Broadway Financial Corp \de\: Form 10-Q for the period ended Sep 30, 2025

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Our MD&A should be read in conjunction with the Consolidated Financial Statements and related Notes included in Part I, Item 1 “Financial Statements,” of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K/A for the year ended December 31, 2024, as amended (the “2024 Form 10-K”). Certain statements herein are forward-looking statements within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the U.S. Securities Act of 1933, as amended that reflect our current views with respect to future events and financial performance. Forward-looking statements typically include words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “potential,” “continue,” “prospects,” “ability,” “looking,” “forward,” “invest,” “grow,” “improve,” “likely” and other similar expressions. These forward-looking statements are subject to risks and uncertainties, which could cause actual future results to differ materially from historical results or from those anticipated or implied by such statements. Readers should not place undue reliance on these forward-looking statements, which speak only as of their dates or, if no date is provided, then as of the date of this Form 10-Q. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law. The unaudited interim consolidated financial statements for the quarter ended September 30, 2024 and consolidated financial statements for the fiscal year ended December 31, 2024 presented herein are as restated.

Critical Accounting Policies and Estimates

Critical accounting policies are those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations under different assumptions and conditions. This discussion highlights those accounting policies that management considers critical. All accounting policies are important; therefore, you are encouraged to review each of the policies included in Note 1 “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements in our 2024 Form 10-K/A to gain a better understanding of how our financial performance is measured and reported. Management has identified the Company’s critical accounting policies as follows:

Allowance for Credit Losses (“ACL”) for Loans

The Company accounts for credit losses on loans in accordance with ASC 326, which requires the Company to record an estimate of expected lifetime credit losses for loans at the time of origination or acquisition. The ACL is maintained at a level deemed appropriate by management to provide for expected credit losses in the portfolio as of the date of the consolidated statements of financial condition. Estimating expected credit losses requires management to use relevant forward-looking information, including the use of reasonable and supportable forecasts. The measurement of the ACL is performed by collectively evaluating loans with similar risk characteristics. The Company measures the ACL for each of its loan segments using the weighted-average remaining maturity (“WARM”) method. The weighted average remaining life, including the effect of estimated prepayments, is calculated for each loan pool on a quarterly basis. The Company then estimates a loss rate for each pool using both its own historical loss experience and the historical losses of a group of peer institutions. The Company’s ACL model also includes adjustments for qualitative factors, where appropriate.

Certain loans, such as those that are nonperforming or are considered to be collateral dependent, are deemed to no longer possess risk characteristics similar to other loans in the loan portfolio, because the specific attributes and risks associated with the loan have likely become unique as the credit quality of the loan deteriorates. As such, these loans may require individual evaluation to determine an appropriate ACL for the loan. When a loan is individually evaluated, the Company typically measures the expected credit loss for the loan based on a discounted cash flow approach, unless the loan has been deemed collateral dependent in which case the ACL is determined using estimates of the fair value of the underlying collateral, less estimated selling costs.

Goodwill

The excess of consideration paid over fair value of net assets acquired for acquisitions is recorded as goodwill. Goodwill is not amortized but is tested at least annually for impairment or more frequently if events occur or circumstances change that indicate impairment may exist. A goodwill impairment test is performed by comparing the fair value of the reporting unit with its carrying value. An impairment charge is recorded for the amount by which the carrying amount exceeds the reporting unit’s fair value. A weighted average of both the market and income approaches is used in valuing the reporting unit’s fair value. Weightings are assigned to the approaches regarding fair value and the sensitivity of other weighting scenarios is considered. The market approach incorporates comparable public company information, valuation multiples and consideration of a market control premium along with data related to comparable observed purchase transactions in the financial services industry. The income approach consists of discounting projected future cash flows, which are derived from internal forecasts and economic expectations for the reporting unit. The significant inputs and assumptions for the income approach include a discount rate and projected earnings of the Company in future years for which there is inherent uncertainty. The sensitivity of a range of reasonable discount rates based on the current economic environment is considered.

