What changed in this filing

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Item 1. Business

2025-06-12 compared with 2024-06-14 · 154 added, 134 removed, 660 unchanged (30% of the section changed)

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The Bank is also a member of the Federal Home Loan Bank of Des Moines (“FHLB”) which is one of the 11 regional banks in the Federal Home Loan Bank System (“FHLB System”).

As a progressive, community-oriented financial services company, the Company emphasizes local, personal service to residents of its primary market area.

As a progressive, community-oriented financial services company, the Company emphasizes local, personal service to residents and business of its primary market area.

The Company considers Clark, Klickitat and Skamania counties of Washington, and Multnomah, Washington and Marion counties of Oregon as its primary market area.

The Company is engaged predominantly in the business of attracting deposits from the general public and using such funds in its primary market area to originate commercial business, commercial real estate, multi-family real estate, land, real estate construction, residential real estate and other consumer loans.

The Company’s loans receivable, net, totaled $1.01 billion at March 31, 2024 compared to $993.5 million at March 31, 2023.

The Company’s strategic plan includes targeting the commercial banking customer base in its primary market area for loan originations and deposit growth, specifically small and medium size businesses, professionals and wealth building individuals.

In pursuit of these goals, the Company will seek to increase the loan portfolio consistent with its strategic plan and asset/liability and regulatory capital objectives, which includes maintaining a significant amount of commercial business and commercial real estate loans in its loan portfolio which typically carry adjustable rates, higher yields and shorter terms, as well as higher credit risk, compared to traditional fixed-rate consumer real estate one-to-four family loans.

Our strategic plan also stresses increased emphasis on non-interest income, including increased fees for asset management through the Trust Company and deposit service charges.

The strategic plan is designed to enhance earnings, reduce interest rate risk and provide a more complete range of financial services to customers and the local communities the Company serves.

We believe we are well positioned to attract new customers and to increase our market share through our 17 branch locations, including, among others, 10 in Clark County, three in the Portland metropolitan area and three lending centers.

The Company’s loans receivable, net, totaled $1.05 billion at March 31, 2025 compared to $1.01 billion at March 31, 2024.

The Company’s strategic plan includes focusing on five priorities which include being the employer of choice, profitable growth, digital experience, data empowerment and client experience.

- Employer of choice:

Riverview’s vision “to be the preferred place to bank and work in the PNW” we focus on recruiting, investing in, and retaining top talent across all areas of Riverview.

- Profitable growth:

A chieving sustainable and well-managed expansion that enhances long-term financial health and competitive position focusing on increasing revenues, gaining market share, deepening relationships with existing clients, and acquiring new clients while enhancing profitability through effective cost management, prudent risk-taking, and strategic investments.

- Digital experience:

Our commitment is to provide seamless, intuitive, and secure online interactions for our clients, leveraging leading technology to enhance user satisfaction by offering personalized services, easy access to banking solutions, and efficient digital transactions.

- Data empowerment:

Utilization of data for informed decision-making and personalized client experiences.

By effectively collecting, analyzing, and utilizing data, we gain valuable insights into client behavior and needs, market trends, and operational efficiencies.

- Client experience:

The client experience encompasses the entire journey and each interaction the client has with Riverview, from initial contact to ongoing relationship ensuring seamless, personalized, and high-quality experiences across all channels.

Our goal is to create a best-in-class banking experience that exceeds client expectations, building trust and advocacy within the community.

The Company targets the commercial banking client base in its primary market area for loan originations and deposit growth, specifically businesses, professionals and wealth building individuals.

In pursuit of these goals, the Company will seek to increase the loan portfolio consistent with its strategic plan and asset/liability and regulatory capital objectives, which includes growing or maintaining a significant amount of business banking, commercial business and commercial real estate loans in its loan portfolio which typically carry adjustable rates, higher yields and shorter terms, as well as higher credit risk, compared to traditional fixed-rate consumer real estate one-to-four family loans.

Our strategic plan also highlights increased emphasis on non-interest income, including improved fees for asset management through the Trust Company and deposit service charges.

The strategic plan is designed to enhance earnings, reduce interest rate risk and provide a more complete range of financial services to clients and the local communities the Company serves.

We believe we are well positioned to attract new clients and to increase our market share through our 17 branch locations, including, among others, 10 in Clark County, three in the Portland metropolitan area and three lending centers.

The Company conducts operations from its home office in Vancouver, Washington and 17 branch offices located in Camas, Washougal, Stevenson, White Salmon, Battle Ground, Goldendale, Ridgefield and Vancouver, Washington (six branch offices), and Portland, Gresham, Tualatin and Aumsville, Oregon.

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Companies located in the Vancouver area include:

Sharp Microelectronics, Hewlett Packard, Georgia Pacific, Underwriters Laboratory, WaferTech, Barrett Business Services, PeaceHealth and Banfield Pet Hospitals, as well as several support industries.

Sharp Microelectronics, Hewlett Packard, Georgia Pacific, Underwriters Laboratory, TSMC Washington (formerly WaferTech), Barrett Business Services, PeaceHealth and Banfield Pet Hospitals, as well as several support industries.

In addition to this industry base, the Columbia River Gorge Scenic Area and the Portland metropolitan area are sources of tourism.

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The Company’s lending activities are subject to the written, non-discriminatory, underwriting standards and loan origination procedures established by the Bank’s Board of Directors (“Board”) and management.

The customary sources of loan originations are realtors, walk-in customers, referrals and existing customers.

The customary sources of loan originations are realtors, walk-in clients, referrals and existing clients.

The Bank also uses commissioned loan brokers and print advertising to market its products and services.

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Loan Portfolio Analysis .

The following table sets forth the composition of the Company’s loan portfolio, excluding loans held for sale, by type of loan at the dates indicated (dollars in thousands):

The following table sets forth the composition of the Company’s loan portfolio by type of loan at the dates indicated (dollars in thousands):

Commercial and construction:

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Total consumer

ACL / Allowance for loan and lease losses ("ALLL")

Allowance for credit losses ("ACL")

Total loans receivable, net

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Additionally, the borrower’s cash flow may be unpredictable and collateral securing these loans may fluctuate in value.

