What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-23 compared with 2025-03-27 · 155 added, 103 removed, 1211 unchanged (18% of the section changed)

3 unchanged sentences

Richmond Mutual Bancorporation, Inc.

Richmond, Indiana

Opinion on the Consolidated Financial Statements

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(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for Credit Losses on Loans and Leases – Qualitative Adjustments

9 unchanged sentences

We identified the qualitative adjustments component of the ACL as a critical audit matter.

The qualitative adjustments component involves a high degree of auditor subjectivity in evaluating management’s estimates, such as evaluating management’s assessment of economic conditions and other external factors used to determine the qualitative adjustments.

The principal considerations for that determination included the high degree of judgment and subjectivity in auditing management’s measurements of those qualitative factor adjustments related to economic conditions and other external factors.

Auditing these assumptions required a high degree of auditor effort and specialized skills and knowledge.

How We Addressed the Matter in Our Audit

41 unchanged sentences

Federal Home Loan Bank advances 240,000,000 265,000,000

Other borrowings 12,000,000 —

Advances by borrowers for taxes and insurance 650,674 590,439

35 unchanged sentences

Net loss on securities (includes $( 156,040 ) and $( 50,698 ), respectively, related to accumulated other comprehensive loss reclassifications)

( 156,040 ) ( 50,698 )

Net gains on loan and lease sales 409,369 554,546

26 unchanged sentences

Net Income $ 11,576,767 $ 9,377,348

Other Comprehensive (Loss) Income

Unrealized (loss) gain on available-for-sale securities, net of tax benefit (expense) of $ 744,610 and $( 1,782,629 ), respectively

Other Comprehensive Income (Loss)

Unrealized gain (loss) on available-for-sale securities, net of tax (expense) benefit of $( 2,957,076 ) and $ 744,610 , respectively

11,124,240 ( 2,801,152 )

reclassification adjustment for realized losses included in net income, net of tax expense of $( 32,769 ) and $( 10,647 ), respectively

Total Other Comprehensive (Loss) Income ( 2,761,101 ) 6,706,079

( 123,272 ) ( 40,051 )

Total Other Comprehensive Income (Loss) 11,247,512 ( 2,761,101 )

Comprehensive Income $ 22,824,279 $ 6,616,247

10 unchanged sentences

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

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

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

Net income — — — 9,377,348 — — 9,377,348

Other comprehensive income, net of tax expense — — — — — 6,706,079 6,706,079

Other comprehensive loss, net of tax benefit — — — — — ( 2,761,101 ) ( 2,761,101 )

ESOP shares earned — — ( 74,344 ) — 735,316 — 660,972

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

Stock based compensation — — 1,474,062 — — — 1,474,062

Exercise of stock options (1)

1,952 20 ( 32 ) — — — ( 12 )

Common stock dividends ($ 0.56 per share)

3 unchanged sentences

Net income — — — 11,576,767 — — 11,576,767

Other comprehensive loss, net of tax benefit — — — — — ( 2,761,101 ) ( 2,761,101 )

Other comprehensive income, net of tax expense — — — — — 11,247,512 11,247,512

ESOP shares earned — — 2,734 — 735,317 — 738,051

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

Granting of restricted stock awards 88,379 884 ( 884 ) — — — —

Stock based compensation — — 815,821 — — — 815,821

Exercise of stock options (1)

23,744 237 ( 241 ) — — — ( 4 )

Common stock dividends ($ 0.60 per share)

16 unchanged sentences

Net loss on sale of investment securities available for sale

156,040 50,698

Net gains on loan and lease sales ( 409,369 ) ( 554,546 )

Loss on sale of real estate owned 7,050 4,042

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

Gain on sale of premises and equipment

29 unchanged sentences

Advances by borrowers for taxes and insurance 60,235 2,068

Proceeds from other borrowings 12,000,000 —

Proceeds from FHLB advances 284,000,000 288,500,000

11 unchanged sentences

Transfers from loans to other real estate owned 56,136 37,435

Right of use assets obtained in exchange for new operating lease liabilities 298,061 —

See Notes to Consolidated Financial Statements

139 unchanged sentences

Accounting Pronouncements

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

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

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

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

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

The Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") provides certain reporting and other relief to companies that qualify as "emerging growth companies" ("EGCs").

A company qualifies as an EGC if it meets the revenue and other criteria established under the JOBS Act.

The Company previously qualified as an EGC and elected to use the extended transition period for complying with new or revised accounting standards, which allowed the Company to adopt such standards on the timeline applicable to private companies.

