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Avidia Bancorp, Inc.

For the period ended Sep 30, 2025. Filed Nov 14, 2025.

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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.

Sep 30, 2025 · Filed Nov 14, 2025

AVBC$22.42-0.8%Stored close · as of Nov 6, 2026

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Notes to Consolidated Financial Statements (unaudited)

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1. NATURE OF OPERATIONS AND CONVERSION

Avidia Bancorp, Inc. (the “Company,” “we” or “us”) is the holding company for Avidia Bank that was created upon the conversion of Assabet Valley Bancorp, the mutual holding company and sole stockholder of Avidia Bank (the "Bank"), from the mutual form of organization to the stock form of organization. The conversion was completed on July 31, 2025. Prior to July 31, 2025, the conversion had not yet been completed and the Company had no assets or liabilities and had not conducted any business activities other than organizational activities. Accordingly, the unaudited consolidated financial statements, and related notes, and other financial information included in this report at or for any period prior to July 31, 2025 relate to Assabet Valley Bancorp.

Conversion and Change in Corporate Form

Pursuant to the Plan of Conversion (the "Plan"), Assabet Valley Bancorp converted from the mutual to stock form of organization on July 31, 2025 and Avidia Bank became the wholly-owned subsidiary of the Company In connection with the conversion, Assabet Valley Bancorp established a Massachusetts stock corporation as a first-tier subsidiary and Assabet Valley Bancorp merged with and into the Massachusetts stock corporation, with the Massachusetts stock corporation as the surviving entity. Immediately thereafter the Massachusetts stock corporation merged with and into the Company, with the Company as the surviving entity and Avidia Bank becoming a wholly owned subsidiary of the Company.

Pursuant to the Plan, the Company sold 19,176,250 shares of common stock in a public offering at $10.00 per share, including 1,606,100 shares of common stock purchased by the Bank's employee stock ownership plan, for net offering proceeds of approximately $186.2 million. The Company completed the offering on July 31, 2025. Effective as of July 31, 2025, the Company donated $1.0 million of cash and 900,000 shares of common stock to the Avidia Bank Charitable Foundation (the "Foundation"). A total of 20,076,250 shares of common stock of the Company were issued and outstanding immediately after the donation to the Foundation. The purchase of the common stock by the ESOP was financed by a loan from the Company.

In connection with the conversion, the Company and the Bank established liquidation accounts in an amount equal to Assabet Valley Bancorp’s total equity as reflected in the latest consolidated balance sheets contained in the final offering prospectus for the conversion. The liquidation accounts will be maintained for the benefit of eligible account holders (as defined in the Plan) and supplemental eligible account holders (as defined in the Plan) (collectively, “eligible depositors”) who continue to maintain their deposit accounts in the Bank after the conversion. In the event of a complete liquidation of either (i) the Bank or (ii) the Bank and the Company (and only in such events), eligible depositors who continue to maintain their deposit accounts will be entitled to receive a distribution from the liquidation accounts before any distribution may be made with respect to the common stock of the Company.

The Company may not declare or pay a cash dividend if the effect thereof would cause its equity to be reduced below either the amount required for the liquidation accounts or the regulatory capital requirements imposed by its respective bank regulators.

NOTE 2. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.

The interim consolidated financial statements include the accounts of the Company, a bank holding company, and its wholly owned subsidiary, Avidia Bank (the “Bank”), and its subsidiaries, Hudson Security Corporation, Eli Whitney Securities Corporation and 42 Main Street Corporation. The Bank is a state-chartered savings bank that provides depository and loan products to individual and corporate customers primarily in the central Massachusetts region. Hudson Security Corporation and Eli Whitney Securities Corporation engage in the investment of securities. 42 Main Street Corporation was established to hold, manage, and sell the Bank’s foreclosed real estate property. All significant intercompany balances and transactions have been eliminated in consolidation.

Management has evaluated subsequent events through the date these consolidated financial statements were issued. There were no subsequent events that require recognition and/or disclosure in the consolidated financial statements.

In the opinion of management, the accompanying interim consolidated financial statements of the Company include all normal and recurring adjustments necessary for a fair presentation. Such adjustments are the only adjustments included in such financial statements. The results for any interim period are not necessarily indicative of results for the full year. These consolidated financial statements and notes hereto should be read in conjunction with the audited consolidated financial statements, and related notes, of Assabet Valley Bancorp as of and for each of the years ended December 31, 2024 and 2023, contained in the Company’s definitive prospectus dated May 13, 2025, as filed with the Securities and Exchange Commission on May 21, 2025.

The significant accounting policies used in preparation of the Company's consolidated financial statements are disclosed in its 2024 Audited Consolidated Financial Statements, contained in the Company's definitive prospectus.

Use of Estimates

In preparing consolidated financial statements in conformity with U.S GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses and the realizability of deferred tax assets.

Reclassification

Certain items in prior financial statements have been reclassified to conform to the current presentation.

Tax Credit Investments

The Company invests in qualified affordable housing projects through limited liability entities to obtain tax benefits and to contribute to its local community. The Company has elected to account for these investments using the proportional amortization method whereby the amortization of the investment in the limited liability entity is in proportion to the tax credits utilized each year and amortization is recognized in the consolidated statements of operations as a component of incometax (benefit) expense. These investments are reported in other assets in the consolidated balance sheets in the amounts of $899 thousand and $1.2 million at September 30, 2025 and December 31, 2024, respectively.

Segment Information

The Company's reportable segment is determined by the Chief Financial Officer, who is the designated chief operating decision maker, 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 chief operating decision maker, 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 chief operating decision maker will evaluate the financial performance of the Company's business components such as by evaluating revenue streams, significant expenses, and budget to actual results in assessing the Company's segment and in the determination of allocating resources. The chief operating decision maker uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets. The chief operating decision maker uses consolidated net income 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, credit loss expense, and salaries and employee benefits, as reported on the consolidated statements of operations, provide the significant expenses in the banking operation. All operations are domestic.

Accounting policies for segments are the same as those described herein. Segment performance is evaluated using consolidated net income. 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 statements of cash flows.

Employee Stock Ownership Plan ("ESOP")

ESOP shares are shown as a reduction of shareholders' equity and are presented in the consolidated statements of changes in shareholders’ equity as unallocated common stock held by ESOP. Compensation expense for the Company’s ESOP is recorded at an amount equal to the shares committed to be allocated by the ESOP multiplied by the average fair market value of the shares during the period. The Company recognizes compensation expense ratably over the period based upon the Company’s estimate of the number of shares committed to be allocated by the ESOP. When the shares are released, unallocated common stock held by ESOP is reduced by the cost of the ESOP shares released and the difference between the average fair market value and the cost of the shares committed to be allocated by the ESOP is recorded as an adjustment to additional paid-in capital. The loan receivable from the ESOP is not reported as an asset nor is the Company’s guarantee to fund the ESOP reported as a liability on the Company’s consolidated balance sheet. The employees of the Bank are the participants in the ESOP. Dividends paid on unallocated shares are used to repay the loan to the Company.

NOTE 3. RECENT ACCOUNTING DEVELOPMENTS

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. The ASU provides more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information, such as requiring the disclosure of specific categories in the rate reconciliation and the disaggregation of income tax expense and income taxes paid by federal, state, and foreign taxes. The ASU is effective for annual periods beginning after December 15, 2024. The Company does not believe the ASU will have a material impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU will require public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period. The amendments in this ASU are effective for fiscal years beginning after

December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company does not expect this ASU to have a material impact on the Company's consolidated financial statements.

NOTE 4. INVESTMENT SECURITIES

The following tables summarize the amortized cost and fair value of securities available for sale and held to maturity, with gross unrealized gains and losses at the dates indicated:

(In thousands)AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesFair Value
Securities Available for Sale
U.S. Government and government-sponsored enterprise obligations$92,831$144$(5,398)$87,577
Municipal securities8,6161(513)8,104
Residential mortgage-backed securities(1)184,477822(12,946)172,353
Other1,500—(226)1,274
Total securities available for sale$287,424$967$(19,083)$269,308
Securities Held to Maturity
Corporate bonds$500$—$(35)$465
Subordinated debt securities15,24720(535)$14,732
Total securities held to maturity$15,747$20$(570)$15,197
(In thousands)AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesFair Value
Securities Available for Sale
U.S. Government and government-sponsored enterprise obligations$122,673$36$(9,720)$112,989
Municipal securities8,823—(684)8,139
Residential mortgage-backed securities(1)160,152100(17,104)143,148
Other2,001—(344)1,657
Total securities available for sale$293,649$136$(27,852)$265,933
Securities Held to Maturity
Corporate bonds$500$—$(35)$465
Subordinated debt securities16,247—(82)16,165
Total securities held to maturity$16,747$—$(117)$16,630

(1)

Residential mortgage-backed securities are issued by government-sponsored enterprises or federal agencies.

Management determined there wasno allowance for credit losses ("ACL") required for securities available for sale and securities held to maturity as of September 30, 2025 or December 31, 2024.

The amortized cost and fair value of debt securities by contractual maturity at September 30, 2025 follows. Expected maturities will differ from contractual maturities because the issuers have, in certain instances, the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.

