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Item 2. Management’s Discussion and Analysis

2025-11-10 compared with 2025-08-08 · 173 added, 178 removed, 246 unchanged (59% of the section changed)

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Management’s discussion and analysis of financial condition of the Richmond Mutual Bancorporation, Inc.

(the “Company”) at June 30, 2025, and the consolidated results of operations for the three and six month periods ended June 30, 2025, compared to the same periods in 2024, is intended to assist in understanding the financial condition and results of operations of the Company.

(the “Company”) at September 30, 2025, and the consolidated results of operations for the three and nine month periods ended September 30, 2025, compared to the same periods in 2024, is intended to assist in understanding the financial condition and results of operations of the Company.

The information contained in this section should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto appearing in Part I, Item 1, of this Form 10-Q.

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• changes in consumer spending, borrowing and savings habits;

• changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission ("SEC") or the Public Company Accounting Oversight Board, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods;

• changes in accounting policies and practices, as may be adopted by banking regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission ("SEC") or the Public Company Accounting Oversight Board, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods;

• legislation or regulatory changes, including but not limited to shifts in capital requirements, banking regulation, tax laws, or consumer protection laws;

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The former Mutual Federal Savings Bank continues to operate in Ohio under the name Mutual Federal, a division of First Bank Richmond.

First Bank Richmond provides full banking services through its seven full- and one limited-service offices located in Cambridge City (1), Centerville (1), Richmond (5) and Shelbyville (1), Indiana, its five full-service offices located in Piqua (2), Sidney (2) and Troy (1), Ohio, and its loan production office in Columbus, Ohio.

First Bank Richmond provides a full range of banking services through its seven full- and one limited-service offices located in Cambridge City (1), Centerville (1), Richmond (5) and Shelbyville (1), Indiana, its five full-service offices located in Piqua (2), Sidney (2) and Troy (1), Ohio, and its loan production office in Columbus, Ohio.

Administrative, trust and wealth management services are conducted through First Bank Richmond’s Corporate Office/Financial Center located in Richmond, Indiana.

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Funds not invested in loans generally are invested in investment securities, including mortgage-backed and mortgage-related securities and government sponsored agency and municipal bonds.

First Bank Richmond generates commercial, mortgage and consumer loans and leases and receives deposits from customers located primarily in Wayne and Shelby Counties, in Indiana and Shelby, Miami and Franklin (no deposits) Counties, in Ohio.

We sometimes refer to these counties as our primary market area.

First Bank Richmond’s loans are generally secured by specific items of collateral including real property, consumer assets and business assets.

Our leasing operation consists of direct investments in equipment that we lease (referred to as direct finance leases) to small businesses located throughout the United

Our lease portfolio consists of various kinds of equipment, generally technology-related, such as computer systems, medical equipment and general manufacturing, industrial, construction and transportation equipment.

We seek leasing transactions where we believe the equipment leased is integral to the lessee's business.

We also provide trust and wealth management services, including serving as executor and trustee under wills and deeds and as guardian and custodian of employee benefits, and manage private investment accounts for individuals and institutions.

Total wealth management assets under management and administration were $214.2 million at June 30, 2025.

Our results of operations are primarily dependent on net interest income.

Net interest income is the difference between interest income, which is the income that is earned on loans and investments, and interest expense, which is the interest that is paid on deposits and borrowings.

Other significant sources of pre-tax income are service charges (mostly from service charges on deposit accounts and loan servicing fees), and fees from sale of residential mortgage loans originated for sale in the secondary market.

We also recognize income from the sale of investment securities.

Changes in market interest rates, the slope of the yield curve, and interest we earn on interest-earning assets or pay on interest-bearing liabilities, as well as the volume and types of interest-earning assets, interest-bearing and noninterest-bearing liabilities and shareholders’ equity, usually have the largest impact on changes in our net interest spread, net interest margin and net interest income during a reporting period.

At June 30, 2025, on a consolidated basis, we had $1.5 billion in assets, $1.2 billion in loans and leases, net of allowance, $1.1 billion in deposits, and $132.3 million in stockholders’ equity.

At June 30, 2025, First Bank Richmond’s total risk-based capital ratio was 14.24%, exceeding the 10.0% requirement for a well-capitalized institution.

For the six months ended June 30, 2025, net income was $4.6 million, compared with net income of $4.4 million for the six months ended June 30, 2024.

First Bank Richmond generates commercial, mortgage and consumer loans and leases and gathers deposits primarily within Wayne and Shelby Counties, Indiana and Shelby, Miami, and Franklin (no deposits) Counties, Ohio, which together comprises its primary market area.

First Bank Richmond also operates a nationwide equipment leasing business, focusing on direct financing leases for equipment integral to small and mid-sized business operations, including technology, medical, manufacturing, industrial, construction, and transportation equipment.

First Bank Richmond's trust and wealth management

division provides fiduciary, investment management, and custodial services.

Wealth management assets under management and administration totaled $246.0 million at September 30, 2025.

Our results of operations are primarily dependent on net interest income, the difference between interest income earned on loans and investments and interest expense paid on deposits and borrowings.

Other significant sources of income include service charges on deposit accounts, loan servicing fees, gains on sales of residential mortgage loans, and securities transactions.

Changes in market interest rates, the shape of the yield curve, and the mix and volume of interest-earning assets and interest-bearing liabilities significantly affect the Company's net interest margin and profitability.

At September 30, 2025, on a consolidated basis, we had $1.5 billion in assets, $1.2 billion in loans and leases, net of allowance, $1.1 billion in deposits, and $140.0 million in stockholders’ equity.

At September 30, 2025, First Bank Richmond’s total risk-based capital ratio was 14.36%, exceeding the 10.0% requirement for a well-capitalized institution.

For the nine months ended September 30, 2025, net income was $8.2 million, compared with net income of $6.9 million for the nine months ended September 30, 2024.

Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with GAAP.

We prepare our consolidated financial statements in accordance with generally accepted accounting principles in the United States ("GAAP").

In doing so, we have to make estimates and assumptions.

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We have reviewed our critical accounting estimates with the audit committee of our Board of Directors.

There have been no significant changes during the six months ended June 30, 2025 to the critical accounting estimates reported in Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Form 10-K.

There have been no significant changes during the nine months ended September 30, 2025 to the critical accounting estimates reported in Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Form 10-K.

See "Critical Accounting Estimates" included in Part II, Item 7 of our 2024 Form 10-K for a further discussion of our Critical Accounting Estimates.

Comparison of Financial Condition at June 30, 2025 and December 31, 2024

Total assets increased $2.9 million, or 0.2%, to $1.5 billion at June 30, 2025 from December 31, 2024.

Comparison of Financial Condition at September 30, 2025 and December 31, 2024

Total assets increased $20.7 million, or 1.4%, to $1.5 billion at September 30, 2025 from December 31, 2024.

The increase was primarily the result of a $19.4 million, or 1.7%, increase in loans and leases, net of allowance for credit losses, to $1.2 billion, and a $12.5 million, or 57.5%, increase in cash and cash equivalents to $34.3 million.

These increases were partially offset by a $9.4 million, or 3.6%, decrease in investment securities to $252.3 million, and a $1.6 million decrease in other assets, primarily deferred tax assets.

