What changed in this filing

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Item 1. Financial Statements

2025-11-10 compared with 2025-08-08 · 167 added, 146 removed, 816 unchanged (28% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

September 30,

2025 December 31,

27 unchanged sentences

Authorized - 90,000,000 shares

Issued and outstanding - 10,389,137 shares and 10,814,960 shares at June 30, 2025 and December 31, 2024, respectively

Issued and outstanding - 10,426,263 shares and 10,814,960 shares at September 30, 2025 and December 31, 2024, respectively

104,263 108,150

8 unchanged sentences

Condensed Consolidated Statements of Income

Three Months Ended June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

9 unchanged sentences

Net Interest Income 11,294,961 9,432,799 32,312,474 28,841,473

Provision for credit losses 744,690 270,472 1,475,785 453,606

Net Interest Income After Provision for Credit Losses 10,014,751 9,305,421 19,541,728 18,955,068

Provision for (reversal of) credit losses 268,674 ( 98,848 ) 1,744,459 354,758

Net Interest Income After Provision for (Reversal of) Credit Losses 11,026,287 9,531,647 30,568,015 28,486,715

Non-interest Income

2 unchanged sentences

Loan and lease servicing fees 164,032 122,106 412,270 381,060

Net loss on securities (includes $( 156,859 ), $( 62,029 ), $( 156,859 ), and $( 62,029 ), respectively, related to accumulated other comprehensive income reclassifications)

Net gains (loss) on securities (includes $ 0 , $ 11,331 , $( 156,859 ), and $( 50,698 ), respectively, related to accumulated other comprehensive income reclassifications)

— 11,331 ( 156,859 ) ( 50,698 )

18 unchanged sentences

Income Before Income Tax Expense 4,241,751 2,841,293 9,542,784 7,928,009

Provision for income taxes (includes $ 32,940 , $ 13,026 , $ 32,940 , and $ 13,026 , respectively, related to income tax benefit from reclassification of items)

Provision for income taxes (includes $ 0 , $ 2,380 , $( 32,940 ), and $( 10,647 ), respectively, related to income tax expense (benefit) from reclassification of items)

644,745 369,415 1,375,470 1,026,636

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net Income $ 3,597,006 $ 2,471,878 $ 8,167,314 $ 6,901,373

Other Comprehensive Income (Loss)

Unrealized gain (loss) on available for sale securities, net of tax expense (benefit) of $ 254,992 , $( 354,927 ), $ 594,230 , and $( 1,112,426 ), respectively

Other Comprehensive Income

Unrealized gain on available for sale securities, net of tax expense of $ 1,419,506 , $ 2,184,979 , $ 2,013,736 , and $ 1,072,553 , respectively

5,340,047 8,219,682 7,575,484 4,034,841

reclassification adjustment for realized losses included in net income, net of tax benefit of $ 32,940 , $ 13,026 , $ 32,940 , and $ 13,026 , respectively

reclassification adjustment for realized gains (losses) included in net income, net of tax expense (benefit) of $ 0 , $ 2,380 , $( 32,940 ), and $( 10,647 ), respectively

— 8,951 ( 123,919 ) ( 40,051 )

4 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Common Stock Additional

4 unchanged sentences

Outstanding Amount

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

Balances, June 30, 2025 10,389,137 $ 103,891 $ 92,798,702 $ 93,220,564 $ ( 10,354,751 ) $ ( 43,446,841 ) $ 132,321,565

Net income — — — 3,597,006 — — 3,597,006

1 unchanged sentence

ESOP shares earned — — 9,020 — 183,829 — 192,849

Granting of restricted stock awards 37,126 372 ( 372 ) — — — —

Stock based compensation — — 29,294 — — — 29,294

1 unchanged sentence

— — — ( 1,445,585 ) — — ( 1,445,585 )

Repurchase of common stock ( 101,127 ) ( 1,012 ) ( 1,399,025 ) — — — ( 1,400,037 )

Balances, June 30, 2025 10,389,137 $ 103,891 $ 92,798,702 $ 93,220,564 $ ( 10,354,751 ) $ ( 43,446,841 ) $ 132,321,565

Six Months Ended June 30, 2025

Balances, September 30, 2025 10,426,263 $ 104,263 $ 92,836,644 $ 95,371,985 $ ( 10,170,922 ) $ ( 38,106,794 ) $ 140,035,176

