Item 1. Financial Statements
Item 1. Financial Statements
NB Bancorp, Inc.
Consolidated Balance Sheets
June 30, 2025 (Unaudited) and December 31, 2024
(in thousands except share and per share data)
June 30, 2025
December 31, 2024
Assets
Cash and due from banks
$
157,112
$
211,166
Federal funds sold
101,587
152,689
Total cash and cash equivalents
258,699
363,855
Available-for-sale securities, at fair value
235,408
228,205
Loans receivable, net of deferred fees
4,541,175
4,333,152
Allowance for credit losses
( 42,601 )
( 38,744 )
Net loans
4,498,574
4,294,408
Accrued interest receivable
20,386
19,685
Banking premises and equipment, net
34,289
34,654
Non-public investments
35,767
24,364
Bank-owned life insurance ("BOLI")
55,711
102,785
Prepaid expenses and other assets
58,075
59,482
Deferred income tax asset
29,645
30,299
Total assets
$
5,226,554
$
5,157,737
Liabilities and shareholders' equity
Deposits
Core deposits
$
4,013,892
$
3,867,846
Brokered deposits
254,160
309,806
Total deposits
4,268,052
4,177,652
Mortgagors' escrow accounts
4,117
4,549
FHLB borrowings
127,600
120,835
Accrued expenses and other liabilities
68,234
65,708
Accrued retirement liabilities
21,429
23,826
Total liabilities
4,489,432
4,392,570
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; 40,748,380 and 42,705,729
shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively
407
427
Additional paid-in capital
358,793
417,247
Unallocated common shares held by the Employee Stock Ownership Plan ("ESOP")
( 43,643 )
( 44,813 )
Retained earnings
427,707
400,473
Accumulated other comprehensive loss
( 6,142 )
( 8,167 )
Total shareholders' equity
737,122
765,167
Total liabilities and shareholders' equity
$
5,226,554
$
5,157,737
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NB Bancorp, Inc.
Consolidated Statements of Income
(Unaudited - Dollars in thousands, except per share data)
For the Three Months Ended
For the Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
INTEREST AND DIVIDEND INCOME
Interest and fees on loans
$
74,719
$
65,271
$
146,159
$
129,270
Interest on securities
2,307
1,690
4,596
2,968
Interest and dividends on cash equivalents and other
2,822
4,161
5,942
7,075
Total interest and dividend income
79,848
71,122
156,697
139,313
INTEREST EXPENSE
Interest on deposits
31,690
31,579
63,929
59,795
Interest on borrowings
1,151
821
2,236
2,164
Total interest expense
32,841
32,400
66,165
61,959
NET INTEREST INCOME
47,007
38,722
90,532
77,354
PROVISION FOR CREDIT LOSSES
Provision for credit losses - loans
4,244
4,429
5,191
8,319
Release of credit losses - unfunded commitments
( 1,083 )
( 762 )
( 872 )
( 223 )
Total provision for credit losses
3,161
3,667
4,319
8,096
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES
43,846
35,055
86,213
69,258
NONINTEREST INCOME
Customer service fees
2,554
1,872
5,112
3,754
Increase in cash surrender value of BOLI
787
404
1,818
805
Mortgage banking income
141
428
317
539
Swap contract income
524
265
612
752
Other income
172
12
181
635
Total noninterest income
4,178
2,981
8,040
6,485
NONINTEREST EXPENSE
Salaries and employee benefits
18,567
16,746
37,717
34,307
Director and professional service fees
2,943
2,270
5,090
4,178
Occupancy and equipment expenses
1,465
1,461
3,045
2,797
Data processing expenses
2,493
2,325
5,258
4,320
Marketing and charitable contribution expenses
954
1,095
1,800
1,837
FDIC and state insurance assessments
883
633
1,696
994
Merger and acquisition expenses
530
—
530
—
General and administrative expenses
1,470
1,684
2,829
3,348
Total noninterest expense
29,305
26,214
57,965
51,781
INCOME BEFORE TAXES
18,719
11,822
36,288
23,962
INCOME TAX EXPENSE
4,140
2,369
9,054
5,808
NET INCOME
$
14,579
$
9,453
$
27,234
$
18,154
Weighted average common shares outstanding, basic
37,191,460
39,289,271
37,668,741
39,490,552
Weighted average common shares outstanding, diluted
37,550,409
39,289,271
37,848,215
39,490,552
Earnings per share, basic
$
0.39
$
0.24
$
0.72
$
0.46
Earnings per share, diluted
$
0.39
$
0.24
$
0.72
$
0.46
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NB Bancorp, Inc.
Consolidated Statements of Comprehensive Income
(Unaudited - Dollars in thousands)
For the Three Months Ended
For the Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
NET INCOME
$
14,579
$
9,453
$
27,234
$
18,154
OTHER COMPREHENSIVE INCOME, NET OF TAX:
Net change in fair value of available-for-sale securities
323
550
2,025
762
TOTAL OTHER COMPREHENSIVE INCOME, NET OF TAX:
323
550
2,025
762
TOTAL COMPREHENSIVE INCOME, NET OF TAX
$
14,902
$
10,003
$
29,259
$
18,916
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NB Bancorp, Inc.
Consolidated Statements of Changes in Shareholders' Equity
(Unaudited - Dollars in thousands)
For the Three Months Ended
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, March 31, 2024
42,705,729
$
427
$
416,812
$
( 46,590 )
$
374,874
$
( 11,685 )
$
733,838
Net income
—
—
—
—
9,453
—
9,453
Other comprehensive income, net of tax
—
—
—
—
—
550
550
ESOP shares committed to be released ( 42,589 shares)
—
—
33
588
—
—
621
Balance, June 30, 2024
42,705,729
$
427
$
416,845
$
( 46,002 )
$
384,327
$
( 11,135 )
$
744,462
Balance, March 31, 2025
40,570,443
$
406
$
376,773
$
( 44,231 )
$
413,128
$
( 6,465 )
$
739,611
Net income
—
—
—
—
14,579
—
14,579
Other comprehensive income, net of tax
—
—
—
—
—
323
323
Repurchase of common shares under share repurchase plan
( 1,106,588 )
( 11 )
( 18,886 )
—
—
—
( 18,897 )
Restricted stock award issued
1,284,525
12
( 12 )
—
—
—
—
Stock-based compensation
—
—
787
—
—
—
787
ESOP shares committed to be released ( 42,589 shares)
—
—
131
588
—
—
719
Balance, June 30, 2025
40,748,380
$
407
$
358,793
$
( 43,643 )
$
427,707
$
( 6,142 )
$
737,122
For the Six Months Ended
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, 2023
42,705,729
$
427
$
417,030
$
( 13,774 )
$
366,173
$
( 11,897 )
$
757,959
Net income
—
—
—
—
18,154
—
18,154
Other comprehensive income, net of tax
—
—
—
—
—
762
762
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 ( 84,709 shares)
—
—
40
1,169
—
—
1,209
Balance, June 30, 2024
42,705,729
$
427
$
416,845
$
( 46,002 )
$
384,327
$
( 11,135 )
$
744,462
Balance, December 31, 2024
42,705,729
$
427
$
417,247
$
( 44,813 )
$
400,473
$
( 8,167 )
$
765,167
Net income
—
—
—
—
27,234
—
27,234
Other comprehensive income, net of tax
—
—
—
—
—
2,025
2,025
Repurchase of common shares under share repurchase plan
( 3,241,874 )
( 32 )
( 59,561 )
—
—
—
( 59,593 )
Restricted stock award issued
1,284,525
12
( 12 )
—
—
—
—
Stock-based compensation
—
—
787
—
—
—
787
ESOP shares committed to be released ( 84,709 shares)
—
—
332
1,170
—
—
1,502
Balance, June 30, 2025
40,748,380
$
407
$
358,793
$
( 43,643 )
$
427,707
$
( 6,142 )
$
737,122
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NB Bancorp, Inc.