This election was irrevocable and remained in effect while the Company qualified as an EGC.

As of December 31, 2024, the Company no longer qualified as an EGC.

Accordingly, beginning with the fiscal year ending December 31, 2025, the Company was required to comply with new or revised accounting standards and other reporting requirements applicable to public companies.

In November 2023, the FASB issued ASU No.

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

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

The Company does not expect the adoption of ASU No.

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

The Company adopted this guidance on January 1, 2025.

Adoption of ASU No.

2023-09 did not have a material impact on the Company's consolidated financial statements.

Acquisition of The Farmers Bancorp, Frankfort, Indiana

On November 11, 2025, the Company entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with The Farmers Bancorp, Frankfort, Indiana ("Farmers Bancorp"), headquartered in Frankfort, Indiana.

Pursuant to the Merger Agreement, Farmers Bancorp is expected to merge with and into the Company, with the Company surviving the holding company merger.

Immediately following the holding company merger, The Farmers Bank, an Indiana state-chartered bank and wholly owned subsidiary of Farmers Bancorp, will merge with and into First Bank Richmond, with First Bank Richmond surviving the bank merger.

Under the terms of the Merger Agreement, each outstanding share of Farmers Bancorp common stock will be converted into the right to receive 3.40 shares of the Company’s common stock (the "Exchange Ratio"), with cash paid in lieu of fractional shares (collectively, the "Merger Consideration").

In addition, (i) each unvested restricted stock unit award of Farmers Bancorp will automatically vest, and the underlying shares will be treated as outstanding and entitled to receive the Merger Consideration, less applicable tax withholding;

and (ii) each unvested performance share award of Farmers Bancorp will be terminated and cashed out at target performance levels immediately prior to the effective time of the merger.

Based on the Company’s closing stock price of $ 13.15 per share on November 10, 2025, the aggregate equity value of the Merger Consideration was approximately $ 82 million.

The final value of the merger consideration will fluctuate until closing based on changes in the Company’s stock price.

Upon completion of the merger, Farmers Bancorp shareholders are expected to own approximately 38 % of the outstanding shares of the combined company.

The merger was approved and adopted by the Board of Directors of each company and is expected to be completed in the second calendar quarter of 2026, subject to customary closing conditions, including receipt of required regulatory approvals and approval by the shareholders of both the Company and Farmers Bancorp.

The merger will be accounted for as a business combination under ASC 805, Business Combinations , with the Company expected to be the accounting acquirer.

The combined company will continue to trade on the Nasdaq Capital Market under the ticker symbol "RMBI." The holding company will operate under the name "Richmond Mutual Bancorporation, Inc.," while the combined bank will operate under a new name to be jointly determined prior to closing.

The administrative headquarters of the combined company will be located in Richmond, Indiana, and the administrative headquarters of the combined bank will be located in Frankfort, Indiana.

The merger has not been completed as of December 31, 2025.

Accordingly, the accompanying consolidated financial statements do not include the assets, liabilities, results of operations, or cash flows of Farmers Bancorp, and no purchase accounting adjustments have been recorded as of that date.

Restriction on Cash and Due From Banks

6 unchanged sentences

Available for sale

treasury securities $ 3,159 $ 2 $ — $ 3,161

SBA Pools $ 3,473 $ — $ ( 349 ) $ 3,124

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Investment securities with a carrying value of $ 114,823,000 and $ 109,909,000 were pledged at December 31, 2025 and 2024, respectively, to secure certain deposits and for other purposes as permitted or required by law.

Proceeds from the sale of investment securities available for sale for the year ended December 31, 2024 were $ 6,908,000 .

Gross losses recognized on the sale of investment securities available for sale for the year ended December 31, 2024 were $ 71,000 .

Gross gains on the sale of investment securities available for sale were $ 20,000 for the year ended December 31, 2024.

There were no sales of investment securities available for sale for the year ended December 31, 2023.

Proceeds from the sale of investment securities available for sale for the years ended December 31, 2025 and 2024 were $ 6,766,000 and $ 6,908,000 , respectively.

Gross losses recognized on the sale of investment securities available for sale for the years ended December 31, 2025 and 2024 were $ 157,000 and $ 71,000 , respectively.

Gross gains on the sale of investment securities available for sale were $ 20,000 for the year ended December 31, 2024, while there were no gross gains during the year ended December 31, 2025.

Certain investments in debt securities are reported in the consolidated financial statements and notes at an amount less than their historical cost.