Overview

Total assets increased by $682 thousand at September 30, 2025 compared to December 31, 2024, reflecting increases in securities available-for-sale of $40.1 million, bank owned life insurance of $20.1 million and loans receivable held for investment, net of the ACL, of $13.2 million, all primarily due to purchases, partially offset by decreases in cash and cash equivalents of $41.6 million, goodwill of $25.9 million, as goodwill was considered to be impaired during the quarter, and FHLB stock of $3.6 million.

Loans receivable held for investment, net of the ACL, increased by $13.2 million to $1.0 billion at September 30, 2025, compared to $1.0 billion at December 31, 2024. The increase was primarily due to loan purchases.

Deposits increased by $103.8 million, or 13.9%, to $849.2 million at September 30, 2025, from $745.4 million at December 31, 2024. The increase in deposits was attributable to an increase of $72.9 million in certificates of deposit accounts, $26.8 million in liquid deposits (demand, interest checking, and money market accounts), $8.0 million in Insured Cash Sweep (“ICS”) deposits and $4.0 million in Certificate of Deposit Registry Service (“CDARS”) deposits, partially offset by a $7.9 million decrease in savings deposits. As of September 30, 2025, our uninsured deposits, including deposits from the Bank and other affiliates, represented 36% of our total deposits, compared to 32% as of December 31, 2024.

Total borrowings decreased by $89.2 million to $137.7 million at September 30, 2025, from $226.9 million at December 31, 2024, primarily due to an $88.0 million decrease in FHLB advances.

For the third quarter of 2025, the Company reported consolidated net loss attributable to common stockholders of $24.6 million after preferred dividends of $750 thousand and goodwill impairment of $25.9 million, compared to net loss attributable to common stockholders of $234 thousand for the third quarter of 2024 after preferred dividends of $750 thousand. Loss per diluted common share was ($3.23) for the third quarter of 2025, compared to ($0.03) of loss per diluted common share for the third quarter of 2024. Consolidated net income before preferred dividends and goodwill impairment was $2.0 million, or $0.26 per diluted share, for the third quarter of 2025, compared to consolidated net income of $516 thousand, or $0.06 per diluted share, for the third quarter of 2024. Diluted loss per common share for the third quarter of 2025 reflects preferred dividends of ($0.10) per diluted common share and goodwill impairment of ($3.39) per diluted common share. “Net income before preferred dividends and goodwill impairment” and “Earnings per common share – diluted before preferred dividends and goodwill impairment” are considered to be non-GAAP measures. See “Use of Non-GAAP Financial Measures” section of this Form 10-Q for a reconciliation of these amounts to the associated GAAP financial measure.

For the first nine months of 2025, the Company reported consolidated net loss attributable to common stockholders of $28.1 million after preferred dividends of $2.3 million and goodwill impairment of $25.9 million, compared to net loss attributable to common stockholders of $199 thousand for the first nine months of 2024 after preferred dividends of $817 thousand. Diluted loss per common share was ($3.76) for the first nine months of 2025, compared to ($0.02) of loss per diluted common share for the first nine months of 2024. Consolidated net income before preferred dividends and goodwill impairment was $38 thousand, or $0.01 per diluted share, compared to consolidated net income before preferred dividends of $618 thousand, or $0.07 per diluted share, for the first nine months of 2024. Diluted loss per common share for the first nine months of 2025 reflects preferred dividends of ($0.30) per diluted common share and goodwill impairment of ($3.46) per diluted common share.

Results of Operations

Net Interest Income

Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024

Net interest income before provision for credit losses for the third quarter of 2025 totaled $8.6 million, representing an increase of $287 thousand, or 3.4%, from net interest income before provision for credit losses of $8.3 million for the third quarter of 2024. The increase resulted from a $3.3 million decrease in interest expense due to a decline in interest on borrowings as a result of a decrease in the average balance of borrowings, partially offset by a $2.2 million increase in interest expense on deposits due to an increase in the average balance of deposits, partially offset by an $818 thousand decline in interest income on interest-bearing deposits. The Company used interest-bearing deposits and cash from principal pay downs of available-for-sale securities to reduce borrowings to improve the net interest margin and to support capacity for future loan growth.