Available for SaleHeld to Maturity
(In thousands)AmortizedCostFairValueAmortizedCostFairValue
Within 1 year$4,959$4,974$—$—
After 1 year through 5 years73,68670,2111,0001,020
After 5 years through 10 years16,73014,77114,24713,711
Over 10 years6,0725,725500466
Total securities with defined maturities101,44795,68115,74715,197
Other1,5001,274——
Residential mortgage-backed securities184,477172,353——
Total$287,424$269,308$15,747$15,197

Investment securities with a carrying value of $78.8 million and $86.3 million were pledged as collateral at September 30, 2025 and December 31, 2024, respectively, for borrowings available through the Federal Reserve Bank of Boston discount window (see Note 8). Investment securities with a carrying value of $185.5 millionand $196.5 million were pledged as collateral at September 30, 2025 and December 31, 2024, respectively, for borrowings available with the Federal Home Loan Bank (see Note 8).

During the three months ended September 30, 2025, there wereno sales of securities available for sale. During the nine months ended September 30, 2025, proceeds from sales of securities available for sale amounted to $8.3 million. During thethree and nine months ended September 30, 2024, proceeds from sales of securities available for sale amounted to $38.5 million and $56.2 million, respectively. During thethree months ended September 30, 2025, there wereno gross gains or losses. During thenine months ended September 30, 2025, there were gross losses of $619 thousand andno gross gains. During the three months ended September 30, 2024, there were gross losses of $1.0 million andno gross gains. During the nine months ended September 30, 2024, there were gross losses of $2.4 million and gross gains of $3 thousand.

The following table summarizes securities in an unrealized loss position for which an ACL has not been recorded. Information pertaining to securities with gross unrealized losses at September 30, 2025 and December 31, 2024 aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:

Less Than Twelve MonthsTwelve Months or GreaterTotal
(In thousands)GrossUnrealizedLossesFair ValueGrossUnrealizedLossesFair ValueGrossUnrealizedLossesFair Value
Securities Available for Sale
U.S. Government and government-sponsored enterprise obligations$—$—$5,398$71,425$5,398$71,425
Municipal securities——5135,1035135,103
Residential mortgage-backed securities3312,49012,91382,62512,94695,115
Other——2261,2742261,274
Total securities available for sale$33$12,490$19,050$160,427$19,083$172,917
Less Than Twelve MonthsTwelve Months or GreaterTotal
(In thousands)GrossUnrealizedLossesFair ValueGrossUnrealizedLossesFair ValueGrossUnrealizedLossesFair Value
Securities Available for Sale
U.S. Government and government-sponsored enterprise obligations$43$20,440$9,677$80,057$9,720$100,497
Municipal securities281,0056567,1346848,139
Residential mortgage-backed securities26044,00716,84478,04417,104122,051
Other——3441,6573441,657
Total securities available for sale$331$65,452$27,521$166,892$27,852$232,344

The unrealized losses on the Company’s available for sale residential mortgage-backed securities (residential MBS) and debt securities have not been recognized into income because management does not intend to sell, and it is not more-likely-than-not it will be required to sell any of the available for sale securities before recovery of its amortized cost basis. Furthermore, the unrealized losses were due to changes in market interest rates and other market conditions, were not reflective of credit events, and the issuers continue to make timely principal and interest payments on the residential MBS and debt security instruments. Agency-backed and government-sponsored enterprise securities have a long history with no credit losses, including during times of severe stress. The principal and interest payments on agency guaranteed debt and residential MBS are backed by the U.S. government. Government-sponsored enterprises similarly guarantee principal and interest payments and carry an implicit guarantee from the U.S. Department of the Treasury. Additionally, government-sponsored enterprise securities are exceptionally liquid, readily marketable, and provide a substantial amount of price transparency and price parity, indicating a perception of zero credit risk. The Company’s unrealized losses from municipal bonds were due to changes in the market interest rate environment and not reflective of credit events. The issuers of these bonds are all Massachusetts based and have no history of credit losses. The contractual terms of these investments do not permit the issuers to settle the security at a price less than the par value of the investments. The Company does not believe it is probable that it will be unable to collect all amounts due according to the contractual terms of the municipal bonds.

Held to maturity corporate bond and subordinated debt holdings are comprised of high credit quality financial institutions. High credit quality corporate bonds and subordinated debt obligations have a history of zero to near-zero credit loss. Corporate bonds are primarily comprised of well capitalized and strong performing financial institutions. Accordingly, the Company determined that the expected credit loss on its held to maturity portfolio was immaterial, and therefore, an allowance was not carried on its held to maturity debt securities at September 30, 2025 and December 31, 2024.

NOTE 5. LOANS AND ALLOWANCE FOR CREDIT LOSSES

During the first quarter of 2025, the Company's loan portfolio segments were updated to more closely align with regulatory call report classifications. This change resulted in a $295 thousand charge to credit loss expense for the quarter ended March 31, 2025.

The following tables show the impact of the segment updates to the loan portfolio and the ACL:

(In thousands)December 31, 2024 Portfolio Balance(As Reported)Updated SegmentJanuary 1, 2025 Portfolio Balance(Updated Segments)
Business manager$1,939
Dental commercial & industrial190,519
Other business203,570
Solar76,888
Vehicle financing27,004
499,920Commercial & industrial$499,920
Condominium associations494,875Condominium associations494,875
Construction & land49,028Construction & land49,028
Commercial real estate484,106Commercial real estate484,106
Commercial real estate multi-family83,905Commercial real estate multi-family83,905
PPP loans264PPP loans264
Home equity66,326Home equity and second mortgages66,326
Residential511,495One to four family residential511,495
Overdraft and unsecured887
Consumer installment3,715
Passbook CD loans458
5,060Consumer5,060
Total loans$2,194,979Total loans$2,194,979
(In thousands)December 31, 2024 ACL (As Reported)Updated SegmentJanuary 1, 2025 ACL(Updated Segments)
Business manager$40
Dental commercial & industrial2,652
Other business4,671
Solar179
Vehicle financing347
7,889Commercial & industrial$7,889
Condominium associations2,839Condominium associations2,839
Construction & land586Construction & land586
Commercial real estate7,522Commercial real estate7,522
Commercial real estate multi-family326Commercial real estate multi-family326
Home equity189Home equity and second mortgages189
Residential2,364One to four family residential2,364
Overdraft and unsecured14
Consumer installment12
26Consumer26
Total$21,741Total$21,741

The composition of net loans as of September 30, 2025 was as follows:

(In thousands)
Real estate loans
Home equity and second mortgages$76,027
One to four family residential521,606
Commercial real estate526,345
Commercial real estate multi-family98,647
Construction & land51,311
Total real estate loans1,273,936
Commercial loans
Commercial & industrial495,263
Condominium associations498,164
PPP loans40
Total commercial loans993,467
Consumer loans
Consumer4,274
Total consumer loans4,274
Total loans2,271,677
Allowance for credit losses(24,284)
Net deferred loan costs3,070
Loans, net$2,250,463

The composition of net loans as of December 31, 2024 was as follows:

(In thousands)
Commercial loans:
Business manager$1,939
Condominium associations494,875
Construction & land49,028
Commercial real estate484,106
Commercial real estate multi-family83,905
Dental commercial & industrial190,519
Other business203,570
PPP loans264
Solar76,888
Vehicle financing27,004
Total commercial loans1,612,098
Residential real estate:
Home equity66,326
Residential511,495
Total residential real estate577,821
Consumer:
Overdraft and unsecured887
Consumer installment3,715
Passbook CD loans458
Total consumer loans5,060
Total loans2,194,979
Allowance for credit losses(21,741)
Net deferred loan costs3,221
Loans, net$2,176,459

The Company manages its loan portfolio proactively to effectively identify problem credits and assess trends early, implement effective work-out strategies, and take charge-offs as promptly as practical. In addition, the Company continuously reassesses its underwriting standards in response to credit risk posed by changes in economic conditions. The Company monitors and manages credit risk through the following governance structure: The Chief Credit Officer (CCO) maintains the Credit Risk Rating System, which is comprised of 10 levels of risk, inclusive of 4 Criticized and Classified ratings that align with regulatory definitions of Special Mention, Substandard, Doubtful and Loss. The CCO or the Credit Manager reviews all recommended risk rating changes and controls the final assessment of risk rating. The Company maintains a Loan Review Policy which addresses internal and external review requirements and process, which is approved annually by the Board of Director’s Risk Committee and the Board of Directors. The CCO provides quarterly reporting and updates to the Risk Committee, including the presentation of the ACL calculation and balance.

For purposes of determining the ACL on loans, the Company disaggregates its loans into portfolio segments. Each portfolio segment possesses unique risk characteristics that are considered when determining the appropriate level of allowance. As noted above, the Company's loan portfolio segments were updated during the first quarter of 2025. As of September 30, 2025 the Company’s loan portfolio segments, as determined based on the unique risk characteristics of each, included the following:

Home Equity and Second Mortgages: The Company generally has first or second liens on the property securing the loans in this segment and repayment is dependent on the credit quality of the individual borrower.

One to Four Family Residential: Loans in this segment consist of 1-4 family residential real estate loans. The Company generally does not originate loans with a loan-to-value ratio greater than 80 percent and does not generally grant loans that would be classified as subprime upon origination. Loans in this segment are collateralized by owner-occupied residential real estate and repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this segment.

Commercial Real Estate (CRE): Loans in this segment are primarily owner-occupied or income-producing properties. The underlying cash flows generated by the properties are adversely impacted by a downturn in the economy, which in turn, will have an effect on the credit quality in this segment.

