Hoyne Bancorp, Inc.
For the period ended Jun 30, 2026. Filed Aug 11, 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.
Jun 30, 2026 · Filed Aug 11, 2026
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Notes to the Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (UNAUDITED)
**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 Company’s audited consolidated financial statements and related notes at and for the years ended December 31, 2025 and 2024 contained in the Company’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 three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. Reference is made to the accounting policies of the Company described in the notes to the Audited Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Company has consistently followed these policies in preparing this Quarterly Report on Form 10-Q.
**3.**Summary of Significant Accounting Policies (continued)
Principles of Consolidation — The consolidated financial statements for the three and six months ended June 30, 2026 include the accounts and results of operations of Hoyne Bancorp, Inc. and Hoyne Savings Bank. The comparable periods in 2025 contain 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.
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):
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · June 30, 2026 | ||||||||
| · · Amortized · · Gross Unrealized · · Estimated | ||||||||
| | | Cost | | Gains | | Losses | | Fair Value |
| Available-for-sale securities: · · · · · · · · · · · · | ||||||||
| Agencies | | $45,483 | | $— | | $(7,220) | | $38,263 |
| Mortgage-backed | | 70,442 | | 31 | | (8,567) | | 61,906 |
| Municipal bonds | | 710 | | — | | (23) | | 687 |
| Total available-for-sale securities | | $116,635 | | $31 | | $(15,810) | | $100,856 |
| Held-to-maturity securities: | | | | | | | | |
| Agencies | | $1,981 | | $— | | $(407) | | $1,574 |
| Mortgage-backed | | 23,686 | | 17 | | (2,046) | | 21,657 |
| Municipal bonds | | 248 | | — | | (30) | | 218 |
| Total Held-to-maturity securities | | $25,915 | | $17 | | $(2,483) | | $23,449 |
| · · · · · · · · · · · · | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| · · 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):
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · June 30, 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 | | 16,486 | | 14,807 | | — | | — |
| Due after 5 years to 10 years | | 29,707 | | 24,143 | | 2,229 | | 1,792 |
| Due after 10 years | | — | | — | | — | | — |
| Total | | 46,193 | | 38,950 | | 2,229 | | 1,792 |
| Mortgage-backed | | 70,442 | | 61,906 | | 23,686 | | 21,657 |
| Total | | $116,635 | | $100,856 | | $25,915 | | $23,449 |
There wereno sales of investment securities available-for-sale during the three and six months ended June 30, 2026 or 2025.
Information pertaining to available-for-sale debt securities with gross 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 loss position follows (in thousands):
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · June 30, 2026 | ||||||||
| · · Less Than Twelve Months · · Over Twelve Months | ||||||||
| | | Gross | | | | Gross | | |
| | | Unrealized | | | | Unrealized | | |
| | | Losses | | Fair Value | | Losses | | Fair Value |
| Available-for-sale: · · · · · · · · · · · · | ||||||||
| Agencies | | $— | | $— | | $7,220 | | $38,263 |
| Mortgage-backed | | 11 | | 1,268 | | 8,556 | | 58,748 |
| Municipal bonds | | 8 | | 452 | | 15 | | 235 |
| Total | | $19 | | $1,720 | | $15,791 | | $97,246 |
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · 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 |
**4.**Investment Securities (continued)
At June 30, 2026,23 available-for-sale agencies securities are in an unrealized loss position with aggregate depreciation of 15.87% from the Bank’s amortized cost basis,172 available-for-sale mortgage-backed securities are in an unrealized loss position with aggregate depreciation of 12.49 % from the amortized cost basis, andthree available-for-sale municipal bond securities are in an unrealized loss position with aggregate depreciation of 3.29% 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 issuers or the security’s performance.
No accrued interest was written off during the three or six months ended June 30, 2026 and 2025. No securities held to maturity were past due or on nonaccrual as of June 30, 2026 and December 31, 2025. 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 $64,000 and $69,000 and accrued interest on securities available for sale totaling approximately $271,000 and $312,000 at June 30, 2026 and December 31, 2025, respectively, was excluded from the amortized cost basis of securities held to maturity and available for sale.
