SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~March~~December 31, 2024

☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File No. 000-56459

VWF Bancorp, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Maryland	88-1256373
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

976 South Shannon Street, Van Wert, Ohio	45891
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (419) 238-9662

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report: N/A

Securities registered pursuant to Section 12(b) of the Act: None


Title of each class	Trading symbol(s)	Name of each exchange on which registered

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 requirements for the past 90 days.

YES ☒ 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 during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☒NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ☒	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒

As of ~~May~~February 1513, ~~2024~~2025, the Registrant had 1,951,765 shares of common stock issued, of which 1,~~914~~911,~~965~~413 are outstanding.

Table of Contents

VWF Bancorp, Inc.

Form 10-Q

Index


		Page
Part I. – Financial Information

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets as of ~~March~~December 31, 2024 (unaudited) and June 30, ~~2023~~2024	3

	Condensed Consolidated Statements of Operations for the Three and ~~Nine~~Six Months Ended ~~March~~December 31, 2024 and 2023 (unaudited)	4

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and ~~Nine~~Six Months Ended ~~March~~December 31, 2024 and 2023 (unaudited)	5

	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and ~~Nine~~Six Months Ended ~~March~~December 31, 2024 and 2023 (unaudited)	6

	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~March~~December 31, 2024 and 2023 (unaudited)	7

	Notes to Condensed Consolidated Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3025

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3934

Item 4.	Controls and Procedures	3934

Part II. – Other Information

Item 1.	Legal Proceedings	4135

Item 1A.	Risk Factors	4135

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4135

Item 3.	Defaults upon Senior Securities	4135

Item 4.	Mine Safety Disclosures	4135

Item 5.	Other Information	4135

Item 6.	Exhibits	4236

	Signature Page	4337

Table of Contents

Part I. – Financial Information

Item 1.Financial Statements

VWF Bancorp, Inc.

Condensed Consolidated Balance Sheets

~~March~~December 31, 2024 and June 30, ~~2023~~2024


	~~March~~December 31,		June 30,
	2024		~~2023~~2024
	(Unaudited)
Assets
Cash and due from banks	$	2015,~~543~~683,~~197~~580	$	531,~~515~~630,~~728~~525
Available-for-sale debt securities		~~132~~151,~~934~~324,~~788~~289		70139,~~585~~344,~~194~~952
Loans, net of allowance for credit losses of $601,451 at March 31, 2024 and $263,422 June 30, 2023, respectively		105,402,652		81,208,395
Loans, net of allowance for credit losses of $990,926 at December 31, 2024 and $772,969 June 30, 2024, respectively		148,515,448		126,391,092
Premises and equipment		23,~~001~~044,~~822~~902		12,~~409~~261,~~347~~260
Stock in correspondent banks		1947,~~913,800~~100		~~396~~2,~~800~~195,900
Bank owned life insurance		5,~~317~~420,~~582~~459		5,~~223~~351,~~496~~048
Accrued interest receivable		~~897~~1,~~824~~044,442		~~498~~961,~~807~~856
Right-of-use_asset - operating lease		722,471		—
Right-of-use asset - operating lease		1,346,020		1,406,905
Other assets		1,~~536~~863,~~427~~359		1,~~131~~710,~~536~~583
Total assets	$	~~271~~329,~~270~~189,~~563~~599	$	~~165~~311,~~969~~254,~~303~~121

Liabilities and Shareholders' Equity

Liabilities
Deposits
Demand	$	2443,~~589~~874,~~576~~287	$	26,~~551~~493,~~336~~048
Savings and money market		4752,~~143~~929,~~812~~108		4247,~~019~~466,~~749~~674
Time		~~134~~192,~~956~~864,~~681~~993		51135,~~420~~350,~~496~~608
Total deposits		~~206~~289,~~690~~668,~~069~~388		~~119~~209,~~991~~310,~~581~~330

Borrowings		~~24,000,000~~—		662,~~200~~000,000
Advances from borrowers		~~827~~801,~~494~~899		~~628~~137,~~795~~722
Operating lease liability		~~750~~1,~~812~~407,248		—1,442,620
Accrued interest payable and other liabilities		1,~~957~~577,~~501~~505		~~650~~1,~~927~~815,617
Total liabilities		~~234~~293,~~225~~455,~~876~~040		~~127~~274,~~471~~706,~~303~~289

Commitments and Contingencies

Shareholders' Equity
Preferred stock, $0.01 par value, 1,000,000 shares authorized, none issued		—		—
Common stock, $0.01 par value, 14,000,000 shares authorized, 1,914,965 and 1,922,924 issued and outstanding at March 31, 2024 and June 30, 2023, respectively		19,229		19,229
Common stock, $0.01 par value, 14,000,000 shares authorized, 1,911,413 and 1,914,965 outstanding at December 31, 2024 and June 30, 2024, respectively		19,229		19,229
Additional paid-in capital		1718,~~953~~114,~~882~~342		1718,~~875~~006,~~071~~472
Treasury stock, 36,800 shares at March 31, 2024 and 0 shares at June 30, 2023		(598,000)		—
Treasury stock, 40,352 and 36,800 shares at December 31, 2024 and June 30, 2024, respectively		(658,384)		(598,000)
Unearned ESOP		(1,~~365~~307,~~276~~588)		(1,~~461~~346,~~422~~047)
Retained earnings		2319,~~506~~944,~~528~~445		2422,~~916~~843,~~481~~782
Accumulated other comprehensive loss		(2377,~~471,676~~485)		(2,~~851~~377,~~359~~604)
Total shareholders' equity		3735,~~044~~734,~~687~~559		3836,~~498~~547,~~000~~832
Total liabilities and shareholders' equity	$	~~271~~329,~~270~~189,~~563~~599	$	~~165~~311,~~969~~254,~~303~~121

See Notes to Condensed Consolidated Financial Statements

Table of Contents

VWF Bancorp, Inc.

Condensed Consolidated Statements of Operations

For the Three and ~~Nine~~Six Months Ended ~~March~~December 31, 2024 and 2023


	Three Months Ended				~~Nine~~Six Months Ended
	~~March~~December 31,				~~March~~December 31,
	2024		2023		2024		2023
	(Unaudited)				(Unaudited)
Interest Income
Loans	$	12,~~242~~028,~~850~~901	$	~~713~~1,~~572~~147,108	$	3,~~279~~778,~~632~~705	$	2,~~125~~036,~~558~~782
Investment securities		12,~~929~~412,~~515~~805		~~349~~1,~~880~~560,823		4,~~536~~682,~~109~~774		~~860~~2,~~578~~606,594
Interest-bearing deposits and other		~~142~~175,~~501~~168		~~241~~133,~~433~~325		~~421~~297,~~126~~697		~~550~~278,~~789~~625
Total interest income		34,~~314~~616,~~866~~874		12,~~304~~841,~~885~~256		8,~~236~~759,~~867~~176		34,~~536~~922,~~925~~001
Interest Expense
Deposits		12,~~398~~606,~~627~~073		~~160~~1,~~571~~019,634		34,~~146~~729,~~638~~086		~~316~~1,~~752~~722,967
Borrowings		~~531~~149,~~300~~685		—535,879		1545,~~360,160~~517		22828,860
Total interest expense		12,~~929~~755,~~927~~758		~~160~~1,~~571~~555,513		45,~~506~~274,~~798~~603		~~316~~2,~~774~~551,827
Net Interest Income		1,~~384~~861,~~939~~116		1,~~144~~285,~~314~~743		3,~~730~~484,~~069~~573		32,~~220~~370,~~151~~174

Provision for Credit Losses - Loans		71152,~~979~~365		—90,233		~~291~~217,~~234~~957		—219,255
Provision for Credit Losses - Off Balance Sheet Credit Exposure		1195,~~785~~769		—3,432		14118,~~860~~822		—3,075
Credit Loss Expense		83248,~~764~~134		—93,665		~~306~~336,~~094~~779		—222,330

Net Interest Income After Provision for Credit Losses		1,~~301~~612,~~175~~982		1,~~144~~192,~~314~~078		3,~~423~~147,~~975~~794		32,~~220~~147,~~151~~844
Noninterest Income
Bank owned life insurance		3234,~~906~~786		2831,~~024~~150		9469,~~086~~411		8261,~~881~~180
Gain on disposal of assets		—		—		2,866		—
Other income		90,953		23,195		115,392		34,631
Other income		16,150		20,762		50,781		71,753
Total noninterest income		125,739		54,345		184,803		95,811
Total noninterest income		49,056		48,786		147,733		154,634
Noninterest Expense
Noninterest Expense
Salaries and employee benefits		1,135,672		785,351		2,248,035		1,500,132
Salaries and employee benefits		932,628		500,699		2,432,760		1,293,089
Directors fees		87,523		46,250		175,570		91,950
Pension plan withdrawal		252,014		121,820		252,014		1,051,820
Occupancy and equipment		203,356		100,484		394,414		250,858
Directors fees		76,730		44,000		168,680		114,000
Data processing fees		178,268		147,236		377,669		231,505
Occupancy and equipment		91,949		111,523		349,088		224,872
Franchise taxes		68,383		41,196		136,765		82,391
Data processing fees		131,136		67,592		362,641		192,678
FDIC insurance premiums		117,759		21,851		196,049		40,889
Franchise taxes		68,382		41,195		150,773		118,845
Professional services		171,529		219,516		417,202		415,462
FDIC insurance premiums		29,389		9,000		70,278		27,900
Advertising and marketing		126,312		81,798		205,007		148,217
Professional services		126,217		95,510		516,635		431,953
Loss on sale of investment securities		2,366,160		—		2,366,160		1,951
Loss on sale of investment securities		—		—		1,951		—
Foreclosed assets, net		—		(8,500)		—		(6,064)
Foreclosed assets, net		6,500		—		436		—
Loss (Gain) on disposal of assets		(2,027)		—		7,188		(2,866)
Other		~~425~~239,~~992~~080		~~115~~197,~~179~~979		1569,~~006,441~~787		~~281~~438,~~241~~513
Total noninterest expense		24,~~140~~692,~~937~~015		1,~~106~~633,~~518~~161		57,~~311~~093,~~697~~846		3,~~736~~192,~~398~~938
(Loss) Income before income taxes		(790,706)		86,582		(1,739,989)		(361,613)
Loss before income taxes		(2,953,294)		(386,738)		(3,761,249)		(949,283)
Provision for income taxes (benefits)		(~~172~~686,~~100~~675)		(387,~~438~~416)		(~~383~~861,~~202~~912)		(~~113~~211,~~564~~102)
Net (Loss) Income	$	(618,606)	$	90,020	$	(1,356,787)	$	(248,049)
Net Loss	$	(2,266,619)	$	(299,322)	$	(2,899,337)	$	(738,181)

Basic (Loss) Earnings Per Share	$	(0.35)	$	0.05	$	(0.76)	$	(0.15)
Basic Loss Per Share	$	(1.29)	$	(0.17)	$	(1.65)	$	(0.42)
Diluted (Loss) Earnings Per Share	$	(0.35)	$	0.05	$	(0.76)	$	(0.15)
Diluted Loss Per Share	$	(1.29)	$	(0.17)	$	(1.65)	$	(0.42)

See Notes to Condensed Consolidated Financial Statements

Table of Contents

VWF Bancorp, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

For the Three and ~~Nine~~Six Months Ended ~~March~~December 31, 2024 and 2023


	Three Months Ended				~~Nine~~Six Months Ended
	~~March~~December 31,				~~March~~December 31,
	2024		2023		2024		2023
	(Unaudited)				(Unaudited)
Net (loss) income	$	(618,606)	$	90,020	$	(1,356,787)	$	(248,049)
Net loss	$	(2,266,619)	$	(299,322)	$	(2,899,337)	$	(738,181)
Other comprehensive income (loss):
Net unrealized gains (losses) on available-for-sale securities		~~491~~(811,~~244~~241)		~~562~~681,~~701~~859		~~562~~165,~~945~~636		~~(170~~71,~~337)~~701
Change in funded status of defined benefit plan		(82,333)		—		(82,333)		—
Reclassification adjustment for losses included in net income		2,366,160		—		2,366,160		—
Tax (expense) benefit		(85326,~~873~~533)		(~~118~~143,~~167~~190)		(~~100~~531,~~929~~677)		35(15,~~771~~056)
Other comprehensive income (loss)		323,038		444,534		379,683		(134,566)
Other comprehensive income		1,228,386		538,669		2,000,119		56,645
Comprehensive (loss) income	$	(295,568)	$	534,554	$	(977,104)	$	(382,615)
Comprehensive income (loss)	$	(1,038,233)	$	239,347	$	(899,218)	$	(681,536)

See Notes to Condensed Consolidated Financial Statements

Table of Contents

VWF Bancorp, Inc.

Condensed Consolidated Statements of Changes in Shareholders’ Equity

For the Three and ~~Nine~~Six Months Ended ~~March~~December 31, 2024 and 2023


	Three Months Ended
											Accumulated
					Unearned						Other
	Common		Additional		ESOP		Retained		Treasury		Comprehensive		Shareholders'
	Stock		Paid-in Capital		Shares		Earnings		Stock, at Cost		Loss		Equity
		(Unaudited)
Balance at December 31, 2022	$	19,229	$	17,875,071	$	(1,461,422)	$	25,123,796	$	—	$	(2,673,859)	$	38,882,815
Balance at October 1, 2023	$	19,229	$	17,875,071	$	(1,461,422)	$	24,424,456	$	—	$	(3,333,383)	$	37,523,951
ESOP shares committed to be released		—		—36,925		—76,917		—		—		—		—113,842
Net income		—		—		—		90,020		—		—		90,020
Net loss		—		—		—		(299,322)		—		—		(299,322)
Other comprehensive income		—		—		—		—		—		~~444~~538,~~534~~669		~~444~~538,~~534~~669
Balance at March 31, 2023	$	19,229	$	17,875,071	$	(1,461,422)	$	25,213,816	$	—	$	(2,229,325)	$	39,417,369

Balance at December 31, 2023	$	19,229	$	17,911,996	$	(1,384,505)	$	24,125,134	$	—	$	(2,794,714)	$	37,877,140
ESOP shares committed to be released		—		11,525		19,229		—		—		—		30,754
Net loss		—		—		—		(618,606)		—		—		(618,606)
Other comprehensive income		—		—		—		—		—		323,038		323,038
Purchase of treasury stock		—		—		—		—		(598,000)		—		(598,000)
Stock compensation expense		—		30,361		—		—		—		—		30,361
Balance at March 31, 2024	$	19,229	$	17,953,882	$	(1,365,276)	$	23,506,528	$	(598,000)	$	(2,471,676)	$	37,044,687

	Nine Months Ended
Balance at October 1, 2024	$	19,229	$	18,059,154	$	(1,326,817)	$	22,211,064	$	(598,000)	$	(1,605,871)	$	36,758,759
ESOP shares committed to be released		—		9,615		19,229		—		—		—		28,844
Net loss		—		—		—		(2,266,619)		—		—		(2,266,619)
Other comprehensive income		—		—		—		—		—		1,228,386		1,228,386
Purchase of treasury stock		—		—		—		—		(60,384)		—		(60,384)
Stock compensation expense		—		45,573		—		—		—		—		45,573
Balance at December 31, 2024	$	19,229	$	18,114,342	$	(1,307,588)	$	19,944,445	$	(658,384)	$	(377,485)	$	35,734,559

	Six Months Ended
											Accumulated
					Unearned						Other
	Common		Additional		ESOP		Retained		Treasury		Comprehensive		Shareholders'
	Stock		Paid-in Capital		Shares		Earnings		Stock, at Cost		Loss		Equity
		(Unaudited)
Balance at July 1, 2022	$	—	$	—	$	—	$	25,461,865	$	—	$	(2,094,759)	$	23,367,106
Proceeds from issuance of shares		19,229		17,845,597		(1,538,339)		—		—		—		16,326,487
ESOP shares committed to be released		—		29,474		76,917		—		—		—		106,391
Net loss		—		—		—		(248,049)		—		—		(248,049)
Other comprehensive loss		—		—		—		—		—		(134,566)		(134,566)
Balance at March 31, 2023	$	19,229	$	17,875,071	$	(1,461,422)	$	25,213,816	$	—	$	(2,229,325)	$	39,417,369

Balance at July 1, 2023	$	19,229	$	17,875,071	$	(1,461,422)	$	24,916,481	$	—	$	(2,851,359)	$	38,498,000
Cumulative-effect adjustment for adoption of ASU 2016-13		—		—		—		(53,166)		—		—		(53,166)
Balance at July 1, 2023, as adjusted for change in accounting principle	$	19,229	$	17,875,071	$	(1,461,422)	$	24,863,315	$	—	$	(2,851,359)	$	38,444,834
ESOP shares committed to be released		—		4836,~~450~~925		9676,~~146~~917		—		—		—		~~144~~113,~~596~~842
Net loss		—		—		—		(1738,~~356,787~~181)		—		—		(1738,~~356,787~~181)
Other comprehensive income		—		—		—		—		—		~~379~~56,~~683~~645		~~379~~56,~~683~~645
Purchase of treasury stock		—		—		—		—		(598,000)		—		(598,000)
Balance at December 31, 2023	$	19,229	$	17,911,996	$	(1,384,505)	$	24,125,134	$	—	$	(2,794,714)	$	37,877,140
Stock compensation expense		—		30,361		—		—		—		—		30,361

Balance at March 31, 2024	$	19,229	$	17,953,882	$	(1,365,276)	$	23,506,528	$	(598,000)	$	(2,471,676)	$	37,044,687
Balance at July 1, 2024	$	19,229	$	18,006,472	$	(1,346,047)	$	22,843,782	$	(598,000)	$	(2,377,604)	$	36,547,832
ESOP shares committed to be released		—		19,508		38,459		—		—		—		57,967
Net loss		—		—		—		(2,899,337)		—		—		(2,899,337)
Other comprehensive income		—		—		—		—		—		2,000,119		2,000,119
Purchase of treasury stock		—		—		—		—		(60,384)		—		(60,384)
Stock compensation expense		—		88,362		—		—		—		—		88,362
Balance at December 31, 2024	$	19,229	$	18,114,342	$	(1,307,588)	$	19,944,445	$	(658,384)	$	(377,485)	$	35,734,559

See Notes to Condensed Consolidated Financial Statements

Table of Contents

VWF Bancorp, Inc.