Commercial Real Estate Multi-Family (CRE MF): Loans in this segment are primarily income-producing properties. The underlying cash flows generated by the properties are impacted by the economy and vacancy rates, which thus will have an effect on the credit quality in this segment.

Construction & Land: Loans in this segment include speculative construction loans for residential properties, construction loans for commercial properties and land loans for residential or commercial development for which payment is derived from sale of the property. Credit risk is affected by cost overruns, time to sell at an adequate price, and market conditions.

Commercial & Industrial: Loans in this segment are made to businesses and are generally secured by assets of the business such as accounts receivable, inventory, marketable securities, other liquid collateral, equipment and other business assets. Repayment is expected from the cash flows of the business. Loans in this segment also include business manager loans, which are actively followed borrowing base lines of credit, secured by accounts receivable that have been purchased from the bank’s customer with recourse. A weakened economy, and resultant decreased consumer spending, will have an effect on the credit quality in this segment.

Condominium Associations: Loans in this segment are secured by the assignment of association fees and dues paid by the individual condominium unit owners. The funds are typically used for major improvements and repairs to the structures, landscape and parking lots or garages, and are repaid over 5 to 30 years. This portfolio has experienced almost no delinquency, with no non-accruals or charge-offs since the Company has entered this niche. Credit quality would be affected if there is a significant population decline locally or regionally.

Paycheck Protection Program (PPP) Loans: Loans in this segment are unsecured business term loans 100 percent guaranteed by the Small Business Administration (SBA) under the PPP. Repayment is dependent on the credit quality of the business borrower and the SBA honoring its guaranty.

Consumer: Loans in this segment primarily consist of personal loans that are fully amortizing over a fixed term, such as auto loans, education loans, or home improvement loans. This segment also includes personal lines of credit. These loans may be secured or unsecured. The overall health of the economy, including unemployment rates and the credit quality of the individual borrower, will have an effect on the credit quality in this segment.

As of December 31, 2024, the Company’s loan portfolio segments, as determined based on the unique risk characteristics of each, included the following:

Business Manager: Loans in this segment are actively followed borrowing base lines of credit, secured by accounts receivable that have been purchased from the bank’s customer with recourse. The account creditors pay each invoice via a direct credit to our customer’s deposit account at the Company or via the US Post Office to the Company lockbox. The deposit account is not accessible by the Company's customer and is swept nightly to paydown the line of credit. These customers may or may not be eligible for traditional lines of credit (which are not subject to the same controls), as they may be experiencing tighter liquidity and / or equity positions due to life stage of the business. These lines are considered to have somewhat elevated risk over the Commercial and Industrial (C&I) portfolio due to (generally)90% advance rates on the collateral, and weaker financial wherewithal. Credit quality is affected by general economic conditions for manufacturing and services.

Condominium Associations: Loans in this segment are secured by the assignment of association fees and dues paid by the individual condominium unit owners. The funds are typically used for major improvements and repairs to the structures, landscape and parking lots or garages, and are repaid over 5 to 30 years. This portfolio has experienced almost no delinquency, with no non-accruals or charge-offs since the Company has entered this niche. Credit quality would be affected if there is a significant population decline locally or regionally.

Construction & Land: Loans in this segment include speculative construction loans for residential properties, construction loans for commercial properties and land loans for residential or commercial development for which payment is derived from sale of the property. Credit risk is affected by cost overruns, time to sell at an adequate price, and market conditions.

Commercial Real Estate (CRE): Loans in this segment are primarily owner-occupied or income-producing properties. The underlying cash flows generated by the properties are adversely impacted by a downturn in the economy, which in turn, will have an effect on the credit quality in this segment.

Commercial Real Estate Multi-Family (CRE MF): Loans in this segment are primarily income-producing properties. The underlying cash flows generated by the properties are impacted by the economy and vacancy rates, which thus will have an effect on the credit quality in this segment.

Dental Commercial & Industrial (Dental C&I): Loans in this segment are made to finance dental practice acquisitions, expansions, equipment purchases or to refinance existing debt. They are secured by all business assets and carry the guarantees of the owners. Credit risk is affected by declining population or a weakened economy, and resultant decreased consumer spending.

Other Business: Loans in this segment are made to businesses and are generally secured by assets of the business. Repayment is expected from the cash flows of the business. A weakened economy, and resultant decreased consumer spending, will have an effect on the credit quality in this segment.

Paycheck Protection Program (PPP) Loans: Loans in this segment are unsecured business term loans 100 percent guaranteed by the Small Business Administration (SBA) under the PPP. Repayment is dependent on the credit quality of the business borrower and the SBA honoring its guaranty.

Solar: Loans in this segment are secured by the solar generation rights and equipment of commercial solar farms and systems. The credit quality is affected by the credit quality of the borrower and environmental conditions.

Vehicle Financing: Loans in this segment are secured by the assignment of vehicles and other modes of personal transportation and carry the guarantees of the individual company owners as well as the associated dealerships. Repayment is dependent on the credit quality of the underlying borrower; the liquidation proceeds of any repossessions and the Bank customer honoring its guaranty.

Home Equity: The Company generally has first or second liens on the property securing the loans in this segment and repayment is dependent on the credit quality of the individual borrower.

Residential Real Estate: Loans in this segment consist of 1-4 family residential real estate loans. The Company generally does not originate loans with a loan-to-value ratio greater than 80 percentand does not generally grant loans that would be classified as subprime upon origination. Loans in this segment are collateralized by owner-occupied residential real estate and repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this segment.

Consumer Overdraft and Unsecured (Cons OD and Unsec): Loans in this segment consist of personal lines of credit or single pay notes. These loans are unsecured and repayment is dependent on the credit quality of the individual borrower.

Consumer Installment: Loans in this segment consist of personal loans that are fully amortizing over a fixed term, such as auto loans, education loans, or home improvement loans. These loans may be secured or unsecured and repayment is dependent on the credit quality of the individual borrower.

Passbook CD Loans: Loans in this segment are personal loans secured by a Bank deposit (DDA or Certificate) account. Credit risk is limited to internal operational risk that results in the accidental release of collateral.

The following tables present the activity in the ACL by portfolio segment for thethree months ended September 30, 2025 and 2024:

(In thousands)Balance June 30, 2025Credit lossexpense /(reversal)Loanscharged-offRecoveriesBalance September 30,2025
Real estate loans
Home equity and second mortgages$210$15$—$1$226
One to four family residential2,62530——2,655
Commercial real estate7,74139—1357,915
Commercial real estate multi-family319(8)——311
Construction & land1,559575——2,134
Total real estate loans12,454651—13613,241
Commercial loans
Commercial & industrial8,560809(844)798,604
Condominium associations2,30135——2,336
PPP loans1(1)———
Total commercial loans10,862843(844)7910,940
Consumer loans
Consumer109(10)—4103
Credit cards—(4)—4—
Total consumer loans109(14)—8103
Total ACL on loans:$23,425$1,480$(844)$223$24,284
Balance · Credit loss · Balance
June 30, · expense / · Loans · September 30,
(In thousands)2024(reversal)charged-offRecoveries2024
Business manager$36$6$—$—$42
Condominium associations2,51052——2,562
Construction & land716(702)——14
Corporate credit card—(18)—18—
Commercial real estate7,729(7,441)—25313
Commercial real estate multi-family145(141)——4
Dental commercial and industrial2,746(2,746)———
Other business4,0194,880(955)207,964
Solar181(33)——148
Vehicle financing4682,319(226)—2,561
Home equity209(52)—32189
Residential real estate2,0982,653——4,751
Overdraft and unsecured14(14)———
Consumer credit card—911—10921
Consumer installment4(6)—1(1)
Passbook CD loans—2,117——2,117
Total ACL on loans:$20,875$1,785$(1,181)$106$21,585

The following tables present the activity in the ACL by portfolio segment for the nine months ended September 30, 2025 and 2024:

Balance · Credit loss · Balance
December 31, · expense / · Loans · September 30,
(In thousands)2024(reversal)charged-offRecoveries2025
Real estate loans
Home equity and second mortgages$189$34$—$3$226
One to four family residential2,364291——2,655
Commercial real estate7,522223—1707,915
Commercial real estate multi-family326(15)——311
Construction & land58618,297(16,749)—2,134
Total real estate loans10,98718,830(16,749)17313,241
Commercial loans
Commercial & industrial7,8891,888(1,306)1338,604
Condominium associations2,839(503)——2,336
PPP loans—————
Total commercial loans10,7281,385(1,306)13310,940
Consumer loans
Consumer26104(38)11103
Credit cards—(11)—11—
Total consumer loans2693(38)22103
Total ACL on loans:$21,741$20,308$(18,093)$328$24,284
Balance · Credit loss · Balance
December 31, · expense / · Loans · September 30,
(In thousands)2023(reversal)charged-offRecoveries2024
Business manager$48$(6)$—$—$42
Condominium associations2,46795——2,562
Construction & land707(736)—4314
Corporate credit card88(26)(84)22—
Commercial real estate7,504(7,226)—35313
Commercial real estate multi-family132(128)——4
Dental commercial and industrial2,633(2,633)———
Other business4,2084,914(1,193)357,964
PPP loans—————
Solar13711——148
Vehicle financing6032,184(226)—2,561
Home equity193(171)—167189
Residential real estate2,0192,732——4,751
Overdraft and unsecured15(14)(1)——
Consumer credit card22888(10)21921
Consumer installment5(36)—30(1)
Passbook CD loans—2,117——2,117
Total ACL on loans:$20,781$1,965$(1,514)$353$21,585

Credit Quality Indicators

To further identify loans with similar risk profiles, the Company categorizes each portfolio segment into classes by credit risk characteristic and applies a credit quality indicator to each portfolio segment. The indicators for commercial and commercial real estate segments are represented by Grades 1 through 10 as outlined below. In general, risk ratings are adjusted periodically throughout the year as updated analysis and review warrants. This process may include, but is not limited to, annual credit and loan reviews, periodic reviews of loan performance metrics, such as delinquency rates, and quarterly reviews of adversely risk rated loans. The Company uses the following definitions when assessing grades for the purpose of evaluating the risk and adequacy of the ACL on loans:

Loans rated 1 – 5: Loans in these categories are considered “pass” rated loans with low to average risk.