These increases were partially offset by an $8.5 million, or 3.2%, decrease in investment securities to $253.2 million, and a $3.1 million decrease in other assets, primarily deferred tax assets.

Investment Securities.

Investment securities available for sale totaled $249.3 million and $258.2 million, while investment securities held to maturity totaled $2.9 million and $3.5 million at June 30, 2025 and December 31, 2024, respectively.

The $8.8 million, or 3.4%, decrease in investment securities available for sale was primarily due to maturities and principal repayments of $8.9 million and $6.8 million in sales of securities, partially offset by a $3.0 million upward mark-to-market adjustment on the investment portfolio resulting from lower market interest rates and purchases of securities totaling $4.3 million.

Investment securities available for sale totaled $250.4 million and $258.2 million, while investment securities held to maturity totaled $2.8 million and $3.5 million at September 30, 2025 and December 31, 2024, respectively.

The $7.7 million, or 3.0%, decrease in investment securities available for sale was primarily due to $14.8 million in maturities and principal repayments and $6.8 million in sales of securities, partially offset by a $9.7 million upward mark-to-market adjustment on the investment portfolio resulting from lower market interest rates and $4.8 million in purchases of securities.

The $726,000 decrease in investment securities held to maturity was the result of scheduled principal repayments and maturities.

The proceeds received from the maturities and repayments were primarily used to fund loan growth.

The proceeds received from the maturities and repayments of investment securities were primarily used to fund loan growth consistent with the Company's strategy to prioritize higher-yielding assets in a moderating interest rate environment.

Loans and Leases.

Loans and leases, net of allowance for credit losses on loans and leases, increased $9.0 million, or 0.8%, to $1.2 billion at June 30, 2025 from December 31, 2024.

The increase in loans and leases was attributable to increases in commercial real estate, commercial and industrial, and multi-family loans of $21.9 million, $14.3 million, and $5.9 million,

respectively.

Loans and leases, net of allowance for credit losses on loans and leases, increased $19.4 million, or 1.7%, to $1.2 billion at September 30, 2025 from December 31, 2024.

The increase in loans and leases was attributable to increases in commercial real estate, multi-family, and commercial and industrial loans of $49.0 million, $31.1 million, and $12.0 million, respectively.

These increases were partially offset by a $65.1 million decrease in construction and development loans.

At June 30, 2025, loans held for sale totaled $136,000, compared to $1.1 million at December 31, 2024.

Nonaccrual loans and leases totaled $5.6 million at June 30, 2025, compared to $5.1 million at December 31, 2024.

The increase was primarily due to a $530,000 increase in nonaccrual direct financing leases, which increased to $564,000 from $34,000.

Accruing loans and leases past due 90 days or more totaled $2.5 million and $1.7 million at June 30, 2025 and December 31, 2024, respectively.

The increase in accruing loans past due 90 days or more was primarily due to one commercial real estate loan of $704,000.

At June 30, 2025, this loan had a loan to value ratio of 79.1%, and was largely guaranteed by the U.S.

Small Business Administration ("SBA").

Nonperforming loans and leases, consisting of nonaccrual loans and leases and accruing loans and leases 90 days or more past due, totaled $8.1 million, or 0.68% of total loans and leases, at June 30, 2025, compared to $6.8 million, or 0.58% of total loans and leases, at December 31, 2024.

At September 30, 2025, loans held for sale totaled $1.4 million, compared to $1.1 million at December 31, 2024.

Nonaccrual loans and leases totaled $6.4 million at September 30, 2025, compared to $5.1 million at December 31, 2024.

The increase was primarily due to one commercial real estate loan of $704,000.

At September 30, 2025, this loan had a loan to value ratio of 79.1%, and was largely guaranteed by the U.S.

Small Business Administration.

Accruing loans and leases past due 90 days or more totaled $4.4 million and $1.7 million at September 30, 2025 and December 31, 2024, respectively.

The increase in accruing loans past due 90 days or more was primarily due to one multi-family loan of $2.4 million, which was not past due at December 31, 2024.

Nonperforming loans and leases, consisting of nonaccrual loans and leases and accruing loans and leases 90 days or more past due, totaled $10.8 million, or 0.90% of total loans and leases, at September 30, 2025, compared to $6.8 million, or 0.58% of total loans and leases, at December 31, 2024.

Allowance for Credit Losses.

The allowance for credit losses on loans and leases increased $428,000, or 2.7%, to $16.2 million at June 30, 2025 from December 31, 2024.

At June 30, 2025, the allowance for credit losses on loans and leases totaled 1.37% of total loans and leases outstanding.

The allowance for credit losses on loans and leases increased $574,000, or 3.6%, to $16.4 million at September 30, 2025 from December 31, 2024.

At September 30, 2025, the allowance for credit losses on loans and leases totaled 1.37% of total loans and leases outstanding.

The increase in the allowance was primarily due to changes in portfolio composition, primarily growth in commercial real estate, multi-family, and commercial and industrial loans, which generally carry higher reserve requirements relative to other segments.

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At December 31, 2024, the allowance for credit losses on loans and leases totaled $15.8 million, or 1.34% of total loans and leases outstanding.

Net charge-offs during the first half of 2025 totaled $1.0 million, and were primarily attributable to direct financing leases, compared to net charge-offs of $774,000 during the first half of 2024.

Net charge-offs during the first nine months of 2025 totaled $1.3 million, and were primarily attributable to direct financing leases, compared to net charge-offs of $1.2 million during the first nine months of 2024.

Management regularly analyzes conditions within its geographic markets and evaluates its loan and lease portfolio.

The Company evaluated its exposure to potential loan and lease losses as of June 30, 2025, which evaluation included consideration of a potential recession due to inflation, stock market volatility, and overall geopolitical tensions.

The Company evaluated its exposure to potential loan and lease losses as of September 30, 2025, which evaluation included consideration of a potential recession due to inflation, stock market volatility, and overall geopolitical tensions.

Credit metrics are being reviewed and stress testing is being performed on the loan portfolio on an ongoing basis.

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Other Assets .

Other assets decreased $1.6 million, or 7.2%, to $20.9 million at June 30, 2025 from $22.5 million at December 31, 2024.

Other assets decreased $3.1 million, or 13.7%, to $19.4 million at September 30, 2025 from $22.5 million at December 31, 2024.

The decrease was primarily caused by a reduction in the Company's deferred tax asset, reflecting lower unrealized losses in the available for sale investment portfolio following a decline in market rates.

Total deposits increased $2.4 million, or 0.2%, to $1.1 billion at June 30, 2025 from December 31, 2024.

The increase in deposits primarily was due to an increase in interest-bearing demand deposits of $12.0 million, and retail (non-brokered) time deposits of $10.5 million.

These increases were partially offset by decreases in brokered time deposits of $18.1 million, and noninterest-bearing accounts of $3.9 million.

Brokered deposits totaled $239.5 million, or 21.8% of total deposits, at June 30, 2025, compared to $257.6 million, or 23.5% of total deposits, at December 31, 2024.

At June 30, 2025, noninterest-bearing deposits totaled $106.2 million, or 9.7% of total deposits, compared to $110.1 million, or 10.1% of total deposits, at December 31, 2024.

