $ — ​ $ 209,982 Current period gross charge-offs ​ ​ ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Construction and Land Development ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ 157,380 ​ $ 305,558 ​ $ 127,720 ​ $ 20,929 ​ $ 10,333 ​ $ — ​ $ 893 ​ $ 622,813 Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 10 ​ ​ — ​ ​ 10 Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ ​ ​ $ 157,380 ​ $ 305,558 ​ $ 127,720 ​ $ 20,929 ​ $ 10,333 ​ $ 10 ​ $ 893 ​ $ 622,823 Current period gross charge-offs ​ ​ ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial and Industrial ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ 58,678 ​ $ 88,286 ​ $ 45,960 ​ $ 8,080 ​ $ 3,038 ​ $ 16,178 ​ $ 262,506 ​ $ 482,726 Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ 250 ​ ​ — ​ ​ — ​ ​ 475 ​ ​ — ​ ​ 725 Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 119 ​ ​ 3,762 ​ ​ 4,586 ​ ​ 8,467 Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ ​ ​ $ 58,678 ​ $ 88,286 ​ $ 46,210 ​ $ 8,080 ​ $ 3,157 ​ $ 20,415 ​ $ 267,092 ​ $ 491,918 Current period gross charge-offs ​ ​ ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 15 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Term Loans Amortized Cost Basis by Origination Year (in thousands) ​ ​ Risk Rating ​ 2023 ​ 2022 ​ 2021 ​ 2020 ​ 2019 ​ Prior ​ Revolving Loans ​ Total Consumer ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ 36,453 ​ ​ 83,720 ​ ​ 53,404 ​ ​ 9,826 ​ ​ 10,896 ​ ​ 8,700 ​ ​ 1,872 ​ ​ 204,871 Total ​ ​ ​ $ 36,453 ​ $ 83,720 ​ $ 53,404 ​ $ 9,826 ​ $ 10,896 ​ $ 8,700 ​ $ 1,872 ​ $ 204,871 Current period gross charge-offs ​ ​ ​ $ 42 ​ $ 572 ​ $ 585 ​ $ 228 ​ $ 72 ​ $ 18 ​ $ 1 ​ $ 1,518 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Loans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ 1-5 ​ $ 757,301 ​ $ 1,087,709 ​ $ 512,259 ​ $ 281,652 ​ $ 234,202 ​ $ 370,547 ​ $ 423,592 ​ $ 3,667,262 Special Mention ​ 6 ​ ​ — ​ ​ — ​ ​ 250 ​ ​ — ​ ​ 6,183 ​ ​ 6,189 ​ ​ — ​ ​ 12,622 Substandard ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 119 ​ ​ 4,660 ​ ​ 4,665 ​ ​ 9,444 Doubtful ​ 8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 10 ​ ​ — ​ ​ 10 Loss ​ 9 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Loans not formally risk rated (1) ​ ​ ​ ​ 36,453 ​ ​ 83,720 ​ ​ 53,404 ​ ​ 9,826 ​ ​ 10,896 ​ ​ 8,700 ​ ​ 1,872 ​ ​ 204,871 Total ​ ​ ​ $ 793,754 ​ $ 1,171,429 ​ $ 565,913 ​ $ 291,478 ​ $ 251,400 ​ $ 390,106 ​ $ 430,129 ​ $ 3,894,209 Current period gross charge-offs ​ ​ ​ $ 42 ​ $ 572 ​ $ 585 ​ $ 228 ​ $ 72 ​ $ 18 ​ $ 1 ​ $ 1,518 ​ (1) Consumer loans are not formally risk rated and included $ 1.5 million of loans on non-accrual as of December 31, 2023. ​ The following table presents an analysis of the change in the ACL by major loan segment for the periods stated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended March 31, 2024 ​ ​ One-to-Four ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Construction ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Family ​ ​ ​ ​ Commercial ​ ​ ​ and Land ​ Commercial and ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential Home Equity Real Estate Multi-Family ​ Development Industrial Consumer Unallocated Total ​ ​ (in thousands) Balance at December 31, 2023 ​ $ 1,835 ​ $ 117 ​ $ 5,698 ​ $ 378 ​ $ 7,630 ​ $ 10,878 ​ $ 5,686 ​ $ — ​ $ 32,222 Provision (benefit) for credit losses ​ 102 ​ ​ 12 ​ ​ 347 ​ ​ 200 ​ ​ ( 1,896 ) ​ ​ 434 ​ ​ 4,691 ​ ​ ​ 3,890 Charge-offs ​ — ​ — ​ — ​ — ​ — ​ ( 369 ) ​ ( 1,573 ) ​ — ​ ( 1,942 ) Recoveries of loans previously charged-off ​ — ​ — ​ — ​ — ​ — ​ 36 ​ 100 ​ — ​ 136 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at March 31, 2024 ​ $ 1,937 ​ $ 129 ​ $ 6,045 ​ $ 578 ​ $ 5,734 ​ $ 10,979 ​ $ 8,904 ​ $ — ​ $ 34,306 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended March 31, 2023 ​ ​ One to Four ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Family ​ ​ ​ ​ Commercial ​ ​ ​ ​ Construction and ​ Commercial and ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential Home Equity Real Estate Multi-Family ​ Land Development Industrial Consumer Unallocated Total ​ ​ (in thousands) Balance at December 31, 2022 ​ $ 3,485 ​ $ 258 ​ $ 5,785 ​ $ 753 ​ $ 3,846 ​ $ 8,255 ​ $ 1,403 ​ $ 1,243 ​ $ 25,028 Adjustment to allowance for adoption of ASU 2016-13 ​ ​ 266 ​ ​ 13 ​ ​ 822 ​ ​ — ​ ​ ( 246 ) ​ ​ 932 ​ ​ 615 ​ ​ ( 1,243 ) ​ ​ 1,159 Provision (benefit) for credit losses ​ ( 373 ) ​ ​ 24 ​ ​ 839 ​ ​ 90 ​ ​ ( 53 ) ​ ​ 1,294 ​ ​ 251 ​ — ​ 2,072 Charge offs ​ — ​ — ​ — ​ — ​ — ​ — ​ ( 637 ) ​ — ​ ( 637 ) Recoveries of loans previously charged off ​ — ​ — ​ 12 ​ — ​ — ​ — ​ 297 ​ — ​ 309 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at March 31, 2023 ​ $ 3,378 ​ $ 295 ​ $ 7,458 ​ $ 843 ​ $ 3,547 ​ $ 10,481 ​ $ 1,929 ​ $ — ​ $ 27,931 ​ ​ ​ The following table presents the amortized cost of collateral-dependent loans of March 31, 2024 and December 31, 2023: ​ ​ ​ ​ ​ ​ ​ As of ​ March 31, 2024 December 31, 2023 ​ (in thousands) ​ ​ ​ ​ ​ ​ One-to-four-family residential $ 970 ​ $ 977 Construction and land development ​ 10 ​ ​ 10 Commercial and industrial ​ 8,348 ​ ​ 8,443 Total $ 9,328 ​ $ 9,430 ​ The Company closely monitors the performance of borrowers experiencing financial difficulty to understand the effectiveness of its loan modification efforts. The Company did no t modify any loans to borrowers experiencing financial difficulty during the three months ended March 31, 2024 and 2023. 