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Riverview Bancorp Inc: Form 10-K for the period ended Mar 31, 2026

Filed with the SEC on Jun 12, 2026 and accepted by EDGAR at Jun 12, 2026, 15:53 ET.

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As filed, 119,733 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

General

Riverview Bancorp, Inc., a Washington corporation, is the bank holding company of Riverview Bank. At March 31, 2026, the Company had total assets of $1.46 billion, total deposits of $1.25 billion and total shareholders’ equity of $145.6 million. The Company’s executive offices are located in Vancouver, Washington. The Bank has two subsidiaries, Riverview Trust Company (the “Trust Company”) and Riverview Services, Inc. (“Riverview Services”). The Trust Company is a trust and financial services company located in downtown Vancouver, Washington, and provides full-service brokerage activities, trust and asset management services. Riverview Services acts as a trustee for deeds of trust on mortgage loans granted by the Bank and receives a reconveyance fee for each deed of trust.

Substantially all of the Company’s business is conducted through the Bank, which until April 28, 2021, was a federal savings bank subject to extensive regulation by the Office of the Comptroller of the Currency (“OCC”). The Bank converted from a federally chartered savings bank to a Washington state-chartered commercial bank on April 28, 2021. As a Washington state-chartered commercial bank, the Bank’s regulators are the Washington State Department of Financial Institution, Divisions of Banks (“WDFI”) and the Federal Deposit Insurance Corporation (“FDIC”), the insurer of its deposits. The Bank’s deposits are insured up to applicable limits by the FDIC. The Federal Reserve remains the primary federal regulator for the Company. In connection with the Bank’s charter conversion, the Company converted from a Savings and Loan Holding Company to a Bank Holding Company. 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, personalized service to residents and businesses within its primary market area. The Company considers Clark, Klickitat and Skamania counties in Washington, and Multnomah, Washington and Marion counties in Oregon, to comprise its primary market area. The Company is engaged primarily in attracting deposits from the general public and using such funds within 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 $1.08 billion at March 31, 2026, compared to $1.05 billion at March 31, 2025.

The Company’s strategic plan focuses on five key priorities: employer of choice, profitable growth, digital experience, data empowerment and client experience.

  • Employer of choice: Riverview’s vision is “to be the preferred place to bank and work in the Pacific Northwest.” The Company focuses on recruiting, developing, and retaining talent across all areas of the organization.
  • Profitable growth: The Company seeks to achieve sustainable, well-managed growth that enhances long-term financial performance and competitive position by increasing revenues, deepening existing client relationships, attracting new clients, and maintaining disciplined expense management and prudent risk-management practices.
  • Digital experience: The Company seeks to provide seamless, intuitive and secure digital banking capabilities designed to enhance client engagement through personalized services, convenient access to banking solutions and efficient transaction processing.
  • Data empowerment: The Company utilizes data analytics to support informed decision-making, improve operational efficiencies and enhance client experiences through greater insight into client needs and market trends.
  • Client experience: The Company focuses on delivering consistent, personalized and high-quality service across all client interactions in order to strengthen relationships and build trust within the communities it serves.

The Company targets commercial banking clients within its primary market area for loan originations and deposit growth, including businesses, professionals and wealth-building individuals. In pursuit of these objectives, the Company seeks to grow its loan portfolio in a manner consistent with its strategic plan, asset/liability management objectives and regulatory capital requirements. This strategy includes growing and maintaining a significant concentration of business banking, commercial business and commercial real estate loans, which generally carry adjustable rates, higher yields and shorter terms, as well as greater credit risk, than traditional fixed-rate real estate one-to-four family loans.

The Company’s strategic plan also emphasizes growth in non-interest income, including asset management fees generated through the Trust Company and deposit-related service charges. The strategic plan is intended to enhance earnings, reduce interest rate risk and provide a broader range of financial services to clients and the local communities the Company serves. The Company believes it is positioned to attract new clients and increase market share through its network of 17 branch locations, including 10 branches in Clark County, three branches in the Portland metropolitan area and three lending centers.

Market Area

The Company conducts operations from its home office in Vancouver, Washington, and through a network of 17 branch offices serving communities throughout southwest Washington and northwest Oregon. The Company’s branch network includes offices located in Camas, Washougal, Stevenson, White Salmon, Battle Ground, Goldendale, Ridgefield and Vancouver, Washington, as well as Portland, Gresham, Tualatin and Aumsville, Oregon. Six of the Company’s branch offices are located in Vancouver, Washington. In addition, the Trust Company operates offices in downtown Vancouver, Washington and Lake Oswego, Oregon, providing brokerage, trust and asset management services. The Bank’s Business and Professional Banking Division operates two commercial lending offices in Vancouver and one in Portland and provides commercial and business banking services throughout the Company’s market area.

The Company’s primary market area consists principally of Clark County, Washington and the broader Portland-Vancouver-Hillsboro Metropolitan Statistical Area (“MSA”), which spans portions of southwest Washington and northwest Oregon. The Portland-Vancouver MSA is among the larger metropolitan markets in the Pacific Northwest and supports a diverse regional economy driven by technology, healthcare, manufacturing, professional services, transportation and trade. Management believes the region’s diversified employment base, population growth and ongoing commercial development have historically supported demand for commercial banking services, and commercial real estate, multi-family lending and small business lending.

Clark County, Washington, which includes the City of Vancouver, has experienced population growth over the past decade, due in part to migration trends within the greater Portland metropolitan region. The Company believes the area has benefited from Washington’s tax structure, relative housing affordability compared to portions of the Portland metropolitan area, and continued commercial development activity. Population growth and business formation within Clark County have contributed to increased demand for commercial real estate, owner-occupied business properties, multifamily housing and commercial banking services, which collectively comprise significant portions of the Company’s lending activities.

Vancouver is located immediately north of Portland, Oregon along the Columbia River and serves as a regional economic center for southwest Washington. The Vancouver-Clark County market includes employees operating in a broad range of industries, including technology, healthcare, manufacturing, logistics and professional services. Major employers and businesses located within the broader market area include: Sharp Microelectronics, ZoomInfo, Hewlett Packard, Georgia-Pacific, Underwriters Laboratories, TSMC Washington, Barrett Business Services, PeaceHealth and Banfield Pet Hospital, among others. The broader Portland metropolitan area includes additional major employers such as Adidas North America, Nike, Intel, Columbia Sportswear and Precision Castparts. Management believes the presence of these employers has contributed to the regional economic activity, commercial development and demand for banking services within the Company’s market area.

The Company also serves smaller communities in Skamania and Klickitat Counties in Washington through branch offices located in Stevenson, White Salmon and Goldendale. These markets have economic characteristics distinct from the urban core of the Portland-Vancouver metropolitan area and are more dependent upon agriculture, timber, tourism, outdoor recreation and small business activity. Lending activities within these communities are generally concentrated in small business lending, residential real estate and owner-occupied commercial properties. The Columbia River Gorge National Scenic Area contributes to tourism and service-sector employment throughout portions of this region.

Lending Activities

General. At March 31, 2026, the Company’s net loans receivable totaled $1.08 billion, or 73.6% of total assets at that date. The principal lending activity of the Company is the origination of loans collateralized by commercial properties and commercial business loans. A substantial portion of the Company’s loan portfolio is secured by real estate, either as primary or secondary collateral, located in its primary market area. 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 clients, referrals and existing clients. The Bank also uses commissioned loan brokers and print advertising to market its products and services. Loans are approved at various levels of management, depending upon the amount of the loan. Our current loan policy generally limits the maximum amount of loans we can make to one borrower to the greater of $500,000 or 15% of unimpaired capital and surplus (except for loans fully secured by certain readily marketable collateral, in which case this limit is increased to 25% of unimpaired capital and surplus). The regulatory limit of loans we can make to one borrower is 20% of total risk-based capital, or $34.8 million, at March 31, 2026. At this date, the Bank’s largest lending relationship with one borrower was $27.2 million, which consisted of a multi-family loan of $16.4 million and a commercial real estate loan of $10.7 million, both of which were performing in accordance with their original payment terms at March 31, 2026.

Loan Portfolio Analysis. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At March 31, 2026 Amount ​ ​ ​ ​ ​ ​ ​ Percent ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 Amount ​ ​ ​ ​ ​ ​ ​ Percent ​ ​ ​ ​ ​ ​ ​ ​
Commercial business ​ $219,846 ​ 20.12% $232,935 ​ 21.92%
Commercial real estate ​ 611,634 ​ 55.99 ​ 592,185 ​ 55.74 ​
Land ​ ​ 9,143 ​ ​ 0.84 ​ ​ 4,610 ​ ​ 0.43 ​
Multi-family ​ ​ 103,614 ​ ​ 9.48 ​ ​ 91,451 ​ ​ 8.61 ​
Real estate construction ​ 24,040 ​ 2.20 ​ 29,182 ​ 2.75 ​
Total commercial and construction ​ 968,277 ​ 88.63 ​ 950,363 ​ 89.45 ​
Consumer: ​ ​ ​ ​ ​ ​ ​ ​ ​
Real estate one-to-four family ​ 96,698 ​ 8.85 ​ 97,683 ​ 9.19 ​
Other installment ​ 27,509 ​ 2.52 ​ 14,414 ​ 1.36 ​
Total consumer ​ 124,207 ​ 11.37 ​ 112,097 ​ 10.55 ​
Total loans ​ 1,092,484 ​ 100.00% 1,062,460 ​ 100.00%
Less: ​ ​ ​ ​ ​ ​ ​ ​ ​
Allowance for credit losses ("ACL") ​ 15,248 ​ ​ ​ 15,374 ​ ​ ​
Total loans receivable, net ​ $1,077,236 ​ ​ ​ ​ $1,047,086 ​ ​ ​ ​

Loan Portfolio Composition. The following tables set forth the composition of the Company’s commercial and construction loan portfolio based on loan purpose at the dates indicated (in thousands):

​ ​ ​ March 31, 2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial Business ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial Real Estate Mortgage ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real Estate Construction ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial and Construction Total ​ ​ ​ ​
Commercial business ​ $219,846 ​ $— ​ $— ​ $219,846
Commercial construction ​ — ​ — ​ 13,619 ​ 13,619
Office buildings ​ — ​ 115,462 ​ — ​ 115,462
Warehouse/industrial ​ — ​ 118,292 ​ — ​ 118,292
Retail/shopping centers/strip malls ​ — ​ 90,388 ​ — ​ 90,388
Assisted living facilities ​ — ​ 343 ​ — ​ 343
Single purpose facilities ​ — ​ 287,149 ​ — ​ 287,149
Land ​ — ​ 9,143 ​ — ​ 9,143
Multi-family ​ — ​ 103,614 ​ — ​ 103,614
One-to-four family construction ​ — ​ — ​ 10,421 ​ 10,421
Total ​ $219,846 ​ $724,391 ​ $24,040 ​ $968,277
​ March 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Commercial business ​ ​ ​ $232,935 ​ $— ​ $— ​ $232,935
Commercial construction ​ — ​ — ​ 18,368 ​ 18,368
Office buildings ​ — ​ 110,949 ​ — ​ 110,949
Warehouse/industrial ​ — ​ 114,926 ​ — ​ 114,926
Retail/shopping centers/strip malls ​ — ​ 88,815 ​ — ​ 88,815
Assisted living facilities ​ — ​ 358 ​ — ​ 358
Single purpose facilities ​ — ​ 277,137 ​ — ​ 277,137
Land ​ — ​ 4,610 ​ — ​ 4,610
Multi-family ​ — ​ 91,451 ​ — ​ 91,451
One-to-four family construction ​ — ​ — ​ 10,814 ​ 10,814
Total ​ $232,935 ​ $688,246 ​ $29,182 ​ $950,363

Commercial Business Lending. At March 31, 2026, the commercial business loan portfolio totaled $219.8 million, or 20.1% of total loans. Commercial business loans are typically secured by business equipment, accounts receivable, inventory or other property. The Company’s commercial business loans may be structured as term loans or as lines of credit. Commercial term loans are generally made to finance the purchase of assets and usually have maturities of five years or less. Commercial lines of credit are typically made for the purpose of providing working capital and usually have a term of one year or less. Lines of credit are made at variable rates of interest equal to a negotiated margin above an index rate and term loans are at either a variable or fixed rate. The Company also generally obtains personal guarantees from financially capable parties based on a review of personal financial statements.

Commercial business lending typically involves risks that are different from those associated with residential and commercial real estate lending. Although commercial business loans are often collateralized by equipment, inventory, accounts receivable or other business assets, the liquidation of collateral in the event of default is often an insufficient source of repayment because accounts receivable may be uncollectible and inventories may be obsolete or of limited use, among other things. Accordingly, the repayment of commercial business loans depends primarily on the cash flow and creditworthiness of the borrower and secondarily on the underlying collateral provided by the borrower. Additionally, the borrower’s cash flow may be unpredictable and collateral securing these loans may fluctuate in value. At March 31, 2026, the Company had four commercial business loans totaling $645,000 on non-accrual status compared to one commercial business loan for $37,000 at March 31, 2025.

Commercial Real Estate Mortgage Lending. The Company originates real estate mortgage loans secured by office buildings, warehouse/industrial, retail, assisted living facilities and single-purpose facilities (collectively “commercial real estate” or “CRE”) and land and multi-family loans primarily located in its market area. At March 31, 2026, the commercial real estate and multi-family real estate loan portfolios totaled $611.6 million and $103.6 million, or 56.0% and 9.5% of total loans, respectively. At March 31, 2026, owner occupied properties accounted for 25.6% and non-owner occupied properties accounted for 74.4% of the Company’s commercial real estate loans.

Commercial real estate and multi-family loans typically have higher loan balances, are more difficult to evaluate and monitor, and involve a higher degree of risk than residential one-to-four family loans. As a result, commercial real estate and multi-family loans are generally priced at a higher rate of interest than residential one-to-four family loans. Often payments on loans secured by commercial properties are dependent on the successful operation and management of the property securing the loan or business conducted on the property securing the loan; therefore, repayment of these loans may be affected by adverse conditions in the real estate market or the economy. Real estate lending is generally considered to be collateral based lending with loan amounts based on predetermined loan to collateral values and liquidation of the underlying real estate collateral being viewed as the primary source of repayment in the event of borrower default. The Company seeks to minimize these risks by generally limiting the maximum loan-to-value ratio to 80% and strictly scrutinizing the financial condition of the borrower, the quality of the collateral and the management of the property securing the loan. Loans are secured by first mortgages and often require specified debt service coverage (“DSC”) ratios depending on the characteristics of the collateral. The Company generally imposes a minimum DSC ratio of 1.20 for loans secured by income producing properties. 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.

At March 31, 2026, the Company had four commercial real estate loans totaling $7.1 million on non-accrual status compared to two commercial real estate loans totaling $88,000 at March 31, 2025. The increase was driven by one hospitality borrower-specific circumstance rather than any broader weakness in that loan category. The Company is actively monitoring this relationship and working with the borrower to address performance issues. For more information concerning risks related to commercial real estate loans, see Item 1A. “Risk Factors – Risks Related to Our Lending Activities – Commercial and multi-family real estate lending involves higher risks than one-to-four family real estate and other consumer lending, which exposes us to increased lending risks.”

Land loans represent loans made to developers for the purpose of acquiring raw land and/or for the subsequent development and sale of residential lots. Such loans typically finance land purchases and infrastructure development of properties (e.g., roads, utilities, etc.) with the aim of making improved lots ready for subsequent sales to consumers or builders for ultimate construction of residential units. The primary source of repayment is generally the cash flow from developer sale of lots or improved parcels of land, secondary sources and personal guarantees, which may provide an additional measure of security for such loans.

At March 31, 2026, land loans totaled $9.1 million, or 0.8% of total loans, compared to $4.6 million, or 0.4% of total loans at March 31, 2025. The largest land loan had an outstanding balance at March 31, 2026 of $3.5 million and was performing according to its original payment terms. At March 31, 2026, all of the land loans were secured by properties located in Washington and Oregon. At March 31, 2026 and 2025, the Company had no land loans on non-accrual status.

Real Estate Construction. The Company originates three types of residential construction loans: (i) speculative construction loans, (ii) custom/presold construction loans and (iii) construction/permanent loans. The Company also originates construction loans for the development of business properties and multi-family dwellings. All of the Company’s real estate construction loans were made on properties located in Washington and Oregon.

The composition of the Company’s construction loan portfolio, including undisbursed funds, was as follows at the dates indicated (dollars in thousands):

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At March 31, 2026 Amount (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent ​ ​ ​ ​ ​ ​ ​ 2025 Amount (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent ​
Speculative construction ​ ​ ​ $13,073 ​ ​ ​ 34.17% $13,206 ​ ​ ​ 28.87%
Commercial/multi-family construction ​ 23,921 62.51 ​ 27,703 60.57 ​
Custom/presold construction ​ 1,271 3.32 ​ 4,829 10.56 ​
Total ​ $38,265 100.00% $45,738 100.00%

(1) Includes undisbursed funds of $14.2 million and $16.6 million at March 31, 2026 and 2025, respectively.

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. A home buyer may be identified during or after the construction period, creating the risk that the builder will be required to service the loan and fund property taxes and other carrying costs on 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, 2026 was a $1.9 million loan to finance the construction of 22 single-family townhomes, secured by property located within the Company’s market area. The average balance of loans in the speculative construction portfolio at March 31, 2026 was $579,000. At both March 31, 2026 and 2025, the Company had no speculative construction loans on non-accrual status.

Presold construction loans are made to homebuilders who, at origination, have a signed contract with a homebuyer who has a commitment for permanent financing for the finished home from the Company or another lender. These loans are generally originated with a term of 12 months. At March 31, 2026 and 2025, presold construction loans totaled $1.3 million and $4.8 million, respectively.

The composition of land and speculative/presold construction loans by geographical area is as follows at the dates indicated (in thousands):

​ ​ ​ March 31, 2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Northwest Oregon ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Oregon ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Southwest Washington ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Washington ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​
Land ​ $345 ​ $599 ​ $8,199 ​ $— ​ $9,143

9

Speculative and presold construction ​ ​ — ​ ​ — ​ ​ 9,322 ​ ​ 1,099 ​ ​ 10,421
Total ​ $345 ​ $599 ​ $17,521 ​ $1,099 ​ $19,564
​ ​ ​ March 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Northwest Oregon ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Southwest Washington ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Washington ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​
Land ​ $615 ​ $3,677 ​ $318 ​ $4,610
Speculative and presold construction ​ ​ — ​ ​ 7,343 ​ ​ 3,471 ​ ​ 10,814
Total ​ $615 ​ $11,020 ​ $3,789 ​ $15,424

Custom construction loans are made directly to homeowners, unlike speculative and presold construction loans, which are made to homebuilders. Construction/permanent loans are originated to the homeowner and include a commitment by the Company to originate a permanent mortgage loan upon completion of construction to repay the construction loan. The construction phase of a construction/permanent loan generally lasts six to nine months. Upon completion of construction, the Company may originate either a fixed-rate or adjustable-rate mortgage (“ARM”) loan, or may utilize its mortgage brokerage capabilities to arrange permanent financing for the client with another lender. For ARM loans, interest rates adjust on the first scheduled adjustment date. See “Mortgage Brokerage” and “Mortgage Loan Servicing” below for additional information. At March 31, 2026, the Company had no construction/permanent loans.

The Company provides construction financing for non-residential business properties and multi-family dwellings. At March 31, 2026, commercial construction loans totaled $13.6 million, or 56.7% of total real estate construction loans, and 1.2% of total loans. Borrowers may be the business owner/occupier of the building who intend to operate their business from the completed property, as well as non-owner developers. Repayment of these loans is typically expected from the sale or refinancing of the project upon completion of construction. In certain circumstances, the Company may provide or commit to take-out financing upon construction. Take-out financing is subject to the project meeting specific underwriting guidelines. No assurance can be given that such take-out financing will be available upon project completion. These loans are secured by office buildings, retail rental space, mini storage facilities, assisted living facilities and multi-family dwellings located in the Company’s market area. At March 31, 2026, the largest commercial construction loan had a balance of $6.6 million and was performing according to its original repayment terms. The average balance of loans in the commercial construction portfolio at March 31, 2026 was $2.3 million. At both March 31, 2026 and 2025, the Company had no commercial construction loans on non-accrual status.

The Company has originated construction and land acquisition and development loans where a component of the cost of the project was the interest required to service the debt during the construction period of the loan, sometimes known as interest reserves. The Company allows disbursements of this interest component as long as the project is progressing as originally projected and if there has been no deterioration in the financial standing of the borrower or the underlying project. If the Company determines that there is such deterioration, or if the loan becomes nonperforming, the Company halts any disbursement of those funds identified for use in paying interest. In some cases, additional interest reserves may be taken by use of deposited funds or through credit lines secured by separate and additional collateral. For additional information concerning the risks related to construction lending, see Item 1A. “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 2027, while selectively originating new construction loans to qualified borrowers.

Consumer Lending. Consumer loans totaled $124.2 million at March 31, 2026. Real estate one-to-four family loans totaled $96.7 million of consumer loans and consisted of $72.0 million of one-to-four family residential mortgage loans, $24.4 million of home equity lines of credit, and $335,000 of land loans to consumers for the future construction of one-to-four family homes. The remainder of consumer lending consisted of other installment loans totaling $27.5 million, which include other secured and unsecured consumer loans.

The majority of the Company’s one-to-four family residential real estate loans are located within its primary market area. Underwriting standards generally require that such loans be owner- occupied and that originated loan amounts not exceed 80% of the lesser of the appraised value or cost of the underlying collateral (95% when private mortgage insurance is obtained). Loan terms typically range from 15 to 30 years. At March 31, 2026, the Company had one residential real estate loan totaling $7,000 on non-accrual status, compared to one residential real estate loan totaling $30,000 at March 31, 2025. The Company no longer originates real estate one-to-four family loans.

The Company also originates a variety of installment loans, including loans for debt consolidation and other purposes, automobile loans, boat loans and savings account-secured loans. At both March 31, 2026 and 2025, the Company had no installment loans on non-accrual status.

Installment consumer loans generally entail greater risk than 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. In these cases, we face the risk that any collateral for a defaulted loan may not provide an adequate source of repayment of the outstanding loan balance. Thus, the recovery and sale of such property could be insufficient to compensate us for the principal outstanding on these loans as a result of the greater likelihood of damage, loss or depreciation. The remaining deficiency often does not warrant further collection efforts against the borrower beyond obtaining a deficiency judgment. In addition, consumer loan collections are dependent on the borrower’s continuing financial stability and are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit our ability to recover on such loans.