**5.**Loans Receivable
Loans receivable consist of the following (in thousands):
| · · · · · · | ||||
|---|---|---|---|---|
| | | June 30, 2026 | | December 31, 2025 |
| One to four residential | | $95,785 | | $109,123 |
| Purchased and participations | | 5,489 | | 5,993 |
| Home improvement, first mortgage | | 421 | | 457 |
| Home equity line of credit (HELOC) | | 6,511 | | 5,431 |
| Commercial, construction | | 49,556 | | 46,124 |
| Commercial and Industrial | | 26,692 | | 23,169 |
| Commercial Real Estate | | 89,727 | | 76,338 |
| Commercial Line of Credit (LOC) | | 17,971 | | 9,706 |
| Total | | 292,152 | | 276,341 |
| Add premiums on purchased loans | | 32 | | 35 |
| Less: | | | | |
| Loans sold | | (5,853) | | (4,386) |
| Loans in process | | 26 | | (304) |
| Allowance for credit losses | | (2,952) | | (2,682) |
| Deferred income from loan fees | | (1,116) | | (1,055) |
| | | $282,289 | | $267,949 |
As of June 30, 2026, $5.0 million of loans sold related to the commercial real estate segment while $853,000 related to the one to four residential segment. As of December 31, 2025, $3.5 million of loans sold related to the commercial real estate segment while $886,000 related to the one to four residential segment. The loan balances used in the credit quality disclosures included in this footnote are presented gross, without reducing the balance for portions sold. All sold loans are current on payments, accruing and pass rated, and are disclosed as such within the one to four residential and commercial real estate segments in the respective subsequent table disclosures.
Accrued interest on loans totaling approximately $1.3 million and $1.0 million at June 30, 2026 and December 31, 2025 respectively, was excluded from the amortized cost basis of loans.
Activity in the allowance for credit losses is summarized for the three and six months ended June 30, 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 March 31, 2026 | | $992 | $56 | $4 | $58 | $456 | $278 | $933 | $40 | $2,817 | |||||||||||||||||
| Provision | | | (24) | | (1) | | — | | 8 | | 45 | | (8) | | (26) | | 141 | | 135 | ||||||||
| Charge-offs | | | — | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Recoveries | | | — | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Ending balance June 30, 2026 | | $968 | $55 | $4 | $66 | $501 | $270 | $907 | $181 | $2,952 | |||||||||||||||||
| Beginning balance March 31, 2025 | | | 1,102 | | 78 | | 2 | | 52 | | 238 | | 191 | | 495 | | 115 | $2,273 | |||||||||
| Provision | | | 8 | | (9) | | — | | (2) | | 109 | | (40) | | 96 | | (27) | | 135 | ||||||||
| Charge-offs | | | — | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Recoveries | | | 4 | | — | | — | | — | | — | | — | | — | | — | | 4 | ||||||||
| Ending balance June 30, 2025 | | $1,114 | $69 | $2 | $50 | $347 | $151 | $591 | $88 | $2,412 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the Six Months Ended | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Beginning balance January 1, 2026 | | $1,059 | $58 | $4 | $53 | $448 | $225 | $741 | $94 | $2,682 | |||||||||||||||||
| Provision | | | (91) | | (3) | | — | | 13 | | 53 | | 45 | | 166 | | 87 | | 270 | ||||||||
| Charge-offs | | | — | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Recoveries | | | — | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Ending balance June 30, 2026 | | | 968 | | 55 | | 4 | | 66 | | 501 | | 270 | | 907 | | 181 | | 2,952 | ||||||||
| Beginning balance January 1, 2025 | | | 1,074 | | 75 | | 2 | | 52 | | 195 | | 186 | | 435 | | 107 | | 2,126 | ||||||||
| Provision | | | 24 | | (6) | | — | | (2) | | 152 | | (35) | | 156 | | (19) | | 270 | ||||||||
| Charge-offs | | | — | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Recoveries | | | 16 | | — | | — | | — | | — | | — | | — | | — | | 16 | ||||||||
| Ending balance June 30, 2025 | | | 1,114 | | 69 | | 2 | | 50 | | 347 | | 151 | | 591 | | 88 | | 2,412 | ||||||||
The aging of loans receivable by class of receivable is as follows (in thousands):
| · · · · · · · · · · · · · · · | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · June 30, 2026 | ||||||||||||||
| | | | | | 30 – 89 | | 90+ | | | | | |||
| 2026 | | Current | | days | | days | | Total | | Non-Accrual | ||||
| One to four residential and home improvement | | $94,358 | | $888 | | $960 | | $96,206 | | $1,462 | ||||
| Purchased and Participations | | 5,454 | | 10 | | 25 | | 5,489 | | — | ||||
| Home Equity Line of Credit (HELOC) | | 6,411 | | 100 | | — | | 6,511 | | — | ||||
| Commercial & Industrial | | 26,692 | | | — | | — | | 26,692 | | — | |||
| Commercial real estate | | 89,727 | | — | | — | | 89,727 | | — | ||||
| Commercial, construction | | 49,556 | | — | | — | | 49,556 | | — | ||||