Consolidated Statements of Cash Flows
(Unaudited - Dollars in thousands)
For the Six Months Ended
June 30,
2025
2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
$
27,234
$
18,154
Adjustments to reconcile net income to net cash from operating activities:
Net accretion of available-for-sale securities
( 197 )
( 138 )
Amortization of core deposit intangible
74
74
Provision for credit losses
4,319
8,096
Loan hedge fair value adjustments, net
( 74 )
55
Change in net deferred loan origination fees
( 61 )
102
Mortgage loans originated for sale
( 1,660 )
( 2,759 )
Proceeds from sale of mortgage loans held for sale
3,892
14,102
Gain on sale of mortgage loans
( 48 )
( 161 )
Depreciation and amortization expense
1,422
1,402
Gain from BOLI death benefit
( 25 )
—
Increase in cash surrender values of BOLI
( 1,793 )
( 805 )
Deferred income tax benefit
( 19 )
( 20 )
ESOP expense
1,502
1,209
Stock-based compensation
787
—
Changes in operating assets and liabilities:
Accrued interest receivable
( 701 )
( 1,723 )
Prepaid expenses and other assets
1,333
( 2,155 )
Accrued expenses and other liabilities
3,398
( 24,230 )
Accrued retirement liabilities
( 2,397 )
2,091
NET CASH PROVIDED BY OPERATING ACTIVITIES
36,986
13,294
CASH FLOWS FROM INVESTING ACTIVITIES
Loan originations and purchases, net of repayments
( 212,820 )
( 222,227 )
Purchases of available-for-sale securities
( 20,177 )
( 35,860 )
Proceeds from maturities, calls and paydowns of available-for-sale securities
15,869
21,434
Recoveries of loans previously charged off
1,414
205
Net change in non-public investments
( 11,403 )
6,580
Proceeds from BOLI death benefit
128
—
Proceeds from surrender of BOLI policies
48,764
—
Purchases of banking premises and equipment
( 1,057 )
( 1,161 )
NET CASH USED IN INVESTING ACTIVITIES
( 179,282 )
( 231,029 )
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits
90,400
530,418
Net costs from stock offering and issuance of common shares
—
( 225 )
Purchase of common shares held by ESOP
—
( 33,397 )
Repurchase of common shares under share repurchase plan
( 59,593 )
—
Net change in mortgagors' escrow accounts
( 432 )
( 207 )
Increase (decrease) in FHLB borrowings, net
6,765
( 222,503 )
NET CASH PROVIDED BY FINANCING ACTIVITIES
37,140
274,086
NET CHANGE IN CASH AND CASH EQUIVALENTS
( 105,156 )
56,351
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
363,855
272,591
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
258,699
$
328,942
Supplemental disclosure of cash paid during the period for:
Interest
$
68,806
$
58,913
Income taxes
3,150
11,092
Supplemental disclosure of non-cash transactions:
Unrealized gains on available-for-sale securities
$
2,698
$
1,036
Mortgage loans transferred to loans held for sale
2,184
11,182
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NB Bancorp, Inc.
Notes to Unaudited Consolidated Financial Statements
Note 1 – Corporate Structure and Nature of Operations; Basis of Presentation
NB Bancorp, Inc., a Maryland corporation (the “Company”) (referred to herein as the “Company," “we,” “us,” or “our”), is a bank holding company. Through its wholly-owned subsidiary, Needham Bank (the “Bank”), the Company provides a variety of banking services, through its full-service bank branches, located primarily in eastern Massachusetts.
The activities of the Company are subject to the regulatory supervision of the Board of Governors of the Federal Reserve System. The activities of the Bank are subject to the regulatory supervision of the Massachusetts Commissioner of Banks and the Federal Deposit Insurance Corporation (“FDIC”). The Company and the activities of the Bank and its subsidiaries are also subject to various Massachusetts business and banking-related regulations.
On June 5, 2025, the Company announced the signing of a definitive merger agreement under which the Company will acquire Provident Bancorp, Inc., with the Company as the surviving entity, and the Bank will acquire BankProv, with the Bank as the surviving entity (the “Merger”). The transaction is valued at approximately $ 211.8 million. The closing of the Merger, which is expected to occur during the fourth quarter of 2025, is subject to the satisfaction of various conditions, including the affirmative vote by the holders of a majority of Provident Bancorp, Inc. common stock and the receipt of required regulatory approvals from applicable state and federal regulators.
Basis of Presentation
The Company’s Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) as set forth by the Financial Accounting Standards Board (“FASB”) and its Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) as well as the rules and interpretive releases of the U.S. Securities and Exchange Commission (“SEC”) under the authority of federal securities laws.
The Consolidated Financial Statements of the Company 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. All intercompany accounts and transactions have been eliminated in consolidation.
Certain amounts, previously reported, have been reclassified to state all periods on a comparable basis and had no effect on shareholders’ equity or net income.
The accompanying Consolidated Balance Sheet as of June 30, 2025, the Consolidated Statements of Income, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Shareholders’ Equity and Consolidated Statements of Cash Flows for the three and six months ended June 30, 2025 and 2024 are unaudited. The Consolidated Balance Sheet as of December 31, 2024 was derived from the Audited Consolidated Financial Statements as of that date. The interim Consolidated Financial Statements and the accompanying notes should be read in conjunction with the annual Consolidated Financial Statements and the accompanying notes contained within the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC. In the opinion of management, the Company’s Consolidated Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The results for the three and six months ended June 30, 2025 are not necessarily indicative of results to be expected for the year ending December 31, 2025, any other interim period, or any future year or period.
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.
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Subsequent events are events or transactions that occur after the balance sheet date but before consolidated financial statements are issued.
Recognized subsequent events are events or transactions that provide additional evidence about conditions that existed at the date of the consolidated balance sheet, including the estimates inherent in the process of preparing consolidated financial statements. Non-recognized subsequent events are events that provide evidence about conditions that did not exist at the date of the consolidated balance sheet but arose after that date.
Operating Segments
The Company adopted FASB ASU 2023-07 “Segment Reporting (Topic 280) - Improvement to Reportable Segment Disclosures” on January 1, 2024, which requires that information be reported about a company’s operating segments using a “management approach.” Reportable segments are identified in these standards as those revenue producing components for which separate financial information is produced internally and which are subject to evaluation by the chief operating decision maker (“CODM”). The Company has determined that its CODM is its Chief Executive Officer. The Company has one reportable segment: its banking business, which consists of a full range of banking lending, savings, and small business offerings. The CODM regularly assesses performance of the aggregated single operating and reporting segment and decides how to allocate resources based on net income calculated on the same basis as is net income reported in the Company’s consolidated statements of income and other comprehensive income. The CODM is also regularly provided with expense information at a level consistent with that disclosed in the Company’s consolidated statements of income and other comprehensive income.
Note 2 – Summary of Significant Accounting Policies
Use of Estimates
In preparing the Consolidated Financial Statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheets and income and expenses for the periods reported. Actual results could differ from those estimates based on changing conditions, including economic conditions and future events. Material estimates that are particularly susceptible to change relate to the determination of the allowance for credit losses, valuation and fair value measurements, the liabilities for benefit obligations (particularly pensions) and the provision for income taxes.
