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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file Number: 000-56852

PSB Financial, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland

39-4296886

(State or other jurisdiction of incorporation)

(I.R.S. Employer Identification No.)

202 North Main Street
P.O. Box 191
Deer Lodge, Montana

59722

(Address of principal executive offices)

(Zip Code)

(406) 846-2202

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange on which registered

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES         NO    

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

YES         NO   

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES       NO   

As of August 14, 2026, there were 1,719,250 shares outstanding of the registrant’s common stock.

Table of Contents

PSB Financial, Inc.

INDEX

PART I – FINANCIAL INFORMATION

3

Item 1 – Condensed Consolidated Financial Statements

3

Condensed Consolidated Balance Sheets (unaudited)

3

Condensed Consolidated Statements of Operations (unaudited)

4

Condensed Consolidated Statements of Comprehensive Income (unaudited)

5

Condensed Consolidated Statements of Shareholders’ Equity (unaudited)

6

Condensed Consolidated Statements of Cash Flows (unaudited)

7

Notes to Condensed Consolidated Financial Statements

8

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

24

Item 3 – Quantitative and Qualitative Disclosures About Market Risk

35

Item 4 – Controls and Procedures

37

PART II – OTHER INFORMATION

38

Item 1 – Legal Proceedings

38

Item 1A – Risk Factors

38

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

38

Item 3 – Defaults Upon Senior Securities

38

Item 4 – Mine Safety Disclosures

38

Item 5 – Other Information

38

Item 6 – Exhibits

39

2

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1 – Condensed Consolidated Financial Statements

PSB Financial, Inc. and Subsidiary

Condensed Consolidated Balance Sheets

Unaudited

December 31, 

As of

  ​ ​ ​

June 30, 2026

  ​ ​ ​

2025

ASSETS

 

  ​

 

  ​

Cash and due from banks

$

780,129

$

360,992

Interest-bearing deposits

 

21,002,109

 

8,833,868

Cash and cash equivalents

 

21,782,238

 

9,194,860

Investment securities available for sale, net of allowance for credit losses of $0 at June 30, 2026 and December 31, 2025 (amortized cost of $8,794,555 and $9,095,188 at June 30, 2026 and December 31, 2025, respectively)

 

8,367,925

 

8,686,675

Investment securities held to maturity, net of allowance for credit losses of $0 at June 30, 2026 and December 31, 2025 (fair value of $1,377,371 and $1,488,818 at June 30, 2026 and December 31, 2025, respectively)

 

1,416,188

 

1,515,807

Loans, net of allowance for credit losses of $1,118,851 and $1,138,600 at June 30, 2026 and December 31, 2025, respectively

 

92,220,076

 

89,761,496

Premises and equipment, net

 

4,727,584

 

4,864,836

Other investments

 

739,890

 

728,559

Accrued interest receivable

 

411,118

 

359,568

Cash value of life insurance

 

2,276,540

 

2,232,345

Accrued income taxes receivable

46,405

46,405

Deferred tax asset

 

926,910

 

388,318

Prepaid conversion costs

2,002,360

Other assets

 

334,061

 

219,993

Total Assets

$

133,248,935

$

120,001,222

LIABILITIES

 

  ​

 

  ​

Interest-bearing deposits

$

87,012,652

$

84,491,349

Noninterest-bearing deposits

7,683,700

8,183,958

Total deposits

94,696,352

92,675,307

Advance payments by borrowers for taxes and insurance

 

209,537

 

120,461

Federal Home Loan Bank advances

 

8,000,000

 

8,000,000

Accrued interest payable

 

56,742

 

56,633

Deferred compensation

 

280,754

 

308,622

Reserve for unfunded loan commitments

 

66,014

 

47,183

Other liabilities

 

702,629

 

319,578

Total Liabilities

 

104,012,028

 

101,527,784

SHAREHOLDERS' EQUITY

 

  ​

 

  ​

Preferred stock, $0.01 par value, 500,000 shares authorized, none issued

Common stock, $0.01 par value, 5,000,000 shares authorized, 1,719,250 issued and outstanding at June 30, 2026

17,193

Additional paid-in capital

13,535,550

Unallocated common stock of ESOP

(1,365,375)

Retained earnings

 

17,245,044

 

18,655,595

Accumulated other comprehensive loss

 

(195,505)

 

(182,157)

Total Shareholders' Equity

 

29,236,907

 

18,473,438

Total Liabilities and Shareholders' Equity

$

133,248,935

$

120,001,222

See accompanying notes to condensed consolidated financial statements.

3

Table of Contents

PSB Financial, Inc. and Subsidiary

Condensed Consolidated Statements of Operations (unaudited)

Three Months Ended June 30, 

Six Months Ended June 30, 

  ​ ​ ​

2026

  ​ ​ ​

2025

 

2026

  ​ ​ ​

2025

Interest income:

Loans, including fees

$

1,311,503

$

1,177,341

$

2,594,303

$

2,321,963

Investment securities:

 

 

Taxable

43,562

 

50,976

87,795

 

102,708

Tax-exempt

 

28,715

 

28,068

 

52,377

 

55,100

Other

 

107,116

 

68,777

 

166,316

 

120,592

Total interest income

 

1,490,896

 

1,325,162

 

2,900,791

 

2,600,363

Interest expense:

 

 

Deposits

472,587

 

335,953

886,065

 

694,126

FHLB advances

 

86,983

 

86,956

 

172,983

 

172,956

Total interest expense

 

559,570

 

422,909

 

1,059,048

 

867,082

Net interest income

 

931,326

 

902,253

 

1,841,743

 

1,733,281

Provision for (recovery of) credit losses on loans

 

(53,418)

 

(11,243)

 

(23,188)

 

(104,378)

Provision for (recovery of) credit losses on unfunded loan commitments

 

(266)

 

 

18,831

 

Net interest income after provision for credit losses

 

985,010

 

913,496

 

1,846,100

 

1,837,659

Noninterest income:

 

 

Service fees

16,840

 

14,349

33,992

 

30,001

Interchange fees

 

29,687

 

33,578

 

61,812

 

87,100

Increase in cash value of life insurance

 

22,357

 

4,994

 

44,195

 

9,890

Other noninterest income

16,987

729

19,265

1,351

Total noninterest income

 

85,871

 

53,650

 

159,264

 

128,342

Noninterest expense:

 

 

Salaries and employee benefits

439,685

 

426,382

831,999

 

828,569

Occupancy

 

132,976

 

133,127

 

261,409

 

268,826

Data processing

 

397,261

 

111,134

 

2,213,889

 

220,421

Advertising

 

31,879

 

29,115

 

59,321

 

56,894

Professional fees

 

170,085

 

122,205

 

288,053

 

152,649

Directors fees

 

28,350

 

28,350

 

56,700

 

56,700

Insurance

 

8,400

 

11,595

 

21,246

 

23,184

Loan costs

 

20,070

 

11,557

 

36,901

 

29,692

ATM fee expense

 

3,832

 

19,264

 

20,459

 

30,300

Donations and contributions

11,000

16,500

27,500

33,000

Other noninterest expense

 

48,393

 

52,504

 

125,918

 

131,044

Total noninterest expense

 

1,291,931

 

961,733

 

3,943,395

 

1,831,279

Net (loss) income before income taxes

 

(221,050)

 

5,413

 

(1,938,031)

 

134,722

Income tax (benefit) expense

 

(72,637)

 

(31,273)

 

(527,480)

 

8,936

Net (loss) income

$

(148,413)

$

36,686

$

(1,410,551)

$

125,786

Earnings (loss) per share:

Basic

$

(0.09)

n/a

$

(0.89)

n/a

Diluted

$

(0.09)

n/a

$

(0.89)

n/a

See accompanying notes to condensed consolidated financial statements.

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Table of Contents

PSB Financial, Inc. and Subsidiary

Condensed Consolidated Statements of Comprehensive Income (unaudited)

Three Months Ended
June 30,

Six Months Ended
June 30,

  ​ ​ ​

2026

  ​ ​ ​

2025

 

2026

  ​ ​ ​

2025

Net (loss) income

$

(148,413)

$

36,686

$

(1,410,551)

$

125,786

Other comprehensive income (loss):

 

 

Unrealized (loss) gain on investment securities available for sale

(3,753)

 

76,597

(18,117)

 

202,396

Related tax effect

 

987

 

(20,168)

 

4,769

 

(53,290)

Other comprehensive (loss) income, net of tax

 

(2,766)

 

56,429

 

(13,348)

 

149,106

Total comprehensive (loss) income

$

(151,179)

$

93,115

$

(1,423,899)

$

274,892

See accompanying notes to condensed consolidated financial statements.

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Table of Contents

PSB Financial, Inc. and Subsidiary

Condensed Consolidated Statements of Shareholders’ Equity (unaudited)

Accumulated

Shares of

Additional

Unallocated

Other

For the three months ended

Common

Common

Paid-in

Common Stock

Retained

Comprehensive

June 30, 2026

  ​ ​ ​

Stock

Stock

  ​ ​ ​

Capital

  ​ ​ ​

of ESOP

  ​ ​ ​

Earnings

  ​ ​ ​

Income (Loss)

  ​ ​ ​

Total

Balances at March 31, 2026

$

$

$

$

17,393,457

$

(192,739)

$

17,200,718

Proceeds from issuance of common stock, net of offering costs

1,719,250

17,193

13,534,374

13,551,567

Purchase of ESOP shares (137,540 shares)

(1,375,400)

(1,375,400)

Net loss

 

 

 

 

(148,413)

 

 

(148,413)

Release of ESOP shares (1,003 shares)

1,176

10,025

11,201

Other comprehensive loss

 

 

 

 

 

(2,766)

 

(2,766)

Balances at June 30, 2026

1,719,250

$

17,193

$

13,535,550

$

(1,365,375)

$

17,245,044

$

(195,505)

$

29,236,907

For the six months ended June 30, 2026

Balances at December 31, 2025

$

$

$

$

18,655,595

$

(182,157)

$

18,473,438

Proceeds from issuance of common stock, net of offering costs

1,719,250

17,193

13,534,374

13,551,567

Purchase of ESOP shares (137,540 shares)

(1,375,400)

(1,375,400)

Net loss

 

 

 

 

(1,410,551)

 

 

(1,410,551)

Release of ESOP shares (1,003 shares)

1,176

10,025

11,201

Other comprehensive loss

 

 

 

 

 

(13,348)

 

(13,348)

Balances at June 30, 2026

1,719,250

$

17,193

$

13,535,550

$

(1,365,375)

$

17,245,044

$

(195,505)

$

29,236,907

For the three months ended June 30, 2025

Balances at March 31, 2025

$

$

$

$

18,696,541

$

(361,233)

$

18,335,308

Net income

 

 

 

 

36,686

 

 

36,686

Other comprehensive income

 

 

 

 

 

56,429

 

56,429

Balances at June 30, 2025

$

$

$

$

18,733,227

$

(304,804)

$

18,428,423

For the six months ended June 30, 2025

Balances at December 31, 2024

$

$

$

$

18,607,441

$

(453,910)

$

18,153,531

Net income

 

 

 

 

125,786

 

 

125,786

Other comprehensive income

 

 

 

 

 

149,106

 

149,106

Balances at June 30, 2025

$

$

$

$

18,733,227

$

(304,804)

$

18,428,423

See accompanying notes to condensed consolidated financial statements.