At March 31, 2024, the Company had one commercial business loan totaling $58,000 on non-accrual status compared to two commercial business loans totaling $97,000 at March 31, 2023.

At March 31, 2025, the Company had one commercial business loan for $37,000 on non-accrual status compared to one commercial business loan of $58,000 at March 31, 2024.

Other Real Estate Mortgage Lending.

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Rates and other terms on such loans generally depend on our assessment of credit risk after considering such factors as the borrower’s financial condition and credit history, loan-to-value ratio, DSC ratio and other factors.

The Company had one commercial real estate loan of $79,000 and $100,000 on non-accrual status at March 31, 2024 and 2023, respectively.

At March 31, 2025, the Company had two commercial real estate loans totaling $88,000 on non-accrual status compared to one commercial real estate loan totaling $79,000 at March 31, 2024.

For more information concerning risks related to commercial real estate loans, see Item 1A.

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(1) Includes undisbursed funds of $16.6 million and $55.9 million at March 31, 2025 and 2024, respectively.

At March 31, 2024, the Company’s construction loan portfolio, including undisbursed funds, was $92.5 million compared to $84.3 million at March 31, 2023.

The $8.1 million increase was primarily due to a $11.1 million increase in commercial/multi-family construction loans, partially offset by a decrease of $2.1 million in custom/presold construction loans.

The Company plans to continue to proactively manage its construction loan portfolio in fiscal year 2025 while continuing to originate new construction loans to selected customers.

Speculative construction loans are made to home builders and are termed “speculative” because the home builder does not have, at the time of loan origination, a signed contract with a home buyer who has a commitment for permanent financing with either the Company or another lender for the finished home.

The home buyer may be identified either during or after the construction period, with the risk that the builder will have to service the speculative construction loan and finance real estate taxes and other carrying costs of the completed home for a significant period after the completion of construction until a home buyer is identified.

The largest speculative construction loan at March 31, 2024 was a loan to finance the construction of 36 townhomes totaling $8.2 million that is secured by property located in the Company’s market area.

The largest speculative construction loan at March 31, 2025 was a loan to finance the construction of a single family home of $695,000 that is secured by property located in the Company’s market area.

The average balance of loans in the speculative construction loan portfolio at March 31, 2025 was $373,000.

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Construction/permanent loans are originated to the homeowner rather than the homebuilder along with a commitment by the Company to originate a permanent loan to the homeowner to repay the construction loan at the completion of construction.

construction phase of a construction/permanent loan generally lasts six to nine months.

At the completion of construction, the Company may either originate a fixed-rate mortgage loan or an adjustable rate mortgage (“ARM”) loan or use its mortgage brokerage capabilities to obtain permanent financing for the customer with another lender.

The construction phase of a construction/permanent loan generally lasts six to nine months.

For adjustable rate loans, the interest rates adjust on their first adjustment date.

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“Risk Factors – Risks Related to our Lending Activities – Our real estate construction loans are based upon estimates of costs and the value of the completed project, and as with land loans may be more difficult to liquidate, if necessary.”

The Company intends to continue proactively managing its construction loan portfolio in fiscal year 2026, while selectively originating new construction loans to qualified borrowers.

Consumer Lending.

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Terms typically range from 15 to 30 years.

At March 31, 2024, the Company had one residential real estate loan totaling $36,000 on non-accrual status compared to three residential real estate loans totaling $86,000 at March 31, 2023.

At March 31, 2025, the Company had one residential real estate loan of $30,000 on non-accrual status compared to one residential real estate loan of $36,000 at March 31, 2024.

All of these loans were secured by properties located in Oregon and Washington.

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At March 31, 2025 and 2024, the Company had no installment loans on non-accrual status.

The Company did not purchase any automobile loans during fiscal years 2024 and 2023 and does not have plans to purchase any additional automobile loan pools.

Installment consumer loans generally entail greater risk than do residential mortgage loans, particularly in the case of consumer loans that are unsecured or secured by assets that depreciate rapidly, such as mobile homes, automobiles, boats and recreational vehicles.

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Loan balances are reported net of deferred fees (in thousands):

Years Through

Commercial and construction:

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Loan Commitments .

The Company issues commitments to originate commercial loans, other real estate mortgage loans, construction loans, real estate one-to-four family (“home equity”) loans and other installment loans conditioned upon the occurrence of certain events.

The Company uses the same credit policies in making commitments as it does for on-balance sheet instruments.

Commitments to originate loans are conditional and are honored for up to 45 days subject to the Company’s usual terms and conditions.

Collateral is not required to support commitments.

The Company issues commitments to originate commercial, CRE, multi-family, land, construction, home equity and other installment loans, based on its existing underwriting criteria and conditioned upon the occurrence of certain events.

Commitments are typically valid for up to 45 days and are subject to the Company’s standard terms and conditions.

Collateral is not required to support these commitments.

At March 31, 2025, the Company had outstanding commitments to originate loans of $5.5 million compared to $10.0 million at March 31, 2024.

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Brokered loans totaled $25.1 million and $21.3 million as of March 31, 2025 and 2024, respectively.

There were no loans brokered to the Company for the fiscal year ended March 31, 2024 and 2023.

Gross fees of $213,000 and $346,000, including brokered loan fees, were earned in the fiscal year ended March 31, 2024 and 2023.

There were no loans brokered to the Company for the fiscal years ended March 31, 2025 and 2024.

Gross fees of $201,000 and $213,000, including brokered loan fees, were earned in the fiscal years ended March 31, 2025 and 2024, respectively.

The interest rate environment has a strong influence on the loan volume and amount of fees generated from the mortgage broker activity.

In general, during periods of rising interest rates, the volume of loans and the amount

of loan fees generally decrease as a result of decreased mortgage loan demand.

Conversely, during periods of falling interest rates, the volume of loans and the amount of loan fees generally increase as a result of the increased mortgage loan demand.