Nine Months Ended September 30, 2025

Common Stock Additional

6 unchanged sentences

Net income — — — 8,167,314 — — 8,167,314

Other comprehensive loss — — — — — 2,359,356 2,359,356

Other comprehensive income — — — — — 7,699,403 7,699,403

ESOP shares earned — — 972 — 551,488 — 552,460

Granting of restricted stock awards 37,126 372 ( 372 ) — — — —

Stock based compensation — — 756,213 — — — 756,213

2 unchanged sentences

Repurchase of common stock ( 425,823 ) ( 4,259 ) ( 5,629,400 ) — — — ( 5,633,659 )

Balances, June 30, 2025 10,389,137 $ 103,891 $ 92,798,702 $ 93,220,564 $ ( 10,354,751 ) $ ( 43,446,841 ) $ 132,321,565

Balances, September 30, 2025 10,426,263 $ 104,263 $ 92,836,644 $ 95,371,985 $ ( 10,170,922 ) $ ( 38,106,794 ) $ 140,035,176

See Notes to Condensed Consolidated Statements.

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Common Stock Additional

4 unchanged sentences

Outstanding Amount

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

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

1 unchanged sentence

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

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

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

3 unchanged sentences

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

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

Six Months Ended June 30, 2024

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

Common Stock Additional

8 unchanged sentences

ESOP shares earned — — ( 75,005 ) — 551,487 — 476,482

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

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

Stock based compensation — — 1,102,526 — — — 1,102,526

3 unchanged sentences

Repurchase of common stock ( 261,234 ) ( 2,612 ) ( 3,092,550 ) — — — ( 3,095,162 )

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

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.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Six Months Ended June 30,

Nine Months Ended September 30,

Operating Activities

9 unchanged sentences

Net gains on loan and lease sales ( 290,723 ) ( 420,740 )

Gain on sale of real estate owned

(Gain) loss on sale of real estate owned ( 6,067 ) 7,050

Gain on sale of premises and equipment ( 4,500 ) ( 6,000 )

12 unchanged sentences

Investing Activities

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

Purchases of securities available for sale ( 4,792,287 ) ( 3,502,331 )

7 unchanged sentences

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

Net cash provided by (used in) investing activities 2,470,051 ( 41,187,509 )

Net cash used in investing activities ( 4,312,546 ) ( 30,308,493 )

Financing Activities

8 unchanged sentences

Dividends paid ( 4,378,315 ) ( 4,293,077 )

Net cash (used in) provided by financing activities

( 4,040,912 ) 34,886,953

Net cash provided by financing activities 3,517,656 21,677,746

Net Change in Cash and Cash Equivalents 12,507,763 ( 669,668 )

23 unchanged sentences

FB Richmond Holdings, Inc.

has one active subsidiary, FB Richmond Properties, Inc., a Delaware corporation which holds loans on behalf of the Bank.

has one active subsidiary, FB Richmond Properties, Inc., a Delaware corporation which holds loans on behalf of First Bank Richmond.

The accompanying unaudited condensed consolidated financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include information or note disclosures necessary for a complete presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles.

22 unchanged sentences

Accounting Pronouncements

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.

The Jumpstart Our Business Startups Act (the "JOBS Act"), enacted in April 2012, introduced a number of changes to the federal securities laws intended to facilitate access to the 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.

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

As an EGC, the Company elected to adopt new or revised accounting standards in the same manner and timing as a private company, an election that was required to be made upon the filing of its initial registration statement and remained irrevocable for as long as the Company maintained EGC status.

As of December 31, 2024, the Company ceased to qualify as an EGC.

Accordingly, beginning with the fiscal year ending December 31, 2025, the Company was required to adopt new or amended accounting standards as applicable to public companies and comply with other reporting and disclosure requirements of the Securities Exchange Act of 1934, as amended, and related SEC rules and regulations.

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

19 unchanged sentences

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.

11 unchanged sentences

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

June 30, 2025

September 30, 2025

Available for sale

23 unchanged sentences

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

The amortized cost and fair value of investment securities at June 30, 2025, by contractual maturity, are shown below.

The amortized cost and fair value of investment securities at September 30, 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 $ 298,685 $ 250,449 $ 2,772 $ 2,724

Investment securities with a carrying value of $ 140,436,000 and $ 136,799,000 were pledged at June 30, 2025 and December 31, 2024, 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 both the three and six months ended June 30,2025 were $ 6,765,000 .