Total deposits increased $24.3 million, or 2.2%, to $1.1 billion at September 30, 2025 from December 31, 2024.

The increase in deposits primarily was due to increases in retail (non-brokered) time deposits of $16.2 million, interest-bearing demand deposits of $10.4 million, and savings and money market accounts of $6.4 million.

These increases were partially offset by a decrease in brokered time deposits of $9.3 million.

Brokered deposits totaled $248.3 million, or 22.2% of total deposits, at September 30, 2025, compared to $257.6 million, or 23.5% of total deposits, at December 31, 2024.

At September 30, 2025, noninterest-bearing deposits totaled $110.8 million, or 9.9% of total deposits, compared to $110.1 million, or 10.1% of total deposits, at December 31, 2024.

Management attributes the shift from transaction accounts to time deposits to customer demand for higher yields, as financial institutions continue to offer competitive rates on certificates of deposit in response to elevated market rate levels during late 2024.

Although the Federal Reserve began lowering rates in late 2024, deposit pricing remains responsive to competitive pressures and customer preferences for rate certainty.

As of June 30, 2025, approximately $249.8 million of our deposit portfolio, or 22.8% of total deposits, excluding collateralized public deposits, was uninsured.

As of September 30, 2025, approximately $262.3 million of our deposit portfolio, or 23.5% of total deposits, excluding collateralized public deposits, was uninsured.

The uninsured amounts are estimated based on the methodologies and assumptions used for First Bank Richmond's regulatory reporting requirements.

Total borrowings, consisting solely of FHLB advances, increased $2.0 million, or 0.8%, to $267.0 million at June 30, 2025, compared to $265.0 million at December 31, 2024.

The increased borrowings were used to fund loan growth.

Total borrowings, consisting solely of FHLB advances, decreased $11.0 million, or 4.2%, to $254.0 million at September 30, 2025, compared to $265.0 million at December 31, 2024.

The decrease primarily reflected scheduled maturities of term advances and reduced liquidity needs resulting from deposit growth during the period.

The weighted-average interest rate on FHLB advances was 4.05% at September 30, 2025, compared to 3.96% at December 31, 2024.

Management strategically utilizes FHLB advances to supplement deposit funding, support loan growth, and manage interest rate risk.

During the first nine months of 2025, the Company allowed a portion of higher-cost advances to mature without replacement, consistent with its efforts to reduce wholesale funding reliance and manage funding costs.

Management will continue to monitor borrowing needs and adjust FHLB advances as necessary to maintain liquidity and support lending activities.

Stockholders’ Equity.

Stockholders’ equity totaled $132.3 million at June 30, 2025, a decrease of $550,000, or 0.4%, from December 31, 2024.

The decrease in stockholders' equity resulted from the payment of $2.9 million in dividends to Company stockholders and the repurchase of $5.6 million of Company common stock, partially offset by net income of $4.6 million and a decrease in AOCL of $2.4 million.

The decrease in AOCL was a result of improved fair values in the Company's available for sale investment portfolio, resulting from a reduction in market rates of interest.

At December 31, 2024, the available for sale portfolio had a net unrealized loss of $58.0 million compared to a net unrealized loss of $55.0 million at

June 30, 2025.

The AOCL impact to equity, after tax affecting the unrealized loss, was $43.4 million at June 30, 2025 compared to $45.8 million at December 31, 2024.

The Company repurchased 425,823 shares of Company common stock at an average price of $13.14 per share for a total of $5.6 million during the first half of 2025.

The Company's equity to asset ratio was 8.78% at June 30, 2025.

At June 30, 2025, the Bank's Tier 1 capital to total assets ratio was 10.75% and the Bank's capital was well in excess of all regulatory requirements.

Comparison of Results of Operations for the Three Months Ended June 30, 2025 and 2024.

Net income for the three months ended June 30, 2025 was $2.6 million, a $541,000 or 26.3% increase from net income of $2.1 million for the three months ended June 30, 2024.

Diluted earnings per share were $0.26 for the second quarter of 2025, compared to $0.20 diluted earnings per share for the second quarter of 2024.

Stockholders’ equity totaled $140.0 million at September 30, 2025, an increase of $7.2 million, or 5.4%, from December 31, 2024.

The increase primarily resulted from net income of $8.2 million and a $7.7 million decrease in accumulated other comprehensive loss, reflecting improved fair values in the Company's available for sale investment portfolio due to lower market rates of interest.

At December 31, 2024, the available for sale portfolio had a net unrealized loss of $58.0 million compared to a net unrealized loss of $48.2 million at September 30, 2025.

The after-tax impact of the AOCL on equity was $38.1 million at September 30, 2025 compared to $45.8 million at December 31, 2024.

Partially offsetting these increases were dividend payments of $4.4 million and repurchases of $5.6 million of Company common stock.

The Company repurchased 425,823 shares of Company common stock at an average price of $13.14 per share during the first nine months of 2025.

The Company's equity to asset ratio was 9.18% at September 30, 2025.

At September 30, 2025, First Bank Richmond's Tier 1 capital to total assets ratio was 10.85% and its capital was well in excess of all regulatory requirements.

Comparison of Results of Operations for the Three Months Ended September 30, 2025 and 2024.

Net income for the three months ended September 30, 2025 was $3.6 million, a $1.1 million or 45.5% increase from net income of $2.5 million for the three months ended September 30, 2024.

Diluted earnings per share were $0.36 for the third quarter of 2025, compared to $0.24 diluted earnings per share for the third quarter of 2024.

The increase in net income primarily was the result of an increase in net interest income of $1.9 million, partially offset by a $368,000 increase in the provision for credit losses.

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Interest Income.

Interest income increased $1.3 million, or 6.3%, to $21.3 million during the quarter ended June 30, 2025, compared to $20.1 million during the quarter ended June 30, 2024.

Interest income on loans and leases increased $1.4 million, or 7.7%, to $19.2 million for the quarter ended June 30, 2025, from $17.8 million for the comparable quarter in 2024, due to an increase in the average balance of loans and leases of $28.6 million, and an increase of 31 basis points in the average yield earned on loans and leases as new loans and leases were originated at higher rates and existing variable rate loans in the portfolio adjusted upward due to the overall higher interest rate environment.

The average outstanding loan and lease balance was $1.2 billion for the quarter ended June 30, 2025 and $1.1 billion for the same quarter of 2024.

The average yield on loans and leases was 6.51% for the quarter ended June 30, 2025, compared to 6.20% for the comparable quarter in 2024.

Interest income on investment securities, excluding FHLB stock, decreased $123,000, or 7.1%, to $1.6 million for the second quarter of 2025 from the comparable quarter in 2024.

The decrease was due to a $21.4 million decrease in the average balance, primarily as a result of maturities and paydowns on securities being used to fund loan growth, partially offset by a two basis point increase in the average yield earned on investment securities.

The average yield on investment securities, excluding FHLB stock, increased to 2.56% for the second quarter of 2025, compared to 2.54% for the second quarter of 2024.

The average balance of investment securities, excluding FHLB stock, decreased to $251.7 million for the quarter ended June 30, 2025, compared to $273.1 million for the quarter ended June 30, 2024.

Dividends on FHLB stock decreased $13,000, or 4.0%, during the quarter ended June 30, 2025, from the comparable quarter in 2024, resulting in an average yield on FHLB stock of 8.89% for the three months ended June 30, 2025, compared to 9.26% for the three months ended June 30, 2024.

