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Item 2. Management’s Discussion and Analysis

2026-05-12 compared with 2025-11-10 · 160 added, 230 removed, 189 unchanged (67% 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 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 “Company”) at March 31, 2026, and the consolidated results of operations for the three month periods ended March 31, 2026, compared to the same periods in 2025, 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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• the effects of climate change, severe weather, natural disasters, pandemics, epidemics and other public health crises, acts of war or terrorism, civil unrest, and other external events;

• the other risks detailed in this report and from time to time in our other filings with the Securities and Exchange Commission ("SEC"), including our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”).

• the other risks detailed in this report and from time to time in our other filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2025 ("2025 Form 10-K").

Further, statements about the potential effects of the Company’s proposed merger with The Farmers Bancorp, Frankfort, Indiana ("Farmers Bancorp") on the Company’s business, financial results, and condition may constitute forward-looking statements and are subject to the risk that the actual effects may differ, possibly materially, from what is reflected in the forward-looking statements due to factors and future developments which are uncertain, unpredictable and in many cases beyond the Company’s control, including the following:

• events, changes, or circumstances that could give rise to the right of either party to terminate the merger agreement;

• the possibility that the merger may not be completed on the anticipated terms, within the expected timeframe, or at all;

• failure to obtain shareholder approvals;

• challenges in meeting expectations regarding the timing, completion, accounting, and tax treatment of the merger;

• the potential that anticipated cost savings, synergies, or revenue enhancements may not be realized to the extent anticipated, or at all, or may take longer to achieve;

• higher-than-expected transaction costs, integration costs, or unexpected events related to the transaction and subsequent integration;

• dilution from the issuance of additional Richmond Mutual common stock in connection with the merger;

• potential litigation or other legal proceedings related to the merger;

• restrictions during the pendency of the transaction that may limit business opportunities or strategic initiatives;

• the ability to successfully integrate operations, systems, personnel, and technologies post-merger;

• disruption to customer, employee, or vendor relationships, including key community relationships;

• diversion of management’s attention from ongoing operations and strategic initiatives;

• lower-than-expected revenues or profitability following the merger;

• changes in credit, capital markets, or economic, political, or regulatory conditions;

• competition from banks and other financial service providers;

• the Company’s, Farmers Bancorp’s or the combined company’s success at managing the risks involved in the foregoing items;

• other factors detailed in Richmond Mutual’s filings with the SEC.

These forward-looking statements are based on information known to us as of the date of this Form 10-Q and speak only as of that date.

We undertake no obligation to publicly update or revise any forward-looking statements included in this report or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise.

In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this report might not occur and you should not put undue reliance on any forward-looking statements.

Additional factors that may affect our results are discussed under Part II, Item 1A in this document under the heading "Risk Factors."

The Company, a Maryland corporation, is a bank holding company for its wholly owned subsidiary, First Bank Richmond.

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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 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.

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 and its six full-service offices located in Piqua (2), Sidney (2), Troy (1), and Columbus (1), 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 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 generates commercial, mortgage and consumer loans and leases and gathers deposits primarily within Wayne and Shelby Counties, Indiana and Shelby, Miami, and Franklin 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.

First Bank Richmond's trust and wealth management division provides fiduciary, investment management, and custodial services.

Wealth management assets under management and administration totaled $249.9 million at March 31, 2026.

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.

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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.

At March 31, 2026, 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 $144.9 million in stockholders’ equity.

At March 31, 2026, First Bank Richmond’s total risk-based capital ratio was 14.62%, exceeding the 10.0% requirement for a well-capitalized institution.

For the three months ended March 31, 2026, net income was $2.8 million, compared with net income of $2.0 million for the three months ended March 31, 2025.

Proposed Merger with The Farmers Bancorp, Frankfort, Indiana

On November 11, 2025, the Company entered into an Agreement and Plan of Merger (the “merger agreement”) with Farmers Bancorp, pursuant to which Farmers Bancorp will merge with and into the Company, with the Company as the surviving corporation (the “merger”).

Immediately following the merger, The Farmers Bank will merge with and into First Bank Richmond, with First Bank Richmond as the surviving institution.

The transaction has been approved by the boards of directors of both companies, and all required regulatory approvals have been received.