Loan Maturity. The following table sets forth certain information at March 31, 2026 regarding the dollar amount of loans maturing in the loan portfolio based on their contractual terms to maturity, but does not include potential prepayments. Demand loans, loans having no stated schedule of repayments or stated maturity and overdrafts are reported as due in one year or less. Loan balances are reported net of deferred fees (in thousands):

​ ​ ​ ​ Commercial and construction: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ In One Year or Less ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ After One Year Through Five Years ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ After Five Years Through 15 Years ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ After 15 Years ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​
Commercial business ​ $8,130 ​ $33,581 ​ $88,247 ​ $89,888 ​ $219,846
Commercial real estate ​ 37,023 ​ ​ 232,285 ​ 341,927 ​ 399 ​ 611,634
Land ​ ​ (4) ​ ​ 8,189 ​ ​ 958 ​ ​ — ​ ​ 9,143
Multi-family ​ ​ 1,359 ​ ​ 14,258 ​ ​ 85,042 ​ ​ 2,955 ​ ​ 103,614
Real estate construction ​ 8,064 ​ ​ 2,357 ​ 13,619 ​ — ​ 24,040
Total commercial and construction ​ 54,572 ​ ​ 290,670 ​ 529,793 ​ 93,242 ​ 968,277
Consumer: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Real estate one-to-four family ​ 3 ​ ​ 494 ​ ​ 4,333 ​ ​ 91,868 ​ 96,698
Other installment ​ 99 ​ ​ 2,773 ​ ​ 24,519 ​ ​ 118 ​ 27,509
Total consumer ​ 102 ​ ​ 3,267 ​ 28,852 ​ 91,986 ​ 124,207
Total loans ​ $54,674 ​ $293,937 ​ $558,645 ​ $185,228 ​ $1,092,484

The following table sets forth the dollar amount of loans due after one year from March 31, 2026, which have fixed and adjustable interest rates (in thousands):

​ ​ ​ ​ Commercial and construction: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fixed Rate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustable Rate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​
Commercial business ​ $114,245 ​ $97,471 ​ $211,716
Commercial real estate ​ 298,377 ​ 276,234 ​ 574,611
Land ​ ​ 3,810 ​ ​ 5,337 ​ ​ 9,147
Multi-family ​ ​ 57,929 ​ ​ 44,326 ​ ​ 102,255
Real estate construction ​ 468 ​ 15,508 ​ 15,976
Total commercial and construction ​ 474,829 ​ 438,876 ​ 913,705
Consumer: ​ ​ ​ ​ ​ ​
Real estate one-to-four family ​ 70,370 ​ 26,325 ​ 96,695
Other installment ​ 26,945 ​ 465 ​ 27,410
Total consumer ​ 97,315 ​ 26,790 ​ 124,105
Total loans ​ $572,144 ​ $465,666 ​ $1,037,810

Loan 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, 2026, the Company had outstanding commitments to originate loans of $7.2 million compared to $5.5 million at March 31, 2025.

Mortgage Brokerage. The Company employs commissioned brokers who originate mortgage loans (including construction loans) for various mortgage companies. Loans brokered to mortgage companies are closed in the name of, and funded by, the purchasing mortgage company and are not originated as an asset of the Company. In return, the Company receives a fee ranging from 1.5% to 2.0% of the loan amount that it shares with the commissioned broker. Loans previously brokered to the Company are closed on the Company’s books and the commissioned broker receives a portion of the origination fee. Beginning in fiscal year 2021, the Company transitioned to a model where it no longer originates and sells mortgage loans to the Federal Home Loan Mortgage Company (“FHLMC”) as all mortgage loan originations are instead brokered to various third-party mortgage companies. The Company does, however, continue to service its existing FHLMC portfolio. Brokered loans totaled $36.4 million and $25.1 million as of March 31, 2026 and 2025, respectively. There were no loans brokered to the Company for the fiscal years ended March 31, 2026 and 2025. Gross fees of $261,000 and $201,000, including brokered loan fees, were earned in the fiscal years ended March 31, 2026 and 2025, 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.

Mortgage Loan Servicing. The Company is a qualified servicer for the FHLMC. 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, 2026, total loans serviced for others were $53.2 million, of which $24.7 million were serviced for the FHLMC.

Nonperforming Assets. Nonperforming assets were $7.8 million or 0.53% of total assets at March 31, 2026, compared to $155,000 or 0.01% of total assets at March 31, 2025. The Company had net charge-offs totaling $1.3 million during fiscal 2026 compared to net charge-offs of $90,000 during fiscal 2025. Credit quality challenges were centered in commercial real estate which represented 93% of the Company’s nonperforming assets at March 31, 2026. The increase was driven by one hospitality borrower-specific circumstance rather than any broader weakness in that loan category. The Company is actively monitoring this relationship and working with the borrower to address performance issues. The Company had one real estate owned property held at a zero cost basis at March 31, 2026. The Company had no other real estate owned or foreclosed assets at March 31, 2025.

Loans are generally placed on nonaccrual status when they become 90 days past due or when collectability of principal or interest is otherwise doubtful. Upon placement on nonaccrual status, interest accruals are discontinued and previously accrued but uncollectible interest is reversed against interest income. Cash receipts on nonaccrual loans are generally applied to principal.

The Company proactively manages its residential construction and land acquisition and development loan portfolios. At March 31, 2026, the Company’s residential construction and land acquisition and development loan portfolios were $10.4 million and $9.1 million, respectively, as compared to $10.8 million and $4.6 million, respectively, at March 31, 2025. At March 31, 2026 and 2025, there were no nonperforming loans in the residential construction loan portfolio or the land acquisition and development portfolio. For the years ended March 31, 2026 and 2025, there were no charge-offs or recoveries in the residential construction and land acquisition and development loan portfolios.

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

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2026 Number of Loans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 Number of Loans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance ​ ​
Commercial business 4 ​ $645 1 ​ $37
Commercial real estate 4 ​ 7,112 2 ​ 88
Consumer 1 ​ 7 1 ​ 30
Total ​ 9 ​ $7,764 ​ 4 ​ $155

At March 31, 2026, all of the Company’s nonperforming loans are to borrowers with properties located in Northwest Oregon and Southwest Washington. At that date, 97.1% of the Company’s nonperforming loans, totaling $7.5 million, were individually evaluated for a specific allowance of credit losses. At March 31, 2026, no specific reserves were recorded on individually evaluated nonperforming loans, as these credits were either written down to estimated collateral value, net of estimated selling costs, or supported by existing collateral values and expected cash flows. At March 31, 2026, the largest single nonperforming loan was a CRE loan with an outstanding balance of $4.3 million.

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

​ ​ ​ ​ Loans accounted for on a non-accrual basis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 ​ ​ ​ ​
Commercial business ​ $645 ​ $37
Commercial real estate ​ 7,112 ​ 88
Consumer ​ 7 ​ 30
Total nonperforming loans ​ 7,764 ​ 155
Real estate owned (“REO”) ​ — ​ —
Total nonperforming assets ​ $7,764 ​ $155
​ ​ ​ ​ ​ ​ ​
Foregone interest on non-accrual loans ​ $240 ​ $16

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

​ ​ ​ March 31, 2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Northwest Oregon ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Southwest Washington ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​
Commercial business ​ $126 ​ $519 ​ $645
Commercial real estate ​ 7,077 ​ 35 ​ 7,112
Consumer ​ — ​ 7 ​ 7
Total nonperforming assets ​ $7,203 ​ $561 ​ $7,764
​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ March 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Southwest Washington ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​
Commercial business ​ $37 ​ $37
Commercial real estate ​ 88 ​ 88
Consumer ​ 30 ​ 30
Total nonperforming assets ​ $155 ​ $155

At March 31, 2026 and 2025, loans delinquent 30 – 89 days were 0.60% and 0.38% of total loans, respectively. At March 31, 2026 and 2025, loans 30-89 days past due were comprised of Small Business Administration (“SBA”) government guaranteed loans (which are included in commercial business), commercial business, CRE, and consumer loans. At March 31, 2026, CRE loans 30-89 days past due were $4.1 million compared to $242,000 at March 31, 2025. Commercial business loans 30-89 days past due were $2.3 million and $3.8 million for the fiscal years ended March 31, 2026 and 2025, respectively. At March 31, 2026, CRE loans represented the largest portion of our loan portfolio at 56.0% of total loans, followed by commercial business loans, which represented 20.1% 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. Consumer installment loans delinquent six months or more that have not received at least 75% of their required monthly payment in the last 90 days are charged off. In addition, loans discharged in bankruptcy proceedings are charged off. Loans under bankruptcy protection with no payments received for four consecutive months are charged off. The outstanding balance of a secured loan that is in excess of the net realizable value is generally charged off if no payments are received for four to five consecutive months. However, charge-offs are postponed if alternative proposals to restructure, obtain additional guarantors, obtain additional assets as collateral or a potential sale of the underlying collateral would result in full repayment of the outstanding loan balance. Once any other potential sources of repayment are exhausted, the impaired portion of the loan is charged-off. Regardless of whether a loan is unsecured or collateralized, once an amount is determined to be a confirmed credit loss it is promptly charged off.

Asset Classification. Federal regulations provide for the classification of lower quality loans and other assets (such as other real estate owned and repossessed property), debt and equity securities, as substandard, doubtful or loss. An asset is considered substandard if it is inadequately protected by the current net worth and pay capacity of the borrower or of any collateral pledged. Substandard assets have a well-defined weakness and include those characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Assets classified as doubtful have all the weaknesses inherent in those classified substandard with the additional characteristic that the weaknesses present make collection or liquidation in full highly questionable and improbable, on the basis of currently existing facts, conditions, and values. 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 a problem asset is classified by us as a loss, we are required to charge off the asset in the period in which it is deemed uncollectible.

The aggregate amount of the Company’s classified loans, general loss allowances, specific loss allowances and net recoveries were as follows at the dates indicated (in thousands):

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At or For the Year Ended March 31, 2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​
Classified loans ​ $12,669 ​ $2,927
General loss allowances ​ 15,248 ​ 15,374
Specific loss allowances ​ — ​ —
Net charge-offs (recoveries) ​ 1,298 ​ 90

All loans on non-accrual status as of March 31, 2026 were categorized as classified loans. Classified loans at March 31, 2026 were comprised of four commercial business loans totaling $645,000, seven commercial real estate loans totaling $11.8 million, seven multi-family real estate loans totaling $205,000 and one one-to-four family real estate loan for $7,000. The net increase in classified loans during the period was primarily due to the downgrades of five commercial real estate loans totaling $9.9 million, five multi-family real estate loans totaling $151,000, one commercial business loan totaling $126,000, and one consumer loan totaling $7,000. These downgrades were offset by a charge-off of one consumer loan for $30,000, the payoff of one multi-family loan for $9,000 along with paydowns of loans totaling $392,000.

ACL. 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. The adequacy of the ACL is evaluated quarterly to maintain levels sufficient to provide for expected credit losses existing at the balance sheet date. For additional discussion of the Company’s methodology for assessing the appropriate level of the ACL see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates.”

The Company recorded a provision for credit losses of $1.3 million for the fiscal year ended March 31, 2026 compared to a $100,000 provision for credit loss for the fiscal year ended March 31, 2025. The provision for credit losses for the fiscal year ended March 31, 2026 was primarily due to loan growth, net charge-offs recorded during the period, and credit migration within certain commercial real estate and commercial business relationships.

At March 31, 2026, the ACL was $15.2 million, or 1.40% of total loans, compared to $15.4 million, or 1.45% of total loans at March 31, 2025. Net charge-offs totaled $1.3 million for the fiscal year ended March 31, 2026, compared to net charge-offs of $90,000 for the prior fiscal year. At March 31, 2026, the Company’s allowance for credit losses was more than sufficient to cover nonperforming loans, with a coverage ratio exceeding 196%, compared to 9,900% at the end of the prior fiscal year.

Criticized loans, which are comprised of special mention loans, decreased $6.2 million to $42.3 million at March 31, 2026 from $48.5 million at March 31, 2025. These loans represented approximately 3.87% of the Company’s total loan portfolio as of March

31, 2026, compared to 4.56% at the prior year-end. The net decrease was mainly attributable to normal loan paydowns, payoffs and the grade changes of three commercial real estate loans totaling $10.6 million, the largest of which was $5.2 million. Two of these commercial real estate loans, totaling $8.0 million, were downgraded to classified loans, related to a borrower that the Company continues to monitor closely. The criticized loan balance at March 31, 2026 also includes a $15.0 million CRE loan that was downgraded to special mention in fiscal year 2023.

Classified loans increased $9.7 million to $12.7 million at March 31, 2026 compared to $2.9 million at March 31, 2025. The increase in classified loans is mainly due to the previously mentioned downgrade of three CRE loans totaling $9.5 million to two different borrowers due to cash flow deterioration. The Company is actively monitoring these relationships and working with the borrowers to address performance issues. The increase in classified loans during fiscal 2026 reflects the migration of certain credits previously identified as special mention into substandard classification as part of the Company’s ongoing credit review process.

Management considers the ACL to be adequate at March 31, 2026 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. The increase in nonperforming loans, classified loans, and net charge-offs during fiscal 2026 reflects the migration of several commercial real estate and commercial business credits into lower risk rating categories during the year. These credits are primarily located within the Company’s primary market area and were downgraded based on borrower-specific cash flow deterioration and updated collateral assessments identified through the Company’s ongoing credit review process. The Company believes these changes primarily reflect credit migration within specific borrower relationships rather than broad-based deterioration across the loan portfolio. A significant portion of this migration was concentrated in the Company’s commercial real estate portfolio.

However, declines in national or local economic conditions, including a recessionary environment or continued inflationary pressures, changes in regulatory assessments, or other factors could result in a material increase in the ACL and adversely affect the Company’s financial condition and results of operations. Because future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that the existing ACL will be sufficient, and increases to the ACL may be required if loan quality deteriorates or collateral values decline, including as a result of the factors discussed elsewhere in this report.

The following table sets forth the breakdown of the ACL by loan category as of the dates indicated (dollars in thousands):

​ ​ ​ ​ ​ ​ ​ ​ Commercial and construction: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At March 31, 2026 ​ ​ ​ ​ ​ ​ Amount ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loan Category ​ as a Percent ​ of Total ​ Loans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance ​ as a Percent ​ of Loan ​ Category ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ ​ ​ ​ Amount ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loan Category ​ as a Percent ​ of Total ​ Loans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance ​ as a Percent ​ of Loan ​ Category ​ ​ ​ ​ ​
Commercial business ​ $4,587 20.12% ​ 2.09% ​ $5,033 21.92% ​ 2.16%
Commercial real estate ​ ​ 7,527 ​ 55.99 ​ ​ 1.23 ​ ​ ​ 7,492 ​ 55.74 ​ ​ 1.27 ​
Land ​ ​ 192 ​ 0.84 ​ ​ 2.10 ​ ​ ​ 83 ​ 0.43 ​ ​ 1.80 ​
Multi-family ​ ​ 468 ​ 9.48 ​ ​ 0.45 ​ ​ ​ 444 ​ 8.61 ​ ​ 0.49 ​
Real estate construction ​ 432 2.20 ​ ​ 1.80 ​ ​ 480 2.75 ​ ​ 1.64 ​
Consumer: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Real estate one-to-four family ​ 1,445 8.85 ​ ​ 1.49 ​ ​ 1,531 9.19 ​ ​ 1.57 ​
Other installment ​ 597 2.52 ​ ​ 2.17 ​ ​ 311 1.36 ​ ​ 2.16 ​
Total ACL - loans ​ $15,248 100.00% ​ 1.40% ​ $15,374 100.00% ​ 1.45%

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

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At or For the Year Ended March 31, 2026 ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ ​ ​ ​ ​
ACL as a percentage of total loans outstanding at period end ​ ​ 1.40% ​ 1.45% ​ 1.50%
ACL ​ $15,248 ​ $15,374 ​ $15,364 ​
Total loans outstanding ​ ​ 1,092,484 ​ ​ 1,062,460 ​ ​ 1,024,013 ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Non-accrual loans as a percentage of total loans outstanding at period end ​ ​ 0.71% ​ 0.01% ​ 0.02%
Total non-accrual loans ​ $7,764 ​ $155 ​ $173 ​
Total loans outstanding ​ ​ 1,092,484 ​ ​ 1,062,460 ​ ​ 1,024,013 ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
ACL as a percentage of non-accrual loans at period end ​ ​ 196.39% ​ 9,918.71% ​ 8,880.92%
ACL ​ $15,248 ​ $15,374 ​ $15,364 ​
Total non-accrual loans ​ ​ 7,764 ​ ​ 155 ​ ​ 173 ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Net charge-offs/(recoveries) during period to average loans outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Commercial business: ​ ​ 0.17% ​ —% ​ —%
Net charge-offs/(recoveries) ​ $399 ​ $(1) ​ $— ​
Average loans receivable, net ​ ​ 228,257 ​ ​ 236,981 ​ ​ 239,433 ​
Commercial real estate: ​ ​ 0.15% ​ 0.01% ​ —%
Net charge-offs/(recoveries) ​ $911 ​ $80 ​ $— ​
Average loans receivable, net ​ ​ 599,082 ​ ​ 574,876 ​ ​ 563,023 ​
Land: ​ ​ —% ​ —% ​ —%
Net charge-offs/(recoveries) ​ $— ​ $— ​ $— ​
Average loans receivable, net ​ ​ 5,745 ​ ​ 5,539 ​ ​ 6,692 ​
Multi-family: ​ ​ —% ​ —% ​ —%
Net charge-offs/(recoveries) ​ $— ​ $— ​ $— ​
Average loans receivable, net ​ ​ 92,884 ​ ​ 79,053 ​ ​ 60,412 ​
Real estate construction: ​ ​ —% ​ —% ​ —%
Net charge-offs/(recoveries) ​ $— ​ $— ​ $— ​
Average loans receivable, net ​ ​ 25,011 ​ ​ 41,036 ​ ​ 43,864 ​
Consumer: ​ ​ 0.01% ​ 0.01% ​ (0.01)%
Net charge-offs/(recoveries) ​ $(12) ​ $11 ​ $(13) ​
Average loans receivable, net ​ ​ 120,921 ​ ​ 106,885 ​ ​ 97,996 ​
Total loans: ​ ​ 0.12% ​ 0.01% ​ —%
Total net charge-offs/(recoveries) ​ $1,298 ​ $90 ​ $(13) ​
Total average loans receivable, net ​ ​ 1,071,901 ​ ​ 1,044,370 ​ ​ 1,011,420 ​

Investment Activities

The Board sets the investment policy of the Company. The Company’s investment objectives are: to provide and maintain liquidity within regulatory guidelines; to maintain a balance of high quality, diversified investments to minimize risk; to provide collateral for pledging requirements; to serve as a balance to earnings; and to optimize returns. The policy permits investment in various types of liquid assets (generally debt and asset-backed securities) permissible under applicable regulations, which includes U.S. Treasury obligations, securities of various federal agencies, “bank qualified” municipal bonds, certain certificates of deposit of insured banks, repurchase agreements, federal funds, real estate mortgage investment conduits (“REMICS”) and mortgage-backed securities (“MBS”), but does not permit investment in non-investment grade bonds. The policy also dictates the criteria for classifying investment securities into one of three categories: held to maturity, available for sale or trading. At March 31, 2026, no investment securities were held for trading purposes. At March 31, 2026, the Company’s investment portfolio consisted of solely debt securities and no equity securities. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates.”

The Company primarily purchases agency securities and a combination of MBS backed by government agencies (FHLMC, Fannie Mae (“FNMA”), SBA or Ginnie Mae (“GNMA”)). FHLMC and FNMA securities are not backed by the full faith and credit of the U.S. government, while SBA and GNMA securities are backed by the full faith and credit of the U.S. government. At March 31, 2026, the Company owned no privately issued MBS. Our REMICS are MBS issued by FHLMC, FNMA and GNMA and our CRE MBS are issued by FNMA. The Company does not believe that it has any exposure to sub-prime lending in its investment securities portfolio. See Note 3 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K for additional information.

In the fourth quarter of fiscal 2026, the Company reclassified its held to maturity securities portfolio to available for sale as part of a balance sheet repositioning strategy, resulting in no held to maturity securities at March 31, 2026.

The following table sets forth the investment securities portfolio and carrying values at the dates indicated (dollars in thousands):

​ ​ ​ ​ ​ ​ Available for sale (at estimated fair value): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At March 31, 2026 Carrying Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent of ​ Portfolio ​ ​ ​ ​ ​ ​ ​ ​ 2025 Carrying Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent of ​ Portfolio ​ ​ ​ ​ ​ ​
Municipal securities ​ $30,108 19.45% $31,019 9.62%
Agency securities ​ 5,252 3.39 ​ 30,203 9.36 ​
REMICs ​ 38,156 24.65 ​ 23,490 7.28 ​
Residential MBS ​ 71,591 46.26 ​ 10,226 3.17 ​
Other MBS ​ 9,661 6.25 ​ 24,498 7.60 ​
​ ​ 154,768 100.00 ​ 119,436 37.03 ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Held to maturity (at amortized cost): ​ ​ ​ ​ ​ ​ ​
Municipal securities ​ — — ​ 10,296 3.19 ​
Agency securities ​ — — ​ 42,279 13.11 ​
REMICs ​ — — ​ 28,499 8.84 ​
Residential MBS ​ — — ​ 101,933 31.61 ​
Other MBS ​ — — ​ 20,072 6.22 ​
​ ​ — — ​ 203,079 62.97 ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Total investment securities ​ $154,768 100.00% $322,515 100.00%

The following table sets forth the maturities and weighted average yields in the securities portfolio at March 31, 2026 (dollars in thousands):

​ ​ ​ ​ ​ ​ ​ Available for sale: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ One Year or Less ​ ​ ​ ​ Amount ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ Average ​ Yield (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ After One Year Through Five Years ​ ​ ​ ​ Amount ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ Average ​ Yield (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ After Five Years Through Ten Years ​ ​ ​ ​ Amount ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ Average ​ Yield (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ After Ten Years ​ ​ ​ ​ Amount ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Yield (1) ​ ​ ​ ​
Municipal securities ​ $— —% $1,624 5.36% $14,099 2.07% $14,385 2.24%
Agency securities ​ — — ​ 2,706 1.76 ​ 2,546 2.46 ​ — — ​
REMICS ​ — — ​ — — ​ — — ​ 38,156 1.88 ​
Residential MBS ​ 9 1.92 ​ 1 3.68 ​ — — ​ 71,581 2.66 ​
Other MBS ​ 1,142 2.40 ​ — — ​ 7,618 1.70 ​ 901 4.58 ​
Total available for sale ​ $1,151 2.39% $4,331 3.03% $24,263 2.00% $125,023 2.38%
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

(1) The weighted average yields are calculated by multiplying each amortized cost value by its yield and dividing the sum of these results by the total amortized cost values. Yields on tax-exempt investments are not calculated on a fully tax equivalent basis.

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 recorded for investment securities for the years ended March 31, 2026 and 2025, 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.

Deposit Activities and Other Sources of Funds

General. Deposits, loan repayments and loan sales are the major sources of the Company’s funds for lending and other investment purposes. Loan repayments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are significantly influenced by general interest rates and money market conditions. Borrowings may be used on a short-term basis to compensate for reductions in the availability of funds from other sources. They may also be used on a longer-term basis for general business purposes.

Deposit Accounts. 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 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 client 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):

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended March 31, 2026 Average Balance ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ Rate ​ ​ ​ ​ ​ ​ ​ ​ 2025 Average Balance ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ Rate ​ ​ ​ ​ ​ ​ ​ ​ 2024 Average Balance ​ ​ ​ ​ ​ ​ Average ​ ​ ​ Rate ​ ​ ​
Non-interest-bearing demand ​ $308,606 0.00% $337,741 0.00% $376,694 0.00%
Interest-bearing checking ​ 297,025 1.23 ​ 261,475 1.00 ​ 243,904 0.32 ​
Savings accounts ​ 158,630 0.14 ​ 175,102 0.10 ​ 217,538 0.06 ​
Money market accounts ​ 226,712 2.02 ​ 224,076 1.86 ​ 233,749 1.22 ​
Certificates of deposit ​ 240,377 3.45 ​ 221,725 3.78 ​ 157,126 2.87 ​
Total ​ $1,231,350 1.36% $1,220,119 1.26% $1,229,011 0.67%

Deposit accounts totaled $1.3 billion at March 31, 2026 compared to $1.2 billion at March 31, 2025. The Company did not have any wholesale-brokered deposits at March 31, 2026 and 2025. 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 2026. 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, 2026 increased $18.5 million since March 31, 2025 reflecting the Company’s commitment to increasing core deposits through organic growth in client relationship. At March 31, 2026, the Company had $30.2 million, or 2.41% 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, 2026 and 2025, the Company also had $11.4 million and $14.4 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. The Company is enrolled in an internet deposit listing service. 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, 2026 and 2025, 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, 2026, 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 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.

