What changed in this filing

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Item 1. Financial Statements

2025-05-09 compared with 2024-11-13 · 151 added, 246 removed, 720 unchanged (36% of the section changed)

ITEM 1.FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

Richmond Mutual Bancorporation, Inc.

Condensed Consolidated Balance Sheets

September 30,

2025 December 31,

27 unchanged sentences

Authorized - 90,000,000 shares

Issued and outstanding - 10,948,818 shares and 11,208,500 shares at September 30, 2024 and December 31, 2023, respectively

Issued and outstanding - 10,490,264 shares and 10,814,960 shares at March 31, 2025 and December 31, 2024, respectively

104,903 108,150

8 unchanged sentences

Condensed Consolidated Statements of Income

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Interest Income

8 unchanged sentences

Net Interest Income 10,258,072 9,832,781

(Reversal of)/provision for credit losses ( 98,848 ) 49,700 354,758 228,016

Net Interest Income After (Reversal of)/Provision for Credit Losses 9,531,647 9,077,668 28,486,715 28,103,414

Noninterest Income

Provision for credit losses 731,095 183,134

Net Interest Income After Provision for Credit Losses 9,526,977 9,649,647

Non-interest Income

Service charges on deposit accounts 295,974 272,931

Card fee income 298,480 290,186

Loan and lease servicing fees, including mortgage servicing right impairment 122,106 111,480 381,060 341,195

Net gains (loss) on sales of securities available for sale (includes $ 11,331 , $ 0 , $( 50,698 ), and $ 0 , respectively, related to accumulated other comprehensive income reclassifications)

11,331 — ( 50,698 ) —

Loan and lease servicing fees 112,358 127,242

Net gains on loan and lease sales 95,105 119,317

Other income 360,327 319,259

Total noninterest income 1,325,180 1,157,118 3,566,207 3,431,964

Noninterest Expenses

Total non-interest income

1,162,244 1,128,935

Non-interest Expenses

Salaries and employee benefits 4,711,955 4,573,707

9 unchanged sentences

Other expenses 1,093,222 975,454

Total noninterest expenses 8,015,534 8,012,392 24,124,913 22,709,587

Income Before Income Tax Expense 2,841,293 2,222,394 7,928,009 8,825,791

Provision for income taxes (includes $ 2,380 , $ 0 , $( 10,647 ), and $ 0 , respectively, related to income tax benefit from reclassification of items)

Total non-interest expenses

8,372,613 8,057,506

Income Before Income Tax Expense 2,316,608 2,721,076

Provision for income taxes 348,298 352,160

Net Income $ 1,968,310 $ 2,368,916

6 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net Income $ 1,968,310 $ 2,368,916

2 unchanged sentences

1,276,182 ( 2,849,640 )

reclassification adjustment for realized gains (losses) included in net income, net of tax benefit of $ 2,380 , $ 0 , $( 10,647 ), and $ 0 , respectively

8,951 — ( 40,051 ) —

8,210,731 ( 11,523,955 ) 4,074,892 ( 9,972,970 )

Comprehensive Income (Loss) $ 3,244,492 $ ( 480,724 )

2 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Three Months Ended September 30, 2024

Common Stock Additional

Capital Retained

Earnings Unearned

Shares Accumulated

Comprehensive

Outstanding Amount

Balances, June 30, 2024 11,018,824 $ 110,188 $ 99,813,232 $ 89,457,837 $ ( 11,090,068 ) $ ( 47,180,935 ) $ 131,110,254

Net income — — — 2,471,878 — — 2,471,878

Other comprehensive income — — — — — 8,210,731 8,210,731

ESOP shares earned — — ( 17,074 ) — 183,829 — 166,755

Stock based compensation — — 371,537 — — — 371,537

Exercise of stock options 1,300 13 ( 24 ) — — — ( 11 )

Common stock dividends ($ 0.14 per share)

— — — ( 1,418,672 ) — — ( 1,418,672 )

Repurchase of common stock ( 71,306 ) ( 713 ) ( 885,162 ) — — — ( 885,875 )

Balances, September 30, 2024 10,948,818 $ 109,488 $ 99,282,509 $ 90,511,043 $ ( 10,906,239 ) $ ( 38,970,204 ) $ 140,026,597

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Common Stock Additional

8 unchanged sentences

ESOP shares earned — — ( 5,347 ) — 183,830 — 178,483

Forfeiture of restricted stock awards ( 400 ) ( 4 ) 4 — — — —

Stock based compensation — — 363,459 — — — 363,459

Exercise of stock options 1,952 19 ( 32 ) — — — ( 13 )

Common stock dividends ($ 0.15 per share)

1 unchanged sentence

Repurchase of common stock ( 324,696 ) ( 3,247 ) ( 4,230,375 ) — — — ( 4,233,622 )

Balances, September 30, 2024 10,948,818 $ 109,488 $ 99,282,509 $ 90,511,043 $ ( 10,906,239 ) $ ( 38,970,204 ) $ 140,026,597

See Notes to Condensed Consolidated Statements.