16 Table of Contents ​ ​ Note 5 – Employee Benefits Employee Pension Plan – The Company provided pension benefits through a defined benefit plan maintained with the Co-operative Banks Employees Retirement Association (“CBERA”) (the “Plan”). The Plan was a multi-employer plan whereby the contributions by each bank are not restricted to provide benefits to the employees of the contributing bank; therefore, the Company is not required to recognize the funded status of the plan on its consolidated balance sheet and need only accrue for any quarterly contributions due and payable on demand, or any withdrawal liabilities assessed by CBERA if the Company intended to withdraw from the Plan. ​ The Company determined to freeze benefit accruals and withdraw from the CBERA Plan as of December 31, 2023. ​ For the three months ended March 31, 2024, an expense of $ 390,000 was recorded to reflect an increase in the liability related to the withdrawal from the Plan. The increase was primarily driven by final computations for estimated payouts to participants. In March 2024, the final increase to reflect the withdrawal liability was determined to be $ 390,000 . The Company accrued for this amount at March 31, 2024 and withdrew from the Plan in the second quarter of 2024. ​ Director Pension Plan – The Company has a director defined benefit pension plan (“Director Pension Plan”), c overing directors who were in service prior to 2023 and have met the plan’s vesting requirements . The Company’s liabilities for the Director Pension Plan are calculated by an independent actuary who used the “projected unit credit” actuarial method to determine the normal cost and actuarial liability. The liability for the Director Pension Plan amounted to $ 5.8 million and $ 5.7 million as of March 31, 2024 and December 31, 2023, respectively, and are recorded on the consolidated balance sheets. The expense under this plan (recorded in salaries and employee benefits in the consolidated statements of income) approximated $ 181,000 and $ 200,000 for the three months ended March 31, 2024 and 2023, respectively. ​ The Company records an estimate of net periodic pension cost for the director pension plan to accrued retirement liabilities on the consolidated balance sheet on a quarterly basis. Equity adjustments, to accumulated other comprehensive loss, in conjunction with the pension plan are recorded by the Company annually upon receipt of the independent actuarial report. ​ Deferred Compensation Plans – During 2014, the Company put into place an unfunded, defined contribution, Non-qualified Deferred Compensation Plan (“Deferred Comp Plan”) for select employees of the Company. The Deferred Comp Plan was provided to key management of the Company and results in 5 % - 20 % of the employee’s then current base salary being credited to the participant’s account annually, subject to increases based upon increases in annual base compensation and the possibility of additional discretionary contributions. The employees vest at varying dates in accordance with each individual’s deferred compensation participation agreement; however, all key officers will be fully vested upon the attainment of age 65. The obligations under these plans are included in accrued retirement liabilities on the Company’s consolidated balance sheets and approximated $ 2.5 million and $ 2.4 million as of March 31, 2024 and December 31, 2023, respectively. The expense under these plans (recorded in salaries and employee benefits in the consolidated statements of income) approximated $ 100,000 and $ 89,000 for the three months ended March 31, 2024 and March 31, 2023, respectively. Long-Term Incentive Plan – In January 2020, the Company put into place a long-term incentive plan for certain members of its management team where benefits are awarded annually on a discretionary basis and cliff vest after three years . Under this plan, individuals are granted “phantom shares” and benefits are accrued based upon the projected growth of the Bank’s capital. The obligations under this plan are included in accrued retirement liabilities on the Company’s consolidated balance sheets and approximated $ 9.9 million and $ 11.1 million as of March 31, 2024 and December 31, 2023, respectively. The expense under this plan (recorded in salaries and employee benefits in the consolidated statements of income) approximated $ 1.4 million and $ 4.4 million for the three months ended March 31, 2024 and 2023, respectively. 