Loans rated M: Loans in this category are typically smaller loans that have met the Company’s underwriting criteria and are monitored based on repayment history. Financial statements and other data may or may not be requested from the borrower.

Loans rated P: Loans in this category are considered 100 percent SBA guaranteed loans issued under the SBA's PPP.

Loans rated 6 – 7: Loans in this category are considered “marginally acceptable” and “special mention” respectively. These loans are starting to show signs of potential weakness and are being closely monitored by management.

Loans rated 8: Loans in this category are considered “substandard.” Generally, a loan is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligors and/or the collateral pledged. There is a distinct possibility that the Company will sustain some loss if the weakness is not corrected.

Loans rated 9: Loans in this category are considered “doubtful.” Loans classified as doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable. All loans rated 9 are individually evaluated.

Loans rated 10: Loans in this category are considered uncollectible and of such little value that their continuance as a loan asset is not warranted.

On an annual basis, or more often if needed, the Company formally reviews the ratings on substantially all commercial real estate, construction, and commercial loans. Annually, the Company engages an independent third-party to review a significant portion of loans within these segments. Management uses the results of these reviews as part of its annual review process. Loans considered transactional in nature, such as residential and consumer are reviewed on an exception basis with emphasis placed on debt repayment performance.

The Company periodically reassesses asset quality indicators to appropriately reflect the risk composition of the Company’s loan portfolio. Home equity and consumer loans are not individually risk rated, but rather analyzed as groups taking into account delinquency rates and other economic conditions that may affect the ability of borrowers to meet debt service requirements, including interest rates and energy costs. Performing loans include loans that are current and loans that are past due less than 90 days. Loans that are past due 90 days or more and nonaccrual loans are considered nonperforming.

The risk ratings within the loan portfolio and current period charge-offs for thenine months ended September 30, 2025, by loan segment and origination year were as follows:

Term Loans Amortized Cost Basis by Origination Year
(In thousands)20252024202320222021PriorRevolvingLoansTotal
Home equity and second mortgages:
Risk Rating
Pass (Rated 1-5, M, P)$83$845$1,461$871$154$1,356$71,257$76,027
Total$83$845$1,461$871$154$1,356$71,257$76,027
Current period gross charge-offs$—$—$—$—$—$—$—$—
One to four family residential:
Risk Rating
Pass (Rated 1-5, M, P)$48,424$40,796$72,661$134,537$87,241$137,947$—$521,606
Total$48,424$40,796$72,661$134,537$87,241$137,947$—$521,606
Current period gross charge-offs$—$—$—$—$—$—$—$—
Commercial real estate:
Risk Rating
Pass (Rated 1-5, M, P)$77,23445,80223,632$101,284$88,050$185,452$—$521,454
Special Mention (6-7)—————4,238—4,238
Substandard (8)———251402——653
Total$77,234$45,802$23,632$101,535$88,452$189,690$—$526,345
Current period gross charge-offs$—$—$—$—$—$—$—$—
Commercial real estate multi-family:
Risk Rating
Pass (Rated 1-5, M, P)$21,326$7,853$8,488$19,118$16,248$25,614$—$98,647
Total$21,326$7,853$8,488$19,118$16,248$25,614$—$98,647
Current period gross charge-offs$—$—$—$—$—$—$—$—
Construction & land:
Risk Rating
Pass (Rated 1-5, M, P)$4,859$9,187$1,649$13,852$—$283$5,080$34,910
Special Mention (6-7)———7,471———7,471
Substandard (8)——1,052————1,052
Doubtful (9)——7,878————7,878
Total$4,859$9,187$10,579$21,323$—$283$5,080$51,311
Current period gross charge-off$—$—$16,749$—$—$—$—$16,749
Commercial & Industrial:
Risk Rating
Pass (Rated 1-5, M, P)$32,765$53,611$40,841$48,195$49,279$125,075$106,909$456,675
Special Mention (6-7)———1,0635,8451,29721,85930,064
Substandard (8)—————1,4965842,080
Doubtful (9)—5791,33841—3,1531925,303
Loss (10)—67995——317501,141
Total$32,765$54,869$42,274$49,299$55,124$131,338$129,594$495,263
Current period gross charge-off$—$—$14$414$11$867$—$1,306
Condominium associations:
Risk Rating
Pass (Rated 1-5, M, P)$10,735$9,308$46,579$232,556$86,486$112,500$—$498,164
Total$10,735$9,308$46,579$232,556$86,486$112,500$—$498,164
Current period gross charge-offs$—$—$—$—$—$—$—$—
PPP Loans
Risk Rating
Pass (Rated 1-5, M, P)$—$—$—$—$40$—$—$40
Total$—$—$—$—$40$—$—$40
Current period gross charge-off$—$—$—$—$—$—$—$—
Consumer:
Risk Rating
Pass (Rated 1-5, M, P)$719$627$1,026$470$92$1,243$97$4,274
Total$719$627$1,026$470$92$1,243$97$4,274
Current period gross charge-offs$—$—$—$—$—$38$—$38

The risk ratings within the loan portfolio and current period charge-offs for the year ended December 31, 2024, by loan segment and origination year were as follows:

Term Loans Amortized Cost Basis by Origination Year
(In thousands)20242023202220212020PriorRevolvingLoansTotal
Business manager:
Risk Rating
Pass (Rated 1-5, M, P)$—$—$—$—$—$—$1,939$1,939
Total$—$—$—$—$—$—$1,939$1,939
Current period gross charge-offs$—$—$—$—$—$—$—$—
Condominium associations:
Risk Rating
Pass (Rated 1-5, M, P)$9,700$38,452$228,814$90,387$68,371$55,148$—$490,872
Special Mention (6-7)——4,003————4,003
Total$9,700$38,452$232,817$90,387$68,371$55,148$—$494,875
Current period gross charge-offs$—$—$—$—$—$—$—$—
Construction & land:
Risk Rating
Pass (Rated 1-5, M, P)$8,076$28,220$10,688$1,200$—$293$551$49,028
Total$8,076$28,220$10,688$1,200$—$293$551$49,028
Current period gross charge-offs$—$—$—$—$—$—$—$—
Corporate credit card:
Current period gross charge-offs$—$—$—$—$—$—$84$84
Commercial real estate:
Risk Rating
Pass (Rated 1-5, M, P)$46,807$24,770$103,710$89,739$71,710$112,596$—$449,332
Special Mention (6-7)——3,7061,318—27,230—32,254
Substandard (8)——262425—1,833—2,520
Total$46,807$24,770$107,678$91,482$71,710$141,659$—$484,106
Current period gross charge-offs$—$—$—$—$—$—$—$—
Commercial real estate multi-family:
Risk Rating
Pass (Rated 1-5, M, P)$7,452$8,633$20,192$16,966$11,664$17,056$—$81,963
Special Mention (6-7)———7941,039109—1,942
Total$7,452$8,633$20,192$17,760$12,703$17,165$—$83,905
Current period gross charge-offs$—$—$—$—$—$—$—$—
Dental commercial & industrial:
Risk Rating
Pass (Rated 1-5, M, P)$19,783$22,320$28,021$29,864$23,008$52,484$5,138$180,618
Special Mention (6-7)——1,1396,3015984955999,132
Substandard (8)—————320100420
Doubtful (9)——5712—280—349
Total$19,783$22,320$29,217$36,177$23,606$53,579$5,837$190,519
Current period gross charge-offs$—$—$—$—$—$—$—$—
Other business:
Risk Rating
Pass (Rated 1-5, M, P)$40,560$11,008$24,977$12,309$8,997$26,564$63,185$187,600
Special Mention (6-7)—39—741,5482,9454,9969,602
Substandard (8)5791,33810633—3,4286796,163
Doubtful (9)——41——164—205
Total$41,139$12,385$25,124$12,416$10,545$33,101$68,860$203,570
Current period gross charge-offs$—$101$29$89$—$971$61$1,251
Solar:
Risk Rating
Pass (Rated 1-5, M, P)$—$11,590$9,078$10,637$18,837$14,233$12,513$76,888
Total$—$11,590$9,078$10,637$18,837$14,233$12,513$76,888
Current period gross charge-offs$—$—$—$—$—$—$—$—
Term Loans Amortized Cost Basis by Origination Year
(In thousands)20242023202220212020PriorRevolvingLoansTotal
Vehicle financing:
Risk Rating
Pass (Rated 1-5, M, P)$—$—$—$—$—$—$19,097$19,097
Special Mention (6-7)——————7,2807,280
Doubtful (9)—————628—628
Total$—$—$—$—$—$628$26,376$27,004
Current period gross charge-offs$—$—$—$—$—$—$225$225
Home equity:
Risk Rating
Pass (Rated 1-5, M, P)$1,006$1,517$903$194$130$638$61,238$65,626
Substandard (8)——————700700
Total$1,006$1,517$903$194$130$638$61,938$66,326
Current period gross charge-offs$—$—$—$—$—$—$—$—
Residential:
Risk Rating
Pass (Rated 1-5, M, P)$45,751$79,415$142,220$91,405$60,457$91,856$—$511,104
Substandard (8)6————385—391
Total$45,757$79,415$142,220$91,405$60,457$92,241$—$511,495
Current period gross charge-offs$—$—$—$—$—$—$—$—
Overdraft and unsecured:
Risk Rating
Pass (Rated 1-5, M, P)$173$248$100$41$5$224$96$887
Total$173$248$100$41$5$224$96$887
Current period gross charge-offs$—$—$—$—$—$—$2$2
Consumer credit card:
Current period gross charge-offs$—$—$—$—$—$—$10$10
Consumer installment:
Risk Rating
Pass (Rated 1-5, M, P)$629$1,106$666$129$4$1,181$—$3,715
Total$629$1,106$666$129$4$1,181$—$3,715
Current period gross charge-offs$—$—$—$—$—$—$—$—
Passbook CD loans:
Risk Rating
Pass (Rated 1-5, M, P)$211$154$32$—$—$61$—$458
Total$211$154$32$—$—$61$—$458
Current period gross charge-offs$—$—$—$—$—$—$—$—
PPP loans:
Risk Rating
Pass (Rated 1-5, M, P)$—$—$—$110$154$—$—$264
Total$—$—$—$110$154$—$—$264
Current period gross charge-offs$—$—$—$—$—$—$—$—