A special meeting of Farmers Bancorp shareholders to approve the merger agreement and related transactions is scheduled for May 26, 2026.

The Company will seek shareholder approval of the issuance of its shares in the transaction at its annual meeting of shareholders to be held on May 27, 2026.

The transaction is expected to be completed at or around the end of the second quarter of 2026, subject to shareholder approvals and the satisfaction of customary closing conditions.

Under the terms of the merger agreement, holders of Farmers Bancorp common stock will receive 3.40 shares of Company common stock for each share of Farmers Bancorp common stock.

The total value of the transaction will fluctuate based on the Company’s stock price prior to closing.

Upon completion of the transaction, Farmers Bancorp shareholders are expected to own approximately 38% of the Company.

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.," and the combined bank, subject to regulatory approval, will operate under the new name "First Bank Midwest".

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.

Critical Accounting Estimates

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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 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.

There have been no significant changes during the three months ended March 31, 2026 to the critical accounting estimates reported in Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2025 Form 10-K.

See "Critical Accounting Estimates" included in Part II, Item 7 of our 2025 Form 10-K for a further discussion of our Critical Accounting Estimates.

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 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.

Comparison of Financial Condition at March 31, 2026 and December 31, 2025

Total assets decreased $6.6 million, or 0.4%, to $1.5 billion at March 31, 2026 from December 31, 2025.

The decrease was primarily the result of a $6.8 million, or 2.7%, decrease in investment securities, to $247.9 million, and a $2.7 million, or 0.2%, decrease in loans and leases, net of allowance for credit losses, to $1.2 billion, partially offset by a $1.7 million, or 5.0%, increase in cash and cash equivalents to $34.8 million.

Investment Securities.

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.

Investment securities available for sale totaled $245.5 million and $251.9 million, while investment securities held to maturity totaled $2.4 million and $2.7 million at March 31, 2026 and December 31, 2025, respectively.

The $6.4 million, or 2.5%, decrease in investment securities available for sale was primarily due to $4.0 million in maturities and principal repayments and a $3.1 million downward mark-to-market adjustment on the investment portfolio, partially offset by $955,000 in purchases of securities.

The $395,000 decrease in investment securities held to maturity was the

result of scheduled principal repayments and maturities.

The proceeds received from the maturities and repayments 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 $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 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.

Loans and leases, net of allowance for credit losses on loans and leases, decreased $2.7 million, or 0.2%, to $1.2 billion at March 31, 2026 from December 31, 2025, resulting from decreases in residential mortgage, direct financing leases, and consumer loans of $4.8 million, $2.8 million, and $1.1 million, respectively.

These decreases were partially offset by a $2.7 million increase in commercial and industrial loans, and a $2.6 million increase in construction and development loans.

At March 31, 2026, loans held for sale totaled $835,000, compared to $828,000 at December 31, 2025.

Nonaccrual loans and leases totaled $15.9 million at March 31, 2026, compared to $13.2 million at December 31, 2025.

The increase was primarily due to one multi-family loan of $2.4 million, which was past due 90 days or more and accruing at December 31, 2025.

Accruing loans and leases past due 90 days or more totaled $1.7 million and $4.2 million at March 31, 2026 and December 31, 2025, respectively.

The decrease in accruing loans past due 90 days or more was primarily due to the transfer of the previously mentioned multi-family loan to nonaccrual.

Nonperforming loans and leases, consisting of nonaccrual loans and leases and accruing loans and leases 90 days or more past due, totaled $17.6 million, or 1.48% of total loans and leases, at March 31, 2026, compared to $17.4 million, or 1.46% of total loans and leases, at December 31, 2025.

Allowance for Credit Losses.

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.

In addition, updated economic forecasts, including expectations for slowing GDP growth and rising unemployment, contributed to a more cautious provisioning approach.

The allowance for credit losses on loans and leases increased $274,000, or 1.7%, to $16.7 million at March 31, 2026 from December 31, 2025.

At March 31, 2026, the allowance for credit losses on loans and leases totaled 1.41% of total loans and leases outstanding.

At December 31, 2025, the allowance for credit losses on loans and leases totaled $16.5 million, or 1.38% of total loans and leases outstanding.

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.

