Hoyne Bancorp, Inc.
For the period ended Mar 31, 2026. Filed May 12, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 12, 2026
Contents
Notes to the Consolidated Financial Statements
**1.**Organization
Hoyne Bancorp, Inc, a Delaware corporation (the "Company") was formed to serve as the stock holding company for Hoyne Savings Bank ("Bank") as part of the mutual-to-stock conversion. Upon completion of the conversion, which occurred on December 3, 2025, Hoyne Bancorp, Inc. became 100% owner of Hoyne Savings Bank.100% of the common stock of Hoyne Bancorp, Inc. is held by the public, Hoyne Charitable Foundation, and Employee Stock Ownership Program. The cost of the reorganization and the issuing of common stock totaling approximately $3.7 million were deferred and deducted from the sales proceeds of the offering. In connection with the mutual-to-stock conversion completed on December 3, 2025, Hoyne Savings, MHC and Hoyne Financial Corporation merged into Hoyne Bancorp, Inc. The merger eliminated $567,362 of negative shareholders' equity. As a holding company of an Illinois-chartered stock savings bank, Hoyne Bancorp, Inc. is regulated by the Board of Governors of the Federal Reserve System ("Federal Reserve Board"). In connection with the conversion, it also issued 161,938 shares of common stock and donated $250,000 in cash to Hoyne Charitable Foundation, Inc.
The unaudited consolidated financial statements and other financial information contained in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and related notes of Hoyne Bancorp, Inc. at and for the years ended December 31, 2025 and 2024 contained in Hoyne Bancorp Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities Exchange Commission on March 26, 2026.
**2.**Nature of Operations
Hoyne Savings Bank is an Illinois stock institution. The Bank operates as asingle segment and its principal business consists of originating commercial real estate loans (including commercial construction), commercial and industrial loans, one to four residential loans, and to a lesser extent, home equity loans and lines of credit and other consumer loans in the market areas surrounding its branch footprint. The Bank also established a loan production office in Oak Park, Illinois in 2023 and attracts retail deposits from the general public as well as deposits from commercial customers in the areas surrounding the main office and branches, offering a wide variety of deposit products and services. The Bank also invests in securities. Its revenues are derived primarily from interest on loans and investment securities. Its primary sources of funds are deposits and principal and interest payments on loans and investment securities.
**3.**Summary of Significant Accounting Policies
The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principals generally accepted in the United States of America (“U.S. GAAP”) and conform to practices within the banking industry. The accounting policies followed in the preparation of the interim consolidated financial statements are consistent with those used in the preparation of the annual financial statements. The interim consolidated financial statements reflect all normal and recurring adjustments that are necessary, in the opinion of management, for fair statement of results for the interim periods presented. Results for the period ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
Principles of Consolidation — The consolidated financial statements for the three months ended March 31, 2026 include the accounts and results of operations of Hoyne Bancorp, Inc. and Hoyne Savings Bank. The comparable period in 2025 contains the results of Hoyne Savings, MHC, Hoyne Financial Corporation, and Hoyne Savings Bank and Prospect Services Incorporated. Significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates — The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and activities at the date of the financial statements, and during the reporting period. Actual results could differ from those estimates.
Significant estimates used in the preparation of these financial statements and disclosures include the allowance for credit losses, realizability of net deferred income tax assets and the fair values of financial instruments. For these estimates, it is reasonably possible that the recorded amounts or related disclosures could significantly change in the near future as more information is available.
Cash and Cash Equivalents — Cash and cash equivalents include cash on hand, demand deposits, and investment deposits with a maturity of three months or less.
Certificates of Deposit — Interest-bearing deposits are carried at cost and consist of short term certificates of deposit held at other financial institutions.
Investment Securities — Investment securities are classified in the following categories, and accounted for as follows (see Note 4 to the consolidated financial statements):
Debt Securities — Debt securities that management has the positive intent and ability to hold to maturity are classified as held to maturity and recorded at amortized cost. Securities not classified as held to maturity are classified as available for sale and are carried at fair value, with unrealized gains and losses reported in other comprehensive income or loss. Amortization of premiums and accretion of discounts are recognized in interest income using the interest method. Premiums that exceed the amount repayable by the issuer at the next call date are amortized to the next call date. Other premiums and discounts are amortized (accreted) over the estimated lives of the securities. Gains and losses on the sale of securities are recorded on the trade date and determined using the specific-identification method.
We use a current expected credit loss ("CECL") model to estimate the allowance for credit losses on securities held to maturity. The CECL model considers historical loss rates and other qualitative adjustments, as well as a new forward-looking component that considers reasonable and supportable forecasts over the expected life of each security.
Management believes we will collect all amounts owed on securities held to maturity issued by the U.S. government or a U.S. government-sponsored agency since 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. Management evaluates all other securities held to maturity using a probability of default method. The probability of default method estimates the probability a security with a certain credit rating will default during its remaining contractual term (probability of default) and how much loss is expected to be incurred if a security defaults (loss given default rate). We obtain information from FHN Financial, a reputable third party valuation provider, to estimate the probability of default for each credit rating based on the remaining term of the security and the loss given default rate.
The past due status of a security is based on the contractual terms in the security. The accrual of interest on a security is discontinued when the security becomes 90 days delinquent or whenever management believes the issuer will be unable to make payments as they become due. When securities are placed on nonaccrual status, all unpaid accrued interest is reversed against interest income.
We exclude accrued interest receivable from the amortized cost basis of both securities held to maturity and available for sale when estimating credit losses and when presenting required disclosures in the financial statements. Accrued interest on securities held to maturity totaling approximately $58,000 and $69,000 and accrued interest on securities available for sale totaling approximately $287,000 and $312,000 at March 31, 2026 and December 31, 2025, respectively, was excluded from the amortized cost basis of securities held to maturity and available for sale.
We evaluate individual securities available for sale in an unrealized loss position by first determining whether the decline in fair value below the amortized cost basis of the security has resulted from a credit loss or other factors. A credit loss exists when the present value of cash flows expected to be collected from the security is less than the amortized cost basis of the security. In determining whether a credit loss exists, the Bank considers the extent to
which the fair value is less than the amortized cost basis, adverse conditions related to the security, the industry, or geographic areas, the payment structure of the debt security, failure of the issuer to make scheduled payments, and any changes to the rating of the security. Impairment related to credit losses is recognized through an allowance for credit losses up to the amount that fair value is less than the amortized cost basis. Changes to the allowance are recognized through earnings as a provision for (or recovery of) credit losses. Impairment related to other factors is recognized in other comprehensive income (loss).
**Stock in Federal Home Loan Bank of Chicago and Bankers Bank —**The Bank, as a member of the Federal Home Loan Bank system is required to own a certain amount of stock based on the level of borrowings and other factors and may invest in additional amounts. Federal Home Loan Bank of Chicago (“FHLB”) stock is recorded at cost and classified as a restricted security. No readily available market exists for this stock and it has no quoted market value. Redemptions of FHLB stock are at par value. The stock is evaluated for impairment annually based on the ultimate recoverability of the par value without regard to temporary declines in value. The Bank also holds stock in Bankers Bank as part of our available funds requirement. Bankers Bank stock is recorded at cost and classified as a restricted security. Based on an evaluation of these investments as of March 31, 2026 and December 31, 2025, management is of the opinion the costs of these investments will be recovered.