Interest income on cash and cash equivalents increased $25,000, or 11.5%, to $243,000 during the quarter ended June 30, 2025 from the comparable quarter in 2024, due to a $7.7 million increase in the average balance of cash and cash equivalents, partially offset by a 127 basis point decrease in the average yield.

Interest income increased $1.6 million, or 7.7%, to $21.8 million during the quarter ended September 30, 2025, compared to $20.3 million during the quarter ended September 30, 2024.

Interest income on loans and leases increased $1.6 million, or 8.9%, to $19.7 million for the quarter ended September 30, 2025, from $18.1 million for the comparable quarter in 2024, due to an increase in the average balance of loans and leases of $33.2 million, and an increase of 36 basis points in the average yield earned on loans and leases as new loans and leases were originated at higher rates and existing variable rate loans in the portfolio adjusted upward due to the overall higher interest rate environment.

The average outstanding loan and lease balance was $1.2 billion for the quarters ended September 30, 2025 and 2024.

The average yield on loans and leases was 6.63% for the quarter ended September 30, 2025, compared to 6.27% for the comparable quarter in 2024.

Interest income on investment securities, excluding FHLB stock, decreased $80,000, or 4.7%, to $1.6 million for the third quarter of 2025 from the comparable quarter in 2024.

The decrease was due to a $21.0 million decrease in the average balance, primarily as a result of maturities and paydowns on securities being used to fund loan growth, partially offset by an eight basis point increase in the average yield earned on investment securities.

The average yield on investment securities, excluding FHLB stock, increased to 2.59% for the third quarter of 2025, compared to 2.51% for the third quarter of 2024.

The average balance of investment securities, excluding FHLB stock, decreased to $249.9 million for the quarter ended September 30, 2025, compared to $270.9 million for the quarter ended September 30, 2024.

Dividends on FHLB stock increased $12,000, or 4.0%, during the quarter ended September 30, 2025, from the comparable quarter in 2024, resulting in an average yield on FHLB stock of 9.03% for the three months ended September 30, 2025, compared to 8.69% for the three months ended September 30, 2024.

Interest income on cash and cash equivalents increased $15,000, or 8.0%, to $203,000 during the quarter ended September 30, 2025 from the comparable quarter in 2024, due to a $5.1 million increase in the average balance of cash and cash equivalents, partially offset by an 87 basis point decrease in the average yield.

Interest Expense.

Interest expense increased $77,000, or 0.7%, to $10.6 million for the quarter ended June 30, 2025, compared to the quarter ended June 30, 2024.

Interest expense on deposits decreased $189,000, or 2.4%, to $7.8 million for the quarter ended June 30, 2025, from the comparable quarter in 2024.

The decrease in interest expense on deposits primarily was attributable to a nine basis point decrease in the average rate paid on interest-bearing deposits, partially offset by a $4.3 million increase in the average balance.

The average rate paid on interest-bearing deposits was 3.14% for the quarter ended June 30, 2025, compared to 3.23% for the quarter ended June 30, 2024.

The average balance of interest-bearing deposits was $995.4 million for the quarter ended June 30, 2025, compared to $991.1 million in the comparable quarter in 2024.

Interest expense on FHLB borrowings increased $267,000, or 10.6%, to $2.8 million in the second quarter of 2025 compared to $2.5 million for the same quarter in 2024, due to an increase in the average rate paid on FHLB borrowings of 35 basis points.

The average rate paid on FHLB borrowings was 4.24% for the quarter ended June 30, 2025, compared to 3.89% for the second quarter of 2024.

The average balance of FHLB borrowings totaled $262.1 million during the quarter ended June 30, 2025, compared to $257.9 million for the quarter ended June 30, 2024.

Interest expense decreased $310,000, or 2.9%, to $10.5 million for the quarter ended September 30, 2025, compared to $10.8 million for the quarter ended September 30, 2024.

Interest expense on deposits decreased $574,000, or 6.9%, to $7.8 million for the quarter ended September 30, 2025, from $8.3 million for the comparable quarter in 2024.

The decrease in interest expense on deposits primarily was attributable to a 19 basis point decrease in the average rate paid on interest-bearing deposits and an $11.9 million decrease in the average balance.

The average rate paid on interest-bearing deposits was 3.14% for the quarter ended September 30, 2025, compared to 3.33% for the quarter ended September 30, 2024.

The average balance of interest-bearing deposits was $989.0 million for the quarter ended September 30, 2025, compared to $1.0 billion in the comparable quarter in 2024.

Interest expense on FHLB borrowings increased $264,000, or 10.6%, to $2.8 million in the third quarter of 2025 compared to $2.5 million for the same quarter in 2024, due to an increase in the average rate paid on FHLB borrowings of eight basis points and an increase in the average balance of $21.0 million.

The average rate paid on FHLB borrowings was 4.16% for the quarter ended September 30, 2025, compared to 4.08% for the third quarter of 2024.

The average balance of FHLB borrowings totaled $265.8 million during the quarter ended September 30, 2025, compared to $244.8 million for the quarter ended September 30, 2024.

Management continues to actively evaluate funding mix and pricing strategies to balance interest expense with overall liquidity needs.

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Net Interest Income.

Net interest income before the provision for credit losses increased $1.2 million, or 12.4%, to $10.8 million for the second quarter of 2025, compared to $9.6 million for the second quarter of 2024.

This increase was due to a 29 basis point increase in the average interest rate spread and a $6.3 million increase in average net earning assets.

improved spread reflects a favorable shift in asset yields outpacing the increase in funding costs, as loans and investment securities repriced or were originated at higher market rates.

Net interest margin (annualized) was 2.93% for the three months ended June 30, 2025, compared to 2.64% for the three months ended June 30, 2024.

The increase in net interest margin was attributable to improved asset yields, particularly on loans and leases, outpacing the modest rise in funding costs.

Net interest income before the provision for credit losses increased $1.9 million, or 19.7%, to $11.3 million for the third quarter of 2025, compared to $9.4 million for the third quarter of 2024.

This increase was due to a 49 basis point increase in the average interest rate spread and an $8.2 million increase in average net earning assets.

The improved spread reflects a favorable shift in asset yields as loans and investment securities repriced to or were originated at higher market rates, paired with a slight decrease in funding costs.

Net interest margin (annualized) was 3.07% for the three months ended September 30, 2025, compared to 2.60% for the three months ended September 30, 2024.

The increase in net interest margin was attributable to improved asset yields, particularly on loans and leases, paired with a slight decrease in funding costs.

The Company also benefited from a more favorable asset repricing environment following the Federal Reserve's rate cuts in late 2024, which reduced deposit costs while asset yields remained elevated.

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Loan fees are included in interest income on loans and are not material.

Three Months Ended June 30,

Three Months Ended September 30,

Outstanding Interest

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Provision for Credit Losses.

A provision for credit losses of $745,000 was recognized during the three months ended June 30, 2025, compared to a provision for credit losses of $270,000 for the three months ended June 30, 2024.

Net charge-offs during the second quarter of 2025 were $626,000, compared to $450,000 in the second quarter of 2024.