Richmond Mutual Bancorporation, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Three Months Ended September 30, 2023

Common Stock Additional

Capital Retained

Earnings Unearned

Shares Accumulated

Comprehensive

Outstanding Amount

Balances, June 30, 2023 11,448,621 $ 114,486 $ 103,216,869 $ 86,929,536 $ ( 11,825,384 ) $ ( 48,200,190 ) $ 130,235,317

Net income — — — 1,948,757 — — 1,948,757

Other comprehensive loss — — — — — ( 11,523,955 ) ( 11,523,955 )

ESOP shares earned — — ( 29,955 ) — 183,829 — 153,874

Stock based compensation — — 386,768 — — — 386,768

Common stock dividends ($ 0.14 per share)

— — — ( 1,470,633 ) — — ( 1,470,633 )

Repurchase of common stock ( 148,546 ) ( 1,485 ) ( 1,690,478 ) — — — ( 1,691,963 )

Balances, September 30, 2023 11,300,075 $ 113,001 $ 101,883,204 $ 87,407,660 $ ( 11,641,555 ) $ ( 59,724,145 ) $ 118,038,165

Nine Months Ended September 30, 2023

Balances, March 31, 2025 10,490,264 $ 104,903 $ 93,836,968 $ 92,058,581 $ ( 10,538,580 ) $ ( 44,530,015 ) $ 130,931,857

Three Months Ended March 31, 2024

Common Stock Additional

5 unchanged sentences

Balances, December 31, 2023 11,208,500 $ 112,085 $ 101,347,566 $ 87,902,747 $ ( 11,457,726 ) $ ( 43,045,096 ) $ 134,859,576

Impact of ASU 2016-13 adoption — — — ( 3,785,168 ) — — ( 3,785,168 )

Balances, January 1, 2023 11,784,246 117,842 106,088,897 84,336,884 ( 12,193,043 ) ( 49,751,175 ) 128,599,405

Net income — — — 2,368,916 — — 2,368,916

5 unchanged sentences

Repurchase of common stock ( 92,613 ) ( 926 ) ( 1,071,562 ) — — — ( 1,072,488 )

Balances, September 30, 2023 11,300,075 $ 113,001 $ 101,883,204 $ 87,407,660 $ ( 11,641,555 ) $ ( 59,724,145 ) $ 118,038,165

Balances, March 31, 2024 11,115,887 $ 111,159 $ 100,613,827 $ 88,834,364 $ ( 11,273,897 ) $ ( 45,894,736 ) $ 132,390,717

See Notes to Condensed Consolidated Statements.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30,

Three Months Ended March 31,

Operating Activities

6 unchanged sentences

Investment securities amortization, net 198,201 265,798

Net loss on sale of investment securities - available for sale

Net gains on loan and lease sales ( 95,105 ) ( 119,317 )

Loss (gain) on sale of real estate owned 7,050 ( 698 )

Gain on sale of premises and equipment ( 6,000 ) ( 1,800 )

Gain on sale of real estate owned

Accretion of loan origination fees ( 211,416 ) ( 160,947 )

11 unchanged sentences

Investing Activities

Net change in interest-bearing time deposits ( 300,000 ) 245,000

Purchases of securities available for sale ( 1,025,982 ) ( 1,935,953 )

Proceeds from maturities and paydowns of securities available for sale 4,534,320 4,404,697

Proceeds from sales of securities available for sale 6,907,932 —

Proceeds from maturities and paydowns of securities held to maturity 565,159 290,306

2 unchanged sentences

Purchases of premises and equipment ( 75,973 ) ( 115,447 )

Proceeds from sale of premises and equipment 6,000 1,800

Purchase of FHLB stock — ( 1,260,000 )

8 unchanged sentences

Repurchase of common stock ( 4,233,622 ) ( 1,072,488 )

Proceeds from stock option exercises ( 13 ) —

Dividends paid ( 1,492,715 ) ( 1,437,299 )

50 unchanged sentences

Accounting Pronouncements

The Jumpstart Our Business Startups Act (the "JOBS Act"), which was enacted in April 2012, has made numerous changes to the federal securities laws to facilitate access to capital markets.

Under the JOBS Act, a company with total annual gross revenues of less than $1.07 billion during its most recently completed fiscal year qualifies as an “emerging growth company.” The Company qualifies as and has elected to be an emerging growth company under the JOBS Act.

This status will expire on December 31, 2024.

An emerging growth company may elect to comply with new or amended accounting pronouncements in the same manner as a private company, but must make such election when the company is first required to file a registration statement.

Such an election is irrevocable during the period a company is an emerging growth company.

The Company has elected to comply with new or amended accounting pronouncements in the same manner as a private company.

The Jumpstart Our Business Startups Act (the "JOBS Act"), enacted in April 2012, introduced various changes to the federal securities laws to facilitate access to capital markets.

Under the JOBS Act, a company with total annual gross revenues of less than $1.07 billion during its most recently completed fiscal year qualifies as an “emerging growth company” ("EGC").

The Company previously qualified as and elected to be an EGC under the JOBS Act.

As an EGC, the Company elected to comply with new or amended accounting pronouncements in the same manner as a private company, an election that had to be made when the Company first filed a registration statement and remained irrevocable while the Company maintained EGC status.

However, as of December 31, 2024, the Company no longer qualifies as an EGC and going forward, it will be required to comply with new or amended accounting pronouncements applicable to public companies.

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

5 unchanged sentences

The ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted, and the ASU should be applied prospectively.

Adoption of the ASU is not expected to have a material impact on the Company’s consolidated financial position or results of operations.

The Company adopted this ASU on January 1, 2024.

Adoption of ASU No.

2023-07 did not have a material impact on the Company's consolidated financial statements.

In March 2020, the FASB issued ASU No.

6 unchanged sentences

The guidance ensures the relief in Topic 848 covers the period of time during which a significant number of modifications may take place and the ASU defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024.

The Company does not expect the adoption of ASU No.

2020-04 to have a material impact on its consolidated financial statements.

In March 2023, the FASB issued ASU No.

1 unchanged sentence

Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method .

This ASU allows reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits.

This ASU allows reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program

giving rise to the related income tax credits.

2023-02 is effective for all public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023.

8 unchanged sentences

2023-09 is effective for all public business entities for annual periods beginning after December 15, 2024.

The ASU is effective for the Company beginning January 1, 2025.

The Company does not expect the adoption of ASU No.

2023-09 to have a material impact on its consolidated financial statements.

The Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements.