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Table of Contents

PSB Financial, Inc. and Subsidiary

Condensed Consolidated Statements of Cash Flows (unaudited)

Six Months Ended June 30, 

  ​ ​ ​

2026

  ​ ​ ​

2025

Change in cash and cash equivalents:

 

  ​

 

  ​

Cash flows (used in) from operating activities:

 

  ​

 

  ​

Net (loss) income

$

(1,410,551)

$

125,786

Adjustments to reconcile net income to net cash (used in) from operating activities:

 

  ​

 

  ​

Net amortization of investment securities

 

(18,778)

 

25,151

Provision for (recovery of) credit losses

 

(4,357)

 

(104,378)

Depreciation

 

159,463

 

170,399

Net change in cash value of life insurance

 

(44,195)

 

(9,890)

ESOP expense

11,201

(Benefit from) provision for deferred income tax

 

(533,822)

 

25,577

Changes in operating assets and liabilities:

 

  ​

 

  ​

Accrued interest receivable

 

(51,550)

 

(23,284)

Other assets

 

1,888,292

 

(62,761)

Accrued interest payable

 

109

 

(10,649)

Other liabilities

 

355,183

 

51,334

Net cash (used in) from operating activities

 

350,995

 

187,285

Cash flows (used in) from investing activities:

 

  ​

 

  ​

Proceeds from calls, paydowns, and maturities of investment securities held to maturity

 

99,348

 

156,293

Proceeds from calls, paydowns, and maturities of investment securities available for sale

 

319,681

 

302,596

Net change in other investments

 

(11,331)

 

14,574

Net (increase) decrease in loans

 

(2,435,392)

 

1,299,793

Purchases of premises and equipment

 

(22,211)

 

(29,075)

Net cash (used in) from investing activities

 

(2,049,905)

 

1,744,181

Cash flows (used in) from financing activities:

 

  ​

 

  ​

Net increase (decrease) in deposits

 

2,021,045

 

752,877

Net increase in advance payments by borrowers for taxes and insurance

 

89,076

 

81,102

Gross proceeds from issuance of common stock

17,192,500

Stock offering costs, net

(3,640,933)

Purchase of ESOP shares

(1,375,400)

Net cash (used in) from financing activities

 

14,286,288

 

833,979

Net change in cash and cash equivalents

 

12,587,378

 

2,765,445

Cash and cash equivalents at beginning of period

 

9,194,860

 

6,433,487

Cash and cash equivalents at end of period

$

21,782,238

$

9,198,932

Supplemental cash flow information:

 

  ​

 

  ​

Cash paid during the period for:

 

  ​

 

  ​

Interest

$

1,058,939

$

877,731

Income taxes

 

6,343

 

4,000

Noncash investing and financing activities:

 

  ​

 

  ​

Change in unrealized (loss) gain on investment securities available for sale

 

(18,117)

 

202,396

See accompanying notes to condensed consolidated financial statements.

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Table of Contents

NOTE 1:NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations

PSB Financial, Inc. (the “Company”) is a Maryland corporation incorporated on September 10, 2025 to serve as the bank holding company for Pioneer State Bank (the “Bank”) in connection with the conversion of Pioneer Federal Savings and Loan Association (the “Association”) from a mutual form of organization to a stock form of organization (the “Conversion”) through the merger of the Association with and into the Bank, with the Bank as the surviving entity. The Conversion was completed on May 21, 2026. In connection with the Conversion, the Company acquired 100% ownership of the Bank and the Company sold 1,719,250 shares of its common stock at $10.00 per share, for gross offering proceeds of $17,192,500. The cost of the conversion and issuance of common stock was $3,640,933, which was deducted from the gross offering proceeds. The Company’s employee stock ownership plan (the “ESOP”) purchased 137,540 shares of the common stock sold by the Company, which was equal to 8% of the shares of common stock issued by the Company. The ESOP purchased the shares using a loan from the Company. The Company contributed $6,775,783 of the net proceeds from the offering to the Bank, loaned $1,375,400 of the net proceeds to the ESOP and retained approximately $5,400,383 of the net proceeds.

The Bank provides a variety of financial services to individuals and corporate members through its branches in Dillon and Deer Lodge, Montana. The Bank’s primary source of revenue is residential single-family loans.

The conversion was accounted for as a change in corporate form with the historic basis of the Association’s assets, liabilities, and equity unchanged as a result. The Company is an “emerging growth company”, as defined in the JOBS Act, and, for as long as it continues to be an emerging growth company, it may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies.” The Company intends to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Accordingly, the financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

Segment Information

The Bank’s reportable segment is determined by the President/Chief Executive Officer (CEO) based upon information provided about the Bank’s products and services offered, which relate primarily to banking operations. The segment is also distinguished by the level of information provided by the CEO, who uses such information to review performance of various components of the business, which are then aggregated if operating performance, products/services, and customers are similar. The CEO will evaluate the financial performance of the Bank’s business components such as evaluating revenue streams, significant expenses, and budget to actual results in assessing the Bank’s segment and in the determination of allocating resources. The CEO uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets. The CEO uses net income to benchmark the Bank against its competitors. The benchmarking analysis coupled with monitoring of budget to actual results are used in assessing performance and in establishing compensation. Loans, investments, and deposit product service fees provide the revenues in the banking operation. Interest expense and salaries and employee benefits, as reported on the statements of operations, provide the significant expenses in the banking operation. All operations are domestic.

The Bank operates under a single segment. Segment performance is evaluated using net income. The measure of segment assets is reported on the balance sheets as total assets. Noncash items, such as depreciation and amortization, as well as expenditures for premises and equipment, are reported on the statements of cash flows.

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Table of Contents

Basis of Presentation

The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and Regulation S-X. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited interim condensed financial statements and notes should be read in conjunction with the Bank’s audited financial statements and notes thereto for the year ended December 31, 2025, filed as part of the Company’s Registration Statement on Form S-1 filed in connection with the Conversion, as declared effective by the SEC on March 16, 2026 (the “Form S-1”). In the opinion of management, all adjustments necessary for a fair statement have been made and consist only of normal recurring adjustments. Interim results of operations are not necessarily indicative of results to be expected for the entire year.

Significant Accounting Policies and Use of Estimates in Preparation of Financial Statements

The Bank has adopted various accounting policies, which govern the application of accounting principles generally accepted in the United States in the preparation of our financial statements. Our significant accounting policies are described in the footnotes to the audited financial statements for the year ended December 31, 2025, filed as part of the Form S-1. Certain accounting policies involve significant judgments and assumptions by management, which have a material impact on the carrying value of certain assets and liabilities, and, as such, have a greater possibility of producing results that could be materially different than originally reported. We consider these accounting policies to be critical accounting policies. The judgments and assumptions we use are based on historical experience and other factors, which we believe to be reasonable under the circumstances. Because of the nature of the judgments and assumptions we make, actual results could differ from these judgments and estimates which could have a material impact on our carrying values of assets and liabilities and our results of operations. There have been no significant changes to the application of significant accounting policies since December 31, 2025.

The preparation of the accompanying financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from these estimates.

Employee Stock Ownership Plan (ESOP)

In connection with the conversion completed on May 21, 2026, the Company established an Employee Stock Ownership Plan ("ESOP"). The ESOP purchased 137,540 shares of the Company's common stock using a loan from the Company.

In accordance with ASC 718-40, Employee Stock Ownership Plans, shares acquired by the ESOP and not yet allocated to participants are reported as unallocated ESOP shares and reflected as a reduction of shareholders' equity. Compensation expense is recognized as shares are committed to be released to participants based on the fair value of the shares released during the period. The ESOP loan receivable is eliminated in consolidation. Unearned ESOP shares are reflected as a reduction of shareholders’ equity until committed for release.

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Table of Contents

NOTE 2:INVESTMENT SECURITIES

The amortized cost, allowance for credit losses, and estimated fair value of investment securities available for sale with gross unrealized gains and losses at June 30, 2026 and December 31, 2025 follows:

  ​ ​ ​

  ​ ​ ​

Gross

  ​ ​ ​

Gross

  ​ ​ ​

Amortized

Unrealized

Unrealized

Estimated

Cost

Gains

Losses

Fair Value

June 30, 2026

U.S. government and agency securities

$

1,071,037

$

$

(64,955)

$

1,006,082

Obligations of states and political subdivisions

 

2,878,309

 

5,254

 

(75,582)

 

2,807,981

Mortgage-backed securities

 

4,845,209

 

6,538

 

(297,885)

 

4,553,862

Total investment securities available for sale

$

8,794,555

$

11,792

$

(438,422)

$

8,367,925

December 31, 2025

U.S. government and agency securities

$

1,089,563

$

$

(56,630)

$

1,032,933

Obligations of states and political subdivisions

 

2,889,318

 

7,002

 

(77,788)

 

2,818,532

Mortgage-backed securities

 

5,116,307

 

12,394

 

(293,491)

 

4,835,210

Total investment securities available for sale

$

9,095,188

$

19,396

$

(427,909)

$

8,686,675

There was no allowance for credit losses on investment securities available for sale at June 30, 2026 and December 31, 2025.

The following table shows the fair value and gross unrealized losses of investment securities available for sale with unrealized losses at June 30, 2026 and December 31, 2025, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:

Less Than 12 Months

12 Months or More

Total

Unrealized

Unrealized

Unrealized

  ​ ​ ​

Fair Value

  ​ ​ ​

Losses

  ​ ​ ​

Fair Value

  ​ ​ ​

Losses

  ​ ​ ​

Fair Value

  ​ ​ ​

Losses

June 30, 2026

U.S. government and agency securities

$

$

$

1,006,082

$

(64,955)

$

1,006,082

$

(64,955)

Obligations of states and political subdivisions

 

 

 

1,861,875

 

(75,582)

 

1,861,875

 

(75,582)

Mortgage-backed securities

 

883,911

 

(6,544)

 

3,472,678

 

(291,341)

 

4,356,589

 

(297,885)

Totals

$

883,911

$

(6,544)

$

6,340,635

$

(431,878)

$

7,224,546

$

(438,422)

December 31, 2025

U.S. government and agency securities

$

$

$

1,032,933

$

(56,630)

$

1,032,933

$

(56,630)

Obligations of states and political subdivisions

 

 

 

1,868,907

 

(77,788)

 

1,868,907

 

(77,788)

Mortgage-backed securities

 

 

 

3,663,436

 

(293,491)

 

3,663,436

 

(293,491)

Totals

$

$

$

6,565,276

$

(427,909)

$

6,565,276

$

(427,909)

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Table of Contents

The following table presents the number and aggregate depreciation from the Bank’s amortized cost basis of investment securities available for sale in a continuous unrealized loss position by security type at June 30, 2026 and December 31, 2025:

June 30, 2026

December 31, 2025

Number of

Aggregate

 

Number of

Aggregate

 

  ​ ​ ​

Securities

  ​ ​ ​

Depreciation

 

Securities

  ​ ​ ​

Depreciation

 

U.S. government and agency securities

 

2

 

6.06

%

2

5.20

%

Obligations of states and political subdivisions

 

6

 

3.90

%

7

4.00

%

Mortgage-backed securities

 

16

 

6.40

%

13

7.42

%

These unrealized losses relate principally to the changes in interest rates and are not due to changes in the financial condition of the issuer, the quality of any underlying assets, or applicable credit enhancements.

In reaching the conclusion that an allowance for credit losses is unnecessary, management observed that the securities were issued by a government body or agency, the securities continue to be highly rated (AA or better) where applicable, the issuer continues to make contractual payments, and the quality of any underlying assets or credit enhancements has not changed. Since management has the ability to hold investment securities for the foreseeable future, the Bank expects to recover the amortized cost basis of these securities before they are sold or mature.

The amortized cost, allowance for credit losses, gross unrealized gains and losses, and estimated fair value of investment securities held to maturity at June 30, 2026 and December 31, 2025 follows:

Gross

Gross

Unrealized

Unrealized

Allowance for

Estimated

  ​ ​ ​

Amortized Cost

  ​ ​ ​

Gains

  ​ ​ ​

Losses

  ​ ​ ​

Credit Losses

  ​ ​ ​

Fair Value

June 30, 2026

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

U.S. government and agency securities

$

68,808

$

$

(3,299)

$

$

65,509

Obligations of states and political subdivisions

 

755,313

 

 

(37,134)

 

 

718,179

Mortgage-backed securities

 

592,067

 

8,017

 

(6,401)

 

 

593,683

Total investment securities held to maturity

$

1,416,188

$

8,017

$

(46,834)

$

$

1,377,371

December 31, 2025

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

U.S. government and agency securities

$

78,809

$

$

(2,309)

$

$

76,500

Obligations of states and political subdivisions

 

755,336

 

 

(32,339)

 

 

722,997

Mortgage-backed securities

 

681,662

 

9,771

 

(2,112)

 

 

689,321

Total investment securities held to maturity

$

1,515,807

$

9,771

$

(36,760)

$

$

1,488,818

The Bank regularly evaluates various attributes of securities held to maturity to determine the appropriateness of the allowance for credit losses. The credit quality indicators monitored differ depending on the major security type.