4 unchanged sentences

Investment securities held to maturity are financial assets measured at amortized cost.

With the adoption of CECL, investment securities held to maturity are required to have an established allowance for credit losses that represents the portion of the amortized cost basis of a financial asset that is not expected to be collectable.

Investment securities held to maturity are required to have an established allowance for credit losses that represents the portion of the amortized cost basis of a financial asset that is not expected to be collectable.

The Company estimates expected credit losses on a collective basis by security type, with consideration given to historical information, credit ratings, and the statistical probability of future losses.

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

In the absence of credit ratings, assumptions are applied to the security to estimate total expected loss.

As of December 31, 2025 and 2024, there was no allowance for credit losses recognized on the Company's investment securities held to maturity portfolio.

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Available for sale

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

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

7 unchanged sentences

Total $ 4,330 $ ( 40 ) $ 251,419 $ ( 58,035 ) $ 255,749 $ ( 58,075 )

Federal Agency Obligations and U.S.

Treasury Securities

The unrealized losses on the Company’s investments in direct obligations of U.S.

federal agencies and treasury securities were caused by interest rate changes.

The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost basis of the investments.

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

SBA Pools and Mortgage-Backed Securities - GSE Residential

112 unchanged sentences

Pass 31,478 14,823 1,914 1,516 15,946 105 — 65,782

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

Substandard — — — — — 4,900 — 4,900

2 unchanged sentences

Pass 19,060 16,545 10,946 62,286 46,369 20,269 26,246 201,721

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

Substandard — — — 2,362 1,355 3,456 — 7,173

Total Multi-family 19,060 16,545 10,946 64,648 47,724 23,725 26,246 208,894

26 unchanged sentences

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

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

Substandard — — — 234 4,724 — — 4,958

66 unchanged sentences

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 $ 7,435 $ 6,732 $ — $ —

Commercial and industrial 30 — 35 —

16 unchanged sentences

December 31, 2024

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

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

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

2 unchanged sentences

4,900 — — — 4,900 1,000

Multi-family — 1,461 — — 1,461 —

Residential mortgage — — 143 — 143 —

5 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 year ended December 31, 2025, the Company had no new modifications to borrowers experiencing financial difficulty.

During the year ended December 31, 2024, the Company modified two residential mortgage loans, both involving term extensions, to borrowers experiencing financial difficulty.

1 unchanged sentence

For the year ended December 31, 2024, loan and lease modifications to borrowers experiencing financial difficulty resulted in a weighted average term extension of 20 months for the modified loans.

During the year ended December 31, 2023, the Company had no new loan or lease modifications to borrowers experiencing financial difficulty.

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

15 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.

32 unchanged sentences

Total $ 15,791 $ 2,383 $ ( 2,188 ) $ 480 $ 16,466

Balances, December 31, 2022

Impact of adopting ASC 326

Balances, January 1, 2023 Post-ASC 326 adoption

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

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

Commercial mortgage $ 4,655 $ ( 169 ) $ — $ — $ 4,486

10 unchanged sentences

Economic Outlook

Due to the future-focused nature of the calculation for the allowance for credit losses, management must make significant assumptions.

Estimating an appropriate allowance requires management to use relevant forward-looking information drawn from reasonable and supportable forecasts.

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 December 31, 2024, the primary economic factors affecting the Company's loan and lease portfolio are persistent inflation, higher interest rates, a weakened economic growth and unemployment outlook, and continuing geopolitical risk.

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

The Company remains committed to three growth market regions:

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

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

Their respective forecasts are described below:

• Columbus, Ohio - The market region continues to forecast overall estimated job growth for the first half of 2025.

Recent construction on a new and expanded terminal at John Glenn Columbus International Airport could potentially impact the trajectory of the local market.

• Cincinnati/Dayton/Springfield, Ohio - The economic outlook for this market region for the first half of 2025 continues to remain positive.

The Cincinnati/Northern Kentucky International Airport is the fastest-growing U.S.

airport on a year-over-year basis.

The region's unemployment rate was slightly lower than the national unemployment rate during the fourth quarter of 2024.

• Indianapolis, Indiana - The market region experienced continuous and balanced economic growth throughout 2024.

The expectations for the first half of 2025 are consistent with 2024 results.

Expectations are driven primarily by an expanding labor market, retail sales growth, and increasing median household incomes.

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

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

As a result, the Company's future estimates may fluctuate during 2025.

Due to the forward-looking nature of the allowance for credit losses, management is required to make significant estimates and assumptions.