Recent Accounting Pronouncements
Relevant standards that were recently issued but not yet adopted as of June 30, 2025:
In November 2024, the FASB issued ASU 2024-03, “ Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Sub Topic 220-40): Disaggregation of Income Statement Expenses ”. ASU 2024-03 improves disclosures about a public business entity’s expenses and addresses requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The adoption of ASU 2024-03 is not expected to have a material impact on the Company’s consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to improve the transparency of income tax disclosures. The amendments are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company does not expect the adoption of ASU 2023-09 to have a material effect on its consolidated financial statements.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
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Note 3 – 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, through an allowance for credit losses. 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.
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
June 30, 2025
(in thousands)
Available-for-Sale Debt Securities:
U.S. Treasury securities
$
75,874
$
286
$
( 222 )
$
—
$
75,938
U.S. Government agencies
10,503
3
( 1 )
—
10,505
Agency mortgage-backed securities
46,744
77
( 2,062 )
—
44,759
Agency collateralized mortgage obligations
9,830
117
( 109 )
—
9,838
Corporate bonds
86,044
159
( 5,277 )
—
80,926
Municipal obligations
7,593
—
( 170 )
—
7,423
SBA securities
6,076
—
( 57 )
—
6,019
Total
$
242,664
$
642
$
( 7,898 )
$
—
$
235,408
Amortized
Unrealized
Unrealized
Allowance for
Cost
Gain
Loss
Credit Losses
Fair Value
December 31, 2024
(in thousands)
Available-for-Sale Debt Securities:
U.S. Treasury securities
$
69,469
$
104
$
( 489 )
$
—
$
69,084
U.S. Government agencies
9,005
9
( 7 )
—
9,007
Agency mortgage-backed securities
42,083
—
( 2,899 )
—
39,184
Agency collateralized mortgage obligations
10,993
147
( 307 )
—
10,833
Corporate bonds
90,219
163
( 6,337 )
—
84,045
Municipal obligations
10,092
—
( 286 )
—
9,806
SBA securities
6,298
2
( 54 )
—
6,246
Total
$
238,159
$
425
$
( 10,379 )
$
—
$
228,205
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The Company did not record a provision for estimated credit losses on any available-for-sale securities for the three and six months ended June 30, 2025 and 2024. Excluded from the table above is accrued interest on available-for-sale securities of $ 1.7 million and $ 1.6 million at June 30, 2025 and December 31, 2024, 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 and six months ended June 30, 2025 and 2024. No securities held by the Company were delinquent on contractual payments at June 30, 2025 or December 31, 2024, no r were any securities placed on non-accrual status for the three and six months ended June 30, 2025 and 2024.
The following is a summary of actual maturities of certain available-for-sale securities as of June 30, 2025. 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
$
55,433
$
55,132
Over one year to five years
81,589
80,705
Over five years to ten years
49,068
44,974
186,090
180,811
Agency mortgage-backed securities
46,744
44,759
Agency collateralized mortgage obligations
9,830
9,838
$
242,664
$
235,408
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 available-for-sale securities during the three and six months ended June 30, 2025 and 2024.
There were no available-for-sale securities pledged to secure borrowings as of June 30, 2025 and December 31, 2024.
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
June 30, 2025
Number of Securities
Losses
Value
Losses
Value
Losses
Value
U. S. Treasuries
9
$
( 14 )
$
12,010
$
( 208 )
$
6,783
$
( 222 )
$
18,793
U.S. Government Agencies
1
( 1 )
2,999
—
—
( 1 )
2,999
Agency mortgage-backed securities
18
( 649 )
30,349
( 1,413 )
8,923
( 2,062 )
39,272
Agency collateralized mortgage obligations
3
( 107 )
7,937
( 2 )
67
( 109 )
8,004
Corporate bonds
29
( 1 )
1,999
( 5,276 )
73,767
( 5,277 )
75,766
Municipal obligations
6
—
—
( 170 )
6,423
( 170 )
6,423
SBA securities
4
( 57 )
6,019
—
—
( 57 )
6,019
Total
70
$
( 829 )
$
61,313
$
( 7,069 )
$
95,963
$
( 7,898 )
$
157,276
9
Table of Contents
Less than 12 Months
12 Months or More
Total
(Dollars in thousands)
Gross
Gross
Gross
Unrealized
Fair
Unrealized
Fair
Unrealized
Fair
December 31, 2024
Number of Securities
Losses
Value
Losses
Value
Losses
Value
U.S. Treasury securities
18
$
( 152 )
$
35,388
$
( 337 )
$
6,646
$
( 489 )
$
42,034
U.S. Government Agencies
2
( 7 )
4,999
—
—
( 7 )
4,999
Agency mortgage-backed securities
17
( 1,196 )
30,229
( 1,703 )
8,955
( 2,899 )
39,184
Agency collateralized mortgage obligations
3
( 304 )
8,265
( 3 )
113
( 307 )
8,378
Corporate bonds
29
( 1,250 )
8,748
( 5,087 )
69,134
( 6,337 )
77,882
Municipal obligations
6
—
—
( 286 )
7,306
( 286 )
7,306
SBA securities
3
( 54 )
4,722
—
—
( 54 )
4,722
Total
78
$
( 2,963 )
$
92,351
$
( 7,416 )
$
92,154
$
( 10,379 )
$
184,505
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 June 30, 2025, available-for-sale debt securities had unrealized losses with aggregate depreciation of 4.8 % 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 available-for-sale debt securities until maturity or cost recovery, no allowance for credit losses on securities is deemed necessary as of June 30, 2025 and December 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 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 or accreted 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 and the borrower demonstrated the ability to pay and remain 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
10
Table of Contents
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 Financial Accounting Standards Board (“ FASB”) Accounting Standards Codification (“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.
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 in consideration of 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. The Company made no significant changes to loss factors, assumptions nor qualitative factors within the CECL model during the three and six months ended June 30, 2025 and 2024.
For those loans that do not share similar risk characteristics, the Company estimates the ACL 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 and a balance exceeding $ 500,000 , or loan terms differing significantly from other pooled loans. In accordance with the Company’s policy, non-accrual residential real estate loans that are below $ 500,000 and well secured (loan-to-value < 60 %) are 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 ACL on loans. The reserve for unfunded commitments is included in other liabilities on the consolidated balance sheets.
11
Table of Contents
Loans consist of the following as of the dates stated:
June 30, 2025
December 31, 2024
Amount
Percent
Amount
Percent
(Dollars in thousands)
One-to-four-family residential
$
1,122,161
24.68
%
$
1,130,791
26.06
%
Home equity
131,952
2.90
%
124,041
2.86
%
Total residential real estate
1,254,113
27.58
%
1,254,832
28.92
%
Commercial real estate
1,373,405
30.20
%
1,363,394
31.42
%
Multi-family residential
316,745
6.97
%
333,047
7.67
%
Total commercial real estate
1,690,150
37.17
%
1,696,441
39.09
%
Construction and land development
724,275
15.92
%
583,809
13.45
%
Commercial and industrial
625,187
13.75
%
559,828
12.90
%
Total commercial
3,039,612
66.84
%
2,840,078
65.44
%
Consumer, net of premium/discount
253,705
5.58
%
244,558
5.64
%
Total loans
4,547,430
100.00
%
4,339,468
100.00
%
Deferred fees, net
( 6,255 )
( 6,316 )
Allowance for credit losses
( 42,601 )
( 38,744 )
Net loans
$
4,498,574
$
4,294,408
Included in the above are approximately $ 441.9 million and $ 459.6 million in loans to borrowers in the cannabis industry at June 30, 2025 and December 31, 2024, respectively. Of that total, $ 268.3 million and $ 321.9 million were direct loans to cannabis companies and were collateralized by real estate at June 30, 2025 and December 31, 2024, respectively.