A provision for credit losses of $269,000 was recognized during the three months ended September 30, 2025, compared to a reversal of credit losses of $99,000 for the three months ended September 30, 2024.

Net charge-offs during the third quarter of 2025 were $317,000, compared to $464,000 in the third quarter of 2024.

The increased provision for credit losses during the quarter was primarily due to loan growth in the commercial real estate and commercial and industrial loan portfolios, which generally carry higher estimated loss rates compared to other segments.

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Noninterest Income.

Noninterest income decreased $32,000, or 2.9%, to $1.1 million for the quarter ended June 30, 2025, compared to the same quarter in 2024.

The decline resulted primarily from an increase in net losses on sales of securities of $95,000, partially offset by higher card fee income and other income.

Card fee income increased $34,000, or 11.4%, to $336,000, primarily due to higher transaction volume and increased customer utilization of debit and credit card services.

Other income increased $13,000, or 3.8%, to $354,000 for the quarter ended June 30, 2025, compared to $341,000 for the comparable quarter in 2024 due to increased wealth management income.

Additionally, net gains on loan and lease sales increased $11,000, or 12.2%, in the second quarter of 2025 from the comparable quarter in 2024.

Noninterest income decreased $27,000, or 2.0%, to $1.3 million for the quarter ended September 30, 2025, compared to the same quarter in 2024.

The decline resulted primarily from a decrease in net gains on loan and lease sales, partially offset by higher loan and lease servicing fees and other income.

Net gains on loan and lease sales decreased $117,000, or 55.3%, to $94,000 during the quarter ended September 30, 2025, compared to $211,000 during the comparable quarter in 2024, primarily due to reduced mortgage banking activity.

Loan and lease servicing fees increased $42,000, or 34.3%, to $164,000 for the quarter ended September 30, 2025, compared to $122,000 for the comparable quarter in 2024, due to increased fees received from the payoff of serviced loans.

Other income increased $50,000, or 14.2%, to $404,000 for the quarter ended September 30, 2025, compared to $354,000 for the comparable quarter in 2024, due to increased wealth management income driven by improved market performance and a higher amount of client assets under management.

Noninterest Expense.

Noninterest expense increased $58,000, or 0.7%, to $8.1 million for the three months ended June 30, 2025, compared to the same period in 2024.

Salaries and employee benefits increased $95,000, or 2.0%, to $4.8 million, primarily due to annual merit increases and higher staffing levels.

Legal and professional fees decreased $33,000, or 6.9%, reflecting lower external consulting and legal service costs.

Deposit insurance expense decreased $76,000, or 20.0%, primarily due to changes in the Company's asset and deposit mix.

Noninterest expense increased $67,000, or 0.8%, to $8.1 million for the three months ended September 30, 2025, compared to the same period in 2024.

Salaries and employee benefits decreased $80,000, or 1.8%, to $4.5 million, primarily due to reduced equity compensation expenses.

Legal and professional fees increased $77,000, or 16.7%, reflecting higher external consulting and legal service costs.

Deposit insurance expense decreased $74,000, or 19.5%, primarily due to shifts in First Bank Richmond's asset and deposit mix and related assessments.

Data processing fees increased $61,000, or 6.8%, to $955,000, primarily due to increased software implementation expenses.

Income Tax Expense.

The provision for income taxes increased $77,000 during the three months ended June 30, 2025, compared to the same period in 2024.

The effective tax rate for the second quarter of 2025 was 12.8% compared to 12.9% for the same quarter a year ago.

Comparison of Results of Operations for the Six Months Ended June 30, 2025 and 2024.

Net income for the six months ended June 30, 2025 was $4.6 million, a $141,000 or 3.2% increase from net income of $4.4 million for the six months ended June 30, 2024.

Diluted earnings per share were $0.46 for the first half of 2025, compared to $0.43 diluted earnings per share for the first half of 2024.

The increase in net income primarily was the result of an increase in net interest income of $1.6 million, partially offset by a $1.0 million increase in the provision for credit losses and a $214,000 increase in noninterest expense, with noninterest income remaining relatively unchanged.

The provision for income taxes increased $275,000 during the three months ended September 30, 2025, compared to the same period in 2024, as a result of higher pre-tax income.

The effective tax rate for the third quarter of 2025 was 15.2% compared to 13.0% for the same quarter a year ago.

The increase in the effective tax rate was a result of a higher level of pre-tax income, reducing the favorable impact of tax-exempt interest and deductions.

Comparison of Results of Operations for the Nine Months Ended September 30, 2025 and 2024.

Net income for the nine months ended September 30, 2025 was $8.2 million, a $1.3 million or 18.3% increase from net income of $6.9 million for the nine months ended September 30, 2024.

Diluted earnings per share were $0.82 for the first nine months of 2025, compared to $0.68 diluted earnings per share for the first nine months of 2024.

The increase in net income primarily was the result of an increase in net interest income of $3.5 million, partially offset by a $1.4 million increase in the provision for credit losses, a $441,000 increase in noninterest expense, and a $349,000 increase in the provision for income taxes.

Additionally, noninterest income decreased $26,000.

Interest Income.

Interest income increased $2.6 million, or 6.6%, to $42.2 million during the six months ended June 30, 2025, compared to $39.6 million during the six months ended June 30, 2024.

Interest income on loans and leases increased $2.9 million, or 8.3%, to $38.0 million for the six months ended June 30, 2025, from $35.1 million for the comparable period in 2024, due to an increase in the average balance of loans and leases of $48.1 million, and an increase of 28 basis points in the average yield earned on loans and leases as new loans and leases were originated at higher rates and existing variable rate loans in the portfolio adjusted upward due to the overall higher interest rate environment.

The average outstanding loan and lease balance was $1.2 billion for the six months ended June 30, 2025, compared to $1.1 billion for the same period of 2024.

The average yield on loans and leases was 6.44% for the six months ended June 30, 2025, compared to 6.16% for the comparable period in 2024.

Interest income on investment securities, excluding FHLB stock, decreased $267,000, or 7.6%, to $3.3 million for the first half of 2025 from the comparable period in 2024.

The decrease was due to a $21.6 million decrease in the average balance, primarily as a result of maturities and paydowns on securities being used to fund loan growth.

The average yield on investment securities, excluding FHLB stock, was 2.54% for both the first half of 2025 and the first half of 2024.

The average balance of investment securities, excluding FHLB stock, decreased to $256.9 million for the six months ended June 30, 2025, compared to $278.5 million for the six months ended June 30, 2024.

Dividends on FHLB stock decreased $26,000, or 4.0%, during the six months ended June 30, 2025, from the comparable period in 2024, resulting in an average yield on FHLB stock of 8.92% for the six months ended June 30, 2025,

compared to 9.35% for the six months ended June 30, 2024.

Interest income on cash and cash equivalents increased $17,000, or 4.8%, to $374,000 during the six months ended June 30, 2025 from the comparable period in 2024, due to a $3.9 million increase in the average balance of cash and cash equivalents, partially offset by a 79 basis point decrease in the average yield.

Interest income increased $4.1 million, or 7.0%, to $64.0 million during the nine months ended September 30, 2025, compared to $59.9 million during the nine months ended September 30, 2024.