The net interest margin increased to 2.72% for the third quarter of 2025 from 2.43% for the third quarter of 2024, due to an increase in the average rate earned on interest-earning assets, which increased to 4.99% for the third quarter of 2025 from 4.84% for the third quarter of 2024, and a decrease in the cost of funds, which decreased to 3.11% for the third quarter of 2025 from 3.30% for the third quarter of 2024.

Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

Net interest income before provision for credit losses for the first nine months of 2025 totaled $24.4 million, representing an increase of $645 thousand, or 2.7%, from net interest income before provision for credit losses of $23.8 million for the first nine months of 2024. The increase resulted from an $8.7 million decrease in interest expense due to a decline in interest on borrowings as a result of a decrease in the average balance of borrowings, partially offset by a $5.3 million increase in interest expense on deposits due to deposit growth. The Company reduced borrowings to improve the net interest margin and to support capacity for future loan growth. This increase was partially offset by a $2.8 million decrease in interest income, primarily due to a decrease in interest on interest-bearing deposits, as a result of a decrease in the average balance of interest-bearing deposits, as well as a decline in interest income on available-for-sale securities due to a decrease in the average balance of available-for-sale securities. These decreases in interest income were partially offset by an increase of $2.0 million in interest income on loans receivable, as new loans were brought on at a higher rate than the existing portfolio during the period.

The net interest margin increased to 2.65% for the first nine months of 2025 from 2.34% for the first nine months of 2024, due to an increase in the average rate earned on interest-earnings assets, which increased to 4.88% for the first nine months of 2025 from 4.70% for the first nine months of 2024, and a decrease in the cost of funds, which decreased to 3.08% for the first nine months of 2025 from 3.21% for the first nine months of 2024.

The following tables set forth the average balances, average yields and costs, and certain other information for the periods indicated. All average balances are daily average balances. The yields set forth below include the effect of deferred loan fees, and discounts and premiums that are amortized or accreted to interest income or expense. We do not accrue interest on loans on non-accrual status, but the balance of these loans is included in the total average balance of loans receivable, which has the effect of reducing average loan yields.

(Dollars in thousands)

(1) Amount includes non-accrual loans.

(2) Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.

(3) Net interest rate margin represents net interest income as a percentage of average interest-earning assets.

(Dollars in thousands)

(1) Amount is net of deferred loan fees, loan discounts and loans in process, and includes deferred origination costs and loan premiums.

(2) Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.

(3) Net interest rate margin represents net interest income as a percentage of average interest-earning assets.

Provision for/Recapture of Credit Losses

For the three months ended September 30, 2025, the Company recorded a provision for credit losses of $679 thousand, compared to a provision for credit losses of $408 thousand for the three months ended September 30, 2024. The increase in the provision was the result of changes in the required specific allocations of the ACL.

For the nine months ended September 30, 2025, the Company recorded a provision for credit losses of $2.1 million, compared to $1.2 million for the nine months ended September 30, 2024. The increase in the provision was the result of changes in the required specific allocations of the ACL.

The Company recorded a provision for off-balance sheet loan commitments of $220 thousand and a recapture of provision of $24 thousand for the three months ended September 30, 2025 and 2024, respectively. The Company recorded a provision for off-balance sheet loan commitments of $164 thousand and a recapture of provision of $26 thousand for the nine months ended September 30, 2025 and 2024, respectively.

The ACL increased to $10.3 million as of September 30, 2025, compared to $8.4 million as of December 31, 2024, primarily due to an increase in specific reserves on individually evaluated loans.

The Company had seven non-accrual loans at September 30, 2025 with an unpaid principal balance of $13.5 million. Credit quality remains strong with non-accrual loans as a percentage of total loans at 1.33% and non-performing assets to total assets of 1.01% despite the increase in non-accrual loans.