The Bank evaluates securities issued by the U.S. government and U.S. government-sponsored agencies (e.g., FNMA (“Fannie Mae”), GNMA (“Ginnie Mae”), and FHLMC (“Freddie Mac”) mortgage-backed securities) by considering the creditworthiness and performance of the securities and the strength of guarantees. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies, and have a long history of no credit losses. Based on this analysis, the Bank believes it will collect all amounts owed on these securities and has not recognized an allowance for credit losses on these securities.

11

Table of Contents

Obligations of states and political subdivisions held to maturity are generally evaluated using credit ratings, which are a key indicator of an investment security’s probability of default. The Bank uses credit ratings issued by S&P or Moody’s (or both), consisting of the upper- and lower-case letters to identify an investment security’s credit quality rating. “AAA” and “AA” (high credit quality) and “A” and “BBB” (medium credit quality) are considered investment grade. Credit ratings for investment securities below these designations are considered low credit quality. These ratings are updated monthly. The Bank may also consider other relevant information that becomes known about the issuer’s or the security’s performance.

Information regarding credit ratings for investment securities held to maturity by major security type as of June 30, 2026 and December 31, 2025 follows:

  ​ ​ ​

AAA

  ​ ​ ​

AA

  ​ ​ ​

A

  ​ ​ ​

BBB

  ​ ​ ​

Not Rated

  ​ ​ ​

Total

June 30, 2026

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Obligations of states and political subdivisions

 

$

$

550,000

$

205,313

$

$

$

755,313

December 31, 2025

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Obligations of states and political subdivisions

$

$

550,000

$

205,336

$

$

$

755,336

No accrued interest was written off during the three months ended June 30, 2026 and 2025. No investment securities held to maturity were past due or on nonaccrual as of June 30, 2026 and December 31, 2025.

Fair values of investment securities are generally estimated based on financial models or prices paid for similar securities. It is possible interest rates or other key inputs to the valuation estimate could change considerably, resulting in a material change in the estimated fair value of investment securities.

The following is a summary of amortized cost (or net carrying amount) and estimated fair value of investment securities by contractual maturity as of June 30, 2026. Contractual maturities will differ from expected maturities for mortgage-backed securities because borrowers may have the right to call or prepay obligations without penalties.

Available for Sale

Held to Maturity

  ​ ​ ​

Amortized

  ​ ​ ​

Estimated

  ​ ​ ​

Net Carrying

  ​ ​ ​

Estimated

Cost

Fair Value

Amount

Fair Value

Due in one year or less

$

931,227

$

929,448

$

$

Due after one year through five years

 

1,835,497

 

1,762,804

 

 

Due after five years through ten years

 

149,118

 

147,926

 

820,269

 

779,841

Due after ten years

 

1,033,504

 

973,885

 

3,852

 

3,847

Subtotal

 

3,949,346

 

3,814,063

 

824,121

 

783,688

Mortgage-backed securities

 

4,845,209

 

4,553,862

 

592,067

 

593,683

Total

$

8,794,555

$

8,367,925

$

1,416,188

$

1,377,371

There were no sales of investment securities during the six months ended June 30, 2026 and 2025.

At June 30, 2026, the amortized cost and estimated fair value of investment securities pledged to secure public deposits was $1,000,000 and $936,010, respectively. At December 31, 2025, the amortized cost and estimated fair value of investment securities pledged to secure public deposits was $1,000,000 and $944,600, respectively.

12

Table of Contents

NOTE 3:LOANS

The following table presents total loans at June 30, 2026 and December 31, 2025, by portfolio segment and class of loan:

  ​ ​ ​

June 30, 2026

  ​ ​ ​

December 31, 2025

Commercial:

Other construction and land/land development

$

1,129,192

$

1,087,189

Commercial real estate

 

7,041,679

 

7,147,826

Commercial and industrial

 

2,684,216

 

2,317,079

Municipal

 

43,576

 

46,214

Residential real estate:

 

  ​

 

  ​

Residential construction

 

1,689,671

 

888,416

Revolving, open-end

 

4,427,561

 

3,464,812

First liens

 

74,508,106

 

73,906,730

Junior liens

 

1,250,912

 

1,263,727

Consumer

 

981,811

 

1,199,819

Subtotal

 

93,756,724

 

91,321,812

Allowance for credit losses

 

(1,118,851)

 

(1,138,600)

Net deferred loan fees

 

(417,797)

 

(421,716)

Loans, net

$

92,220,076

$

89,761,496

Loans serviced for others are not included in the accompanying balance sheets. The unpaid principal balance of mortgage loans serviced for others totaled $686,182 at June 30, 2026 and $760,034 at December 31, 2025. Mortgage servicing rights are not material to the financial statements.

Deposit accounts in an overdraft position and reclassified as loans totaled $3,238 at June 30, 2026 and $3,769 at December 31, 2025.

13

Table of Contents

Activity in the allowance for credit losses on loans by portfolio segment follows:

Residential

  ​ ​ ​

Commercial

  ​ ​ ​

Real Estate

  ​ ​ ​

Consumer

  ​ ​ ​

Total

For the three months ended June 30, 2026

Allowance for credit losses:

Balances at March 31, 2026

$

130,195

$

1,033,149

$

5,523

$

1,168,867

Recovery of credit losses on loans

 

(7,064)

(43,010)

 

(3,344)

 

(53,418)

Loans charged off

 

 

 

 

Recoveries of loans previously charged off

 

 

 

3,402

 

3,402

Balances at June 30, 2026

 

123,131

 

990,139

 

5,581

 

1,118,851

Reserve for unfunded loan commitments

Balance at March 31, 2026

$

66,280

Recovery of credit losses on unfunded loan commitments

(266)

Balance at June 30, 2026

$

66,014

For the six months ended June 30, 2026

Allowance for credit losses:

Balances at December 31, 2025

137,257

995,084

6,259

1,138,600

Recovery of credit losses on loans

(14,126)

(4,945)

(4,117)

(23,188)

Loans charged off

(891)

(891)

Recoveries of loans previously charged off

4,330

4,330

Balances at June 30, 2026

$

123,131

$

990,139

$

5,581

$

1,118,851

Reserve for unfunded loan commitments

Balance at December 31, 2025

$

47,183

Provision for credit losses on unfunded loan commitments

18,831

Balance at June 30, 2026

$

66,014

For the three months ended June 30, 2025

Allowance for credit losses:

Balances at March 31, 2025

$

56,652

$

1,046,443

$

8,513

$

1,111,608

Provision for (recovery of) credit losses on loans

 

520

(8,084)

 

(3,679)

 

(11,243)

Loans charged off

 

 

 

(1,504)

 

(1,504)

Recoveries of loans previously charged off

 

 

 

 

Balances at June 30, 2025

 

57,172

 

1,038,359

 

3,330

 

1,098,861

Reserve for unfunded loan commitments

Balance at March 31, 2025

$

35,041

Provision for credit losses on unfunded loan commitments

Balance at June 30, 2025

$

35,041

For the six months ended June 30, 2025

Allowance for credit losses:

Balance at December 31, 2024

$

63,531

$

1,138,183

$

6,435

$

1,208,149

Provision for (recovery of) credit losses on loans

 

(6,359)

(99,824)

 

1,805

 

(104,378)

Loans charged off

 

 

 

(4,910)

 

(4,910)

Recoveries of loans previously charged off

 

 

 

 

Balance at June 30, 2025

 

57,172

 

1,038,359

 

3,330

 

1,098,861

Reserve for unfunded loan commitments

Balance at December 31, 2024

$

35,041

Provision for credit losses on unfunded loan commitments

Balance at June 30, 2025

$

35,041

14

Table of Contents

During the six months ended June 30, 2026, accrued interest that was written off, related to loans placed in nonaccrual status during the period, amounted to approximately $16,000, all related to residential real estate first liens loans. During the six months ended June 30, 2025, there was no accrued interest that was written off, related to loans placed in nonaccrual status during the period.

There were no collateral dependent loans as of June 30, 2026 and December 31, 2025.

The Bank regularly evaluates various attributes of loans to determine the appropriateness of the allowance for credit losses on loans. The credit quality indicators monitored differ depending on the class of loan.

Loans are generally evaluated using the following internally prepared ratings:

Pass: These loans are supported by reliable and current financial statements and the Bank is protected by adequate collateral margins. The business may not have secondary means of payment, may be relatively new, but has adequate liquidity, equity and profitability.
Special Mention: These loans are currently protected but show potential financial, operational or other deterioration or weaknesses that need to be corrected. These credits are still strong enough and/or have ample collateral to ensure that liquidation of the loan is not threatened but could reach that point and become further classified. If weaknesses are significant, even though well secured, the loan should be considered for more serious criticism.
Substandard: These loans are no longer protected by the current sound net worth and paying capacity of the obligor. These loans exhibit defined credit weaknesses which, if not corrected, could expose the Bank to loss, including all loans which have gone to foreclosure or which have become reliant upon liquidation of collateral for repayment.
Doubtful: These loans have deteriorated to the point where collection or liquidation in full, on the basis of currently existing facts, conditions and values, is highly questionable and improbable. If the loss portion of the loan can be reasonably estimated and there are no pending actions which may strengthen or protect the Bank from loss, a partial charge-off should be considered.

Internally prepared ratings for loans are updated at least annually.

Residential real estate and consumer loans are generally evaluated based on whether or not the loan is performing according to the contractual terms of the loan as of the balance sheet date. Loans past due 90 days or more and loans on nonaccrual are considered nonperforming.

15

Table of Contents

Information regarding the loan portfolio by risk classification and origination year as of June 30, 2026, follows:

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Revolving

  ​ ​ ​

Loans

Converted to

2026

2025

2024

2023

2022

Prior

Revolving

Term Loans

Total

Other construction and land/land development

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Pass

$

181,236

$

259,462

$

545,630

$

32,077

$

55,970

$

54,817

$

$

$

1,129,192

Special Mention

 

 

 

 

 

 

 

 

 

Substandard

 

 

 

 

 

 

 

 

 

Doubtful

 

 

 

 

 

 

 

 

 

Totals

 

181,236

 

259,462

 

545,630

 

32,077

 

55,970

 

54,817

 

 

 

1,129,192

Current period gross charge offs

 

 

 

 

 

 

 

 

 

Commercial real estate

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Pass

 

1,575,432

 

2,234,902

 

1,262,634

 

 

827,298

 

1,081,553

 

59,860

 

 

7,041,679

Special Mention

 

 

 

 

 

 

 

 

 

Substandard

 

 

 

 

 

 

 

 

 

Doubtful

 

 

 

 

 

 

 

 

 

Totals

 

1,575,432

 

2,234,902

 

1,262,634

 

 

827,298

 

1,081,553

 

59,860

 

 

7,041,679

Current period gross charge offs

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Pass

 

158,098

 

1,642,544

 

15,831

 

 

 

 

867,743

 

 

2,684,216

Special Mention

 

 

 

 

 

 

 

 

 

Substandard

 

 

 

 

 

 

 

 

 

Doubtful

 

 

 

 

 

 

 

 

 

Totals

 

158,098

 

1,642,544

 

15,831

 

 

 

 

867,743

 

 

2,684,216

Current period gross charge offs

 

 

 

 

 

 

 

 

 

Municipal

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Pass

 

 

 

 

 

 

43,576

 

 

 

43,576

Special Mention

 

 

 

 

 

 

 

 

 

Substandard

 

 

 

 

 

 

 

 

 

Doubtful

 

 

 

 

 

 

 

 

 

Totals

$

$

$

$

$

$

43,576

$

$

$

43,576

Current period gross charge offs

 

 

 

 

 

 

 

 

 

Residential construction

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Performing

$

849,615

$

840,056

$

$

$

$

$

$

$

1,689,671

Nonperforming

 

 

 

 

 

 

 

 

 

Totals

 

849,615

 

840,056

 

 

 

 

 

 

 

1,689,671

Current period gross charge offs

 

 

 

 

 

 

 

 

 

Revolving, open-end

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Performing

 

 

 

 

 

 

 

4,427,561

 

 

4,427,561

Nonperforming

 

 

 

 

 

 

 

 

 

Totals

 

 

 

 

 

 

 

4,427,561

 

 

4,427,561

Current period gross charge offs

 

 

 

 

 

 

 

 

 

First liens

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Performing

 

5,215,114

 

6,100,229

 

7,203,833

 

7,115,759

 

10,905,012

 