As of March 31, 2026 and 2025, approximately $354.2 million and $288.0 million, respectively, of our deposit portfolio was uninsured. The uninsured amounts are estimates based on the methodologies and assumptions used for the Bank’s regulatory reporting requirements. The following table presents the maturity period and amount of certificates of deposit greater than $250,000 at March 31, 2026 (dollars in thousands):

​ ​ Maturity Period ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount ​
Three months or less ​ $26,954
Over three through six months ​ 22,216
Over six through 12 months ​ 9,721
Over 12 months ​ —
Total ​ $58,891

For more information, see also Note 7 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K.

Borrowings. The Company relies upon advances from the FHLB and borrowings from the Federal Reserve Bank of San Francisco (“FRB”), as needed, to supplement its supply of lendable funds and to meet deposit withdrawal requirements. Advances from the FHLB and borrowings from the FRB are typically secured by the Bank’s commercial business loans, commercial real estate loans, one-to-four family real estate loans, and pledged securities. At March 31, 2026, the Bank had FHLB advances totaling $16.1 million and no FRB borrowings compared to $76.4 million in FHLB advances and no FRB borrowings at March 31, 2025.

The FHLB functions as a central reserve bank providing credit for member financial institutions. As a member, the Bank is required to own capital stock in the FHLB and is authorized to apply for advances on the security of such stock and certain of its mortgage loans and other assets (primarily securities which are obligations of, or guaranteed by, the U.S.) provided certain standards related to creditworthiness have been met. The FHLB determines specific lines of credit for each member institution and the Bank has a line of credit with the FHLB equal to 45% of its total assets to the extent the Bank provides qualifying collateral and holds sufficient FHLB stock. At March 31, 2026, the Bank had an available credit capacity of $679.5 million, subject to sufficient collateral and stock investment.

The Bank also has a borrowing arrangement with the FRB with an available credit facility of $225.7 million, subject to pledged collateral, as of March 31, 2026. The following table sets forth certain information concerning the Company’s borrowings for the periods indicated (dollars in thousands):

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended March 31, 2026 ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ ​ ​ ​ 2024
Maximum amounts of FHLB advances outstanding at any month end ​ $121,700 ​ $144,404 ​ $180,454 ​
Average FHLB advances outstanding ​ 67,538 ​ 99,020 ​ 146,555 ​
Weighted average rate on FHLB advances ​ 4.41% 5.17% 5.40%
Average FRB borrowings outstanding ​ 12 ​ 11 ​ 10 ​
Weighted average rate on FRB borrowings ​ 4.50% 5.50% 5.40%

At March 31, 2026, the Company had three wholly owned subsidiary grantor trusts totaling $27.2 million that were established for the purpose of issuing trust preferred securities and common securities. The trust preferred securities accrue and pay distributions periodically at specified annual rates as provided in each trust agreement. The trusts used the net proceeds from each of the offerings to purchase a like amount of junior subordinated debentures (the “Debentures”) of the Company. The Debentures are the sole assets of the trusts. 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 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. 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, 2026 and 2025 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. For more information, see also Note 9 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K.

Taxation

For details regarding the Company’s taxes, see Note 10 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K.

Employees and Human Capital

As of March 31, 2026, the Company had 243 full-time equivalent employees, none of whom are represented by a collective bargaining unit. The Company believes its relationship with its employees is good.

To attract and retain talent, we strive to create an inclusive, safe and healthy workplace, with opportunities for our employees to grow and develop in their careers, supported by competitive compensation and benefits programs. Our workforce is comprised of approximately 61% women and 39% men, with 64% of our management roles held by women and 36% by men. The average tenure of our employees is 6.8 years. The ethnicity of our workforce was 79% White, 6% Asian, 8% Hispanic or Latinx, 3% African American or Black, 2% two or more races, 1% American Indian or Alaskan Native, and 1% Native Hawaiian or Pacific Islander. Benefit programs include quarterly or annual incentive opportunities, a Company sponsored Employee Stock Ownership Plan (“ESOP”), a Company-matched 401(k) Plan, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, and employee assistance programs including educational reimbursement opportunities.

The Company recognizes that the skills and knowledge of its employees are critical to the success of the organization, and promotes training and continuing education as an ongoing function for its employees. The Bank’s compliance training program provides required annual training courses to assure that all employees know the rules applicable to their jobs.

Corporate Information

The Company’s principal executive offices are located at 900 Washington Street, Vancouver, Washington 98660. Its telephone number is (360) 693-6650. The Company maintains a website with the address www.riverviewbank.com (http://www.riverviewbank.com). The information contained on the Company’s website is not included as a part of, or incorporated by reference into, this Annual Report on Form 10-K. 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. These reports are also available on the SEC's website at http://www.sec.gov.

Subsidiary Activities

Riverview has one operating subsidiary, the Bank. The Bank has two wholly-owned subsidiaries, Riverview Services and the Trust Company.

Riverview Services acts as a trustee for deeds of trust on mortgage loans granted by the Bank and receives a reconveyance fee for each deed of trust. Riverview Services had net income of $8,000 for the fiscal year ended March 31, 2026 and total assets of $1.4 million at March 31, 2026. Riverview Services’ operations are included in the Consolidated Financial Statements of the Company contained in Item 8 of this Form 10-K.

The Trust Company is an asset management company providing trust, estate planning and investment management services. The Trust Company had net income of $2.3 million for the fiscal year ended March 31, 2026 and total assets of $15.0 million at March 31, 2026. The Trust Company earns fees on the management of assets held in fiduciary or agency capacity. At March 31, 2026, total assets under management were $908.1 million. The Trust Company’s operations are included in the Consolidated Financial Statements of the Company contained in Item 8 of this Form 10-K.

Information about our Executive Officers. The following table sets forth certain information regarding the executive officers of the Company and its subsidiaries:

​ Name ​ ​ ​ ​ ​ Age (1) ​ ​ ​ ​ ​ Position
Nicole Sherman 55 President and Chief Executive Officer
Daniel D. Cox 48 Executive Vice President and Chief Operating Officer
David Lam 49 Executive Vice President and Chief Financial Officer
Robert Benke ​ 56 ​ Executive Vice President and Chief Credit Officer (2)
Michael Sventek ​ 62 ​ Executive Vice President and Chief Lending Officer (2)
Charmaine Lightheart ​ 50 ​ Executive Vice President and Chief Retail and Digital Engagement Officer (2)
Evan Sowers 48 President and Chief Executive Officer of Riverview Trust Company

(1) At March 31, 2026

(2) Bank only

Nicole Sherman is Chief Executive Officer and President of the Company since July 2024. Ms. Sherman has more than 30 years of executive banking experience, including more than 20 years in Washington. Her banking career includes leadership roles as Executive Vice President, Director of Retail Banking and Digital Integration at Columbia Bank for 10 years, and Executive Vice President, Chief Banking Officer at AmericanWest Bank for seven years. She began her career at Zions Bank, where she spent 15 years in senior leadership roles. Ms. Sherman has led 11 successful mergers and acquisitions and serves on the boards of the Greater Vancouver Chamber and the Oregon Bankers Association. She holds a Bachelor of Science in Business Administration and was the first female instructor at the Pacific Coast Banking Graduate School (PCBS) at the University of Washington, Foster School of Business where she has served on faculty since 2003.

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

David Lam is Executive Vice President and Chief Financial Officer of the Company, positions he has held since July 2017. Prior to July 2017, Mr. Lam served as Senior Vice President and Controller of the Bank since 2008. He is responsible for accounting, SEC reporting and treasury functions for the Bank and the Company. Prior to joining Riverview, Mr. Lam spent ten years working in the public accounting sector advancing to the level of audit manager. Mr. Lam holds a Bachelor of Arts degree in business administration with an emphasis in accounting from Oregon State University. Mr. 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 since September 2023. Previously, Mr. Benke was Senior Vice President/Senior Credit Administrator, a position he held since March 2016. Mr. 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 PCBS. Mr. 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, a position he has held since March 2023. Mr. Sventek has over 30 years of experience in community banking. Prior to joining the Bank, he served as Commercial Banking Market Director for Umpqua Bank from April 2021 to March 2023,and prior to that as Commercial Banking President for BBVA USA. Throughout his career, Mr. Sventek has held senior commercial banking and lending leadership roles at community and regional financial institutions. Mr. Sventek holds 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. Mrs. Lightheart has over 20 years of leadership experience in the banking industry, having progressed through branch management, treasury management, regional management and director-level roles. Prior to her current appointment, she served in senior leadership positions at First Independent Bank, Sterling Bank, and Heritage Bank, and most recently as Senior Vice President and Director of Retail Services at the Bank. Mrs. Lightheart holds a Master of Business Administration 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, a position he has held since joining the Trust Company in 2022. Prior to joining the Company, Mr. Sowers spent 22 years in trust and investment management, most recently serving as Managing Director of Private Banking and Wealth Management for a regional trust company in the Midwest, where he held regional leadership responsibilities. Mr. Sowers holds a Master of Business Administration with concentrations in Finance, Accounting, and Investment Banking from Washington University in St. Louis and a Bachelor of Arts from the University of Missouri.

REGULATION

General.

As a Washington state-chartered commercial bank, the Bank’s regulators are the WDFI and the FDIC. The Company is a Bank Holding Company and the Federal Reserve is its primary federal regulator.

The following is a brief description of certain laws and regulations which are applicable to the Company and the Bank. The description of these laws and regulations, as well as descriptions of laws and regulations contained elsewhere herein, does not purport to be complete and is qualified in its entirety by reference to the applicable laws and regulations.

Legislation is introduced from time to time in the United States Congress (“Congress”) or the Washington State Legislature that may affect the Company’s and Bank’s operations. In addition, the regulations governing the Company and the Bank may be amended from time to time by the WDFI, the FDIC, the Federal Reserve or the SEC, as appropriate. Any such legislation or regulatory changes in the future could have an adverse effect on our operations and financial condition. We cannot predict whether any such changes may occur.

The WDFI and FDIC have extensive enforcement authority over all Washington state-chartered commercial banks, including the Bank. The Federal Reserve has the same type of authority over Riverview.

Regulation and Supervision of the Bank

General. 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 clients 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. The Bank is subject to periodic examination by and reporting requirements of the WDFI and FDIC.

Capital Requirements. Federally insured financial institutions, such as the Bank and their holding companies, are required to maintain a minimum level of regulatory capital. The Bank is subject to capital regulations adopted by the FDIC, which establish minimum required ratios for a common equity Tier 1 (“CET1”) capital to risk-based assets ratio, a Tier 1 capital to risk-based assets ratio, a total capital to risk-based assets ratio and a Tier 1 capital to total assets leverage ratio. The capital standards require the maintenance of the following minimum capital ratios: (i) a CET1 capital ratio of 4.5%; (ii) a Tier 1 capital ratio of 6%; (iii) a total capital ratio of 8%; and (iv) a Tier 1 leverage ratio of 4%. Consolidated regulatory capital requirements identical to those applicable to subsidiary banks generally apply to bank holding companies. However, the Federal Reserve has provided a “Small Bank Holding Company” exception to its consolidated capital requirements, and bank holding companies with less than $3.0 billion of consolidated assets are not subject to the consolidated holding company capital requirements unless otherwise directed by the Federal Reserve.

The Economic Growth, Regulatory Relief and Consumer Protection Act (“EGRRCPA”), enacted in May 2018, required the federal banking agencies, including the FDIC, to establish for institutions with assets of less than $10 billion a “community bank leverage ratio” or “CBLR” of between 8 to 10%. Institutions with capital meeting or exceeding the ratio and otherwise complying with the specified requirements (including off-balance sheet exposures of 25% or less of total assets and trading assets and liabilities of 5% or less of total assets) and electing the alternative framework are considered to comply with the applicable regulatory capital requirements, including the risk-based requirements. The CBLR was established at 9% Tier 1 capital to total average assets, effective January 1, 2020. Effective July 1, 2026, the federal banking agencies lowered the CBLR requirement from 9% to 8% Tier 1 capital to total average assets. A qualifying institution may opt in and out of the community bank leverage ratio framework on its quarterly call report. An institution that temporarily ceases to meet any qualifying criteria is provided with a four- quarter grace period to again achieve compliance. Failure to meet the qualifying criteria within the grace period or maintain a leverage ratio greater than 7% requires the institution to comply with the generally applicable capital requirements. The Bank has not elected to use the CBLR framework as of March 31, 2026.

Certain changes in what constitutes regulatory capital, including the phasing out of certain instruments as qualifying capital, are subject to transition periods, most of which have expired. The Bank does not have any such instruments. Because of the Bank’s asset size, the Bank elected to take a one-time option to permanently opt-out of the inclusion of unrealized gains and losses on available for sale debt and equity securities in its capital calculations.

The Bank also must maintain a capital conservation buffer consisting of additional CET1 capital greater than 2.5% of risk-weighted assets above the required minimum risk-based capital levels in order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses.

In order to be considered well-capitalized under the prompt corrective action regulations described below, the Bank must maintain a CET1 risk-based ratio of 6.5%, a Tier 1 risk-based ratio of 8%, a total risk-based capital ratio of 10% and a leverage ratio of 5%, and the Bank must not be subject to an individualized order, directive or agreement under which its primary federal banking regulator requires it to maintain a specific capital level. As of March 31, 2026, the Bank met the requirements to be “well capitalized” and met the fully phased-in capital conservation buffer requirement. For a complete description of the Bank’s required and actual capital levels on March 31, 2026, see Note 12 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K.

On April 1, 2023, the company adopted a new accounting standard for GAAP referred to as Current Expected Credit Loss (“CECL”) which 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 prior 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 previous methodology and the amount required under CECL. For a banking organization, implementation of CECL may reduce retained earnings, and affect other items, in a manner that reduces its regulatory capital. The Company recorded a one-time adjustment to its allowance for credit losses of $42,000 with the adoption of CECL.

The federal banking regulators (the Federal Reserve, the OCC 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. The Company elected this option.

Prompt Corrective Action. Federal statutes establish a supervisory framework for FDIC-insured institutions based on five capital categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. An institution’s category generally depends upon where its capital levels are in relation to relevant capital measures, which include risk-based capital measures, a leverage ratio capital measure, and certain other factors. An institution that is not well capitalized is subject to certain restrictions on brokered deposits, including restrictions on the rates it can offer on its deposits generally. Any institution which is neither well capitalized nor adequately capitalized is considered under- capitalized. The previously referenced final rule establishing an elective “community bank leverage ratio” regulatory capital framework provides that a qualifying institution whose capital exceeds the CBLR and opts to use that framework will be considered “well capitalized” for purposes of prompt corrective action.

Undercapitalized institutions are subject to certain prompt corrective action requirements, regulatory controls and restrictions which become more extensive as an institution becomes more severely undercapitalized. Failure by the Bank to comply with applicable capital requirements would, if unremedied, result in progressively more severe restrictions on its activities and lead to enforcement actions, including, but not limited to, the issuance of a capital directive to ensure the maintenance of required capital levels and, ultimately, the appointment of the FDIC as receiver or conservator. Banking regulators will take prompt corrective action with respect to depository institutions that do not meet minimum capital requirements. Additionally, approval of any regulatory application filed for their review may be dependent on compliance with capital requirements.

Federal Home Loan Bank System. 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. Loans or advances are made to members in accordance with policies and procedures established by the Board of Directors of the FHLB, which are subject to the oversight of the Federal Housing Finance Agency. All advances from the FHLB are required to be fully secured by sufficient collateral as determined by the FHLB. 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. At March 31, 2026, the Bank held $1.6 million in FHLB stock, which is comprised of $906,000 of membership stock and $725,000 of activity stock from borrowing activities. At March 31, 2026, the Bank is in compliance with FHLB stock requirements. During the fiscal year ended March 31, 2026, the Bank redeemed $2,300 of FHLB membership stock at par due to the decrease in the Bank’s consolidated assets at December 31, 2025 as compared to December 31, 2024.

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. These contributions have adversely affected the level of FHLB dividends paid and could continue to do so in the future. These contributions could also have an adverse effect on the value of FHLB stock in the future. A reduction in the value of the Bank’s FHLB stock may result in a decrease in net income and possibly capital.

Insurance of Accounts and Regulation by the FDIC. 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 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. No institution may pay a dividend if it is in default on its federal deposit insurance assessment. Total base assessment rates currently range from 2.5 to 32 basis points subject to certain adjustments for institutions based on size, risk classification and other factors. 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. There can be no prediction as to what changes in insurance assessment rates may be made in the future. For the fiscal year ended March 31, 2026, the Bank’s FDIC deposit insurance premiums totaled $671,000.

The FDIC also may prohibit any insured institution from engaging in any activity the FDIC determines by regulation or order to pose a serious risk to the DIF. The FDIC also has the authority to take enforcement actions against banks and savings associations. Management is not aware of any existing circumstances which would result in termination of the Bank’s deposit insurance.

Activities and Investments of Insured State-Chartered Financial Institutions. Federal law generally limits the activities and equity investments of FDIC-insured, state-chartered banks to those that are permissible for national banks. An insured state bank is not prohibited from, among other things, (1) acquiring or retaining a majority interest in a subsidiary, (2) investing as a limited partner in a partnership the sole purpose of which is direct or indirect investment in the acquisition, rehabilitation or new construction of a qualified housing project, provided that such limited partnership investments may not exceed 2% of the bank’s total assets, (3) acquiring up to 10% of the voting stock of a company that solely provides or reinsures directors’, trustees’ and officers’ liability insurance coverage or bankers’ blanket bond group insurance coverage for insured depository institutions and (4) acquiring or retaining the voting shares of a depository institution owned by another FDIC-insured institution if certain requirements are met.

Washington State has enacted a law regarding financial institution parity. 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. Specifically, they may charge the maximum interest rate allowable for loans and other extensions of credit by federally-chartered financial institutions to Washington residents.

Transactions with Affiliates. Riverview and the Bank are separate and distinct legal entities. The Bank is an affiliate of Riverview and federal laws strictly limit the ability of banks to engage in certain transactions with their affiliates. Transactions deemed to be a “covered transaction” under Section 23A of the Federal Reserve Act between a bank and an affiliate are limited to 10% of a bank’s capital and surplus and, with respect to all affiliates, to an aggregate of 20% of a bank’s capital and surplus. Further, covered transactions that are loans and extensions of credit generally are required to be secured by eligible collateral in specified amounts. Federal law also requires that covered transactions and certain other transactions listed in Section 23B of the Federal Reserve Act between a bank and its affiliates be on terms as favorable to a bank as transactions with non-affiliates.

Community Reinvestment Act. The Bank is subject to the provisions of the Community Reinvestment Act of 1977 (“CRA”), which require the applicable federal bank regulatory agency to assess a bank’s performance under the CRA in meeting the credit needs of the community serviced by the Bank, including low- and moderate-income neighborhoods. The regulatory agency’s assessment of the Bank’s record is made available to the public. Further, a bank’s CRA performance must be considered in connection with a bank’s application, to among other things, establish a new branch office that will accept deposits, relocate an existing office or merge or consolidate with, or acquire the assets or assume the liabilities of, a federally regulated financial institution. An unsatisfactory rating may be the basis for denial of certain applications. The Bank received a “satisfactory” rating during its most recent CRA examination.

Dividends. 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. Under Washington law, the Bank may not declare or pay a cash dividend on its capital stock if it would cause its net worth to be reduced below (1) the amount required for liquidation accounts or (2) the net worth requirements, if any, imposed by the Director of the WDFI. In addition, dividends may not be declared or paid if the Bank is on default in payment of any assessments due to the FDIC. Dividends on the Bank’s capital stock may not be paid in an aggregate amount greater than the aggregate retained earnings of the Bank, without the approval of the Director of the WDFI.

The amount of dividends actually paid during any one period is affected by the Bank’s policy of maintaining a strong capital position. Federal law further restricts dividends payable by an institution that does not meet the capital conservation buffer requirement and provides that no insured depository institution may pay a cash dividend if it would cause the institution to be “undercapitalized,” as defined in the prompt corrective action regulations. Moreover, the federal bank regulatory agencies also have the general authority to limit the dividends paid by insured banks if such payments are deemed to constitute an unsafe and unsound practice.

Standards for Safety and Soundness. Each federal banking agency, including the FDIC, has adopted guidelines establishing general standards relating to internal controls, information and internal audit systems; loan documentation; credit underwriting; interest rate risk exposure; asset growth; asset quality; earnings; and compensation, fees and benefits. In general, the guidelines require, among other things, appropriate systems and practices to identify and manage the risks and exposures specified in the guidelines. 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. 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.

Federal Reserve System. The Federal Reserve requires all depository institutions to maintain reserves at specified levels against their transaction accounts, primarily checking accounts. At March 31, 2026, the Bank was not required to maintain any reserve balances.

The Bank is authorized to borrow from the Federal Reserve Bank of San Francisco’s “discount window.” An eligible institution need not exhaust other sources of funds before going to the discount window, nor are there restrictions on the purposes for which the institution can use primary credit. At March 31, 2026, the Bank had no outstanding borrowings from the Federal Reserve.

Commercial Real Estate Lending Concentrations. The federal banking agencies have issued guidance on sound risk management practices for concentrations in commercial real estate lending. The particular focus is on exposure to commercial real estate loans that are dependent on the cash flow from the real estate held as collateral and that are likely to be sensitive to conditions in the commercial real estate market (as opposed to real estate collateral held as a secondary source of repayment or as an abundance of caution). The purpose of the guidance is not to limit a bank’s commercial real estate lending but to guide banks in developing risk management practices and capital levels commensurate with the level and nature of real estate concentrations. The guidance directs the FDIC and other federal bank regulatory agencies to focus their supervisory resources on institutions that may have significant commercial real estate loan concentration risk. A bank that has experienced rapid growth in commercial real estate lending, has notable exposure to a specific type of commercial real estate loan, or is approaching or exceeding the following supervisory criteria may be identified for further supervisory analysis with respect to real estate concentration risk:

  • Total reported loans for construction, land development and other land represent 100% or more of the bank’s capital; or
  • Total commercial real estate loans (as defined in the guidance) represent 300% or more of the bank’s total capital or the outstanding balance of the bank’s commercial real estate loan portfolio has increased 50% or more during the prior 36 months.

The guidance provides that the strength of an institution’s lending and risk management practices with respect to such concentrations will be taken into account in supervisory guidance on evaluation of capital adequacy.