Investment Securities

The amortized cost and approximate fair values, together with gross unrealized gains and losses, of investment securities are as follows:

September 30, 2024

March 31, 2025

Available for sale

3 unchanged sentences

State and municipal obligations 161,383 2 33,171 128,214

Mortgage-backed securities - GSE residential 120,757 — 18,399 102,358

Mortgage-backed securities - government-sponsored enterprises (GSE) residential 118,033 26 19,259 98,800

Corporate obligations 11,500 — 2,109 9,391

10 unchanged sentences

State and municipal obligations 162,524 1 32,166 130,359

Mortgage-backed securities - government-sponsored enterprises (GSE) residential 133,223 62 21,804 111,481

Mortgage-backed securities - (GSE) residential 119,748 5 21,440 98,313

Corporate obligations 11,500 — 2,175 9,325

4 unchanged sentences

Total investment securities $ 319,672 $ 16 $ 58,075 $ 261,613

The amortized cost and fair value of investment securities at September 30, 2024, by contractual maturity, are shown below.

The amortized cost and fair value of investment securities at March 31, 2025, by contractual maturity, are shown below.

Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

8 unchanged sentences

Totals $ 312,468 $ 256,101 $ 2,932 $ 2,845

Investment securities with a carrying value of $ 115,500,000 and $ 162,430,000 were pledged at September 30, 2024 and December 31, 2023, respectively, to secure certain deposits and for other purposes as permitted or required by law.

Proceeds from the sale of securities available for sale for the three and nine months ended September 30, 2024 were $ 3,119,000 and $ 6,908,000 , respectively.

Gross losses recognized on the sale of securities available for sale for the three and nine months ended September 30, 2024 were $ 9,000 and $ 71,000 , respectively.

Gross gains on the sale of securities available for sale were $ 21,000 for both the three and nine months ended September 30, 2024.

There were no sales of securities available for sale for the three and nine months ended September 30, 2023.

Investment securities with a carrying value of $ 109,295,000 and $ 109,909,000 were pledged at March 31, 2025 and December 31, 2024, respectively, to secure certain deposits and for other purposes as permitted or required by law.

There were no sales of securities available for sale for the three months ended March 31, 2025 and March 31, 2024.

Certain investments in debt securities, as reflected in the table below, are reported in the condensed consolidated financial statements and notes at an amount less than their historical cost.

Total fair value of these investments at September 30, 2024 and December 31, 2023 was $ 267,216,000 and $ 279,852,000 , respectively, which is approximately 98 % and 97 % of the Company’s aggregated available for sale and held to maturity investment portfolio at those dates, respectively.

Total fair value of these investments at March 31, 2025 and December 31, 2024 was $ 253,703,000 and $ 255,749,000 , respectively, which is approximately 98 % and 98 % of the Company’s aggregated available for sale and held to maturity investment portfolio at those dates, respectively.

These declines primarily resulted from changes in market interest rates since their purchase.

The Company does not consider available for sale securities with unrealized losses to be experiencing credit losses at September 30, 2024.

The Company does not consider available for sale securities with unrealized losses to be experiencing credit losses at March 31, 2025.

Management considers it more likely than not that the Company will not be required to sell these investments before recovery of the amortized cost basis, which may be the maturity dates of the securities.

3 unchanged sentences

The Company monitors the credit quality of investment securities held to maturity through the use of credit ratings quarterly.

As of September 30, 2024, there was no allowance for credit losses recognized on the Company's securities held to maturity portfolio.

The following table summarizes the amortized cost of held to maturity securities by credit quality indicator as of September 30, 2024:

As of March 31, 2025, there was no allowance for credit losses recognized on the Company's securities held to maturity portfolio.

The following table summarizes the amortized cost of held to maturity securities by credit quality indicator as of March 31, 2025 and December 31, 2024:

State and municipal obligations

March 31, 2025 December 31, 2024

AA+ $ 416 $ 483

Not rated 2,081 2,115

$ 2,932 $ 3,498

The Company has elected to exclude accrued interest receivable from the calculation of the allowance for credit losses.

The following tables show the Company’s investment securities by gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2024 and December 31, 2023:

Description of

Securities September 30, 2024

Securities March 31, 2025

Less Than 12 Months 12 Months or More Total

20 unchanged sentences

Available for sale

Treasury securities $ 489 $ 4 $ 2,487 $ 16 $ 2,976 $ 20

SBA Pools $ 454 $ 1 $ 2,991 $ 542 $ 3,445 $ 543

21 unchanged sentences

The Company does not intend to sell the securities and it is not more likely than not the Company will be required to sell the securities before recovery of their amortized cost basis, which may be maturity.

The Company expects the fair value of the securities as described above to recover as the securities approach their maturity or reset date.

The Company expects the fair value of the securities described above to recover as the securities approach their maturity or reset date.

Loans, Leases and Allowance

The following table shows the composition of the loan and lease portfolio at September 30, 2024 and December 31, 2023:

September 30,

The following table shows the composition of the loan and lease portfolio at March 31, 2025 and December 31, 2024:

2025 December 31,

17 unchanged sentences

These loans and leases have excellent sources of repayment with no identifiable risk of collection, and they conform in all respects to Company policy and IDFI and FDIC regulations.

Documentation exceptions are minimal or are in the process of being corrected and are not of a type that could subsequently expose the Company to risk of loss.

Documentation exceptions are minimal or are in the process of being corrected and not of a type that could subsequently expose the Company to risk of loss.

Grade 3 – Acceptable Loans

31 unchanged sentences

No material changes have been made to the risk characteristics discussed above contained in the Company's 2024 Form 10-K.