37,512,937

 

 

 

74,052,884

Nonperforming

 

 

 

 

455,222

 

 

 

 

 

455,222

Totals

 

5,215,114

 

6,100,229

 

7,203,833

 

7,570,981

 

10,905,012

 

37,512,937

 

 

 

74,508,106

Current period gross charge offs

 

 

 

 

 

 

 

 

 

Junior liens

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Performing

 

273,982

 

471,799

 

336,679

 

37,341

 

118,998

 

12,113

 

 

 

1,250,912

Nonperforming

 

 

 

 

 

 

 

 

 

Totals

 

273,982

 

471,799

 

336,679

 

37,341

 

118,998

 

12,113

 

 

 

1,250,912

Current period gross charge offs

 

 

 

 

 

 

 

 

 

Consumer

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Performing

 

197,025

 

383,622

 

158,729

 

135,247

 

5,278

 

101,910

 

 

 

981,811

Nonperforming

 

 

 

 

 

 

 

 

 

Totals

$

197,025

$

383,622

$

158,729

$

135,247

$

5,278

$

101,910

$

$

$

981,811

Current period gross charge offs

 

 

891

 

 

 

 

 

 

 

891

16

Table of Contents

Information regarding the loan portfolio by risk classification and origination year as of December 31, 2025, follows:

Revolving

Loans

Converted to

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

  ​ ​ ​

2022

  ​ ​ ​

2021

  ​ ​ ​

Prior

  ​ ​ ​

Revolving

  ​ ​ ​

Term Loans

  ​ ​ ​

Total

Other construction and land/land development

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Pass

$

354,590

$

575,616

$

34,818

$

61,851

$

47,771

$

12,543

$

$

$

1,087,189

Special Mention

 

 

 

 

 

 

 

 

 

Substandard

 

 

 

 

 

 

 

 

 

Doubtful

 

 

 

 

 

 

 

 

 

Totals

 

354,590

 

575,616

 

34,818

 

61,851

 

47,771

 

12,543

 

 

 

1,087,189

Current period gross charge offs

 

 

 

 

 

 

 

 

 

Commercial real estate

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Pass

 

2,855,732

 

1,326,304

 

 

860,452

 

966,081

 

1,115,255

 

24,002

 

 

7,147,826

Special Mention

 

 

 

 

 

 

 

 

 

Substandard

 

 

 

 

 

 

 

 

 

Doubtful

 

 

 

 

 

 

 

 

 

Totals

 

2,855,732

 

1,326,304

 

 

860,452

 

966,081

 

1,115,255

 

24,002

 

 

7,147,826

Current period gross charge offs

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Pass

 

1,470,768

 

21,623

 

2,865

 

 

 

65,974

 

657,840

 

 

2,219,070

Special Mention

 

98,009

 

 

 

 

 

 

 

 

98,009

Substandard

 

 

 

 

 

 

 

 

 

Doubtful

 

 

 

 

 

 

 

 

 

Totals

 

1,568,777

 

21,623

 

2,865

 

 

 

65,974

 

657,840

 

 

2,317,079

Current period gross charge offs

 

 

 

 

 

 

 

 

 

Municipal

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Pass

 

 

 

 

 

 

46,214

 

 

 

46,214

Special Mention

 

 

 

 

 

 

 

 

 

Substandard

 

 

 

 

 

 

 

 

 

Doubtful

 

 

 

 

 

 

 

 

 

Totals

 

 

 

 

 

 

46,214

 

 

 

46,214

Current period gross charge offs

 

 

 

 

 

 

 

 

 

Residential construction

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Performing

$

888,416

$

$

$

$

$

$

$

$

888,416

Nonperforming

 

 

 

 

 

 

 

 

 

Totals

 

888,416

 

 

 

 

 

 

 

 

888,416

Current period gross charge offs

 

 

 

 

 

 

 

 

 

Revolving, open-end

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Performing

 

 

 

 

 

 

 

3,464,812

 

 

3,464,812

Nonperforming

 

 

 

 

 

 

 

 

 

Totals

 

 

 

 

 

 

 

3,464,812

 

 

3,464,812

Current period gross charge offs

 

 

 

 

 

 

 

 

 

First liens

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Performing

 

5,423,253

 

8,611,224

 

8,115,642

 

11,451,615

 

13,761,538

 

25,692,748

 

 

 

73,056,020

Nonperforming

 

 

 

792,885

 

 

 

57,825

 

 

 

850,710

Totals

 

5,423,253

 

8,611,224

 

8,908,527

 

11,451,615

 

13,761,538

 

25,750,573

 

 

 

73,906,730

Current period gross charge offs

 

 

 

 

 

 

 

 

 

Junior liens

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Performing

 

638,011

 

390,630

 

79,447

 

125,061

 

 

30,578

 

 

 

1,263,727

Nonperforming

 

 

 

 

 

 

 

 

 

Totals

 

638,011

 

390,630

 

79,447

 

125,061

 

 

30,578

 

 

 

1,263,727

Current period gross charge offs

 

 

 

 

 

 

 

 

 

Consumer

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Performing

 

569,215

 

284,421

 

195,104

 

27,231

 

59,335

 

63,622

 

 

 

1,198,928

Nonperforming

 

891

 

 

 

 

 

 

 

 

891

Totals

$

570,106

$

284,421

$

195,104

$

27,231

$

59,335

$

63,622

$

$

$

1,199,819

Current period gross charge offs

 

 

928

 

1,504

 

3,406

 

 

 

 

 

5,838

17

Table of Contents

Loan aging information as of June 30, 2026 and December 31, 2025 follows:

  ​ ​ ​

  ​ ​ ​

Loans Past Due

  ​ ​ ​

Loans Past Due

  ​ ​ ​

Loans Past Due

  ​ ​ ​

Current Loans

30 – 59 Days

60 – 89 Days

90+ Days

Total Loans

June 30, 2026

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Other construction and land/land development

$

1,129,192

$

$

$

$

1,129,192

Commercial real estate

 

7,041,679

 

 

 

 

7,041,679

Commercial and industrial

 

2,684,216

 

 

 

 

2,684,216

Municipal

 

43,576

 

 

 

 

43,576

Residential construction

 

1,689,671

 

 

 

 

1,689,671

Revolving, open-end

 

4,227,811

 

199,750

 

 

 

4,427,561

First liens

 

74,016,671

 

 

36,213

 

455,222

 

74,508,106

Junior liens

 

1,250,912

 

 

 

 

1,250,912

Consumer

 

981,811

 

 

 

 

981,811

Total

$

93,065,539

$

199,750

$

36,213

$

455,222

$

93,756,724

December 31, 2025

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Other construction and land/land development

$

1,087,189

$

$

$

$

1,087,189

Commercial real estate

 

7,147,826

 

 

 

 

7,147,826

Commercial and industrial

 

2,317,079

 

 

 

 

2,317,079

Municipal

 

46,214

 

 

 

 

46,214

Residential construction

 

888,416

 

 

 

 

888,416

Revolving, open-end

 

3,464,812

 

 

 

 

3,464,812

First liens

 

73,056,020

 

336,238

 

514,472

 

 

73,906,730

Junior liens

 

1,263,727

 

 

 

 

1,263,727

Consumer

 

1,198,928

 

891

 

 

 

1,199,819

Total

$

90,470,211

$

337,129

$

514,472

$

$

91,321,812

Nonaccrual loans as of June 30, 2026 follows:

Amortized

Interest

Cost Basis of

Nonaccrual 

Nonaccrual

Income

Loans 90+

Loans With No

Loans With an

Total

Recognized on

Days Past Due

Allowance for

Allowance for

Nonaccrual

Nonaccrual

Not on

  ​ ​ ​

Credit Losses

  ​ ​ ​

Credit Losses

  ​ ​ ​

Loans

  ​ ​ ​

Loans

  ​ ​ ​

Nonaccrual

June 30, 2026

First liens

$

455,222

$

$

455,222

$

$

Total

$

455,222

$

$

455,222

$

$

As of December 31, 2025, there were no loans on nonaccrual.

The Bank did not have any loan modifications to borrowers experiencing financial difficulty during the six months ended June 30, 2026 and 2025.

Directors and executive officers of the Bank, including their families and businesses in which they are principal owners, are considered related parties. All loans to these related parties were made on the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with others and did not involve more than the normal risk of collectability or present other unfavorable features.

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A summary of loans to directors, executive officers, and their affiliates as of June 30, 2026 and December 31, 2025 is as follows:

  ​ ​ ​

June 30, 

  ​ ​ ​

December 31, 

2026

2025

Beginning balance

$

553,843

$

607,052

New loans

 

218,697

 

14,970

Repayments

 

(30,122)

 

(68,179)

Ending balance

$

742,418

$

553,843

NOTE 4:FAIR VALUE MEASUREMENTS

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

Some assets and liabilities, such as investment securities available for sale, are measured at fair value on a recurring basis under accounting principles generally accepted in the United States. Other assets and liabilities, such as collateral dependent loans, may be measured at fair value on a nonrecurring basis.

Following is a description of the valuation methodology and significant inputs used for each asset and liability measured at fair value on a recurring or nonrecurring basis, as well as the classification of the asset or liability within the fair value hierarchy.

Investment securities available for sale — Investment securities available for sale may be classified as Level 1, Level 2, or Level 3 measurements within the fair value hierarchy. Level 1 securities include investment securities traded on a national exchange. The fair value measurement of a Level 1 security is based on the quoted price of the security. Level 2 securities include U.S. government and agency securities, obligations of states and political subdivisions, and mortgage-backed securities. The fair value measurement of a Level 2 security is obtained from monthly brokerage account statements and is based on recent sales of similar securities and other observable market data.

Loans — Loans are not measured at fair value on a recurring basis. However, individually evaluated loans may be measured at fair value on a nonrecurring basis. The fair value measurement of a loan that is collateral dependent is based on the fair value of the underlying collateral. Independent appraisals are obtained that utilize one or more valuation methodologies — typically they will incorporate a comparable sales approach and an income approach. Management routinely evaluates the fair value measurements of independent appraisers and adjusts those valuations based on differences noted between actual selling prices of collateral and the most recent appraised value. Such adjustments are usually significant, which results in a Level 3 classification. All other individually evaluated loan measurements are based on other loss estimation methodologies and, thus, are not fair value measurements.

Mutual funds — Mutual funds are considered equity securities with a readily determinable fair value and are measured at fair value on a recurring basis. The fair value measurement of equity securities with a readily determinable fair value are based on the quoted price of the security and is considered a Level 1 fair value measurement.

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Table of Contents

Information regarding the fair value of assets and liabilities measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 follows:

  ​ ​ ​

Recurring Fair Value Measurements Using

  ​ ​ ​

  ​ ​ ​

Quoted Prices

in Active

Significant

Markets for

Other

Significant

Identical

Observable

Unobservable

 

Instruments

 

Inputs

Inputs 

  ​ ​ ​

(Level 1)

(Level 2)

  ​ ​ ​

(Level 3)

  ​ ​ ​

Total

June 30, 2026

 

  ​

 

  ​

 

  ​

 

  ​

Assets:

 

  ​

 

  ​

 

  ​

 

  ​

Investment securities available for sale

$

$

8,367,925

$

$

8,367,925

Other investments – mutual funds

 

307,890

 

 

 

307,890

Totals

$

307,890

$

8,367,925

$

$

8,675,815

December 31, 2025

 

  ​

 

  ​

 

  ​

 

  ​

Assets: Investment securities available for sale

$

$

8,686,675

$

$

8,686,675

Other investments – mutual funds

 

301,159

 

 

 

301,159

Totals

$

301,159

$

8,686,675

$

$

8,987,834

There were no assets and liabilities measured at fair value on a nonrecurring basis as of June 30, 2026 and December 31, 2025.

The Bank estimates fair value of all financial instruments regardless of whether such instruments are measured at fair value. The following methods and assumptions were used by the Bank to estimate fair value of financial instruments not previously discussed.

Cash and cash equivalents — The carrying value approximates fair value.

Investment securities held to maturity — Fair value of investment securities held to maturity is based on dealer quotations on similar securities near period-end.

Loans – Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. Fair value of variable rate loans that reprice frequently is based on carrying values. Fair value of other loans is estimated by discounting future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings. Fair value of individually analyzed and other non-performing loans is estimated using discounted expected cash flows or fair value of the underlying collateral, if applicable.