Interest income on loans and leases increased $4.5 million, or 8.5%, to $57.6 million for the nine months ended September 30, 2025, from $53.1 million for the comparable period in 2024, due to an increase in the average balance of loans and leases of $38.9 million, and an increase of 30 basis points in the average yield earned on loans and leases as new loans and leases were originated at higher rates and existing variable rate loans in the portfolio adjusted upward due to the overall higher interest rate environment.

The average outstanding loan and lease balance was $1.2 billion for the nine months ended September 30, 2025, compared to $1.1 billion for the same period of 2024.

The average yield on loans and leases was 6.50% for the nine months ended September 30, 2025, compared to 6.20% for the comparable period in 2024.

Interest income on investment securities, excluding FHLB stock, decreased $349,000, or 6.7%, to $4.9 million for the first nine months of 2025 from the comparable period in 2024.

The decrease was due to a $21.4 million decrease in the average

balance, which resulted from maturities and paydowns that were used to fund loan growth.

The average yield on investment securities, excluding FHLB stock, was 2.56% for both periods.

The average balance of investment securities, excluding FHLB stock, decreased to $254.5 million for the nine months ended September 30, 2025, compared to $275.9 million for the nine months ended September 30, 2024.

Dividends on FHLB stock decreased $13,000, or 1.4%, during the nine months ended September 30, 2025, from the comparable period in 2024, resulting in an average yield on FHLB stock of 8.95% for the nine months ended September 30, 2025, compared to 9.12% for the nine months ended September 30, 2024.

Interest income on cash and cash equivalents increased $32,000, or 5.9%, to $577,000 during the nine months ended September 30, 2025 from the comparable period in 2024, due to a $4.3 million increase in the average balance of cash and cash equivalents, partially offset by an 80 basis point decrease in the average yield.

Interest Expense.

Interest expense increased $1.0 million, or 5.0%, to $21.2 million for the six months ended June 30, 2025, compared to the six months ended June 30, 2024.

Interest expense on deposits increased $589,000, or 3.9%, to $15.7 million for the six months ended June 30, 2025, from the comparable period in 2024.

The increase in interest expense on deposits primarily was attributable to a $24.2 million increase in the average balance of, and a five basis point increase in the average rate paid on, interest-bearing deposits.

The average rate paid on interest-bearing deposits was 3.16% for the six months ended June 30, 2025, compared to 3.11% for the six months ended June 30, 2024.

The average balance of interest-bearing deposits was $992.4 million for the six months ended June 30, 2025, compared to $968.2 million in the comparable period in 2024.

The increase in interest-bearing deposit balances and rates reflects ongoing competitive pressures for deposits, as well as a continued shift in customer preferences from non-maturity deposit products into higher-yielding time deposits.

Interest expense on FHLB borrowings increased $420,000, or 8.2%, to $5.5 million in the first half of 2025 compared to $5.1 million for the same period in 2024, due to an increase in the average rate paid on FHLB borrowings of 30 basis points.

The average rate paid on FHLB borrowings was 4.13% for the six months ended June 30, 2025, compared to 3.83% for the first half of 2024.

The average balance of FHLB borrowings totaled $268.3 million during the six months ended June 30, 2025, compared to $267.6 million for the period ended June 30, 2024.

Interest expense increased $699,000, or 2.3%, to $31.7 million for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.

Interest expense on deposits increased $15,000, or 0.1%, to $23.4 million for the nine months ended September 30, 2025, from the comparable period in 2024.

The increase in interest expense on deposits primarily was attributable to a $12.1 million increase in the average balance of interest-bearing deposits, partially offset by a four basis point decrease in the average rate paid, which declined to 3.15% for the nine months ended September 30, 2025, compared to 3.19% for the nine months ended September 30, 2024.

The average balance of interest-bearing deposits was $991.3 million for the nine months ended September 30, 2025, compared to $979.2 million in the comparable period in 2024.

Interest expense on FHLB borrowings increased $685,000, or 9.0%, to $8.3 million in the first nine months of 2025 compared to $7.6 million for the same period in 2024, primarily due to an increase in the average rate paid on FHLB borrowings of 23 basis points.

The average rate paid on FHLB borrowings was 4.14% for the nine months ended September 30, 2025, compared to 3.91% for the first nine months of 2024.

The average balance of FHLB borrowings totaled $267.5 million during the nine months ended September 30, 2025, compared to $259.9 million for the period ended September 30, 2024.

Net Interest Income.

Net interest income before the provision for credit losses increased $1.6 million, or 8.3%, to $21.0 million for the first six months of 2025, compared to $19.4 million for the first six months of 2024.

This increase was due to an 18 basis point increase in the average interest rate spread, partially offset by a decrease of $827,000 in average net earning assets.

Net interest income before the provision for credit losses increased $3.5 million, or 12.0%, to $32.3 million for the first nine months of 2025, compared to $28.8 million for the first nine months of 2024.

This increase was due to a 28 basis point increase in the average interest rate spread, and an increase of $2.2 million in average net earning assets.

The improved spread reflects a favorable shift in asset yields outpacing the increase in funding costs, as loans and investment securities repriced or were originated at higher market rates.

The modest decline in average net earning assets was primarily the result of higher average balances of interest-bearing deposits.

Net interest margin (annualized) was 2.86% for the six months ended June 30, 2025, compared to 2.69% for the six months ended June 30, 2024.

The decline in average net earning assets was primarily the result of higher average balances of interest-bearing deposits.

Net interest margin (annualized) was 2.93% for the nine months ended September 30, 2025, compared to 2.66% for the nine months ended September 30, 2024.

The increase in net interest margin primarily was due to the yield on interest-earning assets increasing faster than the rate paid on interest-bearing liabilities.

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Loan fees are included in interest income on loans and are not material.

Six Months Ended June 30,

Nine Months Ended September 30,

Outstanding Interest

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Provision for Credit Losses.

A provision for credit losses of $1.5 million was recognized during the six months ended June 30, 2025, compared to a provision for credit losses of $454,000 for the six months ended June 30, 2024.

Net charge-offs during the first half of 2025 were $1.0 million, compared to $774,000 in the first half of 2024.

A provision for credit losses of $1.7 million was recognized during the nine months ended September 30, 2025, compared to a provision of $355,000 for the nine months ended September 30, 2024.

Net charge-offs during the first nine months of 2025 were $1.3 million, compared to $1.2 million in the first nine months of 2024.

The increased provision for credit losses during the period was primarily due to loan growth in the commercial real estate and commercial and industrial loan portfolios, which generally carry higher estimated loss rates compared to other segments.

Additionally, the provision

reflected replenishment of the allowance following charge-offs and was influenced by changes in the macroeconomic forecast, including a modest deterioration in projected economic indicators such as national GDP and unemployment rates.

Additionally, the provision reflected replenishment of the allowance following charge-offs and was influenced by changes in the macroeconomic forecast, including a modest deterioration in projected economic indicators such as national GDP and unemployment rates.

While we believe the steps we have taken and continue to take are necessary to effectively manage our portfolio, uncertainties relating to the level of our allowance for credit losses remain heightened as a result of continued concern about a potential recession due to tariffs, inflation, stock market volatility, and overall geopolitical tensions.

Noninterest Income.

Noninterest income remained relatively flat for the six months ended June 30, 2025, compared to the same period in 2024, totaling $2.2 million for both periods.