The following tables present the credit risk profile of the Company’s loan and lease portfolio based on rating category, payment activity, and origination year as of September 30, 2024 and rating category as of December 31, 2023:

The following tables present the credit risk profile of the Company’s loan and lease portfolio based on rating category, payment activity, and origination year as of March 31, 2025 and rating category as of December 31, 2024:

2025 2024 2023 2022 2021 Prior Revolving loans amortized cost basis Total

As of September 30, 2024:

As of March 31, 2025:

Commercial mortgage

5 unchanged sentences

Pass 11,031 17,641 27,952 9,134 10,650 11,409 46,221 134,038

Special Mention — — — — — 137 502 639

Substandard — — — 258 — 34 1,555 1,847

35 unchanged sentences

Pass $ 22,469 $ 40,634 $ 82,254 $ 65,852 $ 31,382 $ 90,763 $ 33,393 $ 366,747

Special Mention — — — 4,850 — — — 4,850

Substandard — — — 234 4,724 — — 4,958

12 unchanged sentences

Pass 7,252 3,789 61,936 50,178 6,195 24,845 26,751 180,946

Special Mention — — — 1,461 3,457 — — 4,918

Total Multi-family 7,252 3,789 61,936 51,639 9,652 24,845 26,751 185,864

21 unchanged sentences

Total current period gross charge-offs $ 47 $ 830 $ 706 $ 357 $ 72 $ 30 $ — $ 2,042

For the three months ended September 30, 2024 and December 31, 2023, the Company did not have any revolving loans convert to term loans.

The following tables present the Company’s loan and lease portfolio aging analysis of the recorded investment in loans and leases as of September 30, 2024 and December 31, 2023:

September 30, 2024

For the three months ended March 31, 2025 and December 31, 2024, the Company did not have any revolving loans convert to term loans.

The following tables present the Company’s loan and lease portfolio aging analysis of the recorded investment in loans and leases as of March 31, 2025 and December 31, 2024:

March 31, 2025

Delinquent Loans and Leases Current Total

27 unchanged sentences

Totals $ 2,522 $ 1,599 $ 6,709 $ 10,830 $ 1,164,466 $ 1,175,296 $ 1,714

The following table presents information on the Company’s nonaccrual loans and leases at September 30, 2024, and at December 31, 2023:

September 30,

The following table presents information on the Company’s nonaccrual loans and leases at March 31, 2025 and December 31, 2024:

2025 December 31,

5 unchanged sentences

Total nonaccrual loans and leases $ 5,295 $ 361 $ 5,063 $ 128

During the three months ended September 30, 2024 and December 31, 2023, the Company recognized $ 1,000 and $ 42,000 of interest income on nonaccrual loans and leases, respectively.

The following tables present the Company's amortized cost basis of collateral dependent loans, and their respective collateral type, which are individually analyzed to determine expected credit losses as of September 30, 2024 and December 31, 2023:

September 30, 2024

During the three months ended March 31, 2025 and December 31, 2024, the Company recognized $ 1,000 and $ 1,000 of interest income on nonaccrual loans and leases, respectively.

March 31, 2025

Commercial Real Estate Multi-family Housing Residential Real Estate Other Total Allowance on Collateral Dependent Loans

4 unchanged sentences

Residential mortgage — — 125 — 125 —

Direct financing leases — — — — — —

Total $ 16,451 $ 1,435 $ 125 $ 2,196 $ 20,207 $ 1,000

December 31, 2024

Commercial Real Estate Residential Real Estate Other Total Allowance on Collateral Dependent Loans

Commercial Real Estate Multi-family Housing Residential Real Estate Other Total Allowance on Collateral Dependent Loans

Commercial mortgage $ 4,724 $ — $ — $ — $ 4,724 $ —

1 unchanged sentence

Construction and development 4,900 — — — 4,900 1,000

Multi-family — 1,461 — — 1,461 —

Residential mortgage — — 143 — 143 —

Total $ 9,624 $ 1,461 $ 143 $ 1,501 $ 12,729 $ 1,000

Loan Modification Disclosures under ASU 2022-02

In certain situations, the Company may modify the terms of a loan to a borrower experiencing financial difficulty.

Loan/Lease Modification Disclosures under ASU 2022-02

In certain situations, the Company may modify the terms of a loan or lease to a borrower experiencing financial difficulty.

These modifications may include payment delays, term extensions, or interest-rate reductions.

In some cases, combinations of modifications may be made to the same loan.

If a determination is made that a modified loan has been deemed uncollectible, the loan (or portion of the loan) is charged-off, reducing the amortized cost basis of the loan and adjusting the allowance for credit losses.

During the three and nine months ended September 30, 2024, the Company modified two residential mortgage loans, both involving term extensions, to borrowers experiencing financial difficulty.

The total amortized cost basis of the loans modified at September 30, 2024 was $ 169,000 , representing 0.0 % of the Company's residential mortgage loan portfolio.

For both the three and nine months ended September 30, 2024, loan and lease modifications to borrowers experiencing financial difficulty resulted in a weighted average term extension of 20 months for the modified loans.

During the three and nine months ended September 30, 2023, the Company had no new loan or lease modifications to borrowers experiencing financial difficulty.

There were no modified loans and leases that had a payment default during the three or nine months ended September 30, 2024 and 2023, and that were modified in the twelve months prior to that default by borrowers experiencing financial difficulty.

In some cases, combinations of modifications may be made to the same loan or lease.

If a determination is made that a modified loan or lease has been deemed uncollectible, the loan or lease (or portion of the loan or lease) is charged-off, reducing the amortized cost basis of the loan or lease and adjusting the allowance for credit losses.

During the three months ended March 31, 2025 and 2024 the Company had no new modifications to borrowers experiencing financial difficulty.

There were no modified loans or leases that had a payment default during the three months ended March 31, 2025 or 2024, and that were modified in the twelve months prior to that default by borrowers experiencing financial difficulty.

Other Real Estate Owned

Other real estate owned is included in other assets on the Condensed Consolidated Balance Sheets.