Commercial loans include factored accounts receivable in the recorded amount of $2.9 million and $1.9 million at September 30, 2025 and December 31, 2024, respectively, which is gross of cash reserves. At September 30, 2025 and December 31, 2024, cash reserves established from purchase price adjustments in total were $542 thousand and $206 thousand, respectively. The aging status of these loans and underlying receivables is not presented in the delinquency and nonaccrual disclosure tables. The financing agreements permit the Company to create and maintain from the purchase price of funded receivables a cash reserve in an operating deposit account controlled by the Company. The amount of the cash reserve is determined based on the risk profile of the borrower and the aging of outstanding funded accounts receivable. The Company may require borrowers to repurchase any funded accounts receivable that remains unpaid following 120 days after its invoice date.

At September 30, 2025 and December 31, 2024, funded accounts receivable unpaid 120 days or more in total were $943 thousand and $367 thousand, respectively. There wereno impairments at September 30, 2025 and December 31, 2024.

The following table presents the amortized cost basis of loans on nonaccrual status as of the dates presented. There wereno loans past due 90 days or more and still accruing as of September 30, 2025 or December 31, 2024.

(In thousands)Nonaccrualwith No ACLTotalNonaccrual
One to four family residential$387$387
Construction & land1,0528,930
Commercial & industrial2,0498,307
Total$3,488$17,624
(In thousands)Nonaccrualwith No ACLTotalNonaccrual
Dental commercial & industrial$—$670
Home equity700700
Other business3131,349
Residential650650
Vehicle financing628628
Total$2,291$3,997

The Company didnot recognize any interest income on nonaccrual loans during thethree and nine months ended September 30, 2025 and 2024.

The following is an aging analysis of past due loans (including non-accrual) as of the balance sheet dates, by portfolio segment:

(In thousands)Loans Receivable (Amortized Cost)Current30-89 DaysPast Due90 Days orMore Past DueTotalPast Due
Home equity and second mortgages$76,027$75,753$274$—$274
One to four family residential521,606515,8555,3643875,751
Commercial real estate526,345523,9952,350—2,350
Commercial real estate multi-family98,64798,647———
Construction & land51,31142,381—8,9308,930
Commercial & industrial495,263493,5892871,3871,674
Condominium associations498,164498,164———
PPP loans4040———
Consumer4,2744,274———
Total Loans$2,271,677$2,252,698$8,275$10,704$18,979
(In thousands)Loans Receivable (Amortized Cost)Current30-89 Days Past Due90 Days orMore PastDueTotal PastDue
Business manager$1,939$1,939$—$—$—
Condominium associations494,875494,875———
Construction & land49,02847,5221,506—1,506
Commercial real estate484,106483,477629—629
Commercial real estate multi-family83,90583,905———
Dental commercial & industrial190,519189,986533—533
Other business203,570202,0112511,3081,559
PPP loans264264———
Solar76,88876,81276—76
Vehicle financing27,00427,004———
Home equity66,32665,2313957001,095
Residential511,495509,6951,3814191,800
Overdraft and unsecured887887———
Consumer installment3,7153,715———
Passbook CD loans45842038—38
Total$2,194,979$2,187,743$4,809$2,427$7,236

For all loan segments, loans over 30 days contractually past due are considered delinquent.

The following table presents the amortized cost basis of collateral-dependent loans by collateral type as of the balance sheet dates:

(In thousands)Real EstateAll BusinessAssetsAll Business Assets and Real EstateAccounts ReceivableTotal
One to four family residential$510$—$—$—$510
Commercial real estate——348—348
Construction & land8,930———8,930
Commercial & industrial—9152,2933473,555
Total$9,440$915$2,641$347$13,343
(In thousands)Real EstateAll BusinessAssetsTotal
Construction & land$1,506$—$1,506
Commercial real estate165355520
Commercial real estate multi-family109—109
Dental commercial & industrial—769769
Other business4979211,418
Vehicle financing—628628
Home equity783—783
Residential804—804
Total$3,864$2,673$6,537

Collateral-dependent loans are loans for which the repayment is expected to be provided substantially by the underlying collateral and there are no other available and reliable sources of repayment.

Modified Loans

Occasionally, the Company modifies loans to borrowers in financial distress by providing principal forgiveness, term extension, an other-than-insignificant payment delay or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged-off against the ACL.

In some cases, the Company provides multiple types of concessions on one loan. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted. For the loans included in the "combination" columns below, multiple types of modifications have been made on the same loan within the current reporting period.

The following tables present the amortized cost basis of loans as of September 30, 2025 and September 30, 2024, that were both experiencing financial difficulty and modified during the three and nine months ended September 30, 2025 and 2024, respectively, by class and by type of modification. Only segments displayed in the table below have modified loans; there were no other loans experiencing financial difficulty and modified. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below.

(Dollars in thousands)Payment DelayPercent of Loan Segment
Commercial & industrial$6,4101.29%
Total$6,4100.28%
(Dollars in thousands)PaymentDelayCombinationPayment Delayand TermExtensionPercent of Loan Segment
Commercial real estate$1,838$1,5000.67%
Dental commercial & industrial356—0.18%
Residential275—0.05%
Total$2,469$1,5000.18%
(Dollars in thousands)Payment DelayPrincipal Re-AdvanceCombination Payment Delay and Term ExtensionPercent of Loan Segment
Commercial real estate$1,892$—$—0.36%
Commercial & industrial6,6953,258192.01%
Total$8,587$3,258$190.52%
(Dollars in thousands)PaymentDelayPrincipal Re-AdvanceCombinationPaymentDelayand TermExtensionCombinationPaymentDelay andPrincipalRe- AdvancePercent of Loan Segment
Commercial real estate$1,838$356$1,500$—0.74%
Dental commercial & industrial356———0.18%
Other business924——1940.56%
Residential382———0.08%
Total$3,500$356$1,500$1940.26%

The Company doesnot have any additional commitments to the borrowers included in the previous tables.

For thethree and nine months ended September 30, 2025 and three and nine months ended September 30, 2024, modifications related to payment delays had minimal financial effect. All modifications for the three months ended September 30, 2025 were related to payment delays. The following tables present the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the three months ended September 30, 2024 and nine months ended September 30, 2025 and September 30, 2024.

Weighted-AverageTermExtension (months)
Commercial real estate240
Weighted-AverageTermExtension (months)
Commercial & industrial39
Weighted-AverageTermExtension (months)
Commercial real estate240

The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to evaluate the effectiveness of its modification efforts. The following tables present the performance of such loans that have been modified in the last 12 months as of September 30, 2025 and 2024.

(In thousands)30 - 59Days PastDue60 - 89Days PastDue90 Days or More Past DueTotal PastDue
One to four family residential$—$123$2$125
Commercial real estate348——348
Commercial & industrial19063—253
Total$538$186$2$726
(In thousands)30 - 59Days PastDue60 - 89Days PastDue90 Days or More Past DueTotal PastDue
Other business$—$832$—$832
Total$—$832$—$832

For the three months ended September 30, 2025, there wereno loans that were modified in the prior 12 months that had a payment default. For the three and nine months ended September 30, 2024, there wereno loans that were modified in the prior 12 months that had a payment default. The following table presents the amortized cost basis of loans that had a payment default during the nine months ended September 30, 2025, and were modified in the 12 months prior to that default to borrowers experiencing financial difficulty.

(In thousands)PaymentDelayTotal
One to four family residential$2$2
Total:$2$2

Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the ACL is adjusted by the same amount.

