What changed in this filing

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Item 1. Business

2024-03-29 compared with 2023-03-31 · 146 added, 151 removed, 927 unchanged (24% of the section changed)

49 unchanged sentences

As of December 31, 2023, FB Richmond Properties held approximately $106.1 million in residential mortgages and commercial real estate loans.

At December 31, 2022, on a consolidated basis, we had $1.3 billion in assets, $961.7 million in loans and leases, net of allowance, $1.0 billion in deposits and $133.0 million in stockholders’ equity.

At December 31, 2023, on a consolidated basis, we had $1.5 billion in assets, $1.1 billion in loans and leases, net of allowance, $1.0 billion in deposits and $134.9 million in stockholders’ equity.

At December 31, 2023, First Bank Richmond’s total risk-based capital ratio was 14.1%, exceeding the 10.0% requirement for a well-capitalized institution.

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It is favorably located with excellent highway access and has over 7.7 million people within a 100-mile radius.

Manufacturing is the primary source of employment, followed by health care and food service.

Health care and social services are the primary sources of employment, followed by manufacturing and food service.

The city is home to a regional hospital, Reid Health, as well as five higher educational institutions:

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Cambridge City is located in the western part of Wayne County approximately 15 miles west of Richmond, and had an estimated population of 1,500 with a median household income of approximately $46,700 in 2023.

The workforce in this community is primarily composed of factory workers and employees in the agricultural sector.

The workforce in this community is primarily composed of health care and social service workers and employees in the manufacturing sector.

Centerville had an estimated population of 2,800 with a median household income of approximately $51,100 in 2023.

5 unchanged sentences

Shelbyville, which had an estimated population of 19,700 with a median household income of $55,900, is located in central Indiana and within the Indianapolis metropolitan area.

Manufacturing and retail trade are the largest employment sectors in Shelby County.

Manufacturing, health care, and social services are the largest employment sectors in Shelby County.

The unemployment rate in Shelby County was 2.3% in December 2023 compared to 1.9% in December 2022.

5 unchanged sentences

Manufacturing is the dominant industry among the employee workforce in Shelby County.

Leading manufacturing employers in Shelby County include Honda of America Manufacturing, Emerson Climate Technologies, Airstream, Plastipak Packaging, and Wilson Health.

The unemployment rate in Shelby County was 2.9% in December 2022 compared to 2.8% in December 2021.

Leading manufacturing employers in Shelby County include Honda of America Manufacturing, Airstream, Plastipak Packaging, and Wilson Health.

The unemployment rate in Shelby County was 2.9% in both December 2023 and 2022.

Miami County is located in west central Ohio and is part of the Dayton metropolitan area.

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Troy had an estimated population in 2023 of 26,500 with a median household income of approximately $69,700, while Piqua had a population of 20,400 with a median household income of approximately $55,400.

Manufacturing is the leading industry employment sector in Miami County, followed by retail trade and health care and social services.

Manufacturing is the leading industry employment sector in Miami County, followed by health care and social services as well as retail trade.

The largest employers in Miami County include Upper Valley Medical Center, Clopay Building Products, F&P America, UTC Aerospace Systems, Meijer Distribution Center, ConAgra Foods, American Honda, and Hobart Brothers.

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As of December 31, 2023, First Bank Richmond was in compliance with the loans-to-one-borrower limitations.

At December 31, 2022, our largest lending relationship with one borrower was for $17.3 million consisting of four commercial real estate loans secured by properties in the Columbus, Ohio area.

At December 31, 2023, our largest lending relationship with one borrower was for $19.0 million consisting of three commercial real estate loans secured by properties in the Dayton, Ohio area.

All of these loans were performing in accordance with their repayment terms at December 31, 2023.

10 unchanged sentences

Loans that have adjustable rates are shown as amortizing to final maturity rather than when the interest rates are next subject to change.

Loan balances do not include undisbursed loan proceeds, unearned discounts, unearned income and allowance for loan and lease losses.

Loan balances do not include undisbursed loan proceeds, unearned discounts, unearned income and allowance for credit losses on loans and leases.

Due in 1 Year or Less Weighted Average Yield Due After 1 Year Through 5 Years Weighted Average Yield Due After 5 Years Through 15 Years Weighted Average Yield Due After 15 Years Weighted Average Yield Total Loans and Leases Weighted Average Yield

23 unchanged sentences

We make one- to four-family residential real estate loans and home equity loans and lines of credit secured by the borrower’s primary residence.

In addition, we may periodically purchase residential loans, which we refer to as brokered mortgages, primarily during periods of reduced loan demand in our primary market areas and at times to support our Community Reinvestment Act lending activities, although we have not purchased any brokered mortgage loans in the last eight years.

Any such purchases are made generally consistent with our underwriting standards for residential mortgage loans.

5 unchanged sentences

Loans that are sold into the secondary market to Fannie Mae or the FHLB of Indianapolis are sold with the servicing retained to maintain the client relationship and to generate non-interest income.

The sale of mortgage loans provides a source of non-interest income through the gain on sale, reduces our interest rate risk, provides a stream of servicing income, enhances liquidity and enables us to originate more loans at our current capital level than if we held the loans in our loan portfolio.

During the year ended December 31, 2022, we originated $41.3 million

one- to four-family fixed-rate mortgage loans and $24.0 million one- to four-family adjustable-rate mortgage (“ARM”) loans, and sold $28.1 million of these loans without recourse to Fannie Mae and the FHLB of Indianapolis.

The sale of mortgage loans provides a source of non-interest income through the gain on sale, reduces our interest rate

risk, provides a stream of servicing income, enhances liquidity and enables us to originate more loans at our current capital level than if we held the loans in our loan portfolio.

During the year ended December 31, 2023, we originated $33.1 million one- to four-family fixed-rate mortgage loans and $21.4 million one- to four-family adjustable-rate mortgage (“ARM”) loans, and sold $19.6 million of these loans without recourse to Fannie Mae and the FHLB of Indianapolis.

See “- Originations, Sales and Purchases of Loans.”

We also, from time to time, make a limited amount of Federal Housing Administration (“FHA”) loans, U.S.

Department of Veterans Affairs (“VA”) loans and U.S.

Department of Agriculture (“USDA”) loans, all of which we originate for sale on a servicing-released, non-recourse basis in accordance with FHA, VA and USDA guidelines.

During the year ended December 31, 2022, we did not originate or sell any FHA, VA or USDA loans, compared to $624,000 of FHA, VA and USDA loans originated and sold during the year ended December 31, 2021.