At September 30, 2024, there was no other real estate owned, compared to $ 136,000 of other real estate owned at December 31, 2023, consisting of foreclosed residential real estate properties.

At September 30, 2024 and December 31, 2023, the recorded investment in consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process was $ 465,000 and $ 470,000 , respectively.

At both March 31, 2025 and December 31, 2024 there was $ 37,000 of other real estate owned, consisting of foreclosed residential real estate properties.

At both March 31, 2025 and December 31, 2024, the recorded investment in consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process was $ 275,000 .

Direct Financing Leases

The following lists the components of the net investment in direct financing leases:

September 30,

2025 December 31,

4 unchanged sentences

Net investment in direct finance leases $ 146,067 $ 148,102

The following table summarizes the future minimum lease payments receivable subsequent to September 30, 2024:

The following table summarizes the future minimum lease payments receivable subsequent to March 31, 2025:

Remainder of 2025 $ 49,563

5 unchanged sentences

The allowance is an estimation based on management's evaluation of expected losses related to the Company's financial assets measured at amortized cost.

It considers relevant available information from internal and external sources relating to the historical loss experience, current conditions and reasonable and supportable forecasts for the Company's outstanding loan and lease balances.

It considers relevant available information from internal and external sources relating to the

historical loss experience, current conditions and reasonable and supportable forecasts for the Company's outstanding loan and lease balances.

The Company utilizes a cash flow ("CF") analysis method of estimating expected losses, which relies on key inputs and assumptions.

5 unchanged sentences

When estimating for credit loss, the Company forecasts the first four quarters of the credit loss estimate and reverts to a long-run average of each considered factor.

The Company developed its reasonable and supportable forecasts using economic data, such as gross domestic product and unemployment rate.

The Company developed its reasonable and supportable forecasts using economic data, such as national gross domestic product ("GDP") and unemployment rate.

Qualitative adjustments are applied to each collectively segmented pool to appropriately capture differences in current or expected qualitative risk characteristics.

7 unchanged sentences

• the underlying collateral,

• concentration risk;

• concentration risk, and

• the effect of other external factors.

The following tables summarize changes in the allowance for credit losses by segment for the three and nine months ended September 30, 2024 and 2023, respectively:

Balances, June 30, 2024 Provision for (reversal of) credit losses Charge-offs Recoveries Balances, September 30, 2024

Commercial mortgage $ 4,781 $ ( 531 ) $ — $ — $ 4,250

Commercial and industrial 1,421 152 ( 16 ) 3 1,560

Construction and development 3,464 ( 1,096 ) — — 2,368

Multi-family 2,097 500 — — 2,597

Residential mortgage 1,761 220 — 2 1,983

Home equity 133 43 — — 176

Direct financing leases 1,920 983 ( 463 ) 18 2,458

Consumer 305 66 ( 34 ) 44 381

Total $ 15,882 $ 337 $ ( 513 ) $ 67 $ 15,773

Balances, December 31, 2023 Provision for (reversal of) credit losses Charge-offs Recoveries Balances, September 30, 2024

Commercial mortgage $ 4,655 $ ( 405 ) $ — $ — $ 4,250

Commercial and industrial 1,281 217 ( 16 ) 78 1,560

Construction and development 3,883 ( 1,515 ) — — 2,368

Multi-family 1,789 808 — — 2,597

Residential mortgage 1,681 301 ( 10 ) 11 1,983

Home equity 102 74 — — 176

Direct financing leases 1,955 1,706 ( 1,334 ) 131 2,458

Consumer 317 144 ( 172 ) 92 381

Total $ 15,663 $ 1,330 $ ( 1,532 ) $ 312 $ 15,773

Balances, June 30, 2023 Provision for (reversal of) credit losses Charge-offs Recoveries Balances, September 30, 2023

The following tables summarize changes in the allowance for credit losses by segment for the three months ended March 31, 2025 and 2024, respectively:

Balances, December 31, 2024 Provision for (reversal of) credit losses Charge-offs Recoveries Balances, March 31, 2025

Commercial mortgage $ 4,486 $ 248 $ — $ — $ 4,734

7 unchanged sentences

Total $ 15,791 $ 683 $ ( 558 ) $ 162 $ 16,078

Balances, December 31, 2022 Impact of adopting ASC 326 Balances, January 1, 2023 Post-ASC 326 adoption Provision for (reversal of) credit losses Charge-offs Recoveries Balances, September 30, 2023

Balances, December 31, 2023 Provision for (reversal of) credit losses Charge-offs Recoveries Balances, March 31, 2024

Commercial mortgage $ 4,655 $ ( 29 ) $ — $ — $ 4,626

7 unchanged sentences

Total $ 15,663 $ 486 $ ( 439 ) $ 115 $ 15,825

During the third quarter of 2024, the allowance for credit losses on loans and leases decreased from $ 15.9 million at June 30, 2024, to $ 15.8 million at September 30, 2024.

The decrease was attributable to additional provisions totaling $ 337,000 during the third quarter of 2024, offset by net charge-offs of $ 446,000 .

During the third quarter of 2024, updates were made to our allowance for credit losses calculation, including macroeconomic inputs, credit metrics, and refreshed loss driver data.

Additionally, the availability of increased details within certain loan categories allowed for more precise risk profiling.

As a result of these refinements, several loan and lease categories saw changes to their respective loss rates during the quarter.

• Commercial Mortgage – allowance decreased due to loan balances decreasing $ 7.8 million.

• Commercial & Industrial – allowance increased while loan balances decreased $ 570,000 .

• Construction & Development – allowance decreased while loan balances increased $ 1.2 million.

The allowance for credit losses on loans and leases increased from $ 15.8 million at December 31, 2024, to $ 16.1 million at March 31, 2025.