Other income increased $54,000, or 8.2%, to $714,000 for the six months ended June 30, 2025, compared to $660,000 for the comparable period in 2024, primarily due to increased wealth management income.

Service fees on deposit accounts increased $23,000, or 4.0%, in the first half of 2025 from the comparable period in 2024, due to year-over-year deposit growth.

Card fee income increased $43,000, or 7.2%, to $634,000.

Offsetting these increases was an increase in net losses on sales of securities of $95,000 for the first half of 2025 compared to the first half of 2024.

Additionally, decreases were recognized in net gains on loan and lease sales of $13,000, or 6.3%, and loan and lease servicing fees of $11,000, or 4.1%.

Noninterest income decreased $26,000, or 0.7%, to $3.5 million for the nine months ended September 30, 2025, compared to the same period in 2024.

Net gains on loan and lease sales decreased $130,000, or 30.9%, to $291,000 for the nine months ended September 30, 2025, compared to the comparable period in 2024, primarily due to reduced mortgage banking activity.

In addition, net losses on sales of securities increased $106,000 for the first nine months of 2025, compared to the same period in 2024.

These decreases were partially offset by an increase in other income of $104,000, or 10.3%, to $1.1 million for the nine months ended September 30, 2025, compared to $1.0 million for the comparable period in 2024, primarily due to increased wealth management income driven by improved market performance and a higher amount of client assets under management.

Additionally, card fee income increased $58,000, or 6.5%, to $951,000, due to increased usage reflecting increased transaction volumes and continued growth in debit card usage by retail customers.

Noninterest Expense.

Noninterest expense increased $373,000, or 2.3%, to $16.5 million for the six months ended June 30, 2025, compared to $16.1 million for the same period in 2024.

Salaries and employee benefits increased $233,000, or 2.5%, to $9.5 million, primarily due to annual merit increases and increased staffing.

Other expenses increased $132,000, or 7.1%, in the first half of 2025 compared to the same period in 2024, primarily due to one-time expenses associated with contract negotiations with our core service provider.

Noninterest expense increased $441,000, or 1.8%, to $24.6 million for the nine months ended September 30, 2025, compared to $24.1 million for the same period in 2024.

Salaries and employee benefits, which represent the largest component of noninterest expense, increased $153,000, or 1.1%, to $14.0 million, reflecting annual merit increases and increased staffing to support business growth and operational needs.

Other expenses increased $217,000, or 7.8%, primarily due to one-time expenses associated with contract negotiations related to the renewal of our core service provider agreement.

The renegotiated agreement is expected to produce meaningful cost savings over the term of the contract by reducing costs on existing services and adding new products aimed at improving operational efficiency and the customer experience, while reducing reliance on third-party vendors.

Deposit insurance expense decreased $214,000, or 18.4%, primarily due to changes in the Company's asset and deposit mix and related assessments.

Data processing fees increased $42,000, or 2.3%, to $1.8 million, primarily due to increased software implementation expenses.

Data processing fees increased $103,000, or 3.8%, to $2.8 million, primarily due to increased software implementation and technology upgrade expenses.

Income Tax Expense.

The provision for income taxes increased $74,000 during the six months ended June 30, 2025, compared to the same period in 2024.

The effective tax rate for the first half of 2025 was 13.8% compared to 12.9% for the same period a year ago.

The increase in the effective tax rate was primarily due to the expiration and write-off of certain charitable contribution carryforwards.

The provision for income taxes increased $349,000 during the nine months ended September 30, 2025, compared to the same period in 2024.

The effective tax rate for the first nine months of 2025 was 14.4% compared to 12.9% for the same period a year ago.

The increase in the effective tax rate was a result of a higher level of pre-tax income, reducing the favorable impact of tax-exempt interest and deductions.

Capital and Liquidity

Shareholders' equity totaled $132.3 million at June 30, 2025 and $132.9 million at December 31, 2024.

In addition to net income of $4.6 million, other sources of capital during the first half of 2025 included $360,000 related to the allocation of ESOP shares, $727,000 related to stock-based compensation, and a $4.6 million reduction in AOCL.

Uses of capital during the first half of 2025 included $2.9 million of dividends paid on common stock and $5.6 million of stock repurchases.

We paid a regular quarterly dividend of $0.15 per common share during the second quarter of 2025, compared to $0.14 per common share during the second quarter of 2024.

Shareholders' equity totaled $140.0 million at September 30, 2025 and $132.9 million at December 31, 2024.

In addition to net income of $8.2 million, other sources of capital during the first nine months of 2025 included $552,000 related to the allocation of ESOP shares, $756,000 related to stock-based compensation, and a $7.7 million reduction in AOCL.

Uses of capital during the first nine months of 2025 included $4.4 million of dividends paid on common stock and $5.6 million of stock repurchases.

We paid a regular quarterly dividend of $0.15 per common share during the third quarter of 2025, compared to $0.14 per common share during the third quarter of 2024.

We currently expect to continue our practice of paying regular quarterly cash dividends on common stock subject to the Board of Directors' discretion to modify or terminate this practice at any time and for any reason without prior notice.

Assuming continued payment during 2025 at the current dividend rate of $0.15 per share, our average total dividend paid each quarter would be approximately $1.6 million based on the number of our currently outstanding shares at June 30, 2025.

Stock Repurchase Plans.

From time to time, our Board of Directors has authorized stock repurchase plans.

In general, stock-repurchase plans allow us to proactively manage our capital position and return excess capital to shareholders.

Repurchased shares also help satisfy obligations related to stock compensation awards.

On June 6, 2023, the Company announced that the Board of Directors approved an amendment to the Company's existing stock repurchase program, authorizing the purchase of up to an additional 321,386 shares of the Company's issued and outstanding common stock, in addition to the 827,554 shares remaining available for repurchase at that date, and extending the stock repurchase program's expiration date to June 6, 2024, unless completed sooner.

On May 16, 2024, the Company announced that the Board of Directors approved a further extension of the Company's existing stock repurchase program, setting a new expiration date of June 6, 2025.

As of the expiration date, approximately 47,121 shares remained available for repurchase under the program.

The repurchase program did not obligate the Company to purchase any particular number of shares.

During the nine months ended September 30, 2025, the Company repurchased 425,823 shares of its common stock at an average price of $13.14 per share, for an aggregate purchase price of $5.6 million, under its existing stock repurchase program.

The program, which was last extended by the Board of Directors on May 16, 2024, expired on June 6, 2025, with approximately 47,121 shares remaining available for repurchase at that date.

Stock repurchase programs are utilized from time to time to manage the Company's capital position, enhance shareholder value, and offset dilution from stock-based compensation awards.

See Part II, Item 2 - "Unregistered Sales of Equity Securities and Use of Proceeds."

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The objective of our liquidity management is to manage cash flow and liquidity reserves so that they are adequate to fund our operations and to meet obligations and other commitments on a timely basis and at a reasonable cost.

We seek to achieve this objective and ensure that funding needs are met by maintaining an appropriate level of liquid funds through asset/liability management, which includes managing the mix and time to maturity of financial assets and financial liabilities on our balance sheet.