Gross losses recognized on the sale of securities available for sale for the three and six months ended June 30, 2025 were $ 157,000 , while there were no gross gains recognized during those same periods.

Proceeds from the sale of securities available for sale for both the three and six months ended June 30, 2024 were $ 3,789,000 .

Gross losses recognized on the sale of securities available for sale for the three and six months ended June 30, 2024 were $ 62,000 , while there were no gross gains recognized during those same periods.

Investment securities with a carrying value of $ 138,306,000 and $ 136,799,000 were pledged at September 30, 2025 and December 31, 2024, respectively, to secure certain deposits and for other purposes as permitted or required by law.

Proceeds from the sale of securities available for sale were $ 0 and $ 6,765,000 for the three and nine months ended September 30, 2025.

Gross losses recognized on the sale of securities available for sale for the three and nine months ended September 30, 2025 were $ 0 and $ 157,000 , while there were no gross gains recognized during those same periods.

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, while gross gains recognized were $ 157,000 during those same periods.

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 June 30, 2025 and December 31, 2024 was $ 244,053,000 and $ 255,749,000 , respectively, which is approximately 96 % and 98 % 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 September 30, 2025 and December 31, 2024 was $ 244,243,000 and $ 255,749,000 , respectively, which is approximately 96 % 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 June 30, 2025.

The Company does not consider available for sale securities with unrealized losses to be experiencing credit losses at September 30, 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 June 30, 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 June 30, 2025 and December 31, 2024:

As of September 30, 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 September 30, 2025 and December 31, 2024:

State and municipal obligations

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

AA+ $ 350 $ 483

2 unchanged sentences

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 June 30, 2025 and December 31, 2024:

Description of

Securities June 30, 2025

Securities September 30, 2025

Less Than 12 Months 12 Months or More Total

45 unchanged sentences

Loans, Leases and Allowance

The following table shows the composition of the loan and lease portfolio at June 30, 2025 and December 31, 2024:

The following table shows the composition of the loan and lease portfolio at September 30, 2025 and December 31, 2024:

September 30,

2025 December 31,

51 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 June 30, 2025 and rating category as of December 31, 2024:

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, 2025 and rating category as of December 31, 2024:

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

As of June 30, 2025:

As of September 30, 2025:

Commercial mortgage

10 unchanged sentences

Pass 20,185 22,079 10,860 1,526 6,763 110 — 61,523

Special Mention — — 429 594 — — — 1,023

Substandard — — — — — 4,900 — 4,900

3 unchanged sentences

Special Mention — — — 2,362 1,382 — — 3,744

Substandard — — — — — 3,456 — 3,456

Total Multi-family 18,630 18,748 9,126 68,792 47,986 27,348 26,352 216,982

63 unchanged sentences

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

For the three months ended June 30, 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 June 30, 2025 and December 31, 2024:

June 30, 2025

For the three months ended September 30, 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 September 30, 2025 and December 31, 2024:

September 30, 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 June 30, 2025 and December 31, 2024:

The following table presents information on the Company’s nonaccrual loans and leases at September 30, 2025 and December 31, 2024:

September 30,

2025 December 31,

Nonaccrual loans and leases Nonaccrual loans and leases without an allowance for credit losses Nonaccrual loans and leases Nonaccrual loans and leases without an allowance for credit losses

Commercial mortgage $ 704 $ — $ — $ —

Commercial and industrial 32 32 35 —

3 unchanged sentences

Total nonaccrual loans and leases $ 6,381 $ 777 $ 5,063 $ 128

During both the three months ended June 30, 2025 and December 31, 2024, the Company recognized $ 1,000 of interest income on nonaccrual loans and leases.

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 June 30, 2025 and December 31, 2024:

June 30, 2025

During both the three months ended September 30, 2025 and December 31, 2024, the Company recognized $ 1,000 of interest income on nonaccrual loans and leases.

September 30, 2025

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

18 unchanged sentences

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 and six months ended June 30, 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 or six months ended June 30, 2025 or 2024, and that were modified in the twelve months prior to that default by borrowers experiencing financial difficulty.

During the three and nine months ended September 30, 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 or nine months ended September 30, 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 both June 30, 2025 and December 31, 2024 there was $ 37,000 of other real estate owned, consisting of foreclosed residential real estate properties.