17 Table of Contents 401(k) Plan – The Company has an employee tax deferred incentive plan (the “401(k) plan”) under which the Company makes voluntary contributions within certain limitations. All employees who meet specified age and length of service requirements are eligible to participate in the 401(k) plan. The amount contributed by the Company to the 401(k) Plan is included in salaries and employee benefits expense. The amounts contributed to the 401(k) plan for the three months ended March 31, 2024 and 2023 were $ 619,000 and $ 522,000 , respectively. Employment and Change in Control Agreements – The Company entered into employment agreements with the Chief Executive Officer and the Chief Operating Officer that renew for one additional year each January 1 st . During 2024, the Company entered into Change in Control agreements with certain executive officers, which provide severance payments in the event of the executive’s involuntary or constructive termination of employment, including upon a termination following a change in control as defined in the agreements. Employee Stock Ownership Plan – As part of the Initial Public Offering ("IPO") completed on December 27, 2023, the Bank established a tax-qualified Employee Stock Ownership Plan ("ESOP") to provide eligible employees the opportunity to own Company shares. The ESOP borrowed $ 47.2 million from the Company to purchase 3,416,458 common shares on the open market. The loan is payable in annual installments over 20 years at an interest rate of 8.50 %. As the loan is repaid to the Company, shares are released and allocated proportionally to eligible participants on the basis of each participant’s proportional share of compensation relative to the compensation of all participants. The unallocated ESOP shares are pledged as collateral on the loan. The Company accounts for its ESOP in accordance with FASB ASC 718-40, Compensation – Stock Compensation . Under this guidance, unreleased shares are deducted from shareholders’ equity as unearned ESOP shares in the accompanying consolidated balance sheets. The Company recognizes compensation expense equal to the fair value of the ESOP shares during the periods in which they are committed to be released. To the extent that the fair value of the Company’s ESOP shares differs from the cost of such shares, the difference will be credited or debited to shareholders' equity. As the loan is internally leveraged, the loan receivable from the ESOP to the Company is not reported as an asset nor is the debt of the ESOP shown as a liability on the Company’s consolidated balance sheets. Total compensation expense recognized in connection with the ESOP was $ 588,000 for the three months ended March 31, 2024. The Company did not recognize any compensation expense related to the ESOP for the three months ended March 31, 2023. The following table presents share information held by the ESOP: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ March 31, 2024 ​ December 31, 2023 ​ ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ Allocated shares ​ ​ — ​ ​ — Shares committed to be released ​ ​ 42,121 ​ ​ — Unallocated shares ​ ​ 3,374,337 ​ ​ 1,000,000 Total shares ​ ​ 3,416,458 ​ ​ 1,000,000 Fair value of unallocated shares ​ $ 46,093 ​ $ 13,400 ​ ​ Note 6 – Fair Value Measurements ASC 820-10, Fair Value Measurement – Overall , provides a framework for measuring fair value under U.S. GAAP. This guidance also allows the Company the irrevocable option to elect fair value for the initial and subsequent measurement for certain financial assets and liabilities on a contract-by-contract basis. 18 Table of Contents In accordance with ASC 820-10, Fair Value Measurement – Overall , the Company groups its financial assets and financial liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. Level 1 – Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2 – Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or comparable assets or liabilities. Level 3 – Valuations for assets and liabilities that are derived from other methodologies, including option pricing models, discounted cash flow models and similar techniques, and are not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets and liabilities. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to all of the Company’s financial assets and financial liabilities carried at fair value for March 31, 2024 and December 31, 2023. ​ Available-for-sale investment securities – Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities would include highly liquid government bonds (such as U.S. Treasuries), mortgage products and exchange traded equities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. Level 2 securities would include U.S. agency securities, mortgage-backed agency securities, obligations of states and political subdivisions, and certain corporate, asset-backed and other securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy. ​ Derivative arrangements – The fair values of derivative arrangements are estimated by the Company using a third-party derivative valuation expert who relies on Level 2 inputs, namely interest cash flow models to determine a fair value by calculating a settlement termination value with the counterparty. Assets measured and reported at estimated fair value on a recurring basis are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 ​ Level 1 ​ Level 2 ​ Level 3 ​ Fair Value Assets: ​ (in thousands) Available-for-sale