fil-20250331

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


x			QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


o			TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ________

Commission file number: 001-38956

RICHMOND MUTUAL BANCORPORATION, INC.

(Exact name of registrant as specified in its charter)


Maryland						36-4926041
(State or other jurisdiction of incorporation of organization)						(I.R.S. Employer Identification No.)

31 North 9th Street, Richmond, Indiana 47374

(Address of principal executive offices; Zip Code)

(765) 962-2581

(Registrant's telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	RMBI	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 and 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

[ ]

Accelerated filer

[ ]

Non-accelerated filer

[X]

Smaller reporting company

[X]

Emerging growth company

[ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No [X]

There were 10,407,488 shares of Registrant’s common stock, par value of $0.01 per share, issued and outstanding as of May 9, 2025.

RICHMOND MUTUAL BANCORPORATION, INC. AND SUBSIDIARY

10-Q

TABLE OF CONTENTS


PART I FINANCIAL INFORMATION


		Page
Item 1.	Condensed Consolidated Balance Sheets at March 31, 2025 (Unaudited) and December 31, 2024	1
	Condensed Consolidated Statements of Income (Unaudited) for the Three Months Ended March 31, 2025 and 2024	2
	Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the Three Months Ended March 31, 2025 and 2024	3
	Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) for the Three Months Ended March 31, 2025 and 2024	4
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2025 and 2024	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	37
Item 4.	Controls and Procedures	37

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5	Other Information	39
Item 6.	Exhibits	40

Signatures		41

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Richmond Mutual Bancorporation, Inc.

Condensed Consolidated Balance Sheets


	March 31, 2025		December 31, 2024
	(Unaudited)
Assets
Cash and due from banks	$	10,401,734	$	8,986,540
Interest-earning demand deposits	16,630,358		12,770,650
Cash and cash equivalents	27,032,092		21,757,190
Interest-earning time deposits	300,000		300,000
Investment securities - available for sale	256,101,105		258,191,630
Investment securities - held to maturity	2,932,158		3,497,913
Loans held for sale	388,325		1,092,920
Loans and leases, net of allowance for credit losses of $16,077,931 and $15,790,885, respectively	1,175,833,456		1,158,879,008
Premises and equipment, net	12,778,513		12,922,028
Federal Home Loan Bank stock	13,907,100		13,907,100
Interest receivable	6,059,804		6,030,000
Mortgage-servicing rights	1,932,655		1,950,504
Cash surrender value of life insurance	3,879,550		3,856,494
Other assets	21,647,368		22,490,073

Total assets	$	1,522,792,126	$	1,504,874,860

Liabilities
Noninterest-bearing deposits	$	103,353,499	$	110,105,973
Interest-bearing deposits	1,002,308,806		983,833,884
Total deposits	1,105,662,305		1,093,939,857
Federal Home Loan Bank advances	274,000,000		265,000,000
Advances by borrowers for taxes and insurance	730,398		590,439
Interest payable	3,702,201		4,831,674
Other liabilities	7,765,365		7,641,130
Total liabilities	1,391,860,269		1,372,003,100

Commitments and Contingent Liabilities	—		—

Stockholders' Equity
Common stock, $0.01 par value
Authorized - 90,000,000 shares
Issued and outstanding - 10,490,264 shares and 10,814,960 shares at March 31, 2025 and December 31, 2024, respectively	104,903		108,150
Additional paid-in capital	93,836,968		97,709,231
Retained earnings	92,058,581		91,582,986
Unearned employee stock ownership plan (ESOP)	(10,538,580)		(10,722,410)
Accumulated other comprehensive loss	(44,530,015)		(45,806,197)
Total stockholders' equity	130,931,857		132,871,760

Total liabilities and stockholders' equity	$	1,522,792,126	$	1,504,874,860

See Notes to Condensed Consolidated Statements.

Richmond Mutual Bancorporation, Inc.

Condensed Consolidated Statements of Income

(Unaudited)


	Three Months Ended March 31,
	2025		2024
Interest Income
Loans and leases	$	18,773,758	$	17,250,722
Investment securities	1,963,449		2,120,223
Other	130,820		139,248
Total interest income	20,868,027		19,510,193
Interest Expense
Deposits	7,844,380		7,065,764
Borrowings	2,765,575		2,611,648
Total interest expense	10,609,955		9,677,412
Net Interest Income	10,258,072		9,832,781
Provision for credit losses	731,095		183,134
Net Interest Income After Provision for Credit Losses	9,526,977		9,649,647
Non-interest Income
Service charges on deposit accounts	295,974		272,931
Card fee income	298,480		290,186
Loan and lease servicing fees	112,358		127,242

Net gains on loan and lease sales	95,105		119,317

Other income	360,327		319,259
Total non-interest income	1,162,244		1,128,935
Non-interest Expenses
Salaries and employee benefits	4,711,955		4,573,707
Net occupancy expenses	388,300		344,354
Equipment expenses	244,490		236,216
Data processing fees	901,964		906,791
Deposit insurance expense	339,000		403,000
Printing and office supplies	48,473		34,676
Legal and professional fees	530,917		432,553
Advertising expense	65,612		88,723
Bank service charges	46,618		60,706
Real estate owned expense	2,062		1,326

Other expenses	1,093,222		975,454
Total non-interest expenses	8,372,613		8,057,506
Income Before Income Tax Expense	2,316,608		2,721,076
Provision for income taxes	348,298		352,160
Net Income	$	1,968,310	$	2,368,916
Earnings Per Share
Basic	$	0.20	$	0.23
Diluted	$	0.20	$	0.23

See Notes to Condensed Consolidated Statements.

Richmond Mutual Bancorporation, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)


	Three Months Ended March 31,
	2025		2024

Net Income	$	1,968,310	$	2,368,916

Other Comprehensive Income (Loss)
Unrealized gain (loss) on available for sale securities, net of tax (expense) benefit of $(339,238) and $757,499, respectively	1,276,182		(2,849,640)



Comprehensive Income (Loss)	$	3,244,492	$	(480,724)

See Notes to Condensed Consolidated Statements.

Richmond Mutual Bancorporation, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)


	Three Months Ended March 31, 2025
	Common Stock			Additional Paid-in Capital		Retained Earnings		Unearned ESOP Shares		Accumulated Other Comprehensive Loss		Total
	Shares Outstanding	Amount

Balances, December 31, 2024	10,814,960	$	108,150	$	97,709,231	$	91,582,986	$	(10,722,410)	$	(45,806,197)	$	132,871,760
Net income	—	—		—		1,968,310		—		—		1,968,310
Other comprehensive income	—	—		—		—		—		1,276,182		1,276,182
ESOP shares earned	—	—		(5,347)		—		183,830		—		178,483

Stock based compensation	—	—		363,459		—		—		—		363,459

Common stock dividends ($0.15 per share)	—	—		—		(1,492,715)		—		—		(1,492,715)

Repurchase of common stock	(324,696)	(3,247)		(4,230,375)		—		—		—		(4,233,622)
Balances, March 31, 2025	10,490,264	$	104,903	$	93,836,968	$	92,058,581	$	(10,538,580)	$	(44,530,015)	$	130,931,857


	Three Months Ended March 31, 2024
	Common Stock			Additional Paid-in Capital		Retained Earnings		Unearned ESOP Shares		Accumulated Other Comprehensive Loss		Total
	Shares Outstanding	Amount

Balances, December 31, 2023	11,208,500	$	112,085	$	101,347,566	$	87,902,747	$	(11,457,726)	$	(43,045,096)	$	134,859,576
Net income	—	—		—		2,368,916		—		—		2,368,916
Other comprehensive loss	—	—		—		—		—		(2,849,640)		(2,849,640)
ESOP shares earned	—	—		(29,661)		—		183,829		—		154,168

Stock based compensation	—	—		367,484		—		—		—		367,484

Common stock dividends ($0.14 per share)	—	—		—		(1,437,299)		—		—		(1,437,299)

Repurchase of common stock	(92,613)	(926)		(1,071,562)		—		—		—		(1,072,488)
Balances, March 31, 2024	11,115,887	$	111,159	$	100,613,827	$	88,834,364	$	(11,273,897)	$	(45,894,736)	$	132,390,717

See Notes to Condensed Consolidated Statements.

Richmond Mutual Bancorporation, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended March 31,
	2025		2024
Operating Activities
Net income	$	1,968,310	$	2,368,916
Adjustments to reconcile net income to net cash provided by operating activities
Provision for credit losses	731,095		183,134
Depreciation and amortization	219,488		214,846
Deferred income tax	(117,847)		36,457
Stock based compensation	363,459		367,484
Investment securities amortization, net	198,201		265,798

Net gains on loan and lease sales	(95,105)		(119,317)
Gain on sale of real estate owned	—		(1,558)

Accretion of loan origination fees	(211,416)		(160,947)
Amortization of mortgage-servicing rights	49,954		43,135
ESOP shares expense	178,483		154,168
Increase in cash surrender value of life insurance	(23,057)		(22,363)
Loans originated for sale	(5,256,050)		(6,697,600)
Proceeds on loans sold	4,551,455		5,989,100
Net change in
Interest receivable	(29,804)		(144,631)
Other assets	658,752		1,185,192
Other liabilities	124,235		(966,798)
Interest payable	(1,129,473)		(532,782)
Net cash provided by operating activities	2,180,680		2,162,234

Investing Activities

Purchases of securities available for sale	(1,025,982)		(1,935,953)
Proceeds from maturities and paydowns of securities available for sale	4,534,320		4,404,697

Proceeds from maturities and paydowns of securities held to maturity	565,159		290,306
Net change in loans	(16,039,372)		(31,650,763)
Proceeds from sales of real estate owned	—		48,821
Purchases of premises and equipment	(75,973)		(115,447)

Purchase of FHLB stock	—		(1,260,000)
Net cash used in investing activities	(12,041,848)		(30,218,339)

Financing Activities
Net change in
Demand and savings deposits	256,508		(5,097,505)
Certificates of deposit	11,465,940		33,600,066
Advances by borrowers for taxes and insurance	139,959		113,420
Proceeds from FHLB advances	112,000,000		58,000,000
Repayment of FHLB advances	(103,000,000)		(56,000,000)
Repurchase of common stock	(4,233,622)		(1,072,488)

Dividends paid	(1,492,715)		(1,437,299)
Net cash provided by financing activities	15,136,070		28,106,194

Net Change in Cash and Cash Equivalents	5,274,902		50,089
Cash and Cash Equivalents, Beginning of Period	21,757,190		20,240,125
Cash and Cash Equivalents, End of Period	$	27,032,092	$	20,290,214

Additional Cash Flows and Supplementary Information
Interest paid	$	11,739,428	$	10,210,194
Transfers from loans to other real estate owned	—		—

See Notes to Condensed Consolidated Statements.

Richmond Mutual Bancorporation, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Amounts)

Note 1: Basis of Presentation

The accompanying financial information is unaudited and has been prepared from the consolidated financial statements of Richmond Mutual Bancorporation, Inc., and its wholly owned direct and indirect subsidiaries, First Bank Richmond, First Insurance Management, Inc., FB Richmond Holdings, Inc. and FB Richmond Properties, Inc. References in this document to Richmond Mutual Bancorporation refer to Richmond Mutual Bancorporation, Inc. References to “we,” “us,” and “our” or the “Company” refers to Richmond Mutual Bancorporation and its wholly-owned direct and indirect subsidiaries, First Bank Richmond, First Insurance Management, Inc., FB Richmond Holdings, Inc., and FB Richmond Properties, Inc. unless the context otherwise requires.

First Bank Richmond is an Indiana state-chartered commercial bank headquartered in Richmond, Indiana and the wholly owned banking subsidiary of Richmond Mutual Bancorporation. First Bank Richmond provides full banking services through its seven full- and one limited-service offices located in Cambridge City (1), Centerville (1), Richmond (5) and Shelbyville (1), Indiana, its five full-service offices located in Piqua (2), Sidney (2) and Troy (1), Ohio, and its loan production office in Columbus, Ohio. Administrative, trust and wealth management services are conducted through First Bank Richmond's Corporate Office/Financial Center located in Richmond, Indiana. As an Indiana-chartered commercial bank, First Bank Richmond is subject to regulation by the Indiana Department of Financial Institutions ("IDFI") and the Federal Deposit Insurance Corporation ("FDIC").