Environmental Issues Associated with Real Estate Lending. The Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), is a federal statute that generally imposes strict liability on all prior and present “owners and operators” of sites containing hazardous waste. However, Congress acted to protect secured creditors by providing that the term “owner and operator” excludes a person whose ownership is limited to protecting its security interest in the site. Since the enactment of the CERCLA, this “secured creditor exemption” has been the subject of judicial interpretations which have left open the possibility that lenders could be liable for cleanup costs on contaminated property that they hold as collateral for a loan. To the extent that legal uncertainty exists in this area, all creditors, including the Bank, that have made loans secured by properties with potentially hazardous waste contamination (such as petroleum contamination) could be subject to liability for cleanup costs, which could substantially exceed the value of the collateral property.

Anti-Money Laundering and Customer Identification. 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. The Gramm-Leach-Bliley Financial Services Modernization Act of 1999 modernized the financial services industry by establishing a comprehensive framework to permit affiliations among commercial banks, insurance companies, securities firms and other financial service providers. Federal banking agencies, including the FDIC, have adopted guidelines for establishing information security standards and cybersecurity programs for implementing safeguards under the supervision of the board of directors. These guidelines, along with related regulatory materials, increasingly focus on risk management and processes related to information technology and the use of third parties in the provision of financial services. These regulations require the Bank 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, Washington State and other federal and state cybersecurity and data privacy laws and regulations may expose the Bank to risk and result in certain risk management costs. In addition, on November 18, 2021, the federal banking agencies announced the adoption of a final rule providing for new notification requirements for banking organizations and their service providers for significant cybersecurity incidents. 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 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. Please see “Item 1C. Cybersecurity”.

Digital Assets and Emerging Technologies. Federal banking regulators, including the FDIC, have issued guidance addressing banking organizations’ potential involvement in digital asset and other emerging technology–related activities. Such guidance generally permits institutions to engage in permissible activities involving digital assets, provided that associated risks are appropriately identified and managed. The Bank does not currently engage in material digital asset–related activities.

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 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.

General. Riverview as sole shareholder of the Bank, is a bank holding company registered with the Federal Reserve. Bank holding companies are subject to comprehensive regulation by the Federal Reserve under the Bank Holding Company Act of 1956, as amended (“BHCA”), and the regulations of the Federal Reserve. Accordingly, Riverview is required to file semi-annual reports with the Federal Reserve and provide additional information as the Federal Reserve may require. The Federal Reserve may examine Riverview, and any of its subsidiaries, and charge Riverview for the cost of the examination. The Federal Reserve also has extensive enforcement authority over bank holding companies, including, among other things, the ability to assess civil money penalties, to issue cease and desist or removal orders and to require that a holding company divest subsidiaries (including its bank subsidiaries). In general, enforcement actions may be initiated for violations of law and regulations and unsafe or unsound practices. Riverview, as a public company, is also required to file certain reports and otherwise comply with the rules and regulations of the SEC. See “Federal Securities Laws” below.

The Bank Holding Company Act. 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. 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. A bank holding company’s failure to meet its obligation to serve as a source of strength to its subsidiary bank will generally be considered by the Federal Reserve to be an unsafe and unsound banking practice or a violation of the Federal Reserve’s regulations or both. No regulations have yet been proposed by the Federal Reserve to implement the source of strength provisions required by the Dodd-Frank Act. Riverview and any subsidiaries that it may control are considered “affiliates” within the meaning of the Federal Reserve Act, and transactions between the Bank and affiliates are subject to numerous restrictions. With some exceptions, Riverview and its subsidiaries are prohibited from tying the provision of various services, such as extensions of credit, to other services offered by Riverview or by its affiliates.

Acquisitions. 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. These activities include: operating a savings institution, mortgage company, finance company, credit card company or factoring company; performing certain data processing operations; providing certain investment and financial advice; underwriting and acting as an insurance agent for certain types of credit-related insurance; leasing property on a full-payout, non-operating basis; selling money orders, travelers’ checks and U.S. Savings Bonds; real estate and personal property appraising; providing tax planning and preparation services; 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.

Acquisition of Control of a Bank Holding Company. Under federal law, a notice or application must be submitted to the appropriate federal banking regulator if any person (including a company), or group acting in concert, seeks to acquire “control” of a bank holding company. An acquisition of control can occur upon the acquisition of 10% or more of the voting stock of a bank holding company or as otherwise defined by federal regulations. In considering such a notice or application, the Federal Reserve takes into consideration certain factors, including the financial and managerial resources of the acquirer and the anti-trust effects of the acquisition. Any company that acquires control becomes subject to regulation as a bank holding company. Depending on circumstances, a notice or application may be required to be filed with appropriate state banking regulators and may be subject to their approval or non-objection.

Regulatory Capital Requirements. As discussed above, pursuant to the “Small Bank Holding Company” exception, effective August 30, 2018, bank holding companies with less than $3 billion in consolidated assets were generally no longer subject to the Federal Reserve’s capital regulations, which are generally the same as the capital regulations applicable to the Bank. At the time of this change, Riverview was considered “well capitalized” as defined for a bank holding company with a total risk-based capital ratio of 10.0% or more and a Tier 1 risk-based capital ratio of 8.0% or more, and was not subject to an individualized order, directive or agreement under which the Federal Reserve requires it to maintain a specific capital level.

Restrictions on Dividends. The Federal Reserve has issued a policy statement on the payment of cash dividends by bank holding companies which expresses its view that a bank holding company must maintain an adequate capital position and generally should not pay cash dividends unless the company’s net income for the past year is sufficient to fully fund the cash dividends and that the prospective rate of earnings appears consistent with the company’s capital needs, asset quality, and overall financial condition. The Federal Reserve policy statement also indicates that it would be inappropriate for a company experiencing serious financial problems to borrow funds to pay dividends. Under Washington corporate law, Riverview generally may not pay dividends if after that payment it would not be able to pay its liabilities as they become due in the usual course of business, or its total assets would be less than its total liabilities. The capital conservation buffer requirement may also limit or preclude dividends payable by the Company. For additional information, see Item 1.A. “Risk Factors – Risks Related to Regulatory and Compliance Matters – Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions and limit our ability to get regulatory approval of acquisitions” in this report.

Stock Repurchases. 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.

Federal Securities Laws. Riverview’s common stock is registered with the SEC under Section 12(b) of the Securities Exchange Act of 1934, as amended (“Exchange Act”). The Company is subject to information, proxy solicitation, insider trading restrictions and other requirements under the Exchange Act.

Risk factors

As filed, 67,522 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

An investment in our common stock is subject to risks inherent in our business. Before making an investment decision, you should carefully consider the risks and uncertainties described below together with all the other information included in this report. In addition to the risks and uncertainties described below, other risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially and adversely affect our business, financial condition and results of operations. The value or market price of our common stock could decline due to any of these identified or other risks, and you could lose all or part of your investment. The risks below also include forward-looking statements. This report is qualified in its entirety by these risk factors.

Risks Related to Macroeconomic Conditions

Our business may be adversely affected by downturns in the national and the regional economies on which we depend.

Substantially all of our loans are to businesses and individuals in southwest Washington and northwest Oregon, particularly within Clark, Klickitat, Skamania, Multnomah, Washington, Marion, and Clackamas counties, including the Portland, Oregon-Vancouver metropolitan area. As a result, our financial performance is closely tied to the economic conditions in this region. A downturn in local or regional economic conditions, due to inflation, rising interest rates, unemployment, recessions, natural disasters, or other adverse events, could materially affect our business, financial condition, and results of operations.

Further, global geopolitical tensions, including international conflicts, sanctions, trade disputes, and tariffs, are disrupting and may continue to disrupt key industries within our market, such as manufacturing, agriculture, and transportation. Federal tariffs and related trade policies have increased costs and created economic uncertainty for Oregon and Washington businesses, with certain companies facing higher import costs across a wide range of goods and potential adverse impacts in industries, many of which are represented in our loan portfolio. These developments have led to increased costs, reduced business investment, supply chain delays, and reduced demand for credit, adversely affecting our borrowers and, by extension, our asset quality and loan growth. Additionally, geopolitical instability may heighten cybersecurity threats, including from state-sponsored actors, increasing operational risk and reputational exposure.

A downturn in economic conditions in our market areas or global economic disruptions could have a material adverse impact on our business, financial condition, liquidity and results of operations, including but not limited to:

  • Higher loan delinquencies, problematic assets, and foreclosures
  • An increase in our ACL for loans
  • Reduced demand for our products and services, potentially leading to a decline in our overall loans or assets.
  • Depreciation in collateral values linked to our loans, thereby diminishing borrowing capacities and asset values tied to existing loans.
  • Reduced net worth and liquidity of loan guarantors, possibly impairing their ability to meet commitments to us
  • Reductions in our low-cost or noninterest-bearing deposits.

A significant portion of the loans in our portfolio is secured by real estate. A downturn in local economic conditions could have a greater impact on our earnings and capital compared to larger financial institutions with more geographically diversified real estate loan portfolios.

Any deterioration in the real estate markets associated with the collateral securing mortgage loans may significantly impact borrowers’ repayment capabilities and the value of the collateral. Real estate values are affected by a range of factors, including changes in economic conditions, regulatory changes, natural disasters (such as earthquakes, flooding, and tornadoes), and trade-related challenges that may impact construction costs or the availability of materials. If it is necessary to liquidate a significant amount of collateral during a period of reduced real estate values, our financial condition and profitability could be adversely affected.

Monetary policy, inflation, deflation, and other external economic factors could adversely impact our financial performance and operations.

Our financial condition and results of operations are affected by credit policies of monetary authorities, particularly the Federal Reserve. Actions by monetary and fiscal authorities, including the Federal Reserve, could lead to inflation, deflation, or other economic phenomena that could adversely affect our financial performance. Elevated U.S. tariffs on imported goods have exacerbated inflationary pressures by increasing the cost of goods and materials for businesses and consumers. Persistent inflationary pressures, including those associated with tariffs and supply chain disruptions, may contribute to a prolonged elevated interest rate environment, which may delay anticipated rate reductions and prolong pressure on net interest margins for community banks. The interplay between persistent goods inflation and the Federal Reserve’s constrained ability to ease monetary policy creates an uncertain environment that is difficult to plan around, particularly for a community bank whose borrowers are concentrated in trade-sensitive industries. This may particularly affect small to medium-sized businesses, as they are less able to leverage economies of scale to mitigate cost pressures compared to larger businesses. Consequently, our business clients may experience increased financial strain, reducing their ability to repay loans and adversely impacting our results of operations and financial condition. Furthermore, a prolonged period of inflation could cause wages and other costs to us to increase, which could adversely affect our results of operations and financial condition. Virtually all of our assets and liabilities are monetary in nature, and as a result, interest rates tend to have a more significant impact on our performance than general levels of inflation or deflation. However, interest rates do not necessarily move in the same direction or magnitude as the prices of goods and services, creating additional uncertainty in the economic environment.

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.

We make construction and land loans primarily to builders to finance the construction of single and multifamily homes, subdivisions, as well as commercial properties. We originate these loans regardless of whether the property used as collateral is under a sales contract. At March 31, 2026, real estate construction and land loans totaled $33.2 million, or 3.0% of our total loan portfolio, and were comprised of $10.4 million of speculative and presold construction loans, $9.1 million of land loans and $13.6 million of commercial/multi-family construction loans.

In general, construction and land lending involve additional risks when compared with other lending because of the inherent difficulty in estimating a property’s value both before and at completion of the project, as well as the estimated cost of the project and the time needed to sell the property at completion. Construction costs may exceed original estimates as a result of increased materials, labor or other costs. Because of the uncertainties inherent in estimating construction costs, as well as the market value of the completed project and the effects of governmental regulation on real property, it is relatively difficult to evaluate accurately the total funds required to complete a project and the related loan-to-value ratio. Changes in the demand, such as for new housing and higher than anticipated building costs may cause actual results to vary significantly from those estimated. For these reasons, this type of lending also typically involves higher loan principal amounts and is often concentrated with a small number of builders. A downturn in housing, or the real estate market, could increase loan delinquencies, defaults and foreclosures, and significantly impair the value of our collateral and our ability to sell the collateral upon foreclosure. Some of our builders have more than one loan outstanding with us and also have residential mortgage loans for rental properties with us. Consequently, an adverse development with respect to one loan or one credit relationship can expose us to a significantly greater risk of loss.

Construction loans often involve the disbursement of funds with repayment substantially dependent on the success of the ultimate project and the ability of the borrower to sell or lease the property or obtain permanent take-out financing, rather than the ability of the borrower or guarantor to repay principal and interest. Moreover, during the term of most of our construction loans, no payment from the borrower is required since the accumulated interest is added to the principal of the loan through an interest reserve. If our appraisal of the value of a completed project proves to be overstated, we may have inadequate security for the repayment of the loan upon completion of construction of the project and may incur a loss. Because construction loans require active monitoring of the building process, including cost comparisons and on-site inspections, these loans are more difficult and costly to monitor.

Increases in market rates of interest also may have a more pronounced effect on construction loans by rapidly increasing the end-purchasers’ borrowing costs, thereby reducing the overall demand for the project. Properties under construction are often difficult to sell and typically must be completed in order to be successfully sold which also complicates the process of working out problem construction loans. This may require us to advance additional funds and/or contract with another builder to complete construction. Furthermore, in the case of speculative construction loans, there is the added risk associated with identifying an end-purchaser for the finished project.

Loans on land under development or raw land held for future construction, including lot loans made to individuals for the future construction of a residence also pose additional risk because of the lack of income being produced by the property and the potential illiquid nature of the collateral. These risks can be significantly impacted by supply and demand conditions. As a result, this type of lending often involves the disbursement of substantial funds with repayment dependent on the success of the ultimate project and the ability of the borrower to develop, sell or lease the property, rather than the ability of the borrower or guarantor to independently repay principal and interest. There were no non-performing real estate construction and land loans at March 31, 2026. A material increase in non-performing real estate construction and land loans could have a material adverse effect on our financial condition and results of operation.

Commercial and multi-family real estate lending involves higher risks than real estate one-to-four family and other consumer lending, which exposes us to increased lending risks.

Our current business strategy includes an emphasis on commercial and multi-family real estate lending. This type of lending activity, while potentially more profitable than one-to-four family lending, is generally more sensitive to regional and local economic conditions, making loss levels more difficult to predict. Collateral evaluation and financial statement analysis in these types of loans requires a more detailed analysis at the time of loan underwriting and on an ongoing basis. At March 31, 2026, we had $715.2 million of commercial and multi-family real estate loans, representing 65.5% of our total loan portfolio.

Commercial and multi-family real estate loans typically involve higher principal amounts than other types of loans, and some commercial borrowers maintain multiple loans with us. Consequently, an adverse development in any single loan or credit relationship can significantly heighten our exposure to potential losses, far more than the impact of a similar development in a one-to-four family residential mortgage loan. The repayment of these loans relies on income generated from the property securing the loan. This income must sufficiently cover operational expenses and debt service. Economic fluctuations or shifts in local market conditions may adversely affect the property’s income, posing potential repayment challenges. Moreover, a substantial portion of our commercial and multi-family real estate loans do not fully amortize and include substantial balloon payments upon maturity. These balloon payments may require the borrower to either sell or refinance the property, potentially heightening the risk of default or non-payment. In the event of a foreclosure on a commercial or multi-family real estate loan, our holding period for the collateral tends to be more extended compared to one-to-four family residential loans. This elongated holding period results from a limited pool of potential purchasers for the collateral.

The commercial real estate market continues to face significant structural and cyclical pressures. The shift to hybrid and remote work arrangements has become an enduring feature of the office market rather than a transitional condition, resulting in elevated vacancy rates and declining property values in many office submarkets. At the same time, a substantial volume of commercial real estate loans industry-wide are maturing in the current environment of elevated interest rates, creating widespread refinancing pressure. Borrowers unable to refinance at acceptable terms may face increased risk of default, which could adversely affect the performance of our commercial real estate portfolio. Federal banking regulators have heightened oversight of institutions with significant commercial real estate concentrations, and have indicated they will continue to scrutinize underwriting practices, stress testing, and capital adequacy at banks with elevated concentrations. Failures in our risk management policies and controls could lead to higher delinquencies and losses, adversely affecting our business, financial condition, and results of operations.

Our business may be adversely affected by credit risk associated with residential property and declining property values.

At March 31, 2026, $96.7 million, or 8.9% of our total loan portfolio, consisted of real estate one-to-four family loans and home equity loans. We primarily base our lending decisions on the borrower’s repayment capacity and the collateral securing these loans, particularly with first-lien real estate one-to-four family loans. However, home equity lines of credit pose greater risks, especially those secured by a second mortgage, as the likelihood of full loan recovery in the event of default diminishes. Our ability to foreclose on such loans depends upon the property’s value which must cover both the primary mortgage and foreclosure costs.

This type of lending is highly sensitive to regional and local economic conditions, making it challenging to predict potential losses. Economic downturns or fluctuations in the housing market could diminish property values, increasing the risk of losses if borrowers default. Loans with high combined loan -to value-ratios are particularly vulnerable to declining property values, leading to higher default rates and increased severity of losses. Moreover, if borrowers sell their homes, they may struggle to repay their loans in full from the proceeds. As a result, these loans may experience elevated rates of delinquencies, defaults and losses negatively impacting our financial condition and results of operations.

Repayment of our commercial business loans is often dependent on the cash flows of the borrower, which may be unpredictable, and the collateral securing these loans may fluctuate in value.

At March 31, 2026, commercial business loans totaled $219.8 million, or 20.1% of total loans. These loans are primarily extended based on the borrower’s cash flow, with collateral provided by the borrower, serving as a secondary consideration. However, the predictability of the borrower’s cash flow can vary, and the value of collateral securing these loans may fluctuate. Collateral for commercial business loans typically includes equipment, inventory, accounts receivable, or other business assets. For loans secured by accounts receivable, the availability of funds for repayment relies heavily on the borrower’s ability to collect from its clients. Additionally, the value of other collateral, such as equipment, may depreciate over time, and could be challenging to appraise or liquidate, varying based on the nature of the business. Consequently, the availability of funds for loan repayment is significantly contingent on the success of the borrower’s business, which is often influenced by broader economic conditions and, to a lesser extent, the value of provided collateral.

Our ACL for loans may prove insufficient to absorb losses in our loan portfolio. Future additions to our ACL, as well as charge-offs in excess of reserves, will reduce our earnings.

Lending money is a substantial part of our business and each loan carries risks, including that it will not be repaid in accordance with its terms or that any underlying collateral will not be sufficient to assure repayment. These risks are affected by, among other things:

  • The cash flow of the borrower or the project being financed.
  • For a collateralized loan, uncertainties as to the future value of the collateral.
  • The duration of the loan.
  • The credit history of the borrower.
  • Changes in economic and industry conditions.

To address these risks, we maintain an ACL for loans, which is established through a provision for credit losses on loans charged to expense, which we believe is appropriate to provide for lifetime expected credit losses in our loan portfolio. The appropriate level of the ACL for loans is determined by management through periodic reviews and consideration of several factors, including, but not limited to:

  • Our collective loss reserve, for loans evaluated on a pool basis with similar risk characteristics based on our life of loan historical default and loss experience, certain macroeconomic factors, reasonable and supportable forecasts, regulatory requirements, management’s expectations of future events and certain qualitative factors; and
  • Our individual loss reserve, based on our evaluation of individual loans that do not share similar risk characteristics and the present value of the expected future cash flows or the fair value of the underlying collateral.

The determination of the appropriate level of the ACL inherently involves a high degree of subjectivity and requires us to make significant estimates of current credit risks and future trends, all of which may undergo material changes. If our estimates are incorrect, the ACL for loans may not be sufficient to cover losses inherent in our loan portfolio, resulting in the need for increases in our ACL through the provision for credit losses on loans which is charged against income. Management also recognizes that significant new growth in loan portfolios, new loan products and the refinancing of existing loans can result in portfolios comprised of unseasoned loans that may not perform in a historical or projected manner and will increase the risk that our allowance may be insufficient to absorb losses without significant additional provisions. Deterioration in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of our control, may also require an increase in the ACL.

Bank regulatory agencies also periodically review our ACL and may require an increase in the provision for credit losses or the recognition of further loan charge-offs based on their judgment about information available to them at the time of their examination. If charge-offs in future periods exceed the ACL, we may need additional provisions to increase the ACL. Any increases in the ACL will reduce net income and may have a material adverse effect on our financial condition, results of operations, liquidity and capital.

Risks Related to Market and Interest Rate Changes

Changes in interest rates may reduce our net interest income and may result in higher defaults in a rising rate environment.

Our earnings and cash flows are largely dependent upon our net interest income, which is significantly affected by interest rates. Interest rates are highly sensitive to factors beyond our control, such as general economic conditions and policies set by governmental and regulatory bodies, particularly the Federal Reserve. Increases in interest rates could reduce our net interest income, weaken the housing market by reducing refinancing activity and home purchases, and negatively affect the broader U.S. economy, potentially leading to slower economic growth or recessionary conditions.

We principally manage interest rate risk by managing our volume and mix of our earning assets and funding liabilities. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, our net interest income, and therefore earnings, could be adversely affected.

Changes in interest rates could also have a negative impact on our results of operations by reducing the ability of borrowers to repay their current loan obligations or by reducing our margins and profitability. Our net interest margin is the difference between the yield we earn on our assets and the interest rate we pay for deposits and our other sources of funding. Changes in interest rates—up or down—could adversely affect our net interest margin and, as a result, our net interest income. Although the yields we earn on our assets and our funding costs tend to move in the same direction in response to changes in interest rates, one can rise or fall faster than the other, causing our net interest margin to expand or contract. Our liabilities tend to be shorter in duration than our assets, so they may adjust faster in response to changes in interest rates. As a result, when interest rates rise, our funding costs may rise faster than the yield we earn on our assets, causing our net interest margin to contract until the yield catches up. Changes in the slope of the “yield curve”—or the spread between short-term and long-term interest rates—could also reduce our net interest margin. Normally, the yield curve is upward sloping, meaning short-term rates are lower than long-term rates. Because our liabilities tend to be shorter in duration than our assets, when the yield curve flattens or even inverts, we could experience pressure on our net interest margin as our cost of funds increases relative to the yield we can earn on our assets. Also, interest rate decreases can lead to increased prepayments of loans and mortgage-backed securities as borrowers refinance their loans to reduce borrowing costs. Under these circumstances, we are subject to reinvestment risk as we may have to redeploy such repayment proceeds into lower yielding investments, which would likely hurt our income.

A sustained increase in market interest rates could adversely affect our earnings. A significant portion of our loans have fixed interest rates and longer terms than our deposits and borrowings. As is the case with many financial institutions, we attempt to increase our proportion of deposits that are non-interest bearing or pay a relatively low rate of interest. However, attracting such deposits has been challenging with the current interest rate environment. At March 31, 2026, we had $293.5 million in non-interest bearing demand deposits and $245.0 million in certificates of deposit that mature within one year. We would incur a higher cost of funds to retain these deposits in a rising interest rate environment. Our net interest income could be adversely affected if the rates we pay on deposits and borrowings increase more rapidly than the rates we earn on loans and other investments. In addition, a substantial amount of our home equity lines of credit have adjustable interest rates. As a result, these loans may experience a higher rate of default in a rising interest rate environment.

Changes in interest rates also affect the value of our securities portfolio. Generally, the fair value of fixed-rate securities fluctuates inversely with changes in interest rates. Unrealized gains and losses on securities available for sale are reported as a separate component of stockholders’ equity, net of tax. Decreases in the fair value of securities available for sale resulting from increases in interest rates could have an adverse effect on stockholders’ equity. At March 31, 2026, we recorded a $19.4 million accumulated other comprehensive loss, which is reflected as a reduction to stockholders’ equity.