| Commercial Line of Credit (LOC) | | 17,971 | | — | | — | | 17,971 | | — | ||||
| | | $290,169 | | $998 | | $985 | | $292,152 | | $1,462 | ||||
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2025 | |||||||||||||||
| | | | | | 30 – 89 | | 90+ | | | | | | | ||
| 2025 | | Current | | days | | days | | Total | | Non-Accrual | |||||
| One to four residential and home improvement | | $108,408 | | $783 | | $389 | | $109,580 | | $1,294 | |||||
| Purchased and Participations | | 5,951 | | — | | 42 | | 5,993 | | — | |||||
| Home Equity Line of Credit (HELOC) | | 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 Line of Credit (LOC) | | | 9,706 | | | — | | | — | | | 9,706 | | | — |
| | | $274,977 | | $920 | | $444 | | $276,341 | | $1,294 | |||||
There were 29 participation loans with a balance of $24,962 that had no related allowance that were 90+ days past due and accruing interest at June 30, 2026 andnone as of December 31, 2025. As of June 30, 2026, there wasone non-accrual loan in the one to four residential class with a balance of $254,790 that had a related allowance of $164,863. As of December 31, 2025, there wasone non-accrual loan in the one to four residential class with a balance of $257,044 that had a related allowance of $50,958. No material amount of accrued interest was written off by reversing interest income during the three and six months ended June 30, 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). TLMs 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 the extension of amortization terms. There wereno new TLMs in the three and six months ended June 30, 2026 or 2025.
The Bank considers a TLM in default if it becomes past due more than 30 days. No TLMs defaulted within 12 months of their modification date during the three and six months ended June 30, 2026 or 2025.
There were no significant changes in the extent to which collateral secured our collateral dependent loans as of June 30, 2026 and December 31, 2025. At June 30, 2026 and December 31, 2025, we had approximately $280,749 and $27,650, respectively, of residential real-estate collateral dependent loans without an allowance andno collateral dependent loans with an allowance.
The Bank hasno commitments to loan additional funds to borrowers whose loans have been determined to be collateral dependent.
There wereno mortgage loans in the process of foreclosure at June 30, 2026, and an aggregate of $324,000 in principal amount of mortgage loans in the process of foreclosure at December 31, 2025.
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.
As of June 30, 2026 and December 31, 2025, and based on the most recent analysis performed, the aggregate dollar amount of loans segmented by risk category (and by class of loan and year of origination) is as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2026 · · 2026 · · 2025 · · 2024 · · 2023 · · 2022 · · Prior · · Revolvers · · Total | ||||||||||||||||||||||||
| Pass | | | | | | | | | | | | | | | | | | | | | | | | |
| One to four residential | | $2,168 | | $3,105 | | $3,930 | | $3,673 | | $6,613 | | $74,666 | | $— | | $94,155 | ||||||||
| Purchased and Participations | | — | | | — | | | — | | — | | — | | 5,489 | | — | | 5,489 | ||||||
| Home improvement, first mortgage | | 99 | | | 170 | | | — | | 121 | | 20 | | 11 | | — | | 421 | ||||||
| Home equity line of credit | | — | | | — | | | — | | — | | — | | — | | 6,511 | | 6,511 | ||||||
| Commercial construction | | 2,720 | | | 24,548 | | | 9,924 | | 12,364 | | — | | — | | — | | 49,556 | ||||||
| Commercial and industrial | | 886 | | | 19,308 | | | 4,660 | | 452 | | — | | — | | — | | 25,306 | ||||||
| Commercial real estate | | 29,652 | | | 28,452 | | | 14,023 | | 17,373 | | — | | — | | — | | 89,500 | ||||||
| Commercial line of credit | | | 2,375 | | | 647 | | | 14,949 | | | — | | | — | | | — | | | — | | | 17,971 |
| Total pass | | $37,900 | | $76,230 | | $47,486 | | $33,983 | | $6,633 | | $80,166 | | $6,511 | | $288,909 | ||||||||
| Special Mention | | | | | | | | | | | | | | | | | | | | | | | | |
| One to four residential | | — | | | — | | | — | | | — | | — | | 168 | | — | | 168 | |||||
| Purchased and Participations | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Home improvement, first mortgage | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Home equity line of credit | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||
| Commercial construction | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Commercial and industrial | | | — | | | — | | | 1,386 | | | — | | | — | | | — | | | — | | | 1,386 |
| Commercial real estate | | | — | | | — | | | 227 | | | — | | | — | | | — | | | — | | | 227 |
| Commercial line of credit | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Total special mention | | $— | | $— | | $1,613 | | $— | | $— | | $168 | | $— | | $1,781 | ||||||||