At September 30, 2025, residential real estate loans in process of foreclosure totaled $114 thousand. At December 31, 2024, there wereno residential real estate loans in process of foreclosure.

The Company has transferred a portion of its originated commercial mortgage loans to participating lenders. The amounts transferred have been accounted for as sales and are therefore not included in the Company’s accompanying consolidated balance sheets. The Company and participating lenders share ratably in any gains or losses that may result from a borrower’s lack of compliance with contractual terms of the loan. The Company continues to service the loans on behalf of the participating lenders and, as such, collects cash payments from the borrowers, remits payments (net of servicing fees) to participating lenders and disburses required escrow funds to relevant parties. At September 30, 2025 and December 31, 2024, the Company was servicing commercial and commercial mortgage loans for participants aggregating $126.7 million and $137.6 million, respectively.

Residential real estate mortgage loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balances of these loans serviced for others were$271.1 million and $289.8 million at September 30, 2025 and December 31, 2024, respectively. Servicing fee income was $204 thousand and $626 thousand for thethree and nine months ended September 30, 2025, respectively. Servicing fee income was $216 thousand and $643 thousand for the three and nine months ended September 30, 2024, respectively. Certain of these loans were sold with recourse provisions. At September 30, 2025, the related maximum contingent recourse liability was $1.2 million, which is not recorded in the consolidated financial statements.

The Company records mortgage servicing rights (“MSRs”) on residential real estate loans sold and serviced for others. The risks inherent in MSRs relate primarily to changes in prepayments that result from shifts in mortgage interest rates. The Company accounts for MSRs at fair value. The Company obtains valuations from independent third parties to determine the fair value of servicing rights. Key assumptions and inputs used in the estimation of fair value include prepayment speeds, discount rates, default rates, cost to service, and contractual servicing fees. At September 30, 2025, the following weighted average assumptions were used in the calculation of fair value of MSRs: prepayment speed 7.62%, discount rate 10.5% to 12.5%, and default rate 0.07%.

The following summarizes changes to MSRs:

Three Months Ended September 30,Nine Months Ended September 30,
(In thousands)2025202420252024
Beginning balance$3,253$3,483$3,488$3,327
Payoffs(75)(56)(227)(55)
Changes in fair value(29)(185)(112)(30)
Ending balance$3,149$3,242$3,149$3,242

NOTE 6. DERIVATIVES

The Company is party to International Swap and Derivative Association (ISDA) interest rate swap contracts to manage its exposure to interest rate changes. The Company may execute “back-to-back” swap agreements with select commercial banking customers who are eligible and desire to manage their interest rate exposure. Policy also allows the Company to execute macro level swap agreements.

Derivatives Not Designated As Hedges: The Company enters into interest rate swap agreements executed with commercial banking customers to facilitate customer risk management strategies. In addition to the swap agreement with the borrower, the Company enters into a second “back-to-back” swap agreement with a third party; the general terms of this swap mirror those of the first swap agreement. In entering into this transaction, the Company has offset its interest rate risk exposure to the swap agreement with the borrower. All interest rate swaps are valued at observable market prices for similar instruments or observable market interest rates.

Cash Flow Hedges: The Company is party to interest rate swaps to manage its exposure to interest rate changes. Interest rate swaps with notional amounts totaling $135.0 million and $160.0 millionas of September 30, 2025 and December 31, 2024, respectively, were designated as cash flow hedges and were determined to be effective during all periods presented. The Company expects the hedges to remain effective during the remaining terms of the swaps. Fair value of the contracts are reported on consolidated balance sheets as an asset or liability, with an offset to accumulated other comprehensive income (AOCI), net of income tax impacts, and with changes reflected in other comprehensive income.

The Company presents derivative positions gross on the consolidated balance sheets. The following table reflects the derivatives recorded on the consolidated balance sheets as of September 30, 2025 and December 31, 2024:

September 30, 2025 · December 31, 2024
(In thousands) · NotionalAmount · Fair Value · NotionalAmount · Fair Value
Included in other assets:
Derivatives designated as hedging instruments:
Interest rate swaps related to FHLB advances and agency securities$—$—$160,000$175
Derivatives not designated as hedging instruments:
Interest rate swaps related to customer loans105,0326,14688,1547,492
Total included in other assets$6,146$7,667
Included in other liabilities:
Derivatives designated as hedging instruments:
Interest rate swaps related to FHLB advances and agency securities$135,000$401$—$—
Derivatives not designated as hedging instruments:
Interest rate swaps related to customer loans105,0326,14688,1547,492
Total included in other liabilities$6,547$7,492

NOTE 7. DEPOSITS

A summary of deposit balances, by type is as follows:

(In thousands)September 30, 2025December 31, 2024
NOW and demand$1,050,963$1,038,635
Money market278,095250,878
Regular and other savings413,300383,139
Total non-certificate accounts1,742,3581,672,652
Term certificate accounts of $250,000 and greater160,635201,817
Term certificate accounts less than $250,000172,875188,743
Term certificate accounts333,510390,560
Total deposits$2,075,868$2,063,212

As of September 30, 2025, the aggregate amount of deposits, excluding subsidiary deposits, that meet or exceed the FDIC insurance limit of $250 thousand was $842.6 million.

Scheduled maturities and weighted average rates of time deposits for the next five years were as follows:

September 30, 2025December 31, 2024
(Dollars in thousands)AmountWeightedAverageRateAmountWeightedAverageRate
Within 1 year$282,5633.72%$338,4494.49%
Over 1 year to 2 years41,5903.7421,0953.70
Over 2 years to 3 years4,4333.1925,7263.99
Over 3 years to 4 years1,8453.652,5323.60
Over 4 years to 5 years3,0793.082,7583.37
Total$333,5103.71%$390,5604.40%

All deposits are fully insured due to the additional insurance provided to Massachusetts member banks, such as the Bank, under the Depositors Insurance Fund, a private industry-sponsored insurance fund in Massachusetts that insures all deposits at the Company above FDIC limits.

NOTE 8. FEDERAL HOME LOAN BANK ADVANCES AND OTHER BORROWINGS

FHLB of Boston advances consist of the following:

September 30, 2025December 31, 2024
MaturityAmountWeighted Average RateAmountWeighted Average Rate
(Dollars in thousands)
Within 1 year$225,0004.46%$165,0004.53%
Over 1 year to 2 years35,0004.10140,0004.53
Over 2 years to 3 years——20,0004.15
Total FHLB advances$260,0004.41%$325,0004.50%

The Bank also has an available $500 thousand line-of-credit with the FHLB at an interest rate that adjusts daily. There wereno advances outstanding under this line-of-credit at September 30, 2025 and December 31, 2024. All borrowings from the FHLB are secured by a blanket lien on the Company’s residential real estate loans and certain commercial real estate loans in accordance with the FHLB’s policy requirements for qualified collateral.

The Bank also has$18.0 millionin available lines-of-credit with correspondent banks. There wereno advances outstanding under these lines-of-credit at September 30, 2025 and December 31, 2024.

The Bank has agreements with the Federal Reserve Bank of Boston for borrowings at the discount window and through the borrower-in-custody program. The terms of these agreements call for the pledging of assets as security for all obligations of the Bank under these agreements (See Note 4). At September 30, 2025 and December 31, 2024, there wereno borrowings outstanding under either agreement.

NOTE 9. SUBORDINATED DEBT

On May 17, 2022, the Company (as successor to Assabet Valley Bancorp) issued$28.0 million of subordinated debt to institutional investors. The subordinated debt is unsecured and subordinated on liquidation as to principal and interest to all claims against the Company that have the same or higher priority as deposit accounts. The subordinated debt is included in capital of the Bank. At the Company, the subordinated debt is classified as a liability but included in Tier 2 capital for regulatory capital. The Company used the subordinated debt to infuse capital into the Bank in the form of common equity to support capital levels and further growth and for general corporate purposes.

The subordinated debt is payable in full by June 2032; earlier prepayment is permitted after five years. Interest is paid semi-annually at a fixed rate of 4.50% until June 1, 2027 and thereafter the interest rate resets quarterly to an interest rate per annum equal to the then current three-month SOFR (provided, however, that in the event three-month SOFR is less than zero, three-month SOFR shall be deemed to be zero) plus 167 basis points. For the three and nine months ended September 30, 2025, contractual interest expense on the subordinated debt amounted to $315 thousand and $945 thousand, respectively. For the three and nine months ended September 30 2024, contractual interest expense on the subordinated debt amounted to $315 thousand and $945 thousand, respectively. For thethree and nine months ended September 30, 2025, amortization of debt issuance costs was $40 thousand and $99 thousand, respectively. For thethree and nine months ended September 30, 2024, amortization of debt issuance costs was $37 thousand and $100 thousand, respectively. The recorded balance of this debt, net of debt issuance costs, was $27.8 million and $27.7 million at September 30, 2025 and December 31, 2024, respectively.