Substantially all of the one- to four-family residential mortgage loans we retain in our portfolio consist of fixed-rate loans that do not satisfy acreage limits, income, credit, conforming loan limits (i.e., jumbo mortgages) or various other requirements imposed by Fannie Mae or are adjustable-rate loans.

Substantially all the one- to four-family residential mortgage loans we retain in our portfolio consist of fixed-rate loans that do not satisfy acreage limits, income, credit, conforming loan limits (i.e., jumbo mortgages) or various other requirements imposed by Fannie Mae or are adjustable-rate loans.

Some of these loans are also originated to meet the needs of borrowers who cannot otherwise satisfy Fannie Mae credit requirements because of personal and financial reasons (i.e., bankruptcy, length of time employed, etc.), and other aspects which do not conform to Fannie Mae’s guidelines.

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If the loan to value ratio on the property is sufficient, regardless of the improvements to be made, the proceeds may be disbursed directly to the borrower.

When the appraised value is dependent on the improvements to meet the

loan to value requirement, the proceeds are held by us until we receive reasonable assurance that the improvements have been completed.

When the appraised value is dependent on the improvements to meet the loan to value requirement, the proceeds are held by us until we receive reasonable assurance that the improvements have been completed.

The loan officers, at their discretion, may use a limited appraisal or a recertification of value on these types of loans.

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Such loans are independently underwritten according to our policies.

At December 31, 2022, our purchased multi-family and commercial real estate loan participations totaled $40.9 million, or 9.7% of our total multi-family and commercial real estate loan portfolios.

At December 31, 2023, our purchased multi-family and commercial real estate loan participations totaled $39.2 million, or 8.2% of our total multi-family and commercial real estate loan portfolios, of which $4.4 million involve loans secured by collateral outside of our primary market area.

Multi-family and commercial real estate loans generally are priced at a higher rate of interest than one- to four-family residential loans.

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When evaluating the qualifications of the borrower, we consider the financial resources of the borrower, the borrower’s experience in owning or managing similar property and the borrower’s payment history with us and other financial institutions.

In evaluating the property securing the loan, the factors we consider include the net operating income of the mortgaged property before debt service and depreciation, the ratio of the loan amount to the appraised value of the mortgaged property and the debt service coverage ratio (the ratio of

net operating income to debt service).

We generally require a debt service ratio of at least 1.10x.

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For loans less than $1.0 million but greater than $150,000, a full Phase I Environmental Audit is not required, although an environmental investigation is typically performed by qualified bank personnel or a third party to determine if a full Phase I Environmental Audit should be done.

At December 31, 2022, the average loan size of our outstanding multi-family and commercial real estate loans was $1.1 million, and the largest of such loans was a $11.8 million loan secured by a first mortgage on a parking garage and apartment building located in the Columbus, Ohio metropolitan area.

At December 31, 2023, the average loan size of our outstanding multi-family and commercial real estate loans was $1.1 million, and the largest of such loans was an $11.5 million loan secured by a first mortgage on a parking garage and apartment building located in the Columbus, Ohio metropolitan area.

This loan was performing in accordance with its repayment terms at December 31, 2023.

We had 50 other commercial and multi-family real estate loans with an outstanding balance in excess of $3.0 million at December 31, 2023, all of which were performing in accordance with their repayment terms at December 31, 2023.

Our largest lending relationship with one borrower at December 31, 2022 was for $26.4 million consisting of seven commercial real estate loans secured by six separate hotels, three in the Dayton, Ohio area, one in the Columbus, Ohio area and two in the Cincinnati, Ohio area, all with a common guarantor.

All of these loans were performing in accordance with their repayment terms at December 31, 2022.

Our largest lending relationship with one borrower at December 31, 2023 was for $19.0 million consisting of three commercial real estate loans secured by properties in the Dayton, Ohio area.

All these loans were performing in accordance with their repayment terms at December 31, 2023.

Multi-family and commercial real estate loans entail greater credit risks compared to one- to four-family residential real estate loans because they typically involve larger loan balances concentrated with single borrowers or groups of related borrowers.

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Lines of credit and term loans typically are reviewed annually.

As of December 31, 2022, we had $100.4 million of commercial and industrial loans, representing 10.3% of our total loan and lease portfolio, including $6.3 million of unsecured commercial and industrial loans (which includes Paycheck Protection Program ("PPP") loans discussed below).

At December 31, 2022, we had $944,000 of loans originated under the PPP, a specialized low-interest loan program funded by the U.S.

Treasury Department and administered by the Small Business Administration (“SBA”).

The Bank, as a qualified SBA lender, was authorized to originate PPP loans.

PPP loans have an interest rate of 1.0%, a two- year or five-year loan term to maturity, and principal and interest payments deferred until the lender receives the applicable forgiven amount or ten months after the end of the borrower’s loan forgiveness covered period.

The SBA guarantees 100% of the PPP loans made to eligible borrowers.

The entire principal amount of the borrower’s PPP loan, including any accrued interest, is eligible to be reduced by the loan forgiveness amount under the PPP so long as employee and compensation levels of the business are maintained and the loan proceeds are used for other qualifying expenses.

The PPP expired on May 31, 2021.

The terms of our commercial and industrial loans, excluding PPP loans, vary by purpose and by type of underlying collateral.

As of December 31, 2023, we had $115.4 million of commercial and industrial loans, representing 10.4% of our total loan and lease portfolio, including $5.0 million of unsecured commercial and industrial loans.

The terms of our commercial and industrial loans vary by purpose and by type of underlying collateral.

We typically make equipment loans for a term of five years or less at fixed or adjustable rates, with the loan fully amortized over the term.

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The increased risk in commercial and industrial loans derives from the expectation that such loans generally are serviced principally from the operations of the business, and those operations may not be successful.

Any interruption or discontinuance

of operating cash flows from the business, which may be influenced by events not under the control of the borrower such as economic events and changes in governmental regulations, could materially affect the ability of the borrower to repay the loan.

Any interruption or discontinuance of operating cash flows from the business, which may be influenced by events not under the control of the borrower such as economic events and changes in governmental regulations, could materially affect the ability of the borrower to repay the loan.

In addition, the collateral securing commercial and industrial loans generally includes moveable property such as equipment and inventory, which may decline in value more rapidly than we anticipate, exposing us to increased credit risk.