During the three months ended June 30, 2025, the Company did no t purchase any consumer loan pools. During the three months ended June 30, 2024, the Company purchased approximately $ 14.1 million of consumer loan pools. During the six months ended June 30, 2025 and 2024, the Company purchased approximately $ 14.4 million and $ 19.6 million of consumer loan pools, respectively. The loans purchased during the six months ended June 30, 2025 included loan pools collateralized by automobiles. The loans purchased during the three and six months ended June 30, 2024 included loan pools collateralized by boats, recreational vehicles, automobiles and solar panels.
The outstanding balances of these purchased consumer loan pools, shown net of premium (discount) are as follows as of the dates stated:
June 30, 2025
Gross Loan
Premium (Discount)
Net Loan
(in thousands)
Student loans
$
6,102
$
37
$
6,139
Boat and RV loans
44,008
1,000
45,008
Automobile loans
55,589
—
55,589
Solar panel loans
51,877
( 4,871 )
47,006
Home improvement loans
40,056
( 14 )
40,042
Total
$
197,632
$
( 3,848 )
$
193,784
12
Table of Contents
December 31, 2024
Gross Loan
Premium (Discount)
Net Loan
(in thousands)
Student loans
$
6,954
$
42
$
6,996
Boat and RV loans
48,147
1,136
49,283
Automobile loans
52,092
—
52,092
Solar panel loans
55,400
( 5,073 )
50,327
Home improvement loans
44,458
( 15 )
44,443
Total
$
207,051
$
( 3,910 )
$
203,141
The carrying value of loans pledged to secure advances from the FHLB were $ 1.25 billion and $ 1.24 billion as of June 30, 2025 and December 31, 2024, respectively.
The following table presents the aging of the amortized cost of loans receivable by loan category as of the date stated:
June 30, 2025
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
$
1,117,444
$
1,368
$
319
$
—
$
3,030
$
1,122,161
Home equity
130,056
528
—
—
1,368
131,952
Commercial real estate
1,371,421
—
—
—
1,984
1,373,405
Multi-family residential
316,745
—
—
—
—
316,745
Construction and land development
723,688
577
—
—
10
724,275
Commercial and industrial
618,288
40
2,301
—
4,558
625,187
Consumer
246,946
3,457
1,774
—
1,528
253,705
Total
$
4,524,588
$
5,970
$
4,394
$
—
$
12,478
$
4,547,430
December 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
$
1,124,762
$
2,363
$
736
$
—
$
2,930
$
1,130,791
Home equity
122,812
100
171
—
958
124,041
Commercial real estate
1,355,064
5,325
—
—
3,005
1,363,394
Multi-family residential
332,740
307
—
—
—
333,047
Construction and land development
583,435
364
—
—
10
583,809
Commercial and industrial
550,353
4,907
10
—
4,558
559,828
Consumer
236,801
3,725
1,637
—
2,395
244,558
Total
$
4,305,967
$
17,091
$
2,554
$
—
$
13,856
$
4,339,468
13
Table of Contents
The following table presents the amortized cost of nonaccrual loans receivable by loan category as of the dates stated:
June 30, 2025
December 31, 2024
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
$
3,030
$
—
$
3,030
$
2,930
$
—
$
2,930
Home equity
1,368
—
1,368
958
—
958
Commercial real estate
1,984
—
1,984
3,005
—
3,005
Construction and land development
10
—
10
10
—
10
Commercial and industrial
454
4,104
4,558
454
4,104
4,558
Consumer
1,528
—
1,528
2,394
1
2,395
Total
$
8,374
$
4,104
$
12,478
$
9,751
$
4,105
$
13,856
During the three and six months ended June 30, 2025, the Company reversed $ 457,000 and $ 494,000 of interest income for loans that were placed on non-accrual respectively. During the three and six months ended June 30, 2024, the Company reversed $ 149,000 of 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.
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 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.
14
Table of Contents
The following table presents the amortized cost of loans receivable by internal risk grade by year of origination as of June 30, 2025. Also presented are current period gross charge-offs by loan type and vintage year for the three months ended June 30, 2025:
Term Loans Amortized Cost Basis by Origination Year (in thousands)
Risk Rating
2025
2024
2023
2022
2021
Prior
Revolving Loans
Total
One-to-Four-Family Residential
Grade:
Pass
1-5
$
39,911
$
99,021
$
140,774
$
258,128
$
235,670
$
318,276
$
27,239
$
1,119,019
Special Mention
6
—
—
—
—
—
—
—
—
Substandard
7
—
—
—
—
243
2,661
238
3,142
Doubtful
8
—
—
—
—
—
—
—
—
Loss
9
—
—
—
—
—
—
—
—
Loans not formally risk rated (1)
—
—
—
—
—
—
—
—
Total
$
39,911
$
99,021
$
140,774
$
258,128
$
235,913
$
320,937
$
27,477
$
1,122,161
Current period gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Home Equity
Grade:
Pass
1-5
$
—
$
—
$
245
$
—
$
—
$
—
$
130,339
$
130,584
Special Mention
6
—
—
—
—
—
—
—
—
Substandard
7
—
—
—
—
—
—
1,368
1,368
Doubtful
8
—
—
—
—
—
—
—
—
Loss
9
—
—
—
—
—
—
—
—
Loans not formally risk rated (1)
—
—
—
—
—
—
—
—
Total
$
—
$
—
$
245
$
—
$
—
$
—
$
131,707
$
131,952
Current period gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Commercial Real Estate
Grade:
Pass
1-5
$
67,681
$
110,149
$
325,237
$
304,633
$
67,667
$
338,148
$
67,147
$
1,280,662
Special Mention
6
—
—
34,184
48,172
2,620
4,041
1,742
90,759
Substandard
7
—
—
—
1,620
—
364
—
1,984
Doubtful
8
—
—
—
—
—
—
—
—
Loss
9
—
—
—
—
—
—
—
—
Loans not formally risk rated (1)
—
—
—
—
—
—
—
—
Total
$
67,681
$
110,149
$
359,421
$
354,425
$
70,287
$
342,553
$
68,889
$
1,373,405
Current period gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Multi-Family
Grade:
Pass
1-5
$
10,150
$
6,087
$
5,663
$
188,449
$
21,510
$
84,243
$
643
$
316,745
Special Mention
6
—
—
—
—
—
—
—
—
Substandard
7
—
—
—
—
—
—
—
—
Doubtful
8
—
—
—
—
—
—
—
—
Loss
9
—
—
—
—
—
—
—
—
Loans not formally risk rated (1)
—
—
—
—
—
—
—
—
Total
$
10,150
$
6,087
$
5,663
$
188,449
$
21,510
$
84,243
$
643
$
316,745
Current period gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Construction and Land Development
Grade:
Pass
1-5
$
23,470
$
181,032
$
338,963
$
93,819
$
15,821
$
1,342
$
69,818
$
724,265
Special Mention
6
—
—
—
—
—
—
—
—
Substandard
7
—
—
—
—
—
—
—
—
Doubtful
8
—
—
—
—
—
10
—
10
Loss
9
—
—
—
—
—
—
—
—
Loans not formally risk rated (1)
—
—
—
—
—
—
—
—
Total
$
23,470
$
181,032
$
338,963
$
93,819
$
15,821
$
1,352
$
69,818
$
724,275
Current period gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Commercial and Industrial
Grade:
Pass
1-5
$
24,011
$
38,923
$
63,099
$
61,308
$
37,496
$
19,875
$
366,672
$
611,384
Special Mention
6
—
—
—
473
2,907
961
425
4,766
Substandard
7
—
—
—
—
—
4,542
4,495
9,037
Doubtful
8
—
—
—
—
—
—
—
—
Loss
9
—
—
—
—
—
—
—
—
Loans not formally risk rated (1)
—
—
—
—
—
—
—
—
Total
$
24,011
$
38,923
$
63,099
$
61,781
$
40,403
$
25,378
$
371,592
$
625,187
Current period gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
15
Table of Contents
Consumer
Grade:
Pass
1-5
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Special Mention
6
—
—
—
—
—
—
—
—
Substandard
7
—
—
—
—
—
—
—
—
Doubtful
8
—
—
—
—
—
—
—
—
Loss
9
—
—
—
—
—
—
—
—
Loans not formally risk rated (1)
25,429
60,806
28,789
59,792
48,963
26,486
3,440
253,705
Total
$
25,429
$
60,806
$
28,789
$
59,792
$
48,963
$
26,486
$
3,440
$
253,705
Current period gross charge-offs
$
—
$
—
$
184
$
498
$
424
$
84
$
—
$
1,190
Total Loans
Grade:
Pass
1-5
$
165,223
$
435,212
$
873,981
$
906,337
$
378,164
$
761,884
$
661,858
$
4,182,659
Special Mention
6
—
—
34,184
48,645
5,527
5,002
2,167
95,525
Substandard
7
—
—
—
1,620
243
7,567
6,101
15,531
Doubtful
8
—
—
—
—
—
10
—
10
Loss
9
—
—
—
—
—
—
—
—
Loans not formally risk rated (1)
25,429
60,806
28,789
59,792
48,963
26,486
3,440
253,705
Total
$
190,652
$
496,018
$
936,954
$
1,016,394
$
432,897
$
800,949
$
673,566
$
4,547,430
Current period gross charge-offs
$
—
$
—
$
184
$
498
$
424
$
84
$
—
$
1,190
(1) Consumer loans are not formally risk rated and included $ 1.5 million of loans on non-accrual as of June 30, 2025.