Loans Receivable
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff generally are reported at their outstanding unpaid principal balances adjusted for purchase premiums or discounts, deferred loan fees and costs, charge-offs, and an allowance for credit losses. Interest on loans is accrued and credited to income based on the unpaid principal balance. Loan-origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method.
The past due status of a loan is based on the contractual terms in the loan agreement. The accrual of interest on a loan is discontinued when the loan becomes 90** **days delinquent or whenever management believes the borrower will be unable to make payments as they become due. When loans are placed on nonaccrual status or charged off, all unpaid accrued interest is reversed against interest income. The interest on these loans is subsequently accounted for on the cash basis if collection of the remaining recorded investment in the loan is still expected or using the cost-recovery method when collection of the remaining recorded investment is in doubt. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
Allowance for Credit Losses and Unfunded Commitments
The allowance for credit losses on loans is a valuation allowance that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the Bank’s loan portfolio. The allowance for credit losses on loans is established through provisions for credit losses charged against earnings. When available information confirms that specific loans, or portions thereof, are uncollectible, these amounts are charged against the allowance for credit losses on loans, and subsequent recoveries, if any, are credited to the allowance for credit losses on loans.
Management considers the following when assessing risk in the Bank’s loan portfolio:
Commercial
Loans in this portfolio segment are primarily income-producing properties throughout the Chicago area. The underlying cash flows generated by the properties are adversely impacted by a downturn in the economy as evidenced by increased vacancy rates, which in turn, will have an effect on the credit quality in this portfolio. Management obtains rent rolls annually and continually monitors the cash flows of these loans. Loans in this segment also include those made to businesses and secured by assets of the business.
Repayment is expected from operations of the business. A weakened economy, and resultant decreased consumer spending, will have an effect on the credit quality of these loans.
Residential Real Estate
Loans in this portfolio segment primarily include owner-occupied 1-4 family residences secured by 1st liens. The Bank generally has 2nd liens on property securing home equity loans. The Bank generally does not originate loans with a loan-to-value ratio greater than 85% and does not generally grant loans that would be classified as subprime upon origination. All loans in this portfolio are collateralized by residential real estate and repayment is dependent on the credit quality of the individual borrower or borrowers. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this segment.
We use a CECL model to estimate the allowance for credit losses on loans. The CECL model considers historical loss rates and other qualitative adjustments, as well as a new forward-looking component that considers reasonable and supportable forecasts over the expected life of each loan. To develop the allowance for credit losses on loans estimate under the CECL model, we segregate the loan portfolio into loan pools based on loan type and similar credit risk elements; performs an individual evaluation of certain collateral dependent and other credit-deteriorated loans; calculates the historical loss rates for the various loan pools; applies the loss rates over the calculated life of the collectively evaluated loan pools; adjusts for forecasted macro-level economic conditions and other anticipated changes in credit quality; and determines qualitative adjustments based on factors and conditions unique to the Bank’s loan portfolio.
Under the CECL model, loans that do not share similar risk characteristics with loans in their respective pools are individually evaluated for expected credit losses and are excluded from the collectively evaluated loan credit loss estimates. A loan is individually evaluated when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining individual evaluation include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not individually evaluated. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.
The following describes the types of collateral that secure collateral dependent loans:
| ● | Commercial and industrial loans considered collateral dependent are primarily secured by accounts receivable, inventory and equipment |
| ● | Construction — Construction loans are primarily secured by residential and commercial properties, which are under construction and/or redevelopment, and by raw land |
| ● | Commercial real estate loans — Commercial real estate loans are primarily secured by office and industrial buildings, warehouses, retail shopping facilities and various special purpose properties, including hotels and restaurants. |
| ● | Residential — First mortgages are primarily secured by first liens on residential real estate. |
| ● | Residential — Junior mortgages are primarily secured by first and junior liens on residential real estate. |
Management evaluates all collectively evaluated loan pools using the weighted average remaining life (the “remaining life”) methodology. The remaining life methodology applies calculated quarterly net loss rates to collectively evaluated loan pools on a periodic basis based on the estimated remaining life of each pool. The estimated losses under the remaining life methodology are then adjusted for qualitative factors deemed appropriate by management.
The estimated remaining life of each pool is determined using quarterly, pool-based attrition measurements using the Bank’s loan-level historical data. The Bank’s historical call report data is utilized for historical loss rate calculations, and the lookback period for each collectively evaluated loan pool is determined by management based upon the estimated remaining life of the pool. Forecasted historical loss rates are calculated using the Bank’s historical data based on the lookback, forecast, and reversion period inputs by management. Management elected to utilize peer group loss rates to supplement the Bank’s data to provide a forecasted market adjustment.
The quantitative analysis under the remaining life methodology is supplemented with other qualitative factors based on the risks management determines are present for each collectively evaluated loan pool. The Qualitative Adjustment factor is intended to embody a forecasting component based on an independent economic metric. The Bank has selected for this component regional unemployment for consumer portfolio segments and regional gross domestic product for non-consumer portfolio segments.
The Bank excludes accrued interest receivable from the amortized cost basis of loans when estimating credit losses and when presenting required disclosures in the financial statements. Accrued interest on loans totaling approximately $1,228,000 and $1,035,000 at March 31, 2026 and December 31, 2025, respectively, was excluded from the amortized cost basis of loans.
In addition to the allowance for credit losses on loans, we calculate a reserve for unfunded loan commitments at a level that management believes is adequate to absorb estimated probable credit losses over the contractual terms of the Bank’s noncancellable loan commitments. We deemed the calculated reserve for unfunded commitments as immaterial as of March 31, 2026 and December 31, 2025.
Unfunded loan commitments are segmented into the same pools used for estimating the allowance for credit losses on loans. Estimated credit losses on unfunded loan commitments are based on the same methodology, inputs, and assumptions used to estimate credit losses on collectively evaluated loans, adjusted for estimated funding probabilities. The estimated funding probabilities represent management’s estimate of the amount of the current unfunded loan commitment that will be funded over the remaining contractual life of the commitment and is based on historical data.
We may modify loans to borrowers experiencing financial difficulty and grant certain concessions that include principal forgiveness, a term extension, an other-than-insignificant payment delay, an interest rate reduction, or a combination of these concessions. An assessment of whether the borrower is experiencing financial difficulty is made at the time of the loan modification.
Upon a determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.
