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Catalyst Bancorp, Inc.

For the period ended Dec 31, 2024. Filed Mar 28, 2025.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 28, 2025

CLST$17.50-2.2%Stored close · as of Nov 6, 2026
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Note

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Catalyst Bancorp, Inc. (“Catalyst Bancorp” or the “Company”) is the holding company for Catalyst Bank (the “Bank”), formerly known as St. Landry Homestead Federal Savings Bank. In June 2022, St. Landry Homestead changed its name to Catalyst Bank. The Bank has been in operation in the Acadiana region of south-central Louisiana since 1922 and offers commercial and retail banking products throughsix full-service locations.

The Company was incorporated by the Bank in February 2021 as part of the conversion of the Bank from the mutual to the stock-form of organization (the “Conversion). The Conversion was completed on October 12, 2021, at which time the Company acquired all of the issued and outstanding shares of common stock of the Bank and became the holding company for the Bank. Shares of the Company’s common stock were issued and sold in an offering to certain depositors of the Bank and others. The Company was not engaged in operations and had not issued any shares of stock prior to the completion of the Conversion.

Catalyst Bank, which is the sole subsidiary of the Company, provides a variety of banking services to individuals and businesses within its principal market area consisting of St. Landry Parish, Evangeline Parish, Acadia Parish and Lafayette Parish, Louisiana, and is subject to competition from other financial institutions. The Bank is a federal savings association subject to examination and regulation by the Office of the Comptroller of the Currency (OCC), and is also subject to examination by the FDIC as deposit insurer. Effective October 16, 2019, the Bank elected to be a “covered association” pursuant to a provision of the Economic Growth Regulatory Relief and Consumer Protection Act (EGRRCPA), that permits a federal savings association to elect to exercise national bank powers without converting to a national bank charter. The Bank’s primary deposit products are demand and NOW accounts, money market accounts, savings accounts and certificates of deposit. Its primary lending products are single family residential loans, commercial loans, and consumer loans. The Bank is also subject to the regulations of certain federal agencies and undergoes periodic examinations by those agencies.

Summary of Significant Accounting Policies

The accounting and reporting policies of the Company conform to generally accepted accounting principles and to predominant accounting practices within the banking industry. The more significant accounting and reporting policies are as follows:

Principles of Consolidation

The Consolidated Financial Statements include the accounts of the Company and the Bank. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Material estimates that are particularly susceptible to significant change relate to the fair value of available-for-sale securities, the determination of the allowance for credit losses on financial assets held at amortized cost and the measurement of the Company’s deferred income tax assets and liabilities. While management uses its best judgment and reviews estimates and related assumptions periodically, actual results could differ from those estimates.

A large majority of the Company’s investment securities are classified as available-for-sale and reported at fair value with changes in unrealized gains and losses, net of tax, included in other comprehensive income. The fair value of investment securities are highly sensitive to changes in market interest rates and the current and projected financial condition of the related issuer. Declines in fair value of available-for-sale securities may result in a charge to earnings through the provision for credit losses if management believes the Company will not be able to recover the full cost of the securities.

Management’s estimate of the allowance for credit losses considers factors such as changes in the types and amount of loans in the loan portfolio, historical loss experience, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, estimated losses relating to specifically identified loans, current and future economic conditions, and forecasted information. This evaluation is inherently subjective as it requires material estimates including, among others, average historical loss experience, expected future loss rates, the amount and timing of expected future pay-downs on existing loans and fundings on unfunded commitments, and the value of underlying collateral. All of these estimates may be susceptible to significant changes as more information becomes available.

Regulatory agencies, as an integral part of their examination process, periodically review the Company’s estimated losses on loans and foreclosed assets. While management is responsible for the establishment of the allowance for credit losses on loans and for adjusting such allowance through provisions for credit losses, as a result of such regulatory reviews management may determine that an increase or decrease in the allowance or provision for credit losses may be necessary. Because of these factors, it is reasonably possible that the estimated losses on loans and foreclosed assets may change materially in the near-term. However, the amount of the change that is reasonably possible cannot be estimated.

During the three months ended March 31, 2024, the measurement of the Company’s deferred income tax assets and liabilities was identified as a critical accounting estimate. Deferred income tax assets and liabilities are determined based on the tax effects of the temporary differences between the book and tax bases of the various assets and liabilities and gives current recognition to changes in tax rates and laws. Realizing our deferred tax assets principally depends upon our achieving projected future taxable income. We may change our judgments regarding future profitability due to future market conditions and other factors. We may adjust our deferred tax asset balances if our judgments change, which may impact total income tax expense in future periods.

Reclassifications

Certain amounts reported in prior periods may have been reclassified to conform to the current period presentation. Such reclassifications had no effect on previously reported equity or net income.

Cash and Cash Equivalents

For the purpose of reporting cash flows, cash and cash equivalents include cash, interest-bearing deposits in other institutions and highly liquid debt instruments with original maturities of three months or less.

Investment Securities

Investment securities that are acquired with the intention of being resold in the near term are classified as trading securities and are carried at fair value, with unrealized holding gains and losses recognized in current earnings. The Company did not hold any securities for trading purposes at or during the years ended December 31, 2024 or 2023.

Government, federal agency and corporate debt securities that management has the positive intent and ability to hold to maturity are classified as held-to-maturity and are reported at cost, adjusted for amortization of premiums and accretion of discounts that are recognized in interest income using methods approximating the interest method over the period to maturity. Available-for-sale securities consist of investment securities not classified as trading securities or held-to-maturity securities. Non-credit related unrealized holding gains and losses, net of tax, on available-for-sale securities are included in other comprehensive income.

Premiums and discounts are amortized using the interest method or the straight-line method when appropriate. The use of the straight-line method approximates the interest method and does not result in a material difference. Interest income is recognized when earned.

Realized gains and losses on sales of securities are included in earnings and, when applicable, are reported as a reclassification adjustment, net of tax, in other comprehensive income. Gains and losses on the sale of securities are determined using the specific-identification method. The amortization of premiums and the accretion of discounts are recognized in interest income using methods approximating the interest method over the period of maturity.

On January 1, 2023, the Company adopted the guidance under Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments. The main provisions of the ASU have been codified by the Financial Accounting Standards Board (“FASB”) under Topic 326 of the Accounting Standards Codification (“ASC 326”). ASC 326 requires expected credit related losses for available-for-sale debt securities to be recorded through an allowance for credit losses, while non-credit related losses are recognized through other comprehensive income. Similarly, ASC 326 requires held-to-maturity debt securities to be presented at an amount net of a current estimate of expected credit losses, though the held-to-maturity debt securities are still reported at amortized cost under the new guidance. Under ASC 326, consideration is given to the extent to which that fair value is less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Company to retain its investment in the issuer for a period sufficient to allow for any anticipated recovery in fair value when estimating credit losses.

Loans Receivable

Loans receivable are carried at the amount of unpaid principal balances, net of deferred loan-origination fees and discounts and the allowance for loan losses. Interest income on loans receivable is accrued at the applicable interest rate based on the unpaid principal balance. Loan origination fees and direct costs are deferred and amortized as an adjustment to loan yield (interest income) over the term of the related loans. Unamortized net fees or costs are recognized in interest income upon early repayment of the loans.

The accrual of interest is discontinued (“nonaccrual status”) when management determines doubt exists as to the collectability of the asset due to the borrower’s failure to meet repayment terms, the borrower’s deteriorating or deteriorated financial condition, or the depreciation of underlying collateral. When a loan is placed on nonaccrual status, previously accrued and uncollected interest is charged against interest income on loans. Interest payments received on nonaccrual loans are applied to reduce the principal balance.

The allowance for loan losses is established through a provision for credit losses charged to earnings. Loans, or portions of loans, are charged off against the allowance in the period that such loans, or portions thereof, are deemed uncollectible. Subsequent recoveries, if any, are credited to the allowance.

Allowance for Credit Losses

On January 1, 2023, the Company adopted the guidance in ASU No. 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments. The main provisions of the ASU have been codified by the FASB in ASC 326. The new standard changed the impairment model for most financial assets that are measured at amortized cost, including off-balance sheet credit exposures, from an incurred loss model to a model that estimates current expected credit losses (“CECL”) over the full life of the financial asset. Determining the appropriateness of the allowance requires judgment by management about the effect of matters that are inherently uncertain. Changes in factors and forecasts used in evaluating the overall loan portfolio may result in significant changes in the allowance for credit losses and related provision expense in future periods. The allowance level is influenced by loan volumes, loan asset quality ratings, delinquency status, historical credit loss experience, loan performance characteristics, forecasted information and other conditions influencing loss expectations. Changes to the assumptions in the model in future periods could have a material impact on the Company’s consolidated financial statements.

Under ASC 326, the Company groups loans and unfunded lending commitments with similar risk characteristics into pools or segments and collectively evaluates each pool to estimate the allowance for credit losses. For each loan pool, the Company uses the remaining life method to calculate its credit loss estimate under CECL. The remaining life method applies an estimated average loss rate to the expected future outstanding balances of the relevant pool of loans. The estimated average loss rate is based on historical charge-off rates and the future balances or the remaining life of each pool is based on recent trends in the rate at which existing loans have paid-off or paid-down. We attempt to forecast the average loss rate for each pool over the first two years of the estimated remaining life, then revert to the long-term average after the forecast period. For each pool of loans, management also evaluates and applies qualitative adjustments to the calculated allowance for credit losses based on several factors, including, but not limited to, changes in current and expected future economic conditions, changes in industry experience and loan concentrations, changes in credit quality, changes in lending policies and personnel and changes in the competitive and regulatory environment of the banking industry.

The ultimate loss rates computed for each loan pool (a product of our quantitative calculation and qualitative adjustments) are used to estimate the allowance for credit losses on unfunded lending commitments. The pooled loan loss rates are applied to the portion of the unfunded lending commitments that management expects to fund in the future. These unfunded commitments are segmented into pools consistent with our grouping of outstanding loans and include available portions of lines of credit, undisbursed portions of construction loans and commitments to originate new loans.

The Company has identified the following portfolio segments based on the risk characteristics described below.