In general, during periods of rising interest rates, the volume of loans and the amount of loan fees generally decrease as a result of decreased mortgage loan demand.

Conversely, during periods of

falling interest rates, the volume of loans and the amount of loan fees generally increase as a result of the increased mortgage loan demand.

Mortgage Loan Servicing.

The Company is a qualified servicer for the FHLMC.

Prior to the fiscal year ended March 31, 2021, the Company historically sold its fixed-rate residential one-to-four family mortgage loans that it originated with maturities of 15 years or more and balloon mortgages to the FHLMC as part of its asset/liability strategy.

Mortgage loans were sold to the FHLMC on a non-recourse basis whereby foreclosure losses are the responsibility of the FHLMC and not the Company.

Upon sale, the Company continues to collect payments on the loans, supervise foreclosure proceedings, and otherwise service the loans.

Prior to the fiscal year ended March 31, 2021, the Company typically sold its fixed-rate residential one-to-four family loans with original maturities of 15 years or more, as well as balloon mortgage loans, to the FHLMC as part of its asset/liability strategy.

These loans were sold on a non-recourse basis, meaning that the FHLMC assumed the risk of loss in the event of foreclosure, and the Company retained no credit risk post-sale.

Although the Company no longer sells loans to the FHLMC, it continues to service previously sold loans.

In its servicing role, the Company collects borrower payments, manages escrow accounts, oversees foreclosure proceedings, and performs other servicing responsibilities.

At March 31, 2025, total loans serviced for others were $59.8 million, of which $28.2 million were serviced for the FHLMC.

Nonperforming Assets.

Nonperforming assets were $178,000 or 0.01% of total assets at March 31, 2024 compared with $1.9 million or 0.12% of total assets at March 31, 2023.

The Company had net recoveries totaling $13,000 and $36,000 during fiscal 2024 and 2023, respectively.

The decrease in nonperforming assets is attributed to the progress made in resolving the delay in servicing transfer between two third-party servicers of SBA and United States Department of Agriculture (“USDA”) government guaranteed loans.

Non-performing SBA and USDA government guaranteed loans totaled $5,000 at March 31, 2024 compared to $1.6 million at March 31, 2023.

Nonperforming assets were $155,000 or 0.01% of total assets at March 31, 2025, compared to $178,000 or 0.01% of total assets at March 31, 2024.

The Company had net charge-offs totaling $90,000 during fiscal 2025 compared to a net recovery of $13,000 during fiscal 2024.

The Company had no other real estate owned or foreclosed assets at March 31, 2025 and 2024.

Loans are reviewed regularly and it is the Company’s general policy that when a loan is 90 days or more delinquent or when collection of principal or interest appears doubtful, it is placed on non-accrual status, at which time the accrual of interest ceases and a reserve for any unrecoverable accrued interest is established and charged against operations.

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SBA and USDA Government Guaranteed

At March 31, 2024, all of the Company’s nonperforming loans exclusive of the SBA and USDA government guaranteed loan are to borrowers with properties located in Southwest Washington.

At March 31, 2024, 79.0% of the Company’s nonperforming loans, totaling $137,000 were individually evaluated for loss reserves.

These loans have been charged down to the estimated fair market value of the collateral less selling costs or carry a specific reserve to reduce the net carrying value.

There were no reserves associated with these nonperforming loans that were individually evaluated at March 31, 2024.

At March 31, 2024, the largest single nonperforming loan was a commercial real estate loan for $79,000.

At March 31, 2025, all of the Company’s nonperforming loans are to borrowers with properties located in Southwest Washington.

At that date, 60.8% of the Company’s nonperforming loans, totaling $94,000, were individually evaluated for a specific allowance of credit losses.

These loans were either charged down to the estimated fair value of the collateral, less estimated selling costs, or carried a specific reserve to reduce their net carrying value.

No specific reserves were recorded for these individually evaluated nonperforming loans as of March 31, 2025.

At March 31, 2025, the largest single nonperforming loan was a CRE loan with an outstanding balance of $57,000.

The following table sets forth information regarding the Company’s nonperforming assets at the dates indicated (in thousands):

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Foregone interest on non-accrual loans

(1) Includes $18,000 of SBA and USDA government guaranteed loans at March 31, 2023.

(2) Consists entirely of SBA and USDA government guaranteed loans at both March 31, 2024 and 2023.

(1) Consists entirely of SBA and USDA government guaranteed loans at March 31, 2024.

The following tables set forth information regarding the Company’s nonperforming assets by loan type and geographical area at the dates indicated (in thousands):

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At March 31, 2025 and 2024, loans delinquent 30 – 89 days were 0.38% and 0.17% of total loans, respectively.

There were no CRE loans 30 – 89 days past at March 31, 2024 or March 31, 2023.

At March 31, 2024, CRE loans represent the largest portion of our loan portfolio at 57.0% of total loans and commercial business loans represent 22.4% of total loans.

At March 31, 2025, loans 30-89 days past due were comprised of SBA government guaranteed loans (which are included in commercial business), commercial business, CRE, and consumer loans.

The SBA government guaranteed loans comprise a substantial amount of the total loans 30-89 days past due at March 31, 2025.

At March 31, 2024, loans 30-89 days past due were comprised of commercial business and consumer loans.

At March 31, 2025, CRE loans 30-89 days past due were $242,000.

There were no CRE loans 30-89 days past at March 31, 2024.

At March 31, 2025, CRE loans represented the largest portion of our loan portfolio at 55.7% of total loans, followed by commercial business loans, which represented 21.9% of total loans.

In accordance with the Company’s policy guidelines, unsecured loans are generally charged-off when no payments have been received for three consecutive months unless an alternative action plan is in effect.

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General loss allowances

Specific loss allowances

Net recoveries

Net charge-offs (recoveries)

All loans on non-accrual status as of March 31, 2025 were categorized as classified loans.