16
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, 2024. Also presented are current period gross charge-offs by loan type and vintage year for the three months ended December 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
$
97,895
$
145,711
$
266,364
$
247,799
$
115,133
$
224,354
$
30,227
$
1,127,483
Special Mention
6
—
—
—
—
—
—
—
—
Substandard
7
—
—
—
246
—
2,990
72
3,308
Doubtful
8
—
—
—
—
—
—
—
—
Loss
9
—
—
—
—
—
—
—
—
Loans not formally risk rated (1)
—
—
—
—
—
—
—
—
Total
$
97,895
$
145,711
$
266,364
$
248,045
$
115,133
$
227,344
$
30,299
$
1,130,791
Current period gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Home Equity
Grade:
Pass
1-5
$
—
$
—
$
—
$
—
$
—
$
—
$
123,083
$
123,083
Special Mention
6
—
—
—
—
—
—
—
—
Substandard
7
—
—
—
—
—
—
958
958
Doubtful
8
—
—
—
—
—
—
—
—
Loss
9
—
—
—
—
—
—
—
—
Loans not formally risk rated (1)
—
—
—
—
—
—
—
—
Total
$
—
$
—
$
—
$
—
$
—
$
—
$
124,041
$
124,041
Current period gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Commercial Real Estate
Grade:
Pass
1-5
$
118,115
$
409,048
$
364,384
$
69,349
$
97,500
$
248,749
$
45,088
$
1,352,233
Special Mention
6
—
—
1,399
2,664
873
3,220
—
8,156
Substandard
7
—
—
469
—
—
2,536
—
3,005
Doubtful
8
—
—
—
—
—
—
—
—
Loss
9
—
—
—
—
—
—
—
—
Loans not formally risk rated (1)
—
—
—
—
—
—
—
—
Total
$
118,115
$
409,048
$
366,252
$
72,013
$
98,373
$
254,505
$
45,088
$
1,363,394
Current period gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Multi-Family
Grade:
Pass
1-5
$
5,138
$
7,563
$
212,492
$
21,791
$
36,016
$
50,047
$
—
$
333,047
Special Mention
6
—
—
—
—
—
—
—
—
Substandard
7
—
—
—
—
—
—
—
—
Doubtful
8
—
—
—
—
—
—
—
—
Loss
9
—
—
—
—
—
—
—
—
Loans not formally risk rated (1)
—
—
—
—
—
—
—
—
Total
$
5,138
$
7,563
$
212,492
$
21,791
$
36,016
$
50,047
$
—
$
333,047
Current period gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Construction and Land Development
Grade:
Pass
1-5
$
161,997
$
284,102
$
90,512
$
13,255
$
9,232
$
364
$
24,337
$
583,799
Special Mention
6
—
—
—
—
—
—
—
—
Substandard
7
—
—
—
—
—
—
—
—
Doubtful
8
—
—
—
—
—
10
—
10
Loss
9
—
—
—
—
—
—
—
—
Loans not formally risk rated (1)
—
—
—
—
—
—
—
—
Total
$
161,997
$
284,102
$
90,512
$
13,255
$
9,232
$
374
$
24,337
$
583,809
Current period gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Commercial and Industrial
Grade:
Pass
1-5
$
42,154
$
64,943
$
54,435
$
38,759
$
6,594
$
14,468
$
324,481
$
545,834
Special Mention
6
—
—
531
2,884
1,002
—
425
4,842
Substandard
7
—
—
—
—
343
4,214
4,595
9,152
Doubtful
8
—
—
—
—
—
—
—
—
Loss
9
—
—
—
—
—
—
—
—
Loans not formally risk rated (1)
—
—
—
—
—
—
—
—
Total
$
42,154
$
64,943
$
54,966
$
41,643
$
7,939
$
18,682
$
329,501
$
559,828
Current period gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
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Table of Contents
Consumer
Grade:
Pass
1-5
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Special Mention
6
—
—
—
—
—
—
—
—
Substandard
7
—
—
—
—
—
—
—
—
Doubtful
8
—
—
—
—
—
—
—
—
Loss
9
—
—
—
—
—
—
—
—
Loans not formally risk rated (1)
67,429
32,233
67,018
49,262
9,047
17,145
2,424
244,558
Total
$
67,429
$
32,233
$
67,018
$
49,262
$
9,047
$
17,145
$
2,424
$
244,558
Current period gross charge-offs
$
—
$
136
$
388
$
165
$
100
$
45
$
10
$
844
Total Loans
Grade:
Pass
1-5
$
425,299
$
911,367
$
988,187
$
390,953
$
264,475
$
537,982
$
547,216
$
4,065,479
Special Mention
6
—
—
1,930
5,548
1,875
3,220
425
12,998
Substandard
7
—
—
469
246
343
9,740
5,625
16,423
Doubtful
8
—
—
—
—
—
10
—
10
Loss
9
—
—
—
—
—
—
—
—
Loans not formally risk rated (1)
67,429
32,233
67,018
49,262
9,047
17,145
2,424
244,558
Total
$
492,728
$
943,600
$
1,057,604
$
446,009
$
275,740
$
568,097
$
555,690
$
4,339,468
Current period gross charge-offs
$
—
$
136
$
388
$
165
$
100
$
45
$
10
$
844
(1) Consumer loans are not formally risk rated and included $ 2.4 million of loans on non-accrual as of December 31, 2024.