At June 30, 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 $ 289,000 and $ 275,000 , respectively.

There was no other real estate owned at September 30, 2025, compared to $ 37,000 of other real estate owned, consisting of foreclosed residential real estate properties, at December 31, 2024.

At September 30, 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 w as $ 289,000 a nd $ 275,000 , respectively.

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 $ 146,413 $ 148,102

The following table summarizes the future minimum lease payments receivable subsequent to June 30, 2025:

The following table summarizes the future minimum lease payments receivable subsequent to September 30, 2025:

Remainder of 2025 $ 18,028

2 unchanged sentences

The allowance for credit losses on loans and leases is established for current expected credit losses on the Company's loan and lease portfolios in accordance with ASC Topic 326.

This requires significant judgement to estimate credit losses measured on a collective pool basis when similar risk characteristics exist, and for loans evaluated individually.

This requires significant judgment to estimate credit losses measured on a collective pool basis when similar risk characteristics exist, and for loans evaluated individually.

The Company estimates expected future losses for the loan's entire contractual term, taking into account expected payments when appropriate.

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.

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.

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

17 unchanged sentences

• the effect of other external factors.

The following tables summarize changes in the allowance for credit losses by segment for the three and six months ended June 30, 2025 and 2024, respectively:

Balances, March 31, 2025 Provision for (reversal of) credit losses Charge-offs Recoveries Balances, June 30, 2025

The following tables summarize changes in the allowance for credit losses by segment for the three and nine months ended September 30, 2025 and 2024, respectively:

Balances, June 30, 2025 Provision for (reversal of) credit losses Charge-offs Recoveries Balances, September 30, 2025

Commercial mortgage $ 4,788 $ ( 157 ) $ — $ — $ 4,631

7 unchanged sentences

Total $ 16,219 $ 463 $ ( 463 ) $ 146 $ 16,365

Balances, December 31, 2024 Provision for (reversal of) credit losses Charge-offs Recoveries Balances, June 30, 2025

Balances, December 31, 2024 Provision for (reversal of) credit losses Charge-offs Recoveries Balances, September 30, 2025

Commercial mortgage $ 4,486 $ 145 $ — $ — $ 4,631

7 unchanged sentences

Total $ 15,791 $ 1,913 $ ( 1,728 ) $ 389 $ 16,365

Balances, March 31, 2024 Provision for (reversal of) credit losses Charge-offs Recoveries Balances, June 30, 2024

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

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

7 unchanged sentences

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

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

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

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

7 unchanged sentences

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

During the second quarter of 2025, the allowance for credit losses on loans and leases increased from $ 16.1 million at March 31, 2025, to $ 16.2 million at June 30, 2025.

The increase was attributable to provisions for credit losses totaling $ 767,000 during the three months ended June 30, 2025, partially offset by net charge-offs of $ 626,000 .

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 $ 6.1 million.

• Commercial & Industrial – allowance increased due to loan balances increasing $ 4.2 million.

• Construction & Development – allowance increased due to loan balances increasing $ 2.4 million.

• Multi-Family – allowance decreased due to loan balances decreasing $ 19.7 million.

• Residential Mortgage – allowance decreased due to loan balances decreasing $ 3.7 million.

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

• Direct Financing Leases – allowance increased due to loan balances increasing $ 1.1 million.

• Consumer – allowance increased due to loan balances increasing $ 353,000 .

Our commercial loan portfolio, consisting of commercial and multi-family real estate loans, commercial and industrial loans, and construction loans, represented 69.9 % and 69.5 % of our portfolio as of June 30, 2025 and December 31, 2024, respectively.

The allowance for credit losses on loans and leases allocated to the commercial loan portfolio represented 69.3 % and 68.9 % of our total allowance at June 30, 2025 and December 31, 2024, respectively.

During the third quarter of 2025, the allowance for credit losses on loans and leases increased from $ 16.2 million at June 30, 2025, to $ 16.4 million at September 30, 2025.

The increase was attributable to provisions for credit losses totaling $ 463,000 during the three months ended September 30, 2025, partially offset by net charge-offs of $ 317,000 .

During the third quarter of 2025, updates were made to our allowance for credit losses calculation, including macroeconomic inputs, credit metrics, and refreshed loss driver data.

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 as improved credit performance and lower modeled loss rates offset the impact of a $ 27.0 million increase in loan balances.