**Real Estate Owned —**At the time of foreclosure, foreclosed real estate is recorded at the fair value less cost to sell, which becomes the property’s new basis. Any write-downs based on the asset’s fair value at date of acquisition are charged to the allowance for credit losses. After foreclosure, valuations are periodically performed by management and property held for sale is carried at the lower of the new cost basis or fair value less cost to sell. Impairment losses on property to be held and used are measured as the amount by which the carrying amount of a property exceeds its fair value. Costs incurred in maintaining foreclosed real estate and subsequent adjustments to the carrying amount of the
property are included in net gain (loss) on real estate owned. Mortgage loans in the process of foreclosure at March 31, 2026 and December 31, 2025 totaled $152,000 and $324,000, respectively.
Real estate owned can also include former Bank locations and land that management has committed to a plan to sell and have been classified as held-for-sale. Once the criteria for classification as held for sale is met, the asset is reclassified from Premises and Equipment to Real Estate Owned on the consolidated statement of financial condition and is initially measured at the lower of its carrying amount or fair value less cost to sell. Subsequent to the initial reclassification, valuations are periodically performed by management, and the asset is reviewed for impairment with any adjustments to the carrying amount included in noninterest expense.
Premises and Equipment — Land is carried at cost. Buildings and improvements, furniture, fixtures, and equipment are carried at cost less accumulated depreciation. Depreciation is computed on the straight- line and accelerated methods over the following estimated useful lives:
| | | |
|---|---|---|
| Building and improvements | | 5 – 50 years |
| Furniture, fixtures, and equipment | | 3 – 20 years |
Bank-owned Life Insurance — The Bank has purchased life insurance policies on certain key officers. Bank-owned life insurance is recorded at its cash surrender value, or the amount that can be realized upon immediate liquidation. The change in the cash surrender value is included as other noninterest income.
Core Deposit Intangibles — The core deposit intangibles (“CDI”) were acquired in business combinations. On October 16, 2020, the Bank acquired Loomis Federal Savings and Loan Association which included a CDI of $3,000. The Bank has an additional CDI of $2,705,000 from a previous business combination that is being amortized over its estimated useful life of 120 months. Accumulated amortization at March 31, 2026, was $2.6 million ($2.5 million at December 31, 2025). The CDIs are reviewed for impairment when events or circumstances indicate that the carrying amount may not be recoverable. No events or circumstances indicating impairment existed as of March 31, 2026 and December 31, 2025.
Aggregate annual amortization expense is expected to be as follows:
| | | | |
|---|---|---|---|
| Year · · Amount | |||
| 2026 | | $138,000 | |
| | | | |
Deposits — Demand deposits normally bear interest and have no stated maturity. Time deposits, which include certificates of deposit, bear interest for a fixed, stated period of time. Premiums on acquired certificates of deposit are amortized into interest expense over the estimated life of the certificates.
Retained Earnings — Undivided profits are recorded in accordance with regulations of the State of Illinois and the Federal Deposit Insurance Corporation.
Transfers of Financial Assets — Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Bank, the transferee obtains the right (free of conditions that constrain it from taking advantage of the right) to pledge or exchange the transferred asset, and the Bank does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets.
Noninterest Income Revenue Recognition — The Bank earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees, such as ATM use fees, wires, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Bank fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly service charges and maintenance fees, are earned over the course of a month, representing the period over which the Bank satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs as this corresponds with the Bank’s performance obligation.
**Legal Contingencies —**Various legal claims arise from time to time in the normal course of business. In the opinion of management, any liability resulting from such proceedings would not have a material impact on the financial statements of the Bank.
Advertising — The Company expenses the cost of advertising the first time the advertising takes place. Advertising expense was$67,939 during the three months ended March 31, 2026 compared to $4,808 during the three months ended March 31, 2025.
Income Taxes — Deferred tax assets and liabilities have been determined using the liability method. Deferred tax assets and liabilities are determined based on the difference between the financial statements and tax bases of assets and liabilities as measured by the current enacted tax rates which will be in effect when these differences are expected to reverse. Provision (credit) for deferred taxes is the result of changes in the deferred tax assets and liabilities.
The Company may also recognize a liability for unrecognized tax benefits from uncertain tax positions. Unrecognized tax benefits represent the differences between a tax position taken or expected to be taken in a tax return and the benefit recognized and measured in the financial statements. Interest and penalties related to unrecognized tax benefits are classified as income tax expense.
With few exceptions, the Company is no longer subject to federal or state examination by tax authorities for years ending before December 31, 2022.
**Comprehensive Income (Loss) —**Accounting principles generally require that recognized revenue, expense, gains, and losses be included in net income. Certain changes in assets and liabilities, however, such as unrealized gains and losses on available-for-sale securities, are reported as a direct adjustment to the equity section of the consolidated statement of financial condition. Such items, along with net income, are considered components of comprehensive income (loss).
Segment Information — The Company’s reportable segment is determined by the Chief Financial Officer (“CFO”) based upon information provided about the Company’s products and services offered, primarily banking operations. The segment is also distinguished by the level of information provided by the CFO, 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 CFO evaluates the financial performance of the Company’s business components such as evaluating revenue streams, significant expenses, and budget to actual results in assessing the Company’s segment and in the determination of allocating resources. The CFO uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets. The CFO uses consolidated net income (loss) to benchmark the Company 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 consolidated statement of income, provide the significant expenses in the banking operation. All operations are domestic.
We operate under asingle segment. Segment performance is evaluated using consolidated net income (loss). The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets. Noncash items, such as depreciation and amortization, as well as expenditures for premises and equipment, are reported on the consolidated statement of cash flows.
Future Accounting Pronouncements — In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation table, as well as income taxes paid disaggregated by jurisdiction. These expanded disclosures allow investors to better assess how an entity’s overall operations, including the related tax risks, tax planning, and operational opportunities, affect its income tax rate and prospects for future cash flows. The updated guidance is effective for annual periods beginning after December 15, 2025, and management believes these disclosures will not have a material impact on the consolidated financial statements.