FHLB stock — The carrying value approximates fair value.

Accrued interest receivable — The carrying value approximates fair value.

Cash value of life insurance — The carrying value approximates fair value.

Deposits — Fair value of deposits with no stated maturity, such as NOW, passbook, and insured money market accounts, by definition, is the amount payable on demand on the reporting date. Fair value of certificates of deposit is estimated using discounted cash flows applying interest rates currently offered on issue of similar time deposits.

Advance payments by borrowers for taxes and insurance — The carrying value approximates fair value.

Federal Home Loan Bank advances — Federal Home Loan Bank advances are carried at cost, and the fair value is obtained from a third party using actual Bank data and current market rates.

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Table of Contents

Accrued interest payable — The carrying value approximates fair value.

The carrying value and estimated fair value of financial instruments at June 30, 2026 and December 31, 2025 follows:

Carrying

Estimated

Fair Value Hierarchy

  ​ ​ ​

Value

  ​ ​ ​

Fair Value

  ​ ​ ​

Level 1

  ​ ​ ​

Level 2

  ​ ​ ​

Level 3

June 30, 2026

Financial assets:

Cash and cash equivalents

$

21,782,238

$

21,782,238

$

21,782,238

$

$

Investment securities available for sale

 

8,367,925

 

8,367,925

 

 

8,367,925

 

Investment securities held to maturity

 

1,416,188

 

1,377,371

 

 

1,377,371

 

Loans, net

 

92,220,076

 

87,258,443

 

 

 

87,258,443

FHLB stock

 

432,000

 

432,000

 

 

432,000

 

Mutual funds

 

307,890

 

307,890

 

307,890

 

 

Accrued interest receivable

 

411,118

 

411,118

 

411,118

 

 

Cash value of life insurance

 

2,276,540

 

2,276,540

 

 

2,276,540

 

Total

$

127,213,975

$

122,213,525

$

22,501,246

$

12,453,836

$

87,258,443

Financial liabilities:

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Deposits

$

94,696,352

$

94,611,351

$

55,574,909

$

$

39,036,442

Federal Home Loan Bank advances

 

8,000,000

 

8,006,000

 

 

8,006,000

 

Accrued interest payable

 

56,742

 

56,742

 

56,742

 

 

Total

$

102,753,094

$

102,674,093

$

55,631,651

$

8,006,000

$

39,036,442

Carrying

Estimated

Fair Value Hierarchy

  ​ ​ ​

Value

  ​ ​ ​

Fair Value

  ​ ​ ​

Level 1

  ​ ​ ​

Level 2

  ​ ​ ​

Level 3

December 31, 2025

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Financial assets:

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Cash and cash equivalents

$

9,194,860

$

9,194,860

$

9,194,860

$

$

Investment securities available for sale

 

8,686,675

 

8,686,675

 

 

8,686,675

 

Investment securities held to maturity

 

1,515,807

 

1,488,818

 

 

1,488,818

 

Loans, net

 

89,761,496

 

84,201,789

 

 

 

84,201,789

FHLB stock

 

427,400

 

427,400

 

 

427,400

 

Mutual funds

 

301,159

 

301,159

 

301,159

 

 

Accrued interest receivable

 

359,568

 

359,568

 

359,568

 

 

Cash value of life insurance

 

2,232,345

 

2,232,345

 

 

2,232,345

 

Total

$

112,479,310

$

106,892,614

$

9,855,587

$

12,835,238

$

84,201,789

Financial liabilities:

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Deposits

$

92,675,307

$

92,633,307

$

58,338,645

$

$

34,294,662

Advance payments by borrowers for taxes and insurance

 

120,461

 

120,461

 

 

120,461

 

Federal Home Loan Bank advances

 

8,000,000

 

8,149,000

 

 

8,149,000

 

Accrued interest payable

 

56,633

 

56,633

 

56,633

 

 

Total

$

100,852,401

$

100,959,401

$

58,395,278

$

8,269,461

$

34,294,662

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Limitations — The fair value of a financial instrument is the current amount that would be exchanged between market participants, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Bank’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Consequently, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Bank.

Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Bank’s entire holdings of a particular instrument. Because no market exists for a significant portion of the Bank’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters that could affect the estimates. Fair value estimates are based on existing on- and off-balance-sheet financial instruments without attempting to estimate the value of anticipated future business. Deposits with no stated maturities are defined as having a fair value equivalent to the amount payable on demand. This prohibits adjusting fair value derived from retaining those deposits for an expected future period of time. This component, commonly referred to as a deposit base intangible, is neither considered in the above amounts nor is it recorded as an intangible asset on the balance sheet. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

NOTE 5:REGULATORY MATTERS

The Bank is subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements.

In September 2019, the FDIC finalized a rule that introduced an optional simplified measure of capital adequacy known as the community bank leverage ratio (CBLR) framework. In order to qualify for the CBLR framework, the Bank must have a Tier 1 leverage ratio of greater than 9%, less than $10 billion in total consolidated assets, and limited amounts of off-balance-sheet exposures and trading assets and liabilities.

Under the final rule, an eligible community banking organization can opt out of the CBLR framework and revert back to a risk-weighting framework without restriction.

As of June 30, 2026 and December 31, 2025, the Bank qualified for and elected to use the CBLR framework. An institution opting into the CBLR framework and meeting all requirements under the framework will be considered to have met the well-capitalized ratio requirements under the Prompt Corrective Action regulations and will not be required to report or calculate risk-based capital.

As of June 30, 2026, the most recent notification from the regulatory agencies categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum regulatory capital ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the Bank’s eligibility to opt into the CBLR framework.

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Table of Contents

The Bank’s actual capital amounts and ratios as of June 30, 2026 and December 31, 2025, are presented in the following table:

  ​ ​ ​

  ​ ​ ​

To Be Well Capitalized

 

Under Prompt Corrective

Actual

Action Provisions

(Dollars in Thousands)

Amount

Ratio

Amount

Ratio

 

June 30, 2026

  ​

  ​

  ​

  ​

 

Community Bank Leverage Ratio

$

22,951

16.80

%  

$

12,294

9.00

%

December 31, 2025

 

 

  ​

 

  ​

 

  ​

Community Bank Leverage Ratio

$

18,882

 

16.05

%  

$

10,587

 

9.00

%

NOTE 6: EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)

In connection with the Conversion, the Company established an Employee Stock Ownership Plan (“ESOP”) for the exclusive benefit of eligible employees. It is expected that the Bank will make annual contributions to the ESOP in amounts as defined by the ESOP loan documents. The contributions will be used to repay the ESOP loan. Certain ESOP shares are pledged as collateral for the ESOP loan. As the ESOP loan is repaid, shares are released from collateral and allocated to eligible participants, based on the proportion of loan repayments paid in the year. Shares allocated to eligible participants vest over a five year graded schedule and will become 100% vested upon completion of five years of service with the Bank.

At June 30, 2026, there were no shares allocated to participants. There were 1,003 shares committed to be released to participants and 136,537 unallocated shares. The fair value of unallocated ESOP shares totaled $1,549,700 at June 30, 2026.

In connection with the Company’s Conversion, the ESOP borrowed $1,375,400 from the Company for the purpose of purchasing shares of the Company’s stock. A total of 137,540 shares were purchased with the loan proceeds. Company stock purchased by the ESOP is shown as a reduction of shareholders’ equity. The ESOP loan is expected to be repaid over a period of 25 years.

The annual contribution to the ESOP will be made during the period ending December 31, 2026, as loan payments are scheduled to be made annually on December 31 of each year. Compensation expense is recognized over the service period based on the average fair value of the shares and totaled $11,201 for both the three and six months ended June 30, 2026. There was no ESOP compensation expense for the three- and six-month periods ended June 30, 2025.

NOTE 7: EARNINGS PER SHARE

Basic earnings per share is calculated by dividing net income by the weighted-average number of common shares outstanding during the period. Unallocated common shares held by the ESOP are shown as a reduction in shareholders’ equity and are excluded from weighted-average common shares outstanding for both basic and diluted earnings per share calculations until they are committed to be released.

The Company had no dilutive or potentially dilutive securities during the three- and six-month periods ended June 30, 2026.

Weighted-average shares outstanding for the three- and six-month periods ended June 30, 2026, have been calculated assuming the shares were outstanding at the beginning of each respective period.

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Table of Contents

The following table sets forth the computation of basic and diluted earnings per share:

Three Months Ended
June 30,

Six Months Ended
June 30,

  ​ ​ ​

2026

  ​ ​ ​

2025

 

2026

  ​ ​ ​

2025

Net (loss) income

$

(148,413)

$

36,686

$

(1,410,551)

$

125,786

Weighted-average common shares outstanding, gross

1,719,250

1,719,250

Less unallocated ESOP shares

(137,027)

(137,027)

Weighted-average common shares outstanding

1,582,223

1,582,223

Earnings per share - basic

$

(0.09)

n/a

$

(0.89)

n/a

Earnings per share - diluted

$

(0.09)

n/a

$

(0.89)

n/a

NOTE 8: SUBSEQUENT EVENTS

Management has evaluated subsequent events for recognition and disclosure through August 14, 2026, which is the date the financial statements were available to be issued. Following completion of the Company's core processing system conversion in July 2026, certain remaining conversion-related service fees totaling approximately $68,000 were incurred and paid. These amounts primarily consisted of July 2026 processing services and temporary post-conversion system access provided by the former core processing vendor. These costs were included in Other assets at June 30, 2026 and were recognized as expense during the third quarter of 2026 as the related services were received. No other material subsequent events requiring recognition or disclosure were identified.

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

This discussion and analysis reflects our financial information and other relevant statistical data, and is intended to enhance your understanding of our financial condition and results of operations. The information in this section has been derived from the accompanying unaudited financial statements and the audited financial statements included with the Form S-1.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,” “believe,” “contemplate,” “continue,” “target” and words of similar meaning. These forward-looking statements include, but are not limited to:

statements of our goals, intentions and expectations;
statements regarding our business plans, prospects, growth and operating strategies;
statements regarding the asset quality of our loan and investment portfolios; and
estimates of our risks and future costs and benefits.

These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this report.

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Table of Contents

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

general economic conditions, either nationally or in our market areas, which are worse than expected including as a result of employment levels and labor shortages, and the effects of inflation, a potential recession or slowing of economic growth;

inflation and changes in the interest rate environment that reduce our margins and yields, the fair value of financial instruments, our level of loan originations, or increase the level of defaults, losses and prepayments on loans we have made and will make in the future;

changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for credit losses;

our ability to access cost-effective funding;

our ability to maintain adequate liquidity, primarily through deposits;

fluctuations in real estate values and in the conditions of the residential real estate and commercial real estate markets;

demand for loans and deposits in our market area;

our ability to implement and change our business strategies, and the expense related to such implementation;

increased competition among depository and other banking and non-banking institutions;

adverse changes in the securities markets;

changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees, capital requirements and insurance premiums;

changes in the quality or composition of our loan or investment portfolios;

technological changes that may be more difficult, resources intensive or expensive than expected;

the inability of third-party providers to perform as expected;

a failure or breach of our operational or information security systems or infrastructure, including cyberattacks;

our ability to manage market risk, credit risk and operational risk;

our ability to efficiently and successfully enter new markets and capitalize on growth opportunities;

changes in consumer spending, borrowing and savings habits;
changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the SEC or the Public Company Accounting Oversight Board;

our ability to retain key employees; and

changes in the financial condition, results of operations or future prospects of issuers of securities that we own.

Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.

Critical Accounting Policies and Use of Critical Accounting Estimates

The discussion and analysis of the financial condition and results of operations are based on our financial statements, which are prepared in conformity with generally accepted accounting principles used in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of income and expenses. We consider the accounting policies discussed below to be critical accounting policies. The estimates and assumptions that we use with respect to critical accounting policies are based on historical experience and various other factors and are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions, resulting in a change that could have a material impact on the carrying value of our assets and liabilities and our results of operations.

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Table of Contents

The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company,” we may delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We intend to take advantage of the benefits of this extended transition period. Accordingly, our financial statements may not be comparable to companies that comply with such new or revised accounting standards.