Estimating the allowance requires the use of relevant forward-looking information based on reasonable and supportable forecasts.

Economic factors are a key component of these forecasts and are evaluated periodically for developments that may affect the Company's loan and lease portfolio and related credit losses.

As of December 31, 2025, the Company's reasonable and supportable forecasts incorporate assumptions regarding inflationary pressures, moderating economic growth, unemployment trends, and geopolitical risks.

These factors are reflected in the Company's allowance for credit losses methodology and may influence borrower performance and overall credit conditions.

The Company's loan portfolio is concentrated in three primary market regions:

Columbus, Ohio;

Cincinnati/Dayton, Ohio;

and Indianapolis, Indiana.

Economic conditions in these regions, particularly those affecting commercial real estate and commercial lending activity, are considered in the Company's credit loss estimates.

• Columbus, Ohio - The Columbus market region continues to experience economic activity supported by investment in technology, healthcare, education, and related development projects.

These sectors have contributed to job growth and infrastructure expansion, and population trends in Central Ohio have supported demand for housing and services.

• Cincinnati/Dayton, Ohio - The economic outlook for the Cincinnati and Dayton market region remains stable, supported by activity in manufacturing, construction, healthcare, and technology-related sectors.

Employment and business investment trends have contributed to regional economic activity.

• Indianapolis, Indiana - The Indianapolis market region continues to experience development and investment activity, including in manufacturing, technology, logistics, and urban redevelopment initiatives.

While inflationary pressures and labor market conditions present ongoing challenges, economic activity in the region has supported expectations for continued development.

The overall economic outlook remains uncertain, and actual economic conditions may differ from the assumptions incorporated into the Company's forecasts.

Given the sensitivity of the allowance for credit losses to changes in economic conditions and other variables, future changes in the economic environment may result in material fluctuations in the Company's allowance for credit losses during 2026.

Allowance for Credit Losses on Unfunded Commitments

5 unchanged sentences

Beginning balance

Impact of adopting ASC 326 — 2,374

$ 558 $ 1,642

Reversal of provision for credit losses ( 230 ) ( 1,084 )

Ending balance

$ 558 $ 1,642

Premises and Equipment

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The aggregate fair value of capitalized servicing rights at December 31, 2025 and 2024 totaled approximately $ 2,160,000 and $ 2,559,000 , respectively.

Comparable market values and a valuation model that calculates the

present value of future cash flows were used to estimate fair value.

Comparable market values and a valuation model that calculates the present value of future cash flows were used to estimate fair value.

For purposes of measuring impairment, risk characteristics including product type, investor type and interest rates, were used to stratify the originated mortgage-servicing rights.

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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 December 31, 2024 and 2023, the balance of these investments in LIHTC totaled $ 951,000 and $ 1.1 million, respectively.

At December 31, 2025 and 2024, the balance of these investments in LIHTC totaled $ 775,000 and $ 951,000 , respectively.

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

14 unchanged sentences

Thereafter 881

Federal Home Loan Bank Advances

First Bank has Federal Home Loan Bank advances, with interest rates ranging from 1.06 % to 5.16 %.

2 unchanged sentences

2026 $ 136,000

Thereafter 20,000

First mortgage loans and investment securities totaling $ 581,473,000 and $ 539,251,000 were pledged as collateral for FHLB advances at December 31, 2025 and 2024, respectively.

7 unchanged sentences

There were no amounts outstanding on the line at December 31, 2025 or 2024.

At December 31, 2025, other borrowings totaled $ 12.0 million and consisted entirely of federal funds purchased.

The weighted average interest rate on these borrowings was 3.75 % at December 31, 2025.

Pretax income from continuing operations is as follows:

December 31, 2025

Domestic $ 13,653

Total $ 13,653

Income tax expense from continuing operations are as follows:

Income tax expense (benefit)

1 unchanged sentence

Federal $ 2,178 $ 1,328

State — ( 2 )

Federal ( 215 ) 250

State ( 92 ) 103

Total income tax expense $ 2,076 $ 1,486

Reconciliation of federal statutory to actual tax expense

Federal statutory income tax at 21% $ 2,281 $ 2,311

Tax-exempt interest ( 672 ) ( 694 )

Effect of state income taxes ( 92 ) 80

ESOP ( 92 ) ( 26 )

Cash surrender value - life insurance ( 19 ) ( 19 )

Low income housing tax credit ( 30 ) ( 30 )

Small insurance captive premiums ( 183 ) ( 218 )

Stock compensation 11 51

Carryforward attribute expiration 407 —

Other ( 125 ) 61

Actual tax expense $ 1,486 $ 1,516

(1) State taxes in Indiana make up the majority (greater than 50%) of the State taxes, net of federal benefit for 2025.