Non-interest Expense

Non-interest expense was $31.5 million for the third quarter of 2025, compared to $7.6 million for the third quarter of 2024, representing an increase of $23.9 million, or 315.0%. The increase was primarily due to the $25.9 million goodwill impairment charge recorded during the quarter ended September 30, 2025, partially offset by the $1.6 million operational loss recovery of the wire fraud previously recorded.

Non-interest expense was $49.2 million for the first nine months of 2025, compared to $22.7 million for the first nine months of 2024, representing an increase of $26.6 million, or 117.0%. The increase was primarily due to the $25.9 million goodwill impairment charge recorded during the nine months ended September 30, 2025, partially offset by the operational loss recovery recorded during the nine months ended September 30, 2025.

Income Taxes

The Company recorded an income tax expense of $736 thousand for the third quarter of 2025, compared to an income tax expense of $206 thousand for the third quarter of 2024. The increase in income tax expense reflected an increase in pre-tax income of $2.0 million between the two periods, excluding goodwill impairment of $25.9 million, which is not deductible for tax purposes.

The Company recorded an income tax benefit of $54 thousand for the first nine months of 2025, compared to an income tax expense of $291 thousand for the first nine months of 2024. The decrease in income tax expense reflected a decrease of $950 million in pre-tax income between the two periods, excluding goodwill impairment of $25.9 million, which is not deductible for tax purposes.

Financial Condition

Total Assets

Total assets increased by $682 thousand at September 30, 2025 compared to December 31, 2024, reflecting increases in securities available-for-sale of $40.1 million, bank owned life insurance of $20.1 million and loans receivable held for investment, net of the ACL, of $13.2 million, all primarily due to purchases, partially offset by decreases in cash and cash equivalents of $41.6 million, goodwill of $25.9 million, as goodwill was considered to be impaired during the quarter, and FHLB stock of $3.6 million.

Securities Available-For-Sale

Securities available-for-sale totaled $244.0 million at September 30, 2025, compared to $203.9 million at December 31, 2024. The $40.1 million increase in securities available-for-sale during the nine months ended September 30, 2025 was primarily due to securities purchases.

The table below presents the carrying amount, weighted average yields and contractual maturities of our securities as of September 30, 2025. The table reflects stated final maturities and does not reflect scheduled principal payments or expected payoffs.

(Dollars in thousands)

Loans Receivable Held for Investment

Loans receivable held for investment, net of the ACL, increased by $13.2 million to $1.0 billion at September 30, 2025, compared to $1.0 billion at December 31, 2024. The increase was primarily due to loan purchases. The Company has recently engaged in purchasing government guaranteed loans to complement organic loan growth.

The following table presents loan categories by maturity for the period indicated. Actual repayments historically have, and will likely in the future, differ significantly from contractual maturities because individual borrowers generally have the right to prepay loans, with or without prepayment penalties.

(Dollars in thousands)

Certain multi-family loans have adjustable-rate features based on the Secured Overnight Financing Rate but are fixed for the first five years. Our experience has shown that these loans typically pay off during the first five years and do not reach the adjustable-rate phase. However, in the current high interest rate environment, we have seen more borrowers maintain their loans instead of paying them off due to interest rate caps which make the adjusted interest rate on their existing loan more desirable than getting a new loan at current interest rates. Multi-family loans in their initial fixed period totaled $431.0 million or 71.4% of our loan portfolio as of September 30, 2025.

Allowance for Credit Losses

The Company accounts for credit losses on loans in accordance with ASC 326 – Financial Instruments-Credit Losses. ASC 326 requires the Company to recognize estimates for lifetime losses on loans and off-balance sheet loan commitments at the time of origination or acquisition. The recognition of losses at origination or acquisition represents the Company’s best estimate of the lifetime expected credit loss associated with a loan given the facts and circumstances associated with the particular loan and involves the use of significant management judgment and estimates, which are subject to change based on management’s on-going assessment of the credit quality of the loan portfolio and changes in economic forecasts used in the model. The Company uses the WARM method when determining estimates for the ACL for each of its portfolio segments. The weighted average remaining life, including the effect of estimated prepayments, is calculated for each loan pool on a quarterly basis. The Company then estimates a loss rate for each pool using both its own historical loss experience and the historical losses of a group of peer institutions during the period from 2004 through the most recent quarter.