The following represent our critical accounting policies:

Allowance for Credit Losses (ACL).   The allowance for credit losses is the estimated amount considered necessary to cover expected credit losses in the loan portfolio at the balance sheet date. The allowance is established through the provision for credit losses on loans which is charged against income; in determining the allowance for credit losses, management makes significant estimates and has identified this policy as one of our most critical accounting policies. The Bank adopted the Current Expected Credit Loss (CECL) accounting standard effective January 1, 2023, using the Weighted Average Remaining Maturity (WARM) method. The WARM method calculates an average annualized historical Net Charge-off (NCO) rate for a specific segment of a loan portfolio over a defined lookback period. The WARM factor represents the estimated remaining life of the loan portfolio segment, adjusted for scheduled amortization and estimated prepayments. Qualitative adjustments (Q factors) are incorporated to account for factors not captured by the historical data, such as current economic conditions and forecasts that might differ from historical trends. The ACL calculation is the average annual NCO rates multiplied by the estimated remaining life of the loan portfolio segment (WARM factor) and then adjusted by the Q factors to arrive at the estimated ACL.

Management performs a quarterly evaluation of the allowance for credit losses. Consideration is given to a variety of factors in establishing this estimate including, but not limited to, current economic conditions, delinquency statistics, geographic and industry concentrations, the adequacy of the underlying collateral, the financial strength of the borrower, results of internal loan reviews and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change.

The analysis has two components, specific and general allowances. The specific allowance is for unconfirmed losses related to loans that require individual evaluation with expected credit losses being measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral adjusted for market conditions and selling expenses. If the fair value of the loan is less than the loan’s carrying value, a charge is recorded for the difference. The general allowance, which is for loans reviewed collectively, is determined by segregating the remaining loans by type of loan, risk weighting (if applicable) and payment history. We also analyze historical loss experience, delinquency trends, general economic conditions and geographic and industry concentrations. This analysis establishes historical loss percentages and qualitative factors that are applied to the loan groups to determine the amount of the allowance for credit losses necessary for loans that are reviewed collectively. The qualitative component is critical in determining the allowance for credit losses as certain trends may indicate the need for changes to the allowance for credit losses based on factors beyond the historical loss history. Not incorporating a qualitative component could misstate the allowance for credit losses. Actual credit losses may be significantly more than the allowances we have established which could result in a material negative effect on our financial results.

Deferred Tax Assets.   We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion of the deferred tax asset will not be realized. We exercise significant judgment in evaluating the amount and timing of recognition of the resulting tax liabilities and assets. These judgments require us to make projections of future taxable income. The judgments and estimates we make in determining our deferred tax assets, which are inherently subjective, are

26

Table of Contents

reviewed on a continual basis as regulatory and business factors change. Determining the proper valuation allowance for deferred taxes is critical in properly valuing the deferred tax asset and the related recognition of income tax expense or benefit. Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets.

Fair Value Measurements.   The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. We estimate the fair value of a financial instrument and any related asset impairment using a variety of valuation methods. Where financial instruments are actively traded and have quoted market prices, quoted market prices are used for fair value. When the financial instruments are not actively traded, other observable market inputs, such as quoted prices of securities with similar characteristics, may be used, if available, to determine fair value. When observable market prices do not exist, we estimate fair value. These estimates are subjective in nature and imprecision in estimating these factors can impact the amount of gain or loss recorded. For a detailed description of the fair values measured at each level of the fair value hierarchy and the methodology we use, see Note 4 of the notes to the financial statements.

Comparison of Financial Condition at June 30, 2026 and December 31, 2025

Total Assets.   Total assets increased $13.2 million, or 11.0%, since December 31, 2025. The increase was primarily comprised of increases in cash and cash equivalents of $12.6 million, net loans of $2.5 million, deferred tax asset of $539,000, and other assets of $114,000, which was partially offset by decreases in prepaid Conversion costs of $2.0 million, investment securities available for sale of $319,000, and investment securities held to maturity of $100,000.

Cash and Cash Equivalents.   Cash and cash equivalents increased by $12.6 million, to $21.8 million at June 30, 2026, compared to $9.2 million at December 31, 2025. This increase was primarily due to net proceeds received from the issuance of common stock totaling $13.6 million as part of the Conversion as well as maturities and payments received on investment securities available for sale and investment securities held to maturity, which was partially offset by the purchase of ESOP shares of $1.4 million.

Investment Securities Available for Sale.   Investment securities available for sale decreased by $319,000, or 3.7%, since December 31, 2025. The decline was a result of maturities and principal payments on mortgage-backed securities. No purchases of investment securities available for sale occurred during the six months ended June 30, 2026. The unrealized loss on investment securities available for sale increased $18,000 during the six months ended June 30, 2026 from $409,000 at December 31, 2025 to $427,000 at June 30, 2026.

Investment Securities Held to Maturity.   Investment securities held to maturity decreased by $100,000, or 6.6%, from December 31, 2025 to $1.4 million at June 30, 2026. This decrease was the result of principal payments on mortgage-backed securities.

Gross Loans.   Gross loans increased $2.4 million, or 2.7%, to $93.8 million at June 30, 2026 compared to December 31, 2025, primarily reflecting growth in residential one- to four-family mortgage loans, including residential construction loans. The increase was partially offset by decreases in consumer and commercial real estate loans.

Residential one- to four-family mortgage loans (including residential construction loans) increased $2.4 million, or 3.0%, from $79.5 million at December 31, 2025 to $81.9 million at June 30, 2026. Commercial loans (commercial and industrial and municipal loan segments) increased $364,000, or 15.4%, to $2.7 million at June 30, 2026. Commercial construction and land development loans increased by $42,000, or 3.9%, to $1.1 million at June 30, 2026. Commercial real estate loans decreased $106,000, or 1.5%, from December 31, 2025 to $7.0 million at June 30, 2026. Consumer loans decreased $218,000, or 18.2%, to $1.0 million at June 30, 2026.

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Deposits.   Deposits increased to $94.7 million at June 30, 2026, an increase of $2.0 million, or 2.2%, from $92.7 million at December 31, 2025. Non-maturity deposits decreased $2.9 million and time deposits increased by $4.9 million. The decrease in non-maturity deposits was primarily due to timing of payroll runs with a few larger business customers as well as customers moving from non-maturity savings accounts to time deposits, specifically the flex CD product. The increase in time deposits was primarily due to customers moving from non-maturity savings accounts to time deposits, specifically the flex CD product. The majority of the increase in time deposits was in certificates of deposit with maturities of less than one year.

Borrowings.   Federal Home Loan Bank advances totaled $8.0 million outstanding at both June 30, 2026 and December 31, 2025. The borrowing originated in September 2023 to finance the construction of our new facility in Deer Lodge and to support loan growth. At June 30, 2026, the Bank had access to up to $45.3 million of additional advances from the Federal Home Loan Bank compared to $42.1 million at December 31, 2025.

Total Shareholders’ Equity.   Total shareholders’ equity increased $10.8 million, or 58.3%, to $29.2 million at June 30, 2026, compared to $18.5 million at December 31, 2025. The increase was due primarily to the completion of the common stock offering and issuance of the common stock, resulting in total proceeds, net of offering costs, of $13.6 million, partially offset by decreases from the purchase of ESOP shares of $1.4 million, net losses of $1.4 million and an increase in accumulated other comprehensive loss of $13,000 during the six months ended June 30, 2026.

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Average Balances and Yields.   The following table sets forth average balance sheets, average yields and costs, and certain other information for the periods indicated. No tax-equivalent yield adjustments have been made, as the effects are immaterial. Average balances are daily average balances. Non-accrual loans are included in average balances only. Average yields include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense. Net deferred loan fees/costs amounts are immaterial.

For the Three Months Ended June 30, 

 

2026

2025

 

Average

Average

 

Outstanding

Average

Outstanding

Average

 

Balance

Interest

Yield/Rate(4)

Balance

Interest

Yield/Rate(4)

 

Interest-earning assets:

  ​ ​ ​

(Dollars in thousands)

 

Interest-bearing deposits

$

13,141

$

97

 

2.95

%  

$

6,775

$

59

 

3.48

%

Investment securities

 

10,331

 

72

 

2.79

%  

 

11,984

 

79

 

2.64

%

Loans

 

92,805

 

1,311

 

5.65

%  

 

86,537

 

1,177

 

5.44

%

Other investments

 

432

 

10

 

9.26

%  

 

427

 

10

 

9.37

%

Total interest-earning assets

 

116,709

 

1,490

 

5.11

%  

 

105,723

 

1,325

 

5.01

%

Noninterest-earning assets

 

7,987

 

  ​

 

7,222

Allowance for credit losses

 

(1,170)

 

  ​

 

(1,204)

Total assets

$

123,526

$

111,741

Interest-bearing liabilities:

Interest-bearing demand deposits

$

13,740

 

7

 

0.20

%  

$

13,054

 

7

 

0.21

%

Savings deposits

 

33,462

 

113

 

1.35

%  

 

34,927

 

99

 

1.13

%

Certificates of deposit

 

40,241

 

352

 

3.50

%  

 

29,794

 

230

 

3.09

%

Total interest-bearing deposits

 

87,443

 

472

 

2.16

%  

 

77,775

 

336

 

1.73

%

Federal Home Loan Bank advances

 

8,003

 

87

 

4.35

%  

 

8,000

 

87

 

4.35

%

Total interest-bearing liabilities

 

95,446

 

559

 

2.34

%  

 

85,775

 

423

 

1.97

%

Noninterest-bearing demand deposits

 

6,766

 

  ​

 

6,706

 

  ​

 

Other noninterest-bearing liabilities

 

827

 

  ​

 

920

Total liabilities

 

103,039

 

  ​

 

93,401

Total equity capital

 

20,487

 

  ​

 

18,340

Total liabilities and equity capital

$

123,526

$

111,741

Net interest income

$

931

 

  ​

$

902

  ​

Net interest rate spread(1)

 

2.76

%  

 

3.04

%

Net interest-earning assets(2)

$

21,263

$

19,948

Net interest margin(3)

 

3.19

%  

 

3.41

%

Average interest-earning assets to interest-bearing liabilities

122.28

%  

 

 

123.26

%  

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

(2) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

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

  ​ ​ ​

Three Months Ended June 30, 2026 vs. June 30, 2025

Increase (Decrease) Due to:

Total Increase 

Volume

  ​ ​ ​

Rate

  ​ ​ ​

(Decrease)

(ln thousands)

Interest-earning assets:

 

  ​

 

  ​

Interest-bearing deposits

 

45

 

(7)

38

Investment securities

 

(12)

 

5

(7)

Loans

 

87

 

47

134

Other investments

 

 

Total interest-earning assets

 

120

 

45

165

Interest-bearing liabilities:

 

  ​

 

  ​

Interest-bearing demand deposits

 

 

Savings deposits

 

(4)

 

18

14

Certificates of deposit

 

88

 

34

122

Total interest-bearing deposits

 

84

 

52

136

Federal Home Loan Bank advances

 

 

Total interest-bearing liabilities

 

84

 

52

136

Change in net interest income

 

36

 

(7)

29

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For the Six Months Ended June 30, 

 

2026

2025

 

Average

Average

 

Outstanding

Average

Outstanding

Average

 

Balance

Interest

Yield/Rate(4)

Balance

Interest

Yield/Rate(4)

 

Interest-earning assets:

  ​ ​ ​

(Dollars in thousands)

 

Interest-bearing deposits

$

9,930

$

146

 

2.94

%  

$

5,893

$

100

 

3.39

%

Investment securities

 

10,442

 

140

 

2.68

%  

 

12,126

 

158

 

2.61

%

Loans

 

92,097

 

2,594

 

5.63

%  

 

87,271

 

2,322

 

5.32

%

Other investments

 

430

 

20

 

9.30

%  

 

428

 

20

 

9.35

%

Total interest-earning assets

 

112,899

 

2,900

 

5.14

%  

 

105,718

 

2,600

 

4.92

%

Noninterest-earning assets

 

9,244

 

  ​

 

7,503

Allowance for credit losses

 

(1,155)

 

  ​

 

(1,175)

Total assets

$

120,988

$

112,046

Interest-bearing liabilities:

Interest-bearing demand deposits

$

13,743

 

14

 

0.20

%  

$

12,845

 

13

 

0.20

%

Savings deposits

 

34,168

 

209

 

1.22

%  

 

34,192

 

192

 