• Commercial & Industrial – Allowance increased despite a $ 2.4 million decline in balances, reflecting slightly higher modeled loss rates due to portfolio mix changes.

• Construction & Development – Allowance increased as certain project exposures were reassessed for higher loss sensitivity, while loan balances declined by $ 34.9 million.

• Multi-Family – Allowance decreased as strong collateral performance and stable market conditions led to lower modeled loss rates, while loan balances increased $ 25.2 million.

• Residential Mortgage, Home Equity, Direct Financing Leases, and Consumer – Allowances decreased in line with lower portfolio balances and stable credit trends.

Our commercial loan portfolio, consisting of commercial and multi-family real estate loans, commercial and industrial loans, and construction loans, represented 70.6 % and 69.5 % of our portfolio as of September 30, 2025 and December 31, 2024, respectively.

The allowance for credit losses on loans and leases allocated to the commercial loan portfolio represented 68.5 % and 68.9 % of our total allowance at September 30, 2025 and December 31, 2024, respectively.

Economic Outlook

2 unchanged sentences

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 June 30, 2025, there are several key economic factors that continue to affect 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:

As of September 30, 2025, several key economic factors continue to influence the Company's loan and lease portfolio.

Persistent inflation, slowing economic growth, and labor market uncertainty are contributing to a more challenging operating environment for many borrowers.

In addition, geopolitical tensions and tariff-related risks are creating potential disruptions in supply chains and increased input costs for certain industries.

These conditions may continue to affect borrower performance and credit demand in the near term.

Despite these challenges, the Company's overall credit quality remains stable, supported by conservative underwriting standards and ongoing portfolio monitoring.

Management continues to evaluate macroeconomic assumptions used in the allowance for credit losses model to ensure they reflect current and expected economic conditions.

The Company remains focused on its three strategic growth markets:

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 economic outlook for the Columbus MSA region is mixed.

Economic expansion is expected to be modest.

The market region continues to forecast ordinary job growth, with real GDP remaining flat for the remainder of 2025.

The unemployment rates edged slightly higher than the national unemployment average.

However, the market region is actively investing in workforce development, targeting high-demand fields such as information technology, engineering technology, and healthcare.

• Cincinnati/Dayton/Springfield, Ohio – The economic outlook for the Cincinnati/Dayton/Springfield market region is steady job growth.

However, the unemployment rate continues to be slightly above the national average due to labor force constraints, housing supply shortages, and uncertainty tied to geopolitics and tariffs.

Ongoing advanced manufacturing investments are expected to boost job creation and regional diversification.

The synergy between this market area as an integral part of Ohio's broader "Silicon Corridor" is increasingly vital for attracting new investment and workforce talent.

• Indianapolis, Indiana – The economic outlook for the Indianapolis market region is robust growth.

This can be attributed to diversified contributions from key sectors, improving wages, and low unemployment.

For 2025, Indianapolis is projected to have a top housing market within the Midwest, driven by affordability, job gains, and inventory.

The economic outlook for the region is favorable, while the unemployment rate is in line with the national unemployment rate average.

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.

These markets continue to exhibit above-average population and employment growth, strong commercial activity, and resilient real estate fundamentals relative to broader economic trends.

The Company's loan growth in these markets continues to be concentrated in commercial real estate lending, consistent with its strategic focus and relationship-based lending model.

Forecasts for these markets are summarized below:

• Columbus, Ohio – The Columbus MSA continues to experience steady economic expansion, driven by growth in technology, healthcare, and strategic development.

Job creation and infrastructure expansion are supported by over $ 2 billion in public and private development projects, while population growth sustains demand for housing, services, and consumer goods.

Challenges include persistent inflationary pressures, housing affordability constraints, and labor shortages across multiple industries.

• Cincinnati/Dayton/Springfield, Ohio – The Cincinnati/Dayton/Springfield MSA is projected to experience moderate growth.

Cincinnati leads the region in employment and GDP gains, supported by manufacturing, construction, and technology investments.

Dayton remains stable despite slower job growth and inflationary pressures.

Ongoing labor market constraints, particularly in skilled trades and technology fields, persist.

The region’s connection with Columbus as part of Ohio’s emerging “Silicon Corridor” enhances opportunities for investment, workforce development, and regional competitiveness.

• Indianapolis, Indiana – The Indianapolis MSA continues to demonstrate favorable economic conditions, supported by advanced manufacturing, technology, and urban revitalization initiatives.