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 June 30, 2025
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 March 31, 2025
$
1,293
$
88
$
8,758
$
615
$
4,840
$
12,087
$
10,657
$
—
$
38,338
Provision for (release of) credit losses
( 5 )
3
400
( 77 )
2,313
2,216
( 606 )
—
4,244
Charge-offs
—
—
—
—
—
—
( 1,190 )
—
( 1,190 )
Recoveries of loans previously charged-off
—
—
923
—
—
12
274
—
1,209
Balance at June 30, 2025
$
1,288
$
91
$
10,081
$
538
$
7,153
$
14,315
$
9,135
$
—
$
42,601
For the Three Months Ended June 30, 2024
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 March 31, 2024
$
1,937
$
129
$
6,045
$
578
$
5,734
$
10,979
$
8,904
$
—
$
34,306
Provision for (release of) credit losses
23
8
996
( 96 )
702
1,486
1,310
—
4,429
Charge offs
—
—
—
—
—
( 22 )
( 924 )
—
( 946 )
Recoveries of loans previously charged off
—
—
—
—
—
14
54
—
68
Balance at June 30, 2024
$
1,960
$
137
$
7,041
$
482
$
6,436
$
12,457
$
9,344
$
—
$
37,857
For the Six Months Ended June 30, 2025
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, 2024
$
1,195
$
74
$
9,481
$
599
$
4,137
$
11,174
$
12,084
$
—
$
38,744
Provision for (release of) credit losses
93
17
( 323 )
( 61 )
3,016
3,117
( 668 )
—
5,191
Charge offs
—
—
—
—
—
—
( 2,748 )
—
( 2,748 )
Recoveries of loans previously charged off
—
—
923
—
—
24
467
—
1,414
Balance at June 30, 2025
$
1,288
$
91
$
10,081
$
538
$
7,153
$
14,315
$
9,135
$
—
$
42,601
For the Six Months Ended June 30, 2024
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, 2023
$
1,835
$
117
$
5,698
$
378
$
7,630
$
10,878
$
5,686
$
—
$
32,222
Provision for (release of) credit losses
125
20
1,343
104
( 1,194 )
1,919
6,002
—
8,319
Charge offs
—
—
—
—
—
( 391 )
( 2,498 )
—
( 2,889 )
Recoveries of loans previously charged off
—
—
—
—
—
51
154
—
205
Balance at June 30, 2024
$
1,960
$
137
$
7,041
$
482
$
6,436
$
12,457
$
9,344
$
—
$
37,857
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The following table presents the amortized cost of collateral-dependent loans as of June 30, 2025 and December 31, 2024:
As of
June 30, 2025
December 31, 2024
(in thousands)
One-to-four-family residential
$
2,946
$
3,112
Home equity
1,358
908
Commercial real estate
1,116
3,005
Construction and land development
10
10
Commercial and industrial
9,043
9,152
Total
$
14,473
$
16,187
The Company closely monitors the performance of borrowers experiencing financial difficulty to understand the effectiveness of its loan modification efforts. During the three and six months ended June 30, 2025, the Company did no t modify any loans to borrowers experiencing financial difficulty. During the three and six months ended June 30, 2024, the Company modified one commercial real estate participation loan with an amortized cost basis of $ 6.2 million, or 0.01 % of total commercial real estate loans, through an interest rate reduction and maturity extension. The modified commercial real estate participation loan subsequently experienced a $ 4.0 million charge-off resulting from a shortfall in the projected sale price of the underlying real estate collateral. During the three months ended June 30, 2025, the Company recorded a $ 923,000 recovery from the previously modified commercial real estate participation loan, as part of the settlement of the loan.
Note 5 – Employee Benefits
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 el igible 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 in the consolidated statements of income . The amounts contributed to the 401(k) plan for the three months ended June 30, 2025 and 2024 were $ 728,000 and $ 726,000 , respectively, and $ 1.4 million and $ 1.3 million for the six months ended June 30, 2025 and 2024, re spectively.
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. The Company withdrew from the Plan in the second quarter of 2024.
During the three and six months ended June 30, 2025, as part of the final CBERA Plan liquidation, the Company contributed an additional $ 2,000 and $ 1.2 million to the CBERA Plan respectively.
During the three and six months ended June 30, 2024, an expense of $ 390,000 was recorded to reflect the estimated final withdrawal liability from the Plan. The expense was primarily driven by final computations for estimated payouts to participants .
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Officers’ Deferred Compensation Plans – During 2014, the Company put into place an unfunded, defined contribution, Non-qualified Deferred Compensation Pl an (“Deferred Comp Plan”) for select employees of the Company. The Officers’ 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 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 $ 2.8 million and $ 2.6 million as of June 30, 2025 and December 31, 2024, respectively. The expense under this plan (recorded in salaries and employee benefits in the consolidated statements of income) approximated $ 88,000 and $ 100,000 for the three months ended June 30, 2025 and 2024, respectively, and $ 177,000 and $ 200,000 for the six months ended June 30, 2025 and 2024, r espectively.
Deferred Compensation Plans – In January 2022, the Company put into place an unfunded 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 allows for the employees to defer amounts from their salary, bonus, or Long-Term Incentive Plan (“LTIP”) into the Deferred Comp Plan to be paid out at a future date. Amounts deferred under the Deferred Comp Plan increase in value based upon the growth of the Bank’s tangible capital, with the Compensation Committee holding discretionary authority. The obligations under the Deferred Comp Plan are included in accrued retirement liabilities on the Company’s consolidated balance sheets and approximated $ 6.2 million and $ 878,000 at June 30, 2025 and December 31, 2024, respectively. The expense under this plan (recorded in salaries and employee benefits in the consolidated statements of income) approximated $ 84,000 and $ 8,000 for the three months ended June 30, 2025 and 2024, respectively, and $ 172,000 and $ 16,000 for the six months ended June 30, 2025 and 2024, respectively.
LTIP – 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 $ 6.3 million and $ 14.6 million as of June 30, 2025 and December 31, 2024, respectively. The expense under this plan (recorded in salaries and employee benefits in the consolidated statements of income) approximated $ 832,000 and $ 1.8 million for the three months ended June 30, 2025 and 2024, respectively, and $ 1.7 million and $ 3.2 million for the six months ended June 30, 2025 and 2024, respectively.
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 uses the “projected unit credit” actuarial method to determine the normal cost and actuarial liability. The liability for the Director Pension Plan amounted to $ 6.0 million and $ 5.7 million as of June 30, 2025 and December 31, 2024, respectively, and is recorded on the consolidated balance sheets. The expense under this plan (recorded in salaries and employee benefits in the consolidated statements of income) approximated $ 162,000 and $ 181,000 for the three months ended June 30, 2025 and 2024, respectively, and $ 324,000 and $ 361,000 for the six months ended June 30, 2025 and 2024, 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.
Employment and Change in Control Agreements – The Company has entered into an employment agreement with the Chief Executive Officer and has entered into Change in Control Agreements with its Chief Financial Officer and its Chief Operating Officer that renew for one additional year each June 5th, 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. 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
20
Table of Contents
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 %, which was refinanced to 7.50 % during the six months ended June 30, 2025. 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 on 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 $ 842,000 and $ 628,000 for the three months ended June 30, 2025 and 2024, respectively. Total compensation expense recognized in connection with the ESOP was $ 1.6 million and $ 1.2 million for the six months ended June 30, 2025 and 2024, respectively. The following table presents share information held by the ESOP:
As of
June 30, 2025
December 31, 2024
(Dollars in thousands)
Allocated shares
170,823
—
Shares committed to be released
84,709
170,823
Unallocated shares
3,160,926
3,245,635
Total shares
3,416,458
3,416,458
Fair value of unallocated shares
$
56,454
$
58,616
Stock-Based Compensation – On April 23, 2025, the shareholders of the Company approved the NB Bancorp, Inc. 2025 Equity Incentive Plan (“2025 Plan”). The 2025 Plan provides for the issuance of up to 5,987,802 shares of common stock pursuant to grants of restricted stock awards (“RSAs”), restricted stock units (“RSUs”), non-qualified stock options and incentive stock options, any or all of which can be granted with performance-based vesting conditions. Under the 2025 Plan, 1,708,229 shares may be issued as RSAs or RSUs, including those issued as performance shares and PSUs, and 4,270,573 shares may be issued upon the exercise of stock options. These shares may be awarded from the Company’s authorized but unissued shares. However, the 2025 Plan permits the grant of additional RSAs or RSUs above the aforementioned limit, provided that, for each additional share of RSA or RSU awarded in excess of such limit, the pool of shares available to be issued upon the exercise of stock options will be reduced by three shares.