Classified loans at March 31, 2024 were comprised of two commercial business loans totaling $58,000, two commercial real estate loans totaling $599,000, two multi-family real estate loans totaling $29,000 and one one-to-four family real estate loan for $36,000.

The net decrease in classified loans is primarily attributed to the payoff of one commercial real estate loan for $1.5 million during fiscal 2024.

Classified loans at March 31, 2025 were comprised of three commercial business loans totaling $763,000, three commercial real estate loans totaling $2.1 million, three multi-family real estate loans totaling $66,000 and one one-to-four family real estate loan for $30,000.

The net increase in classified loans during the period was primarily due to the downgrades of two commercial real estate loans totaling $2.0 million, two commercial business loans totaling $725,000, and two multi-family real estate loans totaling $47,000.

These downgrades were offset by the payoffs of one commercial real estate of $520,000 and one multi-family loan for $8,000 along with paydowns of loans totaling $50,000.

The Company maintains an ACL to provide for expected credit losses inherent in the loan portfolio consistent with accounting principles generally accepted in the United States of America (“GAAP”) guidelines.

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“Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates.”

The Company recorded no provision or recapture of credit losses for the fiscal year ended March 31, 2024 compared to a provision for loan losses of $750,000 for the fiscal year ended March 31, 2023.

This was primarily due to credit upgrades, payoffs of higher credit risk loans, updates to economic forecasts, changes in loan portfolio balances, composition, and characteristics.

The Company recorded a provision for credit losses of $100,000 for the fiscal year ended March 31, 2025 compared to no provision or recapture of credit losses for the fiscal year ended March 31, 2024.

The provision for credit losses for fiscal year ended March 31, 2025 was primarily due to growth in the loan portfolio.

The lack of a provision for credit losses for the fiscal year ended March 31, 2024 was primarily due to credit upgrades, payoffs of higher credit risk loans, updates to economic forecasts, changes in loan portfolio balances, composition, and characteristics.

At March 31, 2025, the ACL was $15.4 million, or 1.45% of total loans, compared to $15.4 million, or 1.50% of total loans at March 31, 2024.

Net recoveries totaled $13,000 for the fiscal year ended March 31, 2024, compared to $36,000 for the prior fiscal year.

The coverage ratio of ACL to nonperforming loans was 8631.46% at March 31, 2024 compared to 826.62% at March 31, 2023.

The Company’s general valuation allowance to pooled or “collectively evaluated” loans was 1.50% and 1.52% at March 31, 2024 and 2023, respectively.

Criticized loans, which are comprised of watch and special mention loans, increased $17.6 million to $36.7 million at March 31, 2024 from $19.1 million at March 31, 2023.

The net increase in criticized loans is mainly attributed to the downgrade of five commercial real estate loans totaling $15.0 million, the largest of which was $5.3 million, and one commercial business loan for $2.5 million.

Two of the downgraded commercial real estate loans totaling $8.0 million, including the previously mentioned $5.3 million loan, were to a related borrower.

The remaining four loans downgraded in fiscal 2024 totaling $7.9 million were to another related borrower.

The $7.9 million includes the previously mentioned $2.5 million commercial business loan along with a $3.8 million commercial real estate loan.

The criticized loan balance at March 31, 2024 includes a $15.6 million commercial real estate loan that was downgraded to special mention in fiscal year 2023.

The increases in the criticized loans balance at March 31, 2024 compared to March 31, 2023 were partially offset by normal paydowns, payoffs and grade changes totaling $1.9 million.

Classified loans decreased $1.9 million to $723,000 at March 31, 2024 compared to $2.6 million at March 31, 2023.

The decrease in classified loans is mainly due to the payoff of a $1.5 million commercial real estate loan that was classified at March 31, 2023.

Net charge-offs totaled $90,000 for the fiscal year ended March 31, 2025, compared to net recoveries of $13,000 for the prior fiscal year.

At March 31, 2025, the Company’s allowance for credit losses was more than sufficient to cover nonperforming loans, with a coverage ratio exceeding 9,900%, compared to 8,600% at the end of the prior fiscal year.

The Company’s general valuation allowance for pooled or “collectively evaluated” loans was 1.45% and 1.50% at March 31, 2025 and 2024, respectively.

Criticized loans, which are comprised of special mention loans, increased $11.8 million to $48.5 million at March 31, 2025 from $36.7 million at March 31, 2024.

These loans represented approximately 4.56% of the Company’s total loan portfolio as of March 31, 2025, compared to 3.58% at the prior year-end.

The net increase was mainly attributable to the downgrade of eight commercial real estate loans totaling $13.6 million, the largest of which was $3.7 million.

Four of these downgraded commercial real estate loans, totaling $8.6 million, were to a related borrower that the Company continues to monitor closely.

The criticized loan balance at March 31, 2025 also includes a $15.3 million CRE loan that was downgraded to special mention in fiscal year 2023.

The increases in the criticized loans balance at March 31, 2025 compared to March 31, 2024 were partially offset by normal loan paydowns, payoffs and grade changes totaling $2.2 million.

Classified loans increased $2.2 million to $2.9 million at March 31, 2025 compared to $723,000 at March 31, 2024.

The increase in classified loans is mainly due to the downgrade of $2.0 million CRE due to borrower cash flow deterioration.

The Company is actively monitoring this relationship and working with the borrower to address performance issues.

Management considers the ACL to be adequate at March 31, 2025 to cover expected credit losses inherent in the loan portfolio based on the assessment of various factors affecting the loan portfolio, and the Company believes it has established its existing ACL in accordance with GAAP.

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Other installment

Total allowance for credit losses - loans

Total ACL - loans

The following table shows certain credit ratios at and for the periods indicated and each component of the ratio’s calculations.

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Average loans receivable, net

Total net recoveries/(recoveries)

Total net charge-offs/(recoveries)

Total average loans receivable, net

(1) The allowance for loan losses (“ALLL”) for fiscal year 2023 was calculated using the previous incurred loss methodology, which is not directly comparable to the CECL methodology which was used to calculate the ACL for fiscal years 2025 and 2024.