First Insurance Management, Inc., a wholly-owned subsidiary of the Company which was formed and began operations in June 2022, is a Nevada-based captive insurance company that insures against certain risks unique to the operations of the Company and its subsidiaries and for which insurance may not be currently available or economically feasible in today's insurance marketplace. First Insurance Management, Inc. is subject to the regulations of the State of Nevada and undergoes periodic examinations by the Nevada Division of Insurance.

FB Richmond Holdings, Inc., a wholly-owned subsidiary of First Bank Richmond which was formed and began operations in April 2020, is a Nevada corporation that holds and manages substantially all of First Bank Richmond's investment portfolio. FB Richmond Holdings, Inc. has one active subsidiary, FB Richmond Properties, Inc., a Delaware corporation which holds loans on behalf of the Bank.

The accompanying unaudited condensed consolidated financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include information or note disclosures necessary for a complete presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. Accordingly, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 ("2024 Form 10-K") filed with the Securities and Exchange Commission (“SEC”) on March 27, 2025 (SEC File No. 001-38956). However, in the opinion of management, all adjustments which are necessary for a fair presentation of the consolidated financial statements have been included. Those adjustments consist only of normal recurring adjustments. The results of operations for the periods are not necessarily indicative of the results to be expected for the full year.

Use of Estimates in Preparation of Financial Statements

Financial statements prepared in accordance with generally accepted accounting principles in the United States ("GAAP") require the Company 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 income and expense during the reporting period. Actual results could differ from those estimates.

Loans

For all loan classes, the accrual of interest is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. Past due status is based on contractual terms of the loan. For all loan classes, the entire balance of the loan is considered past due if the minimum payment contractually required to be paid is not received by the

contractual due date. For all loan classes, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.

The Company charges off residential and consumer loans, or portions thereof, when the Company reasonably determines the amount of the loss. The Company adheres to timeframes established by applicable regulatory guidance, which provides for the charge-down of 1-4 family first and junior lien mortgages to the net realizable value, less costs to sell when the loan is 120 days past due, charge-off of unsecured open-end loans when the loan is 90 days past due, and charge down to the net realizable value when other secured loans are 90 days past due. Loans at these respective delinquency thresholds for which the Company can clearly document that the loan is both well-secured and in the process of collection, such that collection will occur regardless of delinquency status, need not be charged off.

For all classes, all interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Nonaccrual loans are returned to accrual status when, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal. The Company requires a period of satisfactory performance of not less than six months before returning a nonaccrual loan to accrual status.

On occasion, the Company will provide modifications to loans and leases to borrowers experiencing financial difficulty, by providing payment delays, term extensions, or interest-rate reductions. In some cases, combinations of modifications may be made to the same loan or lease. If determined that the value of the modified loan or lease is less than the recorded investment in the loan, a charge-off is recognized to the allowance for credit losses on loans and leases.

Note 2: Accounting Pronouncements

The Jumpstart Our Business Startups Act (the "JOBS Act"), enacted in April 2012, introduced various changes to the federal securities laws to facilitate access to capital markets. Under the JOBS Act, a company with total annual gross revenues of less than $1.07 billion during its most recently completed fiscal year qualifies as an “emerging growth company” ("EGC"). The Company previously qualified as and elected to be an EGC under the JOBS Act. As an EGC, the Company elected to comply with new or amended accounting pronouncements in the same manner as a private company, an election that had to be made when the Company first filed a registration statement and remained irrevocable while the Company maintained EGC status. However, as of December 31, 2024, the Company no longer qualifies as an EGC and going forward, it will be required to comply with new or amended accounting pronouncements applicable to public companies.

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures, requiring public entities to disclose information about significant expenses for their reportable segments on both an interim and annual basis. Public entities must disclose significant expense categories and amounts for each reportable segment, which are derived from expenses regularly reported to the entity’s chief operating decision-maker (CODM) and included in the segment's reported measures of profit or loss. Additionally, public entities must disclose the title and position of the CODM and explain how the CODM uses these measures to assess segment performance. The ASU also mandates certain segment-related interim disclosures that were previously required only on an annual basis. The ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted this ASU on January 1, 2024. Adoption of ASU No. 2023-07 did not have a material impact on the Company's consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU applies to contracts, hedging relationships and other transactions that reference the London Interbank Offer Rate ("LIBOR") or other rate references expected to be discontinued because of reference rate reform. The ASU permits an entity to make necessary modifications to eligible contracts or transactions without requiring contract remeasurement or reassessment of a previous accounting determination. In December of 2022, the FASB issued ASU No. 2022-06 which extended the period of time preparers can utilize the reference rate reform relief guidance in Topic 848. The guidance ensures the relief in Topic 848 covers the period of time during which a significant number of modifications may take place and the ASU defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024.

In March 2023, the FASB issued ASU No. 2023-02, Investments Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. This ASU allows reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program

giving rise to the related income tax credits. ASU No. 2023-02 is effective for all public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. The Company adopted this guidance on January 1, 2024. Adoption of ASU 2023-02 did not have a material impact on the Company's consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU established new income tax disclosure requirements and modified existing requirements. The ASU requires additional information be disclosed for specified categories, and reconciling items that meet a certain threshold, within the rate reconciliation on an annual basis. Additionally, this ASU requires information be disclosed on the amount of income taxes paid (net of refunds), disaggregated by federal, state, and foreign taxes and the amount of income taxes paid (net of refunds) disaggregated by jurisdiction based on a quantitative threshold. ASU No. 2023-09 is effective for all public business entities for annual periods beginning after December 15, 2024. The Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements.

Note 3: Investment Securities

The amortized cost and approximate fair values, together with gross unrealized gains and losses, of investment securities are as follows:


	March 31, 2025
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available for sale
U.S. Treasury securities	$	2,541	$	—	$	8	$	2,533
SBA Pools	4,011		—		471		3,540
Federal agencies	15,000		—		1,377		13,623
State and municipal obligations	161,383		2		33,171		128,214
Mortgage-backed securities - government-sponsored enterprises (GSE) residential	118,033		26		19,259		98,800
Corporate obligations	11,500		—		2,109		9,391

	312,468		28		56,395		256,101
Held to maturity
State and municipal obligations	2,932		8		95		2,845
	2,932		8		95		2,845

Total investment securities	$	315,400	$	36	$	56,490	$	258,946


	December 31, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available for sale
U.S. Treasury securities	$	3,159	$	2	$	—	$	3,161
SBA Pools	4,243		—		543		3,700
Federal agencies	15,000		—		1,666		13,334
State and municipal obligations	162,524		1		32,166		130,359
Mortgage-backed securities - (GSE) residential	119,748		5		21,440		98,313
Corporate obligations	11,500		—		2,175		9,325

	316,174		8		57,990		258,192
Held to maturity
State and municipal obligations	3,498		8		85		3,421
	3,498		8		85		3,421

Total investment securities	$	319,672	$	16	$	58,075	$	261,613

The amortized cost and fair value of investment securities at March 31, 2025, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.


	Available for Sale				Held to Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value

Within one year	$	4,051	$	4,031	$	35	$	35
One to five years	25,492		23,996		1,837		1,828
Five to ten years	42,945		37,668		450		437
After ten years	121,947		91,606		610		545
	194,435		157,301		2,932		2,845
Mortgage-backed securities –GSE residential	118,033		98,800		—		—

Totals	$	312,468	$	256,101	$	2,932	$	2,845

Investment securities with a carrying value of $109,295,000 and $109,909,000 were pledged at March 31, 2025 and December 31, 2024, respectively, to secure certain deposits and for other purposes as permitted or required by law.

There were no sales of securities available for sale for the three months ended March 31, 2025 and March 31, 2024.

Certain investments in debt securities, as reflected in the table below, are reported in the condensed consolidated financial statements and notes at an amount less than their historical cost. Total fair value of these investments at March 31, 2025 and December 31, 2024 was $253,703,000 and $255,749,000, respectively, which is approximately 98% and 98% of the Company’s aggregated available for sale and held to maturity investment portfolio at those dates, respectively. These declines primarily resulted from changes in market interest rates since their purchase.

The Company does not consider available for sale securities with unrealized losses to be experiencing credit losses at March 31, 2025. Management considers it more likely than not that the Company will not be required to sell these investments before recovery of the amortized cost basis, which may be the maturity dates of the securities.

Held to maturity securities are financial assets measured at amortized cost. Held to maturity securities are required to have an established allowance for credit losses that represents the portion of the amortized cost basis of a financial asset that is not expected to be collectable. The Company estimates expected credit losses on a collective basis by security type, with consideration given to historical information, credit ratings, and the statistical probability of future losses.

The Company monitors the credit quality of investment securities held to maturity through the use of credit ratings quarterly. As of March 31, 2025, there was no allowance for credit losses recognized on the Company's securities held to maturity portfolio.

The following table summarizes the amortized cost of held to maturity securities by credit quality indicator as of March 31, 2025 and December 31, 2024:


	State and municipal obligations
	March 31, 2025		December 31, 2024

AA+	$	416	$	483

AA-	—		295
A+	435		605

Not rated	2,081		2,115

	$	2,932	$	3,498

The Company has elected to exclude accrued interest receivable from the calculation of the allowance for credit losses.

The following tables show the Company’s investment securities by gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2025 and December 31, 2024:


Description of Securities	March 31, 2025
	Less Than 12 Months				12 Months or More				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Available for sale
U.S. Treasury Securities	$	2,533	$	8	$	—	$	—	$	2,533	$	8
SBA Pools	—		—		3,166		471		3,166		471
Federal agencies	—		—		13,623		1,377		13,623		1,377
State and municipal obligations	245		—		126,498		33,171		126,743		33,171
Mortgage-backed securities - GSE residential	—		—		95,801		19,259		95,801		19,259
Corporate obligations	—		—		9,391		2,109		9,391		2,109
Total available for sale	2,778		8		248,479		56,387		251,257		56,395

Held to maturity
State and municipal obligations	1,186		14		1,260		81		2,446		95

Total	$	3,964	$	22	$	249,739	$	56,468	$	253,703	$	56,490


Description of Securities	December 31, 2024
	Less Than 12 Months				12 Months or More				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Available for sale

SBA Pools	$	454	$	1	$	2,991	$	542	$	3,445	$	543
Federal agencies	—		—		13,334		1,666		13,334		1,666
State and municipal obligations	1,578		17		127,705		32,149		129,283		32,166
Mortgage-backed securities - GSE residential	1,045		10		96,296		21,430		97,341		21,440
Corporate obligations	—		—		9,324		2,175		9,324		2,175
Total available for sale	3,077		28		249,650		57,962		252,727		57,990

Held to maturity
State and municipal obligations	1,253		12		1,769		73		3,022		85

Total	$	4,330	$	40	$	251,419	$	58,035	$	255,749	$	58,075

Federal Agency Obligations. The unrealized losses on the Company’s investments in direct obligations of U.S. federal agencies were caused by interest rate changes. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost basis of the investments. The Company does not intend to sell the investments and it is not more likely than not the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity.

SBA Pools and Mortgage-Backed Securities - GSE Residential. The unrealized losses on the Company’s investment in mortgage-backed securities and SBA pools were caused by interest rate changes and illiquidity. The Company expects to recover the amortized cost basis over the term of the securities. The decline in fair value is attributable to changes in interest rates and not credit quality. The Company does not intend to sell the securities and it is not more likely than not the Company will be required to sell the securities before recovery of their amortized cost basis, which may be maturity.

State, Municipal, and Corporate Obligations. The unrealized losses on the Company’s investments in securities of state, municipal, and corporate obligations were caused by interest rate changes. The contractual terms of those securities do not permit the issuer to settle the securities at a price less than the amortized cost basis of the investments. The Company does not intend to sell the securities and it is not more likely than not the Company will be required to sell the securities before recovery of their amortized cost basis, which may be maturity.

The Company expects the fair value of the securities described above to recover as the securities approach their maturity or reset date.