debt securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury securities ​ $ 77,422 ​ $ — ​ $ — ​ $ 77,422 U.S. Government agencies ​ ​ — ​ ​ 3,999 ​ ​ — ​ ​ 3,999 Agency mortgage-backed securities ​ ​ — ​ ​ 10,925 ​ ​ — ​ ​ 10,925 Agency collateralized mortgage obligations ​ ​ — ​ ​ 2,260 ​ ​ — ​ ​ 2,260 Corporate bonds ​ ​ — ​ ​ 84,618 ​ ​ 9,868 ​ ​ 94,486 Municipal obligations ​ ​ — ​ ​ 18,077 ​ ​ — ​ ​ 18,077 Total available-for-sale debt securities ​ $ 77,422 ​ $ 119,879 ​ $ 9,868 ​ $ 207,169 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative assets ​ $ — ​ $ 29,291 ​ $ — ​ $ 29,291 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative liabilities ​ $ — ​ $ 29,298 ​ $ — ​ $ 29,298 19 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ Level 1 ​ Level 2 ​ Level 3 ​ Fair Value Assets: ​ (in thousands) Available-for-sale debt securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury securities ​ $ 64,352 ​ $ — ​ $ — ​ $ 64,352 Agency mortgage-backed securities ​ ​ — ​ ​ 11,430 ​ ​ — ​ ​ 11,430 Agency collateralized mortgage obligations ​ ​ — ​ ​ 2,418 ​ ​ — ​ ​ 2,418 Corporate bonds ​ ​ — ​ ​ 82,367 ​ ​ 9,868 ​ ​ 92,235 Municipal obligations ​ ​ — ​ ​ 19,030 ​ ​ — ​ ​ 19,030 Total available-for-sale debt securities ​ $ 64,352 ​ $ 115,245 ​ $ 9,868 ​ $ 189,465 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative assets ​ $ — ​ $ 27,769 ​ $ — ​ $ 27,769 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative liabilities ​ $ — ​ $ 27,786 ​ $ — ​ $ 27,786 ​ The Company had no purchases, sales, transfers or changes in fair value of level 3 assets during the three months ended March 31, 2024 and 2023. The Company may also be required from time to time to measure certain other assets on a non-recurring basis in accordance with GAAP. Any adjustments to fair value usually result in write-downs of individual assets. Collateral-Dependent Loans – Collateral-dependent loans with specific reserves are carried at fair value, which equals the estimated market value of the collateral less estimated costs to sell. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. A loan may have multiple types of collateral; however, the majority of the Company’s loan collateral is real estate. The value of real estate collateral is generally determined utilizing a market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the Company using observable market data (Level 2). However, if the collateral value is significantly adjusted due to differences in the comparable properties or is discounted by the Company because of lack of marketability, then the fair value is considered Level 3. The value of business equipment is based upon an outside appraisal if deemed significant or the net book value on the applicable borrower’s financial statements if not considered significant. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). Fair value adjustments are recorded in the period incurred as provision for credit losses in the consolidated statements of income. Mortgage Servicing Rights – Mortgage servicing rights do not trade in an active market with readily observable market data. As a result, the Company estimates the fair value of mortgage servicing rights by using a discounted cash flow model to calculate the present value of estimated future net servicing income. The assumptions used in the discounted cash flow model are those that market participants would use in estimating future net servicing income. Assumptions in the valuation of mortgage servicing rights may include estimated loan repayment rates, the discount rate, servicing costs, and the timing of cash flows, among other factors. The Company measures the fair value of mortgage servicing rights accounted for using the amortization method as nonrecurring Level 3. The Company had no liabilities measured at fair value on a non-recurring basis. The following table summarizes assets measured at fair value on a non-recurring basis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 ​ Level 1 Level 2 Level 3 Fair Value ​ ​ (in thousands) Collateral-dependent loans ​ $ — ​ $ — ​ $ 4,330 ​ $ 4,330 Mortgage servicing rights ​ $ — ​ $ — ​ $ 2,581 ​ $ 2,581 ​ ​ 20 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ Level 1 Level 2 Level 3 Fair Value ​ ​ (in thousands) Collateral-dependent loans ​ $ — ​ $ — ​ $ 4,432 ​ $ 4,432 Mortgage servicing rights ​ $ — ​ $ — ​ $ 2,640 ​ $ 2,640 ​ For Level 3 assets and liabilities measured at fair value on a nonrecurring basis as of March 31, 2024 and December 31, 2023, the significant unobservable inputs used in the fair value measurements were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant Significant ​ ​ Valuation ​ Observable ​ Unobservable ​ ​ Technique ​ Inputs ​ Inputs Collateral-dependent loans Appraisal Value/ Comparison Sales Appraisals and/or sales of comparable properties Appraisals discounted 5 to 20 % for sales commission and other holding costs ​ ​ ​ ​ ​ ​ ​ Mortgage servicing rights Discounted Cash Flows Comparable sales Weighted average discount rate - 12 % Constant prepayment rate – 6.16 % ​ ASC Topic 825, Financial Instruments , requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring or non-recurring basis. The methodologies for estimating the fair value of financial assets and financial liabilities that are measured at fair value on a recurring or non-recurring basis are discussed above. ​ ASC Topic 825, Financial Instruments , requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. The exit price notion is a market-based measurement of fair value that is represented by the price to sell an asset or transfer a liability in the principal market (or most advantageous market in the absence of a principal market) on the measurement date. For March 31, 2024 and December 31, 2023, fair values of loans are estimated on an exit price basis incorporating discounts for credit, liquidity and marketability factors. ​ The following tables present the estimated fair values, related carrying amounts, and valuation level of the financial instruments as of the dates stated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 ​ ​ Carrying ​ Fair ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount ​ Value ​ Level 1 ​ Level 2 ​ Level 3 ​ ​ (In thousands) Financial Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 315,031 ​ $ 315,031 ​ $ 315,031 ​ $ — ​ $ — Loans receivable, net ​ ​ 3,920,317 ​ ​ 3,800,573 ​ ​ — ​ ​ — ​ ​ 3,800,573 Accrued interest receivable ​ ​ 17,843 ​ ​ 17,843 ​ ​ 17,843 ​ ​ — ​ ​ — Federal Home Loan Bank stock ​ ​ 4,357 ​ ​ 4,357 ​ ​ — ​ ​ 4,357 ​ ​ — Federal Reserve Bank stock ​ ​ 10,319 ​ ​ 10,319 ​ ​ — ​ ​ 10,319 ​ ​ — Non-public investments ​ ​ 13,619 ​ ​ 13,619 ​ ​ — ​ ​ — ​ ​ 13,619 Bank-owned life insurance ("BOLI") ​ ​ 50,917 ​ ​ 50,917 ​ ​ — ​ ​ 50,917 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financial Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deposits, other than time deposits ​ $ 2,008,407 ​ $ 2,008,407 ​ $ 2,008,407 ​ $ — ​ $ — Time deposits ​ ​ 1,763,646 ​ ​ 1,760,995 ​ ​ — ​ ​ 1,760,995 ​ ​ — FHLB Borrowings ​ ​ 60,837 ​ ​ 60,627 ​ ​ — ​ ​ 60,627 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 21 Table of Contents ​ ​ December 31, 2023 ​ ​ Carrying ​ Fair ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount ​ Value ​ Level 1 ​ Level 2 ​ Level 3 ​ ​ (In thousands) Financial Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 272,591 ​ $ 272,591 ​ $ 272,591 ​ $ — ​ $ — Loans receivable, net ​ ​ 3,857,057 ​ ​ 3,732,361 ​ ​ — ​ ​ — ​ ​ 3,732,361 Accrued interest receivable ​ ​ 17,284 ​ ​ 17,284 ​ ​ 17,284 ​ ​ — ​ ​ — Federal Home Loan Bank stock ​ ​ 14,558 ​ ​ 14,558 ​ ​ — ​ ​ 14,558 ​ ​ — Federal Reserve Bank stock ​ ​ 10,323 ​ ​ 10,323 ​ ​ — ​ ​ 10,323 ​ ​ — Non-public investments ​ ​ 13,852 ​ ​ 13,852 ​ ​ — ​ ​ — ​ ​ 13,852 Bank-owned life insurance ("BOLI") ​ ​ 50,516 ​ ​ 50,516 ​ ​ — ​ ​ 50,516 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financial Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deposits, other than time deposits ​ $ 1,890,313 ​ $ 1,890,313 ​ $ 1,890,313 ​ $ — ​ $ — Time deposits ​ ​ 1,497,035 ​ ​ 1,495,008 ​ ​ — ​ ​ 1,495,008 ​ ​ — FHLB Borrowings ​ ​ 283,338 ​ ​ 283,172 ​ ​ — ​ ​ 283,172 ​ ​ — ​ ​ Note 7 – Commitments and Contingencies The Company is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to originate loans, to disburse funds to borrowers on unused construction and land development loans, and to disburse funds on committed but unused lines of credit. These financial agreements involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet. The contract amounts of these instruments reflect the extent of involvement the Company has in particular classes of financial instruments. Commitments to originate loans and disburse additional funds to borrowers on lines of credit are agreements to lend to a customer provided there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the borrower. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for loan commitments, is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The commitments to originate loans and lines of credit may expire without being funded or drawn upon; therefore, the total commitment amounts do not necessarily represent future cash requirements. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance by a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. As of March 31, 2024 and December 31, 2023, the maximum potential amount of the Company’s obligation was $ 7.3 million and $ 7.5 million, respectively, for standby letters of credit. The Company’s outstanding letters of credit generally have a term of less than one year. If a letter of credit is drawn upon, the Company may seek recourse through the customer’s underlying line of credit. If the customer’s line of credit is also in default, the Company may take possession of the collateral, if any, securing the line of credit. ​ ​ ​ ​ 22 Table of Contents Financial instruments whose contract amounts represents off-balance sheet credit risk and are not reflected on the Company’s consolidated balance sheets consist of the following at the dates stated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ March 31, 2024 ​ December 31, 2023 ​ ​ (In thousands) ​ ​ ​ ​ ​ ​ ​ Commitments to originate loans ​ $ 73,625 ​ $ 79,191 Unadvanced funds on lines of credit ​ ​ 472,037 ​ ​ 490,847 Unadvanced funds on construction loans ​ ​ 594,431 ​ ​ 542,893 Letters of credit ​ ​ 7,340 ​ ​ 7,471 ​ ​ $ 1,147,433 ​ $ 1,120,402 ​ The Bank accrues for credit losses related to off-balance sheet financial instruments. Potential losses on off-balance sheet loan commitments are estimated using the same risk factors used to determine the allowance for credit losses on loans, adjusted for the likelihood that funding will occur. The allowance for off-balance sheet commitments is recorded within other liabilities on the consolidated balance sheets and amounted to $ 6.6 million and $ 6.0 million as of March 31, 2024 and December 31, 2023, respectively. For the three months ended March 31, 2024, a provision for unfunded commitments of $ 539,000 was recorded. No provision for unfunded commitments was recorded during the three months ended March 31, 2023. ​ ​ Note 8 – Derivatives and Hedging Activities Risk Management Objective of Using Derivatives – The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s assets and liabilities. Fair Value Hedges of Interest Rate Risk – The Company is exposed to changes in the fair value of certain pools of its pre-payable fixed-rate assets due to changes in benchmark interest rates. The Company uses interest rate swap agreements to manage its exposure to changes in the fair value of these instruments attributable to changes in the designated benchmark interest rate. Interest rate swap agreements designated as fair value hedges involve the payment of fixed-rate amounts to a counterparty in exchange for the Company receiving variable-rate payments over the life of the agreements without the exchange of the underlying notional amount. For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting gain or loss on the hedged item attributable to the hedged risk are recognized in interest income. The Company had previously entered into two “last of layer hedges” on a significant portion of its fixed rate residential loan pool. These amounts include the amortized cost basis of closed portfolios used to designate hedging relationships in which the hedged item is the last layer expected to remain at the end of the hedging relationship. During September 2021, the Company terminated these last of layer hedges by paying out $ 2.15 million to the respective third parties. These fees were capitalized into loans receivable and are being amortized against loan income over the contractual lives of the remaining designated residential loans. The unamortized amount of this cost basis adjustment is $ 1.0 million and $ 1.0 million at March 31, 2024 and December 31, 2023, respectively. During the three months ended March 31, 2024 and 2023, the Company recognized amortization expense related to this cost basis adjustment of $ 24,000 and $ 31,000 , respectively. 23 Table of Contents Non-designated Hedges – Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements and/or the Company has not elected to apply hedge accounting. Changes in the fair value of derivatives not designated in hedging relationships, exclusive of credit valuation adjustments, are recorded directly in earnings. The Company executes interest rate swaps and cap agreements with commercial banking customers to facilitate its respective risk management strategies. Those interest rate swap and cap agreements are simultaneously hedged by offsetting interest rate swaps and caps that are executed with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As of March 31, 2024, the Company had 54 interest rate swap agreements with an aggregate notional amount of $ 340.9 million compared to 52 interest rate swap agreements and one interest rate cap agreement with an aggregate notional amount of $ 338.6 million related to this program as of December 31, 2023. Risk Participation Agreements – Risk Participation Agreements (“RPAs”) are guarantees issued by the Company to other parties for a fee, whereby the Company agrees to participate in the credit risk of a derivative customer of the other party. Under the terms of these agreements, the “participating bank” receives a fee from the “lead bank” in exchange for the guarantee of reimbursement if the customer defaults on an interest rate swap. The interest rate swap is transacted such that any and all exchanges of interest payments (favorable and unfavorable) are made between the lead bank and the customer. In the event that an early termination of the swap occurs, and the customer is unable to make a required close out payment, the participating bank assumes that obligation and is required to make this payment. RPAs where the Company acts as the lead bank are referred to as “participations-out,” in reference to the credit risk associated with the customer derivatives being transferred out of the Company. Participations-out generally occur concurrently with the sale of new customer derivatives. RPAs where the Company acts as the participating bank are referred to as “participations-in,” in reference to the credit risk associated with