Investment Activities

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Management reviews investment securities quarterly to determine if an ACL is required, taking into consideration current market conditions, the extent and nature of changes in estimated fair value, issuer rating changes and trends, financial condition of the underlying issuers, current analysts’ evaluations, the Company’s ability and intent to hold investments until a recovery of estimated fair value, which may be maturity, as well as other factors.

There was no ACL and OTTI recorded for investment securities for the years ended March 31, 2024 and 2023, respectively.

There was no ACL recorded for investment securities for the years ended March 31, 2025 and 2024, respectively.

See Note 3 of the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for additional information regarding investment securities.

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The Company attracts deposits from within its primary market area by offering a broad selection of deposit instruments, including demand deposits, negotiable order of withdrawal (“NOW”) accounts, money market accounts, savings accounts, certificates of deposit and retirement savings plans.

The Company has focused on building customer relationship deposits which include both business and consumer depositors.

The Company has focused on building client relationship deposits which include both business and consumer depositors.

Deposit account terms vary according to, among other factors, the minimum balance required, the time periods the funds must remain on deposit and the interest rate.

In determining the terms of its deposit accounts, the Company considers the rates offered by its competition, profitability to the Company, matching deposit and loan products and customer preferences and concerns.

The following table sets forth the average balances and interest rates of deposit accounts held by the Company at the dates indicated (dollars in thousands):

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Certificates of deposit

Deposit accounts totaled $1.2 billion at March 31, 2024 compared to $1.3 billion at March 31, 2023.

Deposit accounts totaled $1.2 billion at both March 31, 2025 and March 31, 2024.

The Company did not have any wholesale-brokered deposits at March 31, 2025 and 2024.

The Company continues to focus on core deposits and growth generated by customer relationships as opposed to obtaining deposits through the wholesale markets, although the Company continued to experience competition for customer deposits within its market area during fiscal year 2024.

Core branch deposits (comprised of demand, savings, interest checking accounts and certificates of deposit, excluding wholesale-brokered deposits, trust account deposits, Lawyer Trust Accounts (“IOLTA”), public funds, and internet-based deposits) at March 31, 2024 decreased $26.9 million since March 31, 2023 due to deposit pricing pressures in our market and customers seeking higher yielding investment alternatives.

At March 31, 2024, the Company had $39.6 million, or 3.22% of total deposits, in Certificate of Deposit Account Registry Service (“CDARS”) and Insured Cash Sweep (“ICS”) deposits, which were gathered from customers within the Company’s primary market-area.

CDARS and ICS deposits allow customers access to FDIC insurance on deposits exceeding the $250,000 FDIC insurance limit.

The Company continues to focus on core deposits and growth generated by client relationships as opposed to obtaining deposits through the wholesale markets, although the Company continued to experience competition for client deposits within its market area during fiscal year 2025.

Core branch deposits (comprised of demand, savings, interest checking accounts and certificates of deposit, excluding wholesale-brokered deposits, trust account deposits, Lawyer Trust Accounts (“IOLTA”), public funds, and internet-based deposits) at March 31, 2025 increased $2.2 million since March 31, 2024 reflecting the Company’s commitment to increasing core deposits through organic growth in client relationship.

At March 31, 2025, the Company had $36.0 million, or 2.92% of total deposits, in Certificate of Deposit Account Registry Service (“CDARS”) and Insured Cash Sweep (“ICS”) deposits, which were gathered from clients within the Company’s primary market-area.

CDARS and ICS deposits allow clients access to FDIC insurance on deposits exceeding the $250,000 FDIC insurance limit.

At March 31, 2025 and 2024, the Company also had $14.4 million and $13.2 million, respectively, in deposits from public entities located in the States of Washington and Oregon, all of which were fully covered by FDIC insurance or secured by pledged collateral.

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Under this listing service, the Company may post certificates of deposit rates on an internet site where institutional investors have the ability to deposit funds with the Company.

At March 31, 2024 and 2023, the Company did not have any deposits through this listing service as the Company chose not to utilize these

internet-based deposits.

At March 31, 2025 and 2024, the Company did not have any deposits through this listing service as the Company chose not to utilize these internet-based deposits.

Although the Company did not originate any internet based deposits during the fiscal year ended March 31, 2025, the Company may do so in the future consistent with its asset/liability objectives.

Deposit growth remains a key strategic focus for the Company and our ability to achieve deposit growth, particularly in core deposits, is subject to many risk factors including the effects of competitive pricing pressures, changing customer deposit behavior, and increasing or decreasing interest rate environments.

Deposit growth remains a key strategic focus for the Company and our ability to achieve deposit growth, particularly in core deposits, is subject to many risk factors including the effects of competitive pricing pressures, changing client deposit behavior, and increasing or decreasing interest rate environments.

Adverse developments with respect to any of these risk factors could limit the Company’s ability to attract and retain deposits and could have a material negative impact on the Company’s future financial condition, results of operations and cash flows.

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Weighted average rate on FHLB advances

Maximum amounts of FRB borrowings outstanding at any month end

Average FRB borrowings outstanding

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The Company’s obligations under the Debentures and related documents, taken together, constitute a full and unconditional guarantee by the Company of the obligations of the trusts.

The trust preferred securities are mandatorily

redeemable upon maturity of the Debentures or upon earlier redemption as provided in the indentures.

The trust preferred securities are mandatorily redeemable upon maturity of the Debentures or upon earlier redemption as provided in the indentures.

The Company has the right to redeem the Debentures in whole or in part on or after specific dates, at a redemption price specified in the indentures governing the Debentures plus any accrued but unpaid interest to the redemption date.

The Company also has the right to defer the payment of interest on each of the Debentures for a period not to exceed 20 consecutive quarters, provided that the deferral period does not extend beyond the stated maturity.

During such deferral period, distributions on the corresponding trust preferred securities will also be deferred and the Company may not pay cash dividends to the holders of shares of the Company’s common stock.