NOTE 10. OTHER COMMITMENTS AND CONTINGENCIES

Leases

The Company has leases pertaining to bank premises and vehicles with remaining lease terms of 4 to 15 years, some of which include renewal or termination options to extend the lease. Most of the Company’s leases are classified as operating leases. Lease expense for the operating leases is recognized on a straight-line basis over the lease term. Right-of-use ("ROU") assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

The following table represents the classification of the Company’s ROU assets and lease liabilities on the consolidated balance sheets:

(In thousands) · September 30, 2025 · December 31, 2024
Lease right-of-use assets:
Operating leasesPremises and equipment, net$5,275$6,074
Finance leasesPremises and equipment, net450—
Total lease right-of-use assets$5,725$6,074
Lease liabilities:
Operating leasesAccrued expenses and other liabilities$5,396$6,119
Finance leasesAccrued expenses and other liabilities407—
Total lease liabilities$5,803$6,119

The Company uses its incremental borrowing rate at lease commencement to calculate the present value of lease payments when the rate implicit in a lease is not known. The Company’s incremental borrowing rate is based on the FHLB amortizing advance rate, adjusted for the lease term and other factors. The following table presents the weighted average remaining lease term and the weighted average discount rate:

September 30, 2025December 31, 2024
Weighted-average remaining lease term (in years)
Operating leases10.2410.66
Finance leases7.83-
Weighted-average discount rate
Operating leases liabilities6.47%6.33%
Finance lease liabilities4.00%0.00%

The following table presents the components of lease expense for operating leases:

Three Months Ended September 30,Nine Months Ended September 30,
(In thousands)2025202420252024
Operating lease expense:
Operating lease cost$199$204$599$611
Variable lease cost63199
Total lease cost, net$205$207$618$620

The following table presents the components of lease expense for finance leases:

Three Months Ended September 30,Nine Months Ended September 30,
(In thousands)2025202420252024
Finance lease expense:
Amortization of right-of-use asset$5$—$16$—
Interest on lease liabilities4—12—
Total lease cost, net$9$—$28$—

Supplemental cash flow information related to leases was as follows:

Three Months Ended September 30,Nine Months Ended September 30,
(In thousands)2025202420252024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$184$198$555$593
Operating cash flows from finance leases9—28—
Financing cash flows from finance leases4—12—

Future undiscounted lease payments for operating leases with initial terms of one year or more as of September 30, 2025 are as follows:

(In thousands)Operating LeasesFinance Leases
2025$185$14
202675255
202776557
202877859
202976560
Thereafter4,036231
Total undiscounted lease payments$7,281$476
Less: imputed interest1,88569
Net lease liabilities$5,396$407

Employment Agreements

The Company has entered into employment agreements with certain executives. The agreements generally provide for specified minimum levels of annual compensation and benefits for a certain period of time. In addition, the agreements provide for specified lump sum payments and the continuation of benefits upon certain events of termination, as defined in the agreements.

Litigation

The Company is involved in various legal proceedings arising in the normal course of business, none of which is believed by management to have merit. Based on the advice of legal counsel, management believes that these matters are not material to the consolidated financial condition or results of operations of the Company.

Financial Instruments with Off-Balance-Sheet Risk

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the accompanying consolidated balance sheets.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

Off-balance-sheet financial instruments whose contract amounts represent credit risk include the following:

(In thousands)September 30, 2025December 31, 2024
Unadvanced lines of credit$297,619$314,578
Unadvanced construction loans36,88532,613
Residential mortgage loan commitments6,2758,090
Commercial and mortgage loan commitments67,37050,845
Standby letters of credit4,9064,542
Total$413,055$410,668

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained upon extension of the credit is based on management’s credit evaluation of the customer.

Collateral held varies but may include residential real estate, inventory, property, plant and equipment, and income-producing commercial real estate.

Letters-of-credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Substantially all letters-of-credit have expiration dates within one year. The credit risk involved in issuing letters-of-credit is essentially the same as that involved in extending loan facilities to customers. The Company fully collateralized those commitments for which collateral is deemed necessary.

NOTE 11. MINIMUM REGULATORY CAPITAL REQUIREMENTS

The Company 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 consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

The regulations require minimum ratios of total capital, common equity Tier 1 capital and Tier 1 capital to risk-weighted assets and a minimum leverage ratio for all banking organizations as set forth in the following table. Additionally, community banking institutions must maintain a capital conservation buffer of common equity Tier 1 capital in an amount greater than 2.5% of total risk-weighted assets to avoid being subject to limitations on capital distributions and discretionary bonuses. The capital conservation buffer and certain deductions from and adjustments to regulatory capital and risk-weighted assets were phased in over several years. The required minimum conservation buffer was 2.5% on September 30, 2025 and December 31, 2024. The Company’s capital conservation buffer was 11.4% and 4.2% at September 30, 2025 and December 31, 2024, respectively.

As of September 30, 2025 and December 31, 2024, the most recent notification from the FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To remain categorized as well capitalized, the Bank must maintain minimum Total Risk-Based Capital, Common Equity Tier 1 Risk-based, Tier 1 Risk-based, and Tier 1 Leverage Ratios as set forth in the following table. There are no conditions or events since the notification that management believes have changed the Bank’s category.

The Company’s and the Bank’s actual capital amounts and ratios as of September 30, 2025 and December 31, 2024 are presented in the following tables:

ActualMinimum CapitalRequirementMinimum To BeWell CapitalizedUnder PromptCorrective ActionProvisions
(Dollars in thousands)AmountRatioAmountRatioAmountRatio
Company
Total Risk-Based Capital:$426,82419.9%$171,6948.0%N/AN/A
Common Equity Tier 1 Risk-Based Capital373,84517.4%96,5784.5%N/AN/A
Tier 1 Risk-Based Capital:373,84517.4%128,7716.0%N/AN/A
Tier 1 Leverage Capital:373,84513.1%85,8474.0%N/AN/A
Bank
Total Risk-Based Capital:$345,77216.1%$171,3538.0%$214,19110.0%
Common Equity Tier 1 Risk-Based Capital320,57115.0%96,3864.5%139,2246.5%
Tier 1 Risk-Based Capital:320,57115.0%128,5156.0%171,3538.0%
Tier 1 Leverage Capital:320,57111.4%85,6764.0%107,0955.0%
ActualMinimum CapitalRequirementMinimum To BeWell CapitalizedUnder PromptCorrective ActionProvisions
(Dollars in thousands)AmountRatioAmountRatioAmountRatio
Company
Total Risk-Based Capital:$253,07412.2%$165,4608.0%N/AN/A
Common Equity Tier 1 Risk-Based Capital203,3339.8%93,0714.5%N/AN/A
Tier 1 Risk-Based Capital:231,3339.8%124,0956.0%N/AN/A
Tier 1 Leverage Capital:231,3338.7%106,2984.0%N/AN/A
Bank
Total Risk-Based Capital:$248,30111.9%$167,3918.0%$209,23810.0%
Common Equity Tier 1 Risk-Based Capital225,56110.8%94,1574.5%136,0056.5%
Tier 1 Risk-Based Capital:225,56110.8%125,5436.0%167,3918.0%
Tier 1 Leverage Capital:225,5618.4%108,0524.0%135,0645.0%

The Bank may not declare or pay a dividend if the total of all dividends declared during the calendar year, including the proposed dividend, exceeds the sum of the Bank’s net income during the current calendar year and the retained net income of the prior two calendar years, unless the dividend has been approved by the FDIC and the Massachusetts Division of Banks.

NOTE 12. ACCUMULATED OTHER COMPREHENSIVE LOSS

Components of accumulated other comprehensive loss are as follows:

(In thousands)September 30,2025December 31,2024
Net unrealized loss on securities available for sale$(18,116)$(27,716)
Tax effect4,0226,147
Net (loss) gain on swaps(401)175
Tax effect113(49)
Accumulated other comprehensive loss$(14,382)$(21,443)

NOTE 13. EMPLOYEE BENEFIT PLANS

Director and Executive Retirement Plans

The Company has adopted retirement benefit plans for the benefit of all members of the Board of Trustees of the Company and certain senior executives. Benefits are being accrued over the directors’ and executives’ required service periods. At September 30, 2025 and December 31, 2024, the Company has accrued $8.7 million and $7.6 million, respectively, related to these plans. For the three and nine months ended September 30, 2025, expenses related to these plans amounted to$214 thousand and $1.0 million, respectively. For the three and nine months ended September 30, 2024, expenses related to these plans amounted to $129 thousand and $243 thousand, respectively.

Employee Stock Ownership Plan

As part of the Initial Public Offering ("IPO") completed on July 31, 2025, the Bank established a tax-qualified Employee Stock Ownership Plan ("ESOP") to provide eligible employees the opportunity to own Company shares. The ESOP borrowed $16.1 million from the Company to purchase 1,606,100 common shares in the IPO. The loan is payable in annual installments over 20 years. As the loan is repaid to the Company, shares are released and allocated proportionally to eligible participants on the basis of each participant’s proportional share of compensation relative to the compensation of all participants. The unallocated ESOP shares are pledged as collateral on the loan.

The Company accounts for its ESOP in accordance with FASB ASC 718-40, Compensation – Stock Compensation. Under this guidance, unreleased shares are deducted from shareholders’ equity as unearned ESOP shares in the accompanying consolidated balance sheets.

The Company recognizes compensation expense equal to the fair value of the ESOP shares during the periods in which they are committed to be released. To the extent that the fair value of the Company’s ESOP shares differs from the cost of such shares, the difference will be credited or debited to shareholders' equity. As the loan is internally leveraged, the loan receivable from the ESOP to the Company is not reported as an asset nor is the debt of the ESOP shown as a liability on the Company’s consolidated balance sheets.