Net charge-offs during the first three months of 2026 totaled $347,000, and were primarily attributable to direct financing leases, compared to net charge-offs of $395,000 during the first three months of 2025.

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 September 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 March 31, 2026, 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 $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 $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 September 30, 2025, approximately $262.3 million of our deposit portfolio, or 23.5% of total deposits, excluding collateralized public deposits, was uninsured.

Other assets increased $489,000, or 2.6%, to $19.3 million at March 31, 2026 from $18.8 million at December 31, 2025.

The increase was primarily caused by an increase in the Company's deferred tax asset, reflecting higher unrealized losses in the available for sale investment portfolio.

Total deposits decreased $8.5 million, or 0.8%, to $1.1 billion at March 31, 2026 from December 31, 2025.

The decrease in deposits primarily was due to decreases in retail (non-brokered) time deposits of $13.9 million, and savings and money market accounts of $3.1 million.

These decreases were partially offset by an increase in interest-bearing demand deposits of $8.6 million.

Brokered deposits totaled $236.5 million, or 21.4% of total deposits, at March 31, 2026, compared to $235.9 million, or 21.2% of total deposits, at December 31, 2025.

At March 31, 2026, noninterest-bearing deposits totaled $99.4 million, or 9.0% of total deposits, compared to $100.1 million, or 9.0% of total deposits, at December 31, 2025.

As of March 31, 2026, approximately $247.9 million of our deposit portfolio, or 22.4% 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, 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.

Total borrowings increased $4.0 million, or 1.6%, to $256.0 million at March 31, 2026, compared to $252.0 million at December 31, 2025, reflecting a modest increase in FHLB advances.

However, the average balance of FHLB borrowings decreased $4.9 million to $241.1 million during the first quarter of 2026 compared to the fourth quarter of 2025, as the Company continued to reduce its reliance on wholesale funding over the course of the quarter.

The weighted-average interest rate on FHLB advances was 4.09% at March 31, 2026, compared to 3.96% at December 31, 2025.

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 $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.

In addition, noninterest income declined $27,000, and noninterest expense increased $67,000.

Stockholders’ equity totaled $144.9 million at March 31, 2026, a decrease of $871,000, or 0.6%, from December 31, 2025.

The decrease primarily resulted from a $2.5 million increase in accumulated other comprehensive loss as a result of a reduction in fair values in the Company's available for sale investment portfolio, and the payment of $1.5 million in dividends to stockholders, partially offset by net income of $2.8 million.

The available-for-sale portfolio had a net unrealized loss of $46.9 million at March 31, 2026, compared to $43.7 million at December 31, 2025.

The after-tax impact of the AOCL on equity was $37.0 million at March 31, 2026, compared to $34.6 million at December 31, 2025.

The Company's equity to asset ratio was 9.54% at March 31, 2026.

At March 31, 2026, First Bank Richmond's Tier 1 capital to total assets ratio was 11.10% and its capital was well in excess of all regulatory requirements.

Comparison of Results of Operations for the Three Months Ended March 31, 2026 and 2025.

Net income for the three months ended March 31, 2026 was $2.8 million, an $817,000 or 41.5% increase from net income of $2.0 million for the three months ended March 31, 2025.

Diluted earnings per share were $0.28 for the first quarter of 2026, compared to $0.20 diluted earnings per share for the first quarter of 2025.

The increase in net income primarily was the result of an increase in net interest income of $1.2 million and an increase in noninterest income of $136,000, partially offset by an increase in noninterest expense of $331,000 and income tax expense of $214,000.

Interest Income.

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 income increased $294,000, or 1.4%, to $21.2 million during the quarter ended March 31, 2026, compared to $20.9 million during the quarter ended March 31, 2025.

The increase was primarily driven by growth in interest income on loans and leases, partially offset by a decrease in interest income from other earning assets.

Interest income on loans and leases increased $337,000, or 1.8%, to $19.1 million for the quarter ended March 31, 2026, from $18.8 million for the comparable quarter in 2025.

The increase was primarily driven by a 10 basis point improvement in the average yield, which rose to 6.46% from 6.36%, as new loans and leases were originated at higher rates than the average yield in the existing loan and lease portfolio and existing variable rate loans adjusted upward during the period due to the overall higher interest rate environment.

The average outstanding loan and lease balance was relatively stable at approximately $1.2 billion for both periods.

