FB Bancorp, Inc. /MD/

Previous wording

Certain statements contained in this Quarterly Report on Form 10-Q that are not historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements, which are based on certain current assumptions and describe our future plans, strategies and expectations, can generally be identified by reference to a future period or periods, or by the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions.

Current wording

Certain statements contained in this Quarterly Report on Form 10-Q that are not historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements, which are based on certain current assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions.

Previous wording

Forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, those set forth in Item 1A of the Company's Annual Report on Form 10-K, as supplemented by its Quarterly Reports on Form 10-Q, and those related to the economic environment, particularly in the market areas in which the Company operates, inflation and unemployment, competitive products and pricing, real estate values, fiscal and monetary policies of the U.S. Government, tariffs, the potential effects of the recent federal government shutdowns, changes in accounting policies and practices that may be adopted by the regulatory agencies and the accounting standards setters, changes in government regulations affecting financial institutions, including regulatory fees and capital requirements, changes in prevailing interest rates, potential goodwill impairment, acquisitions and the integration of acquired businesses, credit risk management, asset-liability management, the financial and securities markets, the availability of and costs associated with sources of liquidity, and the impact of a potential shutdown of the federal government.

Current wording

Forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, those set forth in Item 1A of the Company’s Annual Report on Form 10-K, as supplemented by its Quarterly Reports on Form 10-Q, and those related to the economic environment, particularly in the market areas in which the Company operates, inflation and unemployment, competitive products and pricing, real estate values, fiscal and monetary policies of the U.S. Government, tariffs, the potential effects of the recent federal government shutdowns, changes in accounting policies and practices that may be adopted by the regulatory agencies and the accounting standards setters, changes in government regulations affecting financial institutions, including regulatory fees and capital requirements, changes in prevailing interest rates, potential goodwill impairment, acquisitions and the integration of acquired businesses, credit risk management, asset-liability management, the financial and securities markets, the availability of and costs associated with sources of liquidity.

Previous wording

Following the completion of the conversion and stock offering, our non-interest expense increased because of the increased costs associated with operating as a public company, including the expected hiring of additional accounting personnel, and the increased compensation expenses associated with the implementation of our employee stock ownership plan and the possible implementation of a stock-based benefit plan, if approved by our stockholders.

Current wording

Following the completion of the conversion and stock offering, our non-interest expense increased because of the increased costs associated with operating as a public company, including the hiring of additional accounting personnel, and the increased compensation expenses associated with the implementation of our employee stock ownership plan and the implementation of a stock-based benefit plan.

Previous wording

Provision for Credit Losses. On January 1, 2023, Fidelity Bank adopted ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as amended, which replaces the incurred loss methodology with an expected loss methodology that is referred to as CECL throughout this document. The measurement of expected credit losses under CECL is applicable to financial assets measured at amortized costs, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases. In addition, ASC 326 made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write down on available-for-sale debt securities that management does not intend to sell or believe that it is not, more than likely, required to sell.

Current wording

Provision for Credit Losses. On January 1, 2023, Fidelity Bank adopted ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as amended, which replaced the incurred loss methodology with an expected loss methodology that is referred to as CECL throughout this document. The measurement of expected credit losses under CECL is applicable to financial assets measured at amortized costs, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases. In addition, ASC 326 made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write down on available-for-sale debt securities that management does not intend to sell or believe that it is not, more than likely, required to sell.

Previous wording

The following tables set forth selected historical financial and other data of Fidelity Bank for the periods and at the dates indicated. The information at September 30, 2025, and for the three and nine months ended September 30, 2025 and 2024, is not audited but, in the opinion of management, includes all adjustments necessary for a fair presentation. These adjustments are standard and recurring. The results of operations for the nine months ended September 30, 2025 are not necessarily indicative of the results of operations that may be expected or realized for the entire year. The information at December 31, 2024 is derived in part from, and should be read together with, the audited financial statements and related notes beginning at page F-1 of the Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 27, 2025.

Current wording

The following tables set forth selected historical financial and other data of Fidelity Bank for the periods and at the dates indicated. The information at March 31, 2026, and for the three months ended March 31, 2026 and 2025, is not audited but, in the opinion of management, includes all adjustments necessary for a fair presentation. These adjustments are standard and recurring. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results of operations that may be expected or realized for the entire year. The information at December 31, 2025 is derived in part from, and should be read together with, the audited financial statements and related notes beginning at page F-1 of the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 26, 2026.