A cumulative deferred tax asset is included in other assets.

16 unchanged sentences

Net deferred tax asset $ 13,884 $ 16,759

As of December 31, 2024, the Company had approximately $ 20,000 of federal charitable contribution carryforwards, which will expire in 2026, and state net operating loss carryforwards of $ 5.1 million, which will begin to expire in 2041.

Effective tax rates differ from the federal statutory rate of 21% for the year ended December 31, 2025 due to the following, in accordance with ASU 2023-09 (See Note 2 for additional details on ASU 2023-09 adoption):

Amount Percent

Income before income taxes $ 13,653

Federal statutory income tax 2,867 21.0 %

State taxes, net of federal benefit (1)

Low-income housing tax credit (net of amortization) ( 30 ) ( 0.2 ) %

Nontaxable or nondeductible items:

Tax-exempt interest ( 637 ) ( 4.7 ) %

Cash surrender value - life insurance ( 20 ) ( 0.1 ) %

Small insurance captive premiums ( 165 ) ( 1.2 ) %

Stock compensation ( 54 ) ( 0.4 ) %

Income tax expense and effective tax rate $ 2,076 15.2 %

(1) State taxes in Indiana make up the majority (greater than 50%) of the State taxes, net of federal benefit for 2025.

Effective tax rates differ from the federal statutory rate of 21% for the year ended December 31, 2024 due to the following, prior to the adoption of ASU 2023-09:

Reconciliation of federal statutory to actual tax expense 2024

Federal statutory income tax at 21% $ 2,281

Tax-exempt interest ( 672 )

Effect of state income taxes ( 92 )

Cash surrender value - life insurance ( 19 )

Low income housing tax credit ( 30 )

Small insurance captive premiums ( 183 )

Stock compensation 11

Carryforward attribute expiration 407

Other ( 125 )

Actual tax expense $ 1,486

Income taxes paid (net of refunds) is as follows:

December 31, 2025

Cash paid for taxes (net of refund received) - Federal $ 1,338

Cash paid for taxes (net of refund received) - State —

Total $ 1,340

There were no individual state or local jurisdictions with taxes paid that equaled or exceeded 5% of total income taxes paid in 2025.

As of December 31, 2025, the Company had no federal charitable contribution carryforwards.

During 2025, the Company utilized a carryforward of approximately $ 20,000 from December 31, 2024, to offset its federal taxable income.

As of December 31, 2025, the Company had state net operating loss carryforwards of $ 4.4 million, which will begin to expire in 2041.

At December 31, 2025 and 2024, the Company determined that it is more likely than not that the deferred tax assets will be realized, largely based on available tax planning strategies and its projections of future taxable income.

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

The Company is obligated at the option of each beneficiary to repurchase shares of the ESOP upon the beneficiary’s termination or after retirement.

The Company is obligated at the option of each beneficiary to repurchase shares of

the ESOP upon the beneficiary’s termination or after retirement.

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

18 unchanged sentences

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 occurring on June 30, 2021.

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

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

As of December 31, 2025, these awards were fully vested.

On July 15, 2025, the Company awarded 37,126 shares of common stock under the 2020 EIP to eligible participants.

The grant date fair value was $ 13.37 per share, for a total fair value of $ 496,000 at issuance.

On November 20, 2025, the Company awarded an additional 51,253 shares of common stock under the 2020 EIP with a grant date fair value of $ 12.92 (total fair value of $ 662,000 at issuance) to eligible participants.

These awards vest in five equal annual installments, with the first installment vesting on June 30, 2026, subject to the participant's continued service.

Any shares forfeited prior to vesting may be reissued to other eligible participants in future grants until the 2020 EIP expires in September 2030.

The following table summarizes the restricted stock awards activity in the 2020 EIP for the year ended December 31, 2025.

2 unchanged sentences

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

Granted 88,379 13.11

Vested ( 83,379 ) 10.55

2 unchanged sentences

Total compensation cost recognized in the income statement for restricted stock awards during 2025 and 2024 was $ 507,000 and $ 880,000 , respectively, and the related tax benefit recognized was $ 107,000 and $ 185,000 , respectively.

As of December 31, 2024, unrecognized compensation expense related to restricted stock awards was $ 434,000 .

As of December 31, 2025, unrecognized compensation expense related to restricted stock awards was $ 1.1 million.