2 unchanged sentences

This loan was performing in accordance with its repayment terms at December 31, 2023.

We had 20 other commercial and industrial loans with an outstanding balance in excess of $1.0 million at December 31, 2022, all but one of which were performing in accordance with their repayment terms at that date.

We had 21 other commercial and industrial loans with an outstanding balance in excess of $1.0 million at December 31, 2023, all but two of which were performing in accordance with their repayment terms at that date.

Construction and Development Lending.

4 unchanged sentences

At December 31, 2023, we had unfunded construction loan commitments totaling $102.0 million and $2.8 million in commercial and residential construction loans, respectively.

We also purchase and participate, from time to time, in construction loans from other financial institutions, which amounts are included in our construction and development loan portfolio.

Such loans are independently underwritten according to our policies.

At December 31, 2023, our purchased construction and development loan participations totaled $46.8 million, or 29.6% of our total construction and development loan portfolio, of which $17.6 million involve loans secured by collateral outside of our primary market area.

Our commercial construction loans are typically made to builders/developers that have an established record of successful project completion and loan repayment.

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Our commercial construction loans have terms that typically range from one to two years depending on factors such as the type and size of the development and the financial strength of the borrower/guarantor.

Commercial construction loans are typically structured with an interest only period during the construction phase.

Commercial construction loans are

typically structured with an interest only period during the construction phase.

Commercial construction loans are underwritten to either mature, or transition to a traditional amortizing loan, at the completion of the construction phase.

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These land loans also involve additional risks because the loan amount is based on the projected value of the lots after development.

We make these loans for up to 65% of

the estimated value of raw land and up to 75% of the estimated value of developed land, with a term of up to two years with interest only payments, payable monthly.

We make these loans for up to 65% of the estimated value of raw land and up to 75% of the estimated value of developed land, with a term of up to two years with interest only payments, payable monthly.

Construction loans generally involve greater credit risk than long-term financing on improved, owner occupied real estate.

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No assurances, however, can be given that these practices will be successful in mitigating the risks of construction and development lending.

At December 31, 2022, our largest construction and land development loan had an outstanding balance of $10.9 million and was secured by an apartment building located in Columbus, Ohio.

At December 31, 2023, our largest construction and land development loan had an outstanding balance of $11.7 million and was secured by a 210,000 square-foot industrial facility located in a Columbus, Ohio suburb.

At December 31, 2023, this loan was performing according to its repayment terms.

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A determination is made as to the applicant’s ability to repay in accordance with the proposed terms as well as an overall assessment of the risks involved.

In addition to an evaluation of the applicant’s financial condition, a determination is made of the probable adequacy of the primary

and secondary sources of repayment, such as personal guarantees, to be relied upon in the transaction.

In addition to an evaluation of the applicant’s financial condition, a determination is made of the probable adequacy of the primary and secondary sources of repayment, such as personal guarantees, to be relied upon in the transaction.

Credit agency reports of the applicant’s credit history supplement the analysis of the applicant’s creditworthiness.

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Our largest leasing relationship at that date was with the State of Arkansas which consisted of more than 3,300 leases totaling approximately $9.5 million in lease receivables, all of which were performing in accordance with the lease terms.

Our second largest leasing relationship was with a drilled pile foundation company located in Florida consisting of four contracts totaling approximately $1.6 million in lease receivables, all of which were performing in accordance with the lease terms.

Our second largest leasing relationship was with a drilled pile foundation company located in Florida consisting of three contracts totaling approximately $1.3 million in lease receivables, all of which were performing in accordance with the lease terms.

Consumer Lending.

20 unchanged sentences

Commercial and industrial

34,165 25,408 59,573

Leases 89,696 — 89,696

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Commercial and industrial

13,052 20,935 33,987

Leases 70,293 — 70,293

1 unchanged sentence

(1) Includes $2.3 million of fixed-rate and $17,000 of adjustable-rate loans secured by second mortgages on residential properties.

As reflected in the tables above, loan and lease originations decreased $47.4 million or 8.9%, to $486.3 million during 2022 compared to $533.7 million during 2021, primarily due to decreases in residential mortgage loans as a result of a slowdown in the refinancing and sales of housing in our area due to rising market interest rates, multifamily and commercial real estate loans also due to increasing interest rates, and commercial and industrial loans as a result of the expiration of the PPP in May 2021.

Construction and development loan originations increased year over year in line with management’s strategy to expand this portfolio.

As reflected in the tables above, loan and lease originations decreased $113.4 million, or 23.3%, to $372.9 million during 2023 compared to $486.3 million during 2022, primarily due to decreases in:

(i) residential mortgage loans as a result of a slowdown in the refinancing and sales of housing in our area due to rising market interest rates;

and (ii) multifamily, commercial real estate, and construction and development loans due to increasing interest rates.

We consider our balance sheet as well as market conditions on an ongoing basis in making decisions as to whether to hold residential loans we originate for investment or to sell these loans to investors, choosing the strategy that is most advantageous to us from a profitability and risk management standpoint.

We sell the majority of the fixed-rate conforming and eligible jumbo one- to four-family residential real estate loans that we originate, generally on a servicing-retained basis, while retaining some non-eligible fixed-rate and adjustable-rate one- to four-family residential real estate loans in order to manage the duration and time to repricing of our loan portfolio.

duration and time to repricing of our loan portfolio.

All FHA, VA and USDA loans we originate are sold on a servicing-released, non-recourse basis in accordance with FHA, VA and USDA guidelines.

For the years ended December 31, 2023 and 2022, we sold $19.7 million and $28.1 million of one- to four-family residential real estate loans, respectively.

During the year ended December 31, 2023, we originated and sold $65,000 of FHA, VA and USDA loans, compared to no FHA, VA or USDA loans originated or sold during the year ended December 31, 2022.

We recognize, at the time of sale, the cash gain or loss on the sale of the loans based on the difference between the net cash proceeds received and the carrying value of the loans sold.

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In these circumstances, we follow our customary loan underwriting and approval policies.

At December 31, 2022, we had 50 loans totaling $69.4 million in which we were not the lead lender.

At December 31, 2023, we had 45 loans totaling $93.4 million, consisting of $39.2 million of multifamily and commercial real estate loans, $46.8 million of construction and development loans, and $7.4 million of other loans in which we were not the lead lender (of which $22.0 million are for loans secured by collateral located outside of our primary market area).

All of these participation loans were performing in accordance with their original repayment terms at December 31, 2023.

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Loans and leases are reviewed on a regular basis.

Management determines that a loan or lease is impaired or nonperforming when it is probable at least a portion of the loan or lease will not be collected in accordance with the original terms due to a deterioration in the financial condition of the borrower or the value of the underlying collateral if the loan is collateral dependent.

When a loan or lease is determined to be impaired, the measurement of the loan or lease in the allowance for loan and lease losses is based on present value of expected future cash flows, except that all collateral-dependent loans are measured for impairment based on the fair value of the collateral.

Past due status is based on contractual terms of the loan.

For all loan classes, the entire balance of the loan is considered past due if the minimum payment contractually required to be paid is not received by the contractual due date.

Nonperforming loans and leases consist of loans and leases delinquent past 90 days and still accruing, and all loans and leases that are placed on nonaccrual.

Nonaccrual loans and leases are loans and leases for which collectability is questionable and, therefore, interest on such loans will no longer be recognized on an accrual basis.

and leases that become 90 days or more delinquent are placed on nonaccrual status unless the loan is well secured and in the process of collection.

When we acquire real estate as a result of foreclosure, the real estate is classified as foreclosed assets or Other Real Estate Owned.

Foreclosed assets are recorded at the lower of carrying amount or fair value, less estimated costs to sell.

Soon after acquisition, we order a new appraisal, or evaluation when acceptable, to determine the current market value of the property.

Any excess of the recorded value of the loan over the market value of the property is charged against the allowance for loan and lease losses, or, if the existing allowance is inadequate, charged to expense, in either case during the applicable period of such determination.

After acquisition, all costs incurred in maintaining the property are expensed.

We generally cease accruing interest on our loans and leases when contractual payments of principal or interest have become 90 days past due or management has serious doubts about further collectability of principal or interest, even though the loan or lease is currently performing.

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Nonperforming loans and leases totaled $8.0 million, or 0.72% of total loans and leases at December 31, 2023 and $9.2 million, or 0.94% of total loans and leases at December 31, 2022.

The increase in nonperforming loans was primarily attributable to a $1.3 million increase in commercial and industrial loans, primarily due to one loan of $1.3 million secured by business assets and a second mortgage, past due more than 90 days and still accruing.

The decrease in nonperforming loans was primarily attributable to a $1.0 million decrease in commercial and industrial loans, primarily due to two loans to the same borrower totaling $550,000 and secured by real estate, which were transferred to real estate owned and subsequently sold during 2023.

At December 31, 2023, our largest nonperforming loan was a $4.9 million nonaccrual commercial construction and development loan that is subject to litigation between the developer and other parties.

Loans are accounted for as troubled debt restructurings when a borrower is experiencing financial difficulties that lead to a restructuring of the loan, and First Bank Richmond grants a concession to the borrower that it would not otherwise consider.

These concessions include a modification of terms, such as a reduction of the stated interest rate or loan balance, a reduction of accrued interest, an extension of the maturity date at an interest rate lower than current market rate for a new loan with similar risk, or some combination thereof to facilitate payment.

Troubled debt restructurings are considered impaired loans.

No additional loan commitments were outstanding to our troubled debt restructured borrowers at December 31, 2022.

Loans on nonaccrual status at the date of modification are initially classified as non-accrual troubled debt restructurings.

At December 31, 2022, we had $428,000 in nonaccrual troubled debt restructurings, none of which were in the process of foreclosure at December 31, 2022.

Our policy provides that troubled debt restructured loans are returned to accrual status after a period of satisfactory and reasonable future payment performance under the terms of the restructuring.

Satisfactory payment performance is generally no less than six consecutive months of timely payments.

At December 31, 2022, we had no loans or leases classified as accruing troubled debt restructurings.

When we acquire real estate as a result of foreclosure, the real estate is classified as foreclosed assets or Other Real Estate Owned.

Foreclosed assets are recorded at the lower of carrying amount or fair value, less estimated costs to sell.

Soon after acquisition, we order a new appraisal, or evaluation when acceptable, to determine the current market value of the property.

Any excess of the recorded value of the loan over the market value of the property is charged against the allowance for credit losses, or, if the existing allowance is inadequate, charged to expense, in either case during the applicable period of such determination.

After acquisition, all costs incurred in maintaining the property are expensed.

Foreclosed assets consist of property acquired through formal foreclosure, in-substance foreclosure or by deed in lieu of foreclosure, and are recorded at the lower of recorded investment or fair value less estimated costs to sell.

Write-downs from recorded investment to fair value, which are required at the time of foreclosure, are charged to the allowance for loan and lease losses.

Write-downs from recorded investment to fair value, which are required at the time of foreclosure, are charged to the allowance for credit losses on loans and leases.

After transfer, adjustments to the carrying value of the properties that result from subsequent declines in value are charged to operations in the period in which the declines occur.

5 unchanged sentences

Residential mortgage (1)

Commercial mortgage — 128

Construction and development 4,900 4,900

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Total non-performing assets $ 8,135 $ 9,233

Troubled debt restructurings (accruing):

Total trouble debt restructuring $ — $ —

Total non-performing loans to total loans 0.72 % 0.94 %

Total non-performing assets to total assets 0.56 % 0.69 %

Total non-performing assets and troubled debt restructurings (accruing) to total assets 0.69 % 0.64 %

Total non-performing assets and modified loans (accruing) to total assets 0.56 % 0.69 %

(1) Includes loans secured by first and second mortgages on residential properties.

(2) Nonaccrual loans and leases include $428,000 and $456,000 of troubled debt restructurings for the years ended December 31, 2022 and 2021, respectively.

Classified Assets .

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Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard,” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.” Assets classified as “loss” are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted.

When an insured institution classifies problem assets as either substandard or doubtful, it may establish general allowances for loan and lease losses in an amount deemed prudent by management and approved by the board of directors.

When an insured institution classifies problem assets as either substandard or doubtful, it may establish general allowances for credit losses in an amount deemed prudent by management and approved by the board of directors.

General allowances represent loss allowances that have been established to recognize the inherent risk associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets.

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Loans are listed on the “watch list” initially because of emerging financial weaknesses even though the loan is currently performing as agreed, or if the loan possesses weaknesses although currently performing.

If a loan deteriorates in asset quality, the classification is changed to “special mention,” “substandard,” “doubtful” or “loss” depending on the circumstances and the evaluation.

Generally, loans 90 days or more past due are placed on nonaccrual status and classified “substandard.” Management reviews the status of each impaired loan on our watch list on a quarterly basis.

If a loan deteriorates in asset quality, the classification is changed to “special mention,”

“substandard,” “doubtful” or “loss” depending on the circumstances and the evaluation.

Generally, loans 90 days or more past due are placed on nonaccrual status and classified “substandard.” Management reviews the status of each loan on our watch list on a quarterly basis.

On the basis of this review of our assets, our classified assets at the dates indicated were as follows:

5 unchanged sentences

Total classified assets $ 16,194 $ 16,773

Allowance for Loan and Lease Losses

The allowance for loan and lease losses is maintained at a level which, in management’s judgment, is adequate to absorb probable credit losses inherent in the loan and lease portfolio.

The amount of the allowance is based on management’s evaluation of the collectability of the loan and lease portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specific impaired loans, and economic conditions.

Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows.

Because of uncertainties associated with regional economic conditions, collateral values, and future cash flows on impaired loans, it is reasonably possible that management’s estimate of probable credit losses inherent in the loan and lease portfolio and the related allowance may change materially in the near-term.

The allowance is increased by a provision for loan and lease losses, which is charged to expense and reduced by full and partial charge-offs, net of recoveries.

Changes in the allowance relating to impaired loans and leases are charged or credited to the provision for loan and lease losses.

Allowance for Credit Losses

The allowance for credit losses is maintained at a level which, in management’s judgment, is adequate to absorb probable credit losses inherent in the loan and lease portfolio.

This requires significant judgement to estimate credit losses on a collective pool basis where similar risk characteristics exist, as well as for loans evaluated individually.

The amount of the allowance is based on management’s evaluation of the collectability of the loan and lease portfolio, including the nature of the portfolio, credit concentrations, historical loss experience, and current conditions and reasonable supportable forecasts for the Company's outstanding loan and lease balances.

Allowances are made on individually analyzed loans generally determined based on collateral values or the present value of estimated cash flows.

Because of uncertainties associated with regional economic conditions, collateral values, and future cash flows on individually analyzed loans, it is reasonably possible that management’s estimate of probable credit losses inherent in the loan and lease portfolio and the related allowance may change materially in the near-term.

The allowance is increased by a provision for credit losses, which is charged to expense and reduced by full and partial charge-offs, net of recoveries.

Management’s periodic evaluation of the adequacy of the allowance is based on various factors, including, but not limited to, management’s ongoing review and grading of loans and leases, facts and issues related to specific loans and leases, historical loan and lease loss and delinquency experience, trends in past due and non-accrual loans and leases, existing risk characteristics of specific loans or loan pools, the fair value of underlying collateral, current economic conditions and other qualitative and quantitative factors which could affect potential credit losses.

As an integral part of their examination process, the IDFI and the FDIC will periodically review our allowance for loan and lease losses, and as a result of such reviews, we may have to adjust our allowance for loan and lease losses.

However, regulatory agencies are not directly involved in the process for establishing the allowance for loan and lease losses as the process is our responsibility and any increase or decrease in the allowance is the responsibility of management.

Allowance for Loan and Lease Losses .

The following table sets forth an analysis of our allowance for loan and lease losses at the dates and for the periods indicated.

As an integral part of their examination process, the IDFI and the FDIC will periodically review our allowance for credit losses, and as a result of such reviews, we may have to adjust our allowance for credit losses.

However, regulatory agencies are not directly involved in the process for establishing the allowance for credit losses as the process is our responsibility and any increase or decrease in the allowance is the responsibility of management.

Allowance for Credit Losses .

The following table sets forth an analysis of our allowance for credit losses at the dates and for the periods indicated.

Average balances of residential loans include loans held for sale.

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(Dollars in thousands)

Allowance for loan and lease losses to total loans outstanding 1.27 % 1.43 %

Allowance for loan and lease losses $ 12,413 $ 12,108

Allowance for credit losses on loans and leases to total loans outstanding 1.42 % 1.27 %

Allowance for credit losses on loans and leases $ 15,663 $ 12,413

Total loans outstanding $ 1,106,512 $ 975,000

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Total loans outstanding $ 1,106,512 $ 975,000

Allowance for loan and lease losses to nonaccrual loans 206.78 % 195.80 %

Allowance for loan and lease losses $ 12,413 $ 12,108

Allowance for credit losses on loans and leases to nonaccrual loans 247.68 % 206.78 %

Allowance for credit losses on loans and leases $ 15,663 $ 12,413

Nonaccrual loans $ 6,324 $ 6,003

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Average amount outstanding $ 1,044,471 $ 897,918

The increase in our allowance for loan and lease losses at December 31, 2022 as compared to December 31, 2021 primarily was driven by a $129.0 million increase in our loan portfolio.

The growth in the balance of loans and leases primarily occurred in the construction and development and commercial mortgage categories, which is in line with management's strategy to expand these portfolios.

See “Management’s Discussion and Analysis-Financial Condition at December 31, 2022 Compared

to December 31, 2021” contained in Part II, Item 7 of this Form 10-K for additional information regarding changes in our loans, leases, and related allowances.

Allocation of Allowance for Loan and Lease Losses.

The following table sets forth the allowance for loan and lease losses allocated by category, the total balances by category, and the percent of loans and leases in each category to total loans and leases at the dates indicated.

The allowance for loan and lease losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories.

At the dates indicated, we had no unallocated allowance for loan and lease losses.

At January 1, 2023, the Bank adopted the accounting standard referred to as CECL.

As a result of the change in methodology from the incurred loss method to the CECL method, on January 1, 2023 the Company recorded a one-time adjustment from equity into the allowance for credit losses on loans and leases in the amount of $2.0 million, net of tax.

This adjustment increased the allowance from $12.4 million at December 31, 2022 to $15.1 million at January 1, 2023.

At December 31, 2023, the allowance for credit losses on loans and leases totaled $15.7 million, an increase of $586,000 from January 1,

This increase was driven by a $131.5 million increase in our loan and lease portfolio.

The growth in the balance of loans and leases primarily occurred in the commercial mortgage and direct financing leases categories, which is in line with management's strategy to expand these portfolios.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Financial Condition at December 31, 2023 Compared to December 31, 2022” contained in Part II, Item 7 of this Form 10-K for additional information regarding changes in our loans, leases, and related allowances.

Allocation of Allowance for Credit Losses.

The following table sets forth the allowance for credit losses on loans and leases allocated by category, the total balances by category, and the percentage of loans and leases in each category to total loans and leases at the dates indicated.

The allowance for credit losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories.

At the dates indicated, we had no unallocated allowance for credit losses.

At December 31,

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Total loans and leases $ 15,663 100.0 % $ 12,413 100.0 %

Although we believe that we use the best information available to establish the allowance for loan and lease losses, future adjustments to the allowance may be necessary and results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations.

Because future events affecting borrowers and collateral cannot be predicted with certainty, the existing allowance for loan and lease losses may not be adequate and management may determine that increases in the allowance are necessary if the quality of any portion of our loan or lease portfolio deteriorates as a result.

Any material increase in the allowance for loan and lease losses may adversely affect our financial condition and results of operations.

For additional information regarding our allowance for loan and lease losses, see "Note 5:

Although we believe that we use the best information available to establish the allowance for credit losses, future adjustments to the allowance may be necessary and results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations.

Because future events affecting borrowers and collateral cannot be predicted with certainty, the existing allowance for credit losses may not be adequate and management may determine that increases in the allowance are necessary if the quality of any portion of our loan or lease portfolio deteriorates as a result.

Any material increase in the allowance for credit losses may adversely affect our financial condition and results of operations.

For additional information regarding our allowance for credit losses, see "Note 5:

Loans, Leases and Allowance" of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K.

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We also are required to maintain an investment in Federal Home Loan Bank of Indianapolis stock.

The objectives of our investment policy are to provide and maintain liquidity to meet deposit withdrawal and loan funding needs, to help mitigate interest rate and market risk, to diversify our assets, and to maximize the rate of return on

invested funds within the context of our interest rate and credit risk objectives.

Various factors are considered when making decisions regarding our investment portfolio, including the marketability, maturity and tax consequences of the proposed investment.

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Our largest banking office based on deposits is our main office in Richmond, Indiana, which had total deposits of $535.5 million or 51.4% of our total deposits at December 31, 2023.

Approximately 76.5% ($769.5 million) of our total deposits were held in our Wayne County, Indiana offices as of December 31, 2022, with 88.3% ($679.7 million) of those deposits held in our five Richmond, Indiana offices.

Approximately 73.9% ($769.5 million) of our total deposits were held in our Wayne County, Indiana offices as of December 31, 2023, with 88.3% ($679.5 million) of those

deposits held in our five Richmond, Indiana offices.

Overall, $816.0 million or 78.4% of our total deposits were held in Indiana branches and $225.1 million or 21.6% were held in Ohio branches as of December 31, 2023.

The Federal Reserve Board generally requires all depository institutions to maintain noninterest-bearing reserves at specified levels against their transaction accounts, primarily checking, NOW and Super NOW checking accounts.

In response to the COVID-19 pandemic the Federal Reserve reduced the reserve requirement ratio to zero percent effective on March 26, 2020.

In March 2020, the Federal Reserve reduced requirements to zero percent to support lending to households and businesses.

Currently, the Federal Reserve has stated it has no plans to re-impose reserve requirements.

However, the Federal Reserve may adjust reserve requirement ratios in the future if conditions warrant.

The following table sets forth our total deposit activities for the periods indicated.

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3.01 – 4.00% 41,011 3.9 43,682 4.3

4.01 – 5.00% 210,453 20.2 114,304 11.4

Over 5.00% 148,028 14.2 — —

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First Insurance Management, Inc.

was formed in 2022 as a pooled captive insurance company subsidiary of the Company, incorporated in the State of Nevada, for the purpose of providing additional insurance coverage for the Company and its subsidiaries related to the operations of the Company for which insurance may not be economically feasible.

Company for which insurance may not be economically feasible.

As of December 31, 2023, First Insurance Management provided us with various liability and property damage policies for the Company and its related subsidiaries.

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We also compete with financial technology, or fintech companies.

Recent technology advances and other changes have allowed parties to effect financial transactions that previously required the involvement of banks.

Recent technological advances and other changes have allowed parties to affect financial transactions that previously required the involvement of banks.

For example, consumers can maintain funds in brokerage accounts or mutual funds that would have historically been held as bank deposits.

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Additionally, there are approximately 14 and seven credit unions operating in these same respective market areas.

As of June 30, 2022 (the most recent branch deposit data provided by the FDIC), First Bank Richmond’s share of bank deposits in Wayne and Shelby Counties, in Indiana, was

approximately 22.1% and 1.3%, respectively, and in Shelby and Miami Counties, in Ohio, was approximately 8.7% and 4.2%, respectively.

As of June 30, 2023 (the most recent branch deposit data provided by the FDIC), First Bank Richmond’s share of bank deposits in Wayne and Shelby Counties, in Indiana, was approximately 25.3% and 2.1%, respectively, and in Shelby and Miami Counties, in Ohio, was approximately 9.8% and 3.8%, respectively.

We do not accept deposits at our loan production office located in Columbus, Ohio.

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First Bank Richmond is subject to extensive regulation by the IDFI, as its chartering agency, and by the Federal Deposit Insurance Corporation, as its deposit insurer and primary federal regulator.

First Bank Richmond is required to file reports with, and is periodically examined by, the Federal Deposit Insurance Corporation and the IDFI concerning its activities and financial condition and must obtain regulatory approvals before entering into certain transactions, including, but not limited to, mergers with or acquisitions of other financial institutions.

First Bank Richmond is required to file reports with, and is periodically examined by, the Federal Deposit Insurance Corporation and the IDFI concerning its activities and financial condition and must obtain regulatory approvals before completing certain transactions, including, but not limited to, mergers with or acquisitions of other financial institutions.

In addition, First Bank Richmond is a member of and owns stock in the FHLB of Indianapolis, which is one of the 11 regional banks in the Federal Home Loan Bank System.

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Lending Activities.

An Indiana-chartered commercial bank may make a wide variety of mortgage loans including fixed-rate loans, adjustable-rate loans, variable-rate loans, participation loans, graduated payment loans, construction and development loans, condominium and co-operative loans, second mortgage loans and other types of loans that may be made according to applicable regulations.

and development loans, condominium and co-operative loans, second mortgage loans and other types of loans that may be made according to applicable regulations.

Commercial loans may be made to corporations and other commercial enterprises with or without security.

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At December 31, 2023, First Bank Richmond’s capital exceeded all applicable requirements.

See “Management’s Discussion and Analysis-Capital Resources” contained in Part II, Item 7 and “Note 17:

Regulatory Capital” in the Notes to Consolidated Financial Statement contained in Part II, Item 8 of this Form 10-K.

The Financial Accounting Standards Board has adopted a new accounting standard for US GAAP that will be effective for us beginning in 2023.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Capital Resources” contained in Part II, Item 7 and “Note 17:

Regulatory Capital” in the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Form 10-K.

The Financial Accounting Standards Board has adopted a new accounting standard for US GAAP that was effective for us beginning in 2023.

This standard, referred to as Current Expected Credit Loss, or CECL, requires FDIC-insured institutions and their holding companies (banking organizations) to recognize credit losses expected over the life of certain financial assets.

CECL covers a broader range of assets than the current method of recognizing credit losses and generally results in earlier recognition of credit losses.

Upon adoption of CECL, a banking organization must record a one-time adjustment to its credit loss allowances as of the beginning of the fiscal year of adoption equal to the difference, if any, between the amount of credit loss allowances under the current methodology and the amount required under CECL.

For a banking organization, implementation of CECL is generally likely to reduce retained earnings, and to affect other items, in a manner that reduces its regulatory capital.

CECL covers a broader range of assets than the former method of recognizing credit losses and generally results in earlier recognition of credit losses.

the amount of credit loss allowances under the former methodology and the amount required under CECL.

For a banking organization, implementation of CECL generally reduces retained earnings and affects other items in a manner that decreases regulatory capital.

The federal banking regulators, including the Federal Reserve Board and the FDIC, have adopted a rule that gives a banking organization the option to phase in over a three-year period the day-one adverse effects of CECL on its regulatory capital.

Management did not elect the option to phase in the day-one adverse effects of CECL over a three-year period, and instead, elected to record the full effects of the adoption of CECL in 2023.

The Bank adopted CECL as required on January 1, 2023.

For additional information, see "Allowance for Credit Losses" under "Note 1:

Nature of Operations and Summary of Significant Accounting Policies" in the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Form 10-K.

Under the federal prompt corrective action rules, the Federal Deposit Insurance Corporation is required to take supervisory actions against undercapitalized institutions under its jurisdiction, the severity of which depends upon the institution's level of capital.

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Section 22(h) of the Federal Reserve Act requires that loans to directors, executive officers and principal shareholders be made on terms substantially the same as offered in comparable transactions to other persons and also requires prior board approval for certain loans.

In addition, the aggregate amount of

extensions of credit by a financial institution to insiders cannot exceed the institution’s unimpaired capital and surplus.

In addition, the aggregate amount of extensions of credit by a financial institution to insiders cannot exceed the institution’s unimpaired capital and surplus.

Section 22(g) of the Federal Reserve Act places additional restrictions on loans to executive officers.

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Under these rules, assessment rates for an institution with total assets of less than $10 billion are determined by weighted average CAMELS composite ratings and certain financial ratios, and range from 5 to 32 basis points, subject to certain adjustments.

Extraordinary growth in insured deposits during the first and second quarters of 2020 caused the Deposit Insurance Fund reserve ratio to decline below the statutory minimum of 1.35 percent as of June 30, 2020.

In September 2020, the FDIC Board of Directors adopted a Restoration Plan to restore the reserve ratio to at least 1.35 percent within eight years, absent extraordinary circumstances, as required by the Federal Deposit Insurance Act.

The Restoration Plan maintained the assessment rate schedules in place at the time and required the FDIC to update its analysis and projections for the deposit insurance fund balance and reserve ratio at least semiannually.

In the semiannual update for the Restoration Plan in June 2022, the FDIC projected that the reserve ratio was at risk of not reaching the statutory minimum of 1.35 percent by September 30, 2028, the statutory deadline to restore the reserve ratio.

Based on this update, the FDIC Board approved an Amended Restoration Plan, and concurrently proposed an increase in initial base deposit insurance assessment rate schedules by 2 basis points, applicable to all insured depository institutions.

In October 2022, the FDIC Board finalized the increase with an effective date of January 1, 2023, applicable to the first quarterly assessment period of 2023.

The revised assessment rate schedules are intended to increase the likelihood that the reserve ratio of the DIF reaches the statutory minimum level of 1.35 percent by September 30, 2028.

For the fiscal year ended December 31, 2022, First Bank Richmond paid $414,000 in FDIC premiums.

For the fiscal year ended December 31, 2023, First Bank Richmond paid $1.1 million in FDIC premiums.

Assessment rates are applied to an institution's assessment base, which is its average consolidated total assets minus its average tangible equity during the assessment period.

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Under the Community Reinvestment Act, or CRA, as implemented by the Federal Deposit Insurance Corporation, a state non-member bank, such as First Bank Richmond, has a continuing and affirmative obligation, consistent with its safe and sound operation, to help meet the credit needs of its entire community, including low- and moderate-income neighborhoods.

The CRA does not establish specific lending requirements or programs for financial institutions, nor does it limit an institution’s discretion to develop the types of products and services that it believes are

best suited to its particular community, consistent with the CRA.

The CRA requires the Federal Deposit Insurance Corporation, in connection with its examination of a state non-member bank, to assess the institution’s record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution, including applications to acquire branches and other financial institutions.

The CRA requires the Federal Deposit Insurance Corporation to provide a written evaluation of an institution’s CRA performance utilizing a four-tiered descriptive rating system.

First Bank Richmond’s latest Federal Deposit Insurance Corporation CRA rating was “Satisfactory.”

On October 24, 2023, the federal banking agencies, including the FDIC, issued a final rule designed to strengthen and modernize regulations implementing the CRA.

The changes are designed to encourage banks to expand access to credit, investment and banking services in low- and moderate-income communities, adapt to changes in the banking industry including mobile and internet banking, provide greater clarity and consistency in the application of the CRA regulations and tailor CRA evaluations and data collection to bank size and type.

First Bank Richmond cannot predict the impact the changes to the CRA will have on its operations at this time.

Consumer Protection and Fair Lending Regulations.

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The USA PATRIOT Act includes measures intended to encourage information sharing among bank regulatory agencies and law enforcement bodies, and imposes affirmative obligations on a broad range of financial institutions, including banks, thrifts, brokers, dealers, credit unions, money transfer agents, and parties registered under the Commodity Exchange Act.

Privacy Standards and Cyber Security.

First Bank Richmond is subject to FDIC regulations implementing the privacy protection provisions of the Gramm-Leach-Bliley Financial Services Modernization Act of 1999.

These regulations require First Bank Richmond to disclose its privacy policy, including informing consumers of its information sharing practices and informing consumers of their rights to opt out of certain practices.

In addition, the federal banking agencies recently adopted rules providing for new notification requirements for banking organizations and their service providers for significant cybersecurity incidents.

Specifically, the new rules require a banking organization to notify its primary federal regulator as soon as possible, and no later than 36 hours after, the banking organization determines that a “computer-security incident” rising to the level of a “notification incident” has occurred.

Notification is required for incidents that have materially affected or are reasonably likely to materially affect the viability of a banking organization’s operations, its ability to deliver banking products and services, or the stability of the financial sector.

Service providers are required under the rule to notify affected banking organization customers as soon as possible when the provider determines that it has experienced a computer-security incident that has materially affected or is reasonably likely to materially affect the banking organization’s customers for four or more hours.

In July 2023, the SEC adopted rules requiring registrants to disclose material cybersecurity incidents they experience and to disclose on an annual basis material information regarding their cybersecurity risk management, strategy, and governance.

The new rules require registrants to disclose on Form 8-K any cybersecurity incident they determine to be material and to describe the material aspects of the incident's nature, scope, and timing, as well as its material impact or reasonably

likely material impact on the registrant.

For information regarding the Company’s cybersecurity risk management, strategy and governance, see “Item 1C.

Cybersecurity” contained in Part I of this Form 10-K.

Other Regulations.

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• Expedited Funds Availability Act, which requires banks to make funds deposited in transaction accounts available to their customers within specified time frames;

• Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records;

• Check Clearing for the 21st Century Act (also known as “Check 21”), which gives “substitute checks,” such as digital check images and copies made from that image, the same legal standing as the original paper check;

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An “emerging growth company” may choose not to hold non-binding advisory stockholder votes on annual executive compensation (more frequently referred to as “say-on-pay” votes) or on executive compensation payable in connection with a merger (more frequently referred to as “say-on-golden parachute” votes).

An emerging growth company also is not subject to the requirement that its auditors attest to the effectiveness of the company’s internal control over financial reporting and can provide scaled disclosure regarding executive compensation.

An emerging growth company also is not subject to the requirement that its auditors attest to the effectiveness of the company’s internal control over financial reporting and can

provide scaled disclosure regarding executive compensation.

Richmond Mutual Bancorporation is also not subject to the auditor attestation requirement or additional executive compensation disclosure so long as it remains a “smaller reporting company” under Securities and Exchange Commission regulations.

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Federal taxable income is then adjusted by several Indiana modifications including only considering members of the combined group which have Indiana nexus.

The Indiana legislature started reducing the financial institutions tax from 8.5% to 6.0% in 0.5% increments over a seven-year period that commenced in 2014.

The full rate reduction to 4.9% will be phased in fully by 2023.

First Bank Richmond is not currently under audit with respect to its Indiana tax returns.

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Kleer joined the Bank in 1994 as Vice President of Commercial Lending and was promoted in 2001 to President and Chief Executive Officer.

serves as Chairman of the Mutual Federal advisory board of directors.

Kleer is a member of the Large Community Bank Council of the Independent Community Bankers of America.

He also serves as Chairman of the Mutual Federal advisory board of directors.

Kleer is a member of the Large Community Bank Council of the Independent Community Bankers of America and the American Bankers Association's Membership Council.

During 2022, Mr.

Kleer served as Chairman of the Indiana Bankers Association (“IBA”) and continues to serve on its board as immediate past chairman.

Kleer served as Chairman of the Indiana Bankers Association (“IBA”) and continues to serve on its board as the ABA constituent director.

Kleer was named a Sagamore of the Wabash and inducted into the IBA Leaders in Banking Excellence in 2022.

Kleer’s community involvement includes service on the boards of the Boys & Girls Clubs of Wayne County, Reid Health Foundation, Richmond Symphony Orchestra, Reid Health, and Wayne County Foundation.

Kleer’s community involvement includes service on the boards of the Boys & Girls Clubs of Wayne County, Richmond Symphony Orchestra, and Reid Health.

He has also been recognized with the Indiana University East Chancellor’s Medallion, Junior Achievement Business Hall of Fame, Richmond/Wayne County Distinguished Community Leader and Boys & Girls Clubs Man and Youth Award.

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Kleer brings outstanding leadership skills and a deep understanding of the local banking market and issues facing the banking industry.

Benziger (age 69).

Benziger has served as Executive Vice President- Chief Financial Officer of Richmond Mutual Bancorporation since its formation in February 2019.

Benziger joined First Bank Richmond in 2012 as Senior Vice President-Chief Financial Officer and has served as Executive Vice President-Chief Financial Officer since 2014.

Benziger has more than 40 years of experience in the financial services industry.

This experience has included serving as Chief Financial Officer at several public companies, including SEC registrants.

His responsibilities include management and direction of the finance and accounting functions, asset-liability management, budgeting, investment management, and regulatory reporting.

Benziger holds a bachelor’s degree from Ohio Northern University and an MBA in Finance from Bowling Green State University.

He is also a graduate of the Stonier Graduate School of Banking.

Glover (age 33).

Glover is currently serving as Senior Vice President and Chief Financial Officer of Richmond Mutual Bancorporation and First Bank Richmond.

Glover was appointed Chief Financial Officer in March 2024 after serving as Acting Chief Financial Officer beginning May 2023.

He has worked at First Bank Richmond since 2011.

He served as Vice President and Controller of the Bank beginning in 2021 before promotion to his role of Chief Financial Officer.

Glover's responsibilities include management and direction of the finance and accounting functions, asset-liability management, budgeting and investment management.

He also manages the accounting functions of the Bank and oversees daily accounting operations, as well as directs and assists in the preparation of regulatory and managerial financial reports.

Glover holds a BS in Accounting from Ball State University’s Miller College of Business and has been recognized by the Indiana Bankers Association for completion of their Leadership Development Program.

In addition to his 12-year career in

Glover also serves as a board member of Centerville-Abington Community Dollars for Scholars, and a finance committee member of the Richmond Family YMCA.

Weinert (age 71).

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Witte manages the lending and operations functions of the Bank.

Witte is a graduate of Ball State University with a B.S.

in Accounting, Corporate Finance and Institutional Finance.

Witte is a graduate of Ball State University with a BS in Accounting, Corporate Finance and Institutional Finance.

He is a Certified Public Accountant (currently inactive).

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

What changed 10-K

Item 1. Business