Interest income on investment securities, excluding FHLB stock, decreased $70,000, or 4.2%, to $1.6 million for the first quarter of 2026 from the comparable quarter in 2025.

The decrease was due to a $5.3 million decrease in the average balance, primarily as a result of maturities and paydowns on securities, and a six basis point decrease in the average yield earned on investment securities.

The average yield on investment securities, excluding FHLB stock, decreased to 2.46% for the first quarter of 2026, compared to 2.52% for the first quarter of 2025.

The average balance of investment securities, excluding FHLB stock, decreased to $256.8 million for the quarter ended March 31, 2026, compared to $262.1 million for the quarter ended March 31, 2025.

Dividends on FHLB stock decreased $20,000, or 6.4%, during the quarter ended March 31, 2026, from the comparable quarter in 2025, resulting in an average yield on FHLB stock of 8.37% for the three months ended March 31, 2026, compared to 8.95% for the three months ended March 31, 2025.

Interest income on cash and cash equivalents increased $47,000, or 35.9%, to $178,000 during the quarter ended March 31, 2026 from the comparable quarter in 2025, due to a $6.7 million increase in the average balance of cash and cash equivalents, partially offset by a 29 basis point decrease in the average yield.

Interest Expense.

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.

Interest expense decreased $894,000, or 8.4%, to $9.7 million for the quarter ended March 31, 2026, compared to $10.6 million for the quarter ended March 31, 2025.

The decrease reflected lower funding costs across both deposit and borrowing categories.

Interest expense on deposits decreased $546,000, or 7.0%, to $7.3 million for the quarter ended March 31, 2026, from $7.8 million for the comparable quarter in 2025.

The decrease primarily was attributable to a 28 basis point decrease in the average rate paid on interest-bearing deposits, which fell to 2.89% from 3.17%.

The average balance of interest-bearing deposits increased to $1.0 billion from $989.4 million, partially offsetting the rate-driven reduction in expense.

Interest expense on FHLB borrowings decreased $348,000, or 12.6%, to $2.4 million in the first quarter of 2026 compared to $2.8 million for the same quarter in 2025.

The decrease was primarily attributable to a $33.6 million reduction in the average balance of borrowings, which declined to $241.1 million from $274.7 million, reflecting reduced reliance on

wholesale funding.

The average rate paid on FHLB borrowings was relatively unchanged at 4.01%, compared to 4.03% for the comparable quarter of 2025.

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 $1.9 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.

Average Balances, Interest and Average Yields/Cost.

The following table sets forth for the periods indicated, information regarding average balances of assets and liabilities as well as the total dollar amounts of interest income from average interest-earning assets and interest expense on average interest-bearing liabilities, resultant yields, interest rate spread, net interest margin (otherwise known as net yield on interest-earning assets), and the ratio of average interest-earning assets to average interest-bearing liabilities.

Average balances have been calculated using daily balances.

Non-accruing loans have been included in the table as loans carrying a zero yield.

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

Three Months Ended September 30,

Outstanding Interest

(Dollars in thousands)

Interest-earning assets:

Loans and leases receivable $ 1,186,517 $ 19,676 6.63 % $ 1,153,325 $ 18,071 6.27 %

Securities 249,857 1,620 2.59 % 270,857 1,700 2.51 %

FHLB stock 13,907 314 9.03 % 13,907 302 8.69 %

Cash and cash equivalents and other 20,957 203 3.87 % 15,874 188 4.74 %

Total interest-earning assets 1,471,238 21,813 5.93 % 1,453,963 20,261 5.57 %

Non-earning assets 39,591 40,485

Total assets 1,510,829 1,494,448

Interest-bearing liabilities:

Savings and money market accounts 303,742 1,747 2.30 % 290,108 1,779 2.45 %

Interest-bearing checking accounts 145,916 425 1.17 % 140,028 431 1.23 %

Certificate accounts 539,389 5,585 4.14 % 570,820 6,121 4.29 %

Borrowings 265,793 2,761 4.16 % 244,793 2,497 4.08 %

Total interest-bearing liabilities 1,254,840 10,518 3.35 % 1,245,749 10,828 3.48 %

Noninterest-bearing demand deposits 108,360 101,239

Other liabilities 14,099 13,200

Stockholders' equity 133,530 134,260

Total liabilities and stockholders' equity 1,510,829 1,494,448

Net interest income $ 11,295 $ 9,433

Net earning assets $ 216,398 $ 208,214

Net interest rate spread (1)

2.58 % 2.09 %

Net interest margin (2)

3.07 % 2.60 %

Average interest-earning assets to average interest-bearing liabilities

117.25 % 116.71 %

_____________

(1) Annualized.

Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.

(2) Annualized.

Net interest margin represents net interest income divided by average total interest-earning assets.

Provision for Credit Losses.

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.

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 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 $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 $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 $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 $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 $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 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.

This margin expansion was supported by growth in higher-yielding asset categories, particularly commercial and multi-family loans.

Net interest income before the provision for credit losses increased $1.2 million, or 11.6%, to $11.4 million for the first quarter of 2026, compared to $10.3 million for the first quarter of 2025.

This increase was due to a 32 basis point increase in the average interest rate spread and a $16.0 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 decrease in funding costs.

Net interest margin (annualized) was 3.10% for the three months ended March 31, 2026, compared to 2.79% for the three months ended March 31, 2025.

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

The Federal Open Market Committee maintained the target range at 3.50% to 3.75% through the first quarter of 2026 following rate reductions implemented in late 2025.

Average Balances, Interest and Average Yields/Cost.

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

Nine Months Ended September 30,

Three Months Ended March 31,

Outstanding Interest

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Provision for Credit Losses.

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.

A provision for credit losses of $693,000 was recorded during the three months ended March 31, 2026, compared to $731,000 for the three months ended March 31, 2025.

Net charge-offs during the first quarter of 2026 were $347,000 compared to $395,000 in the first quarter of 2025.

The decreased provision for credit losses during the quarter was primarily due to reduced charge-offs as compared to the prior year.

Noninterest Income.

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 income increased $136,000, or 11.7%, to $1.3 million for the quarter ended March 31, 2026, compared to the same quarter in 2025.

The increase resulted primarily from an increase in net gains on loan and lease sales and other income.

Net gains on loan and lease sales increased $78,000, or 82.0%, to $173,000 during the quarter ended March 31, 2026, compared to $95,000 during the comparable quarter in 2025, primarily due to higher mortgage banking activity.

Other income increased $32,000, or 8.8%, to $392,000 for the quarter ended March 31, 2026, compared to $360,000 for the comparable quarter in 2025, due to increased wealth management income driven by improved market performance and a higher amount of client assets under management.

Partially offsetting these increases was a decrease in loan and lease servicing fees of $19,000, or 16.7%, to $94,000 for the quarter ended March 31, 2026, compared to $112,000 for the comparable quarter in 2025.

Noninterest Expense.

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

Noninterest expense increased $331,000, or 4.0%, to $8.7 million for the three months ended March 31, 2026, compared to the same period in 2025.

The increase reflected higher data processing costs and elevated other expenses due to nonrecurring items, partially offset by decreases in salaries and employee benefits, legal and professional fees, and deposit insurance expense.

Salaries and employee benefits, the largest component of noninterest expense, decreased $148,000, or 3.1%, to $4.6 million, primarily due to reduced equity compensation expenses.

Data processing fees increased $290,000, or 32.2%, to $1.2 million, primarily due to one-time core processor fees of $188,000 related to new product implementations.

Other expenses increased $213,000, or 19.5%, to $1.3 million.

The current quarter included $263,000 in check fraud losses related to a single customer and $150,000 in real estate taxes paid on a nonaccrual loan, both of which are nonrecurring in nature.

These items were partially offset by approximately $200,000 in decreases related to contract negotiation expenses with our core provider recognized in the first quarter of 2025.

Legal and professional fees decreased $72,000, or 13.6%, to $459,000.

Deposit insurance expense decreased $54,000, or 15.9%, to $285,000, primarily due to shifts in First Bank Richmond's asset and deposit mix and related impact on FDIC assessments.

Income Tax Expense.

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.

The provision for income taxes increased $214,000, or 61.5%, to $562,000 during the three months ended March 31, 2026, compared to $348,000 for the same period in 2025.

The effective tax rate was 16.8% for the current quarter, compared to 15.0% for the comparable quarter in 2025.