Stock Option Plan.

1 unchanged sentence

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 the Company's common stock on the date of the grant, to eligible participants.

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

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

A net-settle stock option exercise allows the option holder to pay the exercise price by withholding a portion of the shares that would otherwise be delivered upon a cash exercise of the option.

The withheld shares are then canceled and are no longer available for future grants.

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

As of December 31, 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 at an exercise price of $ 13.37 per share, equal to the fair market value of the Company's common stock on the grant date, to eligible participants.

The options vest in five equal annual installments, with the first installment vesting on June 30, 2026, subject to the participant's continued service.

Options forfeited prior to vesting may be reissued to other eligible participants in future grants until the 2020 EIP expires in September 2030.

The 2020 EIP permits net-settle option exercises.

Under a net-settle exercise, a participant may satisfy the exercise price by withholding a portion of the shares that would otherwise be issued.

Withheld shares are canceled and are no longer available for future grants.

The following table summarizes the stock option activity in the 2020 EIP during the year ended December 31, 2025.

1 unchanged sentence

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

Granted 55,467 13.37

Exercised ( 108,213 ) 10.53

3 unchanged sentences

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

April 1, 2021

July 15, 2025

Dividend yields 4.49 %

6 unchanged sentences

Vested ( 204,096 ) 2.91

Granted 55,467 3.00

Forfeited — —

30 unchanged sentences

Furthermore, First Bank’s regulators could require adjustments to regulatory capital not reflected in these financial statements.

Quantitative measures established by regulatory capital standards to ensure capital adequacy require First Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined) to risk-weighted assets (as defined), common equity Tier I capital (as defined) to total risk-weighted

assets (as defined) and of Tier I capital (as defined) to average assets (as defined).

Management believes, as of December 31, 2025, that First Bank meets all capital adequacy requirements to which it is subject.

46 unchanged sentences

Available-for-sale securities

Treasury securities $ 3,161 $ 3,161 $ — $ —

SBA Pools $ 3,124 $ — $ 3,124 $ —

25 unchanged sentences

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

During the year ended December 31, 2025, approximately $ 1.4 million of state and municipal obligations were transferred from Level 2 to Level 3 due to the absence of observable market inputs used in the valuation at year-end, requiring the use of significant unobservable inputs.

Changes in fair value of approximately $ 154,000 were recognized in other comprehensive income, resulting in an aggregate Level 3 balance of approximately $ 1.5 million at December 31, 2025.

There were no sales, settlements, or transfers out of Level 3 during the year.

Nonrecurring Measurements

13 unchanged sentences

Loans and leases receivable, net 1,176,813 — — 1,148,160

Federal Reserve and FHLB stock 13,907 — 13,907 —

FHLB stock 13,907 — 13,907 —

Interest receivable 6,300 — 6,300 —

2 unchanged sentences

FHLB advances 240,000 — 240,832 —

Other borrowings 12,000 — 12,041 —

Interest payable 3,457 — 3,457 —

5 unchanged sentences

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

Interest-earning time deposits 300 — 300 —

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

2 unchanged sentences

Loans and leases receivable, net 1,158,879 — — 1,099,274

Federal Reserve and FHLB stock 12,647 — 12,647 —

FHLB stock 13,907 — 13,907 —

Interest receivable 6,030 — 6,030 —

6 unchanged sentences

The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying consolidated balance sheets at amounts other than fair value.

Cash and Cash Equivalents, Interest-Earning Time Deposits and Federal Reserve and Federal Home Loan Bank Stock – The carrying amount approximates fair value.

Cash and Cash Equivalents, Interest-Earning Time Deposits and Federal Home Loan Bank Stock – The carrying amount approximates fair value.

Held-to-Maturity Securities – Fair value is based on quoted market prices, if available.

20 unchanged sentences

Dividends from bank subsidiary $ 8,000 $ 4,750

Dividends from captive subsidiary 890 —

Other income 509 587

1 unchanged sentence

Other expenses 2,976 2,875

Income (loss) before income tax benefit and undistributed subsidiary (loss) income 2,462 ( 2,482 )

Income before income tax benefit and undistributed subsidiary income 6,423 2,462

Income tax benefit ( 561 ) ( 301 )

12 unchanged sentences

Changes in other assets and other liabilities 349 ( 1,839 )

Net cash (used in) provided by operating activities

3,059 ( 833 )

Net cash provided by operating activities 8,887 3,059

Investing Activities

27 unchanged sentences

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-K

Item 8. Financial Statements and Supplementary Data