One- to four-family residential – This category primarily consists of loans secured by residential real estate located in our market. The performance of these loans may be adversely affected by, among other factors, unemployment rates, local residential real estate market conditions and the interest rate environment. Generally, these loans are for longer terms than commercial and construction loans.

Commercial real estate – This category generally consists of loans secured by retail and industrial use buildings, hotels, strip shopping centers and other properties used for commercial purposes. The performance of these loans may be adversely affected by, among other factors, conditions specific to the relevant industry, the real estate market for the property type and geographic region where the property or borrower is located.

Construction and land – This category consists of loans to finance the ground-up construction and/or improvement of residential and commercial properties and loans secured by land. The performance of these loans is generally dependent upon the successful completion of improvements and/or land development for the end user, the sale of the property to a third party, or a secondary source of cash flow from the owners. The successful completion of planned improvements and development may be adversely affected by changes in the estimated property value upon completion of construction, projected costs and other conditions leading to project delays.

Multi-family residential – This category consists of loans secured by apartment or residential buildings with five or more units used to accommodate households on a temporary or permanent basis. The performance of multi-family loans is generally dependent on the receipt of rental income from the tenants who occupy the subject property. The occupancy rate of the subject property and the ability of the tenants to pay rent may be adversely affected by the location of the subject property and local economic conditions.

Commercial and industrial – This category primarily consists of secured and unsecured loans to small and mid-sized businesses to fund operations or purchase non-real estate assets. Secured loans are primarily secured by accounts receivable, inventory, equipment and certain other business assets. The performance of these loans may be adversely affected by, among other factors, conditions specific to the relevant industry, fluctuations in the value of the collateral and individual performance factors related to the borrower.

Consumer – This category consists of loans to individuals for household, family and other personal use. The performance of these loans may be adversely affected by national and local economic conditions, unemployment rates and other factors affecting the borrower’s income available to service the debt.

Loans are individually evaluated for credit losses when they do not share similar risk characteristics with our identified loan pools under ASC 326. Generally, management considers loans rated as substandard for individual analysis or when we have identified certain unique characteristics that impact the risk of credit loss. These characteristics include, but are not limited to, the creditworthiness of the borrower, the reliability of the primary source of repayment, the quality of the collateral, the size of the loan or relationship, and the industry of the borrower. The allowance for credit losses on individually evaluated, collateral-dependent loans is based on a comparison of the recorded investment in the loan with the fair value of the underlying collateral. Alternatively, we estimate credit losses on individual loans by comparing the loan’s recorded investment to the loan’s estimated fair value based on discounted cash flows or an observable market price.

The sum of the allowance for losses on loans, other financial assets held at amortized cost, and unfunded lending commitments is referred to as the allowance for credit losses.

Foreclosed Assets

Foreclosed assets include real property and other assets that have been acquired as a result of foreclosure. At the time of foreclosure, foreclosed assets are recorded at fair value, less cost to sell, which becomes the property’s new basis. Any write-downs based on the asset’s fair value at date of acquisition are charged to the allowance for credit losses on loans. After foreclosure, valuations are periodically performed and losses are recognized through a charge to earnings when the carrying amount of the foreclosed asset exceeds the estimate of its fair value, less costs to sell. Costs incurred in maintaining foreclosed assets and subsequent adjustments to the carrying amount of the assets are included in foreclosed assets expense. At December 31, 2024, loans secured by residential real estate for which formal foreclosure proceedings were in process totaled$37,000.

Premises and Equipment

Land is carried at cost. Buildings, furniture, fixtures and equipment are carried at cost, less accumulated depreciation. Buildings, furniture, fixtures and equipment are depreciated using the declining balance and straight-line methods over the estimated useful lives of the assets, which range from 3 to 39 years for buildings and improvements and 3 to 10 years for equipment, fixtures and automobiles.

Stock in Correspondent Banks

As a member of the Federal Home Loan Bank (“FHLB”) and as a client of First National Bankers Bank (“FNBB”), the Bank purchased and holds shares of capital stock in the FHLB and FNBB. The stock does not have a readily determinable fair value and is carried at cost, which approximates fair value. The Company’s investments in equity securities without readily determinable fair value are assessed for impairment and any impairment losses are included in net income. For the years ended December 31, 2024 and 2023, no impairment losses were recognized on stock in correspondent banks.

Bank-owned Life Insurance

The Company purchased single-premium life insurance on certain employees of the Bank. The investments in bank-owned life insurance are reported at their cash surrender and changes in the cash surrender value are classified as non-interest income. The insurance policies can be surrendered without penalties or charges imposed by the insurance carriers. Upon any surrender, a gain would be recognized as ordinary income.

Government Grants

The Bank applies for and receives grant proceeds from the U.S. Department of the Treasury’s Community Development Financial Institutions (“CDFI”) Fund. The CDFI Fund helps promote access to capital and local economic growth in urban and rural low-income communities across the nation through monetary awards and the allocation of tax credits. Current GAAP has no specific authoritative guidance on the accounting for government assistance received by business entities. However, ASC 105 describes the decision-making framework for determining the guidance to apply when guidance is not specified by GAAP. ASC 105 points to IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, and ASC 958-605, Not-for-Profit Entities – Revenue Recognition. The Company recognizes government grants as income is when it is reasonably probable that conditions of the grant will be met and the grant will be received.

During the years ended December 31, 2024 and 2023, the Bank received and recognized$280,000 and$437,000, respectively, of income due to grants from the CDFI Fund’s Bank Enterprise Award Program. The Bank met the conditions of the grant by providing loans and financial services directly to residents and businesses located in distressed communities. Income from the federal community development grants are reported in non-interest income.

Income Taxes

Deferred income tax assets and liabilities are determined using the liability (or balance sheet) method. Deferred income tax assets and liabilities are determined based on the tax effects of the temporary differences between the book and tax bases of the various assets and liabilities and gives current recognition to changes in tax rates and laws. At December 31, 2024 and 2023, the Company’s net deferred tax asset totaled $1.5 million and is included in other assets on the statement of financial condition. The most significant portions of the net deferred tax asset are the deferred tax benefits related to the Company’s net operating loss for 2024 and unrealized losses on available-for-sale securities.

According to Subtopic 740-10 of the Accounting Standards Codification (“ASC 740-10”), the measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. At December 31, 2024 and 2023, the Company has not recorded a valuation allowance for its deferred tax assets. Realizing our deferred tax assets principally depends upon our achieving projected future taxable income. We may change our judgments regarding future profitability due to future market conditions and other factors. We may adjust our deferred tax asset balances if our judgments change, which may impact total income tax expense in future periods.

ASC 740 requires that a tax position be recognized or derecognized based on a “more likely than not” threshold. This applies to positions taken or expected to be taken in a tax return where there is uncertainty about whether a tax position will ultimately be sustained upon examination. The Company has evaluated its tax position and determined that it does not have any uncertain tax positions that meet criteria under ASC 740. The Company’s management believes it is no longer subject to income tax examinations for fiscal years prior to December 31, 2021.

Off-balance Sheet Financial Instruments

In the ordinary course of business, the Company has entered into off-balance-sheet financial instruments consisting of commitments to extend credit and letters of credit. Such financial instruments are recorded in the financial statements when they are funded.

Fair Values of Financial Instruments

The Company follows the guidance of ASC 825, Financial Instruments, and ASC 820, Fair Value Measurements. This guidance permits entities to measure many financial instruments and certain other items at fair value. No assets have been elected to be reported at fair value. The objective is to improve financial reporting by providing the Company with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This guidance clarifies that fair

value is an exit price, representing the amount that would be received to sell an asset or to transfer a liability in an orderly transaction between market participants. Under this guidance, fair value measurements are not adjusted for transaction costs. This guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quotes priced in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Accounting Standards Codification 825-10, Recognition and Measurement of Financial Assets and Financial Liabilities, requires that the Company disclose estimated fair values for its financial instruments, whether or not recognized in the statement of financial condition. 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. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Certain financial instruments and all nonfinancial instruments are excluded from the disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments of which it is practicable to estimate that value:

Cash and cash equivalents

The carrying amounts reported in the statements of financial condition for cash and cash equivalents approximate those assets’ fair values and are classified within Level 1 of the fair value hierarchy.

Investment securities

The fair market values of investment securities are obtained from a third-party service provider, whose prices are based on a combination of observed market prices for identical or similar instruments and various matrix pricing programs. The fair market values of investment securities are classified within Level 2 of the fair value hierarchy.

Loans receivable, net

The fair value of loans are generally determined by discounting scheduled cash flows using discount rates determined with reference to current market rates at which similar loans would be made. Loans receivable are classified within Level 3 of the fair value hierarchy.

Loans individually evaluated for credit losses

The fair value of loans individually evaluated for credit losses is measured by the fair value of the collateral if the loan is collateral dependent. Fair value of the collateral is determined by appraisals or by independent valuation. Loans individually evaluated for credit losses are classified within Level 3 of the fair value hierarchy.

Bank-owned life insurance

The cash surrender value of bank-owned life insurance approximates its fair value and is classified within Level 2 of the fair value hierarchy.

Non-maturity deposit liabilities

Under ASC 825-10, the fair value of deposits with no stated maturity, such as non-interest-bearing and interest-bearing demand deposits, NOW, money market, and savings accounts, is equal to the amount payable on demand at the reporting date. These non-maturity deposit liabilities are classified within Level 2 of the fair value hierarchy.

Certificates of deposit

Fair values are estimated by discounting scheduled cash flows using the rates currently offered for deposits of similar remaining maturities. Certificates of deposit are classified within Level 2 of the fair value hierarchy.

Borrowings

The fair value is estimated by discounting the future contractual cash flows using current market rates at which debt with similar terms could be obtained. Borrowings are classified within Level 2 of the fair value hierarchy.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments.

Stock-Based Compensation

In March 2022, the Board of Directors adopted the 2022 Stock Option Plan and the 2022 Recognition and Retention Plan and Trust Agreement, which were approved by shareholders at our annual meeting on May 17, 2022. Under the terms of both plans, officers, employees and directors selected by the Compensation Committee of the Board of Directors are eligible to receive benefits. In accordance with ASC 718, Compensation – Stock Compensation, the Company measures stock compensation expense based on the fair market value of the instrument as of the grant date and is recognized over the service period, which is usually the vesting period. The Company has elected to account for forfeitures of stock awards as they occur and reverses compensation expense previously recognized in the period the award is forfeited.