Since historical information (such as historical net losses) may not always, by itself, provide a sufficient basis for determining future expected credit losses, the Company periodically considers the need for qualitative adjustments to the ACL.

The Company has a credit portfolio review process designed to detect problem loans. Problem loans are typically those of a substandard or worse internal risk grade, and may consist of loans on non-accrual status, loans that have recently been modified in response to a borrower’s deteriorating financial condition, loans where the likelihood of foreclosure on underlying collateral has increased, collateral dependent loans, and other loans where concern or doubt over the ultimate collectability of all contractual amounts due has become elevated. Such loans may, in the opinion of management, be deemed to no longer possess risk characteristics similar to other loans in the loan portfolio because the specific attributes and risks associated with the loan have likely become unique as the credit quality of the loan deteriorates. As such, these loans may require individual evaluation to determine an appropriate ACL for the loan. When a loan is individually evaluated, the Company typically measures the expected credit loss for the loan based on a discounted cash flow approach, unless the loan has been deemed collateral dependent. The ACL for collateral dependent loans is determined using estimates of the fair value of the underlying collateral, less estimated selling costs.

The estimation of the appropriate level of the ACL requires significant judgment by management. Although management uses the best information available to make these estimates, future adjustments to the ACL may be necessary due to economic, operating, regulatory, and other conditions that may extend beyond the Company’s control. Changes in management’s estimates of forecasted net losses could materially change the level of the ACL. Additionally, various regulatory agencies, as an integral part of their examination process, periodically review the Company’s ACL and credit review process. Such agencies may require the Company to recognize additions to the ACL based on judgments different from those of management.

For the three months ended September 30, 2025, the Company recorded a provision for off-balance sheet loan commitments of $220 thousand and a recapture of provision of $24 thousand for the three months ended September 30, 2025 and 2024, respectively. The Company recorded a provision for off-balance sheet loan commitments of $164 thousand and a recapture of provision of $26 thousand for the nine months ended September 30, 2025 and 2024, respectively. The Company had seven non-accrual loans at September 30, 2025 with an unpaid principal balance of $13.5 million. Credit quality remains strong with non-accrual loans as a percentage of total loans at 1.33% and non-performing assets to total assets of 1.01% despite the increase in non-accrual loans.

Loans delinquent by 30 days or more, but less than 59 days, increased to $1.2 million at September 30, 2025, from $0 at December 31, 2024 and loan delinquencies for 60 days or more, but less than 90 days, decreased to $0 at September 30, 2025, from $270 thousand at December 31, 2024. Loans past due greater than 90 days was $426 thousand at September 30, 2025, compared to $0 at December 31, 2024.

We believe that the ACL is adequate to cover currently expected losses in the loan portfolio as of September 30, 2025, but there can be no assurance that actual losses will not exceed the estimated amounts. The OCC and the Federal Deposit Insurance Corporation (“FDIC”) periodically review the ACL as an integral part of their examination process. These agencies may require an increase in the ACL based on their judgments of the information available to them at the time of their examinations.

The following table details our allocation of the ACL to the various categories of loans held for investment and the percentage of loans in each category to total loans at the dates indicated:

(Dollars in thousands)

Total Liabilities

Total liabilities increased by $24.0 million to $1.1 billion at September 30, 2025 from December 31, 2024, primarily due to an increase of $103.8 million in deposits, partially offset by an $88.0 million decrease in FHLB borrowings.

Deposits

Deposits increased by $103.8 million, or 13.9%, to $849.2 million at September 30, 2025, from $745.4 million at December 31, 2024. The increase in deposits was attributable to an increase of $72.9 million in certificates of deposit accounts, $26.8 million in liquid deposits (demand, interest checking, and money market accounts), $8.0 million in Insured Cash Sweep (“ICS”) deposits and $4.0 million in Certificate of Deposit Registry Service (“CDARS”) deposits, partially offset by a $7.9 million decrease in savings deposits. As of September 30, 2025, our uninsured deposits, including deposits from the Bank and other affiliates, represented 36% of our total deposits, compared to 32% as of December 31, 2024.