Previous wording

Loans Held for Investment, Net. Loans held for investment, net, increased by $3.1 million, or 0.4%, to $753.8 million at September 30, 2025 from $750.7 million at December 31, 2024. During the nine months ended September 30, 2025, loan originations (excluding loans held for sale) totaled $99.2 million. The increase in net loans held for investment came primarily from the following: residential construction loans increased $6.0 million, or 17.6%, commercial real estate loans increased $17.1 million, or 7.1%, and home equity loans increased $4.6 million, or 4.6%. The net increase was partially offset by the following: residential mortgage loans (excluding residential construction loans) decreased $16.7 million, or 6.6%, and other commercial loans decreased $5.6 million, or 5.9%.

Current wording

Loans Held for Investment, Net. Loans held for investment, net, increased by $15.7 million, or 2.13%, to $753.4 million at March 31, 2026 from $737.7 million at December 31, 2025. During the three months ended March 31, 2026, net loan originations (net of payoffs) totaled $16.4 million. The increase in net loans held for investment came primarily from an increase in commercial real estate loans of $26.6 million, or 10.67%, partially offset by total residential mortgage loans decreasing $10.3 million, or 3.84%.

Previous wording

Increases in loan balances reflect our strategy to grow the commercial and commercial real estate loan portfolios while continuing to focus on owner-occupied one- to four-family residential mortgage loans. We have expanded our lending activities into the Baton Rouge and Lafayette, Louisiana markets, including adding lending teams in these markets.

Current wording

Increases in loan balances reflect our strategy to grow the commercial and commercial real estate loan portfolios. We have expanded our lending activities into the Baton Rouge and Lafayette, Louisiana markets, including adding lending teams in these markets.

Previous wording

Deposits. Deposits increased by $39.2 million, or 4.9%, to $839.9 million at September 30, 2025 from $800.7 million at December 31, 2024, due primarily to a $50.4 million, or 24.0%, increase in certificates of deposits (“CDs”). This increase in CDs came from the local market and migration of existing customer deposits from other lower yielding deposit offerings from the Company. Core deposits (defined as all deposits other than certificates of deposit) decreased $16.7 million, or 3.4%, to $468.2 million at September 30, 2025 from $484.9 million at December 31, 2024. Wholesale and brokered certificates of deposit increased $5.4 million, or 5.1%, to $111.4 million at September 30, 2025 from $106.0 million at December 31, 2024. Such deposits generally tend to be at higher yields than other types of deposits and generally do not represent direct customer relationships, but were utilized, in part, to supplement funding of loan growth over time.

Current wording

Deposits. Deposits increased by $11.1 million, or 1.32%, to $852.5 million at March 31, 2026 from $841.4 million at December 31, 2025. Core deposits (defined as all deposits other than certificates of deposit) decreased $754 thousand, or 0.16%, to $482.1 million at March 31, 2026 from $482.9 million at December 31, 2025. Certificates of deposit increased $11.9 million, or 3.31%, to $370.4 million at March 31, 2026 from $358.5 million at December 31, 2025. Our certificates of deposit included $100.8 million in wholesale and brokered certificates of deposit at March 31, 2026 and $89.6 million at December 31, 2025. Such deposits generally tend to be at higher yields than other types of deposits and generally do not represent direct customer relationships, but were utilized, in part, to fund loan and investment growth.

Previous wording

The following tables present the effects of changing rates and volumes on our net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The total column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately based on the changes due to rate and the changes due to volume. There were no out-of-period items or adjustments required to be excluded from the tables below.

Current wording

The following tables present the effects of changing rates and volumes on our net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The total column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately based on the changes due to rate and the changes due to volume. There were no out-of-period items or adjustments required to be excluded from the table below.

Previous wording

Comparison of Operating Results for the Three Months Ended September 30, 2025 and 2024

Current wording

Comparison of Operating Results From Continuing Operations for the Three Months Ended March 31, 2026 and 2025

Previous wording

General. Net income of $2.7 million was recorded for the nine months ended September 30, 2025, compared to a net loss of $853,000 for the nine months ended September 30, 2024. The increase in net income was primarily due to an increase of $6.3 million, or 19.1%, in net interest income and a decrease of

Current wording

General. Net income from continuing operations of $494 thousand was recorded for the three months ended March 31, 2026, compared to net income of $1.4 million for the three months ended March 31, 2025. The decrease in net income was primarily the result of a $1.1 million, or 9.75%, increase in total non-interest expenses.

Previous wording

Interest and Divident Income. Interest income increased $1.3 million, or 8.0%, to $18.3 million for the three months ended September 30, 2025, compared to $16.9 million for the three months ended September 30, 2024. This increase was primarily attributable to a $781,000, or 5.6%, increase in interest and fees on loans, both held for investment and held for sale, and a $483,000, or 21.3%, increase in interest and dividends on investments.