**4.**Investment Securities
The amortized cost and fair value of securities available-for-sale and held-to-maturity, with gross unrealized gains and losses, are as follows (in thousands):
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · March 31, 2026 | ||||||||
| · · Amortized · · Gross Unrealized · · Estimated | ||||||||
| | | Cost | | Gains | | Losses | | Fair Value |
| Available-for-sale securities: · · · · · · · · · · · · | ||||||||
| Agencies | | $45,482 | | $— | | $(7,147) | | $38,335 |
| Mortgage-backed | | 73,094 | | 43 | | (8,463) | | 64,674 |
| Municipal bonds | | 708 | | — | | (18) | | 690 |
| Total available-for-sale securities | | $119,284 | | $43 | | $(15,628) | | $103,699 |
| Held-to-maturity securities: | | | | | | | | |
| Agencies | | $1,980 | | $— | | $(412) | | $1,568 |
| Mortgage-backed | | 24,961 | | 16 | | (2,014) | | 22,963 |
| Municipal bonds | | 248 | | — | | (33) | | 215 |
| Total Held-to-maturity securities | | $27,189 | | $16 | | $(2,459) | | $24,746 |
| · · · · · · · · · · · · | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2025 | |||||||||
| · · Amortized · · Gross Unrealized · · Estimated | |||||||||
| · · Cost · · Gains · · Losses · · Fair Value | |||||||||
| Available-for-sale securities: · · · · · · · · · · · · | |||||||||
| Agencies | | $45,481 | | $ | - | | $(6,982) | | $38,499 |
| Mortgage-backed | | 75,692 | | 58 | | (8,285) | | 67,465 | |
| Municipal bonds | | 706 | | - | | (16) | | 690 | |
| Total available-for-sale securities | | $121,879 | | $58 | | $(15,283) | | $106,654 | |
| Held-to-maturity securities: | | | | | | | | | |
| Agencies | | $1,980 | | $— | | $(400) | | $1,580 | |
| Mortgage-backed | | 26,140 | | 27 | | (1,926) | | 24,241 | |
| Municipal bonds | | 248 | | — | | (29) | | 219 | |
| Total Held-to-maturity securities | | $28,368 | | $27 | | $(2,355) | | $26,040 | |
**4.**Investment Securities (continued)
The amortized cost and fair value of investment securities by contractual maturity are as follows (in thousands):
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · March 31, 2026 | ||||||||
| · · Available-for-Sale · · Held-to-Maturity | ||||||||
| · · Amortized · · · · · Amortized · · · | ||||||||
| | | Cost | | Fair Value | | Cost | | Fair Value |
| Due in 1 year or less | | $— | | $— | | $— | | $— |
| Due in 1 to 5 years | | 16,234 | | 14,610 | | — | | — |
| Due after 5 years to 10 years | | 29,956 | | 24,415 | | 2,228 | | 1,783 |
| Due after 10 years | | — | | — | | — | | — |
| Total | | 46,190 | | 39,025 | | 2,228 | | 1,783 |
| Mortgage-backed | | 73,094 | | 64,674 | | 24,961 | | 22,963 |
| Total | | $119,284 | | $103,699 | | $27,189 | | $24,746 |
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · December 31, 2025 | ||||||||
| · · Available-for-Sale · · Held-to-Maturity | ||||||||
| · · Amortized · · · · · Amortized · · · | ||||||||
| | | Cost | | Fair Value | | Cost | | Fair Value |
| Due in 1 year or less | | $— | | $— | | $— | | $— |
| Due after 1 year to 5 years | | 16,233 | | 14,669 | | — | | — |
| Due after 5 years to 10 years | | 29,954 | | 24,520 | | 248 | | 219 |
| Due after 10 years | | — | | — | | 1,980 | | 1,580 |
| Total | | 46,187 | | 39,189 | | 2,228 | | 1,799 |
| Mortgage-backed | | 75,692 | | 67,465 | | 26,140 | | 24,241 |
| Total | | $121,879 | | $106,654 | | $28,368 | | $26,040 |
There wereno sales of investment securities available-for-sale during the three months ended March 31, 2026 or 2025.
Information pertaining to debt securities with gross unrealized losses at March 31, 2026 and December 31, 2025 aggregated by investment category and length of time that individual securities have been in a continuous loss position follows (in thousands):
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · March 31, 2026 | ||||||||
| · · Less Than Twelve Months · · Over Twelve Months | ||||||||
| | | Gross | | | | Gross | | |
| | | Unrealized | | | | Unrealized | | |
| | | Losses | | Fair Value | | Losses | | Fair Value |
| Available-for-sale: · · · · · · · · · · · · | ||||||||
| Agencies | | $— | | $— | | $7,147 | | $38,335 |
| Mortgage-backed | | 4 | | 1,241 | | 8,459 | | 61,333 |
| Municipal bonds | | 4 | | 453 | | 14 | | 237 |
| Total | | $8 | | $1,694 | | $15,620 | | $99,905 |
**4.**Investment Securities (continued)
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · December 31, 2025 | ||||||||
| · · Less Than Twelve Months · · Over Twelve Months | ||||||||
| | | Gross | | | | Gross | | |
| | | Unrealized | | | | Unrealized | | |
| | | Losses | | Fair Value | | Losses | | Fair Value |
| Available-for-sale: · · · · · · · · · · · · | ||||||||
| Agencies | | $— | | $— | | $6,982 | | $38,499 |
| Mortgage-backed | | 1 | | 82 | | 8,284 | | 63,916 |
| Municipal bonds | | 1 | | 222 | | 15 | | 468 |
| Total | | $2 | | $304 | | $15,281 | | $102,883 |
At March 31, 2026,23 agencies securities are in an unrealized loss position with aggregate depreciation of 15.71% from the Bank’s amortized cost basis,172 mortgage-backed securities are in an unrealized loss position with aggregate depreciation of 11.91% from the amortized cost basis, andthree municipal bond securities are in an unrealized loss position with aggregate depreciation of 2.50% from the amortized cost basis. 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 debt securities for the foreseeable future, we expect to recover the amortized cost basis of these securities before they are sold or mature.
We regularly evaluate 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.
We evaluate the credit quality of securities issued by the U.S. government (e.g., U.S. Treasury bonds) and U.S. government-sponsored agencies (e.g., Federal National Mortgage Association and Federal Home Loan Mortgage Corporation 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, management believes we will collect all amounts owed on these securities and, accordingly, we have not recognized an allowance for credit losses on these securities.
Other securities held to maturity are generally evaluated using credit ratings, which are a key indicator of a debt security’s probability of default. We use credit ratings issued by S&P or Moody’s (or both). These ratings are updated monthly. We may also consider other relevant information that becomes known about the issuer’s or the security’s performance.
No accrued interest was written off during the three months ended March 31, 2026 and 2025. No securities held to maturity were past due or on nonaccrual as of March 31, 2026 and December 31, 2025.