While we employ asset and liability management strategies to mitigate interest rate risk, unexpected, substantial, or prolonged rate changes could materially affect our financial condition and results of operations. Additionally, our interest rate risk models and assumptions may not fully capture the impact of actual rate changes on our balance sheet or projected operating results. See Item 7A., “Quantitative and Qualitative Disclosures About Market Risk,” of this Form 10-K.

We may incur losses on our securities portfolio as a result of changes in interest rates.

The fair value of our investment securities is susceptible to significant shifts due to factors beyond our control, potentially leading to adverse changes in their valuation. These factors include, but are not limited to, rating agency actions in respect of the securities, defaults by the issuer or adverse events related to the underlying securities, capital market instability, and, as previously mentioned, fluctuations in market interest rates. Any of these factors, among others, could cause the fair value of these securities to be lower than the amortized cost basis resulting in a credit loss, which could have a material effect on our business, financial condition and results of operations. We are required to maintain sufficient liquidity to ensure a safe and sound operation, potentially requiring us to sell securities at a loss if our liquidity position falls below desirable level and all alternative sources of liquidity are exhausted. In an environment where other market participants are also liquidating securities, our loss could be materially higher than expected, significantly adversely impacting liquidity and capital levels.

Revenue from broker loan fees is sensitive to changes in economic conditions, decreased economic activity, a slowdown in the housing market, higher interest rates or new legislation which may adversely impact our financial condition and results of operations.

Our mortgage brokerage operations contribute additional non-interest income. The Company employs commissioned brokers who originate mortgage loans (including construction loans) for various mortgage companies. These loans are closed and funded by the purchasing mortgage company and are not considered assets of the Company. Instead, the Company receives a fee typically ranging from 1.5% to 2.0% of the loan amount, which is shared with the commissioned broker.

The prevailing interest rate environment significantly influences both the volume of loans and the fees generated through our mortgage brokerage activity. Generally, during periods of rising interest rates, the volume of loans and the amount of brokered loan fees included in non-interest income decrease as a result of slower mortgage loan demand. Conversely, during periods of falling interest rates, the volume of loans and the amount of brokered loan fees generally increase as a result of the increased mortgage loan demand.

A general decline in economic conditions may adversely affect the fees generated by our asset management company.

Should our asset management clients and their assets be adversely impacted by unfavorable economic and stock market conditions, they may choose to withdraw their managed assets, or the value of these assets managed by us may decline. Since our asset management revenues are directly linked to the value of the assets we manage, any withdrawal of assets or reduction in their value would adversely affect the revenues generated by the Trust Company.

Risks Related to Regulatory, Legal and Compliance Matters

The continued focus on increasing our commercial real estate loan portfolio may subject us to additional regulatory scrutiny.

The FDIC, the Federal Reserve and the OCC have promulgated joint guidance on sound risk management practices for financial institutions with concentrations in commercial real estate lending. Under this guidance, a financial institution that, like us, is actively involved in commercial real estate lending should perform a risk assessment to identify concentrations. A financial institution may have a concentration in commercial real estate lending if, among other factors (i) total reported loans for construction, land development, and other land represent 100% or more of total capital, or (ii) total reported loans secured by multi-family and non-farm residential properties, loans for construction, land development and other land, and loans otherwise sensitive to the general commercial real estate market, including loans to commercial real estate related entities, represent 300% or more of total capital. Based on these criteria, the Bank has a concentration in commercial real estate lending as total loans for multifamily, non-farm/non-residential, construction, land development and other land represented 350% of total risk-based capital at March 31, 2026. The particular focus of the guidance is on exposure to commercial real estate loans that are dependent on the cash flow from the real estate held as collateral and that are likely to be at greater risk to conditions in the commercial real estate market (as opposed to real estate collateral held as a secondary source of repayment or as an abundance of caution). The purpose of the guidance is to guide banks in developing risk management practices and capital levels commensurate with the level and nature of real estate concentrations. The guidance states that management should employ heightened risk management practices including board and management oversight and strategic planning, development of underwriting standards, risk assessment and monitoring through market analysis and stress testing. While we believe we have implemented policies and procedures with respect to our commercial real estate loan portfolio consistent with this guidance, bank regulators could require us to implement additional policies and procedures consistent with their interpretation of the guidance that may result in additional costs to us.

We operate in a highly regulated environment and may be adversely affected by changes in federal and state laws and regulations.

The financial services industry is extensively regulated. Federal and state banking regulations are designed primarily to protect the deposit insurance funds and consumers, not to benefit a company’s shareholders. These regulations may sometimes impose significant limitations on operations. Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the imposition of restrictions on the operation of an institution, the classification of assets by the institution and the adequacy of an institution’s ACL. These bank regulators also have the ability to impose conditions in the approval of merger and acquisition transactions.

These regulations, along with the currently existing tax, accounting, securities, insurance, and monetary laws, regulations, rules, standards, policies, and interpretations control the methods by which financial institutions conduct business, implement strategic initiatives and tax compliance, and govern financial reporting and disclosures. These laws, regulations, rules, standards, policies, and interpretations are constantly evolving and may change significantly over time. Any new regulations or legislation, change in existing regulations or oversight, whether a change in regulatory policy or a change in a regulator’s interpretation of a law or regulation, may require us to invest significant management attention and resources to make any necessary changes to operations to comply and could have an adverse effect on our business, financial condition and results of operations. Additionally, actions by regulatory agencies or significant litigation against us may lead to penalties that materially affect us. Further, changes in accounting standards can be both difficult to predict and involve judgment and discretion in their interpretation by us and our independent registered public accounting firm. These accounting changes could materially impact, potentially even retroactively, how we report our financial condition and results of our operations as could our interpretation of those changes.

Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions and limit our ability to get regulatory approval of acquisitions.

The USA PATRIOT Act and Bank Secrecy Acts require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. Failure to comply with these regulations could result in fines or sanctions and limit our ability to get regulatory approval of acquisitions. While we have developed policies and procedures designed to assist in compliance with these laws and regulations, no assurance can be given that these policies and procedures will be effective in preventing violations of these laws and regulations. Additionally, any perceived or actual failure to prevent money laundering or terrorist financing activities could significantly damage our reputation. These outcomes could have a material adverse effect on our business, financial condition, results of operations, and growth prospects.

If our enterprise risk management framework is not effective at mitigating risk and loss to us, we could suffer unexpected losses and our results of operations could be materially adversely affected.

Our enterprise risk management framework seeks to achieve an appropriate balance between risk and return, which is critical to optimizing shareholder value. We have established processes and procedures intended to identify, measure, monitor, report, analyze and control the types of risk to which we are subject. These risks include, among others, liquidity, credit, market, interest rate, operational, legal and compliance, and reputational risk. Our framework also includes financial or other modeling methodologies that involve management assumptions and judgment. We also maintain a compliance program to identify, measure, assess, and report on our adherence to applicable laws, policies and procedures. While we assess and improve these programs on an ongoing basis, there can be no assurance that our risk management or compliance programs, along with other related controls, will effectively mitigate risk under all circumstances, or that it will adequately mitigate any risk or loss to us. However, as with any risk management framework, there are inherent limitations to our risk management strategies as they may exist, or develop in the future, including risks that we have not appropriately anticipated or identified. If our risk management framework proves ineffective, we could suffer unexpected losses and our business, financial condition, results of operations or growth prospects could be materially adversely affected. We may also be subject to potentially adverse regulatory consequences.

Climate change and related legislative and regulatory initiatives may materially affect the Company’s business and results of operations.

The effects of climate change continue to raise significant concerns about the state of the environment. However, changes in federal regulatory priorities and policies have shifted emphasis on climate change initiatives and environmental regulations. These developments may include changes in federal participation in international climate initiatives and modifications to regulatory expectations applicable to businesses, including financial institutions. Legislative and regulatory proposals relating to climate change may be modified, delayed, or implemented inconsistently across jurisdictions, increasing compliance uncertainty and operational complexity.

The lack of empirical data regarding the financial and credit risks posed by climate change still makes it difficult to predict its specific impact on our financial condition and results of operations. However, the physical effects of climate change, such as more frequent and severe weather disasters, could directly affect us. For instance, such events may damage real property securing loans in our portfolios or reduce the value of that collateral. If our borrowers' insurance is insufficient to cover these losses or if insurance becomes unavailable, the value of the collateral securing our loans could be negatively affected, potentially impacting our financial condition and results of operations. Moreover, climate change may adversely affect regional and local economic activity, harming our clients and the communities in which we operate. Regardless of changes in federal policy, the effects of climate change and their unknown long-term impacts could still have a material adverse effect on our financial condition and results of operations.

Risks Related to Cybersecurity, Data and Fraud

We are subject to certain risks in connection with our use of technology.

Our security measures may not be sufficient to mitigate the risk of a cyber-attack. Communications and information systems are essential to the conduct of our business, as we use such systems to manage our client relationships, our general ledger and virtually all other aspects of our business. Our operations rely on the secure processing, storage, and transmission of confidential and other information in our computer systems and networks. Although we take protective measures and endeavor to modify them as circumstances warrant, the security of our computer systems, software, and networks may be vulnerable to breaches, fraudulent or unauthorized access, denial or degradation of service attacks, misuse, computer viruses, malware or other malicious code and cyber-attacks that could have a security impact. If one or more of these events occur, this could jeopardize our or our clients’ confidential and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our operations or the operations of our clients or counterparties. We may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses that are either not insured against or not fully covered through any insurance maintained by us. We could also suffer significant reputational damage.

Additionally, as our cardholders use debit and credit cards for transactions with third parties or through third-party processing services, we face additional risks from data breaches in their systems or payment processors. Such breaches could expose our account information, leading to liabilities for fraudulent transactions, fines, and higher transaction fees. Breaches may also erode client trust, prompting shifts in payment methods and potential changes to our payment systems, which could incur higher costs.

Despite ongoing efforts to enhance our information technology systems and provide employee awareness training, cyber threats remain pervasive, particularly in the financial services industry. Federal banking regulators have expanded their supervisory focus on cybersecurity to include threats from foreign state-sponsored actors and geopolitical adversaries, reflecting an elevated and evolving threat environment. AI -enabled attacks, including sophisticated phishing, deepfakes, and social engineering campaigns targeting financial institutions, continue to evolve in frequency and sophistication. Additionally, federal and state regulatory requirements relating to cybersecurity incident response, client notification obligations, and third-party risk management continue to evolve and may impose additional operational, compliance, and reporting obligations on financial institutions. Failure to comply with these requirements could result in regulatory penalties and reputational damage. We must continuously monitor and fortify our networks and infrastructure to prevent, detect, and address unauthorized access, misuses, computer viruses, and other security risks. While we have not experienced significant breaches, some of our clients may have been affected by third-party breaches, potentially increasing their risks of identity theft and fraud involving their accounts with us.

Security breaches in our internet banking activities could further expose us to possible liability and damage our reputation. Increases in criminal activity levels and sophistication, advances in computer capabilities, new discoveries, vulnerabilities in third-party technologies (including browsers and operating systems) or other developments could result in a compromise or breach of the technology, processes and controls that we use to prevent fraudulent transactions and to protect data about us, our clients and underlying transactions. Any compromise of our security could deter clients from using our internet banking services that involve the transmission of confidential information. Although we have developed and continue to invest in systems and processes that are designed to detect and prevent security breaches and cyber-attacks and periodically test our security, these precautions may not protect our systems from compromises or breaches of our security measures, and could result in losses to us or our clients, our loss of business and/or clients, damage to our reputation, the incurrence of additional expenses, disruption to our business, our inability to grow our online services or other businesses, additional regulatory scrutiny or penalties, or our exposure to civil litigation and possible financial liability, any of which could have a material adverse effect on our business, financial condition and results of operations.

Our security measures may not protect us from system failures or interruptions. While we have established policies and procedures to prevent or limit the impact of systems failures and interruptions, there can be no assurance that such events will not occur or that they will be adequately addressed if they do. In addition, we outsource certain aspects of our data processing and other operational functions to certain third-party providers. While the Company selects third-party vendors carefully, it does not control their actions. If our third-party providers encounter difficulties, including those resulting from breakdowns or other disruptions in communication services provided by a vendor, failure of a vendor to handle current or higher transaction volumes, cyber-attacks and security breaches or if we otherwise have difficulty in communicating with them, our ability to adequately process and account for transactions could be affected, and our ability to deliver products and services to our clients and otherwise conduct our business operations could be adversely impacted. Replacing these third-party vendors could also entail significant delay and expense. Threats to information security also exist in the processing of client information through various other vendors and their personnel.

We cannot assure you that such breaches, failures or interruptions will not occur or, if they do occur, that they will be adequately addressed by us or the third parties on which we rely. We may not be insured against all types of losses as a result of third-party failures and insurance coverage may be inadequate to cover all losses resulting from breaches, system failures or other disruptions. If any of our third-party service providers experience financial, operational or technological difficulties, or if there is any other disruption in our relationships with them, we may be required to identify alternative sources of such services, and we cannot assure that we could negotiate terms that are as favorable to us, or could obtain services with similar functionality as found in our existing systems without the need to expend substantial resources, if at all. Further, the occurrence of any systems failure or interruption could damage our reputation and result in a loss of clients and business, could subject us to additional regulatory scrutiny, or could expose us to legal liability. Any of these occurrences could have a materially adverse effect on our financial condition and results of operations.

The board of directors oversees the risk management process, including the risk of cybersecurity, and engages with management on cybersecurity issues.

Our business may be adversely affected by an increasing prevalence of fraud and other financial crimes.

The Bank is susceptible to fraudulent activity that may be committed against us or our clients, which may result in financial losses or increased costs to us or our clients, disclosure or misuse of our information or our client information, misappropriation of assets, privacy breaches against our clients, litigation or damage to our reputation. Such fraudulent activity may take many forms, including check fraud, electronic fraud, wire fraud, phishing, social engineering and other dishonest acts. Nationally, reported incidents of fraud and other financial crimes have increased. We have also experienced losses due to apparent fraud and other financial crimes. While we have policies and procedures designed to prevent such losses, there can be no assurance that such losses will not occur.

Our current and future uses of AI and other emerging technologies may create additional risks.

The increasing adoption of AI in financial services presents significant opportunities but also introduces a range of risks that could impact our operations, regulatory compliance, and client trust. AI introduces model risk, where flawed algorithms or biased data could result in inaccurate credit decisions, compliance violations, or discriminatory outcomes in lending or client service. Cybersecurity threats, such as data breaches, adversarial attacks, and data poisoning, pose significant challenges, particularly as these systems handle large volumes of sensitive client information. Additionally, the opaque nature of some AI models, often referred to as "black-box" systems, raises regulatory compliance concerns, as regulators increasingly require transparency and explainability in AI-driven decision-making. AI also introduces a new attack surface: adversaries are increasingly using AI to generate more convincing phishing messages, synthetic voice and video content (deepfakes), and other tools designed to deceive bank employees or clients. These AI-enabled threats are of particular concern for community banks, which may have fewer dedicated cybersecurity resources than larger institutions. Moreover, our use of AI tools and models supplied by third-party vendors does not reduce our regulatory responsibility for the outcomes those tools produce, and we remain accountable for safe and sound operations regardless of the source of a technology failure or compliance gap.

AI systems may also produce inaccurate, misleading, or biased outputs, sometimes referred to as “hallucinations,” which could adversely affect client interactions, underwriting decisions, fraud detection, compliance processes, or other operational functions if not properly identified and mitigated. In addition, the use of third-party AI tools may create risks relating to data governance, confidentiality, intellectual property ownership, and reliance on vendors whose systems and controls are outside of our direct oversight.

Operational risks also arise from potential system failures, over-reliance on AI, and integration challenges with existing infrastructure. Disruptions in AI systems could impact critical functions such as fraud detection, transaction monitoring, and client support. Ethical and reputational risks, including unintended consequences or perceived unfairness in AI-driven decisions, may erode client trust and expose us to regulatory scrutiny.

Mitigating these risks requires a robust governance framework, regularly testing and auditing of AI models, and strong human oversight. Investments in cybersecurity, data privacy protections, and employee training are critical to managing these risks. The regulatory landscape governing AI in financial services remains fragmented. There is currently no comprehensive federal AI governance framework, and numerous states, including Oregon and Washington, have introduced or are actively considering AI-related legislation that could impose additional compliance obligations. We must monitor developments across multiple jurisdictions and adapt our AI governance practices accordingly, which may increase our compliance costs and operational complexity.

Risks Related to Accounting Matters

Our reported financial results depend on management’s selection of accounting methods and certain assumptions and estimates, which, if incorrect, could cause unexpected losses in the future.

Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. Management must exercise judgment in selecting and applying many of these accounting policies and methods so they comply with GAAP and reflect management’s judgment regarding the most appropriate manner to report our financial condition and results of operations. In some cases, management must select the accounting policy or method to apply from two or more alternatives, any of which might be reasonable under the circumstances, yet might result in the Company reporting materially different results than would have been reported under a different alternative.

Certain accounting policies, most notably the ACL, are critical to presenting our financial condition and results of operations. They require management to make difficult, subjective or complex judgments about matters that are uncertain. Materially different amounts could be reported under different conditions or using different assumptions or estimates. For more information, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates” contained in this Form 10-K.

We may experience future goodwill impairment, which could reduce our earnings.

In accordance with GAAP, we record assets acquired and liabilities assumed in a business combination at their fair value with the excess of the purchase consideration over the net assets acquired resulting in the recognition of goodwill. As a result, acquisitions typically result in recording goodwill. We perform a goodwill evaluation at least annually to test for goodwill impairment. Our test of goodwill for potential impairment is based on a qualitative assessment by management that takes into consideration macroeconomic conditions, industry and market conditions, cost or margin factors, financial performance and share price. Our evaluation of the fair value of goodwill involves a substantial amount of judgement. If our judgement was incorrect, or if events or circumstances change, and an impairment of goodwill was deemed to exist, we would be required to record a non-cash charge to earnings in our financial statements during the period in which such impairment is determined to exist. Any such charge could have a material adverse effect on our results of operations.

Risks Related to Merger and Acquisition Strategy

While acquisitions supplement our strategic growth objectives, they involve risks that may negatively impact our results of operations and financial condition.

As part of our general growth strategy, we periodically expand our business through acquisitions. While our primary focus remains on organic growth, we from time to time engage in discussions with potential acquisition targets in the ordinary course of business. There can be no assurance that we will successfully identify suitable acquisition candidates, complete acquisitions on acceptable terms, or effectively integrate acquired operations into our existing business or expand into new markets. Future acquisitions may dilute shareholder value or adversely impact our operating results during the integration process. Acquired operations may not achieve the same profitability levels as our existing operations or meet performance expectations. Additionally, transaction-related expenses could negatively affect our earnings and, in turn, the market value of our stock.

Acquiring banks, bank branches, or businesses involves several risks, including:

  • Exposure to potential asset quality issues or unknown and contingent liabilities associated with acquired institutions or assets, which, if underestimated, could materially and adversely affect our results of operations and financial condition;
  • Higher-than-expected deposit attrition or client loss;
  • Potential diversion of management’s time and attention from ongoing operations and strategic priorities;
  • Market fluctuations affecting acquisition pricing, which may limit our ability to pursue transactions in certain markets at valuations we consider acceptable;
  • Challenges associated with integrating systems, processes, and personnel of the acquired business into our operations. The integration process can be complex, time-consuming, and disruptive to acquired clients, and if not executed effectively, may delay or reduce expected economic benefits or lead to the loss of clients or employees, even if integration is otherwise successful;
  • The need to finance acquisitions, which may involve increased leverage through borrowings or the issuance of additional equity, potentially diluting the interests of existing shareholders;
  • The possibility that we may not be able to sustain our historical rate of growth or grow at all through future acquisitions; and
  • The requirement to record goodwill for acquisitions in excess of the fair value of net assets acquired, which must be tested for impairment at least annually and could result in future non-cash charges.

If any of these risks materialize, they could have a material adverse effect on our business, financial condition, results of operations, and stock price.

Risks Related to our Business and Industry General

We rely on other companies to provide key components of our business infrastructure.

We rely on numerous external vendors to provide products and services necessary for our day-to-day operations. Accordingly, our operations are exposed to risk that these vendors will not perform in accordance with the contracted arrangements under service level agreements. If a vendor fails to meet its contractual obligations due to changes in its organizational structure, financial condition, support for existing products and services, strategic focus, or any other reason, our operations could be disrupted, potentially causing a material adverse impact on our financial condition and results of operations. Furthermore, we could be adversely affected if a vendor agreement is not renewed or is renewed on terms less favorable to us. Regulatory agencies also require financial institutions to remain accountable for all aspects of vendor performance, including activities delegated to third parties. Additionally, disruptions or failures in the physical infrastructure or operating systems supporting our business and clients, or cyber-attacks or security breaches involving networks, systems, or devices used by our clients to access our products and services, could result in client attrition, regulatory fines or penalties, reputational damage, reimbursement or compensation costs, and increased compliance expenses. Any of these outcomes could materially and adversely affect our financial condition and results of operations.

Ineffective liquidity management could adversely affect our financial results and condition.

Liquidity is essential to our business. We rely on a number of different sources in order to meet our potential liquidity demands. Our primary sources of liquidity are increases in deposit accounts, cash flows from loan payments and our securities portfolio. Borrowings also provide us with a source of funds to meet liquidity demands. An inability to raise funds through deposits, borrowings, the sale of loans or investment securities, or other sources could have a substantial negative effect on our liquidity. Our access to funding sources in amounts adequate to finance our activities or on terms which are acceptable to us could be impaired by factors that affect us specifically, or the financial services industry or economy in general. Factors that could detrimentally impact our access to liquidity sources include a decrease in the level of our business activity as a result of a downturn in the Washington or Oregon markets in which our loans are concentrated, negative operating results, or adverse regulatory action against us. Our ability to borrow could also be impaired by factors that are not specific to us, such as a disruption in the financial markets or negative views and expectations about the prospects for the financial services industry or deterioration in credit markets. Any decline in available funding in amounts adequate to finance our activities on acceptable terms could adversely impact our ability to originate loans, invest in securities, meet our expenses or fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could, in turn, have a material adverse effect on our business, financial condition and results of operations. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity” of this Form 10-K.

Additionally, collateralized public funds (state and local municipal deposits secured by investment-grade securities) help reduce contingent liquidity risk by being less credit-sensitive, however, the pledging of collateral to secure these funds limits their availability as a reserve source of liquidity. While these deposits have historically provided stable funding, their availability depends on the individual municipality’s fiscal policies and cash flow needs.

Our branching strategy may cause our expenses to increase faster than revenues.

Since June 2020, we opened three new branches in Clark County, Washington and may open additional branches in our market area in the future. The success of our branch expansion strategy is contingent upon numerous factors, including our ability to secure managerial resources, recruit and retain qualified personnel, and execute effective marketing strategies. However, the opening of new branches may not lead to an immediate or substantial increase in loan and deposit volumes as anticipated, and it will inevitably raise our operating expenses. Typically, de novo branches take three to four years to become profitable, and the projected timeline and costs for opening new branches may significantly differ from actual results. We may encounter challenges in managing the costs and implementation risks associated with our branching strategy. As a result, new branches may initially weigh on our earnings until they achieve certain economies of scale. Moreover, there is a risk that our new branches may not yield the desired success.