the counterparty’s derivatives being assumed by the Company. The Company’s maximum credit exposure is based on its proportionate share of the settlement amount of the referenced interest rate swap. Settlement amounts are generally calculated based on the fair value of the swap plus outstanding accrued interest receivable from the customer. ​ As of March 31, 2024, the Company had 17 RPAs with an aggregate notional amount of $ 45.0 million related to this program compared to 16 RPAs with an aggregate notional amount of $ 44.5 million as of December 31, 2023. These RPAs all represent “participations-in” and generally have terms ranging from five to ten years . ​ The table below presents the fair value of the Company’s derivative financial instruments not designated as hedging instruments, as well as their classification on the consolidated balance sheets as of the dates stated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative ​ Derivative ​ ​ Assets (1) ​ Liabilities (2) March 31, 2024 ​ (in thousands) Derivatives not designated as hedging instruments: ​ ​ ​ ​ ​ ​ Interest rate products ​ $ 29,291 ​ $ 29,291 RPA credit contracts ​ ​ — ​ ​ 7 Total derivatives not designated as hedging instruments ​ $ 29,291 ​ $ 29,298 ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ ​ ​ Derivatives not designated as hedging instruments: ​ ​ ​ ​ ​ ​ Interest rate products ​ $ 27,769 ​ $ 27,769 RPA credit contracts ​ ​ — ​ ​ 17 Total derivatives not designated as hedging instruments ​ $ 27,769 ​ $ 27,786 (1) Recorded in prepaid expenses and other assets on the consolidated balance sheets. (2) Recorded in accrued expenses and other liabilities on the consolidated balance sheets. ​ ​ ​ ​ ​ 24 Table of Contents The table below presents the financial impact of the Company’s derivative financial instruments not designated as hedges in the consolidated statements of income, caused by changes in fair value for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Location of Gain or (Loss) ​ ​ ​ ​ ​ ​ ​ Recognized Three months ended March 31, ​ in Income on Derivative 2024 2023 ​ ​ ​ (in thousands) Derivatives Not Designated as Hedging Instruments: ​ ​ RPA credit contracts-fair value adjustments Other non-interest income $ 10 ​ $ ( 3 ) ​ Swap contract fees, net of brokerage costs, recognized in earnings on the above noted interest rate products and RPA contracts approximated $ 487,000 and $ 95,000 for the three months ended March 31, 2024 and 2023, respectively. The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults (or is capable of being declared in default) on any of its indebtedness, then the Company could also be declared in default on its derivative obligations, and it could be required to terminate its derivative positions with the counterparty. The Company also has agreements with certain of its derivative counterparties that contain a provision whereby if the counterparty fails to maintain its status as a well-capitalized institution, then the Company could be required to terminate its derivative positions with the counterparty. In order to mitigate counterparty default risk in conjunction with these interest rate products and RPA credit contracts, the Company was required to maintain $ 9.1 million of collateral deposit accounts with the counterparties to these agreements as of March 31, 2024 and December 31, 2023. Note 9 – Other Comprehensive Income (Loss) Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities are reported as a separate component of the shareholders' equity section of the consolidated balance sheets, such items, along with net income, are components of comprehensive income (loss). The components of other comprehensive income (loss) and related tax effects are as follows for the three months ended March 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ March 31, 2024 March 31, 2023 ​ ​ (In thousands) ​ ​ Pre-Tax ​ Tax (Expense) ​ After-Tax ​ Pre-Tax ​ Tax (Expense) ​ After-Tax ​ ​ Amount ​ Benefit ​ Amount ​ Amount ​ Benefit ​ Amount ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in fair value of available-for-sale securities ​ $ 295 ​ $ ( 83 ) ​ $ 212 ​ $ 1,713 ​ $ ( 430 ) ​ $ 1,283 Less: Reclassification adjustment for realized gains in net income ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Net change in fair value of available-for-sale securities ​ ​ 295 ​ ​ ( 83 ) ​ ​ 212 ​ ​ 1,713 ​ ​ ( 430 ) ​ ​ 1,283 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in fair value of cash flow hedge ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 271 ) ​ ​ 76 ​ ​ ( 195 ) Less: Net cash flow hedge gains (losses) reclassified into interest income or interest expense ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Net change in fair value of cash flow hedge, net of tax ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 271 ) ​ ​ 76 ​ ​ ( 195 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total other comprehensive income (loss) ​ $ 295 ​ $ ( 83 ) ​ $ 212 ​ $ 1,442 ​ $ ( 354 ) ​ $ 1,088 ​ The following table presents the components of accumulated other comprehensive loss as of March 31, 2024 and