| Substandard | | | | | | | | | | | | | | | | | | | | | | | | |
| One to four residential | | | — | | | — | | | — | | | — | | | — | | | 1,462 | | | — | | | 1,462 |
| 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 | | $— | | $— | | $— | | $— | | $— | | $1,462 | | $— | | $1,462 | ||||||||
| Total | | $37,900 | | $76,230 | | $49,099 | | $33,983 | | $6,633 | | $81,796 | | $6,511 | | $292,152 | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | | 20,074 | | 12,573 | | 13,477 | | — | | — | | — | | — | | 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 | | $64,264 | | $66,405 | | $35,701 | | $7,030 | | $24,385 | | $69,887 | | $5,431 | | $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 | | $64,264 | | $67,657 | | $35,701 | | $7,030 | | $24,906 | | $71,352 | | $5,431 | | $276,341 | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · 2026 · · 2025 · · 2024 · · 2023 · · 2022 · · Prior · · Revolvers · · Total | ||||||||||||||||||||||||
| Current gross write-offs for the six months ended June 30, 2025 | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 gross write-offs for the six months ended June 30, 2026 | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | ||||||||
**6.**Premises and Equipment
Premises and equipment consist of the following (in thousands):
| · · · · · · | ||||
|---|---|---|---|---|
| | | June 30, | | December 31, |
| | | 2026 | | 2025 |
| Land | | $961 | | $961 |
| Buildings and improvements | | 17,575 | | 17,459 |
| Furniture, fixtures, and equipment | | 2,710 | | 2,666 |
| Total | | 21,246 | | 21,086 |
| Less accumulated depreciation | | 14,047 | | 13,725 |
| Construction in progress | | 138 | | 59 |
| | | $7,337 | | $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 and $40,800 during the three and six months ended June 30, 2026, respectively. Rent expense was $20,400 and$40,800 during the three and six months ended June 30, 2025, respectively. 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 inception. The lease was renewed in January of 2026. The right of use asset and lease liability are $337,661 and $339,174, respectively, as of June 30, 2026, and $0 as of December 31, 2025. The right of use asset is included in other assets on the consolidated balance sheet and the lease liability is included in accounts payable and accrued expenses on the consolidated balance sheet. There arefour years and six months remaining on the lease, all payments will be made by 2030. The payments remaining on the lease consist of the following for the periods presented:
| | | | |
|---|---|---|---|
| · · Remaining Future | |||
| · · Lease Payments | |||
| 2026 | | $39,000 | |
| 2027 | | 80,000 | |
| 2028 | | 82,000 | |
| 2029 | | | 83,000 |
| 2030 | | | 85,000 |
| | | $369,000 | |
**7.**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 June 30, 2026 was $2.6 million and $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 June 30, 2026 and December 31, 2025.
CDI, net of accumulated amortization, at June 30, 2026 is approximately $46,000. The entire remaining balance is expected to amortize before the end of 2026.
**8.**Deposits
Deposit accounts consist of the following (in thousands):
| · · · · · · | ||||
|---|---|---|---|---|
| | | June 30, | | December 31, |
| | | 2026 | | 2025 |
| Demand accounts · · · · · · | ||||
| Passbook accounts | | $86,560 | | $89,870 |
| NOW accounts | | 63,128 | | 54,215 |
| Daily money market accounts | | 17,174 | | 16,239 |
| Total demand deposits | | 166,862 | | 160,324 |
| Certificates of deposit | | 145,700 | | 161,227 |
| Total of all deposit accounts | | $312,562 | | $321,551 |
Time deposits that meet or exceed the FDIC insurance limit of $250,000 totaled $33.6 million at June 30, 2026 and $39.0 million at December 31, 2025.
**9.**Fair Value Measurements
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 recorded at fair value.
**9.**Fair Value Measurements (continued)
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 June 30, 2026 | ||||||||
| · · Quoted Prices · · Significant · · · · · · | ||||||||
| · · in Active · · Other · · Significant · · · | ||||||||
| | | Markets for | | Observable | | Unobservable | | Balance |
| | | Identical Assets | | Inputs | | Inputs | | at June 30, |
| | | (Level 1) | | (Level 2) | | (Level 3) | | 2026 |
| Available-for-sale debt securities: · · · · · · · · · | ||||||||
| Mortgage-backed | | $— | | $61,906 | | $— | | $61,906 |
| Agencies | | — | | 38,263 | | — | | 38,263 |
| Municipal bonds | | — | | 687 | | — | | 687 |
| Total available-for-sale debt securities | | $— | | $100,856 | | $— | | $100,856 |
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · 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.
