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6-K

VersaBank (VBNK)

6-K 2025-12-10 For: 2025-12-10
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Added on April 10, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December, 2025

Commission File Number: 001-40805

VersaBank

(Exact name of registrant as specified in itscharter)

140 Fullarton Street, Suite 2002

London, Ontario N6A 5P2

Canada

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ¨Form 40-F x

On December 10, 2025, VersaBank issued a press release regarding fourth quarter and year end 2025 results and a press release regarding dividends. Copies of the press releases, as well as executed Form 52-109F1 certificates of annual filings by its CEO and CFO, are attached hereto as Exhibit 99.1, Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4.

The information in this Form 6-K (including the exhibits) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

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.

VERSABANK
Date: December 10, 2025 By: /s/ Brent T. Hodge
Name: Brent T. Hodge
Title: SVP, General Counsel & Corporate Secretary

EXHIBIT INDEX

Exhibit<br><br> <br><br><br> <br>No. Description
99.1 Press Release dated December 10, 2025 titled “VersaBank Fourth Quarter Results Demonstrate Operating Leverage of Business Model: Strong Growth in RPP Assets Drives Record Revenue”
99.2 Press Release dated December 10, 2025 titled “VersaBank Declares Dividends”
99.3 VersaBank – Form 52-109F1 Certification of Annual Filings by CEO (pursuant to Canadian regulations)
99.4 VersaBank – Form 52-109F1 Certification of Annual Filings by CFO (pursuant to Canadian regulations)

Exhibit 99.1

For Immediate Release:  December 10,2025

Attention: Business Editors

VERSABANK FOURTH QUARTER RESULTS DEMONSTRATEOPERATING LEVERAGE OF BUSINESS MODEL:  STRONG GROWTH IN RPP ASSETS DRIVES RECORD REVENUE

VersaBank’s 2025 annual audited Consolidated Financial Statementsand Management’s Discussion and Analysis (“MD&A”) will be available today online at www.versabank.com/investor-relations,SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov/edgar.shtml.Supplementary Financial Information will also be available on our website at www.versabank.com/investor-relations.All amounts are in Canadian dollars unless otherwise noted. All interim financial information within this earnings release is unauditedand based on interim Consolidated Financial Statements prepared in compliance with International Accounting Standard 34 Interim FinancialReporting, unless otherwise noted. All annual financial information herein was derived from VersaBank’s 2025 annual audited ConsolidatedFinancial Statements and MD&A.

LONDON, ON/CNW – VersaBank (or the “Bank”) (TSX: VBNK; NASDAQ: VBNK), a North American leader in business-to-business digital banking, as well as technology solutions for cybersecurity, today reported its results for the fourth quarter and fiscal year ended October 31, 2025. All figures are in Canadian dollars unless otherwise stated.

ConsolidatedFinancial Summary

(unaudited) As<br> at or for the three months ended As<br> at or for the year ended
(thousands<br> of Canadian dollars except per share amounts) October 31<br><br> <br>2025 July 31<br><br> <br>2025 Change October 31<br><br> <br>2024 Change October 31<br><br> <br>2025 October 31<br><br> <br>2024 Change
Financial results
Total revenue $ 35,092 $ 31,583 11% $ 27,285 29% $ 124,641 $ 111,633 12%
Cost of funds* 3.15% 3.33% (5%) 4.11% (23%) 3.37% 4.04% (17%)
Net interest margin* 2.29% 2.25% 2% 2.12% 8% 2.18% 2.27% (4%)
Net interest margin on credit assets* 2.65% 2.55% 4% 2.34% 13% 2.52% 2.52% 0%
Return on average common equity* 3.89% 4.94% (21%) 5.28% (26%) 6.11% 10.16% (40%)
Adjusted return on average common<br> equity* 7.81% 7.24% 8% 5.28% 48% 7.85% 10.16% (23%)
Net income 5,204 6,582 (21%) 5,516 (6%) 28,458 39,748 (28%)
Adjusted net income* 10,549 9,670 9% 5,516 91% 36,891 39,748 (7%)
Income per common share basic and diluted 0.16 0.20 (20%) 0.20 (20%) 0.90 1.49 (40%)
Adjusted income per common share basic and diluted* 0.33 0.30 10% 0.20 65% 1.17 1.49 (21%)
Balance<br> sheet and capital ratios**
Total assets $ 5,808,475 $ 5,477,489 6% $ 4,838,484 20% $ 5,808,475 $ 4,838,484 20%
Book value per common share* 16.67 16.42 2% 15.35 9% 16.67 15.35 9%
Common Equity Tier 1 (CET1) capital<br> ratio 12.92% 13.56% (5%) 11.24% 15% 12.92% 11.24% 15%
Total capital ratio 15.72% 16.50% (5%) 14.48% 9% 15.72% 14.48% 9%
Leverage ratio 8.47% 8.90% (5%) 7.38% 15% 8.47% 7.38% 15%