The increase was attributable to provisions for credit losses totaling $ 683,000 during the first quarter of 2025, partially offset by net charge-offs of $ 395,000 .

Set forth below is a segment analysis of the loan and lease portfolio reflecting the change in the allowance for each segment, due to the change in the amount of each segment.

• Commercial Mortgage – allowance increased due to loan balances increasing $ 15.8 million.

• Commercial & Industrial – allowance increased due to loan balances increasing $ 10.2 million.

• Construction & Development – allowance decreased due to loan balances decreasing $ 32.6 million.

• Multi-Family – allowance increased due to loan balances increasing $ 25.6 million.

• Residential Mortgage – allowance increased while loan balances decreased $ 2.2 million.

• Residential Mortgage – allowance decreased due to loan balances decreasing $ 30,000 .

• Home Equity – allowance increased due to loan balances increasing $ 1.3 million.

• Direct Financing Leases – allowance increased while loan balances decreased $ 1.1 million.

• Consumer – allowance increased while loan balances decreased $ 174,000 .

Our commercial loan portfolio, consisting of commercial and multi-family real estate loans, commercial and industrial loans, and construction loans, represented 69.1 % and 68.1 % of our portfolio as of September 30, 2024 and December 31, 2023, respectively.

The allowance for credit losses on loans and leases allocated to the commercial loan portfolio represented 68.3 % and 74.1 % of our total allowance at September 30, 2024 and December 31, 2023, respectively.

• Direct Financing Leases – allowance decreased due to loan balances decreasing $ 2.0 million.

• Consumer – allowance decreased due to loan balances decreasing $ 975,000 .

Our commercial loan portfolio, consisting of commercial and multi-family real estate loans, commercial and industrial loans, and construction loans, represented 70.1 % and 69.5 % of our portfolio as of March 31, 2025 and December 31, 2024, respectively.

The allowance for credit losses on loans and leases allocated to the commercial loan portfolio represented 69.4 % and 68.9 % of our total allowance at March 31, 2025 and December 31, 2024, respectively.

Economic Outlook

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Economic factors are a consequential part of these forecasts, and as such are evaluated periodically for developments that may impact the Company's allowance for credit losses and loan and lease portfolio.

As of September 30, 2024, the primary economic factors affecting the Company's loan portfolio continued to be persistent inflation, higher interest rates, geopolitical risk, economic growth, and the unemployment outlook.

As of March 31, 2025 there are several key economic factors affecting the Company's loan and lease portfolio.

These economic factors include persistent inflation, weakening economic growth, and unemployment.

In addition, geopolitical uncertainty and risks associated with tariffs have significant indirect and direct impacts on supply chains and price increases.

These key factors will continue to influence the Company's loan and lease portfolio for the near future.

The Company remains committed to three growth market regions:

Columbus, Ohio, Dayton/Springfield, Ohio, and Indianapolis, Indiana.

Columbus, Ohio, Cincinnati/Dayton/Springfield, Ohio, and Indianapolis, Indiana.

As high-growth areas, these market regions specialize in commercial real estate loans.

Their respective forecasts are described below:

• Columbus, Ohio – The market region continues to forecast overall job growth in 2024.

Construction activity has slowed, as speculative projects are not being pre-leased, prompting greater caution in initiating new developments.

The majority of new construction projects are built-to-suit, indicating a softening demand as parties exercise prudence amid economic uncertainties.

The region's unemployment rate has seen a slight uptick, aligning with the national average.

• Dayton/Springfield, Ohio – The economic outlook for this region remains stable.

Statistically, the market region data for the past three quarters has been constant while reflecting a certain level of market uncertainty.

Recession fears remain.

The region’s economic outlook for 2024 is mostly, slow but steady.

The relationship between Wright Patterson Air Force Base (WPAFB) and the local market is deeply interconnected, influencing all aspects of the economy.

The future economic prospects of the area are closely tied to WPAFB and the success of the military, federal government, and defense industry.

WPAFB is currently unveiling extensive plans to revamp and streamline processes across the Air Force and related sectors.

These initiatives have the potential to significantly impact the economic trajectory of the local market.

• Indianapolis, Indiana – Based upon year-to-date 2024 economic results, the market region is expecting stable economic growth throughout 2024.

The first half of 2024 results were fueled primarily by an expanding labor market, retail sales growth, and increasing median household incomes.

Future potential economic volatility may have a significant impact on the Company's loan and lease portfolio, specifically the allowance for credit losses.

• Columbus, Ohio – The market region forecasts an overall estimated job growth of 1 % in 2025.

This is slightly below national projections.

Unemployment rates were slightly above the national unemployment average in the first quarter of 2025.

However, city officials have announced multiple large multi-million dollar construction projects for the market region.

• Dayton/Springfield, Ohio – The market region forecasts slight estimated job growth in 2025, however the unemployment rate is slightly above the national unemployment average.

As of the first quarter of 2025, there were an additional 2.3 million square feet of new construction in process.

Additionally, the two new interstate improvement projects of approximately $ 70 million were announced for the market region.

• Indianapolis, Indiana – The market region is forecasting positive job growth in 2025.

In 2024, the market region experienced continuous and balanced economic growth.

Subsequently, based upon similar growth patterns driven primarily by the expanding labor market, retail sales growth, and increasing median household incomes, the outlook for the region is favorable.

The unemployment rate was slightly below the national unemployment average in the first quarter of 2025.

The economic outlook is significantly more complex and uncertain at best, thus creating a challenging economic environment requiring heightened vigilance and adaptability by the Company.

There are a myriad of potential outcomes, and the variances may be significant and unpredictable.

Future potential economic volatility may have a significant impact on the Company's loan and lease portfolio, specifically the allowance for credit losses.

As a result, the Company's future estimates may fluctuate for the remainder of 2025.