During such deferral period, distributions on the corresponding trust preferred securities will

also be deferred and the Company may not pay cash dividends to the holders of shares of the Company’s common stock.

The common securities issued by the grantor trusts are held by the Company, and the Company’s investment in the common securities of $836,000 at both March 31, 2025 and 2024 is included in prepaid expenses and other assets in the Consolidated Balance Sheets included in the Consolidated Financial Statements contained in Item 8 of this Form 10-K.

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Other than an investor’s own internet access charges, the Company makes available free of charge through its website the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to these reports, as soon as reasonably practicable after it has electronically filed such material with, or furnished such material to, the SEC.

T hese reports are also available on the SEC's website at http://www.sec.gov.

Subsidiary Activities

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The following table sets forth certain information regarding the executive officers of the Company and its subsidiaries:

Acting President/Chief Executive Officer and Chief Operating Officer

Nicole Sherman

President and Chief Executive Officer

Executive Vice President and Chief Operating Officer

Executive Vice President and Chief Financial Officer

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Executive Vice President and Chief Lending Officer (2)

Charmaine Lightheart

Executive Vice President and Chief Retail and Digital Engagement Officer (2)

President and Chief Executive Officer of Riverview Trust Company

(1) At March 31, 2025

Cox is Acting President/Chief Executive Officer and Chief Operating Officer of the Company.

(2) Bank only

Nicole Sherman is Chief Executive Officer and President of the Company since July 2024.

Sherman has over 30 years of banking experience at Executive leadership levels and has been in the State of Washington for over 20 years.

Sherman most recently served at Chief Operating Officer at Utah First Credit Union prior to joining the Company.

Prior to that, Ms.

Sherman was Chief Operating Officer at Numerica Credit Union for 3 years, Executive Vice President, Director of Retail Banking and Digital Integration of Columbia Bank for 10 years, and Executive Vice President, Chief Banking Officer at AmericanWest Bank for 7 years.

She began her career at Zions Bank where she served for 15 years in various senior leadership roles.

She has also led 11 successful mergers and acquisitions throughout her career.

Passionate about her community and industry, Ms.

Sherman serves on the Board of Directors for Greater Vancouver Chamber and Oregon Bankers Association.

Sherman holds a Bachelor of Science degree in business administration;

and in 2003, she was the first female instructor at Pacific Coast Banking Graduate School (PCBS) at the University of Washington, Foster School of Business.

Cox is Executive Vice President and Chief Operating Officer of the Company since July 2024.

Cox joined the Bank in August 2002 and spent five years as a commercial lender and progressed through the credit administration function, most recently serving as Executive Vice President and Chief Credit Officer.

Cox holds a Bachelor of Arts in Business Administration with a major emphasis in Finance from Washington State University and was an Honor Roll graduate of the Pacific Coast Banking School.

Cox holds a Bachelor of Arts in Business Administration with a major emphasis in Finance from Washington State University and was an Honor Roll graduate of the PCBS.

Cox is an active mentor in the local schools and was the Past Treasurer and Endowment Chair for the Washougal Schools Foundation and Past Board Member of Camas-Washougal Chamber of Commerce.

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Lam is a certified public accountant (CPA), holds a chartered global management accountant designation and is a member of both the American Institute of CPAs and Oregon Society of CPAs.

Robert Benke is Executive Vice President and Chief Credit Officer of the Bank.

Robert Benke is Executive Vice President and Chief Credit Officer of the Bank since September 2023.

Previously, Mr.

Benke was Senior Vice President/Senior Credit Administrator, a position he has held since March 2016.

Benke was Senior Vice President/Senior Credit Administrator, a position he held since March 2016.

Benke joined Riverview in July 2004 and spent five years as a commercial lender and progressed through the credit administration function starting in 2012 most recently serving as Senior Vice President of Credit Administration.

He is responsible for credit administration related to the Bank’s commercial and consumer loan activities.

He holds a Masters of Business Administration (MBA) from Washington State University, a Bachelor of Arts in Physics from Whitman College, and is a 2015 graduate of the Pacific Coast Banking School.

He holds a Masters of Business Administration (MBA) from Washington State University, a Bachelor of Arts in Physics from Whitman College, and is a 2015 graduate of the PCBS.

Benke is an active board member of the Washington State University – Vancouver MAP Program.

Michael Sventek is Executive Vice President and Chief Lending Officer of the Bank.

Sventek has over 32 years of experience in community banking, having most recently served as Commercial Banking Market Director for Umpqua Bank.

Sventek has over 32 years of experience in community banking, having most recently served as Commercial Banking Market Director for Umpqua Bank from April 2021 to March 2023.

Prior to that, he served as Commercial Banking President for BBVA USA.

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Sventek served as a highly visible finance leader for community banks and brings a vast amount of experience in commercial banking and lending.

Sventek graduated with a Bachelor of Science in Computer Science Engineering from Northern Arizona University and is a graduate of the Pacific Coast Banking School.

Sventek graduated with a Bachelor of Science in Computer Science Engineering from Northern Arizona University and is a graduate of the PCBS.

Charmaine Lightheart is Executive Vice President and Chief Retail and Digital Engagement Officer of the Bank.

Lightheart has 20 years of leadership experience in the banking industry, where she has served as a branch manager and leader of treasury management working her way to Regional Manager, Senior Vice President, and Director roles.

Lightheart has built her career at First Independent Bank, Sterling Bank, Heritage Bank and most recently, two years at Riverview Bank as Senior Vice President, Director of Retail Services.

Lightheart holds an MBA and is a graduate of the PCBS.

Evan Sowers is President and Chief Executive Officer of the Trust Company, a wholly-owned subsidiary of the Bank.

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As a state-chartered commercial bank, the Bank is subject to applicable provisions of Washington state law and regulations of the WDFI in addition to federal law and regulations of the FDIC applicable to state banks that are not members of the Federal Reserve System.

State law and regulations govern the Bank’s ability to take deposits and pay interest, to make loans on or invest in residential and other real estate, to make consumer loans, to invest in securities, to offer various banking services to its customers and to establish branch offices.