* See definition under ‘Non-GAAP and Other Financial Measures’ in the 2025 Annual Management’s Discussion and Analysis.

** Capital management and leverage measures are in accordance with OSFI's Capital Adequacy Requirements and Basel III Accord.

1

SegmentedFinancial Summary – QUARTERLY

(thousands of Canadian dollars)
for the three months ended October 31, 2025
Digital Banking<br><br> <br>Canada Digital Banking<br><br> <br>USA Digital Meteor DRTC Eliminations/<br><br> <br>Adjustments Consolidated
Net interest income $ 27,399 $ 5,234 $ - $ - $ - $ 32,633
Non-interest income 250 (15) 673 1,898 (347) 2,459
Total revenue 27,649 5,219 673 1,898 (347) 35,092
Provision for (recovery of) credit losses 1,365 (46) - - - 1,319
26,284 5,265 673 1,898 (347) 33,773
Non-interest expenses:
Salaries and benefits 7,446 1,213 130 1,327 - 10,116
General and administrative 10,941 924 140 143 (347) 11,801
Premises and equipment 929 323 276 426 - 1,954
19,316 2,460 546 1,896 (347) 23,871
Income (loss) before income taxes 6,968 2,805 127 2 - 9,902
Income tax provision 3,840 806 33 19 - 4,698
Net income (loss) $ 3,128 $ 1,999 $ 94 $ (17) $ - $ 5,204
Total assets 5,050,922 $ 759,733 $ 10,207 $ 24,538 $ (36,925) $ 5,808,475
Total liabilities $ 4,777,508 $ 498,822 $ 8,006 $ 28,319 $ (36,853) $ 5,275,802
for the three months ended July 31, 2025
Digital Banking Digital Banking Digital Meteor DRTC Eliminations/<br><br> <br>Adjustments Consolidated
Canada USA
Net interest income $ 26,656 $ 3,123 $ - $ - $ - $ 29,779
Non-interest income (37) (7) 622 1,569 (343) 1,804
Total revenue 26,619 3,116 622 1,569 (343) 31,583
Provision for (recovery of) credit losses 1,201 (20) - - - 1,181
25,418 3,136 622 1,569 (343) 30,402
Non-interest expenses:
Salaries and benefits 7,214 1,174 214 1,497 - 10,099
General and administrative 8,636 1,163 47 214 (343) 9,717
Premises and equipment 898 186 373 376 - 1,833
16,748 2,523 634 2,087 (343) 21,649
Income (loss) before income taxes 8,670 613 (12) (518) - 8,753
Income tax provision 2,150 176 (35) (120) - 2,171
Net income (loss) $ 6,520 $ 437 $ 23 $ (398) $ - $ 6,582
Total assets $ 5,124,771 $ 348,389 $ 11,543 $ 25,015 $ (32,229) $ 5,477,489
Total liabilities $ 4,790,738 $ 155,228 $ 9,491 $ 19,410 $ (25,520) $ 4,949,347
for the three months ended October 31, 2024
Digital Banking Digital Banking Digital Meteor DRTC Eliminations/<br><br> <br>Adjustments Consolidated
Canada USA
Net interest income $ 23,509 $ 1,392 $ - $ - $ - $ 24,901
Non-interest income 141 1 285 2,298 (341) 2,384
Total revenue 23,650 1,393 285 2,298 (341) 27,285
Provision for (recovery of) credit losses (22) (134) - - - (156)
23,672 1,527 285 2,298 (341) 27,441
Non-interest expenses:
Salaries and benefits 9,483 437 134 1,276 - 11,330
General and administrative 5,874 365 35 513 (341) 6,446
Premises and equipment 855 105 27 602 - 1,589
16,212 907 196 2,391 (341) 19,365
Income (loss) before income taxes 7,460 620 89 (93) - 8,076
Income tax provision 2,429 155 (9) (15) - 2,560
Net income (loss) $ 5,031 $ 465 $ 98 $ (78) $ - $ 5,516
Total assets $ 4,602,360 $ 226,319 $ 3,434 $ 23,564 $ (17,193) $ 4,838,484
Total liabilities $ 4,343,878 $ 90,716 $ 1,371 $ 28,894 $ (25,578) $ 4,439,281 
2