For both the three and nine months ended September 30, 2025, the Company recognized$637 thousandof compensation expense related to the ESOP. The following table presents share information held by the ESOP:

(Dollars in thousands)September 30, 2025December 31, 2024
Allocated shares——
Shares committed to be released60,229—
Unallocated shares1,545,871—
Total shares1,606,100—
Fair value of unallocated shares$23,095$—

NOTE 14. FAIR VALUE MEASUREMENTS

The Company determines the fair value of its instruments based on the requirements established in the Accounting Standards Codification Topic 820: Fair Value Measurements (“ASC 820”), which provides a framework for measuring fair value under U.S. GAAP and requires an entity to maximize the use of observable inputs when measuring fair value. ASC 820 defines fair value as the exit price, the price that would be received for an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date under current market conditions. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

ASC 820 establishes a hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The Company groups assets and liabilities which are recorded 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. The fair value hierarchy is as follows:

Level 1 –Quoted prices (unadjusted) in active markets for identical assets or liabilities. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.
Level 2 –Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liability. An adjustment to a Level 2 input that is significant to the fair value measurement in its entirety might render the measurement into a Level 3 measurement, depending on the level in the fair value hierarchy within which the inputs used to determine the adjustment fall.
Level 3 –Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the asset or liability. Level 3 assets or liabilities include financial instruments whose value is determined using unobservable inputs to pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

The following methods and assumptions are used by the Company in estimating its fair value measurements:

Securities – Securities represent securities available for sale. Fair value measurements are obtained from a third-party pricing service and are not adjusted by management. The securities measured at fair value in Level 2 are based on pricing models that consider standard observable input factors such as benchmark yields, interest rate volatilities, broker/dealer quotes, credit spreads and new issue data for debt securities.

MSRs – The Company accounts for MSRs at fair value using the amortized method. The Company obtains loan level valuations from independent third parties to determine the fair value of servicing rights. The Company classifies MSRs as recurring Level 2.

Interest rate swaps – The fair value of derivative arrangements is estimated by the Company using a third- party derivative valuation expert who relies on Level 2 inputs, namely interest cash flow models to determine a fair value by calculating a settlement termination value with the counterparty.

Individually analyzed loans - Certain individually analyzed loans were adjusted to the fair value, less costs to sell, of the underlying collateral securing these loans resulting in losses. The loss is not recorded directly as an adjustment to current earnings, but rather as a component in determining the ACL. Fair value was measured using appraised values of collateral and adjusted as necessary by management based on unobservable Level 3 inputs for specific properties. The ACL calculated for the collateral-based individually analyzed loans outstanding at September 30, 2025 and December 31, 2024 was $3.7 million and $1.1 million, respectively.

Loans held for sale – Loans held for sale are carried at the lower of cost or fair value, which is evaluated on a pool-level basis. The fair value of loans held for sale is determined using quoted prices for similar assets, adjusted for specific attributes of that loan or other observable market data. Management has estimated fair values of loans held for sale using Level 2 inputs.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis are summarized below:

(In thousands)Level 1Level 2Level 3Total FairValue
Assets
Securities
Debt securities$—$269,308$—$269,308
MSRs—3,149—3,149
Interest rate swaps—6,146—6,146
Total assets$—$278,603$—$278,603
Liabilities
Interest rate swaps$—$6,547$—$6,547
Total liabilities$—$6,547$—$6,547
(In thousands)Level 1Level 2Level 3Total FairValue
Assets
Securities
Debt securities$—$265,933$—$265,933
MSRs—3,488—3,488
Interest rate swaps—7,667—7,667
Total assets$—$277,088$—$277,088
Liabilities
Interest rate swaps$—$7,492$—$7,492
Total liabilities$—$7,492$—$7,492

Assets Measured at Fair Value on a Non-recurring Basis

The Company may also be required, from time to time, to measure certain other assets at fair value on a nonrecurring basis in accordance with U.S. GAAP. These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or write-downs of individual assets. There areno liabilities measured at fair value on a non-recurring basis at September 30, 2025 or December 31, 2024.

The following table summarizes the fair value hierarchy used to determine each adjustment and the carrying value of the related individual assets:

(In thousands)Level 1Level 2Level 3Total FairValue
Assets
Individually analyzed loans$—$—$7,077$7,077
Loans held for sale—1,745—1,745
Total$—$1,745$7,077$8,822
(In thousands)Level 1Level 2Level 3Total FairValue
Assets
Individually analyzed loans$—$—$375$375
Loans held for sale—850—850
Total$—$850$375$1,225

There were no transfers between levels during the nine months ended September 30, 2025.

Fair Value of Financial Instruments

FASB ASC Topic 825, “Financial Instruments”, requires disclosures of fair value information about financial instruments, whether or not recognized in the balance sheet, if the fair values can be reasonably determined. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques using observable inputs when available. Those techniques are significantly affected but the assumptions used, including discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Topic 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

The carrying amounts and estimated fair values of the Company’s consolidated financial instruments as of the balance sheet dates were as follows:

(In thousands)CarryingAmountFairValueLevel 1Level 2Level 3
Financial assets:
Cash and due from banks$111,868$111,868$111,868$—$—
Securities available for sale269,308269,308—269,308—
Securities held to maturity15,74715,197—15,197—
Federal Home Loan Bank stock11,73111,731—11,731—
Loans, net2,250,4632,117,806——2,117,806
Loans held for sale1,7451,745—1,745—
Accrued interest receivable8,1418,141—8,141—
Bank-owned life insurance36,37536,375—36,375—
MSRs3,1493,149—3,149—
Financial liabilities:
Deposits, other than certificates of deposit1,742,3581,742,358—1,742,358—
Certificates of deposit333,510332,762—332,762—
Federal Home Loan Bank advances260,000260,769—260,769—
Subordinated debt27,77826,906—26,906—
Accrued interest payable1,5341,534—1,534—
(In thousands)CarryingAmountFairValueLevel 1Level 2Level 3
Financial assets:
Cash and due from banks$62,444$62,444$62,444$—$—
Securities available for sale265,933265,933—265,933—
Securities held to maturity16,74716,630—16,630—
Federal Home Loan Bank stock14,72914,729—14,729—
Loans, net2,176,4592,002,458——2,002,458
Loans held for sale850850—850—
Accrued interest receivable8,8978,897—8,897—
Bank-owned life insurance35,52635,526—35,526—
MSRs3,4883,488—3,488—
Financial liabilities:
Deposits, other than certificates of deposit1,672,6521,672,652—1,672,652—
Certificates of deposit390,560389,633—389,633—
Federal Home Loan Bank advances325,000325,527—325,527—
Subordinated debt27,67930,797—30,797—
Accrued interest payable1,6971,697—1,697—

The following methods and assumptions were used to estimate the fair value of financial instruments:

Cash and cash equivalents – The carrying amount of these items is a reasonable estimate of their fair value. Cash and cash equivalents are reported in the Level 1 fair value category.

Securities available for sale and held to maturity – Securities are primarily priced using model pricing based on the securities’ relationship to other benchmark quoted prices as provided by an independent third-party and are considered a Level 2 input method.

Federal Home Loan Bank Stock – The fair value is based upon the par value of the stock that equates to its carrying value and are reported in the Level 2 fair value category.

Loans – Fair value for these instruments is calculated using FASB’s exit pricing guidelines and are considered Level 3.

Accrued interest receivable – The carrying amount approximates fair value for these instruments and are reported in the Level 2 category.

Bank-owned life insurance (BOLI) – BOLI is carried at net cash surrender value of the policies which approximates fair value since that is the approximate liquidation value of these assets. BOLI is reported in the Level 2 fair value category.

Deposits – The fair value of deposits with no stated maturity date, such as noninterest-bearing demand deposits, savings, NOW, and money market accounts, is based on the carrying value. The fair value of certificates of deposit is based upon the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar maturities. Deposits are reported in the Level 2 fair value category.

Federal Home Loan Bank advances – Fair value is estimated based on discounted cash flows using current market rates for borrowings with similar terms and are considered Level 2.

Subordinated debt - Fair value is estimated based on discounted cash flows using current market rates for borrowings with similar terms and are considered Level 2.

Accrued interest payable – The carrying amount approximates fair value for these instruments and are reported in the Level 2 category.

NOTE 15. EARNINGS PER SHARE

Basic earnings per share ("EPS") represents net income available to common shareholders divided by the weighted-average number of common shares outstanding during the year. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common shares (such as stock options) were exercised or converted into additional common shares that would then share in the earnings of the entity. Diluted EPS is computed by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding for the year, plus the effect of potential dilutive common share equivalents computed using the treasury stock method. There wereno securities that had a dilutive effect during the three and nine months ended September 30, 2025, and therefore the weighted-average common shares outstanding used to calculate both basic and diluted EPS are the same. Unallocated ESOP shares are not deemed outstanding for earnings per share calculations. Earnings per share data is not applicable for the three and nine months ended September 30, 2024 as the Company hadno shares outstanding.

(Dollars in thousands, except per share data)Three Months Ended September 30, 2025Nine Months Ended September 30, 2025
Net loss$(907)$(8,622)
Average number of common shares outstanding20,076,25020,076,250
Less: average unallocated ESOP shares1,555,8011,555,801
Average number of basic and diluted shares outstanding18,520,44918,520,449
Loss per common share:
Basic$(0.05)$(0.47)
Diluted$(0.05)$(0.47)
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.