Under state law, commercial banks in Washington also generally have all of the powers that national banks have under federal laws and regulations.

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Federal Home Loan Bank System.

The Bank is a member of the FHLB, which is one of 11 regional Federal Home Loan Banks that administer the home financing credit function of savings institutions, each of which serves as a reserve or central bank for its members within its assigned region.

The Bank is a member of the FHLB Des Moines, which is one of 11 regional Federal Home Loan Banks that administer the home financing credit function of savings institutions, each of which serves as a reserve or central bank for its members within its assigned region.

The FHLB is funded primarily from proceeds derived from the sale of consolidated obligations of the FHLB System.

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In addition, all long-term advances are required to provide funds for residential home financing.

See Business – “Deposit Activities and Other Sources of

Funds – Borrowings.” As a member, the Bank is required to purchase and maintain stock in the FHLB.

See Business – “Deposit Activities and Other

Sources of Funds – Borrowings.” As a member, the Bank is required to purchase and maintain stock in the FHLB.

At March 31, 2025, the Bank held $4.3 million in FHLB stock, which is comprised of $904,000 of membership stock and $3.4 million of activity stock from borrowing activities.

At March 31, 2025, the Bank is in compliance with FHLB stock requirements.

During the fiscal year ended March 31, 2024, the Bank redeemed $964,000 of FHLB membership stock at par due to the decrease in the Bank’s consolidated assets at December 31, 2023 as compared to December 31, 2022 along with a reduction of capital stock requirement percentage from 0.12% to 0.06% of the Bank’s consolidated assets.

During the fiscal year ended March 31, 2025, the Bank redeemed $49,000 of FHLB membership stock at par due to the decrease in the Bank’s consolidated assets at December 31, 2024 as compared to December 31, 2023.

The FHLB continues to contribute to low- and moderately-priced housing programs through direct loans or interest subsidies on advances targeted for community investment and low- and moderate-income housing projects.

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The Bank’s deposits are insured up to $250,000 per separately insured deposit ownership right or category by the Deposit Insurance Fund (“DIF”) of the FDIC.

As insurer, the FDIC imposes deposit insurance premiums and is authorized to conduct examinations of, and to require reporting by, FDIC-insured institutions.

As the insurer, the FDIC imposes deposit insurance premiums and is authorized to conduct examinations of, and to require reporting by, FDIC-insured institutions.

The FDIC assesses deposit insurance premiums quarterly on each FDIC-insured institution applied to its deposit base, which is their average consolidated total assets minus its Tier 1 capital.

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Total base assessment rates currently range from 2.5 to 32 basis points subject to certain adjustments for institutions considered a “Small Bank” like the Bank.

Extraordinary growth in insured deposits during the first and second quarters of 2020 caused the DIF 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 uniformly by two 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.

Revised assessment rate schedules will remain in effect unless and until the reserve ratio meets or exceeds two percent, absent further action by the FDIC Board.

The FDIC may increase or decrease the range of assessments uniformly, except that no adjustment can deviate more than two basis points from the base assessment rate without notice and comment rulemaking.

A significant increase in insurance premiums or a special assessment levied by the FDIC could likely have an adverse effect on the operating expenses and results of operations of the Bank.

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Primarily, the law affords Washington state-chartered commercial banks the same powers as Washington state-chartered savings banks and provides that Washington state-chartered commercial banks may exercise any of the powers that the Federal Reserve has determined to be closely related to the business of banking and the powers of national banks, subject to the approval of the Director of the WDFI in certain situations.

Finally, the law provides additional flexibility for Washington state-chartered commercial and savings banks with respect to interest rates on

loans and other extensions of credit.

Finally, the law provides additional flexibility for Washington state-chartered commercial and savings banks with respect to interest rates on loans and other extensions of credit.

Specifically, they may charge the maximum interest rate allowable for loans and other extensions of credit by federally-chartered financial institutions to Washington residents.

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The Bank received a “satisfactory” rating during its most recent CRA examination.

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

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.

The final rule establishes a revised regulatory framework for the CRA that, like the current framework, is based on bank asset size and business model.

Under the final rule, banks (such as the Bank) with assets of at least $600 million as of December 31 in both of the prior two calendar years and less than $2 billion as of December 31 in either of the prior two calendar years will be an “intermediate bank.” Intermediate banks will be evaluated under the new Retail Lending Test, and either the current rule’s community development test or, at the Bank’s option, the new Community Development Financing Test.

The applicability date for the majority of the provisions in the CRA regulations is January 1, 2026, and additional requirements will be applicable on January 1, 2027.

The amount of dividends payable by the Bank to Riverview depends upon the Bank’s earnings and capital position, and is limited by federal and state laws, regulations and policies.

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The guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director, or principal shareholder.

If the FDIC determines that an institution fails to meet any of these guidelines, it may

require an institution to submit to the FDIC an acceptable plan to achieve compliance.

If the FDIC determines that an institution fails to meet any of these guidelines, it may require an institution to submit to the FDIC an acceptable plan to achieve compliance.

Management of the Bank is not aware of any conditions relating to these safety and soundness standards which would require submission of a plan of compliance.

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Anti-Money Laundering and Customer Identification.

The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) was signed into law on October 26, 2001.

The USA PATRIOT Act and the Bank Secrecy Act requires financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities.

If such activities are detected, financial institutions are obligated to file suspicious activity reports with the U.S.

Treasury’s Office of Financial Crimes Enforcement Network.

These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts, and, effective in 2018, the beneficial owners of accounts.

Bank regulators are directed to consider a holding company’s effectiveness in combating money laundering when ruling on Bank Holding Company Act and Bank Merger Act applications.

The Bank is subject to the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”).

The USA PATRIOT Act grants federal agencies expanded powers to combat terrorism through enhanced domestic security measures, increased surveillance authority, expanded information sharing, and strengthened anti-money laundering (“AML”) requirements.

Among its provisions, the USA PATRIOT Act encourages information sharing among financial institutions, regulatory agencies, and law enforcement authorities.