1.12

%

Certificates of deposit

 

37,999

 

663

 

3.49

%  

 

30,904

 

489

 

3.16

%

Total interest-bearing deposits

 

85,910

 

886

 

2.06

%  

 

77,941

 

694

 

1.78

%

Federal Home Loan Bank advances

 

8,001

 

173

 

4.32

%  

 

8,000

 

173

 

4.33

%

Total interest-bearing liabilities

 

93,911

 

1,059

 

2.26

%  

 

85,941

 

867

 

2.02

%

Noninterest-bearing demand deposits

 

6,723

 

  ​

 

6,578

 

  ​

 

Other noninterest-bearing liabilities

 

870

 

  ​

 

1,005

Total liabilities

 

101,504

 

  ​

 

93,524

Total equity capital

 

19,484

 

  ​

 

18,522

Total liabilities and equity capital

$

120,988

$

112,046

Net interest income

$

1,841

 

  ​

$

1,733

  ​

Net interest rate spread(1)

 

2.88

%  

 

2.90

%

Net interest-earning assets(2)

$

18,988

$

19,777

Net interest margin(3)

 

3.26

%  

 

3.28

%

Average interest-earning assets to interest-bearing liabilities

120.22

%  

 

 

123.01

%  

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

(2) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

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

  ​ ​ ​

Six Months Ended June 30, 2026 vs. June 30, 2025

Increase (Decrease) Due to:

Total Increase 

Volume

  ​ ​ ​

Rate

  ​ ​ ​

(Decrease)

(ln thousands)

Interest-earning assets:

 

  ​

 

  ​

Interest-bearing deposits

 

57

 

(11)

46

Investment securities

 

(23)

 

5

(18)

Loans

 

132

 

140

272

Other investments

 

 

Total interest-earning assets

 

166

 

134

300

Interest-bearing liabilities:

 

  ​

 

  ​

Interest-bearing demand deposits

 

1

 

1

Savings deposits

 

 

17

17

Certificates of deposit

 

120

 

54

174

Total interest-bearing deposits

 

121

 

71

192

Federal Home Loan Bank advances

 

 

Total interest-bearing liabilities

 

121

 

71

192

Change in net interest income

 

45

 

63

108

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Comparison of Operating Results for the Three Months ended June 30, 2026 and 2025

General.   Net loss for the three months ended June 30, 2026 was $148,000, a decrease of $185,000, compared to net income of $37,000 for the three months ended June 30, 2025. The decrease in net income was primarily due to an increase of $286,000 in data processing for conversion costs of our core data processing platform to a new platform completed in July 2026, an increase in professional fees of $48,000 incurred in 2026 for the stock offering and Conversion, partially offset by increases of $29,000 in net interest income, $42,000 recoveries of credit losses, $32,000 noninterest income, and a $41,000 decrease in income tax.

Interest Income.   Interest income increased by $166,000, or 12.5%, to $1.5 million at June 30, 2026 from $1.3 million at June 30, 2025. The increase in interest income is attributed primarily to a $134,000, or 11.4% increase in loan interest income. The increased loan interest income primarily resulted from the lagged impact of elevated 2023 and 2024 loan yields on the portfolio, as those loans had not yet repriced lower by June 30, 2025, partially offset by later 2025 rate declines.

The average balance of loans during the three months ended June 30, 2026 increased by $6.3 million, or 7.2%, from the three months ended June 30, 2025. The average yield on loans increased to 5.65% for the three months ended June 30, 2026, from 5.44% for the three months ended June 30, 2025.

The average balance of investment securities decreased $1.7 million, or 13.8% to $10.3 million for the three months ended June 30, 2026, from $12.0 million for the three months ended June 30, 2025. The average yield on investment securities increased to 2.79% for the three months ended June 30, 2026, from 2.64% for the three months ended June 30, 2025.

Interest Expense.   Total interest expense increased $136,000, or 32.2%, to $559,000 for the three months ended June 30, 2026 from June 30, 2025. The increase was primarily attributable to the increased average balance of certificates of deposit during the year, reflecting increased customer demand for certificates of deposit with the additional offering of the flex certificates of deposit accounts.

There was an increase in the average cost of interest-bearing deposits to 2.16% for the three months ended June 30, 2026 from 1.73% for the three months ended June 30, 2025, reflecting the renewals of time deposits in the current market interest rate environment. The average balance of interest-bearing deposits increased by $9.7 million, or 12.4%, to $87.4 million for the three months ended June 30, 2026 from $77.8 million for the three months ended June 30, 2025.

Interest paid on FHLB borrowings remained stable with no significant changes in borrowings from June 30, 2025 to June 30, 2026.

Net Interest Income.   Net interest income increased $29,000, or 3.2%, to $931,000 for the three months ended June 30, 2026 compared to $902,000 for the three months ended June 30, 2025. The increase reflects the increase in average net interest-earning assets of $1.3 million or 6.6%, to $21.3 million for the three months ended June 30, 2026 from $19.9 million for the three months ended June 30, 2025, while the interest rate spread decreased to 2.76% for the three months ended June 30, 2026 from 3.04% for the three months ended June 30, 2025. The net interest margin decreased to 3.19% for the three months ended June 30, 2026 from 3.41% for the three months ended June 30, 2025. Both the interest rate spread and net interest margin decreased due to the declining interest rate environment, along with interest-earning assets repricing more slowly than interest-bearing liabilities.

Provision for (Recovery of) Credit Losses.    The provision for (recovery of) credit losses on loans for the three months ended June 30, 2026 was ($53,000) compared to ($11,000) for the three months ended June 30, 2025, a decrease of $42,000. The allowance for credit losses increased by $20,000, or 1.8%, to $1.1 million at June 30, 2026. The allowance for credit losses represented 1.19% of total loans at June 30, 2026 and 1.27% of total loans at June 30, 2025. The determination of the adequacy of the allowance for credit losses was based primarily on the low balances of nonperforming loans, delinquent loans and net charge offs in both periods. The provision for (recovery of) credit losses on unfunded loan commitments decreased by $300 for the three months ended June 30, 2026

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compared to the three months ended June 30, 2025. The reserve for unfunded loan commitments increased $31,000, or 88.4%, to $66,000 at June 30, 2026 from $35,000 at June 30, 2025.

The decrease in the provision for credit losses was primarily attributable to decreases in loans past due 30 or more days during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Total loans past due 30 or more days improved $1.8 million during the three months ended June 30, 2026 and were $691,000 at June 30, 2026, compared to $2.6 million at March 31, 2026. Total loans past due 30 or more days improved much less significantly of $609,000 during the three months ended June 30, 2025 and were $718,000 at June 30, 2025, compared to $1.3 million at March 31, 2025. Nonperforming loans totaled $455,000 at June 30, 2026 compared to zero at December 31, 2025 and consisted of a single residential one- to four-family mortgage relationship.

The allowance for credit losses reflects the estimate management believes to be appropriate to cover current expected credit losses which were inherent in the loan portfolio at June 30, 2026 and December 31, 2025. While management believes the estimates and assumptions used in the determination of the adequacy of the allowance are reasonable, such estimates and assumptions could be proven incorrect in the future, and the actual amount of future provisions may exceed the amount of past provisions. Any such increase in future provisions that may be required may adversely impact the Bank’s financial condition and results of operations. Furthermore, as an integral part of its examination process, the FDIC will periodically review our allowance for credit losses. The FDIC may have judgments different than those of management, and we may determine to increase our allowance as a result of these regulatory reviews.

Noninterest Income.   Noninterest income totaled $86,000 for the three months ended June 30, 2026, an increase of $32,000, or 60.1%, from $54,000 for the three months ended June 30, 2025. The increase was primarily due to a $17,000 increase in cash value of life insurance from an additional $1.5 million policy purchased in September 2025, and a $16,000 increase in other noninterest income.

Noninterest Expense.   Noninterest expense increased $330,000, or 34.3%, to $1.3 million for the three months ended June 30, 2026, compared to $962,000 for the three months ended June 30, 2025. The increase was primarily attributable to an increase of $286,000 in data processing for conversion costs of our core data processing platform to a new platform completed in July 2026, and in professional fees of $48,000 incurred in 2026 for the stock offering and Conversion.

Provision for Income Taxes.   The provision for income taxes decreased by $42,000, to a benefit of $73,000 for the three months ended June 30, 2026, compared to a benefit of $31,000 for the three months ended June 30, 2025. The increased tax benefit was primarily attributable to the decrease in net income and an increase in tax benefit related to cash value of life insurance of $22,000. The effective tax rates were 32.9% and (577.7%) for the three months ended June 30, 2026 and 2025, respectively.

Comparison of Operating Results for the Six Months ended June 30, 2026 and 2025

General.   Net loss for the six months ended June 30, 2026 was $1.4 million, a decrease of $1.5 million, compared to net income of $126,000 for the six months ended June 30, 2025. The decrease in net income was primarily due to a one-time expense of $2.0 million for conversion costs for our core data processing platform to a new platform completed in July 2026, a decrease in recovery of credit losses on loans and unfunded commitments of $100,000 as compared to a $104,000 recovery in the six months ended June 30, 2025, and an increase in professional fees of $135,000 incurred in 2026 for the stock offering and conversion, partially offset by an increase of $108,000 in net interest income and a $536,000 decrease in income tax.

Interest Income.   Interest income increased by $300,000, or 11.6%, to $2.9 million at June 30, 2026 from $2.6 million at June 30, 2025. The increase in interest income is attributed primarily to a $272,000, or 11.7% increase in loan interest income. The increased loan interest income primarily resulted from the lagged impact of elevated 2023 and 2024 loan yields on the portfolio, as those loans had not yet repriced lower by June 30, 2025, partially offset by later 2025 rate declines.

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The average balance of loans during the six months ended June 30, 2026 increased by $4.8 million, or 5.5%, from the six months ended June 30, 2025. The average yield on loans increased to 5.63% for the six months ended June 30, 2026, from 5.32% for the six months ended June 30, 2025.

The average balance of investment securities decreased $1.7 million, or 13.9% to $10.4 million for the six months ended June 30, 2026, from $12.1 million for the six months ended June 30, 2025. The average yield on investment securities increased to 2.68% for the six months ended June 30, 2026 compared to 2.61% for the six months ended June 30, 2025.

Interest Expense.   Total interest expense increased $192,000, or 22.1%, to $1.0 million for the six months ended June 30, 2026 from June 30, 2025. The increase was primarily attributable to the increased average balance of certificates of deposit during the year, reflecting increased customer demand for certificates of deposit with the additional offering of the flex certificates of deposit accounts.

There was an increase in the average cost of interest-bearing deposits to 2.06% for the six months ended June 30, 2026 from 1.78% for the six months ended June 30, 2025, reflecting the renewals of time deposits in the current market interest rate environment. The average balance of interest-bearing deposits increased by $8.0 million, or 10.2%, to $85.9 million for the six months ended June 30, 2026 from $77.9 million for the six months ended June 30, 2025.

Interest paid on FHLB borrowings remained stable with no significant changes in borrowings from June 30, 2025 to June 30, 2026.

Net Interest Income.   Net interest income increased $108,000, or 6.3%, to $1.8 million for the six months ended June 30, 2026 compared to $1.7 million for the six months ended June 30, 2025. The increase reflects the decrease in the interest rate spread to 2.88% for the six months ended June 30, 2026 from 2.90% for the six months ended June 30, 2025, while average net interest-earning assets decreased $789,000 year-to-year. The net interest margin decreased to 3.26% for the six months ended June 30, 2026 from 3.28% for the six months ended June 30, 2025. Both the interest rate spread and net interest margin decreased due to the declining interest rate environment, along with interest-earning assets repricing more slowly than interest-bearing liabilities.

Provision for (Recovery of) Credit Losses.    The provision for (recovery of) credit losses on loans for the six months ended June 30, 2026 was ($23,000) compared to ($104,000) for the six months ended June 30, 2025, an increase of $81,000. The allowance for credit losses increased by $20,000, or 1.8%, to $1.1 million at June 30, 2026 from June 30, 2025. The allowance for credit losses represented 1.19% of total loans at June 30, 2026 and 1.27% of total loans at June 30, 2025. The determination of the adequacy of the allowance for credit losses was based primarily on the low balances of nonperforming loans, delinquent loans and net charge offs in both periods. The provision for (recovery of) credit losses on unfunded loan commitments increased by $19,000 for the six months ended June 30, 2026 from the six months ended June 30, 2025. The reserve for unfunded loan commitments increased $31,000, or 88.4%, to $66,000 at June 30, 2026 from $35,000 at June 30, 2025.