The following table presents the maturity of time deposits, which includes CDARS, as of the dates indicated:

(In thousands)

Borrowings

The Company enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities. Under these arrangements, the Company may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Company to repurchase the assets. As a result, these repurchase agreements are accounted for as collateralized financing agreements (i.e., secured borrowings) and not as a sale and subsequent repurchase of securities. The obligation to repurchase the securities is reflected as a liability in the Company’s consolidated statements of financial condition, while the securities underlying the repurchase agreements remain in the respective investment securities asset accounts. In other words, there is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities. These agreements mature on a daily basis. As of September 30, 2025 securities sold under agreements to repurchase totaled $76.1 million at an average rate of 3.70%. The fair value of securities pledged for repurchase agreements totaled $77.7 million as of September 30, 2025. As of December 31, 2024, securities sold under agreements to repurchase totaled $66.6 million at an average rate of 3.62%. The fair value of securities pledged for repurchase agreements totaled $83.3 million as of December 31, 2024. One relationship accounted for 76% of our balance of securities sold under agreements to repurchase as of September 30, 2025. We expect to maintain this relationship for the foreseeable future.

At September 30, 2025 and December 31, 2024, the Company had outstanding advances from the FHLB totaling $107.5 million and $195.5 million, respectively. The weighted average interest rate was 4.53% and 4.03% as of September 30, 2025 and December 31, 2024, respectively. The weighted average contractual maturity was less than one month as of both September 30, 2025 and December 31, 2024. The advances were collateralized by loans with an unpaid balance of $497.6 million at September 30, 2025 and $521.7 million at December 31, 2024. The Company is currently approved by the FHLB of Atlanta to borrow up to 25% of total assets to the extent the Company provides qualifying collateral and holds sufficient FHLB stock. Based on collateral pledged and FHLB stock held, the Company was eligible to borrow an additional $213.0 million as of September 30, 2025.

The Company will, from time to time, sell a portion of a loan or group of loans to third parties. In some cases, the transferred portion of the loans does not meet the requirements to be treated as sales for accounting purposes. When that occurs, the legally transferred portion of the loan balance remains classified in gross loans receivable held for investment and a secured borrowing is recorded for the proceeds received from the third party institution. As the transferred portion of the loan pays down, the secured borrowings are repaid. The Company has no obligation to make principal or interest payments on the secured borrowings unless and until payments are received from the loan borrowers. The Company has secured borrowings associated with these participation loan transactions of $30.2 million and $31.4 million as of September 30, 2025 and December 31, 2024, respectively. The weighted average interest rate on the secured borrowings was 5.63% and 5.54% at September 30, 2025 and December 31, 2024, respectively.

In addition, the Company had additional lines of credit of $10.0 million with other financial institutions as of September 30, 2025 and December 31, 2024. These lines of credit are unsecured, bear interest at the Federal funds rate as of the date of utilization and mature in 30 days. There were no amounts outstanding under these lines of credit as of September 30, 2025 or December 31, 2024.

Stockholders’ Equity

Broadway Financial Corporation and subsidiary equity was $261.7 million, or 19.6%, of the Company’s total assets, at September 30, 2025, compared to $285.0 million, or 21.3% of the Company’s total assets, at December 31, 2024. Book value per share was $12.17 at September 30, 2025 and $14.80 at December 31, 2024. Capital ratios remain strong with a Community Bank Leverage Ratio of 14.56% at September 30, 2025 compared to 13.61% at December 31, 2024.

On March 26, 2024, the Company issued 94,413 shares of restricted stock to its officers and employees under the Amended and Restated LTIP. Each restricted stock award was valued based on the fair value of the stock on the date of the award. All the shares issued to officers and employees vest over periods ranging from 36 months to 60 months.

On April 5, 2024, the Company issued 31,645 shares of restricted stock to an officer under the Amended and Restated LTIP.