Current wording

Interest Income. Interest income increased $439 thousand, or 2.75%, to $16.4 million for the three months ended March 31, 2026, compared to $16.0 million for the three months ended March 31, 2025. This increase was primarily attributable to a $1.0 million, or 43.77%, increase in interest and dividends on investment securities, partially offset by a decrease of $515 thousand, or 51.65%, from interest on deposits in other banks.

Previous wording

The average balance of loans held for investment during the three months ended September 30, 2025 increased by $34.1 million, or 4.7%, while the average yield on these loans increased to 7.35% for the three months ended September 30, 2025 from 7.28% for the three months ended September 30, 2024. The increase in average yield on loans was due to the increasing interest rate environment as well as growth in our loan portfolio, particularly the commercial and residential construction portfolios.

Current wording

Interest and fees on loans decreased $51 thousand, or 0.40%, for the three months ended March 31, 2026 compared to the same period in 2025. The average balance of loans held for investment during the three months ended March 31, 2026 decreased by $24.5 million, or 3.22%, while the average yield on these loans increased to 7.19% for the three months ended March 31, 2026 from 7.08% for the three months ended March 31, 2025. The increase in average yield on loans was due to the increasing interest rate environment, particularly within the commercial and residential construction portfolios.

Previous wording

The average balance of investment securities increased by $36.0 million, or 14.6%, to $283.1 million for the three months ended September 30, 2025 from $247.0 million for the three months ended September 30, 2024, while the average yield on investment securities increased to 3.85% for the three months ended September 30, 2025 from 3.64% for the three months ended September 30, 2024.

Current wording

The average balance of investment securities increased by $80.7 million, or 32.39%, to $330.0 million for the three months ended March 31, 2026 from $249.3 million for the three months ended March 31, 2025, while the average yield on investment securities increased to 4.06% for the three months ended March 31, 2026 compared to 3.74% for the three months ended March 31, 2025.

Previous wording

Provision for Credit Losses. Based on management’s analysis of the factors described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Use of Critical Accounting Estimates — Allowance for Credit Losses,” there was a $413,000 provision for credit losses for the three months ended September 30, 2025 compared to a $300,000 provision for the same period ended September 30, 2024. The increase in the provision for credit losses was due primarily to growth in loans held for investment and an increase in nonperforming loans.

Current wording

Provision for Credit Losses. Based on an analysis of the factors described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Use of Critical Accounting Estimates — Allowance for Credit Losses,” there was a $490,000 provision for credit losses for the three months ended March 31, 2026 compared to a $385,000 provision for the same period ended March 31, 2025. The increase in the provision for credit losses was due primarily to growth in loans held for investment for the three months ended March 31, 2026.

Previous wording

Total non-performing loans were $14.6 million at September 30, 2025, compared to $11.0 million at September 30, 2024 with 38.2% of this increase coming from one- to four-family residential loans. One- to four-family residential loans historically have lower loss rates compared to other Company loan types. Classified loans totaled $20.5 million at September 30, 2025, compared to $12.7 million at September 30, 2024, and total loans past due greater than 30 days were $17.3 million and $15.4 million at those respective dates. Special mention loans were $1.4 million at September 30, 2025 compared to $3.5 million at September 30, 2024. As a percentage of non-performing loans, the allowance for credit losses was 42.9% at September 30, 2025 compared to 53.0% at September 30, 2024.

Current wording

Total non-performing loans were $15.1 million at March 31, 2026, compared to $16.9 million at December 31, 2025, and $15.4 million at March 31, 2025. The majority of non-performing loans, $11.1 million, relate to first lien residential mortgage loans. These non-performing residential loans have a weighted average loan to value below 80%. Residential real estate loans remain under elevated credit pressures in our gulf coast lending markets due to rising insurance costs. Classified loans totaled $20.2 million at March 31, 2026, compared to $20.5 million at March 31, 2025, and total loans past due greater than 30 days were $35.4 million and $35.9 million at those respective dates. Special mention loans were $1.2 million at March 31, 2026 compared to $1.0 million at March 31, 2025. As a percentage of non-performing loans, the allowance for credit losses was 42.2% at March 31, 2026 compared to 40.1% at March 31, 2025.

Previous wording

Provision (Benefit) for Income Taxes. The provision for income taxes was $256,000 for the three months ended September 30, 2025, compared to a benefit of $247,000 for the three months ended September 30, 2024. The changes are a direct reflection of net income before income taxes for each period and not a material change in the Bank's effective tax rates.

Current wording

Provision (Benefit) for Income Tax Expense. The provision for income taxes was $119,000 for the three months ended March 31, 2026, compared to a provision of $349,000 for the three months ended March 31, 2025. The change is a direct reflection of net income before income taxes for each period and there was no material change in the Bank’s effective tax rates.

Previous wording

The table above indicates that at September 30, 2025, we would have experienced a 9.53% decrease in EVE in the event of an instantaneous parallel 200 basis point increase in market interest rates and a 7.22% increase in EVE in the event of an instantaneous 200 basis point decrease in market interest rates. Each of the estimated percentages of change in EVE in the table above are within the Board of Directors’ guidelines.

Current wording

The table above indicates that at March 31, 2026 we would have experienced a 7.70% decrease in EVE in the event of an instantaneous parallel 200 basis point increase in market interest rates and a 4.60% increase in EVE in the event of an instantaneous 200 basis point decrease in market interest rates. Each of the estimated increase (decreases) in the percentage of change in EVE in the table above are within the Board of Director’s guidelines.

Previous wording

The table above indicates that at September 30, 2025, we would have experienced a 1.80% increase in NII in the event of an instantaneous parallel 200 basis point increase in market interest rates and a 8.50% decrease in NII in the event of an instantaneous 200 basis point decrease in market interest rates. Each of the estimated decreases in the percentage of change in the net interest income in the table above are within the Board of Directors’ guidelines.

Current wording

The table above indicates that at March 31, 2026, we would have a 1.20% increase in NII in the event of an instantaneous parallel 200 basis point increase in market interest rates and a 5.50% decrease in NII in the event of an instantaneous 200 basis point decrease in market interest rates. Each of the estimated decreases in the percentage of change in the net interest income in the table above are within the Board of Director's guidelines.

Previous wording

Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and securities, proceeds from maturities of securities and sales of mortgage loans. We also have the ability to borrow from the Federal Home Loan Bank of Dallas and the Federal Reserve Board’s Bank Discount Window. At September 30, 2025, we had $63.4 million of outstanding borrowings from the Federal Home Loan Bank of Dallas, with the capacity to borrow an additional $377 million, and an additional $143 million from the Federal Reserve Board discount window.

Current wording

Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and securities, proceeds from maturities of securities and sales of mortgage loans. We have the ability to borrow from the Federal Home Loan Bank of Dallas, and at March 31, 2026, we had $95.6 million of outstanding borrowings from the Federal Home Loan Bank of Dallas. At March 31, 2026, we had the capacity to borrow an additional $317.4 million from the Federal Home Loan Bank of Dallas and an additional $137.0 million from the Federal Reserve Board discount window.

Previous wording

At September 30, 2025, Fidelity Bank’s Tier 1 leverage capital was $256.7 million, or 20.1% of adjusted assets. Accordingly, it was categorized as well-capitalized at September 30, 2025. Management is not aware of any conditions or events since the most recent notification that would change our category. For further information, see Note 8 of the financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Current wording

At March 31, 2026, Fidelity Bank’s Tier 1 leverage capital was $255.6 million, or 20.23% of adjusted assets. Accordingly, it was categorized as well-capitalized at March 31, 2026. Management is not aware of any conditions or events since the most recent notification that would change our category. For further information, see Note 9 of the financial statements included elsewhere in this document.

Previous wording

Off-Balance Sheet Arrangements. At September 30, 2025, we had $278.2 million of outstanding commitments to originate loans, which included $220.9 million in revolving lines of credit, $23.6 million in residential construction loans and $33.7 million in commercial construction loans and lines of credit. At September 30, 2025, none of our revolving lines of credit related to commercial real estate loans. Certificates of deposit that are scheduled to mature in less than one year from September 30, 2025 totaled $216.8 million. Management expects that a substantial portion of the maturing certificates of deposit will be renewed. However, if a substantial portion of these deposits is not retained, we may utilize Federal Home Loan Bank of Dallas advances or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense.

Current wording

Off-Balance Sheet Arrangements. At March 31, 2026, we had $268.3 million of outstanding commitments to originate loans, which included $229.9 million in revolving lines of credit, $20.4 million in residential construction loans and $18.0 million in commercial construction loans and lines of credit. At March 31, 2026, none of our revolving lines of credit related to commercial real estate loans. Certificates of deposit that are scheduled to mature in less than one year from March 31, 2026 totaled $256.9 million. Management expects that a substantial portion of the maturing certificates of deposit will be renewed. However, if a substantial portion of these deposits is not retained, we may utilize Federal Home Loan Bank of Dallas advances or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense.

Previous wording

For a discussion of the impact of recent accounting pronouncements, see Note 1 of the notes to our consolidated financial statements included elsewhere in this document.

Current wording

For a discussion of the impact of recent accounting pronouncements, see Note 1 of the notes to our financial statements included elsewhere in this document.