Note 4: Loans, Leases and Allowance

The following table shows the composition of the loan and lease portfolio at March 31, 2025 and December 31, 2024:


	March 31, 2025		December 31, 2024

Commercial mortgage	$	387,516	$	371,705
Commercial and industrial	136,524		126,367
Construction and development	99,953		132,570
Multi-family	211,485		185,864
Residential mortgage	172,614		172,644
Home equity lines of credit	18,115		16,826
Direct financing leases	146,067		148,102
Consumer	20,243		21,218
	1,192,517		1,175,296
Less
Allowance for credit losses on loans and leases	16,078		15,791
Deferred loan fees	606		626

	$	1,175,833	$	1,158,879

The Company rates all loans and leases by credit quality using the following designations:

Grade 1 – Exceptional

Exceptional loans and leases are top-quality loans to individuals whose financial credentials are well known to the Company. These loans and leases have excellent sources of repayment, are well documented and/or virtually free of risk (i.e., CD secured loans).

Grade 2 – Quality Loans and Leases

These loans and leases have excellent sources of repayment with no identifiable risk of collection, and they conform in all respects to Company policy and IDFI and FDIC regulations. Documentation exceptions are minimal or are in the process of being corrected and not of a type that could subsequently expose the Company to risk of loss.

Grade 3 – Acceptable Loans

This category is for “average” quality loans and leases. These loans and leases have adequate sources of repayment with little identifiable risk of collection and they conform to Company policy and IDFI/FDIC regulations.

Grade 4 – Acceptable but Monitored

Loans and leases in this category may have a greater than average risk due to financial weakness or uncertainty but do not appear to require classification as special mention or substandard loans. Loans and leases rated “4” need to be monitored on a regular basis to ascertain that the reasons for placing them in this category do not advance or worsen.

Grade 5 – Special Mention

Loans and leases in this category have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or lease or in the Company’s credit position at some future date. Special Mention loans and leases are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification. This special mention rating is designed to identify a specific level of risk and concern about an asset’s quality. Although a special mention loan or lease has a higher probability of default than a pass rated loan or lease, its default is not imminent.

Grade 6 – Substandard

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

Substandard loans and leases have a high probability of payment default, or they have other well-defined weaknesses. Such loans and leases have a distinct potential for loss; however, an individual loan’s or lease’s potential for loss does not have to be distinct for the loan or lease to be rated substandard.

The following are examples of situations that might cause a loan or lease to be graded a “6”:

•Cash flow deficiencies (losses) jeopardize future loan or lease payments.

•Sale of non-collateral assets has become a primary source of loan or lease repayment.

•The relationship has deteriorated to the point that sale of collateral is now the Company’s primary source of repayment, unless this was the original source of loan or lease repayment.

•The borrower is bankrupt or for any other reason future repayment is dependent on court action.

Grade 7 – Doubtful

A loan or lease classified as doubtful has all the weaknesses inherent in one classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of current existing facts, conditions, and values, highly questionable and improbable. A doubtful loan or lease has a high probability of total or substantial loss. Doubtful borrowers are usually in default, lack adequate liquidity or capital, and lack the resources necessary to remain an operating entity. Because of high probability of loss, nonaccrual accounting treatment will be required for doubtful loans and leases.

Grade 8 – Loss

Loans and leases classified loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the loan or lease has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off the loan or lease even though partial recovery may be effected in the future.

No material changes have been made to the risk characteristics discussed above contained in the Company's 2024 Form 10-K.

The following tables present the credit risk profile of the Company’s loan and lease portfolio based on rating category, payment activity, and origination year as of March 31, 2025 and rating category as of December 31, 2024:


	2025		2024		2023		2022		2021		Prior		Revolving loans amortized cost basis		Total
As of March 31, 2025:
Commercial mortgage
Pass	$	20,860	$	24,583	$	33,013	$	92,417	$	55,771	$	120,294	$	28,797	$	375,735

Substandard	—		—		—		—		7,089		4,692		—		11,781
Total Commercial mortgage	20,860		24,583		33,013		92,417		62,860		124,986		28,797		387,516
Current period gross charge-offs	—		—		—		—		—		—		—		—
Commercial and industrial
Pass	11,031		17,641		27,952		9,134		10,650		11,409		46,221		134,038
Special Mention	—		—		—		—		—		137		502		639
Substandard	—		—		—		258		—		34		1,555		1,847
Total Commercial and industrial	11,031		17,641		27,952		9,392		10,650		11,580		48,278		136,524
Current period gross charge-offs	—		—		—		—		—		—		—		—
Construction and development
Pass	1,167		20,967		35,444		25,386		11,950		139		—		95,053
Substandard	—		—		—		—		—		4,900		—		4,900
Total Construction and development	1,167		20,967		35,444		25,386		11,950		5,039		—		99,953
Current period gross charge-offs	—		—		—		—		—		—		—		—
Multi-family
Pass	—		18,652		9,524		58,887		57,076		30,391		32,063		206,593
Special Mention	—		—		—		—		1,435		3,457		—		4,892
Total Multi-family	—		18,652		9,524		58,887		58,511		33,848		32,063		211,485
Current period gross charge-offs	—		—		—		—		—		—		—		—
Residential mortgage
Pass	5,450		21,116		33,657		27,673		27,656		52,971		2,961		171,484
Substandard	—		—		34		—		345		751		—		1,130
Total Residential mortgage	5,450		21,116		33,691		27,673		28,001		53,722		2,961		172,614
Current period gross charge-offs	—		—		—		—		—		—		—		—
Home equity
Pass	154		—		231		—		57		—		17,660		18,102
Substandard	—		—		—		—		—		—		13		13
Total Home equity lines of credit	154		—		231		—		57		—		17,673		18,115
Current period gross charge-offs	—		—		—		—		—		—		—		—
Direct financing leases
Pass	14,627		49,380		47,624		22,022		8,925		2,508		—		145,086
Substandard	—		108		319		150		111		8		—		696
Doubtful	—		—		232		—		45		8		—		285
Total Direct financing leases	14,627		49,488		48,175		22,172		9,081		2,524		—		146,067
Current period gross charge-offs	—		52		339		103		17		7		—		518
Consumer
Pass	1,490		6,134		5,554		4,519		1,829		658		—		20,184
Substandard	—		11		2		—		46		—		—		59
Total Consumer	1,490		6,145		5,556		4,519		1,875		658		—		20,243
Current period gross charge-offs	28		—		—		12		—		—		—		40

Total Loans and Leases	$	54,779	$	158,592	$	193,586	$	240,446	$	182,985	$	232,357	$	129,772	$	1,192,517
Total current period gross charge-offs	$	28	$	52	$	339	$	115	$	17	$	7	$	—	$	558


	2024		2023		2022		2021		2020		Prior		Revolving loans amortized cost basis		Total
As of December 31, 2024:
Commercial mortgage
Pass	$	22,469	$	40,634	$	82,254	$	65,852	$	31,382	$	90,763	$	33,393	$	366,747

Substandard	—		—		—		234		4,724		—		—		4,958
Total Commercial mortgage	22,469		40,634		82,254		66,086		36,106		90,763		33,393		371,705
Current period gross charge-offs	—		—		—		—		—		—		—		—
Commercial and industrial
Pass	18,197		28,998		9,866		11,111		2,703		9,648		44,026		124,549

Substandard	—		—		282		—		—		35		1,501		1,818
Total Commercial and industrial	18,197		28,998		10,148		11,111		2,703		9,683		45,527		126,367
Current period gross charge-offs	—		—		—		—		—		16		—		16
Construction and development
Pass	20,811		44,837		43,691		18,185		30		116		—		127,670
Substandard	—		—		—		—		—		4,900		—		4,900
Total Construction and development	20,811		44,837		43,691		18,185		30		5,016		—		132,570
Current period gross charge-offs	—		—		—		—		—		—		—		—
Multi-family
Pass	7,252		3,789		61,936		50,178		6,195		24,845		26,751		180,946
Special Mention	—		—		—		1,461		3,457		—		—		4,918
Total Multi-family	7,252		3,789		61,936		51,639		9,652		24,845		26,751		185,864
Current period gross charge-offs	—		—		—		—		—		—		—		—
Residential mortgage
Pass	22,614		33,949		28,498		28,302		16,239		39,174		2,513		171,289
Substandard	—		35		—		450		—		870		—		1,355
Total Residential mortgage	22,614		33,984		28,498		28,752		16,239		40,044		2,513		172,644
Current period gross charge-offs	—		—		—		—		—		10		—		10
Home equity
Pass	18		198		—		57		—		—		16,539		16,812
Substandard	—		—		—		—		—		—		14		14
Total Home equity lines of credit	18		198		—		57		—		—		16,553		16,826
Current period gross charge-offs	—		—		—		—		—		—		—		—
Direct financing leases
Pass	53,286		53,601		25,447		11,381		3,336		329		—		147,380
Substandard	127		318		175		40		28		—		—		688
Doubtful	—		9		—		7		18		—		—		34
Total Direct financing leases	53,413		53,928		25,622		11,428		3,382		329		—		148,102
Current period gross charge-offs	—		741		592		325		72		1		—		1,731
Consumer
Pass	6,807		6,272		5,200		2,088		438		314		—		21,119
Substandard	—		3		47		49		—		—		—		99
Total Consumer	6,807		6,275		5,247		2,137		438		314		—		21,218
Current period gross charge-offs	47		89		114		32		—		3		—		285

Total Loans and Leases	$	151,581	$	212,643	$	257,396	$	189,395	$	68,550	$	170,994	$	124,737	$	1,175,296
Total current period gross charge-offs	$	47	$	830	$	706	$	357	$	72	$	30	$	—	$	2,042

For the three months ended March 31, 2025 and December 31, 2024, the Company did not have any revolving loans convert to term loans.

The following tables present the Company’s loan and lease portfolio aging analysis of the recorded investment in loans and leases as of March 31, 2025 and December 31, 2024:


	March 31, 2025
	Delinquent Loans and Leases								Current		Total Portfolio Loans and Leases		Total Loans and Leases > 90 Days Accruing
	30-59 Days Past Due		60-89 Days Past Due		90 Days and Over		Total Past Due

Commercial mortgage	$	805	$	—	$	215	$	1,020	$	386,496	$	387,516	$	215
Commercial and industrial	78		22		111		211		136,313		136,524		111
Construction and development	—		—		4,900		4,900		95,053		99,953		—
Multi-family	—		—		—		—		211,485		211,485		—
Residential mortgage	607		410		1,129		2,146		170,468		172,614		1,053
Home equity	328		—		13		341		17,774		18,115		13
Direct financing leases	325		317		248		890		145,177		146,067		248
Consumer	192		180		59		431		19,812		20,243		59

Totals	$	2,335	$	929	$	6,675	$	9,939	$	1,182,578	$	1,192,517	$	1,699


	December 31, 2024
	Delinquent Loans and Leases								Current		Total Portfolio Loans and Leases		Total Loans and Leases > 90 Days Accruing
	30-59 Days Past Due		60-89 Days Past Due		90 Days and Over		Total Past Due

Commercial mortgage	$	101	$	216	$	—	$	317	$	371,388	$	371,705	$	—
Commercial and industrial	419		—		—		419		125,948		126,367		—
Construction and development	429		240		4,900		5,569		127,001		132,570		—
Multi-family	—		—		—		—		185,864		185,864		—
Residential mortgage	781		540		1,356		2,677		169,967		172,644		1,261
Home equity	11		58		14		83		16,743		16,826		14
Direct financing leases	673		362		340		1,375		146,727		148,102		340
Consumer	108		183		99		390		20,828		21,218		99

Totals	$	2,522	$	1,599	$	6,709	$	10,830	$	1,164,466	$	1,175,296	$	1,714

The following table presents information on the Company’s nonaccrual loans and leases at March 31, 2025 and December 31, 2024:


	March 31, 2025				December 31, 2024
	Nonaccrual loans and leases		Nonaccrual loans and leases without an allowance for credit losses		Nonaccrual loans and leases		Nonaccrual loans and leases without an allowance for credit losses


Commercial and industrial	$	34	$	—	$	35	$	—
Construction and development	4,900		—		4,900		—
Residential mortgage	76		76		94		94
Direct financing leases	285		285		34		34
Total nonaccrual loans and leases	$	5,295	$	361	$	5,063	$	128

During the three months ended March 31, 2025 and December 31, 2024, the Company recognized $1,000 and $1,000 of interest income on nonaccrual loans and leases, respectively.

The following tables present the Company's amortized cost basis of collateral dependent loans, and their respective collateral type, which are individually analyzed to determine expected credit losses as of March 31, 2025 and December 31, 2024:


	March 31, 2025
	Commercial Real Estate		Multi-family Housing		Residential Real Estate		Other		Total		Allowance on Collateral Dependent Loans

Commercial mortgage	$	11,551	$	—	$	—	$	—	$	11,551	$	—
Commercial and industrial	—		—		—		2,196		2,196		—
Construction and development	4,900		—		—		—		4,900		1,000
Multi-family	—		1,435		—		—		1,435		—
Residential mortgage	—		—		125		—		125		—

Total	$	16,451	$	1,435	$	125	$	2,196	$	20,207	$	1,000


	December 31, 2024
	Commercial Real Estate		Multi-family Housing		Residential Real Estate		Other		Total		Allowance on Collateral Dependent Loans

Commercial mortgage	$	4,724	$	—	$	—	$	—	$	4,724	$	—
Commercial and industrial	—		—		—		1,501		1,501		—
Construction and development	4,900		—		—		—		4,900		1,000
Multi-family	—		1,461		—		—		1,461		—
Residential mortgage	—		—		143		—		143		—

Total	$	9,624	$	1,461	$	143	$	1,501	$	12,729	$	1,000

Loan/Lease Modification Disclosures under ASU 2022-02

In certain situations, the Company may modify the terms of a loan or lease to a borrower experiencing financial difficulty. These modifications may include payment delays, term extensions, or interest-rate reductions. In some cases, combinations of modifications may be made to the same loan or lease. If a determination is made that a modified loan or lease has been deemed uncollectible, the loan or lease (or portion of the loan or lease) is charged-off, reducing the amortized cost basis of the loan or lease and adjusting the allowance for credit losses. During the three months ended March 31, 2025 and 2024 the Company had no new modifications to borrowers experiencing financial difficulty.

There were no modified loans or leases that had a payment default during the three months ended March 31, 2025 or 2024, and that were modified in the twelve months prior to that default by borrowers experiencing financial difficulty.

Other Real Estate Owned

Other real estate owned is included in other assets on the Condensed Consolidated Balance Sheets. At both March 31, 2025 and December 31, 2024 there was $37,000 of other real estate owned, consisting of foreclosed residential real estate properties. At both March 31, 2025 and December 31, 2024, the recorded investment in consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process was $275,000.

Direct Financing Leases

The following lists the components of the net investment in direct financing leases:


	March 31, 2025		December 31, 2024

Total minimum lease payments to be received	$	167,027	$	168,934
Initial direct costs	9,058		9,360
	176,085		178,294
Less: Unearned income	(30,018)		(30,192)

Net investment in direct finance leases	$	146,067	$	148,102

The following table summarizes the future minimum lease payments receivable subsequent to March 31, 2025:


Remainder of 2025	$	49,563
2026	53,281
2027	36,235
2028	20,164
2029	7,261
Thereafter	523

	$	167,027

Allowance for Credit Losses on Loans and Leases

The allowance for credit losses on loans and leases is established for current expected credit losses on the Company's loan and lease portfolios in accordance with ASC Topic 326. This requires significant judgement to estimate credit losses measured on a collective pool basis when similar risk characteristics exist, and for loans evaluated individually. The Company estimates expected future losses for the loan's entire contractual term, taking into account expected payments when appropriate. The allowance is an estimation based on management's evaluation of expected losses related to the Company's financial assets measured at amortized cost. It considers relevant available information from internal and external sources relating to the

historical loss experience, current conditions and reasonable and supportable forecasts for the Company's outstanding loan and lease balances.

The Company utilizes a cash flow ("CF") analysis method of estimating expected losses, which relies on key inputs and assumptions. Significant factors affecting the calculation are the segmenting of loans and leases based upon similar risk characteristics, applied loss rates based upon reasonable and supportable forecasts, and contractual term adjustments, including prepayment and curtailment adjustments. To ensure the allowance is maintained at an adequate level, a detailed analysis is performed on a quarterly basis, with an appropriate provision made to adjust the allowance.

The Company has elected to exclude accrued interest receivable from the calculation of the allowance for credit losses, as it is the Company's policy to write off accrued interest in a timely manner as it is deemed uncollectible by reversing interest income.

The Company categorizes its loan portfolios into eight segments, as discussed above, based on similar risk characteristics. Loans within each segment are collectively evaluated using either a CF methodology or remaining life methodology. When estimating for credit loss, the Company forecasts the first four quarters of the credit loss estimate and reverts to a long-run average of each considered factor. The Company developed its reasonable and supportable forecasts using economic data, such as national gross domestic product ("GDP") and unemployment rate.

Qualitative adjustments are applied to each collectively segmented pool to appropriately capture differences in current or expected qualitative risk characteristics. When evaluating the estimation for expected credit losses, the Company evaluates these qualitative adjustments for any changes in:

•lending policies, procedures, and strategies,

•the nature and volume of the loan and lease portfolio,

•international, national, regional, and local conditions,

•the experience, depth, and ability of lending management,

•the volume and severity of past due loans,

•the quality of the loan review system,

•the underlying collateral,

•concentration risk, and

•the effect of other external factors.

The following tables summarize changes in the allowance for credit losses by segment for the three months ended March 31, 2025 and 2024, respectively:


	Balances, December 31, 2024		Provision for (reversal of) credit losses		Charge-offs		Recoveries		Balances, March 31, 2025

Commercial mortgage	$	4,486	$	248	$	—	$	—	$	4,734
Commercial and industrial	1,483		138		—		2		1,623
Construction and development	2,243		(242)		—		—		2,001
Multi-family	2,660		147		—		—		2,807
Residential mortgage	1,910		(29)		—		20		1,901
Home equity	184		12		—		—		196
Direct financing leases	2,469		409		(518)		107		2,467
Consumer	356		—		(40)		33		349
Total	$	15,791	$	683	$	(558)	$	162	$	16,078


	Balances, December 31, 2023		Provision for (reversal of) credit losses		Charge-offs		Recoveries		Balances, March 31, 2024

Commercial mortgage	$	4,655	$	(29)	$	—	$	—	$	4,626
Commercial and industrial	1,281		48		—		61		1,390
Construction and development	3,883		17		—		—		3,900
Multi-family	1,789		117		—		—		1,906
Residential mortgage	1,681		45		(10)		4		1,720
Home equity	102		11		—		—		113
Direct financing leases	1,955		246		(357)		24		1,868
Consumer	317		31		(72)		26		302
Total	$	15,663	$	486	$	(439)	$	115	$	15,825

The allowance for credit losses on loans and leases increased from $15.8 million at December 31, 2024, to $16.1 million at March 31, 2025. The increase was attributable to provisions for credit losses totaling $683,000 during the first quarter of 2025, partially offset by net charge-offs of $395,000. Set forth below is a segment analysis of the loan and lease portfolio reflecting the change in the allowance for each segment, due to the change in the amount of each segment.

•Commercial Mortgage – allowance increased due to loan balances increasing $15.8 million.

•Commercial & Industrial – allowance increased due to loan balances increasing $10.2 million.

•Construction & Development – allowance decreased due to loan balances decreasing $32.6 million.

•Multi-Family – allowance increased due to loan balances increasing $25.6 million.

•Residential Mortgage – allowance decreased due to loan balances decreasing $30,000.

•Home Equity – allowance increased due to loan balances increasing $1.3 million.

•Direct Financing Leases – allowance decreased due to loan balances decreasing $2.0 million.

•Consumer – allowance decreased due to loan balances decreasing $975,000.

Our commercial loan portfolio, consisting of commercial and multi-family real estate loans, commercial and industrial loans, and construction loans, represented 70.1% and 69.5% of our portfolio as of March 31, 2025 and December 31, 2024, respectively. The allowance for credit losses on loans and leases allocated to the commercial loan portfolio represented 69.4% and 68.9% of our total allowance at March 31, 2025 and December 31, 2024, respectively.

Economic Outlook

Due to the future-focused nature of the calculation for the allowance for credit losses, management must make significant assumptions. Estimating an appropriate allowance requires management to use relevant forward-looking information drawn from reasonable and supportable forecasts. Economic factors are a consequential part of these forecasts, and as such are evaluated periodically for developments that may impact the Company's allowance for credit losses and loan and lease portfolio.

As of March 31, 2025 there are several key economic factors affecting the Company's loan and lease portfolio. These economic factors include persistent inflation, weakening economic growth, and unemployment. In addition, geopolitical uncertainty and risks associated with tariffs have significant indirect and direct impacts on supply chains and price increases. These key factors will continue to influence the Company's loan and lease portfolio for the near future.

The Company remains committed to three growth market regions: Columbus, Ohio, Cincinnati/Dayton/Springfield, Ohio, and Indianapolis, Indiana. As high-growth areas, these market regions specialize in commercial real estate loans. Their respective forecasts are described below:

•Columbus, Ohio – The market region forecasts an overall estimated job growth of 1% in 2025. This is slightly below national projections. Unemployment rates were slightly above the national unemployment average in the first quarter of 2025. However, city officials have announced multiple large multi-million dollar construction projects for the market region.

•Dayton/Springfield, Ohio – The market region forecasts slight estimated job growth in 2025, however the unemployment rate is slightly above the national unemployment average. As of the first quarter of 2025, there were an additional 2.3 million square feet of new construction in process. Additionally, the two new interstate improvement projects of approximately $70 million were announced for the market region.

•Indianapolis, Indiana – The market region is forecasting positive job growth in 2025. In 2024, the market region experienced continuous and balanced economic growth. Subsequently, based upon similar growth patterns driven primarily by the expanding labor market, retail sales growth, and increasing median household incomes, the outlook for the region is favorable. The unemployment rate was slightly below the national unemployment average in the first quarter of 2025.

The economic outlook is significantly more complex and uncertain at best, thus creating a challenging economic environment requiring heightened vigilance and adaptability by the Company. There are a myriad of potential outcomes, and the variances may be significant and unpredictable.

Future potential economic volatility may have a significant impact on the Company's loan and lease portfolio, specifically the allowance for credit losses. As a result, the Company's future estimates may fluctuate for the remainder of 2025.

Allowance for Credit Losses on Unfunded Commitments

The allowance for credit losses on unfunded commitments is included in other liabilities on the Condensed Consolidated Balance Sheets. The estimate of expected losses on unfunded commitments is calculated based on the loss rate for the loan or lease segment in which the loan or lease commitments would be classified if funded, adjusted for the estimate of funding probability. Adjustments to the allowance, either additional provisions or reversals, are recorded in the provision for (reversal of) credit losses in the Condensed Consolidated Statements of Income.

The following tables detail activity in the allowance for credit losses on unfunded commitments during the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
	2025		2024

Beginning balance	$	558	$	1,642
Provision for (reversal of) credit losses	48		(303)
Ending balance	$	606	$	1,339

Note 5: Fair Value of Financial Instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:

Level 1 Quoted prices in active markets for identical assets or liabilities

Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs supported by little or no market activity that are significant to the fair value of the assets or liabilities

Recurring Measurements

The following tables present the fair value measurements of assets recognized in the Condensed Consolidated Balance Sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at March 31, 2025 and December 31, 2024:


			Fair Value Measurements Using
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

March 31, 2025
Available for sale securities
U.S. Treasury securities	$	2,533	$	2,533	$	—	$	—
SBA Pools	3,540		—		3,540		—
Federal agencies	13,623		—		13,623		—
State and municipal obligations	128,214		—		128,214		—
Mortgage-backed securities - GSE residential	98,800		—		98,800		—
Corporate obligations	9,391		—		9,391		—

	$	256,101	$	2,533	$	253,568	$	—


			Fair Value Measurements Using
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

December 31, 2024
Available for sale securities
U.S. Treasury securities	$	3,161	$	3,161	$	—	$	—
SBA Pools	3,700		—		3,700		—
Federal agencies	13,334		—		13,334		—
State and municipal obligations	130,359		—		130,359		—
Mortgage-backed securities - GSE residential	98,313		—		98,313		—
Corporate obligations	9,325		—		9,325		—

	$	258,192	$	3,161	$	255,031	$	—

Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a recurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy. There have been no significant changes in the valuation techniques during the three months ended March 31, 2025.

Available for Sale Securities

Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy, which includes equity securities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. Level 2 securities include agency securities, obligations of state and political subdivisions, and mortgage-backed securities. Matrix pricing is a mathematical

technique widely used in the banking industry to value investment securities without relying exclusively on quoted prices for specific investment securities but rather relying on the investment securities’ relationship to other benchmark quoted investment securities. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.

Nonrecurring Measurements

As of March 31, 2025 and December 31, 2024, there were no assets or liabilities measured at fair value on a nonrecurring basis.

Fair Value of Financial Instruments

The following tables present estimated fair values of the Company’s financial instruments at March 31, 2025 and December 31, 2024:


			Fair Value Measurements Using
	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
March 31, 2025
Financial assets
Cash and cash equivalents	$	27,032	$	27,032	$	—	$	—
Interest-earning time deposits	300		—		300		—
Available for sale securities	256,101		2,533		253,568		—
Held to maturity securities	2,932		—		2,845		—
Loans held for sale	388		—		—		388
Loans and leases receivable, net	1,175,833		—		—		1,125,344
FHLB stock	13,907		—		13,907		—
Interest receivable	6,060		—		6,060		—
Financial liabilities
Deposits	1,105,662		—		1,107,259		—
FHLB advances	274,000		—		274,013		—
Interest payable	3,702		—		3,702		—


			Fair Value Measurements Using
	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
December 31, 2024
Financial assets
Cash and cash equivalents	$	21,757	$	21,757	$	—	$	—
Interest-earning time deposits	300		—		300		—
Available for sale securities	258,192		3,161		255,031		—
Held to maturity securities	3,498		—		3,421		—
Loans held for sale	1,093		—		—		1,093
Loans and leases receivable, net	1,158,879		—		—		1,099,274
FHLB stock	13,907		—		13,907		—
Interest receivable	6,030		—		6,030		—
Financial liabilities
Deposits	1,093,940		—		1,095,961		—
FHLB advances	265,000		—		264,162		—
Interest payable	4,832		—		4,832		—

Note 6: Earnings per Share

Basic EPS is computed by dividing net income allocated to common stock by the weighted average number of common shares outstanding during the period which excludes the participating securities. Diluted EPS includes the dilutive effect of additional potential common shares from stock compensation awards, but excludes awards considered participating securities. ESOP shares are not considered outstanding for EPS until they are earned. The following table presents the computation of basic and diluted EPS for the periods indicated:


	Three Months Ended March 31,
	2025		2024

Net income	$	1,968	$	2,369
Shares outstanding for Basic EPS:
Average shares outstanding	10,712,912		11,170,354
Less: average restricted stock award shares not vested	83,379		167,158
Less: average unearned ESOP Shares	788,885		842,993
Shares outstanding for Basic EPS	9,840,648		10,160,203

Additional Dilutive Shares	243,649		69,477

Shares outstanding for Diluted EPS	10,084,297		10,229,680

Basic Earnings Per Share	$	0.20	$	0.23
Diluted Earnings Per Share	$	0.20	$	0.23

Note 7: Benefit Plans

401(k)

The Company has a retirement savings 401(k) plan, in which substantially all employees may participate. The Company matches employees' contributions at the rate of 50 percent for the first six percent of base salary contributed by participants. The Company’s expense for the plan was $65,000 and $68,000 for the three months ended March 31, 2025 and 2024, respectively.

Employee Stock Ownership Plan

As part of the reorganization and related stock offering, the Company established an Employee Stock Ownership Plan, or ESOP, covering substantially all employees. The ESOP acquired 1,082,130 shares of Company common stock at an average price of $13.59 per share on the open market with funds provided by a loan from the Company. Dividends on unallocated shares used to repay the loan for the Company are recorded as a reduction of the loan or accrued interest, as applicable. Dividends on allocated shares paid to participants are reported as compensation expense. Unearned ESOP shares which have not yet been allocated to ESOP participants are excluded from the computation of average shares outstanding for earnings per share calculation. Accordingly, 775,509 and 789,035 shares of common stock acquired by the ESOP were shown as a reduction of stockholders’ equity at March 31, 2025 and December 31, 2024, respectively. Shares are released to participants proportionately as the loan is repaid.

ESOP expense for the three months ended March 31, 2025 and 2024 was $178,000 and $154,000, respectively.


	March 31, 2025		December 31, 2024

Earned ESOP shares	306,621		293,095
Unearned ESOP shares	775,509		789,035
Total ESOP shares	1,082,130		1,082,130

Quoted per share price	$	12.80	$	14.15
Fair value of earned shares (in thousands)	$	3,925	$	4,147
Fair value of unearned shares (in thousands)	$	9,927	$	11,165

Richmond Mutual Bancorporation, Inc. 2020 Equity Incentive Plan

On September 15, 2020, the Company's stockholders approved the Richmond Mutual Bancorporation, Inc. 2020 Equity Incentive Plan ("2020 EIP") which provides for the grant to eligible participants of up to (i) 1,352,662 shares of Company common stock to be issued upon the exercise of stock options and stock appreciation rights and (ii) 541,065 shares of Company common stock to participants as restricted stock awards (which may be in the form of shares of common stock or share units giving the participant the right to receive shares of common stock at a specified future date).

Restricted Stock Awards. On October 1, 2020, the Company awarded 449,086 shares of common stock under the 2020 EIP with a grant date fair value of $10.53 per share (total fair value of $4.7 million at issuance) to eligible participants. On April 1, 2021, the Company awarded an additional 4,000 shares of common stock under the 2020 EIP with a grant date fair value of $13.86 (total fair value of $55,000 at issuance) to eligible participants. These awards vest in five equal annual installments with the first vesting occurring on June 30, 2021. Forfeited shares may be awarded to other eligible recipients in future grants until the 2020 EIP terminates in September 2030.

The following table summarizes the restricted stock award activity in the 2020 EIP during the three months ended March 31, 2025.


	Three Months Ended March 31, 2025
	Number of Restricted Shares	Weighted Average Grant Date Fair Value

Non-vested, beginning of period	83,379	$	10.55
Granted	—	—
Vested	—	—
Forfeited	—	—
Non-vested, March 31, 2025	83,379	10.55

Total compensation cost recognized in the Condensed Consolidated Statements of Income for restricted stock awards during the three months ended March 31, 2025 and 2024 was $217,000 and $219,000, and the related tax benefit recognized was $46,000 and $46,000, respectively. As of March 31, 2025, unrecognized compensation expense related to restricted stock awards was $217,000.

Stock Option Plan. On October 1, 2020, the Company awarded options to purchase 1,095,657 of common stock under the 2020 EIP with an exercise price of $10.53 per share, the fair value of a share of the Company's common stock on the date of grant, to eligible participants. On April 1, 2021, the Company awarded options to purchase 8,000 shares of common stock under the 2020 EIP with an exercise price of $13.86 per share, the fair value of a share of the Company's common stock on the date of the grant, to eligible participants. These options awarded vest in five equal annual installments with the first vesting having occurred on June 30, 2021. Forfeited options are available to be awarded in future grants until the 2020 EIP terminates in September 2030.

The following table summarizes the stock option activity in the 2020 EIP during the three months ended March 31, 2025.


	Three Months Ended March 31, 2025
	Number of Shares	Weighted-Average Exercise Price

Balance at beginning of period	1,016,497	$	10.55
Granted	—	—
Exercised	—	—
Forfeited/expired	—	—
Balance, March 31, 2025	1,016,497	10.55
Exercisable at end of period	812,401	$	10.55

The fair value of options granted is estimated on the date of the grant using a Black Scholes model with the following assumptions:


	April 1, 2021
Dividend yields	1.90	%
Volatility factors of expected market price of common stock	26.98	%
Risk-free interest rates	1.16	%
Expected life of options	6.1 years

A summary of the status of the Company stock option shares as of March 31, 2025 is presented below.


	Shares	Weighted Average Grant Date Fair Value

Non-vested, beginning of year	204,096	$	2.91
Vested	—	—
Granted	—	—
Forfeited	—	—
Non-vested, March 31, 2025	204,096	$	2.91

Total compensation cost recognized in the Condensed Consolidated Statements of Income for option-based payment arrangements for the three months ended March 31, 2025 and 2024 was $146,000 and $148,000, and the related tax benefit recognized was $16,000 and $16,000, respectively. As of March 31, 2025, unrecognized compensation expense related to the stock option awards was $146,000.

Note 8: Qualified Affordable Housing Investments

The Company has investments in certain limited partnerships that fund affordable housing projects and provide the Company with low income housing tax credits ("LIHTC"). At March 31, 2025 and December 31, 2024, the balance of these investments in LIHTC totaled $907,000 and $951,000, respectively. These balances are reflected in the other assets line of the Condensed Consolidated Balance Sheets. The assets are amortized as a component of the provision for income taxes.

The following table summarizes the amortization expense and tax credits recognized for the Company's LIHTC investments for the three months ended March 31, 2025 and 2024.


	Three Months Ended March 31,
	2025		2024

Amortization expense	$	44	$	44
Tax credits recognized	47		47

Note 9: Segment Information

The Company has one reportable segment: community banking. The Company's reportable segment is determined by the Chief Executive Officer, who serves as the chief operating decision maker ("CODM"), based on information regarding the Company's products and services. The CODM evaluates the financial performance of the Company's business components by assessing revenue streams, significant expenses, and budget-to-actual results.

The Company's primary source of revenue is providing banking services to its customers. Significant expenses associated with banking operations include interest expense, credit loss expense, and salaries and employee benefits. The CODM evaluates performance, directs resource allocation, and makes key operating decisions based on consolidated net income reported in the Condensed Consolidated Statements of Income. Segment assets are measured based on total consolidated assets as reported in the Condensed Consolidated Balance Sheets.

Note 10: Subsequent Event

Subsequent to March 31, 2025 through May 9, 2025, the Company purchased 82,776 shares of the Company's common stock pursuant to the existing stock repurchase program, leaving 65,472 shares available for future repurchase.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

Management’s discussion and analysis of financial condition of the Richmond Mutual Bancorporation, Inc. (the “Company”) at March 31, 2025, and the consolidated results of operations for the three month period ended March 31, 2025, compared to the same period in 2024, is intended to assist in understanding the financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto appearing in Part I, Item 1, of this Form 10-Q.

The terms “we,” “our,” “us,” or the “Company” refer to Richmond Mutual Bancorporation, Inc. and its consolidated direct and indirect subsidiaries, including First Bank Richmond, which we sometimes refer to as the “Bank,” unless the context otherwise requires.

Cautionary Note Regarding Forward-Looking Statements

Certain matters in this Form 10-Q may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, are based on certain assumptions and are generally identified by use of words such as “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook,” or similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would,” and “could.” These forward-looking statements include, but are not limited to:

•statements of our goals, intentions and expectations;

•statements regarding our business plans, prospects, growth and operating strategies;

•statements regarding the quality of our loan and investment portfolios; and

•estimates of our risks and future costs and benefits.

You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. These forward-looking statements are based on our current beliefs and expectations and, by their nature, are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.

Important factors that could cause our actual results to differ materially from the results anticipated or projected include, but are not limited to, the following:

•adverse impacts to economic conditions in our local market areas and other markets where we have lending relationships;

•effects of employment levels, labor shortages and inflation, a recession, or slowed economic growth;

•changes in the interest rate environment, including increases or decreases in the Board of Governors of the Federal Reserve System (the "Federal Reserve") benchmark rate and the duration of such changed levels;

•the impact of inflation and the Federal Reserve monetary policies;

•effects of any federal government shutdown;

•changes in the level and direction of loan or lease delinquencies and write-offs and changes in estimates of the adequacy of the allowance for credit losses;

•our ability to access cost-effective funding including maintaining the confidence of depositors;

•unexpected outflows of uninsured deposits may require us to sell investment securities at a loss;

•fluctuations in real estate values, and residential, commercial, and multi-family real estate market conditions;

•demand for loans and deposits in our market area;

•our ability to implement and change our business strategies;

•competition among depository and other financial institutions and equipment financing companies;

•bank failures or other adverse developments at banks and related negative press about the banking industry in general on investor and depositor sentiment;

•inflation and changes in the interest rate environment that reduce our margins and yields, our mortgage banking revenues, the fair value of financial instruments or our level of loan originations, or increase the level of defaults, losses and prepayments on our loans and leases;

•adverse changes in the securities or secondary mortgage markets;

•changes in the quality or composition of our loan, lease or investment portfolios;

•our ability to keep pace with technological changes, including our ability to identify and address cyber-security risks such as data security breaches, "denial of service" attacks, "hacking" and identity theft, and other attacks on our information technology systems or on our third-party vendors;

•results of examinations by regulatory authorities and potential requirements to increase credit loss allowances, write-down assets, reclassify assets, change our regulatory capital position, or affect our liquidity and earnings;

•the inability of third-party providers to perform as expected;

•our ability to manage market risk, credit risk and operational risk in the current economic environment;

•our ability to enter new markets successfully and capitalize on growth opportunities;

•our ability to attract and retain key employees;

•our compensation expense associated with equity allocated or awarded to our employees;

•changes in the financial condition, results of operations or future prospects of issuers of securities that we own;

•our ability to successfully integrate into our operations any assets, liabilities, customers, systems and management personnel we may acquire and our ability to realize related revenue synergies and cost savings within expected time frames, and any goodwill charges related thereto;

•changes in consumer spending, borrowing and savings habits;

•changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission ("SEC") or the Public Company Accounting Oversight Board, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods;

•legislative or regulatory changes, including changes in banking, securities, tax law, regulatory policies, and principles;

•our ability to pay dividends on our common stock;

•the potential for new or increased tariffs, trade restrictions, or geopolitical tensions that could affect economic activity or specific industry sectors;

•other economic, competitive, governmental, regulatory, and technical factors affecting our operations, pricing, products and services;

•the effects of climate change, severe weather, natural disasters, pandemics, epidemics and other public health crises, acts of war or terrorism, civil unrest, and other external events; and

•the other risks detailed in this report and from time to time in our other filings with the Securities and Exchange Commission ("SEC"), including our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”).

We undertake no obligation to publicly update or revise any forward-looking statements included in this report or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this report might not occur and you should not put undue reliance on any forward-looking statements.

Overview

The Company, a Maryland corporation, is a bank holding company for its wholly owned subsidiary, First Bank Richmond. Substantially all of the Company's business is conducted through First Bank Richmond. The Company is regulated by the Federal Reserve and the Indiana Department of Financial Institutions ("IDFI"). The Company's corporate office is located at 31 North 9th Street, Richmond, Indiana, and its telephone number is (765) 962-2581.

First Bank Richmond is an Indiana state-chartered commercial bank headquartered in Richmond, Indiana. The Bank was originally established in 1887 as an Indiana state-chartered mutual savings and loan association and in 1935 converted to a federal mutual savings and loan association, operating under the name First Federal Savings and Loan Association of Richmond. In 1993, the Bank converted to a state-chartered mutual savings bank and changed its name to First Bank Richmond, S.B. In 1998, the Bank, in connection with its non-stock mutual holding company reorganization, converted to a national bank charter operating as First Bank Richmond, National Association. In July 2007, Richmond Mutual Bancorporation-Delaware, the Bank’s then current holding company, acquired Mutual Federal Savings Bank headquartered in Sidney, Ohio. Mutual Federal Savings Bank was operated independently as a separately chartered, wholly owned subsidiary of Richmond Mutual Bancorporation-Delaware until 2016 when it was combined with the bank through an internal merger transaction that consolidated both banks into a single, more efficient commercial bank charter. In 2017, the Bank converted to an Indiana state-chartered commercial bank and changed its name to First Bank Richmond. The former Mutual Federal Savings Bank continues to operate in Ohio under the name Mutual Federal, a division of First Bank Richmond.

First Bank Richmond provides full banking services through its seven full- and one limited-service offices located in Cambridge City (1), Centerville (1), Richmond (5) and Shelbyville (1), Indiana, its five full-service offices located in Piqua (2), Sidney (2) and Troy (1), Ohio, and its loan production office in Columbus, Ohio. Administrative, trust and wealth management services are conducted through First Bank Richmond’s Corporate Office/Financial Center located in Richmond, Indiana. As an Indiana-chartered commercial bank, First Bank Richmond is subject to regulation by the IDFI and the Federal Deposit Insurance Corporation (“FDIC”).

Our principal business consists of attracting deposits from the general public, as well as brokered deposits, and investing those funds primarily in loans secured by commercial and multi-family real estate, first mortgages on owner-occupied, one- to four-family residences, a variety of consumer loans, direct financing leases and commercial and industrial loans. We also obtain funds by utilizing Federal Home Loan Bank (“FHLB”) advances. Funds not invested in loans generally are invested in investment securities, including mortgage-backed and mortgage-related securities and government sponsored agency and municipal bonds.

First Bank Richmond generates commercial, mortgage and consumer loans and leases and receives deposits from customers located primarily in Wayne and Shelby Counties, in Indiana and Shelby, Miami and Franklin (no deposits) Counties, in Ohio. We sometimes refer to these counties as our primary market area. First Bank Richmond’s loans are generally secured by specific items of collateral including real property, consumer assets and business assets. Our leasing operation consists of direct investments in equipment that we lease (referred to as direct finance leases) to small businesses located throughout the United States. Our lease portfolio consists of various kinds of equipment, generally technology-related, such as computer systems, medical equipment and general manufacturing, industrial, construction and transportation equipment. We seek leasing transactions where we believe the equipment leased is integral to the lessee's business. We also provide trust and wealth management services, including serving as executor and trustee under wills and deeds and as guardian and custodian of

employee benefits, and manage private investment accounts for individuals and institutions. Total wealth management assets under management and administration were $194.5 million at March 31, 2025.

Our results of operations are primarily dependent on net interest income. Net interest income is the difference between interest income, which is the income that is earned on loans and investments, and interest expense, which is the interest that is paid on deposits and borrowings. Other significant sources of pre-tax income are service charges (mostly from service charges on deposit accounts and loan servicing fees), and fees from sale of residential mortgage loans originated for sale in the secondary market. We also recognize income from the sale of investment securities.

Changes in market interest rates, the slope of the yield curve, and interest we earn on interest-earning assets or pay on interest-bearing liabilities, as well as the volume and types of interest-earning assets, interest-bearing and noninterest-bearing liabilities and shareholders’ equity, usually have the largest impact on changes in our net interest spread, net interest margin and net interest income during a reporting period.

At March 31, 2025, on a consolidated basis, we had $1.5 billion in assets, $1.2 billion in loans and leases, net of allowance, $1.1 billion in deposits, and $130.9 million in stockholders’ equity. At March 31, 2025, First Bank Richmond’s total risk-based capital ratio was 14.04%, exceeding the 10.0% requirement for a well-capitalized institution. For the three months ended March 31, 2025, net income was $2.0 million, compared with net income of $2.4 million for the three months ended March 31, 2024.

Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with GAAP. In doing so, we have to make estimates and assumptions. Our critical accounting estimates are those estimates that involve a significant level of uncertainty at the time the estimate was made, and changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. Accordingly, actual results could differ materially from our estimates. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. We have reviewed our critical accounting estimates with the audit committee of our Board of Directors.

There have been no significant changes during the three months ended March 31, 2025 to the critical accounting estimates reported in Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Form 10-K. See "Critical Accounting Estimates" included in Part II, Item 7 of our 2024 Form 10-K for a further discussion of our Critical Accounting Estimates.

Comparison of Financial Condition at March 31, 2025 and December 31, 2024

General. Total assets increased $17.9 million, or 1.2%, to $1.5 billion at March 31, 2025 from December 31, 2024. The increase was primarily the result of a $17.0 million, or 1.5%, increase in loans and leases, net of allowance for credit losses, to $1.2 billion, partially offset by a $2.7 million, or 1.0%, decrease in investment securities to $259.0 million at March 31, 2025.

Investment Securities. Investment securities available for sale totaled $256.1 million and $258.2 million, while investment securities held to maturity totaled $2.9 million and $3.5 million at March 31, 2025 and December 31, 2024, respectively. The $2.1 million, or 0.8%, decrease in investment securities available for sale was primarily due to maturities and principal repayments of $4.5 million, partially offset by a $1.6 million upward mark-to-market adjustment on the investment portfolio and purchases of securities of $1.0 million. The decrease in investment securities held to maturity was the result of scheduled principal repayments and maturities. The proceeds received from the maturities and repayments were primarily used to fund loan growth.

Loans and Leases. Loans and leases, net of allowance for credit losses on loans and leases, increased $17.0 million, or 1.5%, to $1.2 billion at March 31, 2025 from December 31, 2024. The increase in loans and leases was attributable to increases in multi-family, commercial real estate, and commercial and industrial loans of $25.6 million, $15.8 million, and $10.2 million, respectively. These increases were partially offset by a $32.6 million decrease in construction and development loans. At March 31, 2025, loans held for sale totaled $388,000, compared to $1.1 million at December 31, 2024.

Nonaccrual loans and leases totaled $5.3 million at March 31, 2025, compared to $5.1 million at December 31, 2024. The increase in nonaccrual loans and leases reflects a $250,000 increase in nonaccrual direct financing leases. Accruing loans

and leases past due 90 days or more totaled $1.7 million at both March 31, 2025 and December 31, 2024. Nonperforming loans and leases, consisting of nonaccrual loans and leases and accruing loans and leases 90 days or more past due, totaled $7.0 million, or 0.59% of total loans and leases, at March 31, 2025, compared to $6.8 million, or 0.58% of total loans and leases, at December 31, 2024.

Allowance for Credit Losses. The allowance for credit losses on loans and leases increased $287,000, or 1.8%, to $16.1 million at March 31, 2025 from December 31, 2024. At March 31, 2025, the allowance for credit losses on loans and leases totaled 1.35% of total loans and leases outstanding. The increase in the allowance was primarily due to changes in portfolio composition, primarily growth in commercial real estate, multi-family, and commercial and industrial loans, which generally carry higher reserve requirements relative to other segments. In addition, updated economic forecasts, including expectations for slowing GDP growth and rising unemployment, contributed to a more cautious provisioning approach. At December 31, 2024, the allowance for credit losses on loans and leases totaled $15.8 million, or 1.34% of total loans and leases outstanding. Net charge-offs during the first three months of 2025 totaled $395,000, and were primarily attributable to direct financing leases, compared to net charge-offs of $324,000 during the first three months of 2024.

Management regularly analyzes conditions within its geographic markets and evaluates its loan and lease portfolio. The Company evaluated its exposure to potential loan and lease losses as of March 31, 2025, which evaluation included consideration of a potential recession due to inflation, stock market volatility, and overall geopolitical tensions. Credit metrics are being reviewed and stress testing is being performed on the loan portfolio on an ongoing basis. For additional information on the allowance for credit losses, see "Allowance for Credit Losses on Loans and Leases" and "Economic Outlook" in "Note 4 Loans, Leases and Allowance" of the "Notes to Condensed Consolidated Financial Statements" in this report.

Other Assets. Other assets decreased $843,000, or 3.7%, to $21.6 million at March 31, 2025 from $22.5 million at December 31, 2024. The decrease was primarily caused by a reduction in the Company's deferred tax asset, which resulted from an upward mark-to-market adjustment on the available-for-sale investment portfolio due to a reduction in market rates of interest, thereby reducing unrealized losses previously reflected in accumulated other comprehensive loss ("AOCL").

Deposits. Total deposits increased $11.7 million, or 1.1%, to $1.1 billion at March 31, 2025 from December 31, 2024. The increase in deposits primarily was due to an increase in brokered time deposits of $7.2 million, which were used to fund loan demand, retail (non-brokered) time deposits of $4.2 million, and interest-bearing demand deposits of $6.9 million. These increases were partially offset by a decrease in noninterest-bearing accounts of $6.8 million. Brokered deposits totaled $264.8 million, or 23.9% of total deposits, at March 31, 2025, compared to $257.6 million, or 23.5% of total deposits, at December 31, 2024. At March 31, 2025, noninterest-bearing deposits totaled $103.4 million, or 9.3% of total deposits, compared to $110.1 million, or 10.1% of total deposits, at December 31, 2024. Management attributes the shift in funds from transaction accounts to retail certificates of deposit to customers taking advantage of higher rates being paid on time deposits as a result of interest rate hikes enacted by the Federal Reserve.

As of March 31, 2025, approximately $243.0 million of our deposit portfolio, or 22.0% of total deposits, excluding collateralized public deposits, was uninsured. The uninsured amounts are estimated based on the methodologies and assumptions used for First Bank Richmond's regulatory reporting requirements.

Borrowings. Total borrowings, consisting solely of FHLB advances, increased $9.0 million, or 3.4%, to $274.0 million at March 31, 2025, compared to $265.0 million at December 31, 2024. The increased borrowings were used to fund loan growth.

Stockholders’ Equity. Stockholders’ equity totaled $130.9 million at March 31, 2025, a decrease of $1.9 million, or 1.5%, from December 31, 2024. The decrease in stockholders' equity resulted from the payment of $1.5 million in dividends to Company stockholders and the repurchase of $4.2 million of Company common stock, partially offset by net income of $2.0 million and a decrease in AOCL of $1.3 million. The decrease in AOCL was a result of improved fair values in the Company's available for sale investment portfolio, resulting from a reduction in market rates of interest. At December 31, 2024, the available for sale portfolio had a net unrealized loss of $58.0 million compared to a net unrealized loss of $56.4 million at March 31, 2025. The AOCL impact to equity, after tax affecting the unrealized loss, was $44.5 million at March 31, 2025 compared to $45.8 million at December 31, 2024. The Company repurchased 324,696 shares of Company common stock at an average price of $13.04 per share for a total of $4.2 million during the first three months of 2025. The Company's equity to asset ratio was 8.60% at March 31, 2025. At March 31, 2025, the Bank's Tier 1 capital to total assets ratio was 10.68% and the Bank's capital was well in excess of all regulatory requirements.

Comparison of Results of Operations for the Three Months Ended March 31, 2025 and 2024.

General. Net income for the three months ended March 31, 2025 was $2.0 million, a $401,000 or 16.9% decrease from net income of $2.4 million for the three months ended March 31, 2024. Diluted earnings per share were $0.20 for the first quarter of 2025, compared to $0.23 diluted earnings per share for the first quarter of 2024. The decrease in net income primarily was the result of a $548,000 increase in the provision for credit losses and a $315,000 increase in noninterest expense, partially offset by an increase in net interest income of $425,000 and an increase of $33,000 in noninterest income.

Interest Income. Interest income increased $1.4 million, or 7.0%, to $20.9 million during the quarter ended March 31, 2025, compared to $19.5 million during the quarter ended March 31, 2024. Interest income on loans and leases increased $1.5 million, or 8.8%, to $18.8 million for the quarter ended March 31, 2025, from $17.3 million for the comparable quarter in 2024, due to an increase in the average balance of loans and leases of $55.1 million, and an increase of 23 basis points in the average yield earned on loans and leases as new loans and leases were originated at higher rates and existing variable rate loans in the portfolio adjusted upward due to the overall higher interest rate environment. The average outstanding loan and lease balance was $1.2 billion for the quarter ended March 31, 2025, compared to $1.1 billion for the quarter ended March 31, 2024. The average yield on loans and leases was 6.36% for the quarter ended March 31, 2025, compared to 6.13% for the comparable quarter in 2024.

Interest income on investment securities, excluding FHLB stock, decreased $144,000, or 8.0%, to $1.7 million for the first quarter of 2025 from the comparable quarter in 2024. The decrease was due to a $21.9 million decrease in the average balance, primarily as a result of maturities and paydowns on securities being used to fund loan growth, and a one basis point decrease in the average yield earned on investment securities. The average yield on investment securities, excluding FHLB stock, decreased to 2.52% for the first quarter of 2025, compared to 2.53% for the first quarter of 2024. The average balance of investment securities, excluding FHLB stock, decreased to $262.1 million for the quarter ended March 31, 2025, compared to $284.0 million for the quarter ended March 31, 2024.

Dividends on FHLB stock decreased $13,000, or 4.0%, during the quarter ended March 31, 2025, from the comparable quarter in 2024, resulting in an average yield on FHLB stock of 8.95% for the three months ended March 31, 2025, compared to 9.44% for the three months ended March 31, 2024. Interest income on cash and cash equivalents decreased $8,000, or 6.1%, to $131,000 during the quarter ended March 31, 2025, from the comparable quarter in 2024, due to a 31 basis point decrease in the average yield, partially offset by a $273,000 increase in the average balance of cash and cash equivalents.

Interest Expense. Interest expense increased $933,000, or 9.6%, to $10.6 million for the quarter ended March 31, 2025, compared to the quarter ended March 31, 2024. Interest expense on deposits increased $779,000, or 11.0%, to $7.8 million for the quarter ended March 31, 2025, from the comparable quarter in 2024. The increase in interest expense on deposits primarily was attributable to a $44.2 million increase in the average balance of, and an 18 basis point increase in the average rate paid on, interest-bearing deposits. The average rate paid on interest-bearing deposits was 3.17% for the quarter ended March 31, 2025, compared to 2.99% for the quarter ended March 31, 2024. The average balance of interest-bearing deposits was $989.4 million for the quarter ended March 31, 2025, compared to $945.2 million in the comparable quarter in 2024. The increase in interest-bearing deposit balances and rates reflects ongoing competitive pressures for deposits, as well as a continued shift in customer preferences from non-maturity deposit products into higher-yielding time deposits. Interest expense on FHLB borrowings increased $154,000, or 5.9%, to $2.8 million in the first quarter of 2025 compared to $2.6 million for the same quarter in 2024, due to an increase in the average rate paid on FHLB borrowings of 26 basis points. The average rate paid on FHLB borrowings was 4.03% for the quarter ended March 31, 2025, compared to 3.77% for the first quarter of 2024. The average balance of FHLB borrowings totaled $274.7 million during the quarter ended March 31, 2025, compared to $277.2 million for the quarter ended March 31, 2024.

Management continues to actively evaluate funding mix and pricing strategies to balance interest expense with overall liquidity needs. This includes a focus on deepening core deposit relationships, selectively reducing higher-cost deposits, and managing wholesale borrowings to optimize the cost of funds.

Net Interest Income. Net interest income before the provision for credit losses increased $425,000, or 4.3%, to $10.3 million for the first quarter of 2025, compared to $9.8 million for the first quarter of 2024. This increase was due to a six basis point increase in the average interest rate spread, partially offset by an $8.0 million decrease in average net earning assets. The improved spread reflects a favorable shift in asset yields outpacing the increase in funding costs, as loans and investment securities repriced or were originated at higher market rates. The modest decline in average net earning assets was primarily the result of lower average balances of investment securities, as management actively redeployed excess liquidity toward higher-yielding loan production.

Net interest margin (annualized) was 2.79% for the three months ended March 31, 2025, compared to 2.74% for the three months ended March 31, 2024. The increase in net interest margin primarily was due to the yield on interest-earning assets increasing faster than the rate paid on interest-bearing liabilities. This margin expansion was supported by growth in higher-yielding asset categories, particularly commercial and multi-family loans.

Average Balances, Interest and Average Yields/Cost. The following table sets forth for the periods indicated, information regarding average balances of assets and liabilities as well as the total dollar amounts of interest income from average interest-earning assets and interest expense on average interest-bearing liabilities, resultant yields, interest rate spread, net interest margin (otherwise known as net yield on interest-earning assets), and the ratio of average interest-earning assets to average interest-bearing liabilities. Average balances have been calculated using daily balances. Non-accruing loans have been included in the table as loans carrying a zero yield. Loan fees are included in interest income on loans and are not material.


	Three Months Ended March 31,
	2025							2024
	Average Balance Outstanding			Interest Earned/ Paid		Yield/ Rate		Average Balance Outstanding			Interest Earned/ Paid		Yield/ Rate
	(Dollars in thousands)
Interest-earning assets:
Loans and leases receivable	$	1,180,647		$	18,774	6.36	%	$	1,125,586		$	17,251	6.13	%
Securities	262,089			1,652		2.52	%	284,002			1,796		2.53	%
FHLB stock	13,907			311		8.95	%	13,730			324		9.44	%
Cash and cash equivalents and other	14,121			131		3.71	%	13,848			139		4.02	%
Total interest-earning assets	1,470,764			20,868		5.68	%	1,437,166			19,510		5.43	%
Non-earning assets	40,016							42,052
Total assets	1,510,780							1,479,218

Interest-bearing liabilities:
Savings and money market accounts	304,482			1,723		2.26	%	259,198			1,379		2.13	%
Interest-bearing checking accounts	134,461			323		0.96	%	148,126			382		1.03	%
Certificate accounts	550,425			5,798		4.21	%	537,894			5,304		3.95	%
Borrowings	274,667			2,766		4.03	%	277,220			2,612		3.77	%
Total interest-bearing liabilities	1,264,035			10,610		3.36	%	1,222,438			9,677		3.17	%
Noninterest-bearing demand deposits	99,236							108,577
Other liabilities	13,733							14,676
Stockholders' equity	133,776							133,527
Total liabilities and stockholders' equity	1,510,780							1,479,218

Net interest income				$	10,258						$	9,833
Net earning assets	$	206,729						$	214,728

Net interest rate spread(1)						2.32	%						2.26	%
Net interest margin(2)						2.79	%						2.74	%
Average interest-earning assets to average interest-bearing liabilities	116.35		%					117.57		%

_____________

(1)Annualized. Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.

(2)Annualized. Net interest margin represents net interest income divided by average total interest-earning assets.

Provision for Credit Losses. A provision for credit losses of $731,000 was recognized during the three months ended March 31, 2025, compared to a provision for credit losses of $183,000 for the three months ended March 31, 2024. Net charge-offs during the first quarter of 2025 were $395,000, compared to $324,000 in the first quarter of 2024. The provision for credit losses during the quarter was primarily due to loan growth in the commercial real estate and commercial and industrial loan

portfolios, which generally carry higher estimated loss rates compared to other segments. Additionally, the provision reflected replenishment of the allowance following charge-offs and was influenced by changes in the macroeconomic forecast, including a modest deterioration in projected economic indicators such as national GDP and unemployment rates.

While we believe the steps we have taken and continue to take are necessary to effectively manage our portfolio, uncertainties relating to the level of our allowance for credit losses remain heightened as a result of continued concern about a potential recession due to tariffs, inflation, stock market volatility, and overall geopolitical tensions.

Noninterest Income. Noninterest income increased $33,000, or 3.0%, to $1.2 million for the quarter ended March 31, 2025, compared to the same quarter in 2024. The increase resulted primarily from increases in other income and service charges on deposit accounts, partially offset by decreases in net gains on loan and lease sales and loan and lease servicing fees. Other income increased $41,000, or 12.9%, to $360,000 for the quarter ended March 31, 2025, compared to $319,000 for the comparable quarter in 2024 due to increased wealth management income. Service fees on deposit accounts increased $23,000, or 8.4%, in the first quarter of 2025 from the comparable quarter in 2024, due to year-over-year deposit growth. Partially offsetting these increases were modest declines in net gains on loan and lease sales and loan and lease servicing fees, reflecting lower mortgage banking activity and a decrease in the servicing portfolio. Card fee income also increased slightly, rising $8,000, or 2.9%, to $298,000.

Noninterest Expense. Noninterest expense increased $315,000, or 3.9%, to $8.4 million for the three months ended March 31, 2025, compared to $8.1 million for the same period in 2024. Salaries and employee benefits increased $138,000, or 3.0%, to $4.7 million, primarily due to annual merit increases. Other expenses increased $118,000, or 12.1%, in the first quarter of 2025 compared to the same quarter in 2024, primarily due to one-time expenses associated with contract negotiations with our core service provider. The renegotiated agreement is expected to produce meaningful cost savings over the term of the contract by reducing costs on existing services and adding new products aimed at improving operational efficiency and the customer experience, while reducing reliance on third-party vendors. Legal and professional fees increased $98,000, or 22.7%, driven by elevated consulting and advisory services during the quarter. Deposit insurance expense decreased $64,000, or 15.9%, primarily due to changes in the Company's asset and deposit mix. Data processing fees decreased $21,000, or 2.3%, to $902,000, primarily due to lower core processing and software-related costs.

Income Tax Expense. The provision for income taxes decreased $4,000 during the three months ended March 31, 2025, compared to the same period in 2024. The effective tax rate for the first quarter of 2025 was 15.0% compared to 12.9% for the same quarter a year ago. The increase in the effective tax rate was primarily due to the expiration and write-off of certain charitable contribution carryforwards.

Capital and Liquidity

Capital. Shareholders' equity totaled $130.9 million at March 31, 2025 and $132.9 million at December 31, 2024. In addition to net income of $2.0 million, other sources of capital during the first three months of 2025 included $178,000 related to the allocation of ESOP shares, $363,000 related to stock-based compensation, and a $1.3 million reduction in AOCL. Uses of capital during the first three months of 2025 included $1.5 million of dividends paid on common stock and $4.2 million of stock repurchases.

We paid a regular quarterly dividend of $0.15 per common share during the first quarter of 2025, compared to $0.14 per common share during the first quarter of 2024. We currently expect to continue our practice of paying regular quarterly cash dividends on common stock subject to the Board of Directors' discretion to modify or terminate this practice at any time and for any reason without prior notice. Assuming continued payment during 2025 at the current dividend rate of $0.15 per share, our average total dividend paid each quarter would be approximately $1.6 million based on the number of our currently outstanding shares at March 31, 2025.

Stock Repurchase Plans. From time to time, our Board of Directors has authorized stock repurchase plans. In general, stock-repurchase plans allow us to proactively manage our capital position and return excess capital to shareholders. Repurchased shares also help satisfy obligations related to stock compensation awards. On June 6, 2023, the Company announced that the Board of Directors approved an amendment to the Company's existing stock repurchase program, authorizing the purchase of up to an additional 321,386 shares of the Company's issued and outstanding common stock, in addition to the 827,554 shares remaining available for repurchase at that date, and extending the stock repurchase program's expiration date to June 6, 2024, unless completed sooner. On May 16, 2024, the Company announced that the Board of Directors approved a further extension of the Company's existing stock repurchase program, setting a new expiration date of June 6, 2025. As of March 31, 2025, approximately 148,248 shares remained available for repurchase under the existing stock

repurchase program. The repurchase program does not obligate the Company to purchase any particular number of shares. See Part II, Item 2 - "Unregistered Sales of Equity Securities and Use of Proceeds."

Liquidity. Liquidity measures the ability to meet current and future cash flow needs as they become due. The liquidity of a financial institution reflects its ability to meet loan requests, to accommodate possible outflows in deposits and to take advantage of interest rate market opportunities. The ability of a financial institution to meet its current financial obligations is a function of its balance sheet structure, its ability to liquidate assets and its access to alternative sources of funds. The objective of our liquidity management is to manage cash flow and liquidity reserves so that they are adequate to fund our operations and to meet obligations and other commitments on a timely basis and at a reasonable cost. We seek to achieve this objective and ensure that funding needs are met by maintaining an appropriate level of liquid funds through asset/liability management, which includes managing the mix and time to maturity of financial assets and financial liabilities on our balance sheet. Our liquidity position is enhanced by our ability to raise additional funds as needed in the wholesale markets.

Asset liquidity is provided by liquid assets which are readily marketable or pledgeable or which will mature in the near future. Liquid assets generally include cash, interest-bearing deposits in banks, securities available for sale, maturities and cash flow from securities held to maturity, sales of fixed rate residential mortgage loans in the secondary market, and federal funds sold and resell agreements. Liability liquidity generally is provided by access to funding sources which include core deposits and advances from the FHLB and other borrowing relationships with third party financial institutions.

Our liquidity position is continuously monitored and adjustments are made to the balance between sources and uses of funds as deemed appropriate. Liquidity risk management is an important element in our asset/liability management process. We regularly model liquidity stress scenarios to assess potential liquidity outflows or funding problems resulting from economic disruptions, volatility in the financial markets, unexpected credit events or other significant occurrences deemed problematic by management. These scenarios are incorporated into our contingency funding plan, which provides the basis for the identification of our liquidity needs.

Our liquid assets in the form of cash and cash equivalents and investments available for sale totaled $283.4 million at March 31, 2025. Certificates of deposit scheduled to mature in less than one year from March 31, 2025 totaled $418.6 million. Historically, the Bank has been able to retain a significant amount of its deposits as they mature.

As of March 31, 2025, we had approximately $13.6 million held in an interest-bearing account at the Federal Reserve. We also have the ability to borrow funds as a member of the FHLB. As of March 31, 2025, based upon available, pledgeable collateral, our total remaining borrowing capacity with the FHLB was approximately $101.1 million. Furthermore, at March 31, 2025, we had approximately $177.7 million in securities that were unencumbered by a pledge and could be used to support additional borrowings through repurchase agreements or the Federal Reserve discount window, as needed. As of March 31, 2025, management was not aware of any events that are reasonably likely to have a material adverse effect on our liquidity, capital resources or operations. In addition, management is not aware of any regulatory recommendations regarding liquidity that would have a material adverse effect on us.

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by operating activities was $2.2 million for both the three months ended March 31, 2025 and March 31, 2024. During the three months ended March 31, 2025, net cash used in investing activities was $12.0 million, which consisted primarily of a $16.0 million increase in loans receivable, compared to $30.2 million of cash used in investing activities for the three months ended March 31, 2024. Net cash provided by financing activities for the three months ended March 31, 2025 was $15.1 million, which was comprised primarily of an $11.7 million increase in deposits, compared to $28.1 million provided by financing activities during the three months ended March 31, 2024. Management believes the capital sources are adequate to meet all reasonably foreseeable short-term and long-term cash requirements and there has not been a material change in our liquidity and capital resources since the information disclosed in our 2024 Form 10-K other than set forth above.

Richmond Mutual Bancorporation is a separate legal entity from First Bank Richmond and must provide for its own liquidity. In addition to its own operating expenses, Richmond Mutual Bancorporation is responsible for paying for any stock repurchases, dividends declared to its stockholders and other general corporate expenses. Since Richmond Mutual Bancorporation is a holding company and does not conduct operations, its primary sources of liquidity are interest on investment securities purchased with proceeds from our initial public offering, dividends up-streamed from First Bank Richmond and borrowings from outside sources. Banking regulations may limit the amount of dividends that may be paid to us by First Bank Richmond. At March 31, 2025, Richmond Mutual Bancorporation, on an unconsolidated basis, had $2.2 million in cash, noninterest-bearing deposits and liquid investments generally available for its cash needs.

Regulatory Capital Requirements. First Bank Richmond is subject to minimum capital requirements imposed by the FDIC. The FDIC may require us to have additional capital above the specific regulatory levels if it believes we are subject to increased risk due to asset problems, high interest rate risk and other risks. At March 31, 2025, First Bank Richmond’s regulatory capital exceeded the FDIC regulatory requirements, and First Bank Richmond was well-capitalized under regulatory prompt corrective action standards. Consistent with our goals to operate a sound and profitable organization, our policy is for First Bank Richmond to maintain well-capitalized status.


	Actual				Minimum for Capital Adequacy Purposes				Categorized as "Well-Capitalized" Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Dollars in thousands)
As of March 31, 2025
Total risk-based capital (to risk weighted assets)	$	181,867	14.0	%	$	103,634	8.0	%	$	129,543	10.0	%
Tier 1 risk-based capital (to risk weighted assets)	165,669		12.8		77,726		6.0		103,634		8.0
Common equity tier 1 capital (to risk weighted assets)	165,669		12.8		58,294		4.5		84,203		6.5
Tier 1 leverage (core) capital (to adjusted tangible assets)	165,669		10.7		62,033		4.0		77,542		5.0

As of December 31, 2024
Total risk-based capital (to risk weighted assets)	$	181,415	14.2	%	$	102,014	8.0	%	$	127,518	10.0	%
Tier 1 risk-based capital (to risk weighted assets)	165,471		13.0		76,511		6.0		102,014		8.0
Common equity tier 1 capital (to risk weighted assets)	165,471		13.0		57,383		4.5		82,887		6.5
Tier 1 leverage (core) capital (to adjusted tangible assets)	165,471		10.7		61,579		4.0		76,974		5.0

Pursuant to the capital regulations of the FDIC and the other federal banking agencies, First Bank Richmond must maintain a capital conservation buffer consisting of additional common equity tier 1 (“CET1”) capital greater than 2.5% of risk-weighted assets above the required minimum levels of risk-based CET1 capital, tier 1 capital and total capital. Failure to maintain the required buffer could result in limitations on the Bank's ability to pay dividends and discretionary bonuses and the Company's ability to repurchase shares based on specified percentages of eligible retained income. At March 31, 2025, the Bank’s capital exceeded the conservation buffer.

For a bank holding company with less than $3.0 billion in assets, the capital guidelines apply on a bank only basis and the Federal Reserve Board expects the holding company’s subsidiary banks to be well capitalized under the prompt corrective action regulations. If Richmond Mutual Bancorporation was subject to regulatory guidelines for bank holding companies with $3.0 billion or more in assets, at March 31, 2025, it would have exceeded all regulatory capital requirements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

There has not been any material change in the market risk disclosures contained in our 2024 Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.

An evaluation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) as of March 31, 2025, was carried out under the supervision and with the participation of our Chief Executive Officer (principal executive officer), Chief Financial Officer (principal financial officer) and several other

members of senior management. Our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures in effect as of March 31, 2025, were effective.

We do not expect that our disclosure controls and procedures and internal control over financial reporting will prevent all errors and all fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls may be circumvented by the individual acts of some persons, by collusion of two or more people, or by override of the control. The design of any control procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.

(b) Changes in Internal Control Over Financial Reporting.

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the three months ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are 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 March 31, 2025, we were not involved in any legal proceedings the outcome of which would be material to our financial condition or results of operations.

ITEM 1A. RISK FACTORS

There have been no material changes in the Risk Factors previously disclosed in Item 1A of the Company's 2024 Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)Not applicable

(b)Not applicable

(c)On June 6, 2023, the Company announced that the Board of Directors approved an amendment to the Company's existing stock repurchase program authorizing the purchase of up to 321,386 shares of the Company's issued and outstanding common stock in addition to the 827,554 shares remaining available for repurchase at that date under the existing program, and extending the stock repurchase program's expiration date to June 6, 2024, unless completed sooner. On May 16, 2024, the Company announced that the Board of Directors approved an extension of the Company's existing stock repurchase program, now set to expire on June 6, 2025. The following table sets forth information with respect to our repurchases of our outstanding common shares during the three months ended March 31, 2025:


	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Maximum number of shares that may yet be purchased under the plans or programs
January 1, 2025 - January 31, 2025	36,474	$	13.46	36,474	436,470
February 1, 2025 - February 28, 2025	91,730	13.21		91,730	344,740
March 1, 2025 - March 31, 2025	196,492	12.88		196,492	148,248
	324,696	13.04		324,696	148,248

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Nothing to report.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

(a) Nothing to report.

(b) Nothing to report.

(c) Trading Plans. During the three months ended March 31, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS

Exhibit


			3.1			Charter of Richmond Mutual Bancorporation, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 (Commission File No. 333-230184))
			3.2			Bylaws of Richmond Mutual Bancorporation, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1 (Commission File No. 333-230184))
			4.0			Form of Common Stock Certificate of Richmond Mutual Bancorporation, Inc. (incorporated by reference to Exhibit 4.0 of the Company’s Registration Statement on Form S-1 (Commission File No. 333-230184))
			10.1+			Form of Non-Qualified Deferred Compensation Plan for Garry Kleer (incorporated by reference to Exhibit 10.1 of the Company's Registration Statement on Form S-1 (Commission File No. 333-230184))
			10.2+			Richmond Mutual Bancorporation, Inc. 2020 Equity Incentive Plan (included as Appendix A to the Registrant’s definitive proxy statement filed with the SEC on July 28, 2020 (File No. 001-38956) and incorporated herein by reference).
			10.3+			Form of Incentive Stock Option Award Agreement under the 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-8 (Commission File No. 333-248862)).
			10.4+			Form of Non-qualified Stock Option Award Agreement under the 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement on Form S-8 (Commission File No. 333-248862)).
			10.5+			Form of Restricted Stock Award Agreement under the 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement on Form S-8 (Commission File No. 333-248862)).
			31.1			Rule 13a-14(a) Certifications (Chief Executive Officer)
			31.2			Rule 13a-14(a) Certifications (Chief Financial Officer)
			32.0			Section 1350 Certifications
			101.0			The following materials for the quarter ended March 31, 2025, formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive (Loss) Income, (iv) Condensed Consolidated Statements of Changes in Stockholders’ Equity (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements
			104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

+ Indicates management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	RICHMOND MUTUAL BANCORPORATION, INC.


Date: May 9, 2025	By:	/s/ Garry D. Kleer
		Garry D. Kleer
		Chairman, President and CEO
		(Duly Authorized Officer)

Date: May 9, 2025	By:	/s/ Bradley M. Glover
		Bradley M. Glover
		Senior Vice President and CFO
		(Principal Financial and Accounting Officer)