Condensed Consolidated Statements of Cash Flows

For the ~~Nine~~Six Months Ended ~~March~~December 31, 2024 and 2023


	~~Nine~~Six Months Ended
	~~March~~December 31,
	2024		2023
	(Unaudited)
Operating Activities
Net loss	$	(12,~~356~~899,~~787~~337)	$	(~~248~~738,~~049~~181)
Items not requiring (providing) cash:
Depreciation and amortization		~~111~~201,~~410~~376		4557,~~956~~219
Amortization of premiums and discounts, net		(221,353)		47,657
Amortization (accretion) of premiums and discounts, net		(118,751)		(145,195)
Deferred income taxes		(~~474~~867,~~916~~318)		~~111~~123,~~094~~066
Provision for credit losses		~~306~~336,~~094~~779		—222,330
Loss on sale of investment securities		12,~~951~~366,160		—1,951
Net losses on sale of foreclosed assets		~~436~~—		—2,436
Gain on disposal of assets		(2,866)		—
Interest capitalization on available-for-sale securities		(310,172)		—
Increase in cash surrender value of bank-owned life insurance		(94,086)		(82,881)
Loss (Gain) on disposal of assets		7,188		(2,866)
Stock compensation expense		30,361		—
Increase in cash surrender value of bank-owned life insurance		(69,411)		(61,180)
ESOP compensation expense		88,442		106,391
Stock and ESOP compensation expense		146,329		57,688
Changes in:
Accrued interest receivable		(~~399~~82,~~017~~586)		(~~147~~317,~~184~~784)
Operating lease liability		~~519~~(35,372)		—9,922
Other assets and liabilities		1(174,~~007,835~~069)		~~643~~(55,~~228~~982)
Net cash (used in) provided by operating activities		(1,001,977)		476,212
Net cash used in operating activities		(1,499,184)		(846,576)
Investing Activities
Net change in interest-bearing time deposits		—		1,470,000
Purchases of available-for-sale securities		(48,787,757)		(86,183,713)
Purchases of available-for-sale securities		(99,396,338)		(27,426,997)
Proceeds from sales of available-for-sale securities		17,206,183		2,989,042
Proceeds from sales of available-for-sale securities		2,989,042		—
Proceeds from calls, maturities and paydowns of available-for-sale securities		20,196,796		27,851,825
Proceeds from calls, maturities and paydowns of available-for-sale securities		34,840,049		2,881,515
Proceeds from sales of foreclosed assets		—		27,303
Proceeds from sales of foreclosed assets		97,303		—
Net change in loans		(22,342,313)		(18,785,791)
Net change in loans		(24,677,600)		(819,222)
Purchase of premises and equipment		(940,821)		(310,151)
Purchase of premises and equipment		(673,197)		(75,507)
Proceeds from sales of premises and equipment		9,500		—
Purchase of correspondent bank stock		(130,~~808,900~~000)		—(1,583,900)
Proceeds from redemption of correspondent bank stock		~~559~~1,~~900~~278,800		~~799~~199,900
Net cash used in investing activities		(8833,~~069~~409,~~741~~612)		(2375,~~170~~795,~~311~~485)
Financing Activities
Net increase in deposit accounts		8680,~~698~~358,~~488~~058		942,~~621~~874,~~994~~258
Proceeds from borrowings		9631,~~500~~101,000		—74,500,000
Repayment of borrowings		(7893,~~700~~101,000)		—(40,200,000)
Purchase of treasury stock		(~~598~~60,~~000~~384)		—
Net change in advances by borrowers		~~198~~664,~~699~~177		~~(155~~129,~~349)~~148
Proceeds from issuance of common stock		—		1,011,257
Net cash provided by financing activities		18,961,851		77,303,406
Net cash provided by financing activities		104,099,187		10,477,902

Increase (Decrease) in Cash and Cash Equivalents		15,027,469		(12,216,197)
(Decrease) Increase in Cash and Cash Equivalents		(15,946,945)		661,345
Cash and Cash Equivalents, Beginning of Period		531,~~515~~630,~~728~~525		365,~~711~~515,~~842~~728
Cash and Cash Equivalents, End of Period	$	2015,~~543~~683,~~197~~580	$	246,~~495~~177,~~645~~073

Supplemental Disclosure of Cash Flow Information
Cash paid during the period for:
Interest on deposits and borrowings	$	45,~~045~~772,~~238~~309	$	~~288~~2,~~506~~302,732

Supplemental Disclosure of Noncash Financing Activities
Transfers from stock subscriptions to common stock and additional paid-in capital	$	—	$	15,315,230
ROU asset obtained in exchange for new operating lease liability	$	—	$	750,293
ROU asset obtained in exchange for new operating lease liability		750,293		—
Loans transferred to OREO		—		70,943
Loans transferred to OREO		70,943		—

See Notes to Condensed Consolidated Financial Statements

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Note 1:Nature of Operations and Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of VWF Bancorp, Inc. (“VWF Bancorp” or the “Company”) and its wholly owned subsidiary, ~~Van~~GreenWay ~~Wert Federal Savings~~ Bank (“~~Van Wert Federal~~Greenway” or the “Bank”), formerly known as Van Wert Federal Savings Bank. All intercompany transactions and balances have been eliminated in consolidation.

Nature of Operations

The Company, a Maryland corporation and registered savings and loan holding company, was incorporated onby ~~February~~the ~~25,~~Bank in February 2022, ~~to serve~~ as ~~the~~part ~~savings~~of ~~and loan holding company for~~ the ~~Bank~~conversion inof ~~connection with~~ the Bank’s ~~conversion~~ from the mutual ~~form of organization~~ to ~~the~~ stock form of organization (the “Conversion”). The Conversion was completed on July 13, 2022. The Company’s shares ~~began~~trade ~~trading~~ on ~~OTCQB under the symbol “VWFB” on July 14, 2022. VWFB shares began trading on~~ OTCQX ~~on June 30, 2023~~ under the symbol “VWFB”. In connection with the Conversion, the Company acquired 100% ownership of the Bank and the Company offered and sold ~~1,922,924~~ shares of its common stock atto ~~$10.00~~certain ~~per~~depositors ~~share, for gross offering proceeds~~ of ~~$19,229,000. The cost of~~ the ~~conversion~~Bank, and ~~issuance of common stock was approximately $1~~others,~~364,000,~~ ~~which~~including ~~was deducted from~~ the ~~gross offering proceeds. The~~ Bank’s ~~employee~~Employee ~~stock~~Stock ~~ownership~~Ownership ~~plan purchased 153,834 shares of the common stock sold by the Company, which was 8% of the 1,922,924 shares of common stock issued by the Company~~Plan. The ESOP purchased the shares using a loan from the Company. The Company contributed $8,932,000 of the net proceeds from the offering to the Bank, loaned $1,538,000 of the net proceeds to the ESOP and retained approximately $7,394,000 of the net proceeds.

Following the Conversion, voting rights in the Company are held and exercised exclusively by the shareholders of the Company. Deposit account holders continue to be insured by the FDIC. The Bank may not pay a dividend on its capital stock if the effect thereof would cause retained earnings to be reduced below regulatory capital requirements. In addition, the Company is subject to certain regulations related to the payment of dividends and the repurchase of its capital stock. The Conversion was accounted for as a change in corporate form with the historic basis of the Bank’s assets, liabilities and equity unchanged as a result.

The Bank, which is the sole subsidiary of the Company, is a federally chartered mutual thrift engaged primarily in the business of making residential mortgage loans, commercial loans and accepting deposits. Its operations are conducted through its offices located in Van Wert, Ohio and Fort Wayne, Indiana. The Bank faces competition from other financial institutions and is subject to the regulation of certain federal and state agencies and undergoes periodic examinations by those regulatory authorities. ~~Effective~~The ~~June 23, 2023, the~~ Bank has elected to operate as a “covered savings association” (“CSA”). A CSA has the same rights and privileges as a national bank that has its main office situated in the same location as the home office of the CSA and is subject to the same duties, restrictions, penalties, liabilities, conditions, and limitations that would apply to such a national bank.

~~Interim~~Basis ~~Financial~~of ~~Statements~~Presentation

The interim unaudited consolidated financial statements as of ~~March~~December 31, 2024, and for the three and ~~nine~~six months ended ~~March~~December 31, 2024 and 2023, are unaudited and reflect all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. Such adjustments are the only adjustments contained in these unaudited consolidated financial statements. These unaudited consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission and, therefore, certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been omitted. The results of operations for the three and ~~nine~~six months ended ~~March~~December 31, 2024, are not necessarily indicative of the results to be achieved for the remainder of the year ending June 30, ~~2024~~2025, or any other period.

The accompanying consolidated financial statements have been derived from and should be read in conjunction with the audited financial statements as of and for the years ended June 30, ~~2023~~2024 and ~~2022~~2023 contained in the Company’s Form 10-K for the fiscal year ended June 30, ~~2023~~2024, filed with the Securities and Exchange Commission on ~~October~~September 627, ~~2023~~2024.

Significant Accounting Policies and Use of Estimates

Significant accounting policies are defined as those that are reflective of significant judgments and uncertainties and could reflect materially different results under different assumptions and conditions. Methodologies the Company uses when applying critical accounting policies and developing critical estimates are included in its Annual Report on Form 10-K for the year ended June 30, 2024. Our accounting policies for credit losses, investment securities, and income taxes comprise those that management believes involve the most critical estimates and aid in fully understanding and evaluating our reported financial results. There were no material changes from the significant accounting policies or critical accounting estimates previously disclosed in the Company’s Annual Report on Form 10-K for the year ended June 30, 2024.

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~~Use of Estimates~~

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for credit losses, valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, valuation of deferred tax assets and fair values of financial instruments.

Debt Securities

Debt securities held by the Bank generally are classified and recorded in the consolidated financial statements as follows:

Classified as	Description	Recorded at
Held to maturity (HTM)	Certain debt securities that management has the positive intent and ability to hold to maturity	Amortized cost

Trading	Securities that are bought and held principally for the purpose of selling in the near term and, therefore, held for only a short period of time	Fair value, with changes in fair value included in earnings

Available for sale (AFS)	Securities not classified as HTM or trading	Fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income

Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities, identified as the call date as to premiums and maturity date as to discounts. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.

~~Subsequent~~The Company uses a current expected credit loss ("CECL") model to ~~adoption~~estimate ofthe ~~ASC~~allowance ~~326~~for credit losses on ~~July~~debt 1securities. For available-for-sale debt securities in an unrealized loss position, ~~2023:~~management first assesses whether it intends to sell, or it is more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security's amortized cost basis is written down to fair value through income. For available-for-sale debt securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors.

~~Effective~~If ~~July~~this 1,assessment ~~2023,~~indicates ~~the~~that ~~Company uses~~ a ~~current expected~~ credit loss ~~("CECL")~~exists, ~~model to estimate~~ the ~~allowance~~present ~~for~~value ~~credit~~of ~~losses~~cash onflows ~~debt~~expected ~~securities. For available-for-sale debt securities in an unrealized loss position, management first assesses whether it intends~~ to ~~sell, or it is more likely than not that it will~~ be ~~required~~collected tofrom ~~sell,~~ the security ~~before~~are ~~recovery~~compared ofto ~~its~~the amortized cost basis. ~~If either~~ of the ~~criteria~~security. ~~regarding~~If ~~intent or requirement to sell is met,~~ the ~~security's~~present ~~amortized~~value ~~cost~~of ~~basis~~cash isflows ~~written~~expected ~~down~~ to ~~fair~~be ~~value~~collected ~~through~~is ~~income.~~less ~~For~~than ~~available-for-sale debt securities that do not meet~~ the ~~aforementioned~~amortized ~~criteria~~cost basis, ~~the~~a ~~Company~~credit ~~evaluates~~loss ~~whether~~exists ~~the~~and ~~decline~~an inallowance ~~fair~~for ~~value has resulted from~~ credit losses oris ~~other~~recorded ~~factors.~~for Inthe ~~making~~credit ~~this assessment~~loss, ~~management~~limited ~~considers~~by the ~~extent~~amount tothat ~~which~~the fair value is less than the amortized cost, ~~any~~basis. ~~changes~~Any todecline ~~the~~in ~~rating~~fair ofvalue ~~the~~that ~~security~~has bynot abeen ~~rating~~recorded ~~agency,~~through ~~and~~an ~~adverse~~allowance ~~conditions~~for ~~specifically~~credit ~~related~~losses tois ~~the~~recognized ~~security~~in other comprehensive income, ~~among~~net ~~other~~of ~~factors.~~applicable taxes.

IfAmortized ~~this~~cost ~~assessment~~excludes ~~indicates~~accrued ~~that~~interest ~~a credit loss exists~~receivable, ~~the~~which ~~present~~is ~~value~~included ofin ~~cash~~Accrued ~~flows~~Interest ~~expected~~Receivable toon ~~be collected from~~ the ~~security~~consolidated ~~are~~balance ~~compared to the amortized cost basis of the security~~sheets. At IfDecember ~~the~~31, ~~present~~2024 ~~value~~and ofJune ~~cash~~30, ~~flows~~2024, ~~expected~~accrued tointerest bereceivable ~~collected~~on isavailable ~~less~~for ~~than~~sale ~~the~~securities ~~amortized~~was ~~cost basis~~$453,000 aand ~~credit~~$467,000, ~~loss~~respectively, ~~exists~~ and ~~an allowance for credit losses~~ is ~~recorded~~excluded ~~for~~from the ~~credit~~estimate ~~loss,~~of ~~limited~~credit ~~by the amount~~ losses.

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that the fair value is less than the amortized cost basis. Any decline in fair value that has not been recorded through an allowance for credit losses is recognized in other comprehensive income, net of applicable taxes.

Prior to adoption of ASC 326 on July 1, 2023:

Prior to July 1, 2023, when the fair value of securities was below amortized cost, the Bank’s accounting treatment for an other-than-temporary impairment (OTTI) was as follows:

Accounting Treatment for OTTI Components Circumstances of Impairment Credit Remaining Considerations Component Portion Not intended for sale and more likely than not that the Bank will not have to sell before recovery of cost basis Recognized in earnings Recognized in other comprehensive income Intended for sale or more likely than not that the Bank will be required to sell before recovery of cost basis Recognized in earnings

For held-to-maturity debt securities, the amount of OTTI recorded in other comprehensive income for the noncredit portion of a previous OTTI was amortized prospectively over the remaining life of the security on the basis of the timing of future estimated cash flows of the security.

When a credit loss component was separately recognized in earnings, the amount is identified as the total of principal cash flows not expected to be received over the remaining term of the security, as projected based on cash flow projections.

The Company recognized no other-than-temporary impairments during the three and nine months ended March 31, 2023.

Loans

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their outstanding principal balances adjusted for unearned income, charge-offs, the allowance for credit losses and any unamortized deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans. For loans amortized at cost, interest income is accrued based on the unpaid principal balance. Loan origination fees, net of certain direct origination ~~costs, as well as premiums and discounts, are deferred and amortized as a level yield adjustment over the respective term of the loan.~~

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costs, as well as premiums and discounts, are deferred and amortized as a level yield adjustment over the respective term of the loan.