Our growth or future losses may require us to raise additional capital in the future, but that capital may not be available when it is needed or the cost of that capital may be exceedingly high.

We are required by federal regulatory authorities to maintain adequate levels of capital to support our operations. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside our control, and on our financial condition and performance. Accordingly, we cannot make assurances that we will be able to raise additional capital if needed on terms that are acceptable to us, or at all. If we cannot raise additional capital when needed, our ability to further expand our operations could be materially impaired and our financial condition and liquidity could be materially and adversely affected. In addition, any additional capital we obtain may dilute the interests of existing holders of our common stock. Further, if we are unable to raise additional capital when required by our bank regulators, we may be subject to adverse regulatory action.

Changes in Laws, Regulations and Public Expectations Relating to Diversity, Equity and Inclusion (“DEI”) and Environmental, Social and Governance (“ESG”) Matters May Adversely Impact Our Reputation, Compliance Costs, and Business Operations.

In recent periods, federal and state governmental authorities have revised or proposed changes to laws, regulations, executive orders, and enforcement priorities relating to DEI and ESG matters, including policies affecting federal contractors and regulated financial institutions. These evolving regulatory expectations may increase legal, compliance, operational, and reputational risks for financial institutions.

As a provider of financial services, we are subject to heightened scrutiny from regulators, investors, and the public regarding our governance, hiring practices, and commitment to ESG and DEI principles. The revised regulatory environment may prompt reexamination of our employment practices, vendor selection criteria, training programs, and client-facing disclosures. In particular, financial institutions engaged in government contracting or receiving federal program support may face added compliance exposure.

Any required adjustments to our DEI or ESG strategies, such as modifications to workforce diversity goals, community lending initiatives, or supplier diversity programs, could increase operational complexity and legal risk. Federal agencies may issue updated guidance, reassess existing supervisory frameworks, or pursue enforcement actions based on perceived violations of the revised standards. At the same time, some states continue to require affirmative action policies or corporate diversity reporting, adding further complexity.

Failure to comply with the current regulatory framework could result in reputational damage, litigation, regulatory investigations, or limitations on our participation in federal programs. Conversely, a perceived retreat from DEI commitments could negatively affect our reputation with institutional investors, ratings agencies, community stakeholders, and current or prospective employees. ESG ratings firms may also downgrade assessments, potentially affecting our access to capital or increasing cost of funds.

Given the prominent role ESG and DEI considerations play in financial services, particularly in governance and risk oversight, we must continuously evaluate and align our practices with both regulatory expectations and stakeholder priorities. Misalignment in either direction could adversely affect our brand, employee engagement, client relationships, and financial performance.

Competition with other financial institutions could adversely affect our profitability.

Although we consider ourselves competitive in our market areas, we face intense competition in both making loans and attracting deposits. Price competition for loans and deposits might result in our earning less on our loans and paying more on our deposits, which reduces net interest income. Some of the institutions with which we compete have substantially greater resources than we have and may offer services that we do not provide. We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Our profitability will depend upon our continued ability to compete successfully in our market areas.

Our ability to retain and recruit key management personnel and bankers is critical to the success of our business strategy and any failure to do so could impair our customer relationships and adversely affect our business and results of operations.

Competition for qualified employees in the banking industry is intense, with a limited pool of candidates experienced in community banking. Our success relies on attracting and retaining skilled management, loan origination, finance, administrative, marketing, and technical personnel, as well as on the continued contributions of key executives and other critical employees. Losing any of these individuals could result in a challenging transition period and negatively impact our operations. Additionally, the experience and client relationships of our banking facility managers are vital to maintaining strong connections with the communities we serve. The loss of these key personnel or directors nearing retirement without suitable replacements could adversely affect our business.

We rely on dividends from the Bank for substantially all of our revenue at the holding company level.

Riverview is a separate legal entity from its subsidiaries and does not have significant operations of its own. The long-term ability of Riverview to pay dividends to its stockholders and debt payments is based primarily upon the ability of the Bank to make capital distributions to Riverview, and also on the availability of cash at the holding company level. The availability of dividends from the Bank is limited by the Bank’s earnings and capital, as well as various statutes and regulations. In the event the Bank is unable to pay dividends to us, we may not be able to pay dividends on our common stock or make payments on our outstanding debt. Consequently, the inability to receive dividends from the Bank could adversely affect our financial condition, results of operations, and future prospects. Also, our right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to the prior claims of the subsidiary’s creditors.

Cybersecurity

As filed, 9,445 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

Risk Management and Strategy

Our cybersecurity risk management and strategy are integrated into our enterprise-wide risk management program, which leverages a “three lines of defense” model to manage risk within the organization. Such model incorporates 1) day-to-day/operational activities and controls that are managed at the business unit level; 2) identification, measurement and mitigation of inherent security risks via the use of internal control and cybersecurity maturity frameworks, operating policies, independent monitoring, risk management and compliance oversight; and 3) internal audit designed to provide objective and independent validation of the design and operating effectiveness of cybersecurity and information security controls. Technology risk (including cybersecurity and overall operational risk) is identified as a key risk area for the Company, and utilizes a combination of manual and automated methods as well as internal and external resources to monitor, measure and mitigate cybersecurity risks.

The ability to mitigate cybersecurity risks is dependent upon an effective risk assessment process that identifies, measures, controls, and monitors material risks stemming from cybersecurity threats. These threats include any potential unauthorized activities occurring through the Company's information systems that could adversely affect the confidentiality, integrity, or availability of the Company's information systems or the data contained therein. The Company's Information Security Program includes a comprehensive information security risk assessment process that incorporates the following elements:

  • Identification of reasonably foreseeable internal and external threats that could result in unauthorized disclosure, misuse, alteration, or destruction of confidential information or information systems.
  • Assessment of the likelihood and potential damage of these threats, taking into consideration the sensitivity of confidential information.
  • Assessment of the sufficiency of policies, procedures, information systems, and other arrangements in place to control risks.

The risk assessment process is designed to identify assets requiring risk reduction strategies and includes an evaluation of the key factors applicable to the operation. The Company conducts a variety of information security assessments throughout the year, both internally and through third-party specialists. These assessments include regular penetration testing and periodic third-party audits to validate the effectiveness of our controls.

In designing our Information Security Program, we refer to established industry frameworks - in particular, the Federal Financial Institutions Examination Council (FFIEC) and guidance and best practices from the Cyber Risk Institute (CRI). The FFIEC framework offers a set of guidelines to help financial institutions effectively manage and mitigate cybersecurity risks. The framework focuses on ensuring the confidentiality, integrity, and availability of sensitive information and systems. NIST is part of the U.S. Department of Commerce and among other initiatives, develops cybersecurity standards, guidelines, and other resources to meet the needs of U.S. industry, federal agencies and the broader public. Activities range from producing specific information that organizations can put into practice immediately to longer-term research that anticipates advances in technologies and future challenges. The Company utilizes these frameworks to assist with the design of our Information Security Program, including risk mitigation controls and processes. While we believe our information security program is well-designed and appropriate for our organization, the sophistication of cyber threats continues to increase and no matter how well designed or implemented the Company's controls are, it may not be able to anticipate all cyber security breaches, and it may not be able to implement effective preventive measures against such security breaches in a timely manner. For more information on how cybersecurity risk may affect the Company's business strategy, results of operations or financial condition, please refer to Item 1A. Risk Factors - Risks Related to Cybersecurity, Data and Fraud.

The Company uses a cross-functional approach to identify, prevent, and mitigate cybersecurity threats and incidents. We have adopted controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner. We have developed a formal cybersecurity incident response plan that summarizes the steps the Company will take to respond to a cybersecurity incident. The plan includes an Information Security Incident Response Team (ISIRT), which is responsible for addressing and coordinating all aspects of the Company's response to cybersecurity events. The ISIRT is supported by operating procedures and guidelines designed to outline the expectations and processes to be followed when responding to incidents of unauthorized access to confidential information maintained by the Company or its service providers. The ISIRT may consult legal counsel and other external experts in connection with their respective activities. An escalation process has been established for engaging other resources and appropriate reporting protocols at both the management and Board of Directors levels.

Governance

Our Board of Directors articulates the Company's attitude towards risk. Associated risk metrics are monitored quarterly by Management and reported to the Audit Committee of the Board and the Board of Directors. Management measures and reports inherent risk, mitigating controls, residual risk and emerging risk for various key risk categories, inclusive of cybersecurity and information security risks, on at least a quarterly basis.

The Company's governance and oversight of cybersecurity risks are facilitated through our Information Security Program, which establishes administrative, technical, and physical safeguards designed to protect the confidential information and records of all the Bank's clients in accordance with FDIC regulations. Our Information Security Program, along with its associated policies and guidelines, takes into account FDIC and FFIEC regulations and guidance on sensitive information protection as well as information system security. It is tailored to align with the Company's risk assessment results, and the size, complexity, nature and scope of our activities.

We maintain relevant expertise within the Bank's management team to manage cybersecurity risks. In particular, the Board has appointed a Chief Information Security Officer (CISO). Together with the Director of Risk Management, they provide direction and oversight for information and cyber-security related activities across the Company—including existing and emerging initiatives, service provider arrangements, incident response, business continuity management, staff training, monitoring of key controls and adjusting the information security program in response to changes in operations and internal/external threats and vulnerabilities. In this role, the CISO leverages 24 years of information technology experience and has maintained various applicable cybersecurity and IT audit certifications.

Our Information Security Management team, among other things, is responsible for conducting risk assessments, designing the Information Security Program to manage identified risks based on information sensitivity and the Company’s operational complexity, overseeing service provider arrangements, and managing risks associated with third-party service providers by conducting due diligence prior to engagement and ongoing monitoring of vendors’ security practices, including their ability to prevent, detect, and respond to cybersecurity threats. They also establish risk-based response programs for incidents of unauthorized access, providing staff training, conducting testing of key controls, systems, and procedures, and adjusting the program in response to changes in people, processes, technology, sensitive information, threats, and the business environment (e.g., mergers, acquisitions, alliances, joint ventures, or outsourcing arrangements).

The Board of Directors plays a crucial role, annually reviewing and approving our Information Security Program. The Board oversees efforts to develop, implement, and maintain an effective Information Security Program, including reviewing management's reporting on program effectiveness. Additionally, the Board of Directors' Technology Committee considers information technology and cybersecurity expertise when assessing potential director candidates, to help ensure the Board of Directors has the capability to appropriately oversee management's activities in these areas.

The Board receives regular updates from the CISO and Director of Risk Management regarding cybersecurity threats and program enhancements. In evaluating its oversight capabilities, the Board considers relevant cybersecurity expertise among its members and provides ongoing training where appropriate.

As of the date of this report, the Company has not experienced any cybersecurity incidents that have had a material impact on its business strategy, financial condition, or results of operations.

Properties

As filed, 908 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

The executive offices of the Company are located in downtown Vancouver, Washington at 900 Washington Street. The Company’s operational center is also located in Vancouver, Washington. Both offices are leased. At March 31, 2026, the Bank operated ten offices located in Clark County, Washington (two of which are leased), two offices in Klickitat County, Washington and one office in Skamania County, Washington. The Bank also has two offices in Multnomah County, Oregon, one leased office in Washington County, Oregon and one office in Marion County, Oregon. In addition, at March 31, 2026, the Trust Company had one office located within the Company’s leased executive offices and one leased office in Clackamas County, Oregon. In the opinion of management, all properties are adequately covered by insurance, are in good repair, and are appropriately designed and utilized for their present and future use.

As filed, 773 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

From time to time, the Company is involved in various legal proceedings arising in the ordinary course of business. These include, but are not limited to, claims to enforce liens, condemnation proceedings on properties securing the Company’s loans, and claims related to the origination and servicing of real estate loans and other matters incidental to the Company’s operations. The Company is not a party to any pending legal proceedings that it believes would have a material adverse effect on the financial condition, results of operations or liquidity of the Company. For additional information on the Company’s litigation, see Note 16, Commitments and Contingencies – Litigation, of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K

Management's discussion and analysis

As filed, 64,940 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

General

Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist in understanding the financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the Consolidated Financial Statements and accompanying Notes thereto contained in Item 8 of this Form 10-K and the other sections contained in this Form 10-K.

Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with GAAP. In doing so, we have to make estimates and assumptions. Our critical accounting estimates are those estimates that involve a significant level of uncertainty at the time the estimate was made, and changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. Accordingly, actual results could differ materially from our estimates. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. We have reviewed our critical accounting estimates with the audit committee of our Board of Directors.

The Company has identified policies that due to the significant level of judgement, estimation and assumptions inherent in those policies are critical to an understanding of the Company’s consolidated financial statements. These policies include our accounting policies related to the methodology for the determination of the ACL, fair value accounting and measurement, and goodwill valuation. The following is a discussion of the critical accounting estimates involved with those accounting policies.

Allowance for Credit Losses

The ACL is considered a critical accounting policy by management because of the high degree of judgment involved, the subjectivity of the assumptions used, and the potential for changes in the economic environment that could result in changes to the amount of the recorded ACL. The provision for credit losses reflects the amount required to maintain the ACL at an appropriate level based upon management’s evaluation of the adequacy of collectively and individually evaluated loan components. Determining the amount of the ACL involves a high degree of judgment. Among the material estimates required to establish the ACL are: overall economic conditions; value of collateral; strength of guarantors; loss exposure at default; the amount and timing of future cash flows for loans that are individually evaluated; determination of loss factors to be applied to the various elements of the portfolio; and reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the contractual term of the financial assets. All of these estimates are susceptible to significant change. Based on the analysis of the ACL, the amount of the ACL is increased by the provision for credit losses and decreased by a recapture of credit losses and are charged against current period earnings.

The ACL is maintained at a level sufficient to provide for expected credit losses based on evaluating known and inherent risks in the loan portfolio and upon our continuing analysis of the factors underlying the quality of the loan portfolio. The ACL is comprised of a general component and a specific component. The general component establishes a reserve rate using historical life-of-loan default rates, current loan portfolio information, economic forecasts, and business cycle data. Statistical analysis determines life-of-loan default and loss rates for the quantitative component, while qualitative factors adjust expected loss rates for current and forecasted conditions. The qualitative factor methodology involves a blend of quantitative analysis and management judgment, reviewed quarterly. The specific component relates to loans that have been individually evaluated because all contractual amounts of principal and interest will not be paid as scheduled. Based on the individual analysis, an individual reserve may be established. The ACL is based upon factors and trends identified by us at the time financial statements are prepared. Although we use the best information available, future adjustments to the ACL may be necessary due to economic, operating, regulatory and other conditions beyond our control. While we believe the estimates and assumptions used in our determination of the adequacy of the ACL are reasonable, there can be no assurance that such estimates and assumptions will not be proven incorrect in the future, or that the actual amount of future provisions will not exceed the amount of past provisions or that any increased provisions that may be required will not adversely impact our financial condition and results of operations. For additional information see Item 1A. “Risk Factors – Risk Related to Our Lending Activities - Our ACL may prove to be insufficient to absorb losses in our loan portfolio. Future additions to our ACL, as well as charge-offs in excess of reserves, will reduce our earnings,” in this Form 10-K.

Fair Value Accounting and Measurement

We use fair value measurements to record certain financial assets and liabilities at their estimated fair value. A hierarchical disclosure framework associated with the level of pricing observability is utilized in measuring financial instruments at fair value. The degree of judgement utilized in measuring the fair value of financial instruments generally correlates to the level of pricing observability. Financial instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of pricing observability and a lesser degree of judgement utilized in measuring fair value. Conversely, financial instruments rarely traded or not quoted will generally have little or no pricing observability and a higher degree of judgement utilized in measuring fair value. Determining the fair value of financial instruments with unobservable inputs requires a significant amount of judgement. For more information regarding fair value accounting, see Note 14 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K.

Goodwill Valuation

Goodwill is initially recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. Goodwill is presumed to have an indefinite useful life and is tested, at least annually, for impairment at the reporting unit level. The Company has two reporting units, the Bank and the Trust Company, for purposes of evaluating goodwill for impairment. All of the Company’s goodwill has been allocated to the Bank reporting unit. The Company performs an annual review in the third quarter of each fiscal year, or more frequently if indications of potential impairment exist, to determine if the recorded goodwill is impaired. If the fair value exceeds the carrying value, goodwill at the reporting unit level is not considered impaired and no additional analysis is necessary. If the carrying value of the reporting unit is greater than its fair value, the amount of impairment loss is measured as the amount by which the carrying value of the reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to the reporting unit.

A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in our expected future cash flows; a sustained, significant decline in our stock price and market capitalization; a significant adverse change in legal factors or in the business climate; adverse action or assessment by a regulator; and unanticipated competition. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on the Company’s consolidated financial statements.

The Company performed its annual goodwill impairment test as of October 31, 2025. The goodwill impairment test estimates the fair value of the reporting unit utilizing the allocation of corporate value approach, the income approach, the whole bank transaction approach and the market approach in order to derive an enterprise value of the Company. The allocation of corporate value approach applies the aggregate market value of the Company and divides it among the reporting units. A key assumption in this approach is the control premium applied to the aggregate market value. A control premium is utilized as the value of a company from the perspective of a controlling interest is generally higher than the widely quoted market price per share. The Company used an expected control premium of 30%, which was based on comparable transactional history. The income approach uses a reporting unit’s projection of estimated operating results and cash flows that are discounted using a rate that reflects current market conditions. The projection uses management’s best estimates of economic and market conditions over the projected period including growth rates in loans and deposits, estimates of future expected changes in net interest margins and cash expenditures. Assumptions used by the Company in its discounted cash flow model (income approach) included an annual revenue growth rate that approximated 8.8%, a net interest margin that approximated 3.8% and a return on assets that ranged from 0.60% to 1.32% (average of 1.02%). In addition to utilizing the above projections of estimated operating results, key assumptions used to determine the fair value estimate under the income approach were the discount rate of 14.26% utilized for our cash flow estimates and a terminal value estimated at 1.6 times the ending book value of the reporting unit. The Company used a build-up approach in developing the discount rate that included: an assessment of the risk-free interest rate, the rate of return expected from publicly traded stocks, the industry the Company operates in and the size of the Company. The whole bank transaction approach estimates fair value by applying key financial variables in transactions involving acquisitions of similar institutions. In applying the whole bank transaction approach method, the Company identified transactions that occurred during the calendar 2025 and other relevant published data utilizing a multiple of 1.36 times price to book value. The market approach estimates fair value by applying tangible book value multiples to the reporting unit’s operating performance. The multiples are derived from comparable publicly traded companies with similar operating and investment characteristics of the reporting unit. In applying the market approach method, the Company selected four publicly traded comparable institutions. After selecting comparable institutions, the Company derived the fair value of the reporting unit by completing a comparative analysis of the relationship between their financial metrics listed above and their market values utilizing a market multiple of 1.0 times book value and a market multiple of 1.1 times tangible book value, due to comparable bank volatility and its belief that earnings multiples do not give meaningful results. The Company calculated a fair value of its reporting unit of $141.0 million using the corporate value approach, $199.2 million using the income approach, $250.0 million using the whole bank transaction approach and $232.0 million using the market approach, with a final concluded value of $218.0 million, with ten percent weight given to the corporate value approach and thirty percent weight given to the whole bank transaction, market approach and income approach. The results of the Company’s test indicated that the reporting unit’s fair value was greater than its carrying value and therefore no impairment of goodwill exists.

The Company also completed a qualitative assessment of goodwill as of March 31, 2026, and concluded that it is more likely than not that the fair value of the Bank (the reporting unit), exceeds its carrying value at that date. Accordingly, no goodwill impairment was recognized. However, future impairment charges could occur if adverse events or changes in circumstances arise, including, but not limited to: (i) a sustained decline in the Company’s stock price or that of peer institutions, (ii) revenue declines beyond current forecasts, or (iii) significant adverse changes in the operating environment for the financial industry.

Additionally, changes in circumstances at or after the measurement date, or changes in the assumptions and estimates used in assessing goodwill, could result in a partial or full impairment of goodwill. While any such impairment charge would adversely affect the Company’s financial condition and results of operations, it would not impact the Company’s liquidity, operations, or regulatory capital ratios.

For additional information concerning critical accounting policies, see Note 1 of the Notes to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data." and the following:

Operating Strategy and Selected Financial Information

Fiscal year 2026 marked the 102nd anniversary for Riverview Bank, which opened for business in 1923. Our primary business strategy is to provide comprehensive banking and related financial services within our primary market area. The Company’s goal is to deliver returns to shareholders by increasing higher-yielding assets (in particular, commercial real estate and commercial business loans), increasing core deposit balances, managing problem assets, reducing expenses, hiring experienced employees with a commercial lending focus and exploring expansion opportunities. The Company seeks to achieve these results by focusing on the following objectives:

Execution of our Business Plan. The Company remains focused on expanding its loan portfolio, particularly higher-yielding commercial and construction loans, and growing its core deposit base by deepening client relationships throughout its primary market areas. While residential real estate lending was historically a primary focus, the Company has diversified its loan portfolio in recent years through the strategic growth of its commercial and construction loan portfolios. In fiscal year 2021, the Company ceased originating one-to-four family residential real estate loans but continues to purchase such loans consistent with its asset/liability management objectives. At March 31, 2026, commercial and construction loans represented 88.6% of total loans. Commercial lending, including CRE, generally involves greater credit risk than residential lending. However, these risks are often compensated by higher interest margins and fee income, contributing to enhanced loan portfolio profitability. To support its growth and profitability objectives, the Company is committed to a relationship-based banking model designed to strengthen client loyalty, identify new lending opportunities, and improve client-level profitability through cross-selling deposit, treasury management, and other banking services. The Company continues to build its core deposit base by offering competitive products, enhancing digital banking capabilities, and prioritizing high-quality client service. Additionally, the Company seeks to expand its banking franchise through de novo branch development, selective acquisitions of branches or loan portfolios, and whole bank transactions that align with its strategic and financial goals.

Maintaining Strong Asset Quality. The Company believes that strong asset quality is a key to long-term financial success. The Company has actively managed delinquent loans and nonperforming assets by aggressively pursuing the collection of consumer debts, marketing saleable properties upon foreclosure or repossession, and through work-outs of classified assets and loan charge-offs. The Company’s approach to credit management uses well defined policies and procedures and disciplined underwriting criteria resulting in our strong asset quality and credit metrics in fiscal year 2026. Although the Company intends to prudently increase the percentage of its assets consisting of higher-yielding commercial real estate, real estate construction and commercial business loans, which offer higher risk-adjusted returns, shorter maturities and more sensitivity to interest rate fluctuations, the Company intends to manage credit exposure through the use of experienced bankers in these areas and a conservative approach to its lending.

Introduction of New Products and Services. The Company continuously reviews new products and services to provide its clients more financial options. All new technology and services are generally reviewed for business development and cost saving purposes. The Company continues to experience growth in client use of its online banking services, where the Bank provides a full array of traditional cash management products as well as online banking products including mobile banking, mobile deposit, bill pay, e-statements, and new deposit products. The products are tailored to meet the needs of small to medium size businesses and households in the markets we serve. The Company intends to selectively add other products to further diversify revenue sources and to capture more of each client’s banking relationship by cross selling loan and deposit products and additional services, including services provided through the Trust Company to increase its fee income. Assets under management by the Trust Company totaled $908.1 million and $877.9 million at March 31, 2026 and March 31, 2025, respectively. The Company also offers a third-party identity theft product to its clients. The identity theft product assists our clients in monitoring their credit and includes an identity theft restoration service.