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The estimate of expected losses on unfunded commitments is calculated based on the loss rate for the loan or lease segment in which the loan or lease commitments would be classified if funded, adjusted for the estimate of funding probability.

Additional provisions or reversals applied to the allowance are recognized in the provision for credit losses on the Condensed Consolidated Statements of Income.

The following tables detail activity in the allowance for credit losses on unfunded commitments during the three and nine months ended September 30, 2024 and 2023:

Three Months Ended September 30,

Beginning balance $ 1,103 $ 2,101

Reversal of credit losses ( 436 ) ( 354 )

Ending balance $ 667 $ 1,747

Nine Months Ended September 30,

Adjustments to the allowance, either additional provisions or reversals, are recorded in the provision for (reversal of) credit losses in the Condensed Consolidated Statements of Income.

The following tables detail activity in the allowance for credit losses on unfunded commitments during the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

Beginning balance $ 558 $ 1,642

Impact of adopting ASC 326 — 2,374

Reversal of credit losses ( 975 ) ( 627 )

Provision for (reversal of) credit losses 48 ( 303 )

Ending balance $ 606 $ 1,339

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Recurring Measurements

The following tables present the fair value measurements of assets recognized in the accompanying consolidated balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at September 30, 2024 and December 31, 2023:

The following tables present the fair value measurements of assets recognized in the Condensed Consolidated Balance Sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at March 31, 2025 and December 31, 2024:

Fair Value Measurements Using

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(Level 2) Significant

September 30, 2024

March 31, 2025

Available for sale securities

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Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a recurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.

There have been no significant changes in the valuation techniques during the nine months ended September 30, 2024.

There have been no significant changes in the valuation techniques during the three months ended March 31, 2025.

Available for Sale Securities

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Level 2 securities include agency securities, obligations of state and political subdivisions, and mortgage-backed securities.

Matrix pricing is a mathematical technique widely used in the banking industry to value investment securities without relying exclusively on quoted prices for specific investment securities but rather relying on the investment securities’ relationship to other benchmark quoted investment securities.

Matrix pricing is a mathematical

technique widely used in the banking industry to value investment securities without relying exclusively on quoted prices for specific investment securities but rather relying on the investment securities’ relationship to other benchmark quoted investment securities.

In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.

Nonrecurring Measurements

As of September 30, 2024 and December 31, 2023, there were no assets or liabilities measured at fair value on a nonrecurring basis.

As of March 31, 2025 and December 31, 2024, there were no assets or liabilities measured at fair value on a nonrecurring basis.

Fair Value of Financial Instruments

The following tables present estimated fair values of the Company’s financial instruments at September 30, 2024 and December 31, 2023:

The following tables present estimated fair values of the Company’s financial instruments at March 31, 2025 and December 31, 2024:

Fair Value Measurements Using

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(Level 2) Significant

September 30, 2024

March 31, 2025

Financial assets

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Cash and cash equivalents $ 21,757 $ 21,757 $ — $ —

Interest-earning time deposits 300 — 300 —

Available for sale securities 258,192 3,161 255,031 —

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The following table presents the computation of basic and diluted EPS for the periods indicated:

Three Months Ended September 30,

Net income $ 2,472 $ 1,949

Shares outstanding for Basic EPS:

Average shares outstanding 10,986,327 11,403,229

average restricted stock award shares not vested 83,379 174,192

average unearned ESOP Shares 815,942 870,048

Shares outstanding for Basic EPS 10,087,006 10,358,989

Additional Dilutive Shares 129,388 23,170

Shares outstanding for Diluted EPS 10,216,394 10,382,159

Basic Earnings Per Share $ 0.25 $ 0.19

Diluted Earnings Per Share $ 0.24 $ 0.19

Nine Months Ended September 30,

Three Months Ended March 31,

Net income $ 1,968 $ 2,369

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The Company matches employees' contributions at the rate of 50 percent for the first six percent of base salary contributed by participants.

The Company’s expense for the plan was $ 76,000 and $ 214,000 for the three and nine months ended September 30, 2024, and $ 93,000 and $ 196,000 for the three and nine months ended September 30, 2023, respectively.

The Company’s expense for the plan was $ 65,000 and $ 68,000 for the three months ended March 31, 2025 and 2024, respectively.

Employee Stock Ownership Plan

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The ESOP acquired 1,082,130 shares of Company common stock at an average price of $ 13.59 per share on the open market with funds provided by a loan from the Company.

Dividends on unallocated

shares used to repay the loan for the Company are recorded as a reduction of the loan or accrued interest, as applicable.

Dividends on unallocated shares used to repay the loan for the Company are recorded as a reduction of the loan or accrued interest, as applicable.

Dividends on allocated shares paid to participants are reported as compensation expense.

Unearned ESOP shares which have not yet been allocated to ESOP participants are excluded from the computation of average shares outstanding for earnings per share calculation.

Accordingly, 802,562 and 843,142 shares of common stock acquired by the ESOP were shown as a reduction of stockholders’ equity at September 30, 2024 and December 31, 2023, respectively.

Accordingly, 775,509 and 789,035 shares of common stock acquired by the ESOP were shown as a reduction of stockholders’ equity at March 31, 2025 and December 31, 2024, respectively.

Shares are released to participants proportionately as the loan is repaid.

ESOP expense was $ 167,000 and $ 476,000 for the three and nine months ended September 30, 2024, and was $ 154,000 and $ 465,000 for the three and nine months ended September 30, 2023, respectively.

September 30,

ESOP expense for the three months ended March 31, 2025 and 2024 was $ 178,000 and $ 154,000 , respectively.

2025 December 31,

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Forfeited shares may be awarded to other eligible recipients in future grants until the 2020 EIP terminates in September 2030.