During May of 2024 and March of 2025, the Company issued 19,832 and 23,232 shares of stock, respectively, to its directors under the Amended and Restated LTIP, which were fully vested.

On March 24, 2025, the Company issued 88,295 shares of restricted stock to its officers and employees under the Amended and Restated LTIP. Each restricted stock award was valued based on the fair value of the stock on the date of the award. All the shares issued to officers and employees vest over periods ranging from 36 months to 60 months.

On May 28, 2025, the Company issued 8,183 shares of restricted stock to an officer under the Amended and Restated LTIP.

Liquidity

The objective of liquidity management is to ensure that we have the continuing ability to fund operations and meet our obligations on a timely and cost-effective basis. The Bank’s sources of funds include deposits, advances from the FHLB and other borrowings, proceeds from the sale of loans and investment securities, and payments of principal and interest on loans and investment securities. The Bank is currently approved by the FHLB of Atlanta to borrow up to 25% of total assets to the extent the Bank provides qualifying collateral and holds sufficient FHLB stock. Based on FHLB stock held and collateral pledged as of September 30, 2025, the Bank had the ability to borrow an additional $213.0 million from the FHLB of Atlanta. In addition, the Bank had additional lines of credit of $10.0 million with other financial institutions as of September 30, 2025.

The Bank’s primary uses of funds include originations of loans, withdrawals of and interest payments on deposits, purchases of investment securities, and the payment of operating expenses. Also, when the Bank has more funds than required for reserve requirements or short-term liquidity needs, the Bank invests in federal funds with the Federal Reserve Bank or in money market accounts with other financial institutions. The Bank’s liquid assets at September 30, 2025 consisted of $19.7 million in cash and cash equivalents and $154.2 million in securities available-for-sale that were not pledged, compared to $61.4 million in cash and cash equivalents and $17.6 million in securities available-for-sale that were not pledged at December 31, 2024. Currently, we believe the Bank has sufficient liquidity to support growth over the next twelve months and in the longer term.

The Bank had commitments to fund $25.2 million in loans that were approved but unfunded as of September 30, 2025. In addition, the bank had $3.1 million in unfunded line of credit loans and $27.4 million in unfunded construction loans as of September 30, 2025.

The Bank has a significant concentration of deposits with five customers that accounted for approximately 23% of its deposits as of September 30, 2025. The Bank also has a significant concentration of short-term borrowings with one customer that accounted for 76% of the outstanding balance of securities sold under agreements to repurchase as of September 30, 2025. The Bank has long-term relationships with these customers and expects to maintain its relationships with them for the foreseeable future.

The Company’s liquidity, separate from the Bank, is based primarily on the proceeds from financing transactions, such as the private placement completed in June of 2022 and previous private placements. The Bank is currently under no prohibition from paying dividends to the Company but is subject to restrictions as to the amount of the dividends based on normal regulatory guidelines.

The Company recorded consolidated net cash outflows from investing activities of $66.0 million during the nine months ended September 30, 2025, compared to net cash outflows from investing activities of $3.3 million during the nine months ended September 30, 2024. Net cash outflows from investing activities for the nine months ended September 30, 2025 were primarily due to purchases of available-for-sale securities of $117.9 million, purchases of bank owned life insurance of $20.0 million and funding of new loans, net of repayments, of $15.5 million, partially offset by $84.0 million in proceeds from principal paydowns on available-for-sale securities. Net cash outflows from investing activities during the nine months ended September 30, 2024 were primarily due to funding of new loans, net of repayments, of $88.1 million, partially offset by $85.1 million in proceeds from principal paydowns on available-for-sale securities.

The Company recorded consolidated net cash inflows from financing activities of $21.8 million during the nine months ended September 30, 2025, compared to consolidated net cash outflows from financing activities of $9.1 million during the nine months ended September 30, 2024. Net cash inflows from financing activities during the nine months ended September 30, 2025 were primarily due to proceeds of FHLB borrowings of $549.5 million and a net increase in deposits of $103.8 million, partially offset by repayments of FHLB borrowings of $637.5 million. Net cash outflows from financing activities during the nine months ended September 30, 2024 were primarily attributable to proceeds from FHLB borrowings of $178.4 million, partially offset by the repayment of FHLB borrowings of $176.7 million and the repayment of a note of $14.0 million.