**5.**Loans Receivable
Loans receivable consist of the following (in thousands):
| · · · · · · | ||||
|---|---|---|---|---|
| | | March 31, 2026 | | December 31, 2025 |
| One to four residential | | $103,354 | | $109,123 |
| Purchased and participations | | 5,839 | | 5,993 |
| Home improvement, first mortgage | | 446 | | 457 |
| Home equity line of credit (HELOC) | | 6,017 | | 5,431 |
| Commercial, construction | | 47,430 | | 46,124 |
| Commercial and Industrial | | 28,990 | | 23,169 |
| Commercial Real Estate | | 97,180 | | 76,338 |
| Commercial Line of Credit (LOC) | | 4,182 | | 9,706 |
| Total | | 293,438 | | 276,341 |
| Add premiums on purchased loans | | 34 | | 35 |
| Less: | | | | |
| Loans sold | | (873) | | (4,386) |
| Loans in process | | (12) | | (304) |
| Allowance for credit losses | | (2,817) | | (2,682) |
| Deferred income from loan fees | | (1,135) | | (1,055) |
| | | $288,635 | | $267,949 |
Activity in the allowance for credit losses is summarized for the three months ended March 31, 2026 and 2025, as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · Home · · · · · · · · · · · · · · · · · · | |||||||||||||||||||||||||||
| · · · · Purchased · · improvement · · · · · · · · Commercial · · Commercial · · · · · · | |||||||||||||||||||||||||||
| · · One to Four · · and · · first · · · · · Commercial · · and · · real · · · · · · | |||||||||||||||||||||||||||
| · · Residential · · participations · · mortgage · · HELOC · · construction · · industrial · · estate · · LOC · · Total | |||||||||||||||||||||||||||
| Allowance for Credit Loss · · · · · · · · · · · · · · · · · · | |||||||||||||||||||||||||||
| For the Three Months Ended | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Beginning balance January 1, 2025 | | $1,074 | $75 | $2 | $52 | $195 | $186 | $435 | $107 | $2,126 | |||||||||||||||||
| Provision | | | 16 | | 3 | | — | | — | | 43 | | 5 | | 60 | | 8 | | 135 | ||||||||
| Charge-offs | | | — | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Recoveries | | | 12 | | — | | — | | — | | — | | — | | — | | — | | 12 | ||||||||
| Ending balance March 31, 2025 | | $1,102 | $78 | $2 | $52 | $238 | $191 | $495 | $115 | $2,273 | |||||||||||||||||
| Beginning balance January 1, 2026 | | | 1,059 | | 58 | | 4 | | 53 | | 448 | | 225 | | 741 | | 94 | $2,682 | |||||||||
| Provision | | | (67) | | (2) | | — | | 5 | | 8 | | 53 | | 192 | | (54) | | 135 | ||||||||
| Charge-offs | | | — | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Recoveries | | | — | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Ending balance March 31, 2026 | | $992 | $56 | $4 | $58 | $456 | $278 | $933 | $40 | $2,817 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The aging of loans receivable by class of receivable is as follows (in thousands):
| · · · · · · · · · · · · | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| · · March 31, 2026 | |||||||||||
| | | | | | 30 – 89 | | Non-Accrual | | | ||
| 2026 | | Current | | days | | 90+ days | | Total | |||
| One to four residential and home improvement | | $102,214 | | $998 | | $588 | | $103,800 | |||
| Purchased and Participations | | 5,812 | | 2 | | 25 | | 5,839 | |||
| HELOCs | | 6,017 | | — | | — | | 6,017 | |||
| Commercial & Industrial | | 28,990 | | | — | | — | | 28,990 | ||
| Commercial real estate | | 97,180 | | — | | — | | 97,180 | |||
| Commercial construction | | 47,430 | | — | | — | | 47,430 | |||
| Commercial LOC | | 4,182 | | — | | — | | 4,182 | |||
| | | $291,825 | | $1,000 | | $613 | | $293,438 | |||
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2025 | ||||||||||||
| | | | | | 30 – 89 | | Non-Accrual | | | | ||
| 2025 | | Current | | days | | 90+ days | | Total | ||||
| One to four residential and home improvement | | $108,408 | | $783 | | $389 | | $109,580 | ||||
| Purchased and Participations | | 5,951 | | — | | 42 | | 5,993 | ||||
| HELOCs | | 5,281 | | 137 | | 13 | | 5,431 | ||||
| Commercial & Industrial | | 23,169 | | — | | — | | 23,169 | ||||
| Commercial real estate | | 76,338 | | — | | — | | 76,338 | ||||
| Commercial construction | | 46,124 | | — | | — | | 46,124 | ||||
| Commercial LOC | | | 9,706 | | | — | | | — | | | 9,706 |
| | | $274,977 | | $920 | | $444 | | $276,341 | ||||
There wereno loans that were 90+ days past due and accruing interest at March 31, 2026 and December 31, 2025. As of March 31, 2026, no non-accrual loans had a related allowance. As of December 31, 2025 there wasone non-accrual loan that had a related allowance of $50,958. No material accrued interest was written off by reversing interest income during the three months ended March 31, 2026 or 2025.
When, for economic or legal reasons related to the borrower’s financial difficulties, the Bank grants a concession to the borrower that the Bank would not otherwise consider, the modified loan is classified as a troubled loan modification (TLM). Troubled loan modifications may consist of forgiveness of interest and/or principal, a reduction of the interest rate, interest-only payments for a period of time, and/or extending amortization terms. There wereno new troubled loan modifications in the three months ended March 31, 2026 or 2025.
The Bank considers a troubled loan modification in default if it becomes past due more than 30 days. No troubled loan modifications defaulted within 12 months of their modification date during the three months ended March 31, 2026 or 2025.
There were no significant changes in the extent to which collateral secured our collateral dependent loans as of March 31, 2026 and December 31, 2025. At both March 31, 2026 and December 31, 2025 we had approximately $27,650 of collateral dependent loans without an allowance andno collateral dependent loans with an allowance.
The Bank hasno commitments to loan additional funds to the borrowers whose loans have been determined to be collateral dependent.
Business commercial loans are generally evaluated using the following internally prepared ratings:
“Pass” ratings are assigned to loans with adequate collateral and debt service ability such that collectability of the contractual loan payments is highly probable.
“Watch / special mention” ratings are assigned to loans where management has some concern that the collateral or debt service ability may not be adequate, though the collectability of the contractual loan payments is still probable.
“Substandard” ratings are assigned to loans that do not have adequate collateral and/or debt service ability such that collectability of the contractual loan payments is no longer probable.
“Doubtful” ratings are assigned to loans that do not have adequate collateral and/or debt service ability, and collectability of the contractual loan payments is unlikely.
Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be Pass rated loans. As of March 31, 2026 and December 31, 2025, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, 2026 · · 2026 · · 2025 · · 2024 · · 2023 · · 2022 · · Prior · · Revolvers · · Total | ||||||||||||||||||||||||
| Pass | | | | | | | | | | | | | | | | | | | | | | | | |
| One to four residential | | $1,017 | | $3,128 | | $4,452 | | $3,756 | | $6,680 | | $82,221 | | $— | | $101,254 | ||||||||
| Purchased and Participations | | — | | | — | | | — | | — | | — | | 5,839 | | — | | 5,839 | ||||||
| Home improvement, first mortgage | | — | | | 287 | | | — | | 125 | | 20 | | 14 | | — | | 446 | ||||||
| Home equity line of credit | | — | | | — | | | — | | — | | — | | — | | 6,017 | | 6,017 | ||||||
| Commercial construction | | — | | | — | | | — | | — | | — | | — | | 47,430 | | 47,430 | ||||||
| Commercial and industrial | | 949 | | | 20,837 | | | 5,554 | | 465 | | — | | — | | — | | 27,805 | ||||||
| Commercial real estate | | 19,369 | | | 28,510 | | | 31,407 | | 17,666 | | — | | — | | — | | 96,952 | ||||||
| Commercial line of credit | | | 1,050 | | | 647 | | | 2,485 | | | — | | | — | | | — | | | — | | | 4,182 |
| Total pass | | $22,385 | | $53,409 | | $43,898 | | $22,012 | | $6,700 | | $88,074 | | $53,447 | | $289,925 | ||||||||
| Special Mention | | | | | | | | | | | | | | | | | | | | | | | | |
| One to four residential | | — | | | — | | | — | | | — | | — | | 170 | | — | | 170 | |||||
| Purchased and Participations | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Home improvement, first mortgage | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Home equity line of credit | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Commercial construction | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Commercial and industrial | | | — | | | — | | | 1,185 | | | — | | | — | | | — | | | — | | | 1,185 |
| Commercial real estate | | | — | | | — | | | 228 | | | — | | | — | | | — | | | — | | | 228 |
| Commercial line of credit | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Total special mention | | $— | | $— | | $1,413 | | $— | | $— | | $170 | | $— | | $1,583 | ||||||||
| Substandard | | | | | | | | | | | | | | | | | | | | | | | | |
| One to four residential | | | — | | | — | | | — | | | — | | | — | | | 1,930 | | | — | | | 1,930 |
| Purchased and Participations | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Home improvement, first mortgage | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Home equity line of credit | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Commercial construction | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Commercial and industrial | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Commercial real estate | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Commercial line of credit | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Total substandard | | $— | | $— | | $— | | $— | | $— | | $1,930 | | $— | | $1,930 | ||||||||
| Total | | $22,385 | | $53,409 | | $45,311 | | $22,012 | | $6,700 | | $90,174 | | $53,447 | | $293,438 | ||||||||
| Current year to date period gross write-offs | | | | | | | | | | | | | | | | | | | | | | | | |
| One to four residential | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | ||||||||
| Purchased and Participations | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Home improvement, first mortgage | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Home equity line of credit | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Commercial construction | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Commercial and industrial | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Commercial real estate | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Commercial line of credit | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Total | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 · · 2025 · · 2024 · · 2023 · · 2022 · · 2021 · · Prior · · Revolvers · · Total | ||||||||||||||||||||||||
| Pass | | | | | | | | | | | | | | | | | | | | | | | | |
| One to four residential | | $3,147 | | $4,897 | | $3,822 | | $7,009 | | $24,385 | | $63,877 | | $— | | $107,137 | ||||||||
| Purchased and Participations | | — | | — | | — | | — | | — | | 5,993 | | — | | 5,993 | ||||||||
| Home improvement, first mortgage | | 290 | | — | | 129 | | 21 | | — | | 17 | | — | | 457 | ||||||||
| Home equity line of credit | | — | | — | | — | | — | | — | | — | | 5,431 | | 5,431 | ||||||||
| Commercial construction | | — | | — | | — | | — | | — | | — | | 46,124 | | 46,124 | ||||||||
| Commercial and industrial | | 10,455 | | 11,215 | | 477 | | — | | — | | — | | — | | 22,147 | ||||||||
| Commercial real estate | | | 29,650 | | | 34,162 | | | 12,296 | | | — | | | — | | | — | | | — | | | 76,108 |
| Commercial line of credit | | 648 | | 3,558 | | 5,500 | | — | | — | | — | | — | | 9,706 | ||||||||
| Total pass | | $44,190 | | $53,832 | | $22,224 | | $7,030 | | $24,385 | | $69,887 | | $51,555 | | $273,103 | ||||||||
| Special Mention | | | | | | | | | | | | | | | | | ||||||||
| One to four residential | | — | | — | | — | | — | | 521 | | 171 | | — | | 692 | ||||||||
| Purchased and Participations | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Home improvement, first mortgage | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Home equity line of credit | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Commercial construction | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Commercial and industrial | | — | | 1,022 | | — | | — | | — | | — | | — | | 1,022 | ||||||||
| Commercial real estate | | — | | 230 | | — | | — | | — | | — | | — | | 230 | ||||||||
| Commercial line of credit | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Total special mention | | $— | | $1,252 | | $— | | $— | | $521 | | $171 | | $— | | $1,944 | ||||||||
| Substandard | | | | | | | | | | | | | | | | | ||||||||
| One to four residential | | — | | — | | — | | — | | — | | 1,294 | | — | | 1,294 | ||||||||
| Purchased and Participations | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Home improvement, first mortgage | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Home equity line of credit | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Commercial construction | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Commercial and industrial | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Commercial real estate | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Commercial line of credit | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Total substandard | | $— | | $— | | $— | | $— | | $— | | $1,294 | | $— | | $1,294 | ||||||||
| Total | | $44,190 | | $55,084 | | $22,224 | | $7,030 | | $24,906 | | $71,352 | | $51,555 | | $276,341 | ||||||||
| Current year to date period gross write-offs | | | | | | | | | | | | | | | | | ||||||||
| One to four residential | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | ||||||||
| Purchased and Participations | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Home improvement, first mortgage | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Home equity line of credit | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Commercial construction | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Commercial and industrial | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Commercial real estate | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Commercial line of credit | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Total current period gross write-offs | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | ||||||||
**6.**Premises and Equipment
Premises and equipment consist of the following (in thousands):
| · · · · · · | ||||
|---|---|---|---|---|
| | | March 31, | | December 31, |
| | | 2026 | | 2025 |
| Land | | $961 | | $961 |
| Buildings and improvements | | 17,494 | | 17,459 |
| Furniture, fixtures, and equipment | | 2,667 | | 2,666 |
| Total | | 21,122 | | 21,086 |
| Less accumulated depreciation | | 13,884 | | 13,725 |
| Construction in progress | | 71 | | 59 |
| | | $7,309 | | $7,420 |
The Bank leases a building for one of its branches. The Bank does not have any future lease commitments for that facility, and is operating on a month-to-month basis. Rent expense was $20,400 during the three months ended March 31, 2026 and $20,400 during the three months ended March 31, 2025. The Bank also leases its Oak Park office. Thethree year lease was effective in January of 2023 and expired on December 31, 2025 and the bank did not include renewal option periods in the original right of use asset as the renewal option was not determined to be reasonably certain to occur at lease inceptions. The lease was renewed in January of 2026. The right of use asset and lease liability is $209,657 as of March 31, 2026 and $0 as of December 31, 2025. The right of use asset is included inother assets on the consolidated statement of financial condition and the lease liability is included inaccounts payable and accrued expenses on the consolidated statement of financial condition. There are three years and three months remaining on the lease, all payments will be made by 2028. The payments remaining on the lease consist of the following for the periods presented:
| · · · | ||
|---|---|---|
| | | Remaining Future |
| | | Lease Payments |
| 2026 | | $59,000 |
| 2027 | | 80,000 |
| 2028 | | 82,000 |
| | | $221,000 |
**7.**Related Party Transactions
The Bank engages in transactions with its directors and executive officers, including companies in which they have beneficial interest, in the normal course of business. It is the policy of the Bank that loan transactions with directors and executive officers be made on substantially the same terms as those prevailing at the time for comparable loans to other persons. The following is a summary of activity of related party loans (in thousands) for the periods presented:
| · · · · · · | ||||
|---|---|---|---|---|
| | | March 31, | | December 31, |
| | | 2026 | | 2025 |
| Beginning balance at beginning of period | | $302 | | $313 |
| Repayments | | 2 | | 11 |
| Ending balance | | $300 | | $302 |
The aggregate amount of deposits from directors and executive officers and their affiliates amounted to approximately $1.6 million at March 31, 2026 and $1.7 million at December 31, 2025.