Advertising Costs

The Company expenses all advertising costs as incurred. There wereno direct response advertising costs capitalized as of December 31, 2024 or 2023.

Comprehensive Income

Accounting principles generally require that recognized revenue, expense, gains, and losses be included in net income. Certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the equity section of the statement of financial condition. Such items, along with net income, are components of comprehensive income.

Earnings Per Share

Basic earnings (loss) per share (“EPS”) represents income available or loss attributable to common shareholders divided by the weighted average number of common shares outstanding during the period. No dilution for any potentially convertible shares is included in the calculation of basic EPS. Diluted EPS reflects additional common shares that would have been outstanding if dilutive potential common shares, in the form of stock options or restricted stock shares, had been issued, as well as any adjustment to income that would result from the assumed issuance. Potentially dilutive common shares are excluded from the computation of diluted EPS in periods in which the effect

would be anti-dilutive. Unallocated common shares held by the ESOP are not included in the weighted average number of common shares outstanding for purposes of calculating EPS until they are committed to be released. Unallocated restricted shares are not included in the weighted average number of common shares outstanding for purposes of calculating basic EPS until the awards vest, however these shares are included in the computation of the denominator of diluted EPS using the treasury stock method, if dilutive.

Revision of Prior Period Financial Statements

During the three months ended June 30, 2024, it was discovered that the rate of interest paid on one interest-bearing checking account did not reconcile with the contract with the customer. The checking account was a public fund deposit with a negotiated arrangement managed by a lead financial institution that billed the Bank periodically for interest then owed to the municipality. The Bank is a party to the agreement with the municipality but participated in only a portion of the total funds deposited by the municipality and did not deal directly with the municipality with respect to the funds deposited or the interest paid. These responsibilities are handled indirectly through the lead institution. During June 2024, the Bank became aware of the additional interest owed by it pursuant to the agreement. As a result of the error, $137,000 of total interest expense was not properly accrued or paid by the Bank during the period beginning August 1, 2022 and ending March 31, 2024. In accordance with the guidance set forth in SEC Staff Bulletin 99,Materiality, and SEC Staff Accounting Bulletin 108,Considering Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financials, the Bank concluded that the error was not material to any prior periods, the current period or the trend in earnings from a quantitative and qualitative perspective. However, correcting the cumulative effect of the error in the current period would have resulted in a material misstatement in the current period. Accordingly, management revised the prior period financial statements, related disclosures, and supplemental information presented in this filing to correct the misstatement. We will also revise previously reported financial information for these immaterial errors in our future filings, as applicable. The Company’s previously issued financial statements and related disclosures were not amended and can still be relied upon.

The following table highlights the primary changes to prior period financial statements presented in this Form 10-K caused by the correction of the misstated interest expense:

​​​​​​​​​​
(Dollars in thousands, except per share data) · ​ · As Reported · ​ · Adjustment · ​ · As Revised
Revised Consolidated Statements of Condition as of December 31, 2023​​​​​​​​​
Other liabilities​$1,277​$96​$1,373
Retained earnings​​53,045​​(96)​​52,949
Total shareholders' equity​​84,655​​(96)​​84,559
​​​​​​​​​​
Revised Consolidated Statements of Income for the Year Ended December 31, 2023​​​​​​​​​
Interest expense - Deposits​$1,541​$96​$1,637
Total interest expense​​1,860​​96​​1,956
Net interest income​​7,801​​(96)​​7,705
Income tax expense (benefit)​​81​​(20)​​61
Net income (loss)​​602​​(76)​​526
Earnings (loss) per share - basic​​0.14​​(0.02)​​0.12
​​​​​​​​​​
Revised Consolidated Statements of Changes in Shareholders' Equity​​​​​​​​​
Retained earnings, as of December 31, 2022​$52,778​$(20)​$52,758
​​​​​​​​​​
Revised Consolidated Statements of Cash Flows for the Year Ended December 31, 2023​​​​​​​​​
Increase (decrease) in other liabilities​$460​$76​$536

Management performed a review of all similar contracts with deposit customers and verified that the error was isolated to this unique deposit account. Management and the Audit Committee also assessed the error’s impact on internal controls over financial reporting and did not identify any material weaknesses.

Recent Accounting Pronouncements

Accounting Standards Adopted in 2024

None to report.

Accounting Standards Updates Issued, but Not Adopted

ASU No. 2023-09**.**In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU add specific requirements for income tax disclosures to improve transparency and decision usefulness. The guidance in ASU 2023-09 requires that public business entities disclose specific categories in the income tax rate reconciliation and provide additional qualitative information for reconciling items that meet a quantitative threshold. In addition, the amendments in ASU 2023-09 require that all entities disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and disaggregated by individual jurisdictions. The ASU also includes other disclosure amendments related to the disaggregation of income tax expense between federal, state and foreign taxes. The Company expects to adopt the amendments in ASU 2023-09 for periods beginning after December 31, 2024. As the update contains only amendments to disclosure requirements, adoption will have no impact to the Company’s consolidated results of operations or financial condition.

ASU No. 2024-03**.**In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this ASU require disclosure, in the notes to the financial statements, of specified qualitative and quantitative information about certain costs and expenses, such as employee compensation, depreciation, and intangible asset amortization. Disclosure requirements also include a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, among other items. The Company expects to adopt the amendments in ASU 2024-03 for periods beginning after December 31, 2026. As the update contains only amendments to disclosure requirements, adoption will have no impact to the Company’s consolidated results of operations or financial condition.

NOTE 2. EARNINGS (LOSS) PER SHARE

Earnings (loss) per common share was computed based on the following:

​​​​​​​
​ · ​ · Year Ended December 31,
(In thousands, except per share data) · ​ · 2024 · 2023
Numerator · ​ · ​
Net income (loss) available to common shareholders​$(3,089)​$526
​​​​​​​
Denominator​​
Weighted average common shares outstanding​4,486​4,972
Weighted average unallocated common stock held by benefit plans​​(547)​​(589)
Weighted average shares - basic​​3,939​​4,383
Effect of dilutive stock-based awards(1):​​​​​​
Stock options​​-​​-
Restricted stock​​-​​4
Weighted average shares - assuming dilution​​3,939​​4,387
​​​​​​​
Basic earnings (loss) per common share​$(0.78)​$0.12
Diluted earnings (loss) per common share​​(0.78)​​0.12
(1)The computation of diluted earnings (loss) per common share for the year ended December 31, 2024 does not include the impact of dilutive stock-based awards because to do so would be antidilutive for a period with a net loss.

Diluted earnings per share was computed using the treasury stock method. The weighted average of potentially dilutive common shares attributable to outstanding stock options that were anti-dilutive totaled 295,123 and 288,093 for the years ended December 31, 2024 and 2023, respectively, and were excluded from the calculation of diluted earnings per share. The weighted average of potentially dilutive common shares attributable to restricted stock that were anti-dilutive totaled 16,354 and 52,829 for the years ended December 31, 2024 and 2023, respectively, and were excluded from the calculation of diluted earnings per share.

NOTE 3. INVESTMENT SECURITIES

Investment securities have been classified according to management’s intent. The amortized cost of securities and their approximate fair values are as follows:

​​​​​​​​​​​​​
​December 31, 2024
(Dollars in thousands) · ​ · Amortized Cost · Gross Unrealized Gains · Gross Unrealized Losses · Fair Value
Securities available-for-sale · ​ · ​ · ​ · ​ · ​
Mortgage-backed securities​$31,511​$18​$(4,327)​$27,202
Municipal obligations​1,704​4​(198)​1,510
Total available-for-sale​$33,215​$22​$(4,525)​$28,712
Securities held-to-maturity​​​​
U.S. Government and agency obligations​$13,000​$-​$(2,140)​$10,860
Municipal obligations​447​-​(23)​424
Total held-to-maturity​$13,447​$-​$(2,163)​$11,284
​​​​​​​​​​​​​
​December 31, 2023
(Dollars in thousands) · ​ · Amortized Cost · Gross Unrealized Gains · Gross Unrealized Losses · Fair Value
Securities available-for-sale · ​ · ​ · ​ · ​ · ​
Mortgage-backed securities​$65,704​$14​$(8,206)​$57,512
U.S. Government and agency obligations​7,999​-​(611)​7,388
Municipal obligations​5,998​7​(365)​5,640
Total available-for-sale​$79,701​$21​$(9,182)​$70,540
Securities held-to-maturity​​​​
U.S. Government and agency obligations​$13,003​$-​$(2,210)​$10,793
Municipal obligations​458​-​(24)​434
Total held-to-maturity​$13,461​$-​$(2,234)​$11,227

There wereno securities transferred between classifications during the years ended December 31, 2024 and 2023. During the year ended December 31, 2024, the Company sold 50 available-for-sale investment securities for a total loss of $5.5 million. Proceeds from the sales totaled $42.6 million, inclusive of accrued interest.

Accrued interest receivable on the Company’s investment securities totaled $142,000 and $241,000 at December 31, 2024 and 2023, respectively.

Investment securities with a carrying amount of $15.1 million and $44.6 million were pledged to secure public deposits as required or permitted by law at December 31, 2024 and 2023, respectively. During 2024, the Company used a portion of a custodial letter of credit granted by the Federal Home Loan Bank of Dallas to collateralize public fund deposits as we executed the investment securities sales. At December 31, 2024, $25.0 million of the custodial letter of credit was pledged as collateral for pubic deposits.

At December 31, 2023, investment securities with a carrying value of $11.1 million were pledged to the Federal Reserve Bank of Atlanta as collateral for borrowings. During 2024, the Bank’s $10.0 million Bank Term Funding Program (“BTFP”) advance was paid off, which released the pledges on investment securities.

At December 31, 2024 and 2023, other than securities issued by U.S. Government agencies or U.S. Government sponsored enterprises, we hadno investments in a single issuer which had an aggregate book value in excess of 10% of the Company’s shareholders’ equity.

The following is a summary of maturities of securities available-for-sale and held-to-maturity at December 31, 2024 and December 31, 2023:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · December 31, 2024
​ · ​ · Available-for-Sale · ​ · Held-to-Maturity
(Dollars in thousands) · ​ · Amortized Cost · Fair Value · Amortized Cost · Fair Value
Amounts maturing in: · ​ · ​ · ​ · ​
One year or less · ​ · $ · - · ​ · $ · - · ​ · $ · - · ​ · $ · -
After one through five years​5,979​5,942​2,447​2,247
After five through ten years​445​443​8,000​6,666
After ten years​26,791​22,327​3,000​2,371
Total​$33,215​$28,712​$13,447​$11,284
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · December 31, 2023
​ · ​ · Available-for-Sale · ​ · Held-to-Maturity
(Dollars in thousands) · Amortized Cost · Fair Value · Amortized Cost · Fair Value
Amounts maturing in: · ​ · ​ · ​ · ​
One year or less​$1,700​$1,643​$-​$-
After one through five years​10,676​10,226​2,334​2,095
After five through ten years​14,909​13,673​7,124​5,899
After ten years​52,416​44,998​4,003​3,233
Total​$79,701​$70,540​$13,461​$11,227

Securities are classified according to their contractual maturities without consideration of principal amortization, potential prepayments, or call options. The expected maturities may differ from contractual maturities because of the exercise of call options and potential paydowns. Accordingly, actual maturities may differ from contractual maturities.

Information pertaining to securities with gross unrealized losses at December 31, 2024 and December 31, 2023 aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:

​​​​​​​​​​​​​​​​​​​
​ · ​ · December 31, 2024
​ · ​ · Less than 12 Months · ​ · 12 Months or Greater · ​ · Total
(Dollars in thousands) · Fair Value · Gross Unrealized Losses · Fair Value · Gross Unrealized Losses · Fair Value · Gross Unrealized Losses
Securities available-for-sale · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Mortgage-backed securities​$3,274​$(90)​$18,135​$(4,237)​$21,409​$(4,327)
Municipal obligations​-​-​878​(198)​878​(198)
Total available-for-sale​$3,274​$(90)​$19,013​$(4,435)​$22,287​$(4,525)
Securities held-to-maturity​​​​​​
U.S. Government and agency obligations​$-​$-​$10,860​$(2,140)​$10,860​$(2,140)
Municipal obligations​-​-​424​(23)​424​(23)
Total held-to-maturity​$-​$-​$11,284​$(2,163)​$11,284​$(2,163)
Total​$3,274​$(90)​$30,297​$(6,598)​$33,571​$(6,688)
​​​​​​​​​​​​​​​​​​​
​December 31, 2023
​ · ​ · Less than 12 Months · ​ · 12 Months or Greater · ​ · Total
(Dollars in thousands) · Fair Value · ​ · Gross Unrealized Losses · ​ · Fair Value · ​ · Gross Unrealized Losses · ​ · Fair Value · ​ · Gross Unrealized Losses
Securities available-for-sale · ​ · ​ · ​ · ​ · ​ · ​
Mortgage-backed securities​$554​$(1)​$55,959​$(8,205)​$56,513​$(8,206)
U.S. Government and agency obligations​-​-​7,388​(611)​7,388​(611)
Municipal obligations​-​-​3,992​(365)​3,992​(365)
Total available-for-sale​$554​$(1)​$67,339​$(9,181)​$67,893​$(9,182)
Securities held-to-maturity​​​​​​
U.S. Government and agency obligations​$-​$-​$10,793​$(2,210)​$10,793​$(2,210)
Municipal obligations​-​-​434​(24)​434​(24)
Total held-to-maturity​$-​$-​$11,227​$(2,234)​$11,227​$(2,234)
Total​$554​$(1)​$78,566​$(11,415)​$79,120​$(11,416)

At December 31, 2024 and 2023, the Company held 41 and 92 securities, respectively, with an unrealized loss. The securities with unrealized losses consisted of government-sponsored mortgage-backed securities and debt obligations guaranteed by federal, state and local government entities. These unrealized losses relate principally to noncredit related factors, including changes in current interest rates for similar types of securities. Based on management’s evaluation of the securities portfolio, the Company did not establish an allowance for credit losses for its available-for-sale or held-to-maturity securities at December 31, 2024 or 2023.

NOTE 4. LOANS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES

Loans receivable at December 31, 2024 and 2023 are summarized as follows:

​​​​​​​
​ · ​ · December 31,
(Dollars in thousands) · ​ · 2024 · ​ · 2023
Real estate loans · ​ · ​
One- to four-family residential​$81,097​$83,623
Commercial real estate​22,108​21,478
Construction and land​32,941​13,857
Multi-family residential​2,570​3,373
Total real estate loans​​138,716​​122,331
Other loans​​​​​​
Commercial and industrial​​26,439​​19,984
Consumer​1,921​2,605
Total other loans​​28,360​​22,589
Total loans​​167,076​​144,920
Less: Allowance for loan losses​​(2,522)​​(2,124)
Net loans​$164,554​$142,796

At December 31, 2024 and 2023, real estate loans totaling $80.6 million and $81.2 million, respectively, were pledged as collateral to the FHLB of Dallas for borrowings under a blanket lien agreement.

Accrued interest receivable on the Company’s loans totaled $704,000 and $659,000 at December 31, 2024 and 2023, respectively. Accrued interest receivable is excluded from the Company’s estimate of the allowance for credit losses.

The following tables outline the changes in the allowance for credit losses by collateral type for the years ended December 31, 2024 and 2023.

​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · For the Year Ended December 31, 2024
(Dollars in thousands) · ​ · Beginning Balance · ​ · Provision (Reversal) · Charge-offs · Recoveries · Ending Balance
Allowance for credit losses · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
One- to four-family residential​​​​$1,240​$16​$(182)​$90​$1,164
Commercial real estate​​​​213​(7)​(28)​14​192
Construction and land​​​​283​245​-​-​528
Multi-family residential​​​​50​(15)​-​-​35
Commercial and industrial​​​​302​198​(133)​5​372
Consumer​​​​36​25​(49)​14​26
Unallocated​​​​​-​​205​​-​​-​​205
Total for loans​​​​$2,124​$667​$(392)​$123​$2,522
Unfunded lending commitments(1)​​​​​257​​(136)​​-​​-​​121
Total​​​​$2,381​$531​$(392)​$123​$2,643
(1)The allowance for credit losses on unfunded lending commitments is recorded within “other liabilities” on the statement of financial condition. The related provision for credit losses for unfunded lending commitments is recorded with the provision for loan losses and reported in aggregate as the provision for credit losses on the income statement.
​​​​​​​​​​​​​​​​​​​
​For the Year Ended December 31, 2023
(Dollars in thousands) · Beginning Balance · ​ · ASC 326 Adoption Impact · ​ · Provision (Reversal) · Charge-offs · Recoveries · Ending Balance
Allowance for credit losses · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
One- to four-family residential​$1,224​$158​$(184)​$(67)​$109​$1,240
Commercial real estate​248​(53)​18​-​-​213
Construction and land​74​40​169​-​-​283
Multi-family residential​40​5​5​-​-​50
Commercial and industrial​175​51​75​-​1​302
Consumer​46​8​4​(35)​13​36
Total for loans​$1,807​$209​$87​$(102)​$123​$2,124
Unfunded lending commitments​​-​​216​​41​​-​​-​​257
Total​$1,807​$425​$128​$(102)​$123​$2,381

The following tables outline the allowance for loan losses and the balance of loans by method of loss evaluation at December 31, 2024 and 2023.

​​​​​​​​​​​​​​​​​​​
​ · December 31, 2024 · December 31, 2023
(Dollars in thousands) · ​ · Individually Evaluated · ​ · Collectively Evaluated · ​ · Total · ​ · Individually Evaluated · ​ · Collectively Evaluated · ​ · Total
Allowance for loan losses · ​ · ​ · ​ · ​ · ​ · ​ · ​
One- to four-family residential​$104​$1,060​$1,164​$127​$1,113​$1,240
Commercial real estate​​-​192​192​-​213​213
Construction and land​​35​493​528​46​237​283
Multi-family residential​​-​35​35​-​50​50
Commercial and industrial​​-​372​372​-​302​302
Consumer​​-​26​26​-​36​36
Unallocated​​-​​205​​205​​-​​-​​-
Total​$139​$2,383​$2,522​$173​$1,951​$2,124
Loans​​​​​​​​
One- to four-family residential​$589​$80,508​$81,097​$989​$82,634​$83,623
Commercial real estate​-​22,108​22,108​50​​21,428​21,478
Construction and land​120​32,821​32,941​132​13,725​13,857
Multi-family residential​-​2,570​2,570​-​3,373​3,373
Commercial and industrial​-​26,439​26,439​-​19,984​19,984
Consumer​-​​1,921​1,921​-​2,605​2,605
Total​$709​$166,367​$167,076​$1,171​$143,749​$144,920

At December 31, 2024 and 2023, all one- to four-family residential and construction and land loans individually evaluated for credit losses were considered collateral-dependent financial assets under ASC 326. Loans are considered collateral-dependent and individually evaluated when, based on management’s assessment as of the reporting date, the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. Collateral-dependent loans primarily consist of loans secured by one- to four-family residential properties and land located in our market.

A summary of current, past due and nonaccrual loans as of December 31, 2024 and 2023 follows:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​As of December 31, 2024
(Dollars in thousands) · ​ · Past Due 30-89 Days and Accruing · Past Due Over 90 Days and Accruing · Past Due Over 30 Days and Non-accruing · Total Past Due · Current and Accruing · Current and Non-accruing · Total Loans
One- to four-family residential​$2,926​$64​$767​$3,757​$76,577​$763​$81,097
Commercial real estate​-​-​-​-​22,108​-​22,108
Construction and land​81​-​13​94​32,823​24​32,941
Multi-family residential​-​-​-​-​2,570​-​2,570
Commercial and industrial​1​-​-​1​26,438​-​26,439
Consumer​8​-​-​8​1,913​-​1,921
Total​$3,016​$64​$780​$3,860​$162,429​$787​$167,076
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · As of December 31, 2023
(Dollars in thousands) · Past Due 30-89 Days and Accruing · Past Due Over 90 Days and Accruing · Past Due Over 30 Days and Non-accruing · Total Past Due · Current and Accruing · Current and Non-accruing · Total Loans
One- to four-family residential​$2,391​$24​$1,103​$3,518​$79,333​$772​$83,623
Commercial real estate​126​-​50​176​21,302​-​21,478
Construction and land​-​-​-​-​13,815​42​13,857
Multi-family residential​-​-​-​-​3,373​-​3,373
Commercial and industrial​46​-​-​46​19,938​-​19,984
Consumer​12​-​-​12​2,593​-​2,605
Total​$2,575​$24​$1,153​$3,752​$140,354​$814​$144,920

A summary of total non-accrual loans as of December 31, 2024 and 2023 follows:

​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​
​ · ​ · December 31, 2024 · ​ · December 31, 2023
(Dollars in thousands) · ​ · With Allowance for Credit Loss · ​ · Without Allowance for Credit Loss · ​ · Total · ​ · With Allowance for Credit Loss · ​ · Without Allowance for Credit Loss · ​ · Total
Non-accrual loans​​​​​​​​​​​​​​​​​​
One- to four-family residential​$1,518​$12​$1,530​$1,564​$311​$1,875
Commercial real estate​​-​​-​​-​​-​​50​​50
Construction and land​​37​​-​​37​​42​​-​​42
Multi-family residential​​-​​-​​-​​-​​-​​-
Commercial and industrial​​-​​-​​-​​-​​-​​-
Consumer​​-​​-​​-​​-​​-​​-
Total​$1,555​$12​$1,567​$1,606​$361​$1,967

The Company was not committed to lend any additional funds on non-accrual loans at December 31, 2024 or 2023. The Company doesnot recognize interest income while loans are on non-accrual status. All payments received while on non-accrual status are applied against the principal balance of non-accrual loans.

At December 31, 2024, loans secured by residential real estate for which formal foreclosure proceedings were in process totaled$37,000. At December 31, 2023, loans secured by residential and commercial real estate for which formal foreclosure proceedings were in process totaled $345,000 and $50,000, respectively.

Occasionally loans are modified to assist borrowers experiencing financial difficulty. We consider modifications such as term extensions, principal forgiveness, payment delays or alternate payment schedules, and alternate interest rate terms. At December 31, 2024 and 2023, loans with modifications for borrowers experiencing financial difficulty totaled $583,000 and $683,000, respectively.

During the year ended December 31, 2024, the Company granted one loan modification to a borrower experiencing financial difficulty that resulted in a more than minor change in the timing or amount of contractual cash flows. The maturity date was extended bythree years for a residential mortgage loan with a balance of $20,000. During the year ended December 31, 2023, the Company did not grant any loan modifications to borrowers experiencing financial difficulty that resulted in a more than minor change in the timing or amount of contractual cash flows. The Company wasnot committed to lend any additional funds to borrowers with modified terms and experiencing financial difficulty at December 31, 2024 or 2023.

Loans are categorized by credit quality indicators based on relevant information about the ability of borrowers to service their debt, such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. Credit quality classifications follow regulatory guidelines and can generally be described as follows:

Pass – Loans in this category have strong asset quality and liquidity along with a multi-year track record of profitability.

Special Mention – Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard – Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful – Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loss – Loans classified as loss have been identified as uncollectible and are generally charged-off in the period identified.

The information for each of the credit quality indicators is updated at least quarterly in conjunction with the determination of the adequacy of the allowance for credit losses.

The following table presents the Company’s loan portfolio by credit quality classification and origination year as of December 31, 2024. The Company uses the latter of origination or renewal date to classify term loans into vintages.

​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Line-of-credit · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Arrangements · ​ · ​ · ​
​ · ​ · Term Loans by Origination Year · ​ · Line-of-credit · ​ · Converted to · ​ · ​ · ​
(Dollars in thousands) · ​ · 2024 · ​ · 2023 · ​ · 2022 · ​ · 2021 · ​ · 2020 · ​ · Prior · ​ · Arrangements · ​ · Term Loans · ​ · Total
One- to four-family residential​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$2,255​$2,702​$12,205​$3,054​$2,731​$50,193​$2,488​$2,996​$78,624
Special Mention​​-​​-​​-​​56​​-​​-​​-​​-​​56
Substandard​​22​​21​​-​​-​​24​​2,350​​-​​-​​2,417
Doubtful​​-​​-​​-​​-​​-​​-​​-​​-​​-
Total​$2,277​$2,723​$12,205​$3,110​$2,755​$52,543​$2,488​$2,996​$81,097
Commercial real estate​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$3,176​$4,691​$1,729​$1,070​$3,236​$5,673​$524​$1,360​$21,459
Special Mention​​-​​-​​102​​320​​-​​-​​-​​-​​422
Substandard​​227​​-​​-​​-​​-​​-​​-​​-​​227
Doubtful​​-​​-​​-​​-​​-​​-​​-​​-​​-
Total​$3,403​$4,691​$1,831​$1,390​$3,236​$5,673​$524​$1,360​$22,108
Construction and land​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$1,731​$48​$102​$51​$53​$347​$30,451​$-​$32,783
Special Mention​​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​​-​​-​​-​​121​​13​​24​​-​​-​​158
Doubtful​​-​​-​​-​​-​​-​​-​​-​​-​​-
Total​$1,731​$48​$102​$172​$66​$371​$30,451​$-​$32,941
Multi-family residential​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$-​$-​$-​$470​$-​$2,100​$-​$-​$2,570
Special Mention​​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​​-​​-​​-​​-​​-​​-​​-​​-​​-
Doubtful​​-​​-​​-​​-​​-​​-​​-​​-​​-
Total​$-​$-​$-​$470​$-​$2,100​$-​$-​$2,570
Commercial and industrial​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$11,095​$3,640​$1,142​$429​$243​$281​$7,944​$1,665​$26,439
Special Mention​​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​​-​​-​​-​​-​​-​​-​​-​​-​​-
Doubtful​​-​​-​​-​​-​​-​​-​​-​​-​​-
Total​$11,095​$3,640​$1,142​$429​$243​$281​$7,944​$1,665​$26,439
Consumer​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$519​$551​$239​$304​$74​$234​$-​$-​$1,921
Special Mention​​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​​-​​-​​-​​-​​-​​-​​-​​-​​-
Doubtful​​-​​-​​-​​-​​-​​-​​-​​-​​-
Total​$519​$551​$239​$304​$74​$234​$-​$-​$1,921
Total​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$18,776​$11,632​$15,417​$5,378​$6,337​$58,828​$41,407​$6,021​$163,796
Special Mention​​-​​-​​102​​376​​-​​-​​-​​-​​478
Substandard​​249​​21​​-​​121​​37​​2,374​​-​​-​​2,802
Doubtful​​-​​-​​-​​-​​-​​-​​-​​-​​-
Total​$19,025​$11,653​$15,519​$5,875​$6,374​$61,202​$41,407​$6,021​$167,076

The following table presents the Company’s loan portfolio by credit quality classification and origination year as of December 31, 2023. The Company uses the latter of origination or renewal date to classify term loans into vintages.

​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Line-of-credit · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Arrangements · ​ · ​ · ​
​ · ​ · Term Loans by Origination Year · ​ · Line-of-credit · ​ · Converted to · ​ · ​ · ​
(Dollars in thousands) · ​ · 2023 · ​ · 2022 · ​ · 2021 · ​ · 2020 · ​ · 2019 · ​ · Prior · ​ · Arrangements · ​ · Term Loans · ​ · Total
One- to four-family residential​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$2,733​$10,979​$3,271​$2,949​$3,048​$53,462​$1,449​$2,904​$80,795
Special Mention​​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​​24​​-​​11​​122​​131​​2,540​​-​​-​​2,828
Doubtful​​-​​-​​-​​-​​-​​-​​-​​-​​-
Total​$2,757​$10,979​$3,282​$3,071​$3,179​$56,002​$1,449​$2,904​$83,623
Commercial real estate​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$4,476​$1,974​$2,008​$4,308​$3,423​$4,168​$90​$527​$20,974
Special Mention​​-​​108​​104​​-​​-​​-​​-​​-​​212
Substandard​​242​​-​​-​​-​​-​​50​​-​​-​​292
Doubtful​​-​​-​​-​​-​​-​​-​​-​​-​​-
Total​$4,718​$2,082​$2,112​$4,308​$3,423​$4,218​$90​$527​$21,478
Construction and land​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$56​$182​$56​$67​$24​$426​$12,872​$-​$13,683
Special Mention​​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​​-​​132​​-​​13​​-​​29​​-​​-​​174
Doubtful​​-​​-​​-​​-​​-​​-​​-​​-​​-
Total​$56​$314​$56​$80​$24​$455​$12,872​$-​$13,857
Multi-family residential​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$380​$-​$470​$-​$271​$2,252​$-​$-​$3,373
Special Mention​​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​​-​​-​​-​​-​​-​​-​​-​​-​​-
Doubtful​​-​​-​​-​​-​​-​​-​​-​​-​​-
Total​$380​$-​$470​$-​$271​$2,252​$-​$-​$3,373
Commercial and industrial​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$5,717​$2,097​$767​$300​$292​$50​$10,761​$-​$19,984
Special Mention​​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​​-​​-​​-​​-​​-​​-​​-​​-​​-
Doubtful​​-​​-​​-​​-​​-​​-​​-​​-​​-
Total​$5,717​$2,097​$767​$300​$292​$50​$10,761​$-​$19,984
Consumer​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$1,004​$451​$527​$270​$171​$182​$-​$-​$2,605
Special Mention​​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​​-​​-​​-​​-​​-​​-​​-​​-​​-
Doubtful​​-​​-​​-​​-​​-​​-​​-​​-​​-
Total​$1,004​$451​$527​$270​$171​$182​$-​$-​$2,605
Total​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$14,366​$15,683​$7,099​$7,894​$7,229​$60,540​$25,172​$3,431​$141,414
Special Mention​​-​​108​​104​​-​​-​​-​​-​​-​​212
Substandard​​266​​132​​11​​135​​131​​2,619​​-​​-​​3,294
Doubtful​​-​​-​​-​​-​​-​​-​​-​​-​​-
Total​$14,632​$15,923​$7,214​$8,029​$7,360​$63,159​$25,172​$3,431​$144,920

The following table presents gross charge-offs and recoveries for the year ended December 31, 2024 by origination year of the related loans. The Company uses the latter of origination or renewal date to classify loans into vintages.

​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · Loan Origination Year · ​ · ​ · ​
(Dollars in thousands) · ​ · 2024 · ​ · 2023 · ​ · 2022 · ​ · 2021 · ​ · 2020 · ​ · Prior · ​ · Total
Charge-offs​​​​​​​​​​​​​​​​​​​​​
One- to four-family residential​$-​$-​$-​$-​$-​$182​$182
Commercial real estate​​-​​-​​-​​-​​-​​28​​28
Commercial and industrial​​43​​45​​45​​-​​-​​-​​133
Consumer​​43​​2​​1​​1​​-​​2​​49
Total​$86​$47​$46​$1​$-​$212​$392
Recoveries​​​​​​​​​​​​​​​​​​​​​
One- to four-family residential​$-​$-​$-​$-​$1​$89​$90
Commercial real estate​​-​​-​​-​​-​​-​​14​​14
Commercial and industrial​​-​​5​​-​​-​​-​​-​​5
Consumer​​3​​1​​1​​1​​-​​8​​14
Total​$3​$6​$1​$1​$1​$111​$123

The following table presents gross charge-offs and recoveries for the year ended December 31, 2023 by origination year of the related loans. The Company uses the latter of origination or renewal date to classify loans into vintages.

​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · Loan Origination Year · ​ · ​ · ​
(Dollars in thousands) · ​ · 2023 · ​ · 2022 · ​ · 2021 · ​ · 2020 · ​ · 2019 · ​ · Prior · ​ · Total
Charge-offs​​​​​​​​​​​​​​​​​​​​​
One- to four-family residential​$-​$-​$-​$-​$-​$67​$67
Consumer​​6​​7​​13​​1​​2​​6​​35
Total​$6​$7​$13​$1​$2​$73​$102
Recoveries​​​​​​​​​​​​​​​​​​​​​
One- to four-family residential​$-​$-​$-​$-​$-​$109​$109
Commercial and industrial​​-​​-​​-​​-​​-​​1​​1
Consumer​​-​​1​​2​​1​​-​​9​​13
Total​$-​$1​$2​$1​$-​$119​$123

NOTE 5. PREMISES AND EQUIPMENT

Premises and equipment at December 31, 2024 and 2023 are summarized as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · December 31,
(Dollars in thousands)​2024​2023
Land​$1,767​$1,767
Buildings and improvements​6,196​6,150
Furniture, fixtures and equipment​2,100​1,881
Automobiles​100​92
Total premises and equipment​10,163​9,890
Accumulated depreciation​(4,078)​(3,818)
Total premises and equipment, net​$6,085​$6,072

Depreciation expense totaled $412,000 and $403,000 for the years ended December 31, 2024 and 2023, respectively.

NOTE 6. DEPOSITS

Deposits at December 31, 2024 and 2023 are summarized as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · December 31, 2024 · ​ · December 31, 2023
(Dollars in thousands) · ​ · Amount · Percent · ​ · Amount · Percent
Non-interest-bearing demand deposits​$28,28115.2%​$28,18317.0%
Interest-bearing demand deposits​48,33426.0​​36,86722.3​
Money market​10,7295.8​​15,1269.1​
Savings​37,63920.3​​31,51819.0​
Certificates of deposit​60,69132.7​​53,92832.6​
Total deposits​$185,674100.0%​$165,622100.0%

The estimated amount of our total uninsured deposits (that is, deposits in excess of the FDIC’s insurance limit) was $53.7 million and $44.6 million at December 31, 2024 and 2023, respectively.

Certificates of deposit and other time deposits issued in denominations that exceed FDIC insurance limit of $250,000 totaled $17.3 million and $11.2 million at December 31, 2024 and 2023, respectively, and are included in interest-bearing deposits in the statements of financial condition.

At December 31, 2024 scheduled maturities of certificates of deposits were as follows:

​ · ​ · ​ · ​
(Dollars in thousands)​Amount
2025​$54,183
2026​5,411
2027​524
2028​536
2029​37
Total​$60,691

NOTE 7. BORROWED FUNDS

Borrowed funds and the weighted-average contractual interest rate on borrowings at December 31, 2024 and 2023 are summarized as follows:

​​​​​​​​​​​​​​
​ · ​ · ​ · December 31,
​ · ​ · ​ · 2024 · ​ · 2023
(Dollars in thousands) · Rate · ​ · Amount · Rate · ​ · Amount
Advance from Federal Reserve Bank of Atlanta-%​$-4.83%​$10,000
​​​​​​​​​​​​​​
Advances from Federal Home Loan Bank of Dallas0.93%​$10,0000.93%​$10,000
Debt modification discount on FHLB Advances​​​(442)​​​(622)
​​​​​​​9,558​​​​​9,378
​​​​​​​​​​​​​​
Total borrowings​​​​​$9,558​​​​$19,378

During the fourth quarter of 2023, the Bank began borrowing from the Federal Reserve Bank of Atlanta through its Bank Term Funding Program (“BTFP”). At December 31, 2023, the Bank had one$10.0 million BTFP loan outstanding with a maturity date of December 27, 2024.

In December of 2020, the Bank restructured$10.0 million of its long-term borrowings from the FHLB. The debt was restructured to longer maturities at current interest rates. A prepayment penalty for the restructuring of$1.2 million was treated as a discount on the debt. The deferred prepayment penalty is amortized into interest expense using the interest method over the life of the restructured borrowings.

Interest payments are due are due monthly for FHLB advances. A schedule of maturities for borrowings outstanding at December 31, 2024 are as follows:

​​​​
(Dollars in thousands) · Amount
Amounts maturing in:​​​
2025​$3,000
2026​​-
2027​​3,000
2028​​4,000
2029​-
Total​$10,000

At December 31, 2024 and 2023, the Company had $45.7 million and $48.5 million, respectively, in available borrowing capacity with the FHLB. Borrowings from the FHLB are secured though a blanket floating lien on real estate loans. Refer to Note 4 for more detail on loans pledged to the FHLB. The Company has a $25.0 million custodial letter of credit outstanding from the FHLB as of December 31, 2024, which is included in the calculation of our available capacity with the FHLB. The Company can allocate portions of this letter of credit to collateralize certain deposit balances in excess of the FDIC’s insurance limit as an alternative to pledging investment securities for the same purpose. At December 31, 2024, the Company used $25.0 million of the FHLB custodial letter of credit to collateralize public fund deposits.

Borrowings from the Federal Reserve are secured by pledging investment securities. Refer to Note 3 for more detail on pledged investment securities.

Other available funding includes an Unsecured Federal Funds Master Purchase Agreement with FNBB for $17.8 million. At December 31, 2024 and 2023, the credit facility was unused.

NOTE 8. INCOME TAXES

Income tax expense (benefit) for the years ended December 31, 2024 and 2023 are summarized as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Year Ended December 31,
(Dollars in thousands) · 2024 · 2023
Federal: · ​ · ​
Current​$-​$73
Deferred​(894)​(12)
Total income tax expense (benefit)​$(894)​$61

Total income tax expense differed from the amounts computed by applying the U.S. federal income tax rate of 21 percent in 2024 and 2023 to income before income taxes as a result of the following:

​​​​​​​
​ · ​ · Year Ended December 31,
(Dollars in thousands) · 2024 · 2023
Expected income tax expense at federal tax rate​$(836)​$123
Bank-owned life insurance income​(97)​(86)
Tax free investment securities income​(6)​(15)
Nondeductible stock-based compensation expense​​42​​36
Other​3​3
Total income tax expense (benefit)​$(894)​$61

Deferred taxes are recorded based upon differences between the financial statement and tax basis of assets and liabilities. The net deferred tax assets and liabilities in the accompanying statements of financial condition include the following components:

​​​​​​​
​ · ​ · December 31,
(Dollars in thousands) · 2024 · 2023
Deferred tax assets: · ​ · ​
Allowance for credit losses​$152​$97
Net unrealized losses on available-for-sale securities​946​1,924
Net operating loss​​753​​-
Foreclosed assets​8​-
Stock-based compensation​​117​​81
Other​36​29
Deferred tax assets​2,012​2,131
Deferred tax liabilities:​​
FHLB stock​(154)​(136)
FHLB debt modification discount​(93)​(131)
Premises and equipment, net​(313)​(328)
Deferred tax liabilities​(560)​(595)
Net deferred tax asset (liability)​$1,452​$1,536

The net operating loss carryforward for income tax purposes totaled$3.6 million as of December 31, 2024. The carryforward does not expire and is available to offset 80% of taxable income annually.

Retained earnings at December 31, 2024 and 2023 include approximately$1.9 million accumulated prior to January 1, 1987, for whichno deferred federal income tax liability has been recognized. This amount represents an allocation of income to bad-debt deductions for tax purposes only. Reduction of amounts so allocated for purposes

other than tax bad-debt losses or adjustments arising from carryback of net operating losses would create income for tax purposes only, which would be subject to the then-current corporate income tax rate.

NOTE 9. CAPITAL AND REGULATORY MATTERS

The Bank is subject to various regulatory capital requirements administered by its primary federal regulator, the Office of the Comptroller of the Currency (“OCC”). Failure to meet minimum regulatory capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the financial statements of the Company and the Bank. Under the regulatory capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification under the prompt corrective action guidelines are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total risk-based capital, Tier 1 Capital to risk-weighted assets, and Tier 1 Capital to adjusted total assets. As of December 31, 2024 and 2023, the Bank met all of the capital adequacy requirements to which it is subject.

At December 31, 2024 and 2023, the Bank was categorized as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since the most recent notification that management believes have changed the Bank’s prompt corrective action category. The following table presents actual and required capital ratios for the Bank.

​​​​​​​​​​​​​
​ · ​ · Actual · ​ · To be Well Capitalized under the Prompt Corrective Action Provision
(Dollars in thousands) · Amount · Ratio · ​ · Amount · Ratio
As of December 31, 2024​​​​​​​​​​​​
Common Equity Tier 1 Capital​$77,222​45.81%​$10,958​>6.5%
Tier 1 Risk-Based Capital​77,222​45.81​​13,487​>8.0​
Total Risk-Based Capital​79,335​47.06​​16,858​>10.0​
Tier 1 Leverage Capital​77,222​28.73​​13,439​>5.0​
​​​​​​​​​​​​​
As of December 31, 2023​​​​​​
Common Equity Tier 1 Capital​$79,468​52.34%​$9,870​>6.5%
Tier 1 Risk-Based Capital​79,468​52.34​​12,147​>8.0​
Total Risk-Based Capital​81,371​53.59​​15,184​>10.0​
Tier 1 Leverage Capital​79,468​31.67​​12,546​>5.0​

Share Repurchase Plans

The Company repurchased 483,176 shares of its common stock at an average cost per share of $11.91 during the year ended December 31, 2024. Of those shares,228,326 shares were repurchased under the Company’s third repurchase plan announced in November 2023,227,000 shares were repurchased under the Company’s fourth repurchase plan announced in May 2024, and another 27,850 shares were repurchased under the Company’s fifth repurchase plan announced in November 2024 (“November 2024 Repurchase Plan”). Since the announcement of our first share repurchase plan on January 26, 2023 and through December 31, 2024, the Company has repurchased a total of 1,011,850 shares of its common stock, or approximately 19% of the common shares originally issued, at an average cost per share of $11.93.

At December 31, 2024 and 2023, the Company had common shares outstanding of 4,278,150 and 4,761,326, respectively. The Company’s Board of Directors approved the November 2024 Repurchase Plan on November 25, 2024, which authorized the Company to purchase up to 215,000 shares, or approximately 5%, of the Company’s outstanding common

stock. Under the Company’s November 2024 Repurchase Plan,187,150 shares of the Company’s common stock were available for repurchase at December 31, 2024.

NOTE 10. RELATED PARTY TRANSACTIONS

In the ordinary course of business, the Company has and expects to continue to have transactions, including borrowings, with its officers and directors. In the opinion of management, such transactions were on substantially the same terms, including collateral, as those prevailing at the time of comparable transactions with other persons and did not involve more than normal risk of collectability or present any other unfavorable features to the Company. Loans to such borrowers at December 31, 2024 and 2023 are summarized as follows:

​​​​​​​
​ · ​ · December 31,
(Dollars in thousands) · 2024 · 2023
Balance at beginning of year​$2,013​$2,731
Changes in related party status​​-​​(503)
Originations​-​73
Repayments​(188)​(288)
Balance at end of year​$1,825​$2,013

Deposits from directors and executive officers totaled $5.1 million and $4.4 million at December 31, 2024 and 2023, respectively.

NOTE 11. COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, the Company has various outstanding commitments and contingent liabilities that are not reflected in the accompanying financial statements. In the opinion of management, the ultimate disposition of these matters is not expected to have a material adverse effect on our financial statements.

The Company is not involved in any pending legal proceedings as a plaintiff or defendant other than routine legal proceedings occurring in the ordinary course of business, and at December 31, 2024, we were not involved in any legal proceedings, the outcome of which would be material to our financial condition or results of operations.

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 consist of unfunded commitments to extend credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amounts recognized in the statement of financial position. The contract or notional amounts of these instruments reflect the extent of the Company’s involvement in particular classes of instruments.

NOTE 12. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

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 notional 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.

​​​​​​​
​ · ​ · Contract or Notional Amount at
​ · ​ · December 31,
(Dollars in thousands) · 2024 · 2023
Financial instruments with off-balance-sheet risk: · ​ · ​ · ​ · ​
Commitments to originate loans​$11,979​$141
Undisbursed portion of construction loans in process​​7,635​​12,914
Unused lines of credit​​15,391​​18,093
Unused overdraft privilege amounts​​1,167​​1,142
Letters of credit​​19​​2
Total​$36,191​$32,292

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. Since some of the commitments may possibly 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, if it is deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral usually consists of a first mortgage on the underlying properties.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support private borrowing arrangements and are secured by passbook accounts or certificates of deposit. All letters of credit are required to be renewed annually, if applicable. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

The allowance for credit losses on unfunded lending commitments is recorded within “other liabilities” on the statement of financial condition. The related provision for credit losses for unfunded lending commitments is recorded with the provision for loan losses and reported in aggregate as the provision for credit losses on the income statement. At December 31, 2024, the allowance for credit losses for unfunded lending commitments totaled $121,000. Refer to Note 4 for more information on changes to the allowance for credit losses for unfunded lending commitments during the years ended December 31, 2024 and 2023.

NOTE 13. BENEFIT PLANS

401(k) Plan

The Company’s 401(k) defined contribution plan allows active participants to elect to contribute, on a tax deferred basis, a portion of their compensation not to exceed the dollar limit set by law. The plan allows employees to become eligible participants after completingone month of service and enter the 401(k) plan monthly. For the years ended December 31, 2024 and 2023, participants were permitted to make salary deferral contributions in any percentage up to 100% of the participant’s plan salary. Total contributions by each participant during each year were limited to the amount allowed by law. The Company made matching percentage contributions up to 4% of the participant’s plan salary during 2024 and 2023.

The Company incurred expense of$118,000 and$107,000 due to matching contributions during the years ended December 31, 2024 and 2023, respectively, in connection with the plan, which are included in salaries and employee benefits expense in the statements of income.

Employee Stock Ownership Plan

In October 2021, the Company established an employee stock ownership plan (“ESOP”) for the benefit of all employees of the Company. Employees of the Company who have worked at least 500 hours in the first six months of employment and who have attained the age of 18 are eligible to participate in the ESOP. The Company made a loan to the ESOP in the amount of$4.2 million, which the ESOP used to purchase 423,200 shares. It is anticipated that contributions will be made to the ESOP in amounts necessary to amortize the debt to the Company over a period of 20 years.

The leveraged ESOP is accounted for in accordance with the guidance under ASC 718, Compensation – Stock Compensation. Under ASC 718, unearned or unallocated ESOP shares are not considered outstanding for financial reporting purposes and are shown as a reduction of shareholders’ equity as unallocated shares held by benefit plans. At December 31, 2024 and 2023, unallocated ESOP shares had a carrying value of $3.5 million and $3.8 million, respectively.

The Company recognizes compensation cost 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 differential is credited to shareholders’ equity. The Company receives a tax deduction equal to the cost of the shares released. 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 Company liability. For each of the years ended December 31, 2024 and 2023, the ESOP allocated 21,160 shares. Compensation expense related to the ESOP totaled $247,000 and $245,000 for the years ended December 31, 2024 and 2023, respectively. At December 31, 2024 and 2023, there were 354,430 and 375,590 unallocated ESOP shares, respectively, with fair values of approximately $4.2 million and $4.1 million, respectively, based on closing quoted market price per share as of such dates.

Stock-based Compensation Plans

In March 2022, the Board of Directors adopted the 2022 Stock Option Plan and the 2022 Recognition and Retention Plan and Trust Agreement (“2022 Recognition and Retention Plan”), which were approved by shareholders at our annual meeting on May 17, 2022. Under the terms of both plans, officers, employees and directors selected by the Compensation Committee of the Board of Directors are eligible to receive benefits. The Company granted the initial awards under the 2022 Stock Option Plan and 2022 Recognition and Retention Plan on September 1, 2022.

Stock Options

A total of 529,000 shares of common stock, or 10% of the shares sold in the conversion offering, have been reserved for the future issuance pursuant to the 2022 Stock Option Plan. Options to acquire shares of common stock will be awarded with an exercise price no less than the fair market value of the common stock on the grant date. All stock options granted have been issued with afive-year vesting period.

The Company estimates the fair value of each option granted using the Black-Scholes option pricing model. The following key management assumptions were used to value the options granted during the years ended December 31:

​​​​​​
(Dollars in thousands) · ​ · 2024 · ​ · 2023
Expected life (in years)​6.50​​6.50
Expected volatility​33.92%​​33.73%
Expected dividend yield​1.50%​​1.50%
Risk free rate​3.66%​​4.27%

The following table summarizes stock option activity for the periods indicated.

​​​​​​​​​​​​
Stock options · ​ · Number of Options · ​ · Weighted Average Exercise Price · ​ · Weighted Average Grant Date Fair Value · ​ · Weighted Average Remaining Contractual Term (Years)
Outstanding, December 31, 2022​295,340​$13.30​$4.36​​9.67
Granted​21,160​​11.30​​4.04​​​
Forfeited​(21,160)​​13.30​​4.36​​​
Exercised​-​​-​​-​​​
Outstanding, December 31, 2023​295,340​​13.16​​4.34​​8.76
Granted​5,000​​11.54​​4.00​​​
Forfeited​(3,800)​​13.30​​4.36​​​
Exercised​-​​-​​-​​​
Outstanding, December 31, 2024​296,540​$13.13​$4.33​​7.74
​​​​​​​​​​​​
Exercisable at December 31, 2024​113,704​$13.23​$4.35​​7.57

Total stock option expense, allocated between salaries and employee benefits expense and directors’ fees, was $255,000 and $234,000 for the years ended December 31, 2024 and 2023, respectively. At December 31, 2024, there was $709,000 of unrecognized compensation cost related to stock options which is expected to be recognized over a period of 3.0 years.

Restricted Stock

Under the terms of the 2022 Recognition and Retention Plan, the Company contributed sufficient funds to the Recognition and Retention Plan Trust for the purchase of 211,600 shares of common stock, or 4.0% of the shares sold in the conversion offering. At December 31, 2024,165,772 shares of unallocated restricted stock were held by the 2022 Recognition and Retention Plan Trust with a carrying value of $2.2 million. At December 31, 2023,189,432 shares of unallocated restricted stock were held by the 2022 Recognition and Retention Plan Trust with a carrying value of $2.5 million. Unallocated shares of restricted stock awards are not considered outstanding for financial reporting purposes and are shown as a reduction of shareholders’ equity as unallocated shares held by benefit plans. All restricted stock awards granted have been issued with afive-year vesting period.

The following table summarizes restricted stock award activity for the periods indicated.

​​​​​​
Restricted Stock · ​ · Number of Shares · ​ · Weighted Average Grant Date Fair Value
Unvested awards, December 31, 2022​119,336​$13.30
Granted​8,464​​11.30
Forfeited​(8,464)​​13.30
Vested​(22,168)​​13.30
Unvested awards, December 31, 2023​97,168​​13.13
Granted​2,000​​11.54
Forfeited​(2,000)​​13.30
Vested​(23,660)​​13.16
Unvested awards, December 31, 2024​73,508​$13.07

Total restricted stock expense, allocated between salaries and employee benefits expense and directors’ fees, was $310,000 and $289,000 for the years ended December 31, 2024 and 2023, respectively. At December 31, 2024, there was $862,000 of unrecognized compensation cost related to restricted stock awards which is expected to be recognized over a period of 3.0 years.

NOTE 14. CONCENTRATION OF CREDIT

The largest segment of the Company’s total loan portfolio consists of one- to four-family residential real estate loans, the majority of which are secured by residential properties located in rural communities of the Acadiana region. Accordingly, the ultimate collectability of a substantial portion of the Company’s loan portfolio and the recovery of the carrying amount of foreclosed assets are dependent upon local economic conditions.

The Company maintains deposit accounts at other financial institutions which periodically exceed the federally insured limits. Management believes that the risk is limited because of the nature and financial strength of the institutions involved.

NOTE 15. FAIR VALUE MEASUREMENTS

In accordance with fair value guidance, the Company groups its financial assets and financial liabilities generally measured 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.

Level 1 — Valuation is based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2 — Valuation is based on inputs other than quoted prices included with Level 1 that are observable for the asset or liability, either directly or indirectly. The valuation may be based on 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 for the asset or liability.

Level 3 — Valuation is based on unobservable income inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which determination of fair value requires significant management judgment or estimation.

Fair value measurements of assets and liabilities measured on a recurring basis at December 31, 2024 and 2023 follow:

​​​​​​​​​​​​​
​ · ​ · Fair Value Measurements at Reporting Date Using
(Dollars in thousands) · Fair Value · Level 1 · Level 2 · Level 3
December 31, 2024 · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Available-for-sale securities​$28,712​$-​$28,712​$-
​​​​​​​​​​​​​
December 31, 2023​​​​​​​​
Available-for-sale securities​$70,540​$-​$70,540​$-

Fair value measurements of assets and liabilities measured on a nonrecurring basis at December 31, 2024 and 2023 follow:

​​​​​​​​​​​​​
​ · ​ · Fair Value Measurements at Reporting Date Using
(Dollars in thousands) · Fair Value · Level 1 · Level 2 · Level 3
December 31, 2024 · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Loans individually evaluated for credit losses​$314​$-​$-​$314
Foreclosed assets​​194​-​-​194
Total​$508​$-​$-​$508
December 31, 2023​​​​​​​​​​​
Loans individually evaluated for credit losses​$374​$-​$-​$374
Foreclosed assets​​60​​-​​-​​60
Total​$434​$-​$-​$434

At December 31, 2024 and 2023, individually evaluated loans with a recorded investment of $452,000 and $547,000, respectively, have been written down to their fair value by a charge to the allowance for loan losses. Foreclosed assets are adjusted to fair value by recording a related gain or loss through foreclosed asset expense. During the year ended December 31, 2024, the Company incurred net losses of $37,000 to adjust foreclosed assets to fair value and $20,000 in net losses on the sales of foreclosed assets. During the year ended December 31, 2023, the Company incurred net losses of $62,000 to adjust foreclosed assets to fair value and $4,000 in net losses on the sales of foreclosed assets.

The fair value of foreclosed assets is estimated using third-party appraisals of the asset held less estimated costs to sell and discounts to reflect current conditions. The fair value of collateral-dependent loans individually evaluated for credit losses is estimated using third-party appraisals of the collateral less estimated costs to sell and discounts to reflect current conditions. The fair value of other loans individually evaluated for credit losses is estimated by discounting expected cash flows using discount rates determined with reference to current market rates at which similar loans would be made.

Accounting Standards Codification 825-10, Recognition and Measurement of Financial Assets and Financial Liabilities, requires that the Company disclose estimated fair values for its financial instruments, whether or not recognized in the statement of financial condition. 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. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Certain financial instruments and all nonfinancial instruments are excluded from the disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments.

The methods and assumptions used to estimate the fair value of each class of financial instruments of which it is practicable to estimate that value are described in Note 1.

The estimated fair values of the Company’s financial instruments as of December 31, 2024 and 2023 are as follows:

​​​​​​​​​​​​​​​​
​ · ​ · December 31, 2024
(Dollars in thousands) · Carrying Amount · Fair Value · Level 1 · Level 2 · Level 3
Financial Assets: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Cash and cash equivalents​$44,295​$44,295​$44,295$-$-
Investment securities:​​​
Available-for-sale​28,712​28,712​-28,712-
Held-to-maturity​13,447​11,284​-11,284-
Loans receivable, net​164,554​161,412​--161,412
Bank-owned life insurance​​14,489​​14,489​​-​​14,489​​-
Financial Liabilities:​​​
Deposits​185,674​185,087​-185,087-
Borrowed funds​9,558​9,069​-9,069-
​​​​​​​​​​​​​​​​
​ · ​ · December 31, 2023
(Dollars in thousands) · Carrying Amount · Fair Value · Level 1 · Level 2 · Level 3
Financial Assets: · ​ · ​ · ​
Cash and cash equivalents​$19,011​$19,011​$19,011$-$-
Investment securities:​​​
Available-for-sale​70,540​70,540​-70,540-
Held-to-maturity​13,461​11,227​-11,227-
Loans receivable, net​142,796​132,742​--132,742
Bank-owned life insurance​​14,026​​14,026​​-​​14,026​​-
Financial Liabilities:​​​
Deposits​165,622​164,710​-164,710-
Borrowed funds​19,378​18,807​-18,807-

The carrying amounts in the preceding table are included in the statement of financial condition under the applicable captions. It is not practical to estimate the fair value of stock in correspondent banks because the equity securities are not marketable. The carrying amount of investments without readily determinable fair value are reported in the statements of financial condition at historical cost.

NOTE 16. CONDENSED PARENT COMPANY ONLY FINANCIAL INFORMATION

Condensed financial statements of Catalyst Bancorp, Inc. (parent company only) are shown below.

​​​​​​​
CONDENSED STATEMENTS OF FINANCIAL CONDITION
​​​​​​​
​ · ​ · December 31,
(Dollars in thousands) · ​ · 2024 · ​ · 2023
ASSETS · ​ · ​
Cash and due from banks​$2,705​$2,525
Investment in bank subsidiary​74,226​72,903
Investment securities available-for-sale, at fair value​3,027​8,856
Other assets​391​354
TOTAL ASSETS​$80,349​$84,638
​​​
LIABILITIES​​
Other liabilities​145​79
TOTAL LIABILITIES​145​79
​​​
SHAREHOLDERS' EQUITY​​
Common stock​​43​​48
Additional paid-in capital​​39,561​​45,020
Unallocated common stock held by benefit plans​​(5,702)​​(6,221)
Retained earnings​49,860​52,949
Accumulated other comprehensive income (loss)​(3,558)​(7,237)
TOTAL SHAREHOLDERS' EQUITY​80,204​84,559
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY​$80,349​$84,638
​​​​​​​
CONDENSED STATEMENTS OF INCOME
​​​​​​​
​ · ​ · Year Ended
​ · ​ · December 31,
(Dollars in thousands) · 2024 · 2023
INTEREST INCOME · ​ · ​ · ​
Investment securities​$83​$172
Other earning assets​​2​​-
Total interest income​​85​​172
NON-INTEREST INCOME​​​
Loss on sales of investment securities​​(331)​​(92)
NON-INTEREST EXPENSE​​
Professional fees​131​141
Data processing and communication​​34​​35
Franchise tax​​31​​48
Other​84​85
Total non-interest expense​280​309
Income (loss) before income tax expense (benefit)​(526)​(229)
Income tax expense (benefit)​(110)​(48)
Income (loss) before equity in undistributed earnings (loss) of subsidiary​​(416)​​(181)
Equity in undistributed earnings (loss) of subsidiary​​(2,673)​​707
NET INCOME (LOSS)​$(3,089)​$526
​​​​​​​
CONDENSED STATEMENTS OF CASH FLOWS
​​​​​​​
​ · ​ · Year Ended
​ · ​ · December 31,
(Dollars in thousands) · ​ · 2024 · 2023
CASH FLOWS FROM OPERATING ACTIVITIES · ​ · ​ · ​
Net income (loss)​$(3,089)​$526
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:​​
Equity in undistributed (earnings) loss of subsidiary​2,673​(707)
Investment securities amortization, net​19​19
Loss on sales of investment securities​​331​​92
Deferred income tax expense (benefit)​​(111)​​-
(Increase) decrease in other assets​19​38
Increase (decrease) in other liabilities​​66​​(23)
Net cash used in operating activities​(92)​(55)
CASH FLOWS FROM INVESTING ACTIVITIES​​
Payments received on ESOP loan​​289​​289
Activity in available-for-sale securities:​​
Proceeds from maturities, calls, and paydowns​392​522
Proceeds from sales​​5,348​​1,896
Net cash provided by (used in) investing activities​6,029​2,707
CASH FLOWS FROM FINANCING ACTIVITIES​​
Purchase of stock to fund the 2022 Recognition and Retention Plan​​-​​(415)
Repurchase of common stock​​(5,757)​​(6,315)
Net cash used in financing activities​(5,757)​(6,730)
NET CHANGE IN CASH AND CASH EQUIVALENTS​180​(4,078)
CASH AND CASH EQUIVALENTS, beginning of period​2,525​6,603
CASH AND CASH EQUIVALENTS, end of period​$2,705​$2,525
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.