SegmentedFinancial Summary - ANNUAL

(thousands of Canadian dollars)
for the year ended October 31, 2025
Digital Banking Digital<br><br> <br>Banking Digital Meteor DRTC Eliminations/<br><br> <br>Adjustments Consolidated
Canada USA
Net interest income $ 103,265 $ 12,903 $ - $ - $ - $ 116,168
Non-interest income 460 (39) 2,206 7,245 (1,399) 8,473
Total revenue 103,725 12,864 2,206 7,245 (1,399) 124,641
Provision for (recovery of) credit losses 4,553 (140) - - - 4,413
99,172 13,004 2,206 7,245 (1,399) 120,228
Non-interest expenses:
Salaries and benefits 25,785 5,015 814 6,370 - 37,984
General and administrative 29,560 3,484 574 1,508 (1,399) 33,727
Premises and equipment 3,677 722 820 1,805 - 7,024
59,022 9,221 2,208 9,683 (1,399) 78,735
Income (loss) before income taxes 40,150 3,783 (2) (2,438) - 41,493
Income tax provision 12,538 1,111 - (614) - 13,035
Net income (loss) $ 27,612 $ 2,672 $ (2) $ (1,824) $ - $ 28,458
Total assets $ 5,050,922 $ 759,733 $ 10,207 $ 24,538 $ (36,925) $ 5,808,475
Total liabilities $ 4,777,508 $ 498,822 $ 8,006 $ 28,319 $ (36,853) $ 5,275,802
for the year ended October 31, 2024
Digital Banking Digital<br><br> <br>Banking Digital Meteor DRTC Eliminations/<br><br> <br>Adjustments Consolidated
Canada USA
Net interest income $ 101,263 $ 1,392 $ - $ - $ - $ 102,655
Non-interest income 698 1 1,183 8,455 (1,359) 8,978
Total revenue 101,961 1,393 1,183 8,455 (1,359) 111,633
Provision for (recovery of) credit losses (134) (134) - - - (268)
102,095 1,527 1,183 8,455 (1,359) 111,901
Non-interest expenses:
Salaries and benefits 26,523 437 526 5,298 - 32,784
General and administrative 18,324 365 242 1,597 (1,359) 19,169
Premises and equipment 3,292 105 120 1,638 - 5,155
48,139 907 888 8,533 (1,359) 57,108
Income (loss) before income taxes 53,956 620 295 (78) - 54,793
Income tax provision 14,860 155 41 (11) - 15,045
Net income (loss) $ 39,096 $ 465 $ 254 $ (67) $ - $ 39,748
Total assets $ 4,602,360 $ 226,319 $ 3,434 $ 23,564 $ (17,193) $ 4,838,484
Total liabilities $ 4,343,878 $ 90,716 $ 1,371 $ 28,894 $ (25,578) $ 4,439,281 
3