The increase in the effective tax rate reflected higher pre-tax income, which reduced the relative benefit of fixed tax-exempt income and deductions as a percentage of total pre-tax earnings.

Capital and Liquidity

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.

Shareholders' equity totaled $144.9 million at March 31, 2026, compared to $145.8 million at December 31, 2025, a decrease of $871,000.

Equity was positively impacted during the first quarter of 2026 by net income of $2.8 million, $188,000 related to the allocation of ESOP shares, and $87,000 of stock-based compensation expense.

These increases were more than offset by a $2.4 million increase in AOCL and $1.5 million in dividends paid to stockholders.

We paid a regular quarterly dividend of $0.15 per common share during the first quarter of 2026 and the first quarter of 2025.

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 September 30, 2025.

Assuming continued payment during 2026 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 outstanding shares at March 31, 2026.

Stock Repurchase Plans.

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.

During the three months ended March 31, 2026, the Company did not have an existing stock repurchase program, and did not repurchase any shares of its common stock.

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.

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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.

Asset liquidity is provided by liquid assets which are readily marketable or pledgeable or which will mature in the near future.

Liquid assets generally include cash, interest-bearing deposits in banks, securities available for sale, maturities and cash flow from securities held to maturity, sales of fixed rate residential mortgage loans in the secondary market, and federal funds sold and resell agreements.

Liquid assets generally include cash, interest-bearing deposits in banks, securities available for sale, maturities and cash

flow from securities held to maturity, sales of fixed rate residential mortgage loans in the secondary market, and federal funds sold and resell agreements.

Liability liquidity generally is provided by access to funding sources which include core deposits and advances from the FHLB and other borrowing relationships with third party financial institutions.

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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 $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.

Our liquid assets in the form of cash and cash equivalents and investments available for sale totaled $283.1 million at March 31, 2026.

Certificates of deposit scheduled to mature in less than one year from March 31, 2026 totaled $382.8 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.

As of March 31, 2026, we had approximately $23.8 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 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.

As of March 31, 2026, based upon available, pledgeable collateral, our total remaining borrowing capacity with the FHLB was approximately $113.4 million.

Furthermore, at March 31, 2026, we had approximately $136.2 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 March 31, 2026, 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.

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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.

Net cash provided by operating activities was $2.8 million for the three months ended March 31, 2026, compared to $2.2 million provided by operating activities for the three months ended March 31, 2025.

The increase in operating cash flows primarily reflected higher net income and changes in operating assets and liabilities.

Net cash provided by investing activities totaled $4.8 million for the three months ended March 31, 2026, compared to $12.0 million used in the same period of 2025.

The significantly lower cash usage in the first quarter of 2026 was primarily due to reduced net loan growth compared to the prior-year period, as net loans decreased $2.3 million in the current quarter compared to growth of $16.0 million in the first quarter of 2025.

Net cash used in financing activities was $5.9 million for the three months ended March 31, 2026, compared to $15.1 million provided by financing activities during the same period in 2025.

The change primarily reflected higher net deposit outflows, particularly in certificates of deposit, which decreased $13.4 million in the first quarter of 2026 compared to an increase of $11.5 million in the prior-year period.

Additionally, the Company repaid $12.0 million in other borrowings during the first quarter of 2026 with no comparable activity in the prior-year period.

These outflows were partially offset by increases in demand and savings deposits and a net increase in FHLB advances of $16.0 million in the current quarter compared to $9.0 million in the prior-year period.

The first quarter of 2025 also included $4.2 million in common stock repurchases under the Company's repurchase program, with no comparable activity in the current quarter.

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 2025 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 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.

At March 31, 2026, Richmond Mutual Bancorporation, on an unconsolidated basis, had $3.0 million in cash, noninterest-bearing deposits, and liquid investments generally available for its cash needs.

Regulatory Capital Requirements.

First Bank Richmond is subject to minimum capital requirements imposed by the FDIC.

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 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.

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 March 31, 2026, 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 September 30, 2025

As of March 31, 2026

Total risk-based capital (to risk weighted assets) $ 187,015 14.6 % $ 102,351 8.0 % $ 127,939 10.0 %

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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.

At March 31, 2026, 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 September 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 March 31, 2026, 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