We seek to achieve this objective and ensure that funding needs are met by maintaining an appropriate level of liquid funds through asset/liability management, which

includes managing the mix and time to maturity of financial assets and financial liabilities on our balance sheet.

Our liquidity position is enhanced by our ability to raise additional funds as needed in the wholesale markets.

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These scenarios are incorporated into our contingency funding plan, which provides the basis for the identification of our liquidity needs.

Our liquid assets in the form of cash and cash equivalents and investments available for sale totaled $276.9 million at June 30, 2025.

Certificates of deposit scheduled to mature in less than one year from June 30, 2025 totaled $414.2 million.

Historically, the Bank has been able to retain a significant amount of its deposits as they mature.

As of June 30, 2025, we had approximately $12.4 million held in an interest-bearing account at the Federal Reserve.

Our liquid assets in the form of cash and cash equivalents and investments available for sale totaled $284.7 million at September 30, 2025.

Certificates of deposit scheduled to mature in less than one year from September 30, 2025 totaled $424.2 million.

Historically, First Bank Richmond has been able to retain a significant amount of its deposits as they mature.

As of September 30, 2025, we had approximately $19.0 million held in an interest-bearing account at the Federal Reserve.

We also have the ability to borrow funds as a member of the FHLB.

As of June 30, 2025, based upon available, pledgeable collateral, our total remaining borrowing capacity with the FHLB was approximately $112.5 million.

Furthermore, at June 30, 2025, we had approximately $165.4 million in securities that were unencumbered by a pledge and could be used to support additional borrowings through repurchase agreements or the Federal Reserve discount window, as needed.

As of June 30, 2025, management was not aware of any events that are reasonably likely to have a material adverse effect on our liquidity, capital resources or operations.

As of September 30, 2025, based upon available, pledgeable collateral, our total remaining borrowing capacity with the FHLB was approximately $105.6 million.

Furthermore, at September 30, 2025, we had approximately $137.5 million in securities that were unencumbered by a pledge and could be used to support additional borrowings through repurchase agreements or the Federal Reserve discount window, as needed.

As of September 30, 2025, management was not aware of any events that are reasonably likely to have a material adverse effect on our liquidity, capital resources or operations.

In addition, management is not aware of any regulatory recommendations regarding liquidity that would have a material adverse effect on us.

Our cash flows are comprised of three primary classifications:

cash flows from operating activities, investing activities, and financing activities.

Net cash provided by operating activities was $7.0 million for the six months ended June 30, 2025, compared to $5.1 million provided by operating activities for the six months ended June 30, 2024.

During the six months ended June 30, 2025, net cash provided by investing activities was $2.5 million, compared to $41.2 million of net cash used in investing activities for the same period in 2024.

The increase in cash provided was primarily due to a significant net increase in loans during the 2024 period, as well as higher proceeds from sales and maturities of securities available for sale in 2025.

Net cash used in financing activities was $4.0 million for the six months ended June 30, 2025, compared to $34.9 million of net cash provided by financing activities during the same period in 2024.

The use of cash in 2025 primarily reflected increased activity in issuing certificates of deposit, stock repurchases, and dividends paid, partially offset by an increase in demand and savings deposits and a modest net increase in FHLB advances.

operating activities, investing activities, and financing activities.

Net cash provided by operating activities was $13.3 million for the nine months ended September 30, 2025, compared to $8.0 million provided by operating activities for the nine months ended September 30, 2024.

The increase in operating cash flows primarily reflected higher net income and changes in operating assets and liabilities, including a smaller volume of loans originated for sale and higher proceeds from loan sales during the 2025 period, partially offset by a larger increase in interest payable.

Net cash used in investing activities totaled $4.3 million for the nine months ended September 30, 2025, compared to $30.3 million used in the same period of 2024.

The significantly lower cash usage in 2025 was primarily due to reduced net loan growth compared to the prior-year period.

This was partially offset by new investment security purchases and capital expenditures related to facility and technology investments.

Net cash provided by financing activities was $3.5 million for the nine months ended September 30, 2025, compared to $21.7 million provided during the same period in 2024.

The change primarily reflected lower net deposit inflows, particularly in certificates of deposit, and the repurchase of $5.6 million of common stock, as well as dividend payments of $4.4 million.

These outflows were partially offset by increases in demand and savings deposits and a net increase in FHLB advances.

Management believes the capital sources are adequate to meet all reasonably foreseeable short-term and long-term cash requirements and there has not been a material change in our liquidity and capital resources since the information disclosed in our 2024 Form 10-K other than set forth above.

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Banking regulations may limit the amount of dividends that may be paid to us by First Bank Richmond.

At June 30, 2025, Richmond Mutual Bancorporation, on an unconsolidated basis, had $1.0 million in cash, noninterest-bearing deposits, and liquid investments generally available for its cash needs.

At September 30, 2025, Richmond Mutual Bancorporation, on an unconsolidated basis, had $1.2 million in cash, noninterest-bearing deposits, and liquid investments generally available for its cash needs.

Regulatory Capital Requirements.

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The FDIC may require us to have additional capital above the specific regulatory levels if it believes we are subject to increased risk due to asset problems, high interest rate risk and other risks.

At June 30, 2025, First Bank Richmond’s regulatory capital exceeded the FDIC regulatory requirements, and First Bank Richmond was well-capitalized under regulatory prompt corrective action standards.

At September 30, 2025, First Bank Richmond’s regulatory capital exceeded the FDIC regulatory requirements, and First Bank Richmond was well-capitalized under regulatory prompt corrective action standards.

Consistent with our goals to operate a sound and profitable organization, our policy is for First Bank Richmond to maintain well-capitalized status.

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(Dollars in thousands)

As of June 30, 2025

As of September 30, 2025

Total risk-based capital (to risk weighted assets) $ 184,296 14.4 % $ 102,651 8.0 % $ 128,314 10.0 %

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Pursuant to the capital regulations of the FDIC and the other federal banking agencies, First Bank Richmond must maintain a capital conservation buffer consisting of additional common equity tier 1 (“CET1”) capital greater than 2.5% of risk-weighted assets above the required minimum levels of risk-based CET1 capital, tier 1 capital and total capital.

Failure to maintain the required buffer could result in limitations on the Bank's ability to pay dividends and discretionary bonuses and the Company's ability to repurchase shares based on specified percentages of eligible retained income.

At June 30, 2025, the Bank’s capital exceeded the conservation buffer.

Failure to maintain the required buffer could result in limitations on First Bank Richmond's ability to pay dividends and discretionary bonuses and the Company's ability to repurchase shares based on specified percentages of eligible retained income.

At September 30, 2025, First Bank Richmond’s capital exceeded the conservation buffer.

For a bank holding company with less than $3.0 billion in assets, the capital guidelines apply on a bank only basis and the Federal Reserve Board expects the holding company’s subsidiary banks to be well capitalized under the prompt corrective action regulations.

If Richmond Mutual Bancorporation was subject to regulatory guidelines for bank holding companies with $3.0 billion or more in assets, at June 30, 2025, it would have exceeded all regulatory capital requirements.

If Richmond Mutual Bancorporation was subject to regulatory guidelines for bank holding companies with $3.0 billion or more in assets, at September 30, 2025, it would have exceeded all regulatory capital requirements.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

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What changed 10-Q

Item 2. Management’s Discussion and Analysis