The restricted stock awards are measured based on grant-date fair value, which reflects the 10-day volume-weighted average price of our stock, on the date of the grant. All of the restricted stock awards which have been granted to date vest over five years in equal portions beginning on the first anniversary date of the restricted stock award.
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Table of Contents
The following table summarizes the Company’s restricted tock award activities for the periods indicated:
Three Months Ended June 30, 2025
Six Months Ended June 30, 2025
Number of Shares
Weighted-Average Grant Date Fair Value Per Share
Number of Shares
Weighted-Average Grant Date Fair Value Per Share
Non-vested balance at beginning of period
—
$
—
—
$
—
Granted
1,284,525
16.41
1,284,525
16.41
Vested
—
—
—
—
Forfeited
—
—
—
—
Non-vested balance at end of period
1,284,525
$
16.41
1,284,525
$
16.41
The following table represents the compensation expense and income tax benefits recognized for restricted stock awards for the periods indicated:
Three Months Ended
Six Months Ended
Three Months Ended
Six Months Ended
June 30, 2025
June 30, 2024
(in thousands)
Stock-based compensation expense:
Restricted stock awards
$
787
$
787
$
—
$
—
Total stock-based compensation expense
$
787
$
787
$
—
$
—
Related tax benefits recognized in earnings
$
—
$
—
$
—
$
—
Note 6 – Fair Value Measurements
ASC 820-10, Fair Value Measurement – Overall (“ASC 820-10”) , 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.
In accordance with ASC 820-10 , 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.
22
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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 June 30, 2025 and December 31, 2024.
Available-for-sale 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 discounted 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:
June 30, 2025
Level 1
Level 2
Level 3
Fair Value
Assets:
(in thousands)
Available-for-sale debt securities:
U.S. Treasury securities
$
75,938
$
—
$
—
$
75,938
U.S. Government agencies
—
10,505
—
10,505
Agency mortgage-backed securities
—
44,759
—
44,759
Agency collateralized mortgage obligations
—
9,838
—
9,838
Corporate bonds
—
71,937
8,989
80,926
Municipal obligations
—
7,423
—
7,423
SBA securities
—
6,019
—
6,019
Total available-for-sale debt securities
$
75,938
$
150,481
$
8,989
$
235,408
Derivative assets
$
—
$
23,980
$
—
$
23,980
Liabilities:
Derivative liabilities
$
—
$
23,983
$
—
$
23,983
December 31, 2024
Level 1
Level 2
Level 3
Fair Value
Assets:
(in thousands)
Available-for-sale debt securities:
U.S. Treasury securities
$
69,084
$
—
$
—
$
69,084
U.S. Government agencies
—
9,007
—
9,007
Agency mortgage-backed securities
—
39,184
—
39,184
Agency collateralized mortgage obligations
—
10,833
—
10,833
Corporate bonds
—
75,147
8,898
84,045
Municipal obligations
—
9,806
—
9,806
SBA securities
—
6,246
—
6,246
Total available-for-sale debt securities
$
69,084
$
150,223
$
8,898
$
228,205
Derivative assets
$
—
$
27,174
$
—
$
27,174
Liabilities:
Derivative liabilities
$
—
$
27,177
$
—
$
27,177
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The Company had no purchases, sales or transfers of level 3 assets during the three and six months ended June 30, 2025 and 2024. The change in the value of Level 3 assets during the three and six months ended June 30, 2025 was a direct result of the change in market value of the underlying securities.
The Company may also be required from time to time to measure certain other assets at fair value on a non-recurring basis in accordance with U.S. 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). In limited circumstances, the collateral value for a collateral-dependent loan may be based on the enterprise value of a company.
The enterprise value method involves assessing the borrower’s ability to repay the loan by estimating the total value of its business, including both debt and equity. This approach is typically used where the recoverable value is based on the fair value of the company as a going concern, adjusted for the priority of the Company’s claim. Fair value adjustments are recorded in the period incurred as provision for credit losses in the consolidated statements of income.
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:
June 30, 2025
Level 1
Level 2
Level 3
Fair Value
(in thousands)
Collateral-dependent loans, net of reserve
$
—
$
—
$
9,298
$
9,298
December 31, 2024
Level 1
Level 2
Level 3
Fair Value
(in thousands)
Collateral-dependent loans, net of reserve
$
—
$
—
$
10,951
$
10,951
For Level 3 assets and liabilities measured at fair value on a nonrecurring basis as of June 30, 2025 and December 31, 2024, 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 / Enterprise Value
Appraisals and/or sales of comparable properties or financial statements of the business
Appraisals discounted 5 to 20 % for sales commission and other holding costs; Enterprise value discounts of assets, liabilities and equity
ASC Topic 825, Financial Instruments (ASC 825) , 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.
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ASC 825 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. As of June 30, 2025 and December 31, 2024, 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:
June 30, 2025
Carrying
Fair
Amount
Value
Level 1
Level 2
Level 3
(In thousands)
Financial Assets:
Cash and cash equivalents
$
258,699
$
258,699
$
258,699
$
—
$
—
Loans receivable, net
4,498,574
4,433,208
—
—
4,433,208
Accrued interest receivable
20,386
20,386
20,386
—
—
FHLB stock
7,846
7,846
—
7,846
—
FRB stock
13,003
13,003
—
13,003
—
Non-public investments
14,918
14,918
—
—
14,918
BOLI
55,711
55,711
—
55,711
—
Financial Liabilities:
Deposits, other than time deposits
$
2,348,005
$
2,348,005
$
2,348,005
$
—
$
—
Time deposits
1,920,047
1,918,824
—
1,918,824
—
FHLB Borrowings
127,600
127,623
—
127,623
—
December 31, 2024
Carrying
Fair
Amount
Value
Level 1
Level 2
Level 3
(In thousands)
Financial Assets:
Cash and cash equivalents
$
363,855
$
363,855
$
363,855
$
—
$
—
Loans receivable, net
4,294,408
4,196,079
—
—
4,196,079
Accrued interest receivable
19,685
19,685
19,685
—
—
FHLB stock
6,728
6,728
—
6,728
—
FRB stock
12,142
12,142
—
12,142
—
Non-public investments
5,494
5,494
—
—
5,494
BOLI
102,785
102,785
—
102,785
—
Financial Liabilities:
Deposits, other than time deposits
$
2,214,372
$
2,214,372
$
2,214,372
$
—
$
—
Time deposits
1,963,280
1,964,801
—
1,964,801
—
FHLB Borrowings
120,835
120,778
—
120,778
—
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.
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These financial agreements involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. 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 June 30, 2025 and December 31, 2024, the maximum potential amount of the Company’s obligation was $ 5.7 million and $ 6.0 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.
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
June 30, 2025
December 31, 2024
(In thousands)
Commitments to originate loans
$
35,479
$
34,050
Unadvanced funds on lines of credit
584,268
495,796
Unadvanced funds on construction loans
434,275
416,450
Letters of credit
5,679
6,043
$
1,059,701
$
952,339
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 ACL 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 $ 2.3 million and $ 3.2 million as of June 30, 2025 and December 31, 2024, respectively. For the three months ended June 30, 2025 and 2024, the Company recorded a release of the allowance for unfunded commitments of $ 1.1 million and $ 762,000 respectively. For the six months ended June 30, 2025 and 2024, the Company recorded a release of the allowance for unfunded commitments of $ 872,000 and $ 223,000 , respectively.