December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ March 31, 2024 ​ December 31, 2023 ​ ​ (In thousands) ​ ​ ​ ​ ​ ​ ​ Net unrealized holding losses on securities available-for-sale, net of tax ​ $ ( 10,716 ) ​ $ ( 10,928 ) Unrecognized director pension plan benefits, net of tax ​ ​ ( 969 ) ​ ​ ( 969 ) Total accumulated other comprehensive loss ​ $ ( 11,685 ) ​ $ ( 11,897 ) ​ ​ ​ 25 Table of Contents Note 10 – Regulatory Capital Requirements ​ The Company is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under regulatory capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. ​ Effective January 1, 2020, the federal banking agencies published a final rule on a Community Bank Leverage Ratio (“CBLR”) Framework that provides a simplified measure of capital adequacy for qualified community banking organizations. Management had determined that the Company meets the standards to qualify under the CBLR framework and opted into this framework for FDIC call reporting purposes during 2020. Under the CBLR framework, a bank that maintains a CBLR of 9% (defined as Tier 1 capital divided by total average assets) is considered to have satisfied its capital requirements, determined to be well-capitalized, and will no longer be required to calculate risk-based capital ratios. As of December 31, 2023 the Bank met the minimum requirement with a CBLR of 13.6 %. ​ As of March 31, 2024, the Company did not meet the requirement for the CBLR framework due to its unfunded loan commitments being over 25.00% of its capital for more than two consecutive quarters. As a result, the Company operated under the risk-based framework for the three months ended March 31, 2024. Under this framework, quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios of Total Capital, Tier 1 Capital and Common Equity Tier 1 Capital to Risk-Weighted Assets, and Tier 1 Capital to Total Average Assets (as defined in the regulations). Management believes, as of March 31, 2024, that the Company and the Bank meet all capital adequacy requirements to which each is subject. As of March 31, 2024, the Company and the Bank were categorized as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier 1 risk-based, Common Equity Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table below. There are no conditions or events since that notification that management believes have changed the Bank’s category. The Bank’s actual capital amounts and ratios are presented in the table as of the dates indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ To be well capitalized ​ ​ ​ ​ ​ ​ ​ ​ For minimum capital ​ ​ under prompt corrective ​ ​ ​ Actual ​ ​ adequacy purposes ​ ​ action provisions ​ Amount Ratio Amount Ratio Amount Ratio March 31, 2024 ​ ​ (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Capital ​ $ 636,094 ​ 14.5 % ​ $ 350,080 ​ 8.0 % ​ $ 437,600 ​ 10.0 % (to Risk-Weighted Assets) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tier 1 Capital ​ ​ 595,235 ​ 13.6 % ​ ​ 262,560 ​ 6.0 % ​ ​ 350,080 ​ 8.0 % (to Risk-Weighted Assets) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Equity Tier I Capital ​ ​ 595,235 ​ 13.6 % ​ ​ 196,920 ​ 4.5 % ​ ​ 284,440 ​ 6.5 % (to Risk-Weighted Assets) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tier 1 Capital ​ ​ 595,235 ​ 13.5 % ​ ​ 176,339 ​ 4.0 % ​ ​ 220,423 ​ 5.0 % (to Total Average Assets) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Company’s consolidated capital ratios are consistent with the Bank’s regulatory capital ratios as reported above for March 31, 2024 and December 31, 2023. ​ Note 11 – Earnings Per Share (“EPS”) ​ Basic EPS represents net income available to common shareholders divided by the weighted-average number of common shares outstanding during the period. 26 Table of Contents Diluted earnings per share have been calculated in a manner similar to that of basic earnings per share except that the weighted average number of common shares outstanding is increased to include the number of additional common shares that would have been outstanding if all potentially dilutive common shares (such as those resulting from the exercise of stock options) were issued during the period, computed using the treasury stock method. There were no securities that had a dilutive effect during the three months ended March 31, 2024 and 2023. Unallocated ESOP shares are not deemed outstanding for earnings per share calculations. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ March 31, ​ 2024 2023 ​ ​ (Dollars in thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ Net income applicable to common shares ​ $ 8,701 ​ $ N/A ​ ​ ​ ​ ​ ​ ​ Average number of common shares outstanding ​ ​ 42,705,729 ​ ​ N/A Less: average unallocated ESOP shares ​ ​ ( 3,016,085 ) ​ ​ N/A Average number of common shares outstanding used to calculate basic EPS ​ ​ 39,689,644 ​ ​ N/A Common stock equivalents ​ ​ — ​ ​ N/A Average number of common shares outstanding used to calculate diluted EPS ​ ​ 39,689,644 ​ ​ N/A Earnings per common share: ​ ​ ​ ​ ​ N/A Basic and diluted ​ $ 0.22 ​ $ N/A ​ For the three months ended March 31, 2024, there were no anti-dilutive shares. ​