Capital Resources and Regulatory Capital

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary, actions by the regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk-weightings, and other factors. As of September 30, 2025 and December 31, 2024, the Bank exceeded all capital adequacy requirements to which it is subject and meets the qualifications to be considered “well capitalized.” (See Note 10 – Regulatory Matters.)

Use of Non-GAAP Financial Measures

Management uses non-GAAP measures because they provide information to investors about the underlying operational performance and trends of the Company. These disclosures should not be considered in isolation or as a substitute for results determined in accordance with GAAP and are not necessarily comparable to non-GAAP performance measures which may be presented by other bank holding companies. Management compensates for these limitations by providing detailed reconciliations between GAAP information and the non-GAAP financial measures. The tables below reconciles the GAAP financial measures to the associated non-GAAP financial measures.

Tangible book value per common share is a non-GAAP measurement that excludes goodwill and the net unamortized core deposit intangible asset, which were both originally recorded in connection with the CFBanc merger. The Company uses this non-GAAP financial measure to provide supplemental information regarding the Company’s financial condition and operational performance. A reconciliation between common book value and tangible book value per common share is shown as follows:

(Dollars in thousands)

The Company calculates net income before preferred dividends and goodwill impairment by adding preferred stock dividends and goodwill impairment to net loss available to common shareholders. Earnings per common share - diluted before preferred dividends and goodwill impairment is calculated by dividing net income before preferred dividends and goodwill impairment by the weighted average common shares outstanding for diluted earnings per common share. The Company considers this information important to shareholders because it illustrates net income and earnings per common share - diluted excluding the impact of preferred dividends and goodwill impairment.

(Dollars in thousands)

37

Evaluation of Disclosure Controls and Procedures

An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of September 30, 2025 was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and other members of the Company’s senior management. Based on the evaluation, management identified material weaknesses related to the Company’s internal control over financial reporting and, as a result, concluded that the Company’s disclosure controls and procedures were ineffective as of September 30, 2025. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements would not be prevented or detected on a timely basis.

Management identified the following material weaknesses in the Company’s internal control over financial reporting:

The Company did not maintain effective components of the COSO framework in the areas of control activities, information and communication process and monitoring activities that contributed to the following material weaknesses:

• The ineffective design of the management review control relating to the evaluation of the accounting for loan participations sold in accordance with generally accepted accounting principles, including the assignment of personnel with appropriate levels of knowledge, experience and training.
• The Company did not have controls in place to identify unusual or infrequent equity-related contracts entered into which could have a material impact on accounting and financial reporting.
• The Company did not maintain controls to consider subsequent appraisals for collateral dependent loans.

Remediation Plans

In response to the identified material weaknesses, the Company’s management, with the oversight of the Audit Committee of our Board of Directors, has begun to dedicate significant resources, including additional employee training, toward efforts to improve our internal control over financial reporting. Management is actively engaged in the planning for, and implementation of, remediation efforts to address the material weaknesses.

• Implementation of additional control procedures, including redesigning and enhancing control activities related to preparation and review of existing and new loan participation agreements, and any amendments thereto,
• Thorough discussion and review of all new unusual or infrequent equity-related contracts each quarter with documentation of accounting treatment and disclosure with respect to such transactions that could have a potential impact on the Company’s financial statements, and
• An enhancement of the controls over the allowance for credit losses at each quarter end to evaluate that all appraisals for collateral dependent loans that are received prior to the date that the financial statements are issued have been evaluated by management and considered in the estimate of the allowance for credit losses.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the three months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions, and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

Management is not aware of any material changes to the risk factors that appeared under “Part I, Item 1A. Risk Factors” in the 2024 Form 10-K and “Part II, Item 1A. Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2025, as amended.