**8.**Deposits
Deposit accounts consist of the following (in thousands):
| · · · · · · | ||||
|---|---|---|---|---|
| | | March 31, | | December 31, |
| | | 2026 | | 2025 |
| Demand accounts · · · · · · | ||||
| Passbook accounts | | $87,219 | | $89,870 |
| NOW accounts | | 53,657 | | 54,215 |
| Daily money market accounts | | 16,028 | | 16,239 |
| Total demand deposits | | 156,904 | | 160,324 |
| Certificates of deposit | | 155,081 | | 161,227 |
| Total of all deposit accounts | | $311,985 | | $321,551 |
Time deposits that meet or exceed the FDIC insurance limit of $250,000 totaled $37.7 million at March 31, 2026 and $39.0 million at December 31, 2025.
**9.**Fair Value Measurements and Disclosures
We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. From time to time, we may be required to record at fair value other assets on a nonrecurring basis, such as individually evaluated loans and other real estate owned. These nonrecurring fair value adjustments typically involve application of the lower of cost or market accounting or write-downs of individual assets. Additionally, we are required to disclose, but not record, the fair value of other financial instruments.
Fair Value Hierarchy
We group assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:
Level 1 — Valuation is based upon quoted prices for identical instruments traded in active markets.
Level 2 — Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
Level 3 — Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.
Following is a description of valuation methodologies used for assets and liabilities recorded at fair value.
Cash and Cash Equivalents
The carrying value of cash and cash equivalents is a reasonable estimate of fair value.
Certificates of Deposit
The carrying value of certificates of deposit is a reasonable estimate of fair value given the short term nature of instruments.
Investment Securities
Available-for-sale securities are recorded at market value and held-to-maturity securities are carried at amortized cost. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, and U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter market funds. Level 2 securities include mortgage-backed securities issued by government sponsored enterprises and state, county and municipal bonds. Securities classified as Level 3 include asset-backed securities in less liquid markets (table in thousands).
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · Assets Measured at Fair Value on a Recurring Basis | ||||||||
| · · At March 31, 2026 | ||||||||
| · · Quoted Prices · · Significant · · · · · · | ||||||||
| · · in Active · · Other · · Significant · · · | ||||||||
| | | Markets for | | Observable | | Unobservable | | Balance |
| | | Identical Assets | | Inputs | | Inputs | | at March 31, |
| | | (Level 1) | | (Level 2) | | (Level 3) | | 2026 |
| Available-for-sale debt securities: · · · · · · · · · | ||||||||
| Mortgage-backed | | $— | | $64,674 | | $— | | $64,674 |
| Agencies | | — | | 38,335 | | — | | 38,335 |
| Municipal bonds | | — | | 690 | | — | | 690 |
| Total available-for-sale debt securities | | $— | | $103,699 | | $— | | $103,699 |
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · Assets Measured at Fair Value on a Recurring Basis | ||||||||
| · · At December 31, 2025 | ||||||||
| · · Quoted Prices · · Significant · · · · · · | ||||||||
| · · in Active · · Other · · Significant · · · | ||||||||
| | | Markets for | | Observable | | Unobservable | | Balance |
| | | Identical Assets | | Inputs | | Inputs | | at December 31, |
| | | (Level 1) | | (Level 2) | | (Level 3) | | 2025 |
| Available-for-sale debt securities: | | | | | | | | |
| Mortgage-backed | | $— | | $67,465 | | $— | | $67,465 |
| Agencies | | — | | 38,499 | | — | | 38,499 |
| Municipal Bonds | | — | | 690 | | — | | 690 |
| Total available-for-sale debt securities | | $— | | $106,654 | | $— | | $106,654 |
We estimate the fair value of these investments through independent pricing sources. Independent pricing sources utilize information such as similar security transactions and observable yield curves to estimate the fair value of individual securities.
Bank Owned Life Insurance
The carrying value of bank owned life insurance approximates fair value.
Other Investments
The carrying value of other investments includes FHLB Stock and Bankers Bank stock and approximates fair value.
Loans
We do not record loans at fair value on a recurring basis. However, from time to time, a loan is considered individually evaluated and a specific reserve is established within the allowance for credit losses. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are individually evaluated. Once a loan is identified as individually evaluated, management measures specific reserves in accordance with U.S. GAAP. The fair value of individually evaluated loans is estimated using one of three methods, including collateral value, market value of similar debt, and discounted cash flows. Those individually evaluated loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. In accordance with GAAP, individually evaluated loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price, we record the individually evaluated loan as nonrecurring Level 2. When an appraised value is used or an appraisal is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Bank records the individually evaluated loan as nonrecurring Level 3. For disclosure purposes, the fair value of fixed rate loans which are not considered individually evaluated is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings. For collectively evaluated variable rate loans, the carrying amount is a reasonable estimate of fair value for disclosure purposes.
Real Estate Owned
Other real estate properties are adjusted to fair value upon transfer of the loans to real estate owned. Subsequently, real estate owned assets are carried at fair value less estimated selling costs. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price, we record the other real estate as nonrecurring Level 2. When an appraised value is used or an appraisal is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, we record the other real estate asset as nonrecurring Level 3.
Deposits
The fair value of passbook savings accounts, interest-bearing checking accounts, noninterest-bearing checking accounts and market rate checking accounts is the amount payable on demand at the reporting date, while the fair value of fixed maturity certificate of deposits is estimated by discounting the future cash flows using current rates at which comparable certificates would be issued.
FHLB Advances and Other Borrowings
Federal Home Loan Bank advances are carried at cost and the fair value is obtained from the Federal Home Loan Bank of Atlanta. Federal Funds Purchased are carried at cost and because they are overnight funds, the carrying value is a reasonable estimate of fair value.
Assets Recorded at Fair Value on a Recurring Basis
Our only assets recorded at fair value on a recurring basis are available-for-sale securities that had a fair value of $103.7 million at March 31, 2026 and $106.7 million at December 31, 2025. These assets are classified as Level 2.
Assets Recorded at Fair Value on a Nonrecurring Basis
We may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis in accordance with GAAP. These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period. There were no assets measured at fair value on a nonrecurring basis as of March 31, 2026 and December 31, 2025.