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. The only assets measured at fair value on a nonrecurring basis were individually evaluated loans of $89,927 and $206,086 as of June 30, 2026 and December 31, 2025, respectively.
Individually Evaluated 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.
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.
**10.**Fair Value of Financial Instruments
Financial instruments are classified within the fair value hierarchy using the methodologies described in Note 9 – Fair Value Measurements. The following disclosures include financial instruments that are carried at fair value as well as those that are not carried at fair value on the Consolidated Balance Sheets. The calculation of estimated fair values is based on market conditions at a specific point in time and may not reflect current or future fair values.
Cash and Cash Equivalents
The carrying value of cash and cash equivalents is a reasonable estimate of fair value.
Certificates of Deposit in Other Financial Institutions
The carrying value of certificates of deposit is a reasonable estimate of fair value given the short term nature of instruments.
Other Investments
The carrying value of other investments includes FHLB Stock and Bankers Bank stock and approximates fair value and is classified as Level 3, as the stock is nonmarketable and has restrictions placed on its transferability.
Loans
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.
**10.**Fair Value of Financial Instruments (continued)
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.
The carrying amounts and estimated fair value (in thousands) of our financial instruments at June 30, 2026 and December 31, 2025 are as follows (in thousands):
| · · · · · · · · · · · · · · | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| · · · · June 30, · · December 31, | |||||||||
| · · · · 2026 · · 2025 | |||||||||
| · · · · Carrying · · Estimated · · Carrying · · Estimated | |||||||||
| · · · · Amount · · Fair Value · · Amount · · Fair Value | |||||||||
| Financial assets: · · · · · · · · · · · · · · | |||||||||
| Cash and cash equivalents | Level 1 | | $25,376 | | $25,376 | | $47,595 | | $47,595 |
| Certificates of deposit | Level 2 | | 870 | | 870 | | 870 | | 870 |
| Investment securities AFS | Level 2 | | 100,856 | | 100,856 | | 106,654 | | 106,654 |
| Investment securities HTM | Level 2 | | 25,915 | | 23,449 | | 28,368 | | 26,040 |
| Other Investments | Level 3 | | 2,158 | | 2,158 | | 2,158 | | 2,158 |
| Accrued interest receivable | Level 1 | | 1,685 | | 1,685 | | 1,451 | | 1,451 |
| Loans, net | Level 3 | | 282,289 | | 273,980 | | 267,949 | | 258,840 |
| Financial liabilities: | | | | | | | | | |
| Deposits | Level 2 | | 312,562 | | 311,341 | | 321,551 | | 320,437 |
| Accrued interest payable | Level 1 | | 596 | | 596 | | 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.
**11.**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. In November 2025, the OCC and the FDIC jointly issued a proposal to reduce the minimum leverage ratio for opting-in banks from 9% to 8%, effective July 1, 2026. The table below presents the leverage ratio and capital adequacy requirements under the CBLRF.
Management believes, as of June 30, 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 June 30, 2026 | | | | | | | | | | | |
| Tier 1 capital (to average assets for the leverage ratio) | | $127,377 | 27.3% | $42,050 | 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% | ||||||
**12.**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 $103,000 and $196,000 for the three and six months ended June 30, 2026, respectively. The following table presents share information held by the ESOP:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · June 30, 2026 · · December 31, 2025 | ||||||
| · · (Dollars in thousands, except share data) | ||||||
| Number of shares allocated to participants | | | 2,568 | | | — |
| Number of shares committed to be released | | 12,545 | | 2,159 | ||
| Number of unallocated shares | | 632,642 | | 645,596 | ||
| Total shares | | 647,755 | | 647,755 | ||
| Fair value of unallocated ESOP shares | | $10,600 | | $9,400 | ||
**13.**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 or six months ended June 30, 2026 or the year ended December 31, 2025, and therefore the weighted-average number of shares of common stock outstanding used to calculate both basic and diluted EPS is 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 and six months ended June 30, 2025 as the Company had no shares of its common stock outstanding at such date.
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Three months ended · · Six months ended | ||||||
| · · June 30, 2026 · · June 30, 2026 | ||||||
| Net income (loss) applicable to shares of common stock | | $96,760 | | $(21,592) | ||
| | | | | | | |
| Average number of shares of common stock outstanding | | 8,096,938 | | 8,096,938 | ||
| Less: Average unallocated ESOP shares | | (635,881) | | (639,119) | ||
| Weighted average shares of common stock outstanding for basic EPS | | | 7,461,057 | | | 7,457,819 |
| Earnings (loss) per common share, basic and diluted | | $0.01 | | $(0.00) | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.