Attracting Core Deposits and Other Deposit Products. The Company offers a variety of deposit products, including personal checking, savings, and money market accounts, which generally represent lower-cost and more stable sources of funding compared to certificates of deposit. These core deposits are less sensitive to interest rate fluctuations and play a key role in supporting the Company’s funding and liquidity strategy. To strengthen its funding base, the Company continues to prioritize the growth of core deposits over higher-cost funding sources, such as brokered deposits, FHLB advances, and FRB borrowings. This approach supports loan growth while helping to manage interest expense and reduce reliance on more volatile wholesale funding sources. A key element of this strategy is enhancing and deepening client relationships. The Company believes its continued focus on relationship banking will support the expansion of both core deposits and locally sourced retail certificates of deposit. In particular, the Company seeks to increase demand deposits by building business banking relationships, supported by a suite of expanded product offerings tailored to meet the specific needs of its business clients. To further encourage growth in lower-cost deposits, the Company has invested in technology-based solutions designed to improve the client experience and support cash management needs. These include personal financial management tools, business cash management services, and remote deposit capture products, which allow the Company to effectively compete with financial institutions of all sizes. As of March 31, 2026, core branch deposits increased $25.2 million compared to March 31, 2025, reflecting the Company’s concentrated efforts to retain and grow deposits in light of the strong competition within its market area. Core branch deposits accounted for 98.4% of total deposits at March 31, 2026 compared to 98.1% at March 31, 2025.

Recruiting and Retaining Highly Competent Personnel with a Focus on Commercial Lending. The Company’s ability to continue to attract and retain banking professionals with strong community relationships and significant knowledge of its markets will be a key to its success. The Company believes that it enhances its market position and adds profitable growth opportunities by focusing on hiring and retaining experienced bankers focused on owner occupied commercial real estate and commercial lending, and the deposit balances that accompany these relationships. The Company emphasizes to its employees the importance of delivering exemplary client service and seeking opportunities to build further relationships with its clients. The goal is to compete with other financial service providers by relying on the strength of the Company’s client service and relationship banking approach. The Company believes that one of its strengths is that its employees are also shareholders through the Company’s ESOP and 401(k) plans.

Selected Financial Data: The following financial condition data as of March 31, 2026 and 2025 and operating data and key financial ratios for the fiscal years ended March 31, 2026, 2025, and 2024 have been derived from the Company’s audited consolidated financial statements. The information below is qualified in its entirety by the detailed information included elsewhere herein and should be read along with this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8. “Financial Statements and Supplementary Data” included in this Form 10-K.

(In thousands)

​ ​ ​ ​ FINANCIAL CONDITION DATA: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At March 31, 2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ ​
Total assets ​ $1,463,809 ​ $1,513,323
Loans receivable, net ​ 1,077,236 ​ 1,047,086
Investment securities available for sale ​ 154,768 ​ 119,436
Investment securities held to maturity ​ — ​ 203,079
Cash and cash equivalents ​ 116,866 ​ 29,414
Deposits ​ 1,254,185 ​ 1,232,328
FHLB advances ​ ​ 16,100 ​ ​ 76,400
Shareholders’ equity ​ 145,636 ​ 160,014
​ ​ ​ ​ ​ ​ ​

(Dollars in thousands, except per share data)

​ ​ ​ ​ OPERATING DATA: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended March 31, 2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ ​ ​ ​
Interest and dividend income ​ $62,008 ​ $58,962 ​ $56,555
Interest expense ​ 21,660 ​ 22,618 ​ 18,469
Net interest income ​ 40,348 ​ 36,344 ​ 38,086
Provision for credit losses ​ 1,255 ​ 100 ​ —
Net interest income after provision for credit losses ​ 39,093 ​ 36,244 ​ 38,086
Other non-interest income ​ 2,736 ​ 14,256 ​ 10,242
Non-interest expense ​ 47,663 ​ 44,262 ​ 43,727
(Loss) income before income taxes ​ (5,834) ​ 6,238 ​ 4,601
(Benefit) provision for income taxes ​ (1,493) ​ 1,335 ​ 802
Net (loss) income ​ $(4,341) ​ $4,903 ​ $3,799
​ ​ ​ ​ ​ ​ ​ ​ ​ ​
(Loss) earnings per share: ​ ​ ​ ​ ​ ​
Basic ​ $(0.21) ​ $0.23 ​ $0.18
Diluted ​ (0.21) ​ 0.23 ​ 0.18
Dividends per share ​ 0.08 ​ 0.08 ​ 0.24
​ ​ ​ KEY FINANCIAL RATIOS: Performance Ratios: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At or For the Years Ended March 31, 2026 ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ ​ ​ ​ ​
Return on average assets ​ (0.29)% 0.32% 0.24%
Return on average equity ​ (2.65) 3.09 2.43
Dividend payout ratio (1) ​ (38.10) 34.78 133.33
Interest rate spread ​ 2.27 1.88 2.00
Net interest margin ​ 2.86 2.54 2.56
Non-interest expense to average assets ​ 3.17 2.91 2.78
Efficiency ratio (2) ​ 110.63 87.47 90.48
Average equity to average assets ​ 10.87 10.43 9.91
​ ​ ​ ​ ​ ​ ​ ​
Asset Quality Ratios: ​ ​ ​ ​
Allowance for credit losses to total loans at end of period ​ 1.40 1.45 1.50
Allowance for credit losses to nonperforming loans ​ 196.39 9,918.71 8,631.46
Net charge-offs (recoveries) to average outstanding loans during the period ​ 0.12 0.01 —
​ ​ ​ ​ ​ ​ ​ ​
Ratio of nonperforming assets to total assets ​ 0.53 0.01 0.01
Ratio of nonperforming loans to total loans ​ 0.71 0.01 0.02
​ ​ ​ ​ ​ ​ ​ ​
Capital Ratios: ​ ​ ​ ​
Total capital to risk-weighted assets ​ 15.62 16.48 16.32
Tier 1 capital to risk-weighted assets ​ 14.37 15.23 15.06
Common equity tier 1 capital to risk-weighted assets ​ 14.37 15.23 15.06
Leverage ratio ​ 10.60 11.10 10.29

(1) Dividends per share divided by diluted earnings per share.

(2) Non-interest expense divided by the sum of net interest income and non-interest income.

Comparison of Financial Condition at March 31, 2026 and 2025

Cash and cash equivalents, including interest-earning deposits in other banks, totaled $116.9 million at March 31, 2026 compared to $29.4 million at March 31, 2025. The increase reflects the proceeds received from the sale of investment securities during the fourth quarter of fiscal year 2026 that had not yet been fully redeployed into loans or investment securities as of year-end. Pending redeployment, these funds are invested in interest-earning deposits and other short-term instruments. The Company intends to deploy these funds into loans and investment securities in accordance with its asset/liability management objectives as market conditions and loan demand warrant. The Company's cash balances typically fluctuate based upon funding needs, deposit activity and investment securities activity.

Investment securities totaled $154.8 million and $322.5 million at March 31, 2026 and 2025, respectively. The decrease was primarily due to investment securities sales of $149.3 million in the fourth quarter of fiscal year 2026 in addition to normal pay downs, calls and maturities, partially offset by purchases of investment securities totaling $25.5 million. The sale of investment securities, while resulting in a pre-tax loss of $11.4 million, was undertaken to reposition the portfolio away from lower-yielding securities and improve the ongoing yield of the investment portfolio. Management estimates the economic loss will be recovered through improved portfolio earnings within approximately 3.5 years, although actual results will depend on market conditions and the yield at which proceeds are redeployed, and there can be no assurance that this estimate will prove accurate. The Company did not make any purchases of investment securities during fiscal 2025, instead prioritizing deployment of available funds into its loan portfolio. For additional information on the Company’s investment securities, see Note 3 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K.

Loans receivable, net, totaled $1.08 billion at March 31, 2026, compared to $1.05 billion at March 31, 2025, an increase of $30.2 million. The increase was primarily attributable to increases in commercial real estate loans of $19.4 million, other installment loans of $13.1 million, multi-family loans of $12.2 million and land loans of $4.5 million. These increases were partially offset by a decrease in commercial business loans of $13.1 million and real estate construction loans of $5.1 million.

The Company no longer funds one-to-four family mortgage loans but may occasionally purchase such loans consistent with its asset/liability objectives. Additionally, the Company purchases loans originated by third parties outside the Company’s primary market area to supplement originations and diversify the portfolio. Purchased loans totaled $43.6 million at March 31, 2026 compared to $35.3 million at March 31, 2025, an increase of $8.3 million. This increase was primarily attributable to consumer loan purchases totaling $21.1 million, partially offset by normal paydowns and payoffs. The Company also purchases the guaranteed portion of SBA loans to help portfolio diversification, supplement originations and generate higher yields than overnight cash or other short-term investments. These SBA loans are originated by other financial institutions outside the Company’s primary market area and are purchased with servicing retained by the seller. At March 31, 2026, the Company’s purchased SBA loan portfolio was $42.7 million compared to $47.4 million at March 31, 2025

Deposits totaled $1.25 billion at March 31, 2026 compared to $1.23 billion at March 31,2025. While overall deposit levels remained stable, there was a shift in the composition of the deposits. Increases in interest checking of $31.4 million, certificates of deposit of $21.2 million and money market accounts of $6.1 million were partially offset by decreases in non-interest checking accounts of $22.0 million and regular savings accounts of $14.8 million. The migration away from lower- or non-interest-bearing accounts toward interest checking, time deposits and money market products is consistent with industry trends, as depositors seek to optimize returns on their funds. The Company had no wholesale-brokered deposits at March 31, 2026 and 2025. Core branch deposits accounted for 98.4% of total deposits at March 31, 2026 compared to 98.1% at March 31, 2025. The Company remains focused on building and retaining core deposit relationships through targeted client engagement strategies and competitive product offerings, rather than relying on wholesale funding sources.

Accrued expenses and other liabilities increased $3.3 million to $18.1 million at March 31, 2026 compared to $14.8 million at March 31, 2025. The increase was primarily due to an increase in outstanding balance in Trust sweep funds of $3.3 million at March 31, 2026, which was subsequently disbursed the following business day.

FHLB advances decreased $60.3 million to $16.1 million at March 31, 2026 compared to $76.4 million at March 31, 2025, as the Company used excess liquidity resulting from the sale of investment securities to pay down borrowings. FHLB advances at March 31, 2026 were comprised entirely of overnight advances. In contrast, FHLB advances at March 31, 2025 were comprised of overnight advances and short-term borrowings of $51.4 million and $25.0 million, respectively. While overall FHLB borrowing declined, the Company continued to strategically utilize available FHLB advances, particularly short-term advances, to support loan originations and manage liquidity in accordance with its asset/liability objectives.

Shareholders’ equity decreased $14.4 million to $145.6 million at March 31, 2026 from $160.0 million at March 31, 2025. The decrease was mainly attributable to the increase in the accumulated other comprehensive loss related to the change in unrealized holding losses on securities, net of tax, of $6.1 million, a net loss of $4.3 million, the repurchase of 514,009 shares of common stock totaling $2.7 million, and the payment of cash dividends totaling $1.7 million.

Comparison of Operating Results for the Years Ended March 31, 2026 and 2025

Net Income (Loss). The Company reported a net loss of $4.3 million, or ($0.21) per diluted share, for the fiscal year ended March 31, 2026, compared to net income of $4.9 million, or $0.23 per diluted share, for the fiscal year ended March 31, 2025. The net loss for the fiscal year ended March 31, 2026 was primarily due to the $11.4 million loss on sale of securities included in non-interest income, which resulted from the portfolio repositioning transaction completed in the fourth quarter of fiscal year 2026. Absent this transaction, the Company's underlying operating performance improved year over year, primarily reflecting an increase in net interest income of $4.0 million. Offsetting the improvement in net interest income were increases in non-interest expense of $3.4 million and provision for credit losses of $1.3 million. The increase in net interest income was primarily due to an increase in interest and fees on loans receivable of $4.4 million and a decrease in interest expense related to interest on borrowings of $2.4 million.

Net Interest Income. The Company’s profitability depends primarily on its net interest income, which is the difference between the income it receives on interest-earning assets and the interest paid on deposits and borrowings. When the rate earned on interest-earning assets equals or exceeds the rate paid on interest-bearing liabilities, this positive interest rate spread will generate net interest income. The Company’s results of operations are also significantly affected by general economic and competitive conditions, particularly changes in market interest rates, government legislation and regulation, and monetary and fiscal policies.

Net interest income for fiscal 2026 increased $4.0 million, or 11.0%, to $40.3 million compared to $36.3 million in fiscal 2025. The increase was due to an increase in interest and dividend income and a decrease in interest expense. Net interest margin for the fiscal year ended March 31, 2026 was 2.86% compared to 2.54% for the prior fiscal year. The increase in the net interest margin was primarily attributable to both the higher average balance and yield on net loans and the decrease in the average balance and yield on FHLB advances.

Interest and Dividend Income. Interest and dividend income increased $3.0 million to $62.0 million for the fiscal year ended March 31, 2026 from $59.0 million for the fiscal year ended March 31, 2025. The increase was primarily related to the increase in interest and fees on loans receivable due to the overall increase in average balance and yield on total net loans. Interest and fees on loans receivable increased $4.4 million to $55.0 million at March 31, 2026 compared to $50.6 million at March 31, 2025. The average balance of loans receivable increased $27.5 million to $1.07 billion compared to $1.04 billion at March 31, 2025. The average yield on loans increased 28 basis points to 5.13% at March 31, 2026 compared to 4.85% at March 31, 2025.

Interest earned on investment securities decreased $1.2 million for the fiscal year ended March 31, 2026, compared to the prior fiscal year. The decrease was primarily the result of a $48.4 million decline in the average balance of investment securities to $321.6 million for fiscal year ended March 31, 2026, compared to $370.0 million for fiscal year ended March 31, 2025. This decline reflects, in part, the Company’s portfolio repositioning during the fourth quarter of fiscal 2026, which included the sale of approximately $149.3 million of lower-yielding book value investment securities. The remaining decrease in the investment portfolio resulted from normal paydowns and maturities. The average yield on investment securities was 1.87% for the fiscal year ended March 31, 2026 compared to 1.96% for the prior fiscal year.

Interest Expense. Interest expense for the fiscal year ended March 31, 2026 totaled $21.7 million, a $958,000 or 4.2% decrease from $22.6 million for the fiscal year ended March 31, 2025.

Interest expense on deposits increased $1.4 million for the fiscal year ended March 31, 2026, compared to the prior fiscal year, primarily due to higher average rates and balances on interest checking and money market accounts. The average rate paid on interest checking accounts increased 23 basis points to 1.23%, while the average balance increased $35.6 million compared to the prior fiscal year. The average rate paid on money market accounts increased 16 basis points to 2.02%, while the average balance increased $2.6 million to $226.7 million. Partially offsetting these increases, the average rate paid on certificates of deposit decreased 33 basis points to 3.45%, reflecting the repricing of higher-rate certificates at current market rates, while the average balance increased $18.7 million to $240.4 million, resulting in certificates of deposit interest expense that was essentially unchanged from the prior fiscal year. The average rate paid on all interest-bearing deposits increased eight basis points to 1.82% compared to 1.74% for the prior fiscal year.

Interest expense on borrowings decreased $2.4 million for the fiscal year ended March 31, 2026 compared to the prior fiscal year due primarily to both a decrease in the average balance of FHLB advances and lower rates on FHLB advances and junior subordinated debentures. The average balance of FHLB advances decreased $31.5 million to $67.5 million, reflecting reduced reliance on borrowings as deposit balances grew and securities sale proceeds provided additional liquidity. The average rate paid on FHLB advances decreased 76 basis points to 4.41% and the average rate paid on junior subordinated debentures decreased 93 basis points to 6.57%, both reflecting the decline in short-term market interest rates resulting from Federal Reserve rate reductions during the fiscal year.

Provision for credit losses. The Company recorded a provision for credit losses of $1.3 million for the fiscal year ended March 31, 2026 compared to $100,000 for the fiscal year ended March 31, 2025. The provision recorded in fiscal 2026 primarily reflects growth in the loan portfolio and charge-offs recognized during the fiscal year. During the fourth quarter of fiscal year 2026, nonperforming loans increased approximately $7.6 million, primarily due to an increase in non-accrual commercial real estate loans of approximately $7.1 million. These loans are collateral dependent. The increase in nonperforming loans primarily reflects the circumstances of this specific borrower rather than broader weakness in the commercial real estate loan category. Expected credit loss estimates incorporate a variety of qualitative and quantitative factors, including borrower-specific information, changes in internal risk ratings, projected delinquencies, and the anticipated effects of economic conditions on borrowers’ ability to repay.

At March 31, 2026, the ACL totaled $15.2 million, or 1.40% of total loans, compared to $15.4 million, or 1.45% of total loans at March 31, 2025. The decline in the ACL balance reflects the $1.3 million of net charge-offs recognized during the fiscal year, partially offset by the provision recorded. The coverage ratio of ACL to nonperforming loans was 196% at March 31, 2026 compared to 9,900% at March 31, 2025, with the decline reflecting the significant increase in nonperforming loans during the fiscal year 2026 rather than any deterioration in the overall adequacy of the ACL. The Company continues to actively monitor the identified credit relationships and does not currently anticipate losses beyond amounts already reflected in the ACL.

Non-Interest Income. Non-interest income decreased $11.5 million to $2.7 million for the fiscal year ended March 31, 2026 from $14.3 million for fiscal year 2025. The decrease was attributable to the $11.4 million loss on the sale of investment securities. Other changes in non-interest income during the fiscal year ended March 31, 2026 compared to the same prior year period include an increase in fees and service charges of $269,000 due to higher non-sufficient fund charges and increases in asset management fees of $328,000 primarily due to increases in irrevocable trust fees of $159,000 and agency fees of $122,000. Other non-interest income decreased $552,000 for fiscal year 2026 compared to the prior fiscal year, primarily due to $844,000 in litigation settlement recoveries recognized in fiscal year 2025 that did not recur in fiscal year 2026, partially offset by $294,000 employee retention credit in the current fiscal year.

Non-Interest Expense. Non-interest expense increased $3.4 million to $47.7 million for the year ended March 31, 2026 from $44.3 million for fiscal 2025. The increase was primarily due to higher salaries and employee benefits of $2.7 million, due to the expansion of our business banking teams and the filling of key positions aligned with our growth objectives. Other non-interest expense increased $792,000 compared to prior fiscal year, primarily due to a one-time business and occupation tax assessment of $248,000 and a decrease in fraud recoveries of $243,000. Data processing expense increased $280,000 for fiscal year 2026 compared to the prior fiscal year, reflecting continued investment in technology infrastructure. These increases were partially offset by a decrease in marketing expenses and professional services of $219,000 and $218,000, respectively.

Income Taxes. The Company recorded an income tax benefit of $1.5 million for the fiscal year ended March 31, 2026 compared to a provision for income taxes of $1.3 million for the fiscal year ended March 31, 2025. The tax benefit reflects the pre-tax loss of $5.8 million for fiscal year 2026, which was primarily driven by the $11.4 million pre-tax loss on the sale of investment securities. The effective tax rate was (25.6%) for the fiscal year ended March 31, 2026, applied against a pre-tax loss, compared to an effective tax rate of 21.4% applied against pre-tax income for the fiscal year ended March 31, 2025.

The net deferred tax asset increased $3.5 million to $12.1 million at March 31, 2026, reflecting the tax effect of the current year pre-tax loss and the increase in unrealized losses in accumulated other comprehensive loss. Management evaluated the realizability of this asset and concluded that no valuation allowance was required, as it is more likely than not that the deferred tax asset will be fully realized based on projected future taxable income and available tax planning strategies. See “Note 10. Income Taxes” for further discussion of the Company’s income taxes.

Comparison of Operating Results for the Years Ended March 31, 2025 and 2024

See Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, previously filed with the SEC.

Average Balance Sheet. The following table sets forth, for the periods indicated, information regarding average balances of assets and liabilities as well as the total dollar amounts of interest income earned on average interest-earning assets and interest expense paid on average interest-bearing liabilities, resultant yields, interest rate spread, ratio of interest-earning assets to interest-bearing liabilities and net interest margin. Average balances for a period have been calculated using daily average balances during such period. Non-accruing loans were included in the average loan amounts outstanding. Loan fees, net, of $1.8 million, $1.4 million and $1.3 million were included in interest income for the years ended March 31, 2026, 2025 and 2024, respectively.