Accrued interest receivable on the Company’s loans, which is included in Accrued Interest Receivable on the consolidated balance sheets at December 31, 2024 and June 30, 2024 was $546,000 and $457,000, respectively, and is excluded from the estimate of credit losses.

The past due status of a loan is based on the contractual terms in the loan agreement. The accrual of interest on a loan is discontinued when the loan becomes 90 days delinquent or whenever management believes the borrower will be unable to make payments as they become due. When loans are placed on nonaccrual status or charged off, all unpaid accrued interest is reversed against interest income. The interest on these loans is subsequently accounted for on the cash basis if collection of the remaining recorded investment in the loan is still expected or using the cost-recovery method when collection of the remaining recorded investment is in doubt. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

For loans amortized at cost, interest income is accrued based on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, as well as premiums and discounts, are deferred and amortized as a level yield adjustment over the respective term of the loan.

For all loan portfolio segments except residential and consumer loans, the Bank promptly charges-off loans, or portions thereof, when available information confirms that specific loans are uncollectible based on information that includes, but is not limited to, (1) the deteriorating financial condition of the borrower, (2) declining collateral values, and/or (3) legal action, including bankruptcy, that impairs the borrower’s ability to adequately meet its obligations. For impaired loans that are considered to be solely collateral dependent, a partial charge-off is recorded when a loss has been confirmed by an updated appraisal or other appropriate valuation of the collateral.

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The Bank charges-off residential and consumer loans, or portions thereof, when the Bank reasonably determines the amount of the loss. The Bank adheres to delinquency thresholds established by applicable regulatory guidance to determine the charge-off timeframe for these loans. Loans at these delinquency thresholds for which the Bank 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. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. 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 Bank requires a period of satisfactory performance of not less than six months before returning a nonaccrual loan to accrual status.

When cash payments are received on impaired loans in each loan class, the Bank records the payment as interest income unless collection of the remaining recorded principal amount is doubtful, at which time payments are used to reduce the principal balance of the loan.

Allowance for Credit Losses

The Company adopted ASU No. 2016-13 and began accounting for credit losses under ASC 326, Financial Instruments - Credit Losses, on July 1, 2023. The new standard significantly changed the impairment model for most financial assets that are measured at amortized cost, including off-balance sheet credit exposures, from an incurred loss impairment model to an expected credit loss model. Refer to Note 2 for more information on the impact to the consolidated financial statements.

The allowance for credit losses on loans is a valuation allowance that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on the Company's loan portfolio. The allowance for credit losses on loans is established through provisions for credit losses charged against earnings. When available information confirms that specific loans, or portions thereof, are uncollectible, these amounts are charged against the allowance for credit losses on loans, and subsequent recoveries, if any, are credited to the allowance for credit losses on loans.

~~Subsequent~~The Company uses a current expected credit loss ("CECL") model to ~~adoption~~estimate ofthe ~~ASC~~allowance ~~326~~for credit losses on ~~July~~loans. 1The CECL model considers historical loss rates and other qualitative adjustments, ~~2023:~~as well as a new forward-looking component that considers reasonable and supportable forecasts over the expected life of each loan. To develop the allowance for credit losses on

Effective July 1, 2023, the Company uses a current expected credit loss ("CECL") model to estimate the allowance for credit losses on loans. The CECL model considers historical loss rates and other qualitative adjustments, as well as a new forward-looking component that considers reasonable and supportable forecasts over the expected life of each loan. To develop the allowance for credit losses on loans estimate under the CECL model, the Company segments the loan portfolio into loan pools based on loan type and similar credit risk elements; performs an individual evaluation of certain collateral dependent and other credit-deteriorated loans; calculates the historical loss rates for the segmented loan pools; applies the loss rates over the calculated life of the collectively evaluated loan pools; adjusts for forecasted macro-level economic conditions and other anticipated changes in credit quality; and determines qualitative adjustments based on factors and conditions unique to the Company's loan portfolio.10

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loans estimate under the CECL model, the Company segments the loan portfolio into loan pools based on loan type and similar credit risk elements; performs an individual evaluation of certain collateral dependent and other credit-deteriorated loans; calculates the historical loss rates for the segmented loan pools; applies the loss rates over the calculated life of the collectively evaluated loan pools; adjusts for forecasted macro-level economic conditions and other anticipated changes in credit quality; and determines qualitative adjustments based on factors and conditions unique to the Company's loan portfolio.

Under the CECL model, loans that do not share similar risk characteristics with loans in their respective pools are individually evaluated for expected credit losses and are excluded from the collectively evaluated loan credit loss estimates. Management individually evaluates nonaccrual loans and other loans with evidence of credit deterioration. For loans individually evaluated, a specific reserve is estimated based on either the fair value of collateral or the discounted value of expected future cash flows.

A loan is considered to be collateral dependent when, based upon management's assessment, the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. For collateral dependent loans, expected credit losses are based on the fair value of the collateral as of the date of the consolidated balance sheet, with consideration for estimated selling costs if satisfaction of the loan depends on the sale of the collateral.

Management evaluates all collectively evaluated loan pools using the weighted average remaining life ("WARM") methodology. The WARM methodology applies calculated quarterly net loss rates to collectively evaluated loan pools on a periodic basis based on the estimated remaining life of each pool. The estimated losses under the remaining life methodology are then adjusted for qualitative factors deemed appropriate by management.

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on the estimated remaining life of each pool. The estimated losses under the remaining life methodology are then adjusted for qualitative factors deemed appropriate by management.

The estimated remaining life of each pool is determined using annual, pool-based attrition measurements using the Company's loan-level historical data. The Company's historical call report data is utilized for historical loss rate calculations, and the lookback period for each collectively evaluated loan pool is determined by management based upon management’s evaluation of what historical data is most reflective indicator of expected losses. Forecasted historical loss rates are calculated using the Company's historical data based on the lookback, forecast, and reversion period inputs by management. Management elected to utilize an 8-quarter forecast period, with immediate reversion to historical losses after the forecast period.

The quantitative analysis described above is supplemented with other qualitative factors based on the risks present for each collectively evaluated loan pool. These qualitative factors include: changes in lending policies and practices; changes in international, national, regional, and local business conditions; changes in the nature and volume of the portfolio and in terms of loans; changes in lending staff; changes in the volume and severity of past due loans; changes in the quality of the Company’s loan review system; changes in the value of underlying collateral; existence and effect of any concentrations of credit risk and changes in the levels of concentrations; and the effect of other external factors such as competition.

In addition to the allowance for credit losses on loans, the Company maintains a reserve for unfunded loan commitments at a level that management believes is adequate to absorb estimated probable credit losses over the contractual terms of the Company's noncancellable loan commitments. The reserve for unfunded commitments, which is included in Accrued interest payable and other liabilities on the accompanying consolidated balance, is established through provisions for credit losses charged against earnings.

Unfunded loan commitments are segmented into the same pools used for estimating the allowance for credit losses on loans. Estimated credit losses on unfunded loan commitments are based on the same methodology, inputs, and assumptions used to estimate credit losses on collectively evaluated loans, adjusted for estimated funding probabilities. The estimated funding probabilities represent management's estimate of the amount of the current unfunded loan commitment that will be funded over the remaining contractual life of the commitment and is based on historical data, when available, or as determined by management when historical data is not available.

The Company may modify loans to borrowers experiencing financial difficulty and grant certain concessions that include principal forgiveness, a term extension, an other-than-insignificant payment delay, an interest rate reduction, or a combination of these concessions. An assessment of whether the borrower is experiencing financial difficulty is made at the time of the loan modification. Upon the Company's determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.

Prior to adoption of ASC 326 on July 1, 2023:

Prior to July 1, 2023, the Company used an incurred loss impairment model to estimate the allowance for loan losses. This methodology assessed the overall appropriateness of the allowance for loan losses on loans and included allocations for specifically identified impaired loans and loss factors for all remaining loans, with a component primarily based on historical loss rates and another component primarily based on other qualitative factors.

Under the incurred loss impairment model, the allowance for loan losses was based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. When historical data was not available, management relied upon available peer data.

The allowance for loan losses under the incurred loss impairment model consisted of allocated and general components. The allocated component related to loans that were classified as impaired. For those loans that were classified as impaired, an allowance was established when the discounted cash flows (or collateral value or observable market price) of the impaired loan was lower than the carrying value of that loan. The general component covered nonimpaired loans and was based on historical charge-off experience by segment. The historical loss experience was determined by portfolio segment and was based on the actual loss history experienced by the Company over the prior three years. Other adjustments (qualitative/environmental

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considerations) for each segment were added to the allowance for each loan segment after an assessment of internal or external influences on credit quality that were not fully reflected in the historical loss or risk rating data.

Under the incurred loss impairment model, a loan was considered impaired when, based on current information and events, it was probable that the Company would be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment included payment status, collateral value and the probability of collecting scheduled principal and interest payments when due, based on the loan’s current payment status and the borrower’s financial condition, including available sources of cash flows. Loans that experience insignificant payment delays and payment shortfalls generally were not classified as impaired. Management determined the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment was measured on a loan-by-loan basis for non-homogenous type loans such as commercial, non-owner-occupied residential, multi-family, nonresidential and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral dependent. For impaired loans where the Company utilized the discounted cash flows to determine the level of impairment, the Company included the entire change in the present value of cash flows as bad debt expense.

The fair values of collateral dependent impaired loans were based on independent appraisals of the collateral. In general, the Company acquired an updated appraisal upon identification of impairment and annually thereafter for commercial, commercial real estate and multi-family loans. If the most recent appraisal was over a year old, and a new appraisal was not performed, due to lack of comparable values or other reasons, the existing appraisal is utilized and discounted based on the age of the appraisal, condition of the subject property and overall economic conditions. After determining the collateral value as described, the fair value was calculated based on the determined collateral value less selling expenses. The potential for outdated appraisal values was considered in the determination of the allowance for loan losses through analysis of various trends and conditions including the local economy, trends in charge-offs and delinquencies, etc. and the related qualitative adjustments assigned by the Company.

Under the incurred loss impairment model, segments of loans with similar risk characteristics were collectively evaluated for impairment based on the segment’s historical loss experience adjusted for changes in trends, conditions and other relevant factors that affect repayment of the loans. Accordingly, the Company did not separately identify individual consumer and residential loans for impairment measurements, unless such loans were the subject of a restructuring agreement due to financial difficulties of the borrower.

Prior to the adoption of ASU 2022-02, any loans that are modified were reviewed by the Company to identify if a troubled debt restructuring (TDR) had occurred, which was when, for economic or legal reasons related to a borrower’s financial difficulties, the Company granted a concession to the borrower that it would not otherwise consider. With regard to determination of the amount of the allowance for loan losses, troubled debt restructured loans were considered to be impaired. As a result, the determination of the amount of impaired loans for each portfolio segment within troubled debt restructurings was the same as detailed previously.

Revenue Recognition

The Company accounts for revenues in accordance with Accounting Standards Update (ASU) 2014-09 "Revenue from Contracts with Customers" (Accounting Standards Codification (ASC) 606) and all subsequent ASUs that modified ASC 606. ASC 606 provides that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Interest income, net securities gains (losses) and income from bank-owned life insurance are not included within the scope of ASC 606. For the revenue streams in the scope of ASC 606, service charges on deposits and electronic banking fees, there are no significant judgments related to the amount and timing of revenue recognition. All the Company’s in scope revenue from contracts with customers is recognized within other noninterest income.

Deposit Services. The Company generates revenues through fees charged to depositors related to deposit account maintenance fees, overdrafts, ATM fees, wire transfers and additional miscellaneous services provided at the request of the depositor. For deposit-related services, revenue is recognized when performance obligations are satisfied, which is, generally, at a point in time.

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Stock-Based Compensation

Compensation cost is recognized for stock options and restricted stock awards issued to employees and directors, based on the fair value of these awards at the date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Company’s common stock at the date of grant is used for restricted stock awards.

Compensation cost is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. The Company’s accounting policy is to recognize forfeitures as they occur.

Treasury Stock

Common stock shares repurchased are recorded at cost. Cost of shares retired or reissued is determined using the first-in, first-out method.

Earnings (Loss) Per Share

Basic earnings (loss) per share (“EPS”) represents income available or loss attributable to common shareholders divided by the weighted average number of common shares outstanding during the period. Unallocated common shares held by the ESOP are not included in the weighted average number of common shares outstanding for purposes of calculating EPS until they are committed to be released. Legally issued and outstanding unvested restricted shares are not included in the weighted average number of common shares outstanding for purposes of calculating basic EPS until the awards vest, however, these shares are included in the computation of the denominator of diluted EPS, if dilutive. Diluted EPS reflects additional common shares that would have been outstanding if dilutive potential common shares, in the form of stock options and restricted stock awards, had been issued, as well as any adjustment to income that would result from the assumed issuance and is calculated using the treasury stock method. Potentially dilutive common shares are excluded from the computation of diluted EPS in periods in which the effect would be anti-dilutive.

The computation for the three and nine months ended March 31, 2024 and 2023 is as follows:


	Three Months Ended				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
	(Unaudited)				(Unaudited)
Basic
Net (loss) income	$	(618,606)	$	90,020	$	(1,356,787)	$	(248,049)

Shares outstanding for basic (loss) earnings per share:
Weighted-average common shares outstanding		1,903,949		1,922,924		1,918,007		1,787,065
Less average unearned ESOP shares		(137,169)		(153,834)		(142,292)		(142,965)
Weighted-average shares - basic		1,766,780		1,769,090		1,775,715		1,644,100

Basic (loss) earnings per share	$	(0.35)	$	0.05	$	(0.76)	$	(0.15)

Diluted
Effect of dilutive stock-based awards
Weighted-average shares oustanding - basic		1,766,780		1,769,090		1,775,715		1,644,100
Stock options		—		—		—		—
Restricted stock		—		—		—		—
Weighted average shares - assuming dilution		1,766,780		1,769,090		1,775,715		1,644,100

Diluted (loss) earnings per share	$	(0.35)	$	0.05	$	(0.76)	$	(0.15)

Stock options and restricted stock awards for 10,000 and 28,841 shares of common stock, respectively, were not considered in computing diluted earnings per common share for the three and nine months ended March 31, 2024, because they were antidilutive.

Table of Contents

Note 2:Recent Accounting Pronouncements

Accounting Standards ~~Adopted~~Updates inIssued, ~~2024~~but Not Adopted

~~Measurement~~Income Taxes: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU add specific requirements for income tax disclosures to improve transparency and decision usefulness. The guidance in ASU 2023-09 requires that public business entities disclose specific categories in the income tax rate reconciliation and provide additional qualitative information for reconciling items that meet a quantitative threshold. In addition, the amendments in ASU 2023-09 require that all entities disclose the amount of ~~Credit~~income ~~Losses~~taxes paid disaggregated by federal, state, and foreign taxes and disaggregated by individual jurisdictions. The ASU also includes other disclosure amendments related to the disaggregation of income tax expense between federal, state and foreign taxes. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on ~~Financial~~a ~~Instruments:~~prospective basis and retrospective application is permitted.

~~The~~Segment ~~Company~~Reporting: ~~recently~~In ~~adopted~~November 2023, the ~~following~~FASB ~~Accounting~~issued ~~Standards~~ASU ~~Updates~~2023-07, Segment Reporting (~~“ASU”~~Topic 280): ~~issued~~Improvements to Reportable Segment Disclosures. These amendments require, among other things, that a public entity that has a single reportable segment provide all the disclosures required by the ~~Financial~~amendments ~~Accounting~~in ~~Standards~~this ~~Board~~ASU ~~(“FASB”)~~and all existing segment disclosures in Topic 208. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments retrospectively to all periods presented in the financial statements.

ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments – This standard significantly changes how financial assets measured at amortized cost are presented. Such assets, which include most loans, are presented at the net amount expected to be collected over their remaining contractual lives. Estimated credit losses are based on relevant information about historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amounts. The standard also changes the accounting for credit losses related to available-for-sale securities.

The Company adopted ASU No. 2016-13 on July 1, 2023, and recorded a cumulative effect adjustment of $53,000 to retained earnings . Results for the three and nine months ended March 31, 2024, are presented under Accounting Standards Codification (“ASC”) 326 while prior period amounts continue to be reported in accordance with previously applicable accounting standards generally accepted in the United States (“US GAAP”). See Debt Securities, Loans, and Allowance for Credit Losses on Loans accounting policies in Note 1 and see Notes 3 and 4 for additional disclosures related to this new accounting pronouncement.

ASU No. 2022-02, Troubled Debt Restructurings and Vintage Disclosures, Topic 326 (Financial Instruments-Credit Losses) – This standard eliminates the recognition and measurement guidance for troubled debt restructurings by creditors under ASC Subtopic 310-40, Receivables-Troubled Debt Restructurings by Creditors, and, instead, requires the Company to evaluate (consistent with other loan modification accounting standards) whether a loan modification represents a new loan or a continuation of an existing loan. The amendments to the standard also enhance existing disclosure requirements, and introduce new requirements related to certain modifications of loans made to borrowers experiencing financial difficulty. The Company adopted ASU No. 2022-02 on July 1, 2023, on a prospective basis. See Note 4 for new disclosures related to the new accounting standard.

Note 3:Debt Securities

Debt securities held by the Company generally are classified and recorded in the financial statements as available for sale, with unrealized gains and losses excluded from earnings and reported in other comprehensive income (loss).

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


			Gross		Gross
	Amortized		Unrealized		Unrealized		Approximate
	Cost		Gains		Losses		Fair Value
	(Unaudited)
Available-for-sale Securities:
March 31, 2024
December 31, 2024
U.S. Government agencies	$	6,000,000	$	—	$	320,580	$	5,679,420
Mortgage-backed Government
Sponsored Enterprises (GSEs)	$	3017,~~720~~429,~~714~~944	$	5363,~~369~~550	$	169,~~803,593~~913	$	2817,~~970~~423,~~490~~581
Collateralized mortgage obligations (CMOs)		92129,~~040~~622,~~967~~174		~~247~~392,~~133~~770		~~482~~674,~~115~~676		91129,~~805~~340,~~985~~268
Subordinated debt		24,750,000		—		~~158~~189,~~320~~560		24,~~591~~560,~~680~~440
State and political subdivisions		4,551,810		—		664,597		3,887,213
	$	151,802,118	$	456,320	$	934,149	$	151,324,289
	$	136,063,491	$	300,502	$	3,429,205	$	132,934,788

1512

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Gross

Amortized

Unrealized

Approximate

Cost

Gains

Losses

Fair Value

Available-for-sale Securities:

June 30, 2023

June 30, 2024

U.S. Government agencies

76,000,000

~~1,410~~—

~~471~~285,~~900~~910

65,~~529~~714,~~510~~090

Mortgage-backed Government

Sponsored Enterprises (GSEs)

172,~~561~~910,~~545~~227

~~278~~3,~~848~~516

1113,~~312~~077,~~858~~539

1,~~874~~673,~~262~~371

2815,~~874~~987,~~403~~766

21,~~153~~676,~~110~~887

Collateralized mortgage obligations

2255,~~734~~863,~~587~~004

~~261~~418,~~388~~582

—1,662,871

—40,612

2257,~~734~~525,~~587~~875

~~261~~459,~~388~~194

Subordinated debt

~~860~~1,~~470~~688,750

~~139~~61,~~530~~250

—849,205

—150,795

~~860~~2,~~470~~537,955

~~139~~212,~~530~~045

State and political subdivisions

~~448,750~~—

~~8,324~~—

3,~~432~~829,~~615~~642

~~672~~718,~~020~~946

3,~~881~~829,~~365~~642

~~680~~718,~~344~~946

Total available-for-sale securities

4160,~~605~~461,~~352~~981

~~688~~483,~~090~~348

2025,~~273~~133,~~573~~347

32,~~018~~869,~~182~~634

6185,~~878~~595,~~925~~328

3,~~706~~352,~~272~~982

~~U.S. Government Agencies and State and Political Subdivisions and~~ Subordinated Debt

Unrealized losses on these securities have not been recognized into income because the issuers’ bonds are of high credit quality, values have only been impacted by changes in interest rates since the securities were purchased, and the Company has the intent and ability to hold the securities for the foreseeable future. The fair value is expected to recover as the bonds approach the maturity date.

Mortgage-backed GSE’s, Collateralized Mortgage Obligations

Unrealized losses on these securities have not been recognized into income because the unrealized losses were caused by changes in interest rates and illiquidity, and not credit quality. The Company has the intent and ability to hold the securities for the foreseeable future. The fair value is expected to recover as the bonds approach the maturity date and the Company expects to recover the amortized cost basis over the term of the securities.

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Note 4:Loans and Allowance for Credit Losses

Categories of loans at ~~March~~December 31, 2024 and June 30, ~~2023~~2024 include:


	~~March~~December 31,		June 30,
	2024		~~2023~~2024
		(Unaudited)
Real estate loans:
Commercial	$	727,~~970~~808,~~138~~261	$	619,~~009~~724,~~615~~941
Residential		6874,~~044~~028,~~047~~147		6569,~~857~~826,~~446~~726
Multifamily		~~664~~642,~~639~~881		~~688~~659,~~393~~257
Agricultural		4,~~356~~104,~~527~~394		4,~~044~~213,~~648~~660
Construction and land		1626,~~122~~249,~~096~~385		817,~~567~~644,~~060~~710
Home equity line of credit (HELOC)		12,~~206~~284,~~379~~378		~~355~~1,~~296~~622,877
Commercial and industrial		715,~~969~~227,~~794~~430		314,~~398~~879,~~557~~004
Consumer		~~973~~983,~~533~~855		~~801~~955,~~476~~415
Total loans		~~107~~151,~~307~~328,~~153~~731		89129,~~722~~526,~~491~~590
Less:
Undisbursed loans in process		1,~~202~~727,~~541~~364		82,~~202~~222,~~918~~582
Net deferred loan fees		~~100~~94,~~509~~993		47139,~~756~~947
Allowance for credit losses		~~601~~990,~~451~~926		~~263~~772,~~422~~969
Net loans	$	~~105~~148,~~402~~515,~~652~~448	$	81126,~~208~~391,~~395~~092

The following tables present the activity in the allowance for credit losses based on portfolio segment for the three and ~~nine~~six months ended ~~March~~December 31, 2024 and 2023.


	Balance		Provision (credit)						Balance
	December 31, 2023		for loan losses		Charge-offs		Recoveries		March 31, 2024
	(Unaudited)
Real estate loans:
Commercial	$	79,337	$	(9,602)	$	—	$	—	$	69,735
Residential		208,364		744		—		—		209,108
Multifamily		1,555		(24)		—		—		1,531
Agricultural		13,530		1,492		—		—		15,022
Construction and land		121,302		67,521		—		—		188,823
HELOC		2,121		808		—		—		2,929
Commercial and industrial		88,964		10,994		—		—		99,958
Consumer		14,299		46		—		—		14,345
Total	$	529,472	$	71,979	$	—	$	—	$	601,451


	Balance		Provision (credit)						Balance
	~~December~~September 3130, ~~2022~~2024		for loan losses		Charge-offs		Recoveries		~~March~~December 31, ~~2023~~2024
	(Unaudited)
Real estate loans:
Commercial	$	19212,~~122~~477	$	~~(931)~~97,046	$	—	$	—	$	18309,~~191~~523
Residential		~~173~~181,~~473~~293		13,~~885~~858		—		—		~~175~~185,~~358~~151
Multifamily		1,~~844~~254		24(10)		—		—		1,~~868~~244
Agricultural		1712,~~575~~136		(~~606~~291)		—		—		1611,~~969~~845
Construction and land		7253,~~659~~894		~~(422)~~35,613		—		—		7289,~~237~~507
HELOC		13,~~018~~456		20817		—		—		14,~~038~~273
Commercial and industrial		1171,~~176~~803		1416,267		—		—		1188,~~190~~070
Consumer		12,~~017~~248		16(935)		—		—		1,~~033~~313
Total	$	~~222~~838,~~884~~561	$	—152,365	$	—	$	—	$	~~222~~990,~~884~~926

Unfunded loan commitments and letters of credit	$	199,406	$	95,769	$	—	$	—	$	295,175


	Balance		~~Adoption~~Provision of(credit)		~~Provision (credit)~~				Balance		~~Balance~~
	~~June~~September 30, 2023		~~ASC~~for ~~326~~loan losses		~~for loan losses~~Charge-offs		~~Charge-offs~~Recoveries		~~Recoveries~~December 31, 2023		~~March 31, 2024~~
	(Unaudited)
Real estate loans:
Commercial	$	2740,~~379~~492	$	(238,~~203)~~845	$	~~44,559~~—	$	—	$	—79,337	$	~~69,735~~
Residential		214,574		(6,210)		—		—		208,364
Multifamily		1,757		(202)		—		—		1,555
Agricultural		15,791		(2,261)		—		—		13,530
Construction and land		73,004		48,298		—		—		121,302
HELOC		1,253		868		—		—		2,121
Commercial and industrial		90,448		(1,484)		—		—		88,964
Consumer		1,920		12,379		—		—		14,299
Total	$	439,239	$	90,233	$	—	$	—	$	529,472

Unfunded loan commitments and letters of credit	$	20,146	$	3,432	$	—	$	—	$	23,578

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Residential		167,714		41,930		(536)		—		—		209,108
Multifamily		1,786		(9)		(246)		—		—		1,531
Agricultural		17,091		(1,196)		(873)		—		—		15,022
Construction and land		12,491		10,144		166,188		—		—		188,823
HELOC		34,779		(33,888)		2,038		—		—		2,929
Commercial and industrial		882		31,562		67,514		—		—		99,958
Consumer		1,300		455		12,590		—		—		14,345
Total	$	263,422	$	46,795	$	291,234	$	—	$	—	$	601,451


	Balance		Provision (credit)						Balance
	June 30, 2024		for loan losses		Charge-offs		Recoveries		December 31, 2024

	(Unaudited)
Real estate loans:
Commercial	$	206,959	$	102,564	$		$		$	309,523
Residential		174,613		10,538		—		—		185,151
Multifamily		1,275		(31)		—		—		1,244
Agricultural		12,161		(316)		—		—		11,845
Construction and land		190,594		98,913		—		—		289,507
HELOC		3,051		1,222		—		—		4,273
Commercial and industrial		183,011		5,059		—		—		188,070
Consumer		1,305		8		—		—		1,313
Total	$	772,969	$	217,957	$	—	$	—	$	990,926

Unfunded loan commitments and letters of credit	$	176,353	$	118,822	$	—	$	—	$	295,175


	Balance		~~Provision~~Adoption ~~(credit)~~of		Provision (credit)				~~Balance~~		Balance
	June 30, ~~2022~~2023		~~for~~ASC ~~loan losses~~326		~~Charge-offs~~for loan losses		~~Recoveries~~Charge-offs		~~March 31, 2023~~Recoveries		December 31, 2023
	(Unaudited)
Real estate loans:
Commercial	$	2027,~~643~~379	$	(2,~~452~~203)	$	—54,161	$	—	$	~~18,191~~—	$	79,337
Residential		~~177~~167,~~830~~714		(241,~~472)~~930		—(1,280)		—		~~175,358~~—		208,364
Multifamily		1,~~926~~786		(589)		—(222)		—		~~1,868~~—		1,555
Agricultural		1317,~~868~~091		3(1,~~101~~196)		—(2,365)		—		~~16,969~~—		13,530
Construction and land		512,~~477~~491		110,~~760~~144		—98,667		—		~~7,237~~—		121,302
HELOC		134,~~306~~779		(~~268~~33,888)		—1,230		—		~~1,038~~—		2,121
Commercial and industrial		~~709~~882		~~481~~31,562		—56,520		—		~~1,190~~—		88,964
Consumer		1,~~125~~300		~~(92)~~455		—12,544		—		~~1,033~~—		14,299
Total	$	~~222~~263,~~884~~422	$	—46,795	$	—219,255	$	—	$	~~222,884~~—	$	529,472

Unfunded loan commitments and letters of credit	$	—	$	20,503	$	3,075	$	—	$	—	$	23,578

AtThe ~~March 31, 2024, the Company maintained a~~ reserve for unfunded loan commitments ~~totaling $35,363, which~~ is included in accrued interest payable and other liabilities on the accompanying consolidated balance ~~sheet~~sheets. As a part of the adoption of ASU No. 2016-13, the Company recorded an initial adjustment to the reserve for unfunded loan commitments of $20,503. The provision for credit losses on unfunded loan commitments totaled $11,785 and $14,860 for the three and nine months ended March 31, 2024.

The following tables present the balance in the allowance for credit losses and the recorded investment in loans based on portfolio segment as of March 31, 2024 and June 30, 2023:


	Allowance for credit losses				Loans
	Individually		Collectively		Individually		Collectively
	(Unaudited)
March 31, 2024
Real estate loans:
Commercial	$	—	$	69,735	$	—	$	7,970,138
Residential		—		209,108		506,945		67,181,705
Multifamily		—		1,531		—		664,639
Agricultural		—		15,022		—		4,356,527
Construction and land		—		188,823		36,406		15,238,546
HELOC		—		2,929		—		1,206,379
Commercial and industrial		—		99,958		—		7,969,794
Consumer		12,372		1,973		44,780		928,753
Total	$	12,372	$	589,079	$	588,131	$	105,516,481


	Allowance for credit losses				Loans
	Individually		Collectively		Individually		Collectively
June 30, 2023
Real estate loans:
Commercial	$	—	$	27,379	$	—	$	6,009,615
Residential		7		167,714		304,096		65,553,350
Multifamily		—		1,786		—		688,393
Agricultural		—		17,091		—		4,044,648
Construction and land		—		12,491		—		8,567,060
HELOC		—		34,779		—		355,296
Commercial and industrial		—		882		—		3,398,557
Consumer		—		1,300		—		801,476
Total	$	7	$	263,422	$	304,096	$	89,418,395

Table of Contents

The Company has adopted a standard loan grading system for all non-residential real estate loans loans. Loan grades are numbered 1 through 8. Grades 1 through 3 are considered satisfactory grades. The grade of 4, Monitor, represents loans requiring more than normal attention. The grade of 5, Special Mention, represents loans of lower quality and is considered criticized. The grades of 6, or Substandard, and 7, Doubtful, refer to loans that are classified.

Pass (1-3) Loans of reasonable credit strength and repayment ability providing a satisfactory credit risk.

Monitor (4)

Loans requiring more than normal attention resulting from underwriting weaknesses as to repayment terms, loan structure, financial and/or documentation exceptions.

Special Mention (5) Loans which may include the characteristics of the Monitor classification, problems that need to be ~~addresses~~addressed by both the lender and the borrower.

Substandard (6)

Loans which may include the characteristics of the Special Mention classification, but also reflects financial and other problems that might result in some loss at a future date and/or reliance upon collateral for ultimate collection.

Doubtful (7) Loans for which some loss is anticipated, but the timing and amount of the loss is not definite.

Loss (8) Loans considered non-bankable assets which may or may not have some salvage value.

Table of Contents

Internally prepared loan gradings for commercial loans are updated at least annually. Residential real estate and hom equity lines of credit are generally evaluated based on whether or not the loan is performing according to the contractual terms of the loans as of the consolidated balance sheet date.

Risk characteristics of each loan portfolio segment are described as follows:

Commercial Real Estate

These loans include commercial real estate and residential real estate secured by property with five or more units. The main risks are changes in the value of the collateral, ability of borrowers to collect rents, vacancy and changes in the tenants’ employment status. Management specifically considers unemployment and changes in real estate values in the Company’s market area.

Residential Real Estate

These loans include first liens and junior liens on 1-4 family residential real estate (both owner and non-owner occupied). The main risks for these loans are changes in the value of the collateral and stability of the local economic environment and its impact on the borrowers’ employment. Management specifically considers unemployment and changes in real estate values in the Company’s market area.

Multifamily

These loans include loans on residential real estate secured by property with five or more units. The main risks are changes in the value of collateral, ability of borrowers to collect rents, vacancy and changes in the tenants’ employment status. Management specifically considers unemployment and changes in real estate values in the Company’s market area.

Agriculture Real Estate

These loans include loans on farm ground, vacant land for development and loans on commercial real estate. The main risks are changes in the value of the collateral and changes in the economy or borrowers’ business operations. Management specifically considers unemployment and changes in real estate values in the Company’s market area.

Table of Contents

Construction and Land Real Estate

These loans include construction loans for 1-4 family residential and commercial properties (both owner and non-owner occupied) and first liens on land. The main risks for construction loans include uncertainties in estimating costs of construction and in estimating the market value of the completed project. The main risks for land loans are changes in the value of the collateral and stability of the local economic environment. Management specifically considers unemployment and changes in real estate values in the Company's market area.

HELOC

These loans are generally secured by owner-occupied 1-4 family residences. The main risks for these loans are changes in the value of the collateral and stability of the local economic environment and its impact on the borrowers’ employment. Management specifically considers unemployment and changes in real estate values in the Company’s market area.

Commercial and Industrial

The commercial and industrial portfolio includes loans to commercial customers for use in financing working capital needs, equipment purchases and expansions. The loans in this category are repaid primarily from the cash flow of a borrower’s principal business operation. Credit risk in these loans is driven by creditworthiness of the borrower and the economic conditions that impact the cash flow stability from business operations. Commercial and industrial loans considered collateral dependent are primarily secured by accounts receivable, inventory, equipment and real estate.

Table of Contents

Consumer Loans

These loans include vehicle loans, share loans and unsecured loans. The main risks for these loans are the depreciation of the collateral values (vehicles) and the financial condition of the borrowers. Major employment changes are specifically considered by management. Some consumer loans are unsecured and have no underlying collateral.

The following ~~table~~shows ~~reflects~~the ~~loan~~amortized ~~balances~~cost of loans, segregated by portfolio segment, credit quality rating and year of origination as of ~~March~~December 31, 2024, ~~based~~and ongross ~~year~~charge-offs offor ~~origination~~the six months ended December 31, 2024:


													Revolving Loans
													Amortized
	~~2024~~2025		~~2023~~2024		~~2022~~2023		~~2021~~2022		~~2020~~2021		Prior		Cost Basis		Total
March 31, 2024 (Unaudited)
	(Unaudited)
December 31, 2024
Commercial
Pass (1-3)	$	25,~~739~~534,~~397~~732	$	116,~~096~~601,~~170~~161	$	1,~~473~~091,~~363~~835	$	~~349~~1,~~845~~419,550	$	~~300~~310,~~606~~836	$	2,~~010~~135,~~757~~309	$	—714,838	$	727,~~970~~808,~~138~~261
Monitor (4)		—		—		—		—		—		—		—		—
Special Mention (5)		—		—		—		—		—		—		—		—
Substandard (6)		—		—		—		—		—		—		—		—
Doubtful (7)		—		—		—		—		—		—		—		—
Total commercial	$	25,~~739~~534,~~397~~732	$	116,~~096~~601,~~170~~161	$	1,~~473~~091,~~363~~835	$	~~349~~1,~~845~~419,550	$	~~300~~310,~~606~~836	$	2,~~010~~135,~~757~~309	$	—714,838	$	727,~~970~~808,~~138~~261
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Multifamily
Pass (1-3)	$	—	$	—	$	~~664,639~~—	$	—642,881	$	—	$	—	$	—	$	~~664~~642,~~639~~881
Monitor (4)		—		—		—		—		—		—		—		—
Special Mention (5)		—		—		—		—		—		—		—		—
Substandard (6)		—		—		—		—		—		—		—		—
Doubtful (7)		—		—		—		—		—		—		—		—
Total multifamily	$	—	$	—	$	~~664,639~~—	$	—642,881	$	—	$	—	$	—	$	~~664~~642,~~639~~881
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Agricultural
Pass (1-3)	$	~~628,000~~—	$	1629,~~101,510~~495	$	~~929~~1,~~590~~040,267	$	~~635~~824,~~680~~713	$	~~278~~612,~~000~~200	$	~~568~~782,~~526~~498	$	—	$	43,~~141~~889,~~306~~173
Monitor (4)		—		—		—		—		—		215,221		—		215,221
Special Mention (5)		—		—		—		—		—		—		—		—
Substandard (6)		—		—		—		—		—		—		—		—
Doubtful (7)		—		—		—		—		—		—		—		—
Total agricultural	$	~~628,000~~—	$	1629,~~101,510~~495	$	~~929~~1,~~590~~040,267	$	~~635~~824,~~680~~713	$	~~278~~612,~~000~~200	$	~~783~~997,~~747~~719	$	—	$	4,~~356~~104,~~527~~394
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Construction and land
Pass (1-3)	$	93,~~645~~129,~~540~~574	$	417,~~220~~923,~~325~~766	$	25,~~219~~145,~~825~~029	$	—16,028	$	—	$	—	$	—	$	1626,~~085~~214,~~690~~397
Monitor (4)		—		—		—		—		—		—		—		—
Special Mention (5)		—		—		—		—		—		—		—		—
Substandard (6)		—		—		—		—		—		34,988		—		34,988
Doubtful (7)		—		—		—		—		—		—		—		—
Total construction and land	$	3,129,574	$	17,923,766	$	5,145,029	$	16,028	$	—	$	34,988	$	—	$	26,249,385
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Commercial and industrial
Pass (1-3)	$	3,379,406	$	11,239,461	$	123,566	$	—	$	—	$	—	$	—	$	14,742,433
Monitor (4)		484,997		—		—		—		—		—		—		484,997
Special Mention (5)		—		—		—		—		—		—		—		—
Substandard (6)		—		—		—		—		—		—		—		—
Doubtful (7)		—		—		—		—		—		—		—		—
Total commercial and industrial	$	3,864,403	$	11,239,461	$	123,566	$	—	$	—	$	—	$	—	$	15,227,430
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Consumer
Pass (1-3)	$	197,054	$	446,319	$	224,937	$	91,674	$	12,374	$	11,497	$	—	$	983,855
Monitor (4)		—		—		—		—		—		—		—		—
Special Mention (5)		—		—		—		—		—		—		—		—
Substandard (6)		—		—		—		—		—		—		—		—
Doubtful (7)		—		—		—		—		—		—		—		—
Total consumer	$	197,054	$	446,319	$	224,937	$	91,674	$	12,374	$	11,497	$	—	$	983,855
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Residential
Performing	$	7,512,210	$	9,576,577	$	5,373,840	$	14,252,448	$	15,888,542	$	20,631,920	$	266,739	$	73,502,276
Nonperforming		—		—		143,835		45,599		111,210		225,227		—		525,871

2118

Table of Contents

Special Mention (5)		—		—		—		—		—		—		—		—
Total residential	$	7,512,210	$	9,576,577	$	5,517,675	$	14,298,047	$	15,999,752	$	20,857,147	$	266,739	$	74,028,147
Substandard (6)		—		—		—		—		—		36,406		—		36,406
Doubtful (7)		—		—		—		—		—		—		—		—
Total construction and land	$	9,645,540	$	4,220,325	$	2,219,825	$	—	$	—	$	36,406	$	—	$	16,122,096
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Commercial and industrial
Pass (1-3)	$	7,500,840	$	180,527	$	—	$	—	$	288,427	$	—	$	—	$	7,969,794
Monitor (4)		—		—		—		—		—		—		—		—
Special Mention (5)		—		—		—		—		—		—		—		—
Substandard (6)		—		—		—		—		—		—		—		—
Doubtful (7)		—		—		—		—		—		—		—		—
Total commercial and industrial	$	7,500,840	$	180,527	$	—	$	—	$	288,427	$	—	$	—	$	7,969,794
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Consumer
Pass (1-3)	$	360,114	$	311,522	$	151,108	$	36,074	$	14,670	$	78,388	$	—	$	951,876
Monitor (4)		—		—		—		—		—		—		—		—
Special Mention (5)		—		—		—		—		—		—		—		—
Substandard (6)		—		21,657		—		—		—		—		—		21,657
Doubtful (7)		—		—		—		—		—		—		—		—
Total consumer	$	360,114	$	333,179	$	151,108	$	36,074	$	14,670	$	78,388	$	—	$	973,533
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Residential
Performing	$	6,477,469	$	5,813,702	$	14,545,292	$	16,953,583	$	8,123,742	$	15,210,114	$	413,200	$	67,537,102
Nonperforming		—		145,502		46,840		—		—		314,603		—		506,945
Total residential	$	6,477,469	$	5,959,204	$	14,592,132	$	16,953,583	$	8,123,742	$	15,524,717	$	413,200	$	68,044,047
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
HELOC
Performing	$	~~775~~714,~~814~~981	$	321,~~709~~121,158	$	~~148~~36,~~908~~417	$	73153,~~695~~062	$	5372,~~842~~771	$	~~121~~174,~~411~~322	$	—	$	12,~~206~~272,~~379~~711
Nonperforming		—		—		—		—11,667		—		—		—		—11,667
Total HELOC	$	~~775~~714,~~814~~981	$	321,~~709~~121,158	$	~~148~~36,~~908~~417	$	73164,~~695~~729	$	5372,~~842~~771	$	~~121~~174,~~411~~322	$	—	$	12,~~206~~284,~~379~~378
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

~~Information~~The ~~regarding~~following shows the ~~credit~~amortized ~~quality~~cost ~~indicators~~of ~~most~~loans, ~~closely~~segregated ~~monitored~~by ~~for~~portfolio ~~other~~segment, ~~than~~credit ~~residential~~quality ~~real~~rating ~~estate~~and ~~loans~~year byof ~~class~~origination as of June 30, ~~2023~~2024, ~~follows~~and gross charge-offs for the year ended June 30, 2024:


								~~Special~~											Revolving Loans
		~~Pass~~			~~Monitor~~			~~Mention~~			~~Substandard~~			~~Doubtful~~			~~Total~~		Amortized
June 30, 2023
	2024			2023			2022			2021			2020			Prior			Cost Basis		Total
Real estate loans:
June 30, 2024
Commercial		$	~~5,868,689~~		$	~~140,926~~		$	—		$	—		$	—		$	~~6,009,615~~
Multifamily			688,393			—			—			—			—			688,393
Pass (1-3)	$	14,580,611		$	1,093,719		$	1,456,599		$	336,694		$	295,178		$	1,962,140		$	—	$	19,724,941
Agricultural			3,822,067			222,581			—			—			—			4,044,648
Monitor (4)		—			—			—			—			—			—			—		—
Construction and land			5,254,192			3,274,936			—			37,932			—			8,567,060
Special Mention (5)		—			—			—			—			—			—			—		—
Commercial and industrial			3,398,557			—			—			—			—			3,398,557
Substandard (6)		—			—			—			—			—			—			—		—
Consumer			801,476			—			—			—			—			801,476
Doubtful (7)		—			—			—			—			—			—			—		—
Total loans		$	19,833,374		$	3,638,443		$	—		$	37,932		$	—		$	23,509,749
Total commercial	$	14,580,611		$	1,093,719		$	1,456,599		$	336,694		$	295,178		$	1,962,140		$	—	$	19,724,941
Gross charge-offs	$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	—
Multifamily
Pass (1-3)	$	—		$	—		$	659,257		$	—		$	—		$	—		$	—	$	659,257
Monitor (4)		—			—			—			—			—			—			—		—
Special Mention (5)		—			—			—			—			—			—			—		—
Substandard (6)		—			—			—			—			—			—			—		—
Doubtful (7)		—			—			—			—			—			—			—		—
Total multifamily	$	—		$	—		$	659,257		$	—		$	—		$	—		$	—	$	659,257
Gross charge-offs	$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	—
Agricultural
Pass (1-3)	$	627,343		$	1,087,542		$	827,774		$	615,048		$	278,000		$	566,671		$	—	$	4,002,378
Monitor (4)		—			—			—			—			—			211,282			—		211,282
Special Mention (5)		—			—			—			—			—			—			—		—
Substandard (6)		—			—			—			—			—			—			—		—
Doubtful (7)		—			—			—			—			—			—			—		—
Total agricultural	$	627,343		$	1,087,542		$	827,774		$	615,048		$	278,000		$	777,953		$	—	$	4,213,660
Gross charge-offs	$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	—
Construction and land
Pass (1-3)	$	12,732,392		$	4,855,874		$	20,212		$	—		$	—		$	—		$	—	$	17,608,478
Monitor (4)		—			—			—			—			—			—			—		—
Special Mention (5)		—			—			—			—			—			—			—		—
Substandard (6)		—			—			—			—			—			36,232			—		36,232
Doubtful (7)		—			—			—			—			—			—			—		—
Total construction and land	$	12,732,392		$	4,855,874		$	20,212		$	—		$	—		$	36,232		$	—	$	17,644,710
Gross charge-offs	$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	—
Commercial and industrial
Pass (1-3)	$	14,429,210		$	161,367		$	—		$	288,427		$	—		$	—		$	—	$	14,879,004
Monitor (4)		—			—			—			—			—			—			—		—
Special Mention (5)		—			—			—			—			—			—			—		—
Substandard (6)		—			—			—			—			—			—			—		—
Doubtful (7)		—			—			—			—			—			—			—		—
Total commercial and industrial	$	14,429,210		$	161,367		$	—		$	288,427		$	—		$	—		$	—	$	14,879,004
Gross charge-offs	$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	—
Consumer
Pass (1-3)	$	493,671		$	287,793		$	132,845		$	17,597		$	11,714		$	11,795		$	—	$	955,415
Monitor (4)		—			—			—			—			—			—			—		—
Special Mention (5)		—			—			—			—			—			—			—		—
Substandard (6)		—			—			—			—			—			—			—		—
Doubtful (7)		—			—			—			—			—			—			—		—
Total consumer	$	493,671		$	287,793		$	132,845		$	17,597		$	11,714		$	11,795		$	—	$	955,415
Gross charge-offs	$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	—
Residential
Performing	$	9,835,966		$	5,704,514		$	14,362,807		$	16,673,325		$	7,723,487		$	14,614,432		$	410,032	$	69,324,563
Nonperforming		—			145,011			46,674			—			—			310,478			—		502,163

The following tables present the credit risk profile of the Company’s residential real estate loan portfolio based on internal rating category and payment activity as of June 30, 2023:


	Performing		Nonperforming		Total
June 30, 2023
Real estate loans:
Residential	$	65,553,350	$	304,096	$	65,857,446
HELOC		355,296		—		355,296
Total	$	65,908,646	$	304,096	$	66,212,742

The Company evaluates the loan risk grading system definitions and allowance for credit losses methodology on an ongoing basis. No significant changes were made to either during the quarter ended March 31, 2024.

Table of Contents

The following tables present the Company’s loan portfolio aging analysis of the recorded investment in loans as of March 31, 2024 and June 30, 2023:

Total residential	$	9,835,966	$	5,849,525	$	14,409,481	$	16,673,325	$	7,723,487	$	14,924,910	$	410,032	$	69,826,726
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
HELOC
Performing	$	1,231,286	$	34,140	$	145,393	$	39,737	$	51,479	$	120,842	$	—	$	1,622,877
Nonperforming		—		—		—		—		—		—		—		—
Total HELOC	$	1,231,286	$	34,140	$	145,393	$	39,737	$	51,479	$	120,842	$	—	$	1,622,877
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—


	March 31, 2024
					Greater Than								Total Loans >
	30-59 Days		60-89 Days		90 Days		Total				Total Loans		90 Days &
	Past Due		Past Due		Past Due		Past Due		Current		Receivable		Accruing
	(Unaudited)
Real estate loans:
Commercial	$	229,387	$	—	$	—	$	229,387	$	7,740,751	$	7,970,138	$	—
Residential		1,487,891		—		81,504		1,569,395		66,474,652		68,044,047		—
Multifamily		—		—		—		—		664,639		664,639		—
Agricultural		—		—		—		—		4,356,527		4,356,527		—
Construction and land		36,406		—		—		36,406		16,085,690		16,122,096		—
HELOC		—		—		—		—		1,206,379		1,206,379		—
Commercial and industrial		—		—		—		—		7,969,794		7,969,794		—
Consumer		9,063		—		44,399		53,462		920,071		973,533		—
Total	$	1,762,747	$	—	$	125,903	$	1,888,650	$	105,418,503	$	107,307,153	$	—

The following tables present the Company’s loan portfolio aging analysis of the recorded investment in loans as of December 31, 2024 and June 30, 2024:


	December 31, 2024
					Greater Than								Total Loans >
	30-59 Days		60-89 Days		90 Days		Total				Total Loans		90 Days &
	Past Due		Past Due		Past Due		Past Due		Current		Receivable		Accruing

	(Unaudited)
Real estate loans:
Commercial	$	215,844	$	—	$	—	$	215,844	$	27,592,417	$	27,808,261	$	—
Residential		1,203,398		594,685		132,613		1,930,696		72,097,451		74,028,147		—
Multifamily		—		—		—		—		642,881		642,881		—
Agricultural		—		—		—		—		4,104,394		4,104,394		—
Construction and land		34,988		—		—		34,988		26,214,397		26,249,385		—
HELOC		99,383		—		11,667		111,050		2,173,328		2,284,378		—
Commercial and industrial		—		—		—		—		15,227,430		15,227,430		—
Consumer		11,497		14,437		2,700		28,634		955,221		983,855		—
Total	$	1,565,110	$	609,122	$	146,980	$	2,321,212	$	149,007,519	$	151,328,731	$	—


	June 30, 2023
					Greater Than								Total Loans >
	30-59 Days		60-89 Days		90 Days		Total				Total Loans		90 Days &
	Past Due		Past Due		Past Due		Past Due		Current		Receivable		Accruing

Real estate loans:
Commercial	$	—	$	—	$	—	$	—	$	6,009,615	$	6,009,615	$	—
Residential		—		616,352		117,395		733,747		65,123,699		65,857,446		—
Multifamily		—		—		—		—		688,393		688,393		—
Agricultural		—		—		—		—		4,044,648		4,044,648		—
Construction and land		—		—		—		—		8,567,060		8,567,060		—
HELOC		—		—		—		—		355,296		355,296		—
Commercial and industrial		—		—		—		—		3,398,557		3,398,557		—
Consumer		—		—		—		—		801,476		801,476		—
Total	$	—	$	616,352	$	117,395	$	733,747	$	88,988,744	$	89,722,491	$	—


	June 30, 2024
					Greater Than								Total Loans >
	30-59 Days		60-89 Days		90 Days		Total				Total Loans		90 Days &
	Past Due		Past Due		Past Due		Past Due		Current		Receivable		Accruing
Real estate loans:
Commercial	$	—	$	—	$	—	$	—	$	19,724,941	$	19,724,941	$	—
Residential		559,332		87,754		71,729		718,815		69,107,911		69,826,726		—
Multifamily		—		—		—		—		659,257		659,257		—
Agricultural		—		—		—		—		4,213,660		4,213,660		—
Construction and land		36,232		—		—		36,232		17,608,478		17,644,710		—
HELOC		—		—		—		—		1,622,877		1,622,877		—
Commercial and industrial		—		—		—		—		14,879,004		14,879,004		—
Consumer		1,528		3,522		—		5,050		950,365		955,415		—
Total	$	597,092	$	91,276	$	71,729	$	760,097	$	128,766,493	$	129,526,590	$	—

Information regarding collateral dependent loans as of March 31, 2024 is as follows:


	As of March 31, 2024
	Recorded		Related
	Investment		Allowance
	(Unaudited)
Real estate
Commercial	$	—	$	—
Residential		—		—
Multifamily		—		—
Agricultural		—		—
Construction and land		—		—
Home equity line of credit (HELOC)		—		—
Commercial and industrial		—		—
Consumer		22,037		12,372
Totals	$	22,037	$	12,372

Information regarding collateral dependent loans as of December 31, 2024 and June 30, 2024 is as follows:


	As of December 31, 2024
							Related
	Real Estate		Other		Total		Allowance

	(Unaudited)
Real estate
Commercial	$	—	$	—	$	—	$	—
Residential		525,871		—		525,871		—
Multifamily		—		—		—		—
Agricultural		—		—		—		—
Construction and land		34,988		—		34,988		—
Home equity line of credit (HELOC)		11,667		—		11,667		—
Commercial and industrial		—		—		—		—
Consumer		—		38,726		38,726		—
Totals	$	572,526	$	38,726	$	611,252	$	—

Table of Contents

Information about impaired loans as of and for the three and nine months ended March 31, 2023 and as of and for the year ended June 30, 2023 is as follows:


	As of June 30, 2024
							Related
	Real Estate		Other		Total		Allowance
Real estate
Commercial	$	—	$	—	$	—	$	—
Residential		502,163		—		502,163		—
Multifamily		—		—		—		—
Agricultural		—		—		—		—
Construction and land		36,232		—		36,232		—
Home equity line of credit (HELOC)		—		—		—		—
Commercial and industrial		—		—		—		—
Consumer		—		15,672		15,672		—
Totals	$	538,395	$	15,672	$	554,067	$	—


	As of and for the year ended June 30, 2023
			Unpaid				Average Balance of		Interest
	Recorded		Principal		Specific		Impaired		Income
	Balance		Balance		Allowance		Loans		Recognized

Loans without a specific valuation allowance:
Real estate
Residential	$	243,764	$	243,764	$	—	$	248,057	$	7,456

Loans with a specific valuation allowance:
Real estate
Residential		60,332		60,332		7		61,670		3,886
Totals	$	304,096	$	304,096	$	7	$	309,727	$	11,342

Information regarding nonaccrual loans as of December 31, 2024 and June 30, 2024 is as follows:


	As of December 31, 2024
											Amortized Cost
	Nonaccrual Loans		Nonaccrual Loans				Total Nonaccrual		Interest Income		Basis of Loans 90+
	With No Allowance		With an Allowance		Total Nonaccrual		Loans at Beginning		Recognized on		Days Past Due
	for Credit Losses		for Credit Losses		Loans		of Year		Nonaccrual Loans		Not on Nonaccrual

	(Unaudited)
Real estate loans:
Commercial	$	—	$	—	$	—	$	—	$	—	$	—
Residential		525,871		—		525,871		502,163		—		—
Multifamily		—		—		—		—		—		—
Agricultural		—		—		—		—		—		—
Construction and land		34,988		—		34,988		36,232		—		—
Home equity line of credit (HELOC)		11,667		—		11,667		—		—		—
Commercial and industrial		—		—		—		—		—		—
Consumer		38,726		—		38,726		15,672		—		—
Total	$	611,252	$	—	$	611,252	$	554,067	$	—	$	—


	As of June 30, 2024	~~Three Months Ended March 31,~~						~~Nine Months Ended March 31,~~
		~~2023~~						~~2023~~							Amortized Cost
	Nonaccrual Loans	~~Average Balance of~~		Nonaccrual Loans	~~Interest Income~~			~~Average Balance of~~		Total Nonaccrual	~~Interest Income~~		Interest Income		Basis of Loans 90+
	With No Allowance	~~Impaired Loans~~		With an Allowance	~~Recognized~~		Total Nonaccrual	~~Impaired Loans~~		Loans at Beginning	~~Recognized~~		Recognized on		Days Past Due
	for Credit Losses	~~(Unaudited)~~		for Credit Losses			Loans	~~(Unaudited)~~		of Year			Nonaccrual Loans		Not on Nonaccrual
Loans without a specific valuation allowance:
Real estate loans:
Real estate
Commercial	$	—		$	—		$	—		$	—		$	—	$	—
Residential		$502,163	~~204,386~~		$—	~~2,262~~		$502,163	~~205,646~~		$304,096	~~5,136~~		—		—
Construction and land			38,823			216			38,823			216
Multifamily		—			—			—			—			—		—

Agricultural		—			—			—			—			—		—
Loans with a specific valuation allowance:
Construction and land		36,232			—			36,232			—			—		—
Real estate
Home equity line of credit (HELOC)		—			—			—			—			—		—
Residential			52,039			1,375			62,373			2,094
Commercial and industrial		—			—			—			—			—		—
Totals		$	295,248		$	3,853		$	306,842		$	7,446
Consumer		15,672			—			15,672			—			—		—
Total	$	554,067		$	—		$	554,067		$	304,096		$	—	$	—

During the six months ended December 31, 2024 and 2023, respectively, there were no significant modifications of loans to borrowers who were experiencing financial difficulty. The Company did not provide any modifications under these circumstances to borrowers.

Information regarding nonaccrual loans as of March 31, 2024 and June 30, 2023 is as follows:


											Amortized Cost
	Nonaccrual Loans		Nonaccrual Loans				Total Nonaccrual		Interest Income		Basis of Loans 90+
	With No Allowance		With an Allowance		Total Nonaccrual		Loans at Beginning		Recognized on		Days Past Due
	for Credit Losses		for Credit Losses		Loans		of Year		Nonaccrual Loans		Not on Nonaccrual
March 31, 2024 (Unaudited)
Real estate loans:
Commercial	$	—	$	—	$	—	$	—	$	—	$	—
Residential		506,945		—		506,945		304,096		—		—
Multifamily		—		—		—		—		—		—
Agricultural		—		—		—		—		—		—
Construction and land		36,406		—		36,406		—		—		—
Home equity line of credit (HELOC)		—		—		—		—		—		—
Commercial and industrial		—		—		—		—		—		—
Consumer		22,743		22,037		44,780		—		—		—
Total	$	566,094	$	22,037	$	588,131	$	304,096	$	—	$	—

There was no accrued interest written off by reversing interest income for the three and nine months ended March 31, 2024 and 2023.

During the nine months ended March 31, 2024, there were no significant modifications of loans to borrowers who were experiencing financial difficulty. The Company did not provide any modifications under these circumstances to borrowers. There were no significant loans modified in a troubled debt restructuring during the nine months ended March 31, 2023 and there were no troubled debt restructurings modified in the past 12 months that subsequently defaulted for the nine months ended March 31, 2023.

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Note 5:Capital and Regulatory Matters

~~The~~Prior ~~Company is subject~~ to ~~various~~September ~~regulatory~~30, ~~capital~~2024, ~~requirements administered by~~ the ~~federal~~Bank ~~banking~~had ~~agencies.~~a ~~Failure~~community tobank ~~meet~~leverage ~~minimum~~ratio ~~capital~~(CBLR) ~~requirements~~framework ~~can~~election ~~initiate~~in ~~certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material~~ effect ~~on the Company’s financial statements~~. Effective ~~Under capital adequacy guidelines and the regulatory framework~~ for ~~prompt corrective action,~~ the ~~Company~~quarter ~~must~~ended ~~meet~~September ~~specific capital guidelines that involve quantitative measures of the Company’s assets~~30, liabilities and certain off-balance-sheet items as calculated under U.S. GAAP reporting requirements and regulatory capital standards. The Company’s capital amounts and classification are also subject to qualitative judgments by the regulators about components2024, ~~risk weightings and other factors. Furthermore,~~ the ~~Company’s~~Bank ~~regulators~~opted ~~could~~out ~~require~~of ~~adjustments~~that ~~to regulatory capital not reflected in these financial statements~~election.

OnThe ~~November~~Bank ~~13,~~is ~~2019,~~subject ~~the~~to ~~federal~~various ~~regulators finalized and adopted a~~ regulatory capital ~~rule~~requirements ~~establishing~~administered aby ~~new~~the ~~community~~federal ~~bank~~banking ~~leverage ratio (CBLR), which became effective on January 1, 2020~~agencies. ~~The~~Failure ~~intent of the CBLR is~~ to ~~provide~~meet aminimum ~~simple alternative measure of~~ capital ~~adequacy~~requirements ~~for~~can ~~electing~~initiate ~~qualifying~~certain ~~depository~~mandatory ~~institutions~~ and ~~depository~~possibly ~~institution~~additional ~~holding~~discretionary ~~companies,~~actions asby ~~directed~~regulators ~~under the Economic Growth~~that, Regulatory Relief, and Consumer Protection Act. If a qualifying depository institution, or depository institution holding company, elects to use such measure, such institution or holding company will be considered well capitalized if ~~its ratio of Tier 1 capital to average total consolidated assets (i.e.~~undertaken, ~~leverage~~could ~~ratio)~~have ~~exceeds 9 percent, subject to~~ a ~~limited~~direct ~~two~~material ~~quarter~~effect ~~grace~~on ~~period, during which~~ the ~~leverage~~financial ~~ratio~~statements ~~cannot~~of ~~go 100 basis points below~~ the ~~then~~Company ~~applicable threshold,~~ and ~~will~~the ~~not~~Bank. beUnder ~~required to calculate and report risk-based~~ capital ~~ratios.~~adequacy ~~The~~guidelines ~~Company’s CBLR was 13.29 percent~~ and ~~22.69~~the ~~percent~~regulatory asframework offor ~~March~~prompt ~~31,~~corrective ~~2024 and June 30~~action, ~~2023, respectively. Management believes, as of March 31, 2024 and June 30, 2023, that~~ the Company ~~met~~must ~~all~~meet specific capital ~~adequacy~~guidelines ~~requirements~~that ~~to which it is subject.~~

~~Share Repurchase Program~~21

OnTable ~~February 20, 2024, the board~~ of directors of the Company authorized a share repurchase program of up to $600,000 of the Company’s common stock. The share repurchase program does not require the Company to acquire any specific number of shares and may be modified, suspended, extended or terminated by the Company at any time without prior notice. During the three months ended March 31, 2024, the Company repurchased 36,800 shares of its common stock at an average cost per share of $16.25. As of March 31, 2024, the Company had $2,000 remaining available to repurchase under the share repurchase program.Contents

involve quantitative measures of the Company’s assets, liabilities and certain off-balance-sheet items as calculated under U.S. GAAP reporting requirements and regulatory capital standards. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Furthermore, the Bank’s regulators could require adjustments to regulatory capital not reflected in these financial statements.

Quantitative measures established by regulatory reporting standards to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital to risk-weighted assets, common equity Tier 1 capital to total risk-weighted assets and of Tier 1 capital to average assets. Management believes, as of December 31, 2024, that the Bank meets all capital adequacy requirements to which it is subject.

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


						To be Well Capitalized Under
	Actual					the Prompt Corrective Action Provision
(Dollars in thousands)	Amount		Ratio			Amount		Ratio
As of December 31, 2024
Common Equity Tier 1 Capital	$	32,540		17.34	%	$	12,200		>6.5	%
Tier 1 Risk-Based Capital		32,540		17.34			15,016		>8.0
Total Risk-Based Capital		33,826		18.02			18,770		>10.0
Tier 1 Leverage Capital		32,540		9.69			16,789		>5.0

On November 13, 2019, the federal regulators finalized and adopted a regulatory capital rule establishing a new community bank leverage ratio (CBLR), which became effective on January 1, 2020. The intent of the CBLR is to provide a simple alternative measure of capital adequacy for electing qualifying depository institutions and depository institution holding companies, as directed under the Economic Growth, Regulatory Relief, and Consumer Protection Act. If a qualifying depository institution, or depository institution holding company, elects to use such measure, such institution or holding company will be considered well capitalized if its ratio of Tier 1 capital to average total consolidated assets (i.e., leverage ratio) exceeds 9 percent, subject to a limited two quarter grace period, during which the leverage ratio cannot go 100 basis points below the then applicable threshold, and will not be required to calculate and report risk-based capital ratios. The Bank’s CBLR was 12.11 percent as of June 30, 2024. Management believes, as of June 30, 2024, that the Company met all capital adequacy requirements to which it is subject.

Note 6:

Disclosures about Fair Value of Assets and Liabilities

Fair value is the exchange price that would be received to sell an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or 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 (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2

Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3

Significant unobservable inputs that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

2522

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Recurring Measurements

The following table presents the fair value measurements of assets recognized in the accompanying 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~~December 31, 2024 and June 30, ~~2023~~2024:


			Fair Value Measurements Using
			Quoted Prices in				Significant
			Active Markets for		Significant Other		Unobservable
	Fair		Identical Assets		Observable Inputs		Inputs
	Value		(Level 1)		(Level 2)		(Level 3)
December 31, 2024 (Unaudited)
Mortgage-backed GSEs	$	17,423,581	$	—	$	17,423,581	$	—
Collateralized mortgage obligations		129,340,268		—		129,340,268		—
Subordinated debt		4,560,440		—		4,560,440		—

March 31, 2024 (Unaudited)
June 30, 2024
U.S. Government agencies	$	5,~~679~~714,~~420~~090	$	—	$	5,~~679~~714,~~420~~090	$	—
Mortgage-backed GSEs		2827,~~970~~760,~~490~~412		—		2827,~~970~~760,~~490~~412		—
Collateralized mortgage obligations		9199,~~805~~502,~~985~~853		—		9199,~~805~~502,~~985~~853		—
Subordinated debt		2,~~591~~537,~~680~~955		—		2,~~591~~537,~~680~~955		—
State and political subdivisions		3,~~887~~829,~~213~~642		—		3,~~887~~829,~~213~~642		—

June 30, 2023
U.S. Government agencies	$	6,529,510	$	—	$	6,529,510	$	—
Mortgage-backed GSEs		28,929,259		—		28,929,259		—
Collateralized mortgage obligations		30,384,590		—		30,384,590		—
Subordinated debt		860,470		—		860,470		—
State and political subdivisions		3,881,365		—		3,881,365		—

Following is a description of the valuation methodologies used for assets measured at fair value on a recurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy. There are no liabilities measured at fair value on a recurring basis. There have been no significant changes in the valuation techniques during the ~~nine~~six months ended ~~March~~December 31, 2024 and for the year ended June 30, ~~2023~~2024.

Available-for-sale Securities

Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models, the inputs of which are market-based or independently sourced market parameters, including, but not limited to, yield curves, interest rates, volatilities, prepayments, defaults, cumulative loss projections and cash flows. Such securities are classified in Level 2 of the valuation hierarchy. In certain cases where Level 1 or Level 2 are not available, securities are classified within Level 3 of the hierarchy. The Company had no Level 3 securities.

AtThe ~~March~~estimated ~~31,~~fair ~~2024~~values ~~and~~of ~~June 30, 2023,~~ the Company’s ~~had~~financial ~~one~~instruments ~~loan~~not ~~measured~~carried at fair value ~~with~~on athe ~~carrying~~consolidated ~~value~~balance ofsheets ~~$9,665~~at ~~and~~December ~~$60~~31,~~000,~~ ~~respectively,~~2024 ~~which~~and ~~are classified within Level 3 of the fair value hierarchy. The fair value of the loan is estimated using third-party appraisals of the collateral~~June 30, ~~less~~2024 ~~estimated~~are ~~costs~~as ~~to sell.~~follows:

The estimated fair values of the Company’s financial instruments not carried at fair value on the consolidated balance sheets at March 31, 2024 and June 30, 2023 are as follows:

2623

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	Carrying		Fair		Fair Value Measurements Using
	Value		Value		(Level 1)		(Level 2)		(Level 3)
March 31, 2024 (Unaudited)
December 31, 2024 (Unaudited)
Financial assets:
Cash and due from banks	$	2015,~~543~~683,~~197~~580	$	2015,~~543~~683,~~197~~580	$	2015,~~543~~683,~~197~~580	$	—	$	—
Loans, net		~~105~~148,~~402~~515,~~652~~448		95139,~~489~~197,~~923~~447		—		—		95139,~~489~~197,~~923~~447
Stock in correspondent banks		1947,~~913,800~~100		1947,~~913,800~~100		—		1947,~~913,800~~100		—
Accrued interest receivable		~~897~~1,~~824~~044,442		~~897~~1,~~824~~044,442		~~897~~1,~~824~~044,442		—		—

Financial liabilities:
Deposits		~~206~~289,~~690~~668,~~069~~388		~~207~~289,~~347~~718,~~388~~395		7196,~~733~~803,~~388~~395		—		~~135~~192,~~614~~915,000
Borrowings		24,000,000		23,846,000		—		—		23,846,000
Accrued interest payable		281,125		281,125		281,125		—		—
Accrued interest payable		517,227		517,227		517,227		—		—

June 30, 2023
June 30, 2024
Financial assets:
Cash and due from banks	$	531,~~515~~630,~~728~~525	$	531,~~515~~630,~~728~~525	$	531,~~515~~630,~~728~~525	$	—	$	—
Loans, net		81126,~~208~~391,~~395~~092		73115,~~268~~890,~~657~~092		—		—		73115,~~268~~890,~~657~~092
Stock in correspondent banks		~~396~~2,~~800~~195,900		~~396~~2,~~800~~195,900		—		~~396~~2,~~800~~195,900		—
Accrued interest receivable		~~498~~961,~~807~~856		~~498~~961,~~807~~856		~~498~~961,~~807~~856		—		—

Financial liabilities:
Deposits		~~119~~209,~~991~~310,~~581~~330		~~120~~209,~~415~~243,~~085~~722		6873,~~571~~959,~~085~~722		—		51135,~~844~~284,000
Borrowings		662,~~200~~000,000		661,~~191~~812,000		—		—		661,~~191~~812,000
Accrued interest payable		55778,~~667~~831		55778,~~667~~831		55778,~~667~~831		—		—

Limitations: Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Fair value estimates may not be realizable in an immediate settlement of the instrument. In some instances, there are no quoted market prices for the Company’s various financial instruments, in which case fair values may be based on estimates using present value or other valuation techniques, or based on judgments regarding future expected loss experience, current economic conditions, risk characteristic of the financial instruments, or other factors. Those techniques are significantly affected by the assumptions used, including the discount rate and estimate of future cash flows. Subsequent changes in assumptions could significantly affect the estimates.

Note 7:Commitments

Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since a portion of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Each customer’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate.

Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Lines of credit generally have fixed expiration dates. Since a portion of the line may expire without being drawn upon, the total unused lines do not necessarily represent future cash requirements. Each customer’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate.

Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments.

27Commitments outstanding at December 31, 2024 and June 30, 2024 were as follows:

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Commitments outstanding at March 31, 2024 and June 30, 2023 were as follows:


	~~March~~December 31,		June 30,
	2024		~~2023~~2024

Commitments to originate loans	$	5,235,727	$	2,766,266
Commitments to originate loans	$	441,304	$	7,028,000
Undisbursed balance of loans closed		33,707,944		30,314,342
Undisbursed balance of loans closed		21,724,574		3,994,000
Total	$	38,943,671	$	33,080,608

Total	$	22,165,878	$	11,022,000

Note 8:Stock Based Compensation

In November 2023, the Company’s shareholders approved the VWF Bancorp, Inc. 2023 Equity Incentive Plan (the “2023 Plan”). The 2023 Plan authorized the issuance or delivery to participants of up to 269,208 shares of the Company’s common stock pursuant to the grants of restricted stock awards, restricted stock unit awards, incentive stock options and non-qualified stock options. Of this number, the maximum number of shares of Company common stock that may be issued under the 2023 Plan pursuant to the exercise of stock options is 192,292 shares and the maximum number of shares of Company common stock that may be issued as restricted stock awards or restricted stock units is 76,916. Shares subject to award under the 2023 Plan may be authorized but unissued shares or treasury shares.

Awards may vest or become exercisable only upon the achievement of performance measures or based solely on the passage of time after award. Stock options and restricted stock awards provide for accelerated vesting if there is a change in control (as defined in the 2023 Plan).

Stock Options

The Company estimates the fair value of each option granted using the Black-Scholes option pricing model. The following key management assumptions were used to value the options granted during the three months ended March 31, 2024:


	2024
Expected volatility		20.27%
Expected dividends		1.50%
Expected term (in years)		6.50
Risk-free rate		4.12%

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


							Weighted
			Weighted		Weighted		Average
			Average		Average		Remaining		Aggregate
			Exercise		Grant Date		Contractual		Intrinsic
	Shares		Price		Fair Value		Term		Value
Outstanding, June 30, 2023		—	$	—	$	—		—	$	—
Granted		10,000		16.25		4.07		9.92		—
Exercised		—		—		—		—		—
Forfeited or expired		—		—		—		—		—
Nonvested shares, March 31, 2024		10,000	$	16.25	$	4.07		9.92	$	—

Exercisable, March 31, 2024		—	$	—	$	—		—	$	—

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~~Restricted~~Note ~~Stock~~8:Loss ~~Awards~~Per Share

ALoss ~~summary~~per ofcommon ~~the~~share ~~status~~for of the ~~Company’s~~three ~~unvested~~and ~~shares~~six asmonths ofended ~~March~~December 31, 2024, and ~~changes~~2023 ~~during the period then ended,~~ is ~~presented~~as ~~below~~follows:


	Three Months Ended		~~Weighted~~		Six Months Ended
	December 31,		~~Average~~		December 31,
	2024		~~Grant Date~~2023		2024		2023
	Shares		Fair Value
Basic
Nonvested shares, June 30, 2023		—	$	—
Net loss	$	(2,266,619)	$	(299,322)	$	(2,899,337)	$	(738,181)
Awarded		28,841		16.39

Vested		—		—
Shares outstanding for basic (loss) earnings per share:
Forfeited		—		—
Weighted-average common shares outstanding		1,884,927		1,922,924		1,885,526		1,922,924
Nonvested shares, March 31, 2024		28,841	$	16.39
Less average unearned ESOP shares		(131,400)		(146,142)		(132,365)		(146,142)
Weighted-average shares - basic		1,753,527		1,776,782		1,753,161		1,776,782

Basic loss per share	$	(1.29)	$	(0.17)	$	(1.65)	$	(0.42)

Diluted
Effect of dilutive stock-based awards
Weighted-average shares outstanding - basic		1,753,527		1,776,782		1,753,161		1,776,782
Stock options		—		—		—		—
Restricted stock		5,865		—		4,656		—
Weighted average shares - assuming dilution		1,759,392		1,776,782		1,757,817		1,776,782

Diluted loss per share	$	(1.29)	$	(0.17)	$	(1.65)	$	(0.42)

AsStock ofoptions ~~March~~for 3120,000 ~~2024,~~shares ~~there~~of ~~was~~common ~~approximately $483~~stock,~~000~~ ofwere ~~total~~not ~~unrecognized~~considered ~~compensation~~in ~~cost~~computing ~~related~~diluted toearnings ~~unvested~~per common share~~-based~~ ~~compensation~~for ~~arrangements granted under~~ the ~~2023 Plan. That cost is expected to be recognized over a weighted-average period of 2.8 years. During the~~ three and ~~nine~~six months ended ~~March~~December 31, 2024, ~~the~~because ~~Company~~they ~~has~~were ~~recorded~~antidilutive. There ~~$30,000~~were inno ~~award-based~~stock ~~compensation~~options ~~expense,~~or ~~which~~restricted isstock ~~included~~awards inoutstanding ~~salaries~~as ~~and~~of ~~employee~~December ~~benefits~~31, ~~and director fees~~2023.

Note 9:ESOP

InNote connection with the Conversion, the Company established an Employee Stock Ownership Plan (“ESOP”) for the exclusive benefit of eligible employees. The Company makes annual contributions to the ESOP in amounts as defined by the plan document. These contributions are used to pay debt service. Certain ESOP shares are pledged as collateral for debt. As the debt is repaid, shares are released from collateral and allocated to active employees, based on the proportion of debt service paid in the year.9:Borrowings

InBorrowed ~~connection~~funds ~~with~~at ~~the~~December ~~Company's initial public stock offering~~31, ~~the~~2024 ~~ESOP~~and ~~borrowed~~June ~~$1.5 million from the Company for the purpose of purchasing shares of the Company's common stock. A total of 153~~30,~~834~~ ~~shares were purchased with the loan proceeds. Accordingly~~2024, ~~common~~are ~~stock~~summarized ~~acquired by the ESOP is shown~~ as ~~a reduction of shareholders' equity. The loan is expected to be repaid over a period of up to 20 years.~~follows:

The annual contribution to the ESOP was made in December 2023, as loan payments are made annually in December of each year. Compensation expense is recognized over the service period based on the average fair value of the shares and totaled $88,000 and $135,000 for the nine months ended March 31, 2024 and 2023, respectively.


	December 31,			June 30,
	2024			2024
	Rate	Amount		Rate	Amount
Advances from Federal Home Loan Bank of Cincinnati	N/A	$	—	5.46%	$	38,500,000
Advances from Federal Reserve Bank of Cleveland	N/A		—	4.76%		23,500,000
Total borrowings		$	—		$	62,000,000

AtBased ~~March~~on ~~31,~~collateral ~~2024~~pledged, ~~there~~consisting ~~were~~of ~~7,692~~all shares ~~allocated~~of toFHLB ~~participants,~~stock ~~9,615~~owned ~~shares~~and ~~committed~~a toblanket bepledge ~~released~~of toapproximately ~~participants~~$69,238,000 and ~~136~~$65,~~527~~848,000 ~~unallocated~~of ~~shares.~~its ~~The~~qualifying ~~fair~~mortgage ~~value~~loans as of ~~unallocated~~December ~~ESOP~~31, ~~shares~~2024 ~~totaled~~and June 30, 2024, respectively, the Company had $~~2.1~~45,309,000 ~~million~~and at$3,945,000 ~~March~~in available borrowing capacity with the FHLB as of December 31, 2024 and June 30, 2024, respectively.

~~Note~~Based ~~10:Defined~~on ~~Benefit~~eligible ~~Plan~~available for sale securities pledged as collateral to the Federal Reserve Bank Discount Window totaling $50,482,000, the Company had $41,145,000 in available borrowing capacity with the FRB as of December 31, 2024. The Company had not yet entered the Discount Window program as of June 30, 2024 and had no borrowing capacity at that time.

In connection with the withdrawal from the Pentegra Plan effective January 1, 2023, the Company established the Van Wert Federal Savings Bank Defined Benefit Plan (the “DB Plan”) as a qualified successor plan. As permitted under the DB Plan, the Company elected to terminate the DB Plan effective July 1, 2023. Pursuant to the DB Plan termination, all obligations due to the DB Plan participants will be satisfied during the year ended June 30, 2024. The difference in the amount recorded and the actual expense could be material. During the three months ended March 31, 2024, payments for annuitization and lump sum elections began. At March 31, 2024, the underfunded status of the plan was approximately $297,000. The $297,000 is expected to be the last required contribution for the termination of the plan. Payment was made in April 2024. The $297,000 liability is included in other liabilities in the consolidated balance sheets.

Note 11:Borrowings

At March 31, 2024, the Company had outstanding borrowings from the Federal Reserve Bank - Bank Term Funding Program of $24,000,000, at a fixed rate of 4.76 percent, which are scheduled to mature in January 2025.

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

Management’s discussion and analysis of financial condition and results of operations is intended to assist in understanding the Company’s consolidated financial condition at ~~March~~December 31, 2024 and consolidated results of operations for the three and ~~nine~~six months ended March 31, 2024 and 2023. It should be read in conjunction with the unaudited consolidated financial statements and the related notes appearing in Part I, Item 1, of this Quarterly Report on Form 10-Q.

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ended December 31, 2024 and 2023. It should be read in conjunction with the unaudited consolidated financial statements and the related notes appearing in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Cautionary Note Regarding Forward-Looking Statements

This quarterly report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,” “believe,” “contemplate,” “continue,” “target” and words of similar meaning. 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 asset quality of our loan and investment portfolios; and

●

estimates of our risks and future costs and benefits.

These forward-looking statements are based on our current beliefs and expectations and 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.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

●

general economic conditions, either nationally or in our market area, which are worse than expected;

●

inflation and changes in the interest rate environment that reduce our margins and yields, the fair value of our financial instruments, or our level of loan originations, or increase the level of defaults, losses and prepayments within our loan portfolio;

●

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

●

our ability to access cost-effective funding;

●

fluctuations in real estate values and in the conditions of the residential real estate, commercial real estate, and agricultural real estate markets;

●

our ability to control cost and expenses, particularly those associated with operating a publicly traded company;

●

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;

●

adverse changes in the securities markets;

●

changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees, capital requirements and insurance premiums;

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●

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

●

technological changes that may be more difficult or expensive than expected;

●

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

●

a failure or breach of our operational or information security systems or infrastructure, including cyberattacks;

●

our ability to manage market risk, credit risk and operational risk;

●

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

●

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 or the Public Company Accounting Oversight Board;

●

our ability to retain key employees;

●

material weakness or significant deficiency in our internal controls over financial reporting;

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●

our ability to control costs when hiring employees in a highly competitive environment; and

●

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

Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.

Critical Accounting Policies and Use of Critical Accounting Estimates

~~The~~Significant ~~discussion~~accounting ~~and~~policies ~~analysis~~are ofdefined ~~the~~as ~~financial~~those ~~condition~~that ~~and~~are ~~results~~reflective of ~~operations~~significant ~~are~~judgments ~~based~~and onuncertainties ~~our~~and ~~financial~~could ~~statements,~~reflect ~~which~~materially ~~are~~different ~~prepared~~results inunder ~~conformity~~different ~~with~~assumptions ~~GAAP~~and conditions. Methodologies ~~The~~the ~~preparation~~Company ofuses ~~these~~when ~~financial~~applying ~~statements~~critical ~~requires~~accounting ~~management~~policies ~~to make estimates~~ and ~~assumptions~~developing ~~affecting~~critical ~~the~~estimates ~~reported~~are ~~amounts~~included ofin ~~assets~~its ~~and~~Annual ~~liabilities,~~Report ~~disclosure~~on ofForm ~~contingent~~10-K ~~assets~~for ~~and liabilities, and~~ the ~~reported~~year ~~amounts~~ended ofJune ~~income~~30, ~~and expenses~~2024. Our ~~We consider the~~ accounting policies ~~discussed~~for ~~below~~credit tolosses, beinvestment ~~critical~~securities, ~~accounting~~and ~~policies.~~income ~~The~~taxes ~~estimates~~comprise ~~and~~those ~~assumptions~~ that wemanagement ~~use~~believes ~~are~~involve ~~based~~the onmost ~~historical~~critical ~~experience~~estimates and ~~various~~aid ~~other~~in ~~factors~~fully understanding and ~~are~~evaluating ~~believed~~our toreported befinancial ~~reasonable under the circumstances~~results. There ~~Actual~~were ~~results~~no ~~may~~material ~~differ~~changes from ~~these~~the ~~estimates~~significant ~~under~~accounting ~~different~~policies ~~assumptions~~ or ~~conditions,~~critical ~~resulting~~accounting inestimates apreviously ~~change~~disclosed ~~that~~in ~~could~~the ~~have~~Company’s aAnnual ~~material~~Report ~~impact~~ on ~~the~~Form ~~carrying~~10-K ~~value~~for ofthe ~~our~~year ~~assets~~ended ~~and~~June ~~liabilities~~30, ~~and our results of operations.~~2024

The ~~Jumpstart~~preparation ~~Our~~of ~~Business~~financial ~~Startups~~statements ~~Act~~in ~~(JOBS~~conformity ~~Act)~~with ~~contains~~accounting ~~provisions~~principles ~~that,~~generally ~~among~~accepted ~~other~~in ~~things,~~the ~~reduce~~United ~~certain~~States ~~reporting~~of ~~requirements~~America ~~for~~requires ~~qualifying~~management ~~public~~to ~~companies.~~make Asestimates anand ~~“emerging~~assumptions ~~growth~~that ~~company”~~affect wethe ~~may~~reported ~~delay~~amounts ~~adoption~~ of ~~new~~assets orand ~~revised~~liabilities ~~accounting~~and ~~pronouncements~~disclosure ~~applicable~~of tocontingent ~~public~~assets ~~companies~~and ~~until~~liabilities ~~such~~at ~~pronouncements~~the ~~are~~date ~~made~~of ~~applicable~~the tofinancial ~~private~~statements ~~companies.~~and Wethe ~~have~~reported ~~opted~~amounts ~~to take advantage~~ of ~~the~~revenues ~~benefits~~and ofexpenses ~~this~~during ~~extended~~the ~~transition~~reporting period. ~~Accordingly,~~Actual ~~our~~results ~~financial~~could ~~statements~~differ ~~may~~from ~~not~~those ~~be comparable to companies that comply with such new or revised accounting standards~~estimates.

The following are our critical accounting policies:

Allowance for Credit Losses. The allowance for credit losses is the estimated amount considered necessary to cover inherent, but unconfirmed, credit losses in the loan portfolio at the balance sheet date. The allowance is established through the provision for losses on loans which is charged against income. In determining the allowance for credit losses, management makes significant estimates and has identified this policy as one of our most critical accounting policies. See Note 1 within the Consolidated Financial Statements for further discussion of this critical accounting policy.

Deferred Tax Assets. We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion of the deferred tax asset will not be realized.

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We exercise significant judgment in evaluating the amount and timing of recognition of the resulting tax liabilities and assets. These judgments require us to make projections of future taxable income. The judgments and estimates we make in determining our deferred tax assets, which are inherently subjective, are reviewed on a continual basis as regulatory and business factors change. Determining the proper valuation allowance for deferred taxes is critical in properly valuing the deferred tax asset and the related recognition of income tax expense or benefit. Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets.

Fair Value Measurements. The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Van Wert Federal estimates the fair value of a financial instrument and any related asset impairment using a variety of valuation methods. Where financial instruments are actively traded and have quoted market prices, quoted market prices are used for fair value. When the financial instruments are not actively traded, other observable market inputs, such as quoted prices of securities with similar characteristics, may be used, if available, to determine fair value. When observable market prices do not exist, we estimate fair value. These estimates are subjective in nature and imprecision in estimating these factors can impact the amount of gain or loss recorded.

Comparison of Financial Condition at ~~March~~December 31, 2024 and June 30, ~~2023~~2024

Total Assets. Total assets were $~~271~~329.32 million at ~~March~~December 31, 2024, an increase of $~~105~~17.39 million, or 635.48%, from June 30, ~~2023~~2024. The increase is part of athe ~~concerted~~continued ~~effort~~execution of the strategic plan by management to ~~add~~more appropriately leverage capital by adding higher yielding variable rate interest earning assets using fixed rate funding to offset the liability sensitive nature of the balance sheet ~~at the prior calendar year end of December 31, 2022~~. The increase was comprised ~~mainly~~primarily of $6212.30 million in ~~variable rate~~ securities, $2422.21 million in loans, and offset by a decrease of $1516.0 million in cash.

Cash and Due from Banks. Cash and due from banks ~~increased~~decreased by $1516.0 million, or ~~272~~-50.4%, to $2015.57 million at ~~March~~December 31, 2024 from $531.56 million at June 30, ~~2023~~2024. The ~~increase~~decrease was due primarily to the ~~timing~~payoff ~~between~~of ~~adding~~the ~~$37~~overnight ~~million~~Cash inManagement ~~brokered~~Advance ~~deposits~~(“CMA”) inline ~~March~~with FHLB at June 30, 2024, ~~and~~which ~~paying~~was ~~off~~partially ~~existing~~offset ~~FHLB~~by ~~advances~~$17.2 ~~with~~million ~~those~~in ~~funds~~cash proceeds from the sale of securities in December 2024.

Investment Securities. Investment securities increased $6212.30 million, or 888.36%, to $~~132~~151.93 million at ~~March~~December 31, 2024, from $70139.63 million at June 30, ~~2023~~2024. Aggregate securities purchases of $9948.48 million during the ~~nine~~six months ended ~~March~~December 31, 2024, were partially offset by $3420.82 million of calls, maturities and repayments, ~~sales~~and $17.2 million in proceeds from the sale of securities. ofManagement identified $319.06 million, asof ~~well~~fixed rate securities as sale candidates with a ~~$563~~weighted average book yield of 1.68% and a weighted average maturity of 8.6 years. After performing an earn back analysis,~~000~~ ~~increase~~management inidentified ~~fair~~that ~~value~~at a modest reinvestment rate of 6%, reinvesting the ~~securities~~cash ~~over~~proceeds from the sale would result in approximately $700,000 of additional interest income annually and the earn back period on the loss would be 2.6 years. The yield on investment securities was 5.79% for the ~~nine~~six months ended ~~March~~December 31, 2024, compared to 35.248% for the ~~nine~~six months ended ~~March~~December 31, 2023, reflecting the increase in market interest rates during the period, as well as the addition of higher yielding securities. The increase in investment securities is part of a forward-looking investment strategy to increase the number of variable rate investments financed by fixed rate deposit instruments, such as brokered certificates of deposits noted in the deposit section below, which will ultimately provide a more balanced interest rate risk profile. The increase is also part of an effort to more appropriately leverage the Company’s capital.

The $563,000 increase in the fair value of the investment securities was primarily attributable to the variability in market interest rates. As market interest rates decrease, the fair value of the securities increases. The unrealized losses are recorded to shareholders’ equity, net of tax, as management has determined that there are no credit quality concerns with the issuers of the securities and there is no intent to sell the securities and, as a result, the fair value is expected to recover as the securities approach their maturity dates.27

Net Loans. Net loans increased by $24.2 million, or 29.8%, to $105.4 million at March 31, 2024, from $81.2 million at June 30, 2023. During the nine months ended March 31, 2024, loan originations totaled $28.1 million, comprised of $6.5 million of loans secured by one-to-four family residential real estate, $776,000 of HELOCs, $360,000 of consumer loans, $628,000 of agricultural, $9.6 million of construction and land loans, and $10.2 million of commercial and industrial loans. Increases in loan balances reflect our strategy to grow our loan portfolio, continuing to focus on owner-occupied one-to-four family residential real estate loans, while increasing our emphasis on commercial real estate loans and commercial and industrial loans. Management intends to continue to pursue growth in these loan segments in future periods.

Deposits. Deposits increased by $86.7 million, or 72.3%, to $206.7 million at March 31, 2024 from $120.0 million at June 30, 2023. Core deposits (defined as all deposits other than brokered deposits) increased $12.6 million, or 11.5%, to $122.6 million at March 31, 2024 from $110.0 million at June 30, 2023. Brokered Certificates of deposit increased $74.0 million, or 734.6%, to $84.1 million at March 31, 2024 from $10.1 million at June 30, 2023. Brokered certificates of deposit were added in increments of $17.0 million, August 2023, $20.2 million, in December 2023, and $37.1 million in March 2024. The brokered certificates of deposit issued in August 2023 include the optionality to prepay if interest rates decrease.

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~~Shareholders’~~The ~~Equity. Shareholders’ equity decreased~~ $~~1.5 million~~166,000 orincrease ~~-3.7%,~~in tothe ~~$37.0~~fair ~~million~~value atof ~~March~~the ~~31,~~investment ~~2024~~securities ~~from~~was ~~$38.5~~primarily ~~million~~attributable atto ~~June 30,~~the ~~2023.~~variability ~~Primarily~~in amarket ~~result~~interest ofrates. ~~net~~As ~~loss~~market ofinterest ~~$1.4~~rates ~~million~~decrease, ~~for~~ the ~~nine~~fair ~~months~~value ~~ended~~of ~~March~~the ~~31,~~securities ~~2024,~~increases. ~~which~~The ~~includes~~unrealized ~~certain~~gains ~~one-time~~and ~~expenses~~losses ~~noted~~are inrecorded ~~the~~to ~~noninterest~~shareholders’ ~~expense~~equity, ~~section~~net ~~below~~of tax, aas ~~net~~management ~~tax~~has ~~effect~~determined onthat ~~unrealized~~there ~~gains~~are onno ~~securities~~credit ofquality ~~$388,000,~~concerns ~~treasury~~with ~~stock~~the ~~purchase~~issuers of ~~$598,000~~the securities and athere ~~$53,000~~is ~~adjustment~~no tocurrent ~~retained~~intent ~~earnings~~to ~~from~~sell ~~the~~additional ~~impact~~securities ofand, ~~adoption~~as ofa ~~ASC326~~result, ~~and~~the ~~partially~~fair ~~offset~~value byis ~~ESOP~~expected ~~shares~~to ~~committed~~recover toas bethe ~~released~~securities approach their maturity dates.

Net Loans. Net loans increased by $22.1 million, or 17.5%, to $148.5 million at December 31, 2024, from $126.4 million at June 30, 2024. During the six months ended December 31, 2024, loan originations totaled $21.0 million, comprised of $7.5 million of loans secured by one-to-four family residential real estate, $715,000 of HELOCs, $197,000 of consumer loans, $3.9 million of commercial and industrial loans, $5.5 million in commercial and $3.1 million in construction loans. Increases in loan balances reflect our strategy to grow our loan portfolio, continuing to focus on owner-occupied one-to-four family residential real estate loans, while increasing our emphasis on commercial real estate loans and commercial and industrial loans. Management intends to continue to pursue growth in these loan segments in future periods.

Deposits. Deposits increased by $80.4 million, or 38.4%, to $289.7 million at December 31, 2024 from $209.3 million at June 30, 2024. Core deposits (defined as all deposits other than brokered deposits) increased $20.9 million, or 16.7%, to $146.1 million at December 31, 2024 from $125.2 million at June 30, 2024. Brokered Certificates of deposit increased $59.4 million, or 70.6%, to $143.5 million at December 31, 2024 from $84.1 million at June 30, 2024.

Shareholders’ Equity. Shareholders’ equity decreased $813,000, or 2.2%, to $35.7 million at December 31, 2024 from $36.5 million at June 30, 2024. Primarily a result of a net tax effect on unrealized gains on securities of $2.0 million, offset by a net loss of $3.0 million for the six months ended December 31, 2024, which includes certain one-time expenses noted in the noninterest expense section below and a $2.4 million loss on the sale of $19.6 of securities, and partially offset by ESOP shares committed to be released.

Average Balances and Yields. The following table sets forth average balance sheets, average yields and costs, and certain other information for the periods indicated. No tax-equivalent yield adjustments have been made, as the effects are immaterial. Average balances are calculated using month-end average balances, rather than daily average balances. We believe the use of month-end average balances is representative of our operations. Non-accrual loans are included in average balances only. Average yields include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense. Deferred loan fees are immaterial.



	For the Three Months Ended March 31,
	2024							2023
	Average							Average
	Outstanding					Yield/		Outstanding					Yield/
	Balance			Interest		Rate		Balance			Interest		Rate

Interest-earning assets:
Loans	$	102,491		$	1,243	4.85	%	$	82,162		$	714	3.48	%
Investment securities		129,587			1,930	5.96			43,331			350	3.23
Interest-bearing deposits and other		18,070			143	3.15			22,263			241	4.33
Total interest-earning assets		250,148			3,315	5.30			147,756			1,305	3.53
Non-interest-earning assets		3,972							3,665
Allowance for loan losses		(565)							(223)
Total assets	$	253,555						$	151,198

Interest-bearing liabilities:
Interest-bearing demand	$	24,446		$	63	1.04	%	$	25,786		$	23	0.36	%
Savings accounts		43,090			166	1.54			46,013			9	0.08
Certificates of deposit		106,379			1,169	4.40			35,832			129	1.44
Total deposits		173,915			1,399	3.22			107,631			161	0.60
Borrowings		39,875			531	5.33			—			—	—
Total interest-bearing liabilities		213,790			1,930	3.61			107,631			161	0.60
Non-interest-bearing liabilities		2,304							20,697
Total liabilities		216,094							128,328
Equity		37,461							22,870
Total liabilities and equity	$	253,555						$	151,198

Net interest income				$	1,385						$	1,144
Net interest rate spread (1)						1.69	%						2.93	%
Net interest-earning assets (2)	$	36,358						$	40,125
Net interest margin (3)						2.21	%						3.10	%
Average interest-earning assets to interest-bearing liabilities		117.01	%						137.28	%

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	For the Three Months Ended December 31,
	2024						2023
	Average						Average
	Outstanding				Yield/		Outstanding				Yield/
	Balance		Interest		Rate		Balance		Interest		Rate

Interest-earning assets:
Loans	$	142,115	$	2,029	5.71	%	$	96,130	$	1,147	4.77	%
Investment securities		165,497		2,413	5.83			110,649		1,561	5.64
Interest-bearing deposits and other		15,782		175	4.44			15,020		133	3.55
Total interest-earning assets		323,394		4,617	5.71			221,799		2,841	5.12
Non-interest-earning assets		7,783						3,963
Allowance for loan losses		(915)						(484)
Total assets	$	330,262					$	225,278

Interest-bearing liabilities:
Interest-bearing demand	$	40,843	$	102	1.00	%	$	25,777	$	66	1.02	%
Savings and money market		51,219		312	2.44			40,378		121	1.20
Certificates of deposit		183,712		2,192	4.77			80,434		832	4.14
Total deposits		275,774		2,606	3.78			146,589		1,019	2.78
Borrowings		14,850		150	4.04			39,125		536	5.48
Total interest-bearing liabilities		290,624		2,756	3.79			185,714		1,555	3.35
Non-interest-bearing liabilities		3,391						1,863
Total liabilities		294,015						187,577
Equity		36,247						37,701
Total liabilities and equity	$	330,262					$	225,278


	~~March~~December 31, 2024
	Available-for-sale
	Amortized		Fair
	Cost		Value
	(Unaudited)
Within one year	$	~~1,000,000~~—	$	~~984,960~~—
One to five years		~~5,939,495~~—		~~5,534,621~~—
Five to ten years		4,~~676~~750,~~227~~000		4,~~261~~560,~~605~~440
After ten years		~~1,686,088~~—		~~1,377,127~~—
		134,~~301~~750,~~810~~000		124,~~158~~560,~~313~~440
Mortgage-backed GSE's and CMO's		~~122~~147,~~761~~052,~~681~~118		~~120~~146,~~776~~763,~~475~~849
Totals	$	~~136~~151,~~063~~802,~~491~~118	$	~~132~~151,~~934~~324,~~788~~289


	~~March~~December 31, 2024
	Less than 12 Months				12 Months or More				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
Description of Securities	Value		Losses		Value		Losses		Value		Losses
	(Unaudited)
U.S. Government agencies	$	—	$	—	$	5,679,420	$	320,580	$	5,679,420	$	320,580
Mortgage-backed Government
Sponsored Enterprises (GSEs)	$	32,~~716~~612,~~377~~991	$	68,~~446~~889	$	133,~~308~~063,~~914~~702	$	161,~~797,147~~024	$	175,~~025~~676,~~291~~693	$	169,~~803,593~~913
Collateralized mortgage obligations		4046,~~870~~176,~~750~~818		~~440~~508,~~623~~853		111,~~769~~774,~~424~~489		41165,~~492~~823		4257,~~640~~951,~~174~~307		~~482~~674,~~115~~676
Subordinated debt		—1,688,750		—61,250		~~841~~871,~~680~~690		~~158~~128,~~320~~310		~~841~~2,~~680~~560,440		~~158~~189,~~320~~560
State and political subdivisions		—		—		3,887,213		664,597		3,887,213		664,597
Total available-for-sale securities	$	50,478,559	$	578,992	$	15,709,881	$	355,157	$	66,188,440	$	934,149
Total available-for-sale securities	$	44,587,127	$	447,069	$	25,486,651	$	2,982,136	$	70,073,778	$	3,429,205

Filing Compare · VWF Bancorp, Inc.