The increase in the provision for credit losses was primarily attributable to increases in gross loans of $2.4 million or 2.7% during the six months ended June 30, 2026 compared to decreases in gross loans of $1.3 million or 1.5% during the six months ended June 30, 2025.

The allowance for credit losses reflects the estimate management believes to be appropriate to cover current expected credit losses which were inherent in the loan portfolio at June 30, 2026 and December 31, 2025. While management believes the estimates and assumptions used in the determination of the adequacy of the allowance are reasonable, such estimates and assumptions could be proven incorrect in the future, and the actual amount of future provisions may exceed the amount of past provisions. Any such increase in future provisions that may be required may adversely impact the Bank’s financial condition and results of operations. Furthermore, as an integral part of its examination process, the FDIC will periodically review our allowance for credit losses. The FDIC may have

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judgments different than those of management, and we may determine to increase our allowance as a result of these regulatory reviews.

Noninterest Income.   Noninterest income totaled $159,000 for the six months ended June 30, 2026, an increase of $31,000, or 24.1%, from $128,000 for the six months ended June 30, 2025. The increase was primarily due to a $34,000 increase in cash value of life insurance from an additional $1.5 million policy purchased in September 2025 and an $18,000 increase in other noninterest income as mostly offset by a $25,000 decrease in interchange fees.

Noninterest Expense.   Noninterest expense increased $2.1 million, or 115.3%, to $3.9 million for the six months ended June 30, 2026, compared to $1.8 million for the six months ended June 30, 2025. The increase was primarily attributable to a one-time expense of $2.0 million for conversion costs for our core data processing platform to a new platform completed in July 2026, and an increase in professional fees of $135,000 incurred in 2026 for the stock offering and conversion.

Provision for Income Taxes.   The provision for income taxes decreased by $536,000, to ($527,000) for the six months ended June 30, 2026, compared to $9,000 for the six months ended June 30, 2025. The decrease was due primarily to the decrease in pre-tax income of $2.0 million. The effective tax rates were 27.2% and 6.6% for the six months ended June 30, 2026 and 2025, respectively.

Liquidity and Capital Resources

Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and securities, and proceeds from maturities of securities. We also have the ability to borrow from the FHLB. At June 30, 2026, we had $8.0 million in borrowings from the FHLB with additional capacity to borrow $45.3 million.

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and short-term investments. The levels of these assets depend on our operating, financing, lending, and investing activities during any given period.

Our cash flows are comprised of three primary classifications: cash flows from operating activities, cash flows from investing activities, and cash flows from financing activities. For the six months ended June 30, 2026, cash flows from operating, investing, and financing activities resulted in a net increase in cash and cash equivalents of $12.6 million. Net cash from operating activities amounted to $351,000, primarily due to net losses of $1.4 million and net increases in deferred tax asset, as offset by net decreases in other assets of $1.9 million. Net cash used in investing activities amounted to $2.0 million, primarily due to a net increase in loans as partially offset by paydowns on investment securities. Net cash provided by financing activities amounted to $14.3 million, primarily due to net proceeds from issuance of common stock in connection with the Conversion and net increase in deposits as partially offset by the purchase of ESOP shares.

For the six months ended June 30, 2025, cash flows from operating, investing, and financing activities resulted in a net increase in cash and cash equivalents of $2.8 million. Net cash from operating activities amounted to $187,000, primarily due to net income of $126,000. Net cash from investing activities amounted to $1.7 million, primarily due to a net decrease in loans of $1.3 million and paydowns on investment securities. Net cash from financing activities amounted to $834,000, primarily due to a net increase in deposits.

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Table of Contents

We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. Based on our deposit retention experience and current pricing strategy, we anticipate that a significant portion of maturing time deposits will be retained.

At June 30, 2026, the Bank was categorized as well-capitalized under regulatory capital guidelines. Management is not aware of any conditions or events since the most recent notification that would change our category. For further information, see Note 5 in the notes to condensed consolidated financial statements appearing elsewhere in this report.

Off-Balance Sheet Arrangements.   At June 30, 2026, we had $1.1 million of outstanding commitments to originate loans, $1.9 million in unused commercial line of credit commitments, $1.9 million of remaining draws on construction loans and $2.9 million of unfunded home equity loans. At June 30, 2026, certificates of deposit and individual retirement accounts that are scheduled to mature on or before June 30, 2027 totaled $35.6 million. Management expects that a substantial portion of the maturing certificates of deposit will be renewed. However, if a substantial portion of these deposits is not retained, we may utilize FHLB advances or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense.

Item 3 – Quantitative and Qualitative Disclosures About Market Risk

Management of Market Risk

General.   Our most significant form of market risk is interest rate risk because, as a financial institution, the majority of our assets and liabilities are sensitive to changes in interest rates. Therefore, a principal part of our operations is to manage interest rate risk and limit the exposure of our financial condition and results of operations to changes in market interest rates. All directors participate in discussions during the regular board meetings evaluating the interest rate risk inherent in our assets and liabilities, and the level of risk that is appropriate. These discussions take into consideration our business strategy, operating environment, capital, liquidity and performance objectives consistent with the policy and guidelines approved by them.

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Our asset/liability management strategy attempts to manage the impact of changes in interest rates on net interest income, our primary source of earnings. Among the techniques we are using to manage interest rate risk are:

maintaining capital levels that exceed the thresholds for well-capitalized status under federal regulations;

maintaining a high level of liquidity;

growing our core deposit accounts;

managing our investment securities portfolio so as to reduce the average maturity and effective life of the portfolio; and

continuing to diversify our loan portfolio by adding more commercial real estate loans and commercial loans, which typically have shorter maturities and/or balloon payments.

By following these strategies, we believe that we are better positioned to react to increases and decreases in market interest rates.

We have not engaged in hedging activities, such as engaging in futures or options. We do not anticipate entering into similar transactions in the future.

Economic Value of Equity.   We compute amounts by which the net present value of our assets and liabilities (economic value of equity or “EVE”) would change in the event of a range of assumed changes in market interest rates. This model uses a discounted cash flow analysis and an option-based pricing approach to measure the interest rate sensitivity of net portfolio value. The model estimates the economic value of each type of asset, liability and off-balance sheet contract under the assumptions that the United States Treasury yield curve increases instantaneously by 100, 200 and 300 basis point increments or decreases instantaneously by 100, 200 and 300 basis point increments.

The following table sets forth, as of June 30, 2026, the calculation of the estimated changes in our EVE that would result from the designated immediate changes in the United States Treasury yield curve.

At June 30, 2026

EVE as a Percentage of Present

Value of Assets(3)

Estimated Increase (Decrease) in

Increase

Change in Interest Rates

Estimated

EVE

(Decrease)

(basis points)(1)

EVE(2)

Amount

Percent

EVE Ratio(4)

(basis points)

(Dollars in thousands)

300

  ​ ​ ​

23,805

  ​ ​ ​

(5,432)

  ​ ​ ​

(18.58)

%  

17.87

%  

(408)

200

25,336

(3,901)

(13.34)

%  

19.01

%  

(293)

100

27,137

(2,100)

(7.18)

%  

20.37

%  

(158)

-   

29,237

21.94

%  

(100)

31,554

2,317

7.92

%  

23.68

%  

174

(200)

34,271

5,034

17.22

%  

25.72

%  

378

(300)

37,463

8,226

28.14

%  

28.12

%  

617

(1)Assumes an immediate uniform change in interest rates at all maturities.

(2)EVE is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts.

(3)Present value of assets represents the discounted present value of incoming cash flows on interest-earning assets.

(4)EVE Ratio represents EVE divided by the present value of assets.

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The table above indicates that at June 30, 2026, we would have experienced a 17.22% increase in EVE in the event of an instantaneous 200 basis point decrease in market interest rates and a 13.34% decrease in EVE in the event of an instantaneous 200 basis point increase in market interest rates.

Change in Net Interest Income.   The following table sets forth, at June 30, 2026, the calculation of the estimated changes in our net interest income (“NII”) that would result from the designated immediate changes in the United States Treasury yield curve.

At June 30, 2026

  ​

Change in Interest Rates

Net Interest Income Year 1

(basis points)(1)

Forecast

Year 1 Change from Level

 

(Dollars in thousands)

+300

 

4,499

 

5.93

%  

+200

 

4,415

 

3.96

%  

+100

 

4,332

 

2.00

%  

Level

 

4,247

 

-

%  

-100

 

4,151

 

(2.26)

%  

-200

 

4,044

 

(4.78)

%  

-300

 

3,927

 

(7.53)

%  

(1)Assumes an immediate uniform change in interest rates at all maturities.

The table above indicates that at June 30, 2026, we would have experienced a 4.78% decrease in net interest income in the event of an instantaneous 200 basis point decrease in market interest rates and a 3.96% increase in net interest income in the event of an instantaneous 200 basis point increase in market interest rates.

Certain shortcomings are inherent in the methodologies used in the interest rate risk modeling methodologies summarized above. Modeling changes in EVE and NII require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. For instance, the EVE and NII tables presented above assume that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. However, the shape of the yield curve changes constantly and the value and pricing of our assets and liabilities, including our deposits, may not closely correlate with changes in market interest rates. Accordingly, although the EVE and NII tables may provide an indication of our interest rate risk exposure at a particular point in time and in the context of a particular yield curve, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on EVE and NII and will differ from actual results.

EVE and NII calculations also may not reflect the fair values of financial instruments. For example, a decrease in market interest rates can increase the fair values of our loans, deposits and borrowings. Conversely, an increase in market interest rates can decrease the fair value of our loans, deposits and borrowings.

Item 4 – Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer, who serves as the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended) as of June 30, 2026. Based on that evaluation, the Company’s management, including the Chief Executive Officer, in his capacity as both principal executive officer and principal financial officer, concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2026.

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Table of Contents

During the quarter ended June 30, 2026, there have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1 – Legal Proceedings

We are not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. In the opinion of management, we are not presently involved in any legal proceedings the resolution of which we believe would have a material adverse effect on our business, financial condition or results of operations.

Item 1A – Risk Factors

Not applicable

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

On May 21, 2026, the Company completed its stock offering in connection with the Conversion. Net proceeds totaled approximately $13.6 million after deducting offering expenses. Through June 30, 2026, the Company has (i) contributed approximately $6.8 million to Pioneer State Bank, (ii) loaned approximately $1.4 million to the Company's employee stock ownership plan and (iii) retained the balance in cash and cash equivalents for general corporate purposes and future deployment. There has been no material change in the planned use of proceeds described in the prospectus contained in the Form S-1.

Item 3 – Defaults Upon Senior Securities

Not applicable

Item 4 – Mine Safety Disclosures

Not applicable

Item 5 – Other Information

During the three months ended June 30, 2026, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6 – Exhibits

Exhibit No.

Description

10.1

Employment Agreement, dated July 14, 2026, by and between Pioneer State Bank and Mr. Willett, incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, dated July 14, 2026.

10.2

Change of Control Agreement, dated July 14, 2026, by and between Pioneer State Bank and Mr. Willett, incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K, dated July 14, 2026.  

10.3

Supplemental Executive Retirement Plan Agreement, dated July 14, 2026, by and between Pioneer State Bank and Mr. Willett, incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K, dated July 14, 2026.    

10.4

Restrictive Covenant Agreement, dated July 14, 2026, by and between Pioneer State Bank and Mr. Willett, incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K, dated July 14, 2026.    

31

Rule 13a-14(a) / 15d-14(a) Certification of the Principal Executive Officer and Principal Financial Officer

32

Section 1350 Certification of the Principal Executive Officer and Principal Financial Officer

101

The following materials from PSB Financial, Inc. Form 10-Q for the three- and six-month periods ended June 30, 2026, formatted in Extensible Business Reporting Language (Inline XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Shareholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) related notes.

104

Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PSB Financial, Inc.

(registrant)

Mar

Date: August 14, 2026

/s/ Phillip K. Willett

Phillip K. Willett

President and Chief Executive Officer

(On behalf of Registrant and as Principal Financial Officer)

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