(Dollars in thousands)

​ ​ ​ ​ ​ ​ ​ Interest-earning assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended March 31, 2026 ​ ​ Average Balance ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest and Dividends ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Yield/ ​ Cost ​ ​ ​ ​ ​ ​ 2025 ​ ​ Average Balance ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest and Dividends ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Yield/ ​ Cost ​ ​ ​ ​ ​ ​ 2024 ​ ​ Average Balance ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest and Dividends ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Yield/ Cost ​ ​
Mortgage loans ​ $797,693 ​ $41,132 ​ 5.16% $780,947 ​ $37,882 ​ 4.85% $758,809 ​ $34,523 ​ 4.55%
Non-mortgage loans ​ 274,208 ​ 13,885 ​ 5.06 ​ 263,423 ​ 12,739 ​ 4.84 ​ 252,611 ​ 11,508 ​ 4.56 ​
Total net loans (1) ​ 1,071,901 ​ 55,017 ​ 5.13 ​ 1,044,370 ​ 50,621 ​ 4.85 ​ 1,011,420 ​ 46,031 ​ 4.55 ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Investment securities (2) ​ 321,616 ​ 6,027 ​ 1.87 ​ 370,027 ​ 7,260 ​ 1.96 ​ 461,055 ​ 9,315 ​ 2.02 ​
Interest-bearing deposits in other banks ​ 16,506 ​ 639 ​ 3.87 ​ 12,429 ​ 600 ​ 4.83 ​ 10,956 ​ 566 ​ 5.16 ​
Other earning assets ​ 4,779 ​ 406 ​ 8.50 ​ 6,244 ​ 563 ​ 9.02 ​ 8,571 ​ 726 ​ 8.47 ​
Total interest-earning assets ​ 1,414,802 ​ 62,089 ​ 4.39 ​ 1,433,070 ​ 59,044 ​ 4.12 ​ 1,492,002 ​ 56,638 ​ 3.80 ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Non-interest-earning assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Office properties and equipment, net ​ 22,795 ​ ​ ​ ​ ​ ​ 23,198 ​ ​ ​ ​ ​ ​ 23,337 ​ ​ ​ ​ ​ ​
Other non-interest-earning assets ​ 67,237 ​ ​ ​ ​ ​ ​ 64,714 ​ ​ ​ ​ ​ ​ 60,044 ​ ​ ​ ​ ​ ​
Total assets ​ $1,504,834 ​ ​ ​ ​ ​ ​ $1,520,982 ​ ​ ​ ​ ​ ​ $1,575,383 ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Interest-bearing liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Savings accounts ​ $158,630 ​ $220 0.14% $175,102 ​ $170 0.10% $217,538 ​ $132 0.06%
Interest checking accounts ​ 297,025 ​ 3,660 1.23 ​ 261,475 ​ 2,606 1.00 ​ 243,904 ​ 785 0.32 ​
Money market accounts ​ 226,712 ​ 4,569 2.02 ​ 224,076 ​ 4,162 1.86 ​ 233,749 ​ 2,860 1.22 ​
Certificates of deposit ​ 240,377 ​ 8,300 3.45 ​ 221,725 ​ 8,375 3.78 ​ 157,126 ​ 4,508 2.87 ​
Total interest-bearing deposits ​ 922,744 ​ 16,749 1.82 ​ 882,378 ​ 15,313 1.74 ​ 852,317 ​ 8,285 0.97 ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Junior subordinated debentures ​ 27,132 ​ 1,783 6.57 ​ 27,045 ​ 2,029 7.50 ​ 26,959 ​ 2,109 7.82 ​
FHLB advances ​ ​ 67,538 ​ ​ 2,980 ​ 4.41 ​ ​ 99,020 ​ ​ 5,123 ​ 5.17 ​ ​ 146,555 ​ ​ 7,917 ​ 5.40 ​
Other interest-bearing liabilities ​ 2,074 ​ 148 7.14 ​ 2,147 ​ 153 7.13 ​ 2,211 ​ 158 7.15 ​
Total interest-bearing liabilities ​ 1,019,488 ​ 21,660 2.12 ​ 1,010,590 ​ 22,618 2.24 ​ 1,028,042 ​ 18,469 1.80 ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Non-interest-bearing liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Non-interest-bearing deposits ​ 308,606 ​ ​ ​ ​ ​ ​ 337,741 ​ ​ ​ ​ ​ ​ 376,694 ​ ​ ​ ​ ​ ​
Other liabilities ​ 13,139 ​ ​ ​ ​ ​ ​ 14,081 ​ ​ ​ ​ ​ ​ 14,510 ​ ​ ​ ​ ​ ​
Total liabilities ​ 1,341,233 ​ ​ ​ ​ ​ ​ 1,362,412 ​ ​ ​ ​ ​ ​ 1,419,246 ​ ​ ​ ​ ​ ​
Shareholders’ equity ​ 163,601 ​ ​ ​ ​ ​ ​ 158,570 ​ ​ ​ ​ ​ ​ 156,137 ​ ​ ​ ​ ​ ​
Total liabilities and shareholders’ equity ​ $1,504,834 ​ ​ ​ ​ ​ ​ $1,520,982 ​ ​ ​ ​ ​ ​ $1,575,383 ​ ​ ​ ​ ​ ​
Net interest income ​ ​ ​ ​ $40,429 ​ ​ ​ ​ ​ ​ $36,426 ​ ​ ​ ​ ​ ​ $38,169 ​ ​ ​
Interest rate spread ​ ​ ​ ​ 2.27% ​ ​ ​ 1.88% ​ ​ ​ 2.00%
Net interest margin ​ ​ ​ ​ 2.86% ​ ​ ​ 2.54% ​ ​ ​ 2.56%
Ratio of average interest-earning assets to average interest-bearing liabilities ​ ​ ​ ​ 138.78% ​ ​ ​ 141.81% ​ ​ ​ 145.13%
Tax-Equivalent Adjustment (3) ​ ​ ​ ​ $81 ​ ​ ​ ​ ​ ​ $82 ​ ​ ​ ​ ​ ​ $83 ​ ​ ​

(1) Includes non-accrual loans.

(2) For purposes of the computation of average yield on investment securities available for sale, historical cost balances were utilized; therefore, the yield information does not give effect to changes in fair value that are reflected as a component of shareholders’ equity.

(3) Tax-equivalent adjustment relates to non-taxable investment interest income calculated based on a combined federal and state tax rate of 24% for all three years.

Rate/Volume Analysis

The following table sets forth the effects of changing rates and volumes on net interest income of the Company for the fiscal year ended March 31, 2026 compared to the fiscal year ended March 31, 2025, and the fiscal year ended March 31, 2025 compared to the fiscal year ended March 31, 2024. Information is provided with respect to: (i) effects on interest income attributable to changes in volume (changes in volume multiplied by prior rate); (ii) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume); and (iii) changes in rate/volume (change in rate multiplied by change in volume). Variances that were insignificant have been allocated based upon the percentage relationship of changes in volume and changes in rate to the total net change (in thousands). The changes noted in the table below include tax equivalent adjustments, and as a result, will not agree to the amounts reflected on the Company’s consolidated statements of income (loss) for the categories that have been adjusted to reflect tax equivalent income.

​ ​ ​ ​ ​ ​ ​ Interest Income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended March 31, 2026 vs 2025 Increase (Decrease) Due to ​ ​ ​ ​ Volume ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Increase (Decrease) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 vs. 2024 Increase (Decrease) Due to ​ ​ ​ ​ Volume ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Increase ​ ​
Mortgage loans ​ $816 ​ $2,434 ​ $3,250 ​ $1,030 ​ $2,329 ​ $3,359
Non-mortgage loans ​ 543 ​ 603 ​ 1,146 ​ 506 ​ 725 ​ 1,231
Investment securities (1) ​ (912) ​ (320) ​ (1,232) ​ (1,786) ​ (269) ​ (2,055)
Interest-earning deposits in other banks ​ 173 ​ (134) ​ 39 ​ 72 ​ (38) ​ 34
Other earning assets ​ (126) ​ (31) ​ (157) ​ (207) ​ 44 ​ (163)
Total interest income ​ 494 ​ 2,552 ​ 3,046 ​ (385) ​ 2,791 ​ 2,406
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Interest Expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Regular savings accounts ​ (17) ​ 67 ​ 50 ​ (30) ​ 68 ​ 38
Interest checking accounts ​ 392 ​ 662 ​ 1,054 ​ 59 ​ 1,762 ​ 1,821
Money market accounts ​ 49 ​ 358 ​ 407 ​ (124) ​ 1,426 ​ 1,302
Certificates of deposit ​ 681 ​ (756) ​ (75) ​ 2,183 ​ 1,684 ​ 3,867
Junior subordinated debentures ​ ​ 7 ​ (253) ​ ​ (246) ​ ​ 7 ​ ​ (87) ​ ​ (80)
FHLB advances ​ ​ (1,465) ​ (678) ​ ​ (2,143) ​ ​ (2,470) ​ ​ (324) ​ ​ (2,794)
Other interest-bearing liabilities ​ (5) ​ — ​ (5) ​ (5) ​ — ​ (5)
Total interest expense ​ (358) ​ (600) ​ (958) ​ (380) ​ 4,529 ​ 4,149
Net interest income ​ $852 ​ $3,152 ​ $4,004 ​ $(5) ​ $(1,738) ​ $(1,743)

(1) Interest on municipal securities is presented on a fully tax-equivalent basis.

Asset and Liability Management

The Company’s principal financial objective is to achieve long-term profitability while reducing its exposure to fluctuating market interest rates. The Company has sought to reduce the exposure of its earnings to changes in market interest rates by attempting to manage the difference between asset and liability maturities and interest rates. The principal element in achieving this objective is to increase the interest rate sensitivity of the Company’s interest-earning assets and interest-bearing liabilities. Interest rate sensitivity increases by originating and purchasing portfolio loans with interest rates subject to periodic adjustment to market conditions and fixed rate loans with shorter terms to maturity. The Company relies on retail deposits as its primary source of funds, but also has access to FHLB advances, FRB borrowings, and other wholesale facilities, as needed. Management believes retail deposits reduce the effects of interest rate fluctuations because they generally represent a stable source of funds. As part of its interest rate risk management strategy, the Company promotes transaction accounts and certificates of deposit with terms up to ten years.

The Company has adopted a strategy that is designed to maintain or improve the interest rate sensitivity of assets relative to its liabilities. The primary elements of this strategy involve: (i) originating adjustable rate loans; (ii) increasing commercial loans, consumer loans that are adjustable rate and other short-term loans as a portion of total net loans receivable because of their generally shorter terms and higher yields than real estate one-to-four family loans; (iii) matching asset and liability maturities; and (iv) investing in short-term securities. The strategy for liabilities has been to shorten the maturities for both deposits and borrowings. The Company’s longer-term objective is to increase the proportion of non-interest-bearing demand deposits, low interest- bearing demand deposits, money market accounts, and savings deposits relative to certificates of deposit to reduce the Company’s overall cost of funds, however the deposit mix during fiscal year 2026 moved in the opposite direction as depositors sought higher-yielding products, consistent with broader industry trends.

Consumer loans, such as home equity lines of credit and installment loans, commercial loans and construction loans typically have shorter terms and higher yields than real estate one-to-four family loans, and accordingly reduce the Company’s exposure to fluctuations in interest rates. Adjustable interest rate loans totaled $494.3 million or 45.25% of total loans at March 31, 2026, as compared to $477.8 million or 44.97% of total loans at March 31, 2025. Although the Company has sought to originate adjustable rate loans, the ability to originate and purchase such loans depends to a great extent on market interest rates and borrowers’ preferences. Particularly in lower interest rate environments, borrowers often prefer to obtain fixed-rate loans. See Item 1. “Business - Lending Activities – Real Estate Construction “ and “- Lending Activities - Consumer Lending.”

The Company may also invest in short-term to medium-term U.S. Government securities as well as mortgage-backed securities issued or guaranteed by U.S. Government agencies. At March 31, 2026, the combined investment portfolio of $154.8 million had an average life of 7.1 years, reflecting the composition of the repositioned portfolio following the investment securities sales completed during the fourth quarter of fiscal year 2026. Adjustable rate mortgage-backed securities totaled $1.8 million at March 31, 2026 compared to $2.2 million at March 31, 2025. See Item 1. “Business – Investment Activities” for additional information.

Liquidity and Capital Resources

Liquidity is essential to our business. The objective of the Bank’s liquidity management is to maintain ample cash flows to meet obligations for depositor withdrawals, to fund the borrowing needs of loan clients, and to fund ongoing operations. Core relationship deposits are the primary source of the Bank’s liquidity. As such, the Bank focuses on deposit relationships with local consumer and business clients who maintain multiple accounts and services at the Bank.

Liquidity management is both a short and long-term responsibility of the Company’s management. The Company adjusts its investments in liquid assets based upon management’s assessment of (i) expected loan demand, (ii) projected loan sales, (iii) expected deposit flows, (iv) yields available on interest-bearing deposits and (v) asset/liability management program objectives. Excess liquidity is invested generally in interest-bearing overnight deposits and other short-term government and agency obligations. If the Company requires funds beyond its ability to generate them internally, it has additional diversified and reliable sources of funds with the FHLB, the FRB and other wholesale facilities. These sources of funds may be used on a long or short-term basis to compensate for a reduction in other sources of funds or on a long-term basis to support lending activities.

The Company’s primary sources of funds are client deposits, proceeds from principal and interest payments on loans, proceeds from the sale of loans, maturing securities, FHLB advances and FRB borrowings. While maturities and scheduled amortization of loans and securities are a predictable source of funds, deposit flows and prepayment of mortgage loans and mortgage-backed securities are greatly influenced by general interest rates, economic conditions and competition. Management believes that its focus on core relationship deposits coupled with access to borrowing through reliable counterparties provides reasonable and prudent assurance that ample liquidity is available. However, depositor or counterparty behavior could change in response to competition, economic or market situations or other unforeseen circumstances, which could have liquidity implications that may require different strategic or operational actions.

The Company must maintain an adequate level of liquidity to ensure the availability of sufficient funds for loan originations, deposit withdrawals and continuing operations, satisfy other financial commitments and take advantage of investment opportunities. Deposits increased $21.9 million during the fiscal year ended March 31, 2026, providing a stable funding base. The elevated level of cash and liquid assets at March 31, 2026 reflects securities sale proceeds that had not yet been fully redeployed into loans or investment securities as of year-end. At March 31, 2026 cash and cash equivalents and available for sale investment securities totaled $271.6 million, or 18.6% of total assets. Management believes that the Company’s securities portfolio is of high quality and generally marketable. The level of liquid assets is influenced by the Company’s operating, financing, lending, and investing activities during any given period. In addition to these primary sources of funds, the Bank has several secondary borrowing sources available to meet potential funding requirements, including FRB borrowings and FHLB advances. At March 31, 2026, the Bank had no advances from the FRB and maintained a credit facility with the FRB with available borrowing capacity of $225.7 million, subject to sufficient collateral. FHLB advances totaled $16.1 million at the same date, with additional borrowing capacity of $268.0 million, also subject to adequate collateral and stock investment. At March 31, 2026, the Bank had sufficient unpledged collateral to allow it to utilize its available borrowing capacity from the FRB and the FHLB. Borrowing capacity may, however, fluctuate based on the quality and risk rating of pledged loan collateral, and counterparties may adjust discount rates applied to such collateral at their discretion.

An additional source of wholesale funding includes brokered certificates of deposit. While the Company has utilized brokered deposits from time to time, the Company historically has not extensively relied on brokered deposits to fund its operations. At March 31, 2026 and 2025, the Bank had no wholesale brokered deposits. The Bank also participates in the CDARS and ICS deposit products, which allow the Company to accept deposits in excess of the FDIC insurance limit for a depositor and obtain “pass-through” insurance for the total deposit. The Bank’s CDARS and ICS balances were $30.2 million, or 2.4% of total deposits, and $36.0 million, or 2.9% of total deposits, at March 31, 2026 and 2025, respectively. The combination of all the Bank’s funding sources gives the Bank available liquidity of $968.9 million, or 66.2% of total assets at March 31, 2026.

At March 31, 2026, the Company had total commitments of $131.5 million, which included commitments to extend credit of $7.2 million, unused lines of credit totaling $108.5 million, undisbursed construction loans totaling $14.2 million, and standby letters of credit totaling $1.6 million. For additional information regarding future financial commitments, see Note 16 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K. The Company anticipates that it will have sufficient funds available to meet current loan commitments. Certificates of deposit that are scheduled to mature in less than one year from March 31, 2026 totaled $245.0 million. Historically, the Bank has been able to retain a significant amount of its deposits as they mature. Partially offsetting these cash outflows are scheduled loan maturities of less than one year totaling $54.7 million at March 31, 2026.

The Company incurs capital expenditures on an ongoing basis to expand and improve its product offerings, enhance and modernize its technology infrastructure, and to introduce new technology-based products to compete effectively in its markets. The Company evaluates capital expenditure projects based on a variety of factors, including expected strategic impacts (such as forecasted impact on revenue growth, productivity, expenses, service levels and client retention) and its expected return on investment. The amount of capital investment is influenced by, among other things, current and projected demand for its services and products, cash flow generated by operating activities, cash required for other purposes and regulatory considerations. Based on its current capital allocation objectives, during fiscal 2027 the Company expects cash expenditures of approximately $2.2 million for capital investment in premises and equipment.

Riverview, as a separate legal entity from the Bank, must provide for its own liquidity. Sources of capital and liquidity for Riverview include distributions from the Bank and the issuance of debt or equity securities. Dividends and other capital distributions from the Bank are subject to regulatory notice. Management currently expects to continue the Company’s current practice of paying quarterly cash dividends on its common stock subject to the Board of Directors’ discretion to modify or terminate this practice at any time and for any reason without prior notice. The current quarterly common stock dividend rate is $0.02 per share, as approved by the Board of Directors, which management believes is a dividend rate per share which enables the Company to balance our multiple objectives of managing and investing in the Bank and returning a substantial portion of the Company’s cash to its shareholders. Assuming continued payment during fiscal year 2027 at this rate of $0.02 per share, average total dividends paid each quarter would be approximately $411,000 based on the number of the Company’s outstanding shares at March 31, 2026. At March 31, 2026, Riverview had $3.7 million in cash to meet its liquidity needs.

Bank holding companies and federally insured state-chartered banks are required to maintain minimum levels of regulatory capital. At March 31, 2026, Riverview and the Bank were in compliance with all applicable capital requirements. For additional information, see Note 12 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K and Item 1. Business – Regulation and Supervision of the Bank.

New Accounting Pronouncements

For a discussion of new accounting pronouncements and their impact on the Company, see Note 1 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.

Market risk

As filed, 5,271 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

The Company’s financial condition and operations are influenced significantly by general economic conditions, including the absolute level of interest rates as well as changes in interest rates and the slope of the yield curve. The Company’s profitability is dependent to a large extent on net interest income, which is the difference between interest received on interest-earning assets and interest paid on interest-bearing liabilities. Interest rate risk is the risk that changes in market interest rates will adversely affect the Company’s earnings and underlying economic value and is the primary market risk affecting the Company’s financial performance. Interest rate risk is determined by the maturity and repricing characteristics of the Company’s assets, liabilities and off-balance-sheet contracts.

The Company’s Asset/Liability Management Committee (“ALCO”) is responsible for monitoring and managing interest rate risk exposure to determine the level of risk appropriate given our operating environment, business plan strategies, performance objectives, capital and liquidity constraints, and asset and liability allocation alternatives; and to manage our interest rate risk consistent with regulatory guidelines and policies approved by the Board of Directors. The ALCO monitors interest rate sensitivity, asset and liability allocation, liquidity and capital positions, and local and national economic conditions, and seeks to structure the loan and investment portfolios and funding sources to maximize earnings within acceptable risk tolerances. The Company does not maintain a trading account for any class of financial instrument, nor does it engage in hedging activities or purchase high-risk derivative instruments. The Company is not subject to foreign currency exchange rate risk or commodity price risk.

The Company's interest rate risk simulation model measures the impact on net interest income of changes in market interest rates over 12 and 24-month horizons under several instantaneous rate change scenarios. Key assumptions in the model include cash flows and maturities of financial instruments, changes in market conditions, loan volumes and pricing, deposit sensitivity, consumer preferences and management’s capital leverage plans. These assumptions are inherently uncertain and the model cannot precisely estimate net interest income or predict the impact of interest rate changes on net interest income. Actual results may differ significantly from simulated results due to the timing, magnitude and frequency of interest rate changes and changes in market conditions and management strategies.

The following table shows the approximate percentage change in net interest income over 12 and 24-month periods under several instantaneous interest rate change scenarios as of March 31, 2026:

​ ​ ​ Change in interest rates ​ ​ ​ ​ ​ ​ ​ ​ Percent change in net ​ interest income (12 ​ months) ​ ​ ​ ​ ​ Percent change in net interest income (24 months)
Up 400 basis points ​ (13.2)% 1.4%
Up 300 basis points (10.0)% 2.1%
Up 200 basis points (6.8)% 2.8%
Up 100 basis points (3.1)% 4.8%
Base case — —%
Down 100 basis points ​ 1.4% 3.0%
Down 200 basis points ​ 1.8% (1.1)%
Down 300 basis points ​ 2.1% (1.4)%

As of March 31, 2026, the Company’s interest rate risk simulation model indicates that net interest income is more negatively affected by rising interest rates than positively impacted by falling rates over the near term. In a rising interest rate environment, net interest income is projected to decline over the first 12 months, as interest-bearing liabilities are expected to reprice more quickly than interest-earning assets, reflecting the significant proportion of fixed-rate loans in the portfolio. For example, a 200 basis point increase in rates is projected to reduce net interest income by 6.8% over the first 12 months. Over a 24-month horizon, however, the model projects net interest income to recover and improve across all rising rate scenarios as interest-earning assets reprice, with a 200 basis point increase projected to produce a 2.8% improvement in net interest income. In a falling interest rate environment, net interest income is projected to increase modestly over the near term as interest-bearing liabilities reprice downward more rapidly than interest-earning assets, though in steeper rate decrease scenarios over 24 months, the benefit is reduced or reversed as interest-earning assets also reprice lower.

The simulation model is subject to inherent limitations. Assets and liabilities with similar maturities or repricing characteristics may respond differently to changes in market interest rates. Some rates may change in anticipation of or lag behind market rate movements, while others, such as ARM loans, include caps and floors that limit near-term rate adjustments. Changes in interest rates may also materially alter client behavior, such as prepayment speeds on loans or early withdrawals from time deposits, which may deviate significantly from the assumptions used in the model. As such, actual results could differ materially from those projected by the model.

Controls and procedures

As filed, 4,337 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

(a) Evaluation of Disclosure Controls and Procedures: An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (“Exchange Act”)) was carried out under the supervision and with the participation of the Company’s Chief Executive Officer (principal executive officer), Chief Financial Officer (principal financial officer) and several other members of the Company’s senior management as of the end of the period covered by this annual report. The Company’s Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2026, the Company’s disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

While the Company believes the present design of its disclosure controls and procedures is effective to achieve its goal, future events affecting its business may cause the Company to modify its disclosure controls and procedures. The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent all errors and fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns in controls or procedures can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any control procedure is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements attributable to errors or fraud may occur and not be detected.

(b) Changes in Internal Controls: There was no change in the Company’s internal control over financial reporting during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(c) Management’s Annual Report on Internal Control Over Financial Reporting: The management of Riverview Bancorp, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. This internal control system has been designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of the Company’s published consolidated financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The management of Riverview Bancorp, Inc. has assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2026. To make the assessment, we used the criteria for effective internal control over financial reporting described in Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment, we have concluded that, as of March 31, 2026, the Company’s internal control over financial reporting was effective based on those criteria.

Figures reported in this filing

Standardized line items from the XBRL in this filing, for the period ended 2026-03-31. Comparative periods it repeats are left out.

Figures reported in this filing
Line itemPeriodValueXBRL concept
Income tax3 months2026-01-01 to 2026-03-31−$2.5mus-gaap:IncomeTaxExpenseBenefit
Income tax12 months2025-04-01 to 2026-03-31−$1.5mus-gaap:IncomeTaxExpenseBenefit
Net income3 months2026-01-01 to 2026-03-31−$8.0mus-gaap:NetIncomeLoss
Net income12 months2025-04-01 to 2026-03-31−$4.3mus-gaap:NetIncomeLoss
Diluted EPS3 months2026-01-01 to 2026-03-31−$0.39us-gaap:EarningsPerShareDiluted
Diluted EPS12 months2025-04-01 to 2026-03-31−$0.21us-gaap:EarningsPerShareDiluted
Basic EPS3 months2026-01-01 to 2026-03-31−$0.39us-gaap:EarningsPerShareBasic
Basic EPS12 months2025-04-01 to 2026-03-31−$0.21us-gaap:EarningsPerShareBasic
Diluted shares (weighted)12 months2025-04-01 to 2026-03-3120,839,900 sharesus-gaap:WeightedAverageNumberOfDilutedSharesOutstanding
Operating cash flow12 months2025-04-01 to 2026-03-31$12.0mus-gaap:NetCashProvidedByUsedInOperatingActivities
Capital expenditure12 months2025-04-01 to 2026-03-31$789.0kus-gaap:PaymentsToAcquireProductiveAssets
Dividends paid12 months2025-04-01 to 2026-03-31$1.7mus-gaap:PaymentsOfDividends
Share repurchases12 months2025-04-01 to 2026-03-31$2.7mus-gaap:PaymentsForRepurchaseOfCommonStock
Cash and equivalentsAt period end2026-03-31$116.9mus-gaap:CashAndCashEquivalentsAtCarryingValue
Total assetsAt period end2026-03-31$1.46bnus-gaap:Assets
Total liabilitiesAt period end2026-03-31$1.32bnus-gaap:Liabilities
Shareholders' equityAt period end2026-03-31$145.6mus-gaap:StockholdersEquity

Source: SEC EDGAR, the filing index for accession 0001041368-26-000007. Last ingested by Listed: Nov 5, 2026, 20:48 ET. Listed shows no prices and gives no investment advice.