Downtown capital projects totaling approximately $ 9 billion are underway, while consumer demand and population growth of about 1.2 % support urban momentum.

Inflation, elevated interest rates, and tariff-related impacts on manufacturing present ongoing challenges;

however, the region remains well positioned relative to peer metros due to its diversified and innovation-driven economy.

The overall economic outlook remains complex and uncertain, creating a challenging environment requiring continued vigilance and adaptability.

Potential economic volatility could materially affect the Company’s loan and lease portfolio,

including the allowance for credit losses.

As a result, the Company expects that future estimates may fluctuate throughout the remainder of 2025.

Allowance for Credit Losses on Unfunded Commitments

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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 and six months ended June 30, 2025 and 2024:

Three Months Ended June 30,

The following tables detail activity in the allowance for credit losses on unfunded commitments during the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,

Beginning balance $ 584 $ 1,103

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Ending balance $ 390 $ 667

Six Months Ended June 30,

Nine Months Ended September 30,

Beginning balance $ 558 $ 1,642

Provision for (reversal of) credit losses 26 ( 539 )

Reversal of credit losses ( 168 ) ( 975 )

Ending balance $ 390 $ 667

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Recurring Measurements

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 June 30, 2025 and December 31, 2024:

Fair Value Measurements Using

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(Level 2) Significant

June 30, 2025

September 30, 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 six months ended June 30, 2025.

There have been no significant changes in the valuation techniques during the nine months ended September 30, 2025.

Available for Sale Securities

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

During the nine months ended September 30, 2025, approximately $ 1.3 million of state and municipal obligations were transferred from Level 2 to Level 3 due to the absence of observable market inputs and reliance on the original purchase price for valuation.

There was no other activity in Level 3 investments during the nine months ended September 30, 2025.

Nonrecurring Measurements

As of June 30, 2025 and December 31, 2024, there were no assets or liabilities measured at fair value on a nonrecurring basis.

As of September 30, 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 June 30, 2025 and December 31, 2024:

The following tables present estimated fair values of the Company’s financial instruments at September 30, 2025 and December 31, 2024:

Fair Value Measurements Using

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(Level 2) Significant

June 30, 2025

September 30, 2025

Financial assets

Cash and cash equivalents $ 34,265 $ 34,265 $ — $ —

Interest-earning time deposits 300 — 300 —

Available for sale securities 250,449 794 248,330 1,325

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

Three Months Ended June 30,

Three Months Ended September 30,

Net income $ 3,597 $ 2,472

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Diluted Earnings Per Share $ 0.36 $ 0.24

Six Months Ended June 30,

Nine Months Ended September 30,

Net income $ 8,167 $ 6,901

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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 $ 66,000 and $ 130,000 for the three and six months ended June 30, 2025, and $ 70,000 and $ 138,000 for the three and six months ended June 30, 2024, respectively.

The Company’s expense for the plan was $ 61,000 and $ 192,000 for the three and nine months ended September 30, 2025, respectively, and $ 76,000 and $ 214,000 for the three and nine months ended September 30, 2024, respectively.

Employee Stock Ownership Plan

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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, 761,982 and 789,035 shares of common stock acquired by the ESOP were shown as a reduction of stockholders’ equity at June 30, 2025 and December 31, 2024, respectively.

Accordingly, 748,456 and 789,035 shares of common stock acquired by the ESOP were shown as a reduction of stockholders’ equity at September 30, 2025 and December 31, 2024, respectively.

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

ESOP expense for the three and six months ended June 30, 2025 was $ 181,000 and $ 360,000 , respectively, and was $ 156,000 and $ 310,000 for the three and six months ended June 30, 2024, respectively.

ESOP expense for the three and nine months ended September 30, 2025 was $ 193,000 and $ 552,000 , respectively, and was $ 167,000 and $ 476,000 for the three and nine months ended September 30, 2024, respectively.

September 30,

2025 December 31,

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On April 1, 2021, the Company awarded an additional 4,000 shares of common stock under the 2020 EIP with a grant date fair value of $ 13.86 (total fair value of $ 55,000 at issuance) to eligible participants.

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

These awards vested in five equal annual installments with the first vesting having occurred on June 30, 2021.

As of September 30, 2025, these awards were fully vested.

On July 15, 2025, the Company awarded 37,126 shares of common stock under the 2020 EIP with a grant date fair value of $ 13.37 per share (total fair value of $ 496,000 at issuance) to eligible participants.