The following table summarizes the restricted stock award activity in the 2020 EIP during the nine months ended September 30, 2024.

Nine Months Ended September 30, 2024

The following table summarizes the restricted stock award activity in the 2020 EIP during the three months ended March 31, 2025.

Three Months Ended March 31, 2025

Number of Restricted Shares Weighted Average Grant Date Fair Value

Non-vested, beginning of period 83,379 $ 10.55

Vested ( 83,379 ) 10.55

Forfeited — —

Non-vested, September 30, 2024 83,379 10.55

Total compensation cost recognized in the income statement for restricted stock awards during the three and nine months ended September 30, 2024 was $ 222,000 and $ 658,000 , and the related tax benefit recognized was $ 47,000 and $ 138,000 , respectively.

As of September 30, 2024, unrecognized compensation expense related to restricted stock awards was $ 656,000 .

Non-vested, March 31, 2025 83,379 10.55

Total compensation cost recognized in the Condensed Consolidated Statements of Income for restricted stock awards during the three months ended March 31, 2025 and 2024 was $ 217,000 and $ 219,000 , and the related tax benefit recognized was $ 46,000 and $ 46,000 , respectively.

As of March 31, 2025, unrecognized compensation expense related to restricted stock awards was $ 217,000 .

Stock Option Plan.

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On April 1, 2021, the Company awarded options to purchase 8,000 shares of common stock under the 2020 EIP with an exercise price of $ 13.86 per share, the fair value of a share of the Company's common stock on the date of the grant, to eligible participants.

These options awarded vest in five equal annual installments with the first vesting occurring on June 30, 2021.

Forfeited options may be awarded to other eligible recipients in future grants until the 2020 EIP terminates in September 2030.

The following table summarizes the stock option activity in the 2020 EIP during the nine months ended September 30, 2024.

Nine Months Ended September 30, 2024

These options awarded vest in five equal annual installments with the first vesting having occurred on June 30, 2021.

Forfeited options are available to be awarded in future grants until the 2020 EIP terminates in September 2030.

The following table summarizes the stock option activity in the 2020 EIP during the three months ended March 31, 2025.

Three Months Ended March 31, 2025

Number of Shares Weighted-Average Exercise Price

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Forfeited/expired — —

Balance, June 30, 2024 1,016,497 10.55

Balance, March 31, 2025 1,016,497 10.55

Exercisable at end of period 812,401 $ 10.55

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Expected life of options 6.1 years

A summary of the status of the Company stock option shares as of September 30, 2024 is presented below.

A summary of the status of the Company stock option shares as of March 31, 2025 is presented below.

Shares Weighted Average Grant Date Fair Value

Non-vested, beginning of year 204,096 $ 2.91

Vested ( 204,096 ) 2.91

Forfeited — —

Non-vested, September 30, 2024 204,096 $ 2.91

Total compensation cost recognized in the income statement for option-based payment arrangements for the three and nine months ended September 30, 2024 was $ 150,000 and $ 445,000 , and the related tax benefit recognized was $ 16,000 and $ 48,000 , respectively.

As of September 30, 2024, unrecognized compensation expense related to the stock option awards was $ 443,000 .

Non-vested, March 31, 2025 204,096 $ 2.91

Total compensation cost recognized in the Condensed Consolidated Statements of Income for option-based payment arrangements for the three months ended March 31, 2025 and 2024 was $ 146,000 and $ 148,000 , and the related tax benefit recognized was $ 16,000 and $ 16,000 , respectively.

As of March 31, 2025, unrecognized compensation expense related to the stock option awards was $ 146,000 .

Qualified Affordable Housing Investments

The Company has investments in certain limited partnerships that fund affordable housing projects and provide the Company with low income housing tax credits ("LIHTC").

At September 30, 2024 and December 31, 2023, the balance of these investments in LIHTC totaled $ 995,000 and $ 1.1 million, respectively.

These balances are reflected in the other assets line of the Condensed Consolidated Balance Sheet.

At March 31, 2025 and December 31, 2024, the balance of these investments in LIHTC totaled $ 907,000 and $ 951,000 , respectively.

These balances are reflected in the other assets line of the Condensed Consolidated Balance Sheets.

The assets are amortized as a component of the provision for income taxes.

The following table summarizes the amortization expense and tax credits recognized for the Company's LIHTC investments for the three and nine months ended September 30, 2024 and 2023.

Three Months Ended June 30, Nine Months Ended September 30,

2024 2023 2024 2023

The following table summarizes the amortization expense and tax credits recognized for the Company's LIHTC investments for the three months ended March 31, 2025 and 2024.

Three Months Ended March 31,

Amortization expense $ 44 $ 44

Tax credits recognized 47 47

Segment Information

The Company has one reportable segment:

community banking.

The Company's reportable segment is determined by the Chief Executive Officer, who serves as the chief operating decision maker ("CODM"), based on information regarding the Company's products and services.

The CODM evaluates the financial performance of the Company's business components by assessing revenue streams, significant expenses, and budget-to-actual results.

The Company's primary source of revenue is providing banking services to its customers.

Significant expenses associated with banking operations include interest expense, credit loss expense, and salaries and employee benefits.

The CODM evaluates performance, directs resource allocation, and makes key operating decisions based on consolidated net income reported in the Condensed Consolidated Statements of Income.

Segment assets are measured based on total consolidated assets as reported in the Condensed Consolidated Balance Sheets.

Subsequent Event

Subsequent to September 30, 2024 through November 13, 2024, the Company purchased 40,228 shares of the Company's common stock pursuant to the existing stock repurchase program, leaving 566,574 shares available for future repurchase.

Subsequent to March 31, 2025 through May 9, 2025 , the Company purchased 82,776 shares of the Company's common stock pursuant to the existing stock repurchase program, leaving 65,472 shares available for future repurchase.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements