10-Q

Monroe Federal Bancorp, Inc. (MFBI)

10-Q 2025-02-14 For: 2024-12-31
View Original
Added on April 10, 2026

UNITED STATES

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 December 31, 2024

OR

☐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. 000-56702

Monroe Federal Bancorp, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Graphic

Maryland 99-3587922
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)
24 East Main Street , Tipp City , Ohio 45371
(Address of Principal Executive Offices) (Zip Code)

( 937 ) 667-8461

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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

Title of each class Trading symbol(s) Name of Each Exchange on Which Registered

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  ☒

526,438 shares of the registrant’s common stock, par value $0.01 per share, were issued and outstanding as of February 14, 2025.

Table of Contents ​

Monroe Federal Bancorp, Inc.

Form 10-Q

Index

Page
Part I**. –** Financial Information 1
Item 1. Consolidated Financial Statements 1
Consolidated Balance Sheets as of December 31, 2024 (unaudited) and March 31, 2024 1
Consolidated Statements of Operations for the Three and Nine Months Ended December 31, 2024 and 2023 (unaudited) 2
Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended December 31, 2024 and 2023 (unaudited) 3
Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended December 31, 2024 and 2023 (unaudited) 4
Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2024 and 2023 (unaudited) 5
Notes to Consolidated Financial Statements (unaudited) 6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 32
Item 3. Quantitative and Qualitative Disclosures about Market Risk 46
Item 4. Controls and Procedures 46
Part II**. –** Other Information 47
Item 1. Legal Proceedings 47
Item 1A. Risk Factors 47
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities 47
Item 3. Defaults Upon Senior Securities 47
Item 4. Mine Safety Disclosures 47
Item 5. Other Information 47
Item 6. Exhibits 47
Signature Page 49

​ ​

Table of Contents ​

Part I — Financial Information

Item 1. Financial Statements

MONROE FEDERAL BANCORP, INC.

Consolidated Balance Sheets

**** December 31, March 31,
2024 2024
(Unaudited)
Assets
Cash and due from banks $ 1,348,499 $ 2,981,089
Interest-bearing deposits in other financial institutions 393,605 7,529,609
Federal funds sold 710,000 107,000
Cash and cash equivalents 2,452,104 10,617,698
Available-for-sale securities 23,204,214 25,181,361
Loans receivable 108,165,466 108,724,627
Allowance for credit losses (915,129) (855,455)
Net loans 107,250,337 107,869,172
Premises and equipment 5,183,049 5,339,998
Restricted stock 901,700 515,000
Bank owned life insurance 3,575,237 3,491,015
Accrued interest receivable 447,413 483,027
Net deferred federal income taxes 1,395,408 1,328,523
Other assets 478,349 511,468
Total assets $ 144,887,811 $ 155,337,262
Liabilities and Stockholders' Equity
Liabilities
Deposits
Demand $ 46,144,767 $ 48,459,382
Savings and money market 51,118,526 51,227,399
Time 32,835,398 42,405,531
Total deposits 130,098,691 142,092,312
Advances from the Federal Home Loan Bank 1,000,000 3,000,000
Advances by borrowers for taxes and insurance 573,323 329,730
Directors plan liability 288,460 762,416
Accrued interest payable and other liabilities 1,129,867 588,099
Total liabilities 133,090,341 146,772,557
Stockholders' Equity
Preferred stock - $.01 par value, 1,000,000 shares authorized
Common stock - $.01 par value, 14,000,000 shares authorized, 526,438 shares issued at December 31, 2024 5,264
Additional paid in capital 3,858,126
Unallocated common stock of ESOP (350,084)
Retained earnings 12,595,524 12,917,702
Treasury stock - 21,000 shares (210,000)
Deferred compensation plan - Rabbi Trust - 21,000 shares 210,000
Accumulated other comprehensive loss (4,311,360) (4,352,997)
Total stockholders' equity 11,797,470 8,564,705
Total liabilities and stockholders' equity $ 144,887,811 $ 155,337,262

See notes to consolidated financial statements.

​ 1

Table of Contents MONROE FEDERAL BANCORP, INC.

Consolidated Statements of Operations

(Unaudited)

**** Three Months Ended **** Nine Months Ended ****
December 31, December 31,
2024 2023 2024 2023
Interest income
Loans $ 1,322,355 $ 1,259,155 $ 3,912,948 $ 3,727,402
Investment securities 120,897 132,349 371,165 403,748
Interest-bearing deposits and other 28,467 40,565 140,659 126,867
Total interest income 1,471,719 1,432,069 4,424,772 4,258,017
Interest expense
Deposits 463,986 425,861 1,398,353 1,128,170
Borrowings 74,499 119,386 267,329 356,055
Total interest expense 538,485 545,247 1,665,682 1,484,225
Net interest income 933,234 886,822 2,759,090 2,773,792
Provision for (recovery of) credit losses 60,932 (32,051) 78,157 (38,819)
Net interest income after provision for (recovery of) credit losses 872,302 918,873 2,680,933 2,812,611
Noninterest income
Service fees on deposits 44,397 45,479 132,923 133,956
Late charges and fees on loans 2,433 2,884 6,768 7,623
Loan servicing fees 4,086 3,773 12,226 10,883
Increase in cash surrender value of bank owned life insurance 28,956 25,366 84,222 74,706
Other income 9,599 9,001 26,416 32,755
Total noninterest income 89,471 86,503 262,555 259,923
Noninterest expense
Salaries and employee benefits 532,039 543,503 1,636,625 1,554,431
Directors fees 30,700 29,701 91,700 89,598
Occupancy and equipment 135,828 135,770 412,468 401,085
Data processing fees 136,290 139,940 397,625 400,551
Franchise taxes 16,916 51,832 40,626
FDIC insurance premiums 24,919 39,999 70,056 78,601
Professional services 72,840 37,242 286,716 118,191
Advertising 15,995 17,478 58,979 67,673
Other 123,049 126,301 342,714 356,261
Total noninterest expense 1,088,576 1,069,934 3,348,715 3,107,017
Loss before income taxes (126,803) (64,558) (405,227) (34,483)
Provision (benefit) for income taxes (6,373) (20,222) (83,049) (40,235)
Net (loss) income $ (120,430) $ (44,336) $ (322,178) $ 5,752
Earnings (loss) per average share - basic and diluted $ (0.25) n/a $ (0.66) n/a

See notes to consolidated financial statements.

​ 2

Table of Contents MONROE FEDERAL BANCORP, INC.

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

**** Three Months Ended **** Nine Months Ended ****
December 31, December 31,
2024 2023 2024 2023
Net (loss) income $ (120,430) $ (44,336) $ (322,178) $ 5,752
Other comprehensive (loss) income:
Net unrealized (losses) gains on available-for-sale securities (860,188) 1,940,215 52,706 228,141
Tax benefit (expense) 180,639 (407,445) (11,069) (47,910)
Other comprehensive (loss) income (679,549) 1,532,770 41,637 180,231
Comprehensive (loss) income $ (799,979) $ 1,488,434 $ (280,541) $ 185,983

See notes to consolidated financial statements.

​ 3

Table of Contents MONROE FEDERAL BANCORP, INC.

Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

****
For the three months ended Accumulated **** ​ ****
December 31, 2023 and Unallocated Other **** ​ Deferred ****
Common Additional Common Stock Retained Comprehensive Treasury Compensation Plan
December 31, 2024 Stock **** Paid-in-Capital **** of ESOP **** Earnings **** Income (Loss) **** Stock **** Rabbi Trust **** Total
Balance at October 1, 2023 $ $ $ $ 12,908,020 $ (5,710,205) $ $ $ 7,197,815
Net loss (44,336) (44,336)
Other comprehensive income 1,532,770 1,532,770
Balance at December 31, 2023 $ $ $ $ 12,863,684 $ (4,177,435) $ $ $ 8,686,249
Balance at October 1, 2024 $ $ $ $ 12,715,954 $ (3,631,811) $ $ $ 9,084,143
Net loss (120,430) (120,430)
Proceeds from issuance of shares of common stock 5,264 3,858,126 3,863,390
Purchase of ESOP shares (368,510) (368,510)
Release of ESOP shares 18,426 18,426
Purchase of treasury stock (deferred compensation plans) (210,000) (210,000)
Treasury stock held (deferred compensation plans) 210,000 210,000
Other comprehensive loss (679,549) (679,549)
Balance at December 31, 2024 $ 5,264 $ 3,858,126 $ (350,084) $ 12,595,524 $ (4,311,360) $ (210,000) $ 210,000 $ 11,797,470
For the nine months ended December 31, 2023 and December 31, 2024
Balance at April 1, 2023 $ $ $ $ 13,143,242 $ (4,357,666) $ $ $ 8,785,576
Effect of change in accounting principle - ASC 326 (285,310) (285,310)
Net income 5,752 5,752
Other comprehensive income 180,231 180,231
Balance at December 31, 2023 $ $ $ $ 12,863,684 $ (4,177,435) $ $ $ 8,686,249
Balance at April 1, 2024 $ $ $ $ 12,917,702 $ (4,352,997) $ $ $ 8,564,705
Net loss (322,178) (322,178)
Proceeds from issuance of shares of common stock 5,264 3,858,126 3,863,390
Purchase of ESOP shares (368,510) (368,510)
Release of ESOP shares 18,426 18,426
Shares purchased by trust (210,000) (210,000)
Shares held by trust 210,000 210,000
Other comprehensive income 41,637 41,637
Balance at December 31, 2024 $ 5,264 $ 3,858,126 $ (350,084) $ 12,595,524 $ (4,311,360) $ (210,000) $ 210,000 $ 11,797,470

See notes to consolidated financial statements. 4

Table of Contents MONROE FEDERAL BANCORP, INC.

Consolidated Statements of Cash Flows

(Unaudited)

**** Nine Months Ended
December 31,
2024 2023 ****
Operating Activities
Net (loss) income $ (322,178) $ 5,752
Items not requiring (providing) cash:
Depreciation and amortization 192,884 189,210
Amortization of premiums and discounts 117,505 135,549
Amortization of deferred loan fees (35,925) 67,165
Provision (Benefit) for deferred income taxes (77,954) (21,539)
Provision for (recovery of) credit losses 78,157 (38,819)
Increase in cash surrender value of bank owned life insurance (84,222) (74,706)
Release of ESOP shares 18,426
Changes in:
Accrued interest receivable 35,614 (36,143)
Other assets 33,119 59,886
Accrued interest payable and other liabilities 256,686 (409,977)
Net cash provided by (used in) operating activities 212,112 (123,622)
Investing Activities
Proceeds from calls, maturities and paydowns of available-for-sale securities 1,912,348 1,597,596
Net change in loans 597,729 (2,298,153)
Purchase of premises and equipment (35,935) (95,329)
Purchase of restricted stock (386,700) (186,000)
Proceeds from redemption of restricted stock 260,600
Net cash provided by (used in) investing activities 2,087,442 (721,286)
Financing Activities
Net (decrease) increase in deposit accounts (11,993,621) 16,374,881
Net decrease in federal funds purchased (865,000)
Proceeds from Federal Home Loan Bank advances 41,059,000 18,400,000
Repayment of Federal Home Loan Bank advances (43,059,000) (27,900,000)
Increase in advances from borrowers for taxes and insurance 243,593 268,167
Gross proceeds from stock offering 5,269,644
Stock offering costs, net (1,406,254)
Purchase of ESOP shares (368,510)
Purchase of treasury stock (deferred compensation plans) (210,000)
Net cash (used in) provided by financing activities (10,465,148) 6,278,048
(Decrease) Increase in Cash and Cash Equivalents (8,165,594) 5,433,140
Cash and Cash Equivalents, Beginning of Period 10,617,698 2,927,788
Cash and Cash Equivalents, End of Period $ 2,452,104 $ 8,360,928
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for:
Interest on deposits and borrowings $ 1,711,279 $ 1,496,638
Income taxes paid 45,000
Supplemental Disclosure of Noncash Investing Activities
Transfers from loans to assets acquired through foreclosure $ $ 12,481

See notes to consolidated financial statements.

​ 5

Table of Contents

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

Nature of Operations and Basis of Presentation

Monroe Federal Bancorp, Inc. (“Monroe Federal Bancorp” or the “Company”) is a Maryland corporation incorporated on May 21, 2024 to serve as the savings and loan holding company for Monroe Federal Savings and Loan Association (the “Bank”) in 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 October 23, 2024. In connection with the Conversion, Monroe Federal Bancorp acquired 100% ownership of Monroe Federal Savings and Loan Association and the Company sold 526,438 shares of its common stock at $10.00 per share, for gross offering proceeds of $5,264,380. The cost of the conversion and issuance of common stock was approximately $1.4 million, which was deducted from the gross offering proceeds. The Company’s employee stock ownership plan purchased 36,851 shares of the common stock sold by the Company, which was equal to 7% of the shares of common stock issued by the Company. The ESOP purchased the shares using a loan from the Company. The Company contributed $2.0 million of the net proceeds from the offering to the Bank, loaned $368,510 of the net proceeds to the ESOP and retained approximately $1.9 million of the net proceeds.

Monroe Federal Savings and Loan Association is a federally chartered mutual thrift engaged primarily in the business of providing a variety of deposit and lending services to individual customers in western Ohio. Its primary deposit products are checking, savings, and term certificate accounts, and its primary lending products are residential and commercial mortgages, commercial, home equity lines of credit and installment loans. Its operations are conducted through its four office locations in Tipp City, Vandalia and Dayton, Ohio. The Company faces competition from other financial institutions and is subject to the regulation of certain federal agencies and undergoes periodic examinations by those regulatory authorities.

The financial statements included herein as of December 31, 2024, and for the interim three- and nine-month periods ended December 31, 2024 and 2023 are unaudited. The unaudited interim financial statements and the notes thereto have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and in the opinion of management, contains all normal recurring adjustments necessary to present fairly the financial position, results of operations, changes in equity and cash flows as of and for the periods presented. Such adjustments are the only adjustments contained in the financial statements. The results of operations for the three- and nine – months ended December 31, 2024 are not necessarily indicative of the results of operations for the full fiscal year.

The accompanying unaudited financial statements and related notes should be read in conjunction with the Bank’s audited financial statements and the notes thereto included in the Company’s prospectus dated August 9, 2024, as filed by Monroe Federal Bancorp with the Securities and Exchange Commission on August 19, 2024.

Principles of Consolidation

The consolidated financial statements as of and for the three and nine months ended December 31, 2024, include the accounts of the Company and the Bank, its wholly-owned subsidiary. All intercompany transactions and balances have been eliminated in consolidation. The financial statements as of and for the period ended December 31, 2023 represent the Bank only, as the conversion to stock form, including the formation of Monroe Federal Bancorp, was completed on October 23, 2024. References herein to the “Company” for periods prior to the completion of the stock conversion should be deemed to refer to the “Bank.”

​ 6

Table of Contents 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.

Allowance for Credit Losses

The allowance for credit losses (ACL) is a valuation allowance for expected credit losses. The allowance for credit losses is established through a provision for credit losses charged to income. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The Company adopted Accounting Standards Update (ASU) No. 2016-13 Financial Instruments—Credit Losses (Topic 326), effective April 1, 2023, using the modified retrospective method for financial assets measured at amortized cost and off-balance-sheet credit exposures. ASC 326 replaced the incurred loss impairment methodology with a new “current expected credit loss” (CECL) methodology that reflects expected credit losses over the lives of the credit instruments and requires consideration of a broader range of information to estimate credit losses. ASC 326 requires an estimate of all expected credit losses for financial assets measured at amortized cost, including loans and held-to-maturity debt securities, based on historical experience, current conditions, and reasonable and supportable forecasts.

Available-for-sale securities

For available for sale securities in an unrealized loss position, the Company 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 securities available for sale that do not meet the above criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost and adverse conditions related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security.

If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income, net of tax. The Company elected to use zero loss estimates for securities issued by U.S. government entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major agencies and have a long history of no credit losses.

Loans

The ACL is a valuation allowance that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Management’s determination of the adequacy of the ACL is based on the assessment of the expected credit losses on loans over the expected life of the loan. The ACL is increased by provision expense and decreased by charge-offs, net of recoveries of amounts previously charged off and expected to be charged off. Accrued interest receivable on loans totaled $318,628 and $348,007 at December 31, 2024 and March 31, 2024, 7

Table of Contents respectively. The Company made the policy election to exclude accrued interest receivable on loans from the estimate of credit losses.

Management estimates the ACL balance using relevant available information from both internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. Historical credit loss experience of the Company is paired with economic forecasts to provide the basis for the quantitatively modeled estimates of expected credit losses. The Company adjusts its quantitative model, as necessary, to reflect conditions not already considered by the quantitative model. These adjustments are commonly known as the qualitative factors.

The ACL is measured on a collective (pool) basis when similar risk characteristics exist. The Company uses publicly available data, based on regulatory filings of larger banks, to derive initial proxy expected lifetime loss rates. Reasonable and supportable forecasts are incorporated into the development of these proxy loss rates, which generally revert back to historical and qualitative loss considerations after 12-24 months. The loss rates are adjusted, if necessary, based on management’s assessment of certain criteria, including economic and business conditions, that may affect the Company’s loan portfolio, to arrive at factors that best represent the estimated credit risk in the loan portfolio.

Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not also included in the collective evaluation. When management determines that foreclosure is probable, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.

Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a loan modification will be executed with an individual borrower or the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company.

A loan for which the terms have been modified, resulting in a concession and for which the borrower is experiencing financial difficulties, is considered within the determination of the ACL using the same method as all other loans held for investment, except when the value of a concession cannot be measured using a method other than the discounted cash flow method. When the value of a concession is measured using the discounted cash flow method, the ACL is determined by discounting the expected future cash flows at the original interest rate of the loan.

Unfunded Commitments

The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The ACL on unfunded commitments is adjusted through the provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life consistent with the related ACL methodology. The ACL on unfunded commitments totaled $77,217 and $56,091 at December 31, 2024 and March 31, 2024, respectively, and is included in other liabilities on the balance sheet.

​ 8

Table of Contents The following table illustrates the impact of adopting ASC 326:

April 1, 2023
Adoption
**** Pre-Adoption **** Impact **** As Reported
Assets
Real estate loans:
Residential $ 360,908 $ 11,949 $ 372,857
Multi-family 13,350 (13,350)
Commercial 166,345 137,324 303,669
Construction and land 43,631 94,031 137,662
Home equity line of credit (HELOC) 16,034 (16,034)
Commercial and industrial 34,110 23,741 57,851
Consumer 7,958 24,833 32,791
Total ACL on loans 642,336 262,494 904,830
Liabilities
ACL for off-balance sheet exposure 98,654 98,654
$ 642,336 $ 361,148 $ 1,003,484

The Company has evaluated multi-family real estate loans and home equity line of credit loans within, and under similar risk characteristics as, the residential loan category, upon adoption of the CECL methodology.

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Table of Contents

Note 2:Investment Securities

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

Gross Gross **** ​
Amortized Unrealized Unrealized Fair
**** Cost **** Gains **** Losses **** Value
Available-for-sale Securities:
December 31, 2024
U.S. Government agencies $ 3,250,839 $ $ (572,034) $ 2,678,805
Mortgage-backed Government Sponsored Enterprises (GSEs) 11,759,060 (2,118,105) 9,640,955
State and political subdivisions 12,904,817 (2,695,747) 10,209,070
Time deposits 746,916 (71,532) 675,384
$ 28,661,632 $ $ (5,457,418) $ 23,204,214

**** **** Gross **** Gross **** **** ​
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
Available-for-sale Securities:
March 31, 2024
U.S. Government agencies $ 3,250,909 $ $ (590,612) $ 2,660,297
Mortgage-backed Government Sponsored Enterprises (GSEs) 12,949,053 (2,231,211) 10,717,842
State and political subdivisions 13,244,761 (2,587,679) 10,657,082
Time deposits 1,246,762 (100,622) 1,146,140
$ 30,691,485 $ $ (5,510,124) $ 25,181,361

The amortized cost and fair value of available-for-sale securities at December 31, 2024, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties:

Amortized Fair
**** Cost **** Value
December 31, 2024
Within one year $ $
One to five years 1,047,859 943,685
Five to ten years 5,108,060 4,330,393
After ten years 10,746,653 8,289,181
16,902,572 13,563,259
Mortgage-backed GSEs 11,759,060 9,640,955
Totals $ 28,661,632 $ 23,204,214

The carrying value of securities pledged as collateral, to secure public deposits and for other purposes, was approximately $6,423,000 and $1,051,000 at December 31, 2024 and March 31, 2024, respectively.

​ 10

Table of Contents Certain investments in debt securities are reported in the financial statements at an amount less than their historical cost. Based on evaluation of available evidence, including recent changes in market interest rates and information obtained from regulatory filings, management believes the declines in fair value for these securities are not credit related.

Should the fair value decline of any of these securities be attributed to credit-related reasons, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period identified.

The following table shows the number of securities and aggregate fair value depreciation at December 31, 2024 and March 31, 2024.

**** December 31, 2024 March 31, 2024 ****
Number of **** Aggregate **** **** Number of **** Aggregate
Description of Securities securities Depreciation **** securities Depreciation ****
Available for sale
U.S. Government agencies 9 (17.6) % 9 (18.2) %
Mortgage-backed Government Sponsored Enterprises (GSEs) 41 (18.0) % 42 (17.2) %
State and political subdivisions 34 (20.9) % 35 (19.5) %
Time deposits 3 (9.6) % 5 (8.1) %
Total portfolio 87 (19.0) % 91 (18.0) %

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

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
Available for sale
U.S. Government agencies $ $ $ 2,678,805 $ (572,034) $ 2,678,805 $ (572,034)
Mortgage-backed Government Sponsored Enterprises (GSEs) 9,640,955 (2,118,105) 9,640,955 (2,118,105)
State and political subdivisions 10,209,070 (2,695,747) 10,209,070 (2,695,747)
Time deposits 675,384 (71,532) 675,384 (71,532)
Total portfolio $ $ $ 23,204,214 $ (5,457,418) $ 23,204,214 $ (5,457,418)

March 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
Available for sale
U.S. Government agencies $ $ $ 2,660,297 $ (590,612) $ 2,660,297 $ (590,612)
Mortgage-backed Government Sponsored Enterprises (GSEs) 10,717,842 (2,231,211) 10,717,842 (2,231,211)
State and political subdivisions 10,657,082 (2,587,679) 10,657,082 (2,587,679)
Time deposits 1,146,140 (100,622) 1,146,140 (100,622)
Total portfolio $ $ $ 25,181,361 $ (5,510,124) $ 25,181,361 $ (5,510,124)

U.S. Government Agencies and State and Political Subdivisions

Unrealized losses on these securities have not been recognized 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 11

Table of Contents 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. Because the decline in market value was attributable to changes in interest rates, and not credit quality, and because the Company typically does not intend to sell the investments and it is not more likely than not the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, the Company determined that no credit loss provisions were required.

Mortgage-backed GSEs

The unrealized losses on the Company’s investment in residential mortgage-backed government sponsored enterprises were caused primarily by changes in interest rates. The Company expects to recover the amortized cost basis over the term of the securities. Because the decline in market value is attributable to changes in interest rates, and not credit quality, and because the Company typically does not intend to sell the investments and it is not more likely than not the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, the Company determined that no credit loss provisions were required.

Time Deposits

The unrealized losses on the Company’s investment in time deposits were caused primarily by changes in interest rates. The Company expects to recover the amortized cost basis over the term of the deposits. Because the decline in market value is attributable to changes in interest rates, and not credit quality, and because the Company typically does not intend to sell the deposits and it is not more likely than not the Company will be required to sell the deposits before recovery of their amortized cost basis, which may be maturity, the Company determined that no credit loss provisions were required.

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Table of Contents

Note 3:Loans and Allowance for Credit Losses

Categories of loans were as follows:

December 31, March 31,
**** 2024 **** 2024 ****
Real estate loans:
Residential $ 70,552,508 $ 69,160,096
Multi-family 1,923,762 1,909,791
Commercial 24,076,150 24,001,533
Construction and land 1,601,808 3,087,855
Home equity line of credit (HELOC) 4,465,967 4,191,076
Commercial and industrial 4,409,370 4,889,602
Consumer 1,461,232 1,792,888
Total loans 108,490,797 109,032,841
Less:
Net deferred loan fees 325,331 308,214
Allowance for credit losses 915,129 855,455
Net loans $ 107,250,337 $ 107,869,172

Loan participations where the Company serves as lead lender and services the participation interests for other participating lenders are not included in the accompanying balance sheets. The unpaid principal balances of these loans were approximately $6,549,000 and $6,506,000 at December 31, 2024 and March 31, 2024, respectively.

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

Residential Real Estate

These loans include first liens and junior liens on 1-4 family residential real estate and are generally owner-owner occupied. The Company generally establishes a maximum loan-to-value and requires private mortgage insurance if that ratio is exceeded. 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.

Multi-family Real Estate

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 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.

​ 13

Table of Contents Commercial Real Estate

These loans are secured by both owner-occupied and non-owner-occupied commercial real estate with diverse characteristics and geographic location almost entirely in the Company’s market area. The main risks are changes in the value of the collateral and ability of borrowers to successfully conduct their business operations. Management generally avoids financing single purpose projects unless other underwriting factors are present to mitigate risks. Management specifically considers unemployment and changes in real estate values in the Company’s market area.

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 subordinate interests in 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.

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.

​ 14

Table of Contents The following tables present the activity in the allowance for credit losses based on portfolio segment for the three months and nine months ended December 31, 2024 and December 31, 2023:

Three Months Ended December 31, 2024
Provision
for
Balance (recovery of) Balance
**** September 30, 2024 **** credit losses **** Charge-offs **** Recoveries **** December 31, 2024
Loans:
Real estate loans:
Residential $ 375,614 $ 53,794 $ $ $ 429,408
Multi-family 7,073 1,669 8,742
Commercial 330,798 20,613 351,411
Construction and land 61,141 (36,653) 24,488
Home equity line of credit (HELOC) 19,325 4,993 24,318
Commercial and industrial 46,987 (1,777) 45,210
Consumer 34,380 (3,127) 299 31,552
Total loans 875,318 39,512 299 915,129
Off-balance sheet commitments 55,797 21,420 77,217
Total allowance for credit losses $ 931,115 $ 60,932 $ $ 299 $ 992,346

Three Months Ended December 31, 2023
Provision
for
(recovery
Balance of) Balance
**** September 30, 2023 **** credit losses **** Charge-offs **** Recoveries **** December 31, 2023
Real estate loans:
Residential $ 402,870 16,610 $ $ $ 419,480
Multi-family
Commercial 338,974 (3,576) 335,398
Construction and land 87,819 (29,476) 58,343
Home equity line of credit (HELOC)
Commercial and industrial 45,871 2,049 947 48,867
Consumer 43,771 (2,810) 200 41,161
Total loans $ 919,305 $ (17,203) $ $ 1,147 $ 903,249
Off-balance sheet commitments 84,898 (14,848) 70,050
Total allowance for credit losses $ 1,004,203 $ (32,051) $ $ 1,147 $ 973,299

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Table of Contents ​

Nine Months Ended December 31, 2024
Provision
for
Balance (recovery of) Balance
**** March 31, 2024 **** credit losses **** Charge-offs **** Recoveries **** December 31, 2024
Loans:
Real estate loans:
Residential $ 394,445 $ 34,963 $ $ $ 429,408
Multi-family 8,742 8,742
Commercial 333,596 17,815 351,411
Construction and land 46,672 (22,184) 24,488
Home equity line of credit (HELOC) 24,318 24,318
Commercial and industrial 41,764 1,803 1,643 45,210
Consumer 38,978 (8,426) 1,000 31,552
Total loans 855,455 57,031 2,643 915,129
Off-balance sheet commitments 56,091 21,126 77,217
Total allowance for credit losses $ 911,546 $ 78,157 $ $ 2,643 $ 992,346

Nine Months Ended December 31, 2023
Provision
for
Effect of (recovery
Balance **** adoption of of) Balance
**** March 31, 2023 ASC 326 **** credit losses **** Charge-offs **** Recoveries **** December 31, 2023
Real estate loans:
Residential $ 360,908 $ 11,949 $ 46,623 $ $ $ 419,480
Multi-family 13,350 (13,350)
Commercial 166,345 137,324 20,994 10,735 335,398
Construction and land 43,631 94,031 (79,319) 58,343
Home equity line of credit (HELOC) 16,034 (16,034)
Commercial and industrial 34,110 23,741 (11,852) 2,868 48,867
Consumer 7,958 24,833 13,339 (5,551) 582 41,161
Total loans 642,336 262,494 (10,215) (5,551) 14,185 903,249
Off-balance sheet commitments 98,654 (28,604) 70,050
Total allowance for credit losses $ 642,336 $ 361,148 $ (38,819) $ (5,551) $ 14,185 $ 973,299

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Table of Contents The following tables present a breakdown of the allowance for credit losses and the recorded investment in loans by segment, disaggregated based on the evaluation method as of December 31, 2024 and March 31, 2024.

Allowance for credit losses Loans
Ending balance, evaluated for credit losses Ending balance, evaluated for credit losses
**** Individually **** Collectively **** Individually **** Collectively
December 31, 2024
Real estate loans:
Residential $ 47,692 $ 381,716 $ 403,887 $ 70,148,621
Multi-family 8,742 48,804 1,874,958
Commercial 12,870 338,541 515,373 23,560,777
Construction and land 24,488 1,601,808
Home equity line of credit (HELOC) 24,318 4,465,967
Commercial and industrial 6,619 38,591 398,193 4,011,177
Consumer 31,552 1,461,232
Total loans $ 67,181 $ 847,948 $ 1,366,257 $ 107,124,540

Allowance for credit losses Loans
Ending balance, evaluated for credit losses Ending balance, evaluated for credit losses
**** Individually **** Collectively **** Individually **** Collectively
March 31, 2024
Real estate loans:
Residential $ 37,008 $ 357,437 $ 561,319 $ 68,598,777
Multi-family 1,909,791
Commercial 10,198 323,398 587,295 23,414,238
Construction and land 46,672 3,087,855
Home equity line of credit (HELOC) 4,191,076
Commercial and industrial 41,764 449,386 4,440,216
Consumer 38,978 1,792,888
Total loans $ 47,206 $ 808,249 $ 1,598,000 $ 107,434,841

The Company has adopted a standard loan grading system for all loans, as follows:

Pass. Loans of sufficient quality, which generally are protected by the current net worth and paying capacity of the obligor or by the value of the asset or underlying collateral.

Special Mention. Loans have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date.

Substandard. Loans which are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Usually, this classification includes all 90 days or more, non-accrual, and past due loans.

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

Loss Loans considered uncollectible and of such little value that continuance as an asset without the establishment of a specific reserve is not warranted. 17

Table of Contents Information regarding the credit quality indicators most closely monitored for other than residential real estate loans and consumer loans, by class as of December 31, 2024 and March 31, 2024, follows:

Term Loans Amortized Cost Basis by Origination Year
For the Nine Months Ended December 31, 2024
**** 2025 **** 2024 **** 2023 **** 2022 **** 2021 **** Prior **** Total
Multi-family
Risk rating:
Pass $ 499,392 $ $ $ 219,372 $ 250,082 $ 954,916 $ 1,923,762
Special Mention
Substandard
Doubtful
Total $ 499,392 $ $ $ 219,372 $ 250,082 $ 954,916 $ 1,923,762
Current period gross charge-offs $ $ $ $ $ $ $
Commercial real estate
Risk rating:
Pass $ 700,219 $ 4,489,047 $ 2,744,461 $ 6,536,166 $ 1,224,825 $ 8,032,200 $ 23,726,918
Special Mention 349,232 349,232
Substandard
Doubtful
Total $ 700,219 $ 4,489,047 $ 2,744,461 $ 6,536,166 $ 1,224,825 $ 8,381,432 $ 24,076,150
Current period gross charge-offs $ $ $ $ $ $ $
Construction and land
Risk rating:
Pass $ 1,348,345 189,070 $ 64,393 $ $ $ $ 1,601,808
Special Mention
Substandard
Doubtful
Total $ 1,348,345 $ 189,070 $ 64,393 $ $ $ $ 1,601,808
Current period gross charge-offs $ $ $ $ $ $ $
Commercial and industrial
Risk rating:
Pass $ 117,286 $ 663,362 $ 250,657 $ 202,531 $ 222,172 $ 2,540,259 $ 3,996,267
Special Mention 50,763 264,909 97,431 413,103
Substandard
Doubtful
Total $ 168,049 $ 663,362 $ 515,566 $ 202,531 $ 222,172 $ 2,637,690 $ 4,409,370
Current period gross charge-offs $ $ $ $ $ $ $

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Table of Contents The Company monitors the credit risk profile by payment activity for residential, home equity and consumer loan classes. Loans past due 90 days or more and loans on nonaccrual status are considered nonperforming. Nonperforming loans are reviewed monthly. The following table presents the amortized cost in residential, home equity and consumer loans based on payment activity:

Term Loans Amortized Cost Basis by Origination Year
For the Nine Months Ended December 31, 2024
**** 2025 **** 2024 **** 2023 **** 2022 **** 2021 **** Prior **** Total
Residential real estate
Payment performance
Performing $ 4,690,032 $ 5,930,094 $ 14,808,675 $ 23,080,785 $ 9,717,579 $ 11,837,838 $ 70,065,003
Nonperforming 290,209 131,191 66,105 487,505
Total $ 4,690,032 $ 5,930,094 $ 15,098,884 $ 23,080,785 $ 9,848,770 $ 11,903,943 $ 70,552,508
Current period gross charge-offs $ $ $ $ $ $ $
Home Equity
Payment performance
Performing $ 619,594 $ 778,123 $ 1,755,851 $ 193,899 $ 222,301 $ 779,856 $ 4,349,624
Nonperforming 93,796 22,547 116,343
Total $ 619,594 $ 871,919 $ 1,755,851 $ 193,899 $ 244,848 $ 779,856 $ 4,465,967
Current period gross charge-offs $ $ $ $ $ $ $
Consumer
Payment performance
Performing $ 264,689 $ 456,332 $ 449,329 $ 141,051 $ 5,526 $ 58,737 $ 1,375,664
Nonperforming 85,568 85,568
Total $ 264,689 $ 541,900 $ 449,329 $ 141,051 $ 5,526 $ 58,737 $ 1,461,232
Current period gross charge-offs $ $ $ $ $ $ $

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Table of Contents ​

Term Loans Amortized Cost Basis by Origination Year
For the Year-Ended March 31, 2024
**** 2024 **** 2023 **** 2022 **** 2021 **** 2020 **** Prior **** Total
Multi-family
Risk rating:
Pass $ $ $ 226,337 $ 263,765 $ 352,634 $ 1,067,055 $ 1,909,791
Special Mention
Substandard
Doubtful
Total $ $ $ 226,337 $ 263,765 $ 352,634 $ 1,067,055 $ 1,909,791
Current period gross charge-offs $ $ $ $ $ $ $
Commercial real estate
Risk rating:
Pass $ 2,684,218 $ 3,796,346 $ 6,733,297 $ 1,411,061 $ 2,017,296 $ 6,951,510 $ 23,593,728
Special Mention 407,805 407,805
Substandard
Doubtful
Total $ 2,684,218 $ 3,796,346 $ 6,733,297 $ 1,411,061 $ 2,017,296 $ 7,359,315 $ 24,001,533
Current period gross charge-offs $ $ $ $ $ $ $
Construction and land
Risk rating:
Pass $ 2,521,518 $ 503,750 $ $ $ 62,587 $ $ 3,087,855
Special Mention
Substandard
Doubtful
Total $ 2,521,518 $ 503,750 $ $ $ 62,587 $ $ 3,087,855
Current period gross charge-offs $ $ $ $ $ $ $
Commercial and industrial
Risk rating:
Pass $ 1,116,530 $ 321,234 $ 41,517 $ 310,621 $ 2,314,123 $ 336,191 $ 4,440,216
Special Mention 250,000 37,114 162,272 449,386
Substandard
Doubtful
Total $ 1,116,530 $ 571,234 $ 41,517 $ 347,735 $ 2,314,123 $ 498,463 $ 4,889,602
Current period gross charge-offs $ $ $ $ $ $ $

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Table of Contents

Term Loans Amortized Cost Basis by Origination Year
For the Year Ended March 31, 2024
**** 2024 **** 2023 **** 2022 **** 2021 **** 2020 **** Prior **** Total
Residential real estate
Payment performance
Performing $ 5,066,684 16,011,420 $ 24,329,104 $ 10,659,716 $ 2,980,257 $ 10,112,915 $ 69,160,096
Nonperforming
Total $ 5,066,684 $ 16,011,420 $ 24,329,104 $ 10,659,716 $ 2,980,257 $ 10,112,915 $ 69,160,096
Current period gross charge-offs $ $ $ $ $ $ $
Home Equity
Payment performance
Performing $ 998,457 $ 1,870,198 $ 202,789 $ 198,098 $ 94,262 $ 827,272 $ 4,191,076
Nonperforming
Total $ 998,457 $ 1,870,198 $ 202,789 $ 198,098 $ 94,262 $ 827,272 $ 4,191,076
Current period gross charge-offs $ $ $ $ $ $ $
Consumer
Payment performance
Performing $ 818,884 $ 655,684 $ 197,152 $ 16,455 $ 52,012 $ 52,701 $ 1,792,888
Nonperforming
Total $ 818,884 $ 655,684 $ 197,152 $ 16,455 $ 52,012 $ 52,701 $ 1,792,888
Current period gross charge-offs $ $ $ 5,551 $ $ $ $ 5,551

The Company evaluates the loan risk grading system definitions on an ongoing basis. No significant changes were made during the three and nine months ended December 31, 2024 and the year ended March 31, 2024.

​ 21

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

December 31, 2024
90 Days Total Loans >
30-59 Days 60-89 Days or Greater Total Total Loans 90 Days &
Past Due Past Due Past Due Past Due Current Receivable Accruing
Real estate loans:
Residential $ 822,296 $ 238,159 $ 66,105 $ 1,126,560 $ 69,425,948 $ 70,552,508 $
Multi-family 1,923,762 1,923,762
Commercial 48,983 48,983 24,027,167 24,076,150
Construction and land 1,601,808 1,601,808
Home equity line of credit (HELOC) 134,841 73,088 93,796 301,725 4,164,242 4,465,967
Commercial and industrial 97,300 97,300 4,312,070 4,409,370
Consumer 135,883 135,883 1,325,349 1,461,232
Total $ 1,239,303 $ 311,247 $ 159,901 $ 1,710,451 $ 106,780,346 $ 108,490,797 $

March 31, 2024
90 Days Total Loans >
30-59 Days 60-89 Days or Greater Total Total Loans 90 Days &
Past Due Past Due Past Due Past Due Current Receivable Accruing
Real estate loans:
Residential $ 198,028 $ $ $ 198,028 $ 68,962,068 $ 69,160,096 $
Multi-family 1,909,791 1,909,791
Commercial 24,001,533 24,001,533
Construction and land 3,087,855 3,087,855
Home equity line of credit (HELOC) 19,975 19,975 4,171,101 4,191,076
Commercial and industrial 4,889,602 4,889,602
Consumer 13,208 13,208 1,779,680 1,792,888
Total $ 231,211 $ $ $ 231,211 $ 108,801,630 $ 109,032,841 $

​ 22

Table of Contents The following table presents the amortized cost basis and collateral type of collateral dependent loans by class as of December 31, 2024 and March 31, 2024:

Real Business
December 31, 2024 **** estate **** assets **** Total
Real estate loans:
Residential $ $ $
Multi-family
Commercial 349,232 349,232
Construction and land
Home equity line of credit (HELOC)
Commercial and industrial 398,194 398,194
Consumer
$ 349,232 $ 398,194 $ 747,426
Real Business
March 31, 2024 **** estate **** assets **** Total
Real estate loans:
Residential $ $ $
Multi-family
Commercial 407,805 407,805
Construction and land
Home equity line of credit (HELOC)
Commercial and industrial 449,386 449,386
Consumer
$ 407,805 $ 449,386 $ 857,191

Nonaccrual loans were as follows at December 31, 2024:

Nonaccrual Loans Nonaccrual Loans
Without an With an Total
**** Allowance **** Allowance Nonaccrual Loans
Real estate loans
Residential $ 487,506 $ 487,506
Home equity line of credit (HELOC) 116,343 116,343
Commercial and industrial 14,909 14,909
Consumer 85,568 85,568
Total nonaccrual loans $ 704,326 $ 704,326

The Company had no nonaccrual loans at March 31, 2024.

No loans were modified during the three month period ending December 31, 2024. There was one commercial and industrial loan in the amount of $52,000, or 1.2%, of total commercial and industrial loans, modified for a borrower experiencing financial difficulties during the nine months ended December 31, 2024. This modification increased the loan balance from $30,000 to $52,000 and extended the loan term by 3 years. The loan is performing at December 31, 2024. No loans were modified during the three month or nine month period ended December 31, 2023.

.

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Table of Contents

Note 4:Time Deposits

Time deposits in denominations of $250,000 or more were approximately $5,968,000 and $10,304,000 at December 31, 2024 and March 31, 2024, respectively.

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

December 31,
**** 2024
Within one year $ 21,974,364
One year to two years 8,019,727
Two years to three years 761,310
Three years to four years 939,998
Four years to five years 920,405
Thereafter 219,594
$ 32,835,398

At December 31, 2024 and March 31, 2024, the Company had one significant customer deposit account with a total deposit balance of approximately $16,456,000 and $21,092,000, respectively.

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Table of Contents

Note 5:Borrowings

Federal Home Loan Bank (FHLB) advances consisted of the following as of December 31, 2024 and March 31, 2024:

December 31, 2024 March 31, 2024
Interest Interest
**** Rate **** Amount **** Rate **** Amount
Scheduled to mature year ending March 31,
2025 1.64 % $ 1,000,000
2025 5.75 1,000,000
2026 4.90 % $ 1,000,000 5.90 1,000,000
$ 1,000,000 $ 3,000,000

The Company has made a collateral pledge to the FHLB consisting of all shares of FHLB stock owned by the Company and a blanket pledge of approximately $68,929,000 and $67,719,000 of its qualifying mortgage assets as of December 31, 2024 and March 31, 2024, respectively. Based on this collateral, the Company was eligible to borrow up to a total of approximately $44,381,000 and $44,887,000 as of December 31, 2024 and March 31, 2024, respectively.

Maturities of FHLB advances were as follows at December 31, 2024:

**** December 31,
2024
Within one year $ 1,000,000

The Company had an available line of credit with the Federal Reserve Bank totaling $7.5 million and $9.0 million at December 31, 2024 and March 31, 2024, respectively. The line of credit was collateralized by a pledge of certain commercial loans totaling $15,095,000 and $19,203,000 as of December 31, 2024 and March 31, 2024, respectively. The Company had no outstanding borrowings on this line at December 31, 2024 and March 31, 2024.

The Company also has an available line of credit with United Bankers Bank totaling $4,542,000 and $4,365,000 at December 31, 2024 and March 31, 2024, respectively. The Company had no outstanding borrowings on this line at December 31, 2024 and March 31, 2024.

Note 6:Employee Stock Option Plan (ESOP)

In connection with the Conversion, the Company established an Employee Stock Ownership Plan (“ESOP”) for the exclusive benefit of eligible employees. It is expected that the Bank will make annual contributions to the ESOP in amounts as defined by the ESOP loan documents. The contributions will be used to repay the ESOP loan. Certain ESOP shares are pledged as collateral for the ESOP loan. As the ESLP loan is repaid, shares are released from collateral and allocated to eligible participants, based on the proportion of loan repayments paid in the year. Shares allocated to eligible participants will become 100% vested upon completion of three years of service with the Bank, including years of service prior to the formation of the ESOP.

In connection with the Company’s Conversion, the ESOP borrowed $368,510 from the Company for the purpose of purchasing shares of the Company’s stock. A total of 36,851 shares were purchased with the loan proceeds. Company stock purchased by the ESOP is shown as a reduction of stockholders’ equity. The ESOP loan is expected to be repaid over a period of 20 years.

The annual contribution to the ESOP was made during the period ending December 31, 2024, as loan payments are made annually on December 31^^of each year. Compensation expense is recognized over the service period based on the average fair value of the shares and totaled $12.88 for the period ending December 31, 2024. There was no ESOP compensation expense for the period ending December 31, 2023. 25

Table of Contents ​

At December 31, 2024, there were no shares allocated to participants. There were 1,843 shares committed to be released to participants and 35,008 unallocated shares. The fair value of unallocated ESOP shares totaled $451,000 at December 31, 2024.

Note 7:Earnings (Loss) Per Share

Basic earnings per share is calculated by dividing net income by the weighted-average number of common shares outstanding during the period. Unallocated common shares held by the ESOP are shown as a reduction in stockholders’ equity and are excluded from weighted-average common shares outstanding for both basic and diluted earnings per share calculations until they are committed to be released.

The Company had no dilutive or potentially dilutive securities during the period ended December 31, 2024.

**** Three months ended Nine months ended
**** ​ December 31 December 31
2024 **** 2024
Net Loss $ (120,430) $ (322,178)
Weighted-average shares issued 526,438 526,438
Less weighted-average unearned ESOP shares 36,825 36,825
Weighted-average shares outstanding 489,613 489,613
Loss per share - basic and diluted S (0.25) S (0.66)

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Table of Contents

Note 8:Regulatory Matters

The Company is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company’s assets, 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 components, risk weightings and other factors. Furthermore, the Company’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 Company to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined) to risk-weighted assets (as defined), common equity Tier I capital (as defined) to total risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined).

Federal regulators finalized and adopted a regulatory capital rule in 2019 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 9.0%, 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 Company elected to begin using the CBLR during the quarter ended December 31, 2024. The Company’s CBLR was 9.8% as of December 31, 2024.

The Company’s regulatory capital ratios as of March 31, 2024 are presented in the table below. Management believes, as of March 31, 2024 and December 31, 2024, that the Company met all capital adequacy requirements to which it is subject.

​ 27

Table of Contents The Company’s actual and required capital amounts and ratios as of March 31, 2024 were as follows:

****
**** To Be Well Capitalized
Under
For Capital Adequacy Prompt Corrective Action
Actual Purposes Provisions
Amount **** Ratio **** Amount Ratio Amount Ratio ****
(Dollars in thousands)
As of March 31, 2024
Total Capital
(to Risk-Weighted Assets) $ 13,829 15.0 % $ 7,380 8.0 % $ 9,226 10.0 %
Tier 1 Capital
(to Risk-Weighted Assets) $ 13,132 14.2 % $ 5,535 6.0 % $ 7,380 8.0 %
Common Equity Tier I Capital
(to Risk-Weighted Assets) $ 13,132 14.2 % $ 4,151 4.5 % $ 5,997 6.5 %
Tier I Capital
(to Average Total Assets) $ 13,132 8.7 % $ 6,056 4.0 % $ 7,570 5.0 %

As of December 31, 2024, the most recent notification from the regulators categorized the Company as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Company’s category.

​ 28

Table of Contents ​

Note 9: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.
--- ---

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 December 31, 2024 and March 31, 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
U.S. Government agencies $ 2,678,806 $ $ 2,678,805 $
Mortgage-backed Government Sponsored Enterprises (GSEs) 9,640,955 9,640,955
State and political subdivisions 10,209,070 10,209,070
Time deposits 675,384 675,384
March 31, 2024
U.S. Government agencies $ 2,660,297 $ $ 2,660,297 $
Mortgage-backed Government Sponsored Enterprises (GSEs) 10,717,842 10,717,842
State and political subdivisions 10,657,082 10,657,082
Time deposits 1,146,140 1,146,140

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 months ended December 31, 2024 and the year ended March 31, 2024.

​ 29

Table of Contents 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.

Nonrecurring Measurements

The following table presents the fair value measurements of assets recognized in the accompanying balance sheet measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 31, 2024.

**** ​ Fair Value Measurements Using
**** Fair Value **** Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)
December 31, 2024
Collateral dependent loans $ 44,144 $ $ $ 44,144

**** Fair Value **** Valuation Technique **** Unobservable Inputs Range (Weighted-average)
December 31, 2024
Collateral dependent loans $ 44,144 Estimated sales price Adjustments for discounts to reflect current market conditions 20% - 50% (46%)

The Company had no assets recognized in the accompanying balance sheets measured at fair value on a nonrecurring basis at March 31, 2024.

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

**** Carrying Fair Fair Value Measurements Using
Value **** Value **** Level 1 Level 2 Level 3
December 31, 2024
Financial assets:
Cash and cash equivalents $ 2,452,104 $ 2,452,104 2,452,104 $ $
Loans, net 107,250,337 99,561,000 99,561,000
Restricted stock 901,700 901,700 901,700
Bank owned life insurance 3,575,237 3,575,237 3,575,237
Accrued interest receivable 447,413 447,413 447,413
Financial liabilities:
Deposits 130,098,691 129,637,293 97,263,293 32,374,000
FHLB advances 1,000,000 1,002,000 1,002,000
Accrued interest payable 20,352 20,352 20,352

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Table of Contents

**** Carrying Fair Fair Value Measurements Using
Value **** Value **** Level 1 Level 2 Level 3
March 31, 2024
Financial assets:
Cash and cash equivalents $ 10,617,698 $ 10,617,698 $ 10,617,698 $ $
Loans, net 107,869,172 99,786,000 99,786,000
Restricted stock 515,000 515,000 515,000
Bank owned life insurance 3,491,015 3,491,015 3,491,015
Accrued interest receivable 483,027 483,027 483,027
Financial liabilities:
Deposits 142,092,312 141,311,781 99,686,781 41,625,000
FHLB advances 3,000,000 2,993,000 2,993,000
Accrued interest payable 25,245 25,245 25,245

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.

​ 31

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

Management’s discussion and analysis is intended to enhance your understanding of our financial condition and results of operations. The financial information in this section is derived from the accompanying unaudited financial statements. You should read the financial information in this section in conjunction with the business and financial information contained in this report and in the Company’s definitive prospectus dated August 9, 2024, filed with the Securities and Exchange Commission.

Cautionary Note Regarding Forward-Looking Statements

This 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;
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;
--- ---
our ability to maintain adequate liquidity, primarily through deposits;
--- ---
fluctuations in real estate values and in the conditions of the residential real estate and commercial real estate markets;
--- ---
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;
--- ---
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;
--- ---

32

Table of Contents

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;
--- ---
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; 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. Except as required by applicable law or regulation, we assume no obligation and disclaims any obligation to update any forward-looking statements.

Critical Accounting Policies and Use of Critical Accounting Estimates

The discussion and analysis of the financial condition and results of operations are based on our financial statements, which are prepared in conformity with generally accepted accounting principles used in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of income and expenses. We consider the accounting policies discussed below to be critical accounting policies. The estimates and assumptions that we use are based on historical experience and various other factors and are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions, resulting in a change that could have a material impact on the carrying value of our assets and liabilities and our results of operations.

The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company” we may delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We intend to take advantage of the benefits of this extended transition period. Accordingly, our financial statements may not be comparable to companies that comply with such new or revised accounting standards. 33

Table of Contents The following represent 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 credit losses 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.

Management performs a quarterly evaluation of the allowance for credit losses on loans and unfunded commitments. Consideration is given to a variety of factors in establishing this estimate including, but not limited to, current economic conditions, delinquency statistics, geographic and industry concentrations, the adequacy of the underlying collateral, the financial strength of the borrower, results of internal loan reviews and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change.

The allowance for credit losses is evaluated following the accounting guidance in Accounting Standards Update (ASU) No. 2016-13 Financial Instruments – Credit Losses (Topic 326) for the fiscal year ended March 31, 2024. ASC 326 replaced the incurred loss impairment methodology with a new current expected credit loss (CECL) methodology that reflects expected credit losses over the lives of the credit instruments and requires consideration of a broader range of information to estimate credit losses. ASC 326 requires an estimate of all expected credit losses for loans based on historical experience, current conditions, and reasonable and supportable forecasts.

Before April 1, 2023, the analysis of the allowance for credit losses had two components, specific and general allowances. The specific percentage allowance was for unconfirmed losses related to loans that were determined to be impaired. Impairment was measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral adjusted for market conditions and selling expenses. If the fair value of the loan was less than the loan’s carrying value, a charge was recorded for the difference. The general allowance, which was for loans reviewed collectively, was determined by segregating the remaining loans by type of loan, risk weighting (if applicable) and payment history. We also analyzed historical loss experience, delinquency trends, general economic conditions and geographic and industry concentrations. This analysis established historical loss percentages and qualitative factors that were applied to the loan groups to determine the amount of the allowance for credit losses necessary for loans that were reviewed collectively. The qualitative component was critical in determining the allowance for credit losses as certain trends may indicate the need for changes to the allowance for credit losses based on factors beyond the historical loss history. Not incorporating a qualitative component could misstate the allowance for credit losses.

Actual loan losses may be significantly more than the allowances we have established which could result in a material negative effect on our financial results.

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. 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. We estimate 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

34

Table of Contents 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 December 31, 2024 and March 31, 2024

Total Assets. Total assets were $144.9 million at December 31, 2024, a decrease of $10.4 million, or 6.7%, from $155.3 at March 31, 2024. The decrease was primarily comprised of a decrease in cash and cash equivalents of $8.2 million and a decrease in available for sale investment securities of $2.0 million.

Cash and Cash Equivalents. Cash and cash equivalents decreased $8.2 million, or 76.9%, to $2.5 million at December 31, 2024 from $10.6 million at March 31, 2024. The decrease was due primarily to a decrease in deposits during the nine months ended December 31, 2024 and a decrease of $2.0 million in advances from the Federal Home Loan Bank of Cincinnati during the nine months ended December 31, 2024, which were partially offset by net proceeds from the issuance of common stock of $3.5 million.

Investment Securities. Investment securities available for sale decreased $2.0 million, or 7.9%, to $23.2 million at December 31, 2024, from $25.2 million at March 31, 2024. The decrease was primarily attributable to calls, maturities and repayments of securities totaling $1.9 million during the nine months ended December 31, 2024. The unrealized loss on securities decreased during the nine months ended December 31, 2024, to $53,000, or 1%, at December 31, 2024.

Net Loans. Net loans decreased $619,000, or 0.6%, to $107.3 million at December 31, 2024 from $107.9 million at March 31, 2024. During the nine months ended December 31, 2024, loan originations totaled $13.1 million, comprised primarily of $5.0 million of loans secured by one- to four-family residential real estate, $3.9 million of construction and land loans, $2.3 million home equity loans, $1.4 of commercial real estate loans and $200,000 of commercial and industrial loans. Consumer loan originations totaled $284,000, the majority of which were auto loans.

During the nine months ended December 31, 2024, residential real estate loans increased $1.4 million, or 2.0%, to a total of $70.6 million at December 31, 2024 and home equity lines of credit increased $275,000, or 6.6%, to $4.5 million at December 31, 2024. These increases were partially offset by a decrease in construction and land loans of $1.5 million, or 48.1%, to $1.6 million at December 31, 2024, a decrease in commercial and industrial loans of $480,000, or 9.8%, to $4.4 million at December 31, 2024 and a decrease in consumer loans of $332,000, or 18.5%, to $1.5 million at December 31, 2024.

The decrease in the Company’s loan portfolio has been due to an intentional slowdown of marketing efforts for new loans and strong competition for one- to four-family residential mortgage loans and commercial loans in our market area.

The Company’s strategy includes maintaining the loan portfolio, continuing to focus primarily on owner-occupied one-to-four family residential real estate loans and commercial real estate loans.

Deposits. Deposits decreased by $12.0 million, or 8.4%, to $130.1 million at December 31, 2024 from $142.1 million at March 31, 2024. Core deposits decreased $2.4 million, or 2.4%, to $97.3 million at December 31, 2024 from $99.7 million at March 31, 2024. Certificates of deposit decreased $9.6 million, or 22.6%, to $32.8 million at December 31, 2024 from $42.4 million at March 31, 2024. The decrease in core deposits was due primarily to a $4.6 million decrease in the account held by a significant commercial customer whose account balance fluctuates routinely in the normal course of its business. The decrease in certificates of deposit was due primarily to outflows of higher rate accounts as management elected not to compete on interest rates during the period.

During the nine months ended December 31, 2024, management continued its strategy of pursuing growth in demand accounts and other lower cost core deposits, in part by enhancing products and services offered and increased marketing. Management intends to continue its efforts to increase core deposits, with an emphasis on growth in consumer and business demand deposits. 35

Table of Contents Advances from the Federal Home Loan Bank. Advances from the Federal Home Loan Bank totaled $1.0 million at December 31, 2024, a decrease of $2.0 million, or 66.7%, from the $3.0 million balance at March 31, 2024. Management elected to repay these advances by drawing from existing cash balances during the period.

Stockholders’ Equity. Stockholders’ equity increased $3.2 million, or 37.2%, to $11.8 million at December 31, 2024, from $8.6 million at March 31, 2024. The increase was due primarily to an influx of capital from the common stock issuance of $3.5 million during the period. The Bank also purchased 21,000 shares of stock, totaling $210,000, which are being held in trust for the directors’ deferred compensation plan.

Average Balances and Yields. The following table sets forth average balance sheets, average yields and rates, and other information for the periods indicated. No tax-equivalent yield adjustments have been made, as the effects are immaterial. Average balances are calculated using daily average balances. Non-accrual loans are included in average balances only. The average balance of available-for-sale securities does not include unrealized losses during the periods. Average yields include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense. Net deferred loan fees/costs are immaterial.

****
For the Three Months Ended December 31,
2024 2023
**** Average Average ****
Outstanding Average Outstanding Average ****
Balance Interest Yield/Rate Balance Interest Yield/Rate ****
Interest-earning assets:
Interest-bearing deposits and other $ 2,207 $ 29 5.26 % $ 2,762 $ 41 5.94 %
Available-for-sale securities 29,054 121 1.67 32,108 132 1.64
Loans 108,522 1,322 4.87 111,511 1,259 4.52
Total interest-earning assets 139,783 1,472 4.21 146,381 1,432 3.91
Noninterest earning assets 8,068 4,998
Allowance for credit losses (876) (920)
Total assets $ 146,975 $ 150,459
Interest-bearing liabilities:
Interest-bearing demand accounts $ 35,243 2 0.02 % $ 31,885 2 0.03 %
Savings accounts 19,773 10 0.20 20,671 4 0.08
Money market accounts 29,373 131 1.78 30,073 61 0.81
Certificates of deposit 33,328 321 3.85 39,366 359 3.65
Total interest-bearing deposits 117,717 464 1.58 121,995 426 1.40
Federal funds purchased 107 2 7.48 90 1 4.44
Federal Home Loan Bank advances 5,767 73 5.06 8,914 118 5.30
Total interest-bearing liabilities 123,591 539 1.74 130,999 545 1.66
Noninterest-bearing demand deposits 6,854 10,020
Other noninterest-bearing liabilities 4,722 2,183
Total liabilities 135,167 143,202
Total stockholders' equity 11,808 7,257
Total liabilities and stockholders' equity 146,975 150,459
Net interest income $ 933 $ 887
Net interest rate spread (1) 2.47 % 2.25 %
Net interest-earning assets (2) $ 16,192 $ 15,382
Net interest margin (3) 2.67 % 2.42 %
Average interest-earning assets to interest-bearing liabilities 113.10 % 111.74 %

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

(2)Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

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

​ 36

Table of Contents ​

**** ****
For the Nine Months Ended December 31,
2024 2023
**** Average Average ****
Outstanding Average Outstanding Average ****
Balance Interest Yield/Rate Balance Interest Yield/Rate ****
Interest-earning assets:
Interest-bearing deposits and other $ 3,200 $ 141 5.88 % $ 3,005 $ 127 5.64 %
Available-for-sale securities 29,790 371 1.66 32,639 404 1.65
Loans 109,148 3,913 4.78 111,308 3,727 4.46
Total interest-earning assets 142,138 4,425 4.15 146,952 4,258 3.86
Noninterest earning assets 7,741 6,254
Allowance for credit losses (868) (942)
Total assets $ 149,011 $ 152,264
Interest-bearing liabilities:
Interest-bearing demand accounts $ 36,155 5 0.02 % $ 32,440 5 0.02 %
Savings accounts 19,250 20 0.14 22,543 14 0.08
Money market accounts 29,259 303 1.38 30,142 161 0.71
Certificates of deposit 36,486 1,071 3.91 37,811 948 3.34
Total interest-bearing deposits 121,150 1,399 1.54 122,936 1,128 1.22
Federal funds purchased 72 3 5.56 142 6 5.63
Federal Home Loan Bank advances 6,836 264 5.15 9,328 350 5.00
Total interest-bearing liabilities 128,058 1,666 1.73 132,406 1,484 1.49
Noninterest-bearing demand deposits 7,595 9,476
Other noninterest-bearing liabilities 3,763 2,386
Total liabilities 139,416 144,268
Total stockholders' equity 9,595 7,996
Total liabilities and stockholders' equity 149,011 152,264
Net interest income $ 2,759 $ 2,774
Net interest rate spread ^(1)^ 2.42 % 2.37 %
Net interest-earning assets ^(2)^ $ 14,080 $ 14,546
Net interest margin ^(3)^ 2.59 % 2.52 %
Average interest-earning assets to interest-bearing liabilities 111.00 % 110.99 %

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

(2)Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

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

​ 37

Table of Contents Rate/Volume Analysis. The following table presents the effects of changing rates and volumes on our net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The total column represents the sum of the prior columns. Changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately based on the changes due to rate and the changes due to volume.

Three Months Ended December 31,
2024 vs. 2023
Total
Increase (decrease) due to Increase
Volume **** Rate **** (Decrease)
(In thousands)
Interest-earning assets:
Other interest-earning assets $ (7) $ (5) $ (12)
Investment securities (13) 2 (11)
Loans (34) 97 63
Total interest-earning assets (54) 94 40
Interest-bearing liabilities:
Interest-bearing demand - - -
Savings accounts - 6 6
Money market (1) 71 70
Certificates of deposit (57) 19 (38)
Total deposits (58) 96 38
Federal Home Loan Bank advances (40) (5) (45)
Federal funds purchased - 1 1
Total interest-bearing liabilities (98) 92 (6)
Change in net interest income $ 44 $ 2 $ 46

**** Nine Months Ended December 31, ****
2024 vs. 2023
Increase (Decrease) Total
Due to: Increase
Volume Rate (Decrease)
(In thousands)
Interest-earning assets:
Loans, net $ (73) $ 259 $ 186
Available-for-sale securities (35) 2 (33)
Other interest-earning assets 9 5 14
Total interest-earning assets (99) 266 167
Interest-bearing liabilities:
Interest-bearing demand accounts (1) 1
Savings accounts (2) 8 6
Money market accounts (5) 147 142
Certificates of deposit (34) 157 123
Total deposits (42) 313 271
Federal funds purchased (3) (3)
Federal Home Loan Bank advances (96) 10 (86)
Total interest-bearing liabilities (141) 323
Change in net interest income $ 42 $ (57) $ (15)

​ 38

Table of Contents Comparison of Operating Results for the Three Months Ended December 31, 2024 and 2023

General. The Company reported a net loss for the three months ended December 31, 2024 of $120,000, a $76,000 increase from the net loss of $44,000 for the three months ended December 31, 2023. The increase in the net loss was primarily due to a $93,000, or 290.1%, increase in the provision for credit losses, which was partially offset by a $46,000, or 5.2%, increase in net interest income.

Interest Income. Interest income increased $40,000, or 2.8%, to $1.5 million for the three months ended December 31, 2024 from $1.4 million for the three months ended December 31, 2023. This increase was attributable to a $63,000, or 5.0%, increase in loan interest income. This was partially offset by a $11,000 decrease, or 8.7%, decrease in interest on investment securities and a $12,000, or 29.8%, decrease in interest on interest-bearing deposits and other assets.

The average yield on loans increased by 35 basis points to 4.87% for the three months ended December 31, 2024 from 4.52% for the three months ended December 31, 2023, while the average balance of loans decreased by $3.0 million, or 2.7%, during the three months ended December 31, 2024 compared to the average balance for the three months ended December 31, 2023. The increase in average yield on loans reflects the increase in the overall interest rate environment period-to-period. The increases in interest rates have provided higher yields on newly originated loans, as well as the Company’s adjustable-rate loans, which have adjusted upward and should continue to rise provided the higher interest rate environment persists.

The average balance of investment securities decreased $3.0 million, or 9.3%, to $29.1 million for the three months ended December 31, 2024 from $32.1 million for the three months ended December 31, 2023, while the average yield on investment securities increased by three basis points to 1.67% for the three months ended December 31, 2024 from 1.64% for the three months ended December 31, 2023.

Interest income on other interest-bearing deposits, comprised primarily of overnight deposits and stock in the Federal Home Loan Bank, decreased $12,000, or 29.8%, for the three months ended December 31, 2024, due to a decrease in the average yield of 68 basis points, to 5.26% for the three months ended December 31, 2024 from 5.94% for the three months ended December 31, 2023, and a decrease in the average balance of $555,000, or 20.1%.

Interest Expense. Total interest expense decreased $6,000, or 1.2%, to $539,000 for the three months ended December 31, 2024 from $545,000 for the three months ended December 31, 2023. Interest expense on deposits increased $38,000, or 9.0%, due primarily to an increase of 18 basis points in the average cost of deposits to 1.58% for the three months ended December 31, 2024 from 1.40% for the three months ended December 31, 2023, which was offset by a decrease of $4.3 million, or 3.5%, in the average balance of interest-bearing deposits to $117.7 million for the three months ended December 31, 2024 from $122.0 million for the three months ended December 31, 2023.

Interest expense on borrowings decreased $44,000, or 37.6%, to $75,000 for the three months ended December 31, 2024, compared to $119,000 for the three months ended December 31, 2023. The decrease was due to a $3.1 million, or 34.4%, decrease in the average balance outstanding, to $5.9 million for the three months ended December 31, 2024 from $9.0 million for the three months ended December 31, 2023, and a 24 basis point decrease in the weighted-average rate, to 5.06% for the three months ended December 31, 2024 compared to 5.30% for the three months ended December 31, 2023.

Net Interest Income**.** Net interest income increased $46,000, or 5.1%, to $933,000 for the three months ended December 31, 2024 compared to $887,000 for the three months ended December 31, 2023. The increase reflected an increase in the interest rate spread to 2.47% for the three months ended December 31, 2024 from 2.25% for the three months ended December 31, 2023, while the average net interest earning assets increased $810,000 period-to-period. The net interest margin increased to 2.67% for the three months ended December 31, 2024 from 2.42% for the three months ended December 31, 2023. The interest rate spread and net interest margin were impacted by a series of interest rate increases in the economy during 2023 and 2022 and to a lesser extent, a recent 100 basis point reduction in the federal funds rate by the Federal Reserve Board.

​ 39

Table of Contents Provision for (Recovery of) Credit Losses. The Company recorded an increase in the provision for credit losses of $93,000 or 290.1%, for the three months ended December 31, 2024, to a provision for credit losses of $61,000 compared to a recovery for credit losses of $32,000 recorded for the three months ended December 31, 2023. The allowance for credit losses on loans was $915,000 at December 31, 2024, an increase of $60,000, or 7.0%, over the $855,000 total at March 31, 2024. The allowance for credit losses on off-balance sheet commitments was $77,000 at December 31, 2024, an increase of $21,000, or 37.5%, over the $56,000 total at March 31, 2024. The allowance for credit losses on loans represented 0.84% of total loans at December 31, 2024, and 0.79% at March 31, 2024.

The determination of the adequacy of the allowance for credit losses included consideration of the balances of nonperforming loans, delinquent loans and net charge-offs in both periods. The Company’s nonperforming loans totaled $704,000 at December 31, 2024, compared to no nonperforming loans at March 31, 2024. Classified loans totaled $580,000 at December 31, 2024, compared to $67,000 at March 31, 2024, and total loans past due greater than 30 days were $1.7 million and $231,000 at those respective dates.

The allowance for credit losses reflects the estimate management believes to be appropriate to cover incurred probable losses which were inherent in the loan portfolio at December 31, 2024 and March 31, 2024. While management believes the estimates and assumptions used in the determination of the adequacy of the allowance are reasonable, such estimates and assumptions could be proven incorrect in the future, and the actual amount of future provisions may exceed the amount of past provisions, and the increase in future provisions that may be required may adversely impact the Company’s financial condition and results of operations. In addition, bank regulatory agencies periodically review the allowance for credit losses and may require an increase in the provision for credit losses or the recognition of loan charge-offs, based on judgments different than those of management.

Noninterest Income. Noninterest income totaled $90,000 for the three months ended December 31, 2024, an increase of $3,000, or 3.4%, from $87,000 for the three months ended December 31, 2023. The increase was attributable primarily to a $4,000, or 14.2%, increase in the cash surrender value of life insurance, which was partially offset by a $1,000, or 2.4%, decrease in service fees on deposits and a $1,000, or 15.6%, decrease in late charges and fees on loans.

Noninterest Expense. Noninterest expense increased $19,000, or 1.7%, to $1.1 million for the three months ended December 31, 2024, compared to the three months ended December 31, 2023. The increase was due primarily to a $36,000, or 95.6%, increase in professional services. This was partially offset by an $11,000, or 2.1%, decrease in salaries and employee benefits and a $15,000, or 37.8% decrease in FDIC insurance premiums.

The increase in professional services was due primarily to costs associated with the reporting requirements of a public stock company. The decrease in salaries and employee benefits was due to a decline in the bank’s staffing complement which was lower by one FTE period to period, partially offset by ESOP compensation expense and normal merit increases.

Noninterest expense can be expected to increase because of costs associated with operating as a public company and increased compensation costs related to the implementation of a stock-based benefit plan.

Income Taxes. The Company’s income tax benefit decreased by $14,000, or 68.5%, with a benefit provision of $6,000 for the three months ended December 31, 2024, compared to a benefit provision of $20,000 the three months ended December 31, 2023. The decrease in the income tax benefit provision was due primarily to true-up the Company’s deferred tax provision. The tax benefit provision and effective tax rates reflect the Company’s nontaxable interest income in each period.

Comparison of Operating Results for the Nine Months Ended December 31, 2024 and 2023

General. The Company reported a net loss of $322,000 for the nine months ended December 31, 2024, a $328,000 decrease from net income of $6,000 the nine months ended December 31, 2023. The decrease in net income was primarily due to a $15,000, or .5% ,decrease in net interest income, a $117,000, or 301.3% increase in the provision for credit losses and a $242,000, or 7.8%, increase in noninterest expenses, which were partially offset by a $43,000, or 106.4%, increase in the income tax benefit provision.

40

Table of Contents

Interest Income Interest income increased $167,000, or 3.9%, to $4.4 million for the nine months ended December 31, 2024 compared to $4.2 million for the nine months ended December 31, 2023. This increase was attributable to a $186,000, or 5.0%, increase in interest on loans receivable and a $14,000, or 10.9%, increase in interest on interest-bearing deposits and other assets, which were partially offset by a $33,000, or 8.1%, decrease in interest on investment securities.

The average yield on loans increased by 32 basis points to 4.78% for the nine months ended December 31, 2024 from 4.46% for the nine months ended December 31, 2023, while the average balance of loans decreased by $2.2 million, or 2.0%, during the nine months ended December 31, 2024 compared to the average balance for the nine months ended December 31, 2023. The increase in average yield on loans reflects the increase in the overall interest rate environment period-to-period. The increases in interest rates have provided higher yields on newly originated loans, as well as the Company’s adjustable-rate loans, which have adjusted upward and should continue to rise provided the higher interest rate environment persists.

The average balance of investment securities decreased $2.8 million to $29.8 million for the nine months ended December 31, 2024 from $32.6 million for the nine months ended December 31, 2023, while the average yield on investment securities increased by one basis point to 1.66% for the nine months ended December 31, 2024 from 1.65% for the nine months ended December 31, 2023.

Interest income on other interest-bearing deposits, comprised primarily of overnight deposits and stock in the Federal Home Loan Bank, increased $14,000 or 10.9%, for the nine months ended December 31, 2024, due to an increase in the average yield of 24 basis points, to 5.88% for the nine months ended December 31, 2024 from 5.64% for the nine months ended December 31, 2023, and an increase in the average balance of $195,000, or 6.5%. The increase in average yield was due to the increase in interest rates in the overall economy period-to-period.

Interest Expense Total interest expense increased $182,000, or 12.1%, to $1.7 million for the nine months ended December 31, 2024 from $1.5 million for the nine months ended December 31, 2023. Interest expense on deposits increased $271,000, or 24.0%, due primarily to an increase of 32 basis points in the average cost of deposits to 1.54% for the nine months ended December 31, 2024 from 1.22% for the nine months ended December 31, 2023, which was partially offset by a decrease of $1.8 million, or 1.5%, in the average balance of interest-bearing deposits to $121.2 million for the nine months ended December 31, 2024 from $123.0 million for the nine months ended December 31, 2023.

Interest expense on borrowings decreased $89,000 or 25.0%, to $267,000 for the nine months ended December 31, 2024, compared to $356,000 for the nine months ended December 31, 2023. The decrease was due to a $2.6 million, or 27.4%, decrease in the average balance outstanding, to $6.9 million for the nine months ended December 31, 2024 from $9.5 million for the nine months ended December 31, 2023, and by a 7 basis point decrease in the weighted-average rate, to 5.56% for the nine months ended December 30, 2024 compared to 5.63% for the nine months ended December 31, 2023.

Net Interest Income**.** Net interest income decreased $15,000, or 0.5%, to $2.7 million for the nine months ended December 31, 2024 compared to the nine months ended December 31, 2023. An increase in the interest rate spread to 2.42% for the nine months ended December 31, 2024 from 2.37% for the nine months ended December 31, 2023, was partially offset by the average net interest earning assets decrease of $466,000 period-to-period. The net interest margin increased to 2.59% for the nine months ended December 31, 2024 from 2.52% for the nine months ended December 31, 2023. The interest rate spread and net interest margin were impacted by a series of interest rate increases in the economy during 2023 and 2022, and to a lesser extent, a recent 100 basis point reduction in the federal funds rate by the Federal Reserve Board.

Provision for Credit Losses. The company recorded an increase in the provision for credit losses of $117,000, or 301.3%, for for the nine months ended December 31, 2024 to a provision for credit losses of $78,000 compared to a recovery for credit losses of $39,000 recorded for the nine months ended December 31, 2023. The allowance for credit losses on loans was $915,000 at December 31, 2024, an increase of $60,000, or 7.0%, compared to $855,000 at March 31, 2024. The allowance for credit losses on off-balance sheet commitments was $77,000 at December 31, 2024, an 41

Table of Contents increase of $21,000, or 37.5%, over the $56,000 total at March 31, 2024. The allowance for credit losses on loans represented 0.84% of total loans at December 31, 2024, and 0.79% at March 31, 2024.

The determination of the adequacy of the allowance for credit losses included consideration of the balances of nonperforming loans, delinquent loans and net charge-offs in both periods. The Company’s nonperforming loans totaled $704,000 at December 31, 2024, compared to no nonperforming loans at March 31, 2024. Classified loans totaled $580,000 at December 31, 2024, compared to $67,000 at March 31, 2024, and total loans past due greater than 30 days were $1.7 million and $231,000 at those respective dates.

The allowance for credit losses reflects the estimate management believes to be appropriate to cover incurred probable losses which were inherent in the loan portfolio at December 31, 2024 and March 31, 2024. While management believes the estimates and assumptions used in the determination of the adequacy of the allowance are reasonable, such estimates and assumptions could be proven incorrect in the future, and the actual amount of future provisions may exceed the amount of past provisions, and the increase in future provisions that may be required may adversely impact the Company’s financial condition and results of operations. In addition, bank regulatory agencies periodically review the allowance for credit losses and may require an increase in the provision for credit losses or the recognition of loan charge-offs, based on judgments different than those of management.

Non-Interest Income. Noninterest income increased $3,000, or 1.0%, to $263,000 for the nine months ended December 31, 2024 from $260,000 for the nine months ended December 31, 2023. A $10,000, or 12.7%, increase in the cash surrender value of life insurance was partially offset by a $6,000, or 19.4%, decrease in other income.

Noninterest Expense. Noninterest expense increased $242,000, or 7.8%, to $3.3 million for the nine months ended December 31, 2024, compared to $3.1 million for the nine months ended December 31, 2023. The increase was due primarily to a $169,000 or 142.6%, increase in professional services, and an $82,000, or 5.3%, increase in salaries and employee benefits. This was partially offset by a $14,000 or 3.8%, decrease in other expenses, and a $9,000, or 12.9%, decrease in advertising.

The increase in professional services expense was due primarily to an increase in audit fees as the Company’s financial statements were reaudited in connection with the mutual-to-stock conversion transaction. The increase in salaries and employee benefits was due primarily to an increase in staffing related to the new branch office, compensation related to the new ESOP, and normal merit increases year-to-year.

Noninterest expense can be expected to increase because of costs associated with operating as a public company and increased compensation costs related to the implementation of a stock-based benefit plan.

Provision (Benefit) for Income Taxes. The Company’s income tax benefit provision increased by $43,000, or 106.4%, to a total of $83,000 for the nine months ended December 31, 2024, compared to a benefit provision of $40,000 during the nine months ended December 31, 2023. The increase in the income tax benefit provision was due primarily to a $371,000 increase in pretax loss. The tax benefit provision and effective tax rates reflect the Company’s nontaxable interest income in each period.

Management of Market Risk

General. Our most significant form of market risk is interest rate risk because, as a financial institution, the majority of our assets and liabilities are sensitive to changes in interest rates. Therefore, a principal part of our operations is to manage interest rate risk and limit the exposure of our financial condition and results of operations to changes in market interest rates. The board of directors establishes policies and guidelines for managing interest rate risk. All directors participate in discussions during the regular board meetings evaluating the interest rate risk inherent in our assets and liabilities, and the level of risk that is appropriate. These discussions take into consideration our business strategy, operating environment, capital, liquidity and performance objectives consistent with the policy and guidelines approved by them. 42

Table of Contents The board of directors delegates the responsibility for interest rate risk management to the asset/liability management committee consisting of the Company’s executive officers. The asset/liability management committee provides quarterly reports to the board of directors. If an exception to the interest rate risk policy tolerance limits arise, the asset/liability management committee documents and communicates it to the board of directors at its next scheduled meeting along with a recommended course of action to address the exception consistent with established policy and guidelines.

Our asset/liability management strategy attempts to manage the impact of changes in interest rates on net interest income, our primary source of earnings. Among the techniques we are using to manage interest rate risk are:

maintaining capital levels that exceed the thresholds for well-capitalized status under federal regulations;
maintaining a high level of liquidity;
--- ---
growing our core deposit accounts;
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managing our investment securities portfolio so as to reduce the average maturity and effective life of the portfolio; and
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continuing to diversify our loan portfolio by adding more commercial real estate loans and commercial and industrial loans, which typically have shorter maturities and/or balloon payments.
--- ---
By following these strategies, we believe that we are better positioned to react to increases and decreases in market interest rates.
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We maintain a significant deposit account with a commercial customer. The asset/liability management committee monitors the status of the account at its monthly meeting and the account is segregated as a separate line item on the deposit reports reviewed by the committee. Furthermore, there is regular verbal communication between senior management and the depositor regarding any expected changes in the depositor’s business that could result in material inflows and outflow from the account in the short-term so that we may proactively manage any risks due to expected fluctuations in the account balance.

We maintain uninsured deposits that exceed the Federal Deposit Insurance Corporation insurance limit. Senior management reviews uninsured deposit balances monthly to manage any risks due to fluctuations in the balances of uninsured deposits. We do not maintain any internal policy limits on concentrations in uninsured deposits in total or by type of depositor. We may accept brokered deposits up to an internal policy limit of 15% of total assets from brokers approved by the board of directors. Before a broker is approved by the board of directors, we conduct financial analysis and due diligence on the broker. We had no brokered deposits at December 31, 2024.

Historically, we have not sold loans we have originated. We plan to develop the infrastructure necessary to sell one- to four-family residential mortgage loans, particularly longer term one- to four-family residential mortgage loans, to further help mitigate our interest rate risk exposure.

We have not engaged in hedging activities, such as engaging in futures or options. We do not anticipate entering into similar transactions in the future.

Economic Value of Equity. We compute amounts by which the net present value of our assets and liabilities (economic value of equity or “EVE”) would change in the event of a range of assumed changes in market interest rates. This model uses a discounted cash flow analysis and an option-based pricing approach to measure the interest rate sensitivity of net portfolio value. The model estimates the economic value of each type of asset, liability and off-balance sheet contract under the assumptions that the United States Treasury yield curve increases instantaneously by 100, 200 and 300 basis point increments or decreases instantaneously by 100, 200 and 300 basis point increments, with changes in interest rates representing immediate and permanent, parallel shifts in the yield curve. 43

Table of Contents The following table sets forth, as of December 31, 2024, the calculation of the estimated changes in our EVE that would result from the designated immediate changes in the United States Treasury yield curve. The estimated changes presented in the table are within the policy limits established by our board of directors except that the decrease in EVE at the positive 200 and 300 basis point levels exceeded policy limits.

At December 31, 2024
EVE as a Percentage of
Present
Value of Assets^(3)^
Estimated Increase
(Decrease) in Increase
EVE (Decrease)
Change in Interest Estimated (basis
Rates (basis points) ^(1)^ EVE^(2)^ Amount Percent EVE Ratio ^(4)^ points)
(Dollars in thousands)
300 $ 14,076 $ (6,325) (31.00) % 11.48 % (328)
200 $ 16,248 $ (4,153) (20.36) % 12.73 % (202)
100 $ 18,842 $ (1,559) (7.64) % 14.18 % (57)
Level $ 20,401 % 14.75 %
(100) $ 21,612 $ 1,211 5.93 % 15.04 % 29
(200) $ 22,024 $ 1,623 7.96 % 14.83 % 8
(300) $ 21,454 $ 1,053 5.16 % 14.05 % (70)
(1) Assumes an immediate uniform change in interest rates at all maturities. One basis point equals 0.01%.
--- ---
(2) EVE is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts.
--- ---
(3) Present value of assets represents the discounted present value of incoming cash flows on interest-earning assets.
--- ---
(4) EVE Ratio represents EVE divided by the present value of assets.
--- ---

The table above indicates that at December 31, 2024, we would have experienced a 20.36% decrease in EVE in the event of an instantaneous parallel 200 basis point increase in market interest rates and a 7.96% increase in EVE in the event of an instantaneous 200 basis point decrease in market interest rates.

Change in Net Interest Income. The table sets forth, as of December 31, 2024, the calculation of the estimated changes in our net interest income that would result from the designated immediate changes in the United States Treasury yield curve. All estimated changes presented in the table are within the policy limits established by the Company’s board of directors.

At December 31, 2024
Change in Interest Rates Net Interest Income Year 1 ****
(basis points) ^(1)^ Forecast Year 1 Change from Level ****
**** (Dollars in thousands)
300 $ 4,016 (1.94) %
200 $ 4,077 (0.45) %
100 $ 4,163 1.63 %
Level $ 4,096
(100) $ 4,033 (1.54) %
(200) $ 3,919 (4.32) %
(300) $ 3,761 (8.18) %
(1) Assumes an immediate uniform change in interest rates at all maturities. One basis point equals 0.01%.
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The table above indicates that as of December 31, 2024, we would have experienced a .45% decrease in net interest income in the event of an instantaneous parallel 200 basis point increase in market interest rates and a 4.32% decrease in net interest income in the event of an instantaneous 200 basis point decrease in market interest rate.

Certain shortcomings are inherent in the methodologies used in the above interest rate risk measurement. Modeling changes in EVE and NII require making certain assumptions that may or may not reflect the manner in which 44

Table of Contents actual yields and costs respond to changes in market interest rates. For instance, the EVE and NII tables presented above assume that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. However, the shape of the yield curve changes constantly and the value and pricing of our assets and liabilities, including our deposits, may not closely correlate with changes in market interest rates. Accordingly, although the EVE and NII tables may provide an indication of our interest rate risk exposure at a particular point in time and in the context of a particular yield curve, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on EVE and NII and will differ from actual results.

EVE and net interest NII calculations also may not reflect the fair values of financial instruments. For example, decreases in market interest rates can increase the fair values of our loans, deposits and borrowings.

Liquidity and Capital Resources

Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures.

Our primary sources of funds are deposits, principal and interest payments on loans and securities, and proceeds from maturities of securities. We also have the ability to borrow from the Federal Home Loan Bank of Cincinnati, the Federal Reserve Bank of Cleveland and a correspondent bank. At December 31, 2024, we had the ability to borrow up to $44.4 million from the Federal Home Loan Bank of Cincinnati under a collateral pledge facility. At December 31, 2024, we had $1.0 million of outstanding advances under this facility. At December 31, 2024, we had no outstanding borrowings from the Federal Reserve Bank of Cleveland but had the capacity to borrow up to $7.5 million. At December 31, 2024, we had no outstanding borrowings from the correspondent bank but had the capacity to borrow up to $4.5 million.

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and short-term investments. The levels of these assets depend on our operating, financing, lending, and investing activities during any given period.

Our cash flows are comprised of three primary classifications: cash flows from operating activities, cash flows from investing activities, and cash flows from financing activities. For the nine months ended December 31, 2024, cash flows from operating, investing, and financing activities resulted in a net decrease in cash and cash equivalents of $8.2 million. Net cash provided by investing activities amounted to $2.1 million, net cash used in financing activities amounted to $10.5 million, and net cash provided by operating activities amounted to $212,000.

We believe we maintain a strong liquidity position, and are committed to maintaining it. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. Based on our deposit retention experience and current pricing strategy, we anticipate that a significant portion of maturing time deposits will be retained.

Monroe Federal Bancorp is a separate legal entity from Monroe Federal Savings and Loan Association Bank and must provide for its own liquidity to fund its operating expenses and other financial obligations. Its primary source of income is dividends received from the Bank. The amount of dividends that the Bank may declare and pay to Monroe Federal Bancorp is governed by applicable regulations. At December 31, 2024, Monroe Federal Bancorp (on an unconsolidated basis) had liquid assets of $1.5 million.

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Table of Contents At December 31, 2024, the Company was categorized as well-capitalized under regulatory capital guidelines. Management is not aware of any conditions or events since the most recent notification that would change our category. For further information, see note 6 to the notes to financial statements.

Off-Balance Sheet Arrangements. At December 31, 2024, we had $15.0 million of outstanding commitments, consisting of $72,000 in commitments to originate loans and $14.9 million of undisbursed funds on previously originated loans. At December 31, 2024, certificates of deposit that are scheduled to mature on or before December 31, 2025, totaled $22.0 million. Management expects that a substantial portion of the maturing certificates of deposit will be renewed. However, if a substantial portion of these deposits is not retained, we may utilize Federal Home Loan Bank of Cincinnati advances or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The information in Item 2 under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Management of Market Risk” is incorporated in this Item 3 by reference.

Item 4. Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of December 31, 2024. Based on that evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

During the quarter ended December 31, 2024, there have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Table of Contents Part II — Other Information

Item 1. Legal Proceedings

The Company is subject to various legal actions arising in the normal course of business. In the opinion of management, the resolution of these legal actions is not expected to have a material adverse effect on the Company’s financial condition or results of operations.

Item 1A. Risk Factors

Not applicable, as the Company is a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

Effective October 23, 2024, Monroe Federal Bancorp, Inc. (“Monroe Federal Bancorp”) completed its initial public stock offering in connection with the Company’s conversion from the mutual form of organization to the stock form of organization. Monroe Federal Bancorp sold 526,438 shares of its common stock at $10.00 per share pursuant to a Registration Statement on Form S-1, as amended (SEC File No. 333-280165), which was declared effective by the Securities and Exchange Commission on August 9, 2024. The stock offering resulted in gross offering proceeds of $5.3 million and net offering proceeds (after payment of offering expenses) of approximately $3.9 million. From the net offering proceeds, the Company lent $368,510 to the Company’s employee stock ownership plan (which used those funds to purchase 36,851 shares of Monroe Federal Bancorp common stock in the stock offering), invested $1.9 million in the Company as a capital contribution, and retained the remaining $1.6 million for general corporate purposes. Performance Trust Capital Partners, LLC served as Monroe Federal Bancorp’s marketing agent in connection with the stock offering.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended December 31, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of SEC Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement“ (as such term is defined in Item 408 of SEC Regulation S-K).

Item 6. Exhibits

3.1 Articles of Incorporation of Monroe Federal Bancorp, Inc. ^(1)^
3.2 Bylaws of Monroe Federal Bancorp, Inc. ^(2)^
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 The following materials for the quarter ended December 31, 2024, formatted in Inline XBRL (Extensible Business Reporting Language): (i) Balance Sheets, (ii) Statements of Income, (iii) Statements of Comprehensive (Loss) Income, (iv) Statements of Changes in Equity Capital, (v) Statements of Cash Flows, and (vi) Notes to Financial Statements
104 Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)

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Table of Contents

(1) Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-280165), initially filed on June 13, 2024.
(2) Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-280165), initially filed on June 13, 2024.
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Table of Contents SIGNATURES

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

MONROE FEDERAL BANCORP, INC.
/s/ Lewis R. Renollet
Date: February 14, 2025 Lewis R. Renollet
President and Chief Executive Officer (Duly Authorized Representative and Principal Executive Officer)
Date: February 14, 2025 /s/ Lisa M. Bird
Lisa M. Bird
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer

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Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Lewis R. Renollet, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Monroe Federal Bancorp, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
--- ---
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
--- ---
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
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a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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_____
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Date:  February 14, 2025 /s/ Lewis R. Renollet
Lewis R. Renollet
President and Chief Executive Officer

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Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Lisa M. Bird, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Monroe Federal Bancorp, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
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a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
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a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
--- ---
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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___
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Date:  February 14, 2025 /s/ Lisa M. Bird
Lisa M. Bird
Chief Financial Officer and Treasurer

​ ​

Exhibit 32.1

Certification of Chief Executive Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Lewis R. Renollet, President and Chief Executive Officer of Monroe Federal Bancorp, Inc. (the “Company”), certify in my capacity as an officer of the Company that I have reviewed the Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2024 (the “Report”), and that to the best of my knowledge:

1. the Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:  February 14, 2025 /s/ Lewis R. Renollet
Lewis R. Renollet
President and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. ​

Exhibit 32.2

Certification of Chief Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Lisa M. Bird, Chief Financial Officer and Treasurer of Monroe Federal Bancorp, Inc. (the “Company”), certify in my capacity as an officer of the Company that I have reviewed the Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2024 (the “Report”), and that to the best of my knowledge:

1. the Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:  February 14, 2025 /s/ Lisa M. Bird
Lisa M. Bird
Chief Financial Officer and Treasurer

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