The carrying amounts and estimated fair value (in thousands) of our financial instruments at March 31, 2026 and December 31, 2025 are as follows (in thousands):
| · · · · · · · · · · · · · · | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| · · · · March 31, 2026 · · December 31, 2025 | |||||||||
| · · · · 2026 · · 2025 | |||||||||
| · · · · Carrying · · Estimated · · Carrying · · Estimated | |||||||||
| · · · · Amount · · Fair Value · · Amount · · Fair Value | |||||||||
| Financial assets: · · · · · · · · · · · · · · | |||||||||
| Cash and cash equivalents | Level 1 | | $14,832 | | $14,832 | | $47,595 | | $47,595 |
| Certificates of deposit | Level 2 | | 870 | | 870 | | 870 | | 870 |
| Investment securities AFS | Level 2 | | 103,699 | | 103,699 | | 106,654 | | 106,654 |
| Investment securities HTM | Level 2 | | 27,189 | | 24,746 | | 28,369 | | 26,040 |
| Other Investments | Level 3 | | 2,158 | | 2,158 | | 2,158 | | 2,158 |
| Accrued interest receivable | Level 1 | | 1,611 | | 1,611 | | 1,451 | | 1,451 |
| Loans, net | Level 3 | | 288,635 | | 280,237 | | 267,949 | | 258,840 |
| Bank owned life insurance | Level 2 | | 20,133 | | 20,133 | | 14,949 | | 14,949 |
| Financial liabilities: | | | | | | | | | |
| Deposits | Level 2 | | 311,985 | | 310,996 | | 321,551 | | 320,437 |
| Accrued interest payable | Level 1 | | 584 | | 584 | | 735 | | 735 |
Limitations
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 of the entire holdings of a particular financial instrument. Because no market exists for a significant portion of our financial instruments, fair value estimates are based on many judgments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly 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 and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial instruments include deferred income taxes and premises and equipment. 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.
**10.**Regulatory Information
The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements.
Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance sheet items, as calculated under regulatory accounting practices. The Bank’s capital amounts and classification may also be subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
The Bank qualified for and elected to opt into the optional Community Bank Leverage Ratio Framework (“CBLRF”). The CBLRF provides for a simple measure of capital adequacy for certain community banking organizations consistent with section 201 of the Economic Growth, Regulatory Relief, and Consumer Protection Act. Generally, depository institutions and depository institution holding companies that have less than $10 billion in total consolidated assets and meet other qualifying criteria, including a Tier 1 leverage ratio of greater than nine percent, are considered qualifying community banking organizations and are eligible to opt into the community bank leverage ratio framework.
Qualifying community banking organizations that elect to use the CBLRF and that maintain a leverage ratio of greater than nine percent are considered to have satisfied the risk-based and leverage capital requirements in the agencies’ generally applicable capital rule. Additionally, such insured depository institutions are considered to have met the well-capitalized ratio requirements for purposes of section 38 of the Federal Deposit Insurance Act. The CBLRF does not have a total capital requirement; therefore, an electing banking organization is not required to calculate Tier 2 capital or make any Tier 2 capital deductions under the generally applicable capital rule. The leverage ratio required for purposes of the CBLRF is calculated as Tier 1 capital divided by average total consolidated assets, consistent with how banking organizations calculate their leverage ratio under the generally applicable capital rule. The table below presents the leverage ratio and capital adequacy requirements under the CBLRF.
Management believes, as of March 31, 2026 and December 31, 2025, that the Bank meets all capital adequacy requirements to which it is subject. The most recent notification from Regulatory Authorities categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank’s category (table in thousands).
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · Requirements | |||||||||||
| · · · · · · · Well · | |||||||||||
| · · · · · · · Capitalized | |||||||||||
| · · · · · · · Under Prompt | |||||||||||
| · · · · · · · Corrective | |||||||||||
| · · Actual · · Action Provisions | |||||||||||
| · · Amount · · Ratio · · Amount · · Ratio | |||||||||||
| As of March 31, 2026 | | | | | | | | | | | |
| Tier 1 capital (to average assets for the leverage ratio) | | $133,094 | 27.8% | $43,073 | 9.0% | ||||||
| As of December 31, 2025: | | | | | | | | | | | |
| Tier 1 capital (to average assets for the leverage ratio) | | $126,916 | 24.8% | $46,351 | 9.0% | ||||||
**11.**ESOP
In conjunction with the Conversion, the Bank established an Employee Stock Ownership Plan (“ESOP”) for the exclusive benefit of eligible employees. The Bank makes annual contributions to the ESOP in amounts as defined by the plan document. These contributions are used to pay debt service. Certain ESOP shares are pledged as collateral for debt. As the debt is repaid, shares are released from collateral and allocated to active participants, based on the proportion of debt service paid in the year. Shares allocated to participants are vested by 100% after five years of service, and credit is given for years of service with Hoyne Savings Bank prior to the adoption of the ESOP. Participants will also become fully vested in the case of death, disability or retirement.
In connection with the Company’s initial public stock offering, the ESOP borrowed $6.48 million from the Company for the purpose of purchasing shares of the Company’s common stock. A total of 647,755 shares were purchased with the loan proceeds. Accordingly, common stock acquired by the ESOP is shown as a reduction of stockholder’s equity. The loan is expected to be repaid over a period of up to 25 years.
A partial annual contribution to the ESOP was made during the year ended December 31, 2025, as loan payments are made annually on December 31 st of each year. Compensation expense is recognized over the service period based on the average fair value of the shares and totaled approximately $93,000 for the three months ended March 31, 2026 and $30,000 for the year ended December 31, 2025. At March 31, 2026 and December 31, 2025, there were 2,568 shares allocated to participants. There were 8,636 shares committed to be released to participants and 639,119 unallocated shares at March 31, 2026. There were 2,159 shares committed to be released to participants and 645,596 unallocated shares at December 31, 2025. The fair value of unallocated ESOP shares totaled approximately $9.3 million at March 31, 2026, and approximately $9.4 million at December 31, 2025.
**12.**Earnings Per Share (EPS)
Basic EPS represents income available to common stockholders divided by the weighted-average number of shares of common stock outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue shares of common stock (such as stock options) were exercised or converted into additional shares of common stock that should then share in the earnings of the entity. Diluted EPS is computed by dividing net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, plus the effect of potential dilutive common stock equivalents.
There were no securities or other contracts that had a dilutive effect during the three months ended March 31, 2026 or the year ended December 31, 2025, and therefore the weighted-average shares of common stock outstanding used to calculate both basic and diluted EPS are the same. Shares held by the ESOP, that have not been allocated to employees in accordance with the terms of the ESOP, referred to as “unallocated ESOP shares”, are not deemed outstanding for purposes of the EPS calculation. EPS data is not applicable for the three months ended March 31, 2025 as the Company had no shares of its common stock outstanding at such date.
| | | | |
|---|---|---|---|
| · · Three Months Ended | |||
| · · March 31, 2026 | |||
| Net income applicable to shares of common stock | | $(118,352) | |
| | | | |
| Average number of shares of common stock outstanding | | 8,096,938 | |
| Less: Average unallocated ESOP shares | | (639,119) | |
| Weighted average shares of common stock outstanding for basic EPS | | | 7,457,819 |
| Earnings per common share, basic and diluted | | $(0.02) | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.