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.
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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.
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 June 30, 2025, the Company had 72 interest rate swap agreements with an aggregate notional amount of $ 460.3 million compared to 67 interest rate swap agreements with an aggregate notional amount of $ 429.9 million related to this program as of December 31, 2024.
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 June 30, 2025, the Company had 17 RPAs with an aggregate notional amount of $ 44.8 million related to this program compared to 17 RPAs with an aggregate notional amount of $ 44.9 million as of December 31, 2024. These RPAs all represent “participations-in” and generally have terms ranging from five to ten years .
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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)
June 30, 2025
(in thousands)
Derivatives not designated as hedging instruments:
Interest rate products
$
23,980
$
23,980
RPA credit contracts
—
3
Total derivatives not designated as hedging instruments
$
23,980
$
23,983
December 31, 2024
Derivatives not designated as hedging instruments:
Interest rate products
$
27,174
$
27,174
RPA credit contracts
—
3
Total derivatives not designated as hedging instruments
$
27,174
$
27,177
(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.
Swap contract fees, net of brokerage costs, recognized in earnings on the above noted interest rate products and RPA contracts approximated $ 524,000 and $ 265,000 for the three months ended June 30, 2025 and 2024, respectively, and $ 612,000 and $ 752,000 for the six months ended June 30, 2025 and 2024, 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 June 30, 2025 and December 31, 2024.
Note 9 – Other Comprehensive Income (Loss)
U.S. GAAP generally requires 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 periods indicated:
For the Three Months Ended
June 30, 2025
June 30, 2024
(In thousands)
Pre-Tax
After-Tax
Pre-Tax
After-Tax
Amount
Tax Expense
Amount
Amount
Tax Expense
Amount
Change in fair value of available-for-sale securities
$
407
$
( 84 )
$
323
$
741
$
( 191 )
$
550
Total other comprehensive income (loss)
$
407
$
( 84 )
$
323
$
741
$
( 191 )
$
550
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For the Six Months Ended
June 30, 2025
June 30, 2024
(In thousands)
Pre-Tax
After-Tax
Pre-Tax
After-Tax
Amount
Tax Expense
Amount
Amount
Tax Expense
Amount
Change in fair value of available-for-sale securities
$
2,698
$
( 673 )
$
2,025
$
1,036
$
( 274 )
$
762
Total other comprehensive income (loss)
$
2,698
$
( 673 )
$
2,025
$
1,036
$
( 274 )
$
762
The following table presents the components of accumulated other comprehensive loss as of June 30, 2025 and December 31, 2024:
As of
June 30, 2025
December 31, 2024
(In thousands)
Net unrealized holding losses on available-for-sale securities, net of tax
$
( 5,362 )
$
( 7,387 )
Unrecognized director pension plan benefits, net of tax
( 780 )
( 780 )
Total accumulated other comprehensive loss
$
( 6,142 )
$
( 8,167 )
Note 10 – Regulatory Capital Requirements
The Company and the Bank are 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 consolidated 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.
The Company operated under the risk-based framework as of June 30, 2025 and December 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 June 30, 2025 and December 31, 2024, that the Company and the Bank meet all capital adequacy requirements to which each is subject.
As of June 30, 2025 and December 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 or Company’s category.
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The Bank’s actual capital amounts and ratios are presented in the table as of the date indicated:
To be well capitalized
For minimum capital
under prompt corrective
Actual
adequacy purposes
action provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
June 30, 2025
(in thousands)
Total Capital
$
684,067
14.1 %
$
388,117
8.0 %
$
485,146
10.0 %
(to Risk-Weighted Assets)
Tier 1 Capital
639,135
13.2 %
291,088
6.0 %
388,117
8.0 %
(to Risk-Weighted Assets)
Common Equity Tier I Capital
639,135
13.2 %
218,316
4.5 %
315,345
6.5 %
(to Risk-Weighted Assets)
Tier 1 Capital
639,135
12.6 %
202,805
4.0 %
253,507
5.0 %
(to Total Average Assets)
To be well capitalized
For minimum capital
under prompt corrective
Actual
adequacy purposes
action provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
December 31, 2024
(in thousands)
Total Capital
$
656,103
14.1 %
$
372,083
8.0 %
$
465,104
10.0 %
(to Risk-Weighted Assets)
Tier 1 Capital
614,156
13.2 %
279,063
6.0 %
372,083
8.0 %
(to Risk-Weighted Assets)
Common Equity Tier I Capital
614,156
13.2 %
209,297
4.5 %
302,318
6.5 %
(to Risk-Weighted Assets)
Tier 1 Capital
614,156
12.5 %
196,435
4.0 %
245,544
5.0 %
(to Total Average Assets)
The Company’s actual consolidated capital amounts and ratios are presented in the table as of the date indicated:
To be well capitalized
For minimum capital
under prompt corrective
Actual
adequacy purposes
action provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
June 30, 2025
(in thousands)
Total Capital
$
787,473
16.2 %
$
389,890
8.0 %
$
487,363
10.0 %
(to Risk-Weighted Assets)
Tier 1 Capital
742,541
15.2 %
292,418
6.0 %
389,890
8.0 %
(to Risk-Weighted Assets)
Common Equity Tier I Capital
742,541
15.2 %
219,313
4.5 %
316,786
6.5 %
(to Risk-Weighted Assets)
Tier 1 Capital
742,541
14.3 %
207,439
4.0 %
259,299
5.0 %
(to Total Average Assets)
To be well capitalized
For minimum capital
under prompt corrective
Actual
adequacy purposes
action provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
December 31, 2024
(in thousands)
Total Capital
$
814,505
17.4 %
$
374,650
8.0 %
$
468,313
10.0 %
(to Risk-Weighted Assets)
Tier 1 Capital
772,558
16.5 %
280,988
6.0 %
374,650
8.0 %
(to Risk-Weighted Assets)
Common Equity Tier I Capital
772,558
16.5 %
210,741
4.5 %
304,403
6.5 %
(to Risk-Weighted Assets)
Tier 1 Capital
772,558
15.3 %
202,436
4.0 %
253,045
5.0 %
(to Total Average Assets)
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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. Diluted EPS have been calculated in a manner similar to that of basic EPS 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 vesting of restricted stock awards) were issued during the period, computed using the treasury stock method. There were 959,865 and 482,584 securities that had a dilutive effect during the three and six months ended June 30, 2025. There were no securities that had a dilutive effect during the three and six months ended June 30, 2024. Unallocated ESOP shares and unallocated restricted stock awards are not deemed outstanding for EPS calculations.
For the Three Months Ended
For the Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
(Dollars in thousands, except per share data)
Net income applicable to common shares
$
14,579
$
9,453
$
27,234
$
18,154
Average number of common shares outstanding
41,396,960
42,705,729
41,396,960
42,705,729
Less: average unallocated ESOP shares
( 3,245,635 )
( 3,416,458 )
( 3,245,635 )
( 3,215,177 )
Less: average unallocated restricted stock awards
( 959,865 )
—
( 482,584 )
—
Average number of common shares outstanding used to calculate basic EPS
37,191,460
39,289,271
37,668,741
39,490,552
Common stock equivalents
358,949
—
179,474
—
Average number of common shares outstanding used to calculate diluted EPS
37,550,409
39,289,271
37,848,215
39,490,552
Earnings per common share - basic
$
0.39
$
0.24
$
0.72
$
0.46
Earnings per common share - diluted
$
0.39
$
0.24
$
0.72
$
0.46
For the three and six months ended June 30, 2025 and 2024, there were no anti-dilutive shares.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.