It also imposes specific obligations on a wide range of financial institutions, including banks, broker-dealers, credit unions, money services businesses, and entities registered under the Commodity Exchange Act, to establish and maintain procedures for verifying the identity of clients seeking to open new accounts, pursuant to the Act’s Customer Identification Program requirements.

Additionally, federal banking regulators are required to consider a financial institution’s record in complying with AML obligations, including those under the USA PATRIOT Act, when evaluating applications under the Bank Holding Company Act and the Bank Merger Act.

Privacy Standards and Cybersecurity.

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Specifically, the new rule requires 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.

Service providers are required under the rule to notify affected banking organization clients 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 clients for four or more hours.

Compliance with the new rule was required by May 1, 2022.

Non-compliance with federal or similar state privacy and cybersecurity laws and regulations could lead to substantial regulatory imposed fines and penalties, damages from private causes of action and/or reputational harm.

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.

Please see “Item 1C.

Cybersecurity”.

Other Consumer Protection Laws and Regulations.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) established the Consumer Financial Protection Bureau (“CFPB”) and empowered it to exercise broad regulatory, supervisory and enforcement authority with respect to both new and existing consumer financial protection laws.

The Bank is subject to consumer protection regulations issued by the CFPB, but as a financial institution with assets of less than $10 billion, the Bank is generally subject to supervision and enforcement by the FDIC with respect to its compliance with federal consumer financial protection laws and CFPB regulations.

The Bank is subject to a broad array of federal and state consumer protection laws and regulations that govern almost every aspect of its business relationships with consumers.

While not exhaustive, these laws and regulations include the Truth-in-Lending Act, the Truth in Savings Act, the Electronic Fund Transfer Act, the Expedited Funds Availability Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Real Estate Settlement Procedures Act, the Home Mortgage Disclosure Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Right to Financial Privacy Act, the Home Ownership and Equity Protection Act, the Consumer Leasing Act, the Fair Credit Billing Act, the Homeowners Protection Act, the Check Clearing for the 21st Century Act, laws governing flood insurance, laws governing consumer protections in connection with the sale of insurance, federal and state laws prohibiting unfair and deceptive business practices and various regulations that implement some or all of the foregoing.

These laws and regulations mandate certain disclosure requirements and regulate the manner in which financial institutions must deal with customers when taking deposits, making loans, collecting loans and providing other services.

Failure to comply with these laws and regulations can subject the Bank to various penalties, including but not limited to, enforcement actions, injunctions, fines, civil liability, criminal penalties, punitive damages and the loss of certain contractual rights.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) established the Consumer Financial Protection Bureau (“CFPB”) and granted it broad authority to regulate, supervise, and enforce federal consumer financial protection laws.

Although the Bank, as an institution with assets under $10 billion, is generally supervised for consumer compliance by the Federal Deposit Insurance Corporation (“FDIC”), the CFPB’s regulations and guidance continue to shape the federal consumer protection framework applicable to the Bank.

Recent reports indicated changes in the operational posture of the CFPB, including temporary suspension of certain rulemaking and enforcement activities, office closures, and leadership transitions.

These developments may affect the timing or implementation of consumer financial regulations, and the long-term impact on the CFPB’s activities remains to be seen.

The Bank is also subject to a broad range of federal and state consumer protection laws, including, but not limited to, the Truth in Lending Act, Equal Credit Opportunity Act, Fair Credit Reporting Act, Real Estate Settlement Procedures Act, Electronic Fund Transfer Act, and laws prohibiting unfair, deceptive, or abusive acts or practices.

These laws govern the Bank’s interactions with consumers across nearly all products and services.

Noncompliance can result in enforcement actions, civil monetary penalties, and reputational harm.

The Bank continues to monitor regulatory developments and remains committed to complying with applicable consumer protection requirements.

Regulation and Supervision of Riverview Bancorp, Inc.

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Under the BHCA, Riverview is supervised by the Federal Reserve.

The Federal Reserve has a policy that a bank holding company is required to serve as a source of financial and managerial strength to its subsidiary bank

and may not conduct its operations in an unsafe or unsound manner.

The Federal Reserve has a policy that a bank holding company is required to serve as a source of financial and managerial strength to its subsidiary bank and may not conduct its operations in an unsafe or unsound manner.

In addition, the Dodd-Frank Act and earlier Federal Reserve policy provide that a bank holding company should serve as a source of strength to its subsidiary bank by having the ability to provide financial assistance to its subsidiary bank during periods of financial distress to the bank.

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The BHCA prohibits a bank holding company, with certain exceptions, from acquiring ownership or control of more than 5% of the voting shares of any company that is not a bank or bank holding company and from engaging in activities other than those of banking, managing or controlling banks, or providing services for its subsidiaries.

Under the BHCA, the Federal Reserve may approve the ownership of shares by a bank holding company in any company, the activities of which the Federal Reserve has determined to be so closely related to the business of banking or managing or controlling banks as to be a proper incident thereto.

incident thereto.

These activities include:

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providing tax planning and preparation services;

and, subject to certain limitations, providing securities brokerage services for customers.

and, subject to certain limitations, providing securities brokerage services for clients.

The Federal Reserve must approve the acquisition (or acquisition of control) of a bank or other FDIC-insured depository institution by a bank holding company, and the appropriate federal banking regulator must approve a bank’s acquisition (or acquisition of control) of another bank or other FDIC-insured institution.

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A bank holding company, except for certain “well-capitalized” and highly rated bank holding companies, is required to give the Federal Reserve prior written notice of any purchase or redemption of its outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding twelve months, is equal to 10% or more of its consolidated net worth.

The Federal Reserve may

disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe or unsound practice or would violate any law, regulation, Federal Reserve order or any condition imposed by, or written agreement with, the Federal Reserve.

The Federal Reserve may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe or unsound practice or would violate any law, regulation, Federal Reserve order or any condition imposed by, or written agreement with, the Federal Reserve.

Federal Securities Laws.

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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