These awards vest in five equal installments with the first vesting occurring on June 30, 2026.

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 six months ended June 30, 2025.

Six Months Ended June 30, 2025

The following table summarizes the restricted stock award activity in the 2020 EIP during the nine months ended September 30, 2025.

Nine Months Ended September 30, 2025

Number of Restricted Shares Weighted Average Grant Date Fair Value

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

Granted 37,126 13.37

Vested ( 83,379 ) 10.55

Forfeited — —

Non-vested, June 30, 2025 — —

Total compensation cost recognized in the Condensed Consolidated Statements of Income for restricted stock awards during the three and six months ended June 30, 2025 was $ 217,000 and $ 434,000 , and the related tax benefit recognized was $ 46,000 and $ 91,000 , respectively.

As of June 30, 2025, there was no unrecognized compensation expense related to restricted stock awards.

Non-vested, September 30, 2025 37,126 13.37

Total compensation cost recognized in the Condensed Consolidated Statements of Income for restricted stock awards during the three and nine months ended September 30, 2025 was $ 22,000 and $ 456,000 , and the related tax benefit recognized was $ 5,000 and $ 96,000 , respectively.

As of September 30, 2025, there was $ 474,000 of unrecognized compensation expense related to restricted stock awards.

Stock Option Plan.

On October 1, 2020, the Company awarded options to purchase 1,095,657 shares of common stock under the 2020 EIP with an exercise price of $ 10.53 per share, the fair value of a share of the Company's common stock on the date of grant, to eligible participants.

grant, to eligible participants.

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

These awards vested in five equal annual installments with the first vesting having occurred on June 30, 2021.

As of September 30, 2025, these awards were fully vested.

On July 15, 2025, the Company awarded options to purchase 55,467 shares of common stock under the 2020 EIP with an exercise price of $ 13.37 per share, the fair value of a share of the Company's common stock on the date of grant, to eligible participants.

These awards vest in five equal annual installments with the first vesting occurring on June 30, 2026.

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 six months ended June 30, 2025.

Six Months Ended June 30, 2025

The following table summarizes the stock option activity in the 2020 EIP during the nine months ended September 30, 2025.

Nine Months Ended September 30, 2025

Number of Shares Weighted-Average Exercise Price

Balance at beginning of period 1,016,497 $ 10.55

Granted 55,467 13.37

Exercised — —

Forfeited/expired — —

Balance, June 30, 2025 1,016,497 10.55

Balance, September 30, 2025 1,071,964 10.55

Exercisable at end of period 1,016,497 $ 10.55

The fair value of options granted is estimated on the date of the grant using a Black Scholes model with the following assumptions:

April 1, 2021

July 15, 2025

Dividend yields 4.49 %

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Expected life of options 6.5 years

A summary of the status of the Company stock option shares as of June 30, 2025 is presented below.

A summary of the status of the Company stock option shares as of September 30, 2025 is presented below.

Shares Weighted Average Grant Date Fair Value

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Vested ( 204,096 ) 2.91

Non-vested, June 30, 2025 — $ —

Total compensation cost recognized in the Condensed Consolidated Statements of Income for option-based payment arrangements for the three and six months ended June 30, 2025 was $ 146,000 and $ 293,000 , and the related tax benefit recognized was $ 16,000 and $ 31,000 , respectively.

As of June 30, 2025, there was no unrecognized compensation expense related to the stock option awards.

Granted 55,467 3.00

Forfeited — —

Non-vested, September 30, 2025 55,467 $ 3.00

Total compensation cost recognized in the Condensed Consolidated Statements of Income for option-based payment arrangements for the three and nine months ended September 30, 2025 was $ 7,000 and $ 300,000 , and the related tax benefit recognized was $ 0 and $ 31,000 , respectively.

As of September 30, 2025, there was $ 154,000 in unrecognized compensation expense related to the stock option awards.

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 June 30, 2025 and December 31, 2024, the balance of these investments in LIHTC totaled $ 864,000 and $ 951,000 , respectively.

At September 30, 2025 and December 31, 2024, the balance of these investments in LIHTC totaled $ 820,000 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 months ended June 30, 2025 and 2024.

Three Months Ended June 30, Six Months Ended June 30,

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, 2025 and 2024.

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

2025 2024 2025 2024

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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