Management Commentary

“The fourth quarter was a very strong finish to a transformational fiscal 2025 and indicative of the momentum in our Digital Banking business as we increasingly benefit from the operating leverage in our cloud-based, business-to-business bank, driven by growth in both the United States and Canada,” said David Taylor, Founder and President, VersaBank. “The rapidly accelerating ramp up of our Receivable Purchase Program (“RPP”) in the US, alongside steady growth of our RPP in Canada, resulted in a very healthy year-over-year increase in credit assets of 20% to a new record, which, combined with a steady expansion of our net interest margin, drove year-over-year revenue growth of 29%, also reaching a new all-time high. With the steady improvement in efficiency, that translated into an 91% increase in adjusted net income, which excludes the one-time costs associated with our reorganization to realign our corporate structure to a standard US bank framework.”

“We expect this momentum to continue throughout fiscal 2026 driven by anticipated continued growth in our RPP portfolio both north and south of the border.  Notably, in the US, our most significant growth opportunity, we will see the benefit of the higher operating leverage there as growth in the RPP continues to quickly ramp up, with the majority of our cost structure already in place.  We expect strong growth in the US to be complemented by continued solid growth in Canada, where spending in the verticals on which we focus remains resilient.  We also expect to incrementally benefit from our new Enhanced CHMC Lending Program in Canada, which we launched recently, and which has de minimis operating costs.  We expect to capitalize on these growth opportunities with minimal expansion of our non-interest expenses.”

“In addition to anticipated growth in our core Digital Banking business next year, early in fiscal 2026 we expect to commercially launch what we believe will be the first tokenized deposit issued in both US and Canadian currencies.  VersaBank’s proprietary Real Bank Deposit Tokens™, based on the Bank’s unique VersaVault^®^ encryption technology, have the potential to both be a new driver of very low-cost deposits for the Bank, as well as an additional source of low-cost revenue as one of the first and most secure of such technologies for banks in both the US and Canada to bring the superior security and operability of the blockchain to conventional deposit and payment functionality, with very clear superiority to non-bank issued stablecoins.”

Highlightsfor the FOURTH Quarter of Fiscal 2025

Consolidated (Canadian and US Digital BankingOperations, Digital Meteor and DRTC)

· Total assets increased 20% year-over-year and 6% sequentially to a record $5.8 billion, with the increase<br>driven primarily by growth of the Digital Banking operations’ credit asset portfolios, in particular, the Receivable Purchase Program<br>(“RPP”) portfolio, in both the US and Canada;
· Consolidated total revenue increased 29% year-over-year and increased 11% sequentially to a record $35.1<br>million, with the year-over-year and sequential increases primarily due to the continued growth in credit assets, which were up 20% year-over-year<br>and 6% sequentially;
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· Consolidated net income was $5.2 million compared with $5.5 million for the fourth quarter of last year<br>and $6.6 million for the third quarter of fiscal 2025.  Consolidated net income for the fourth quarter of fiscal 2025 included<br>$5.7 million (before tax) of non-interest expenses related primarily to the costs associated with the Reorganization (previously referred<br>to as the Proposed Realignment of Corporate Structure, see note below), as well as higher than typical tax provision attributable to various<br>one-time tax expense adjustments;
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· Consolidated adjusted net income was $10.5 million, an increase of 91% year-over-year and an increase<br>of 9% sequentially;
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· Consolidated income per common share was $0.16 compared with $0.20 for the fourth quarter of last year<br>and $0.20 for the third quarter of 2025.  In addition to the impact of the items noted above, the decrease compared to the fourth<br>quarter of fiscal 2024 was due to the 25% higher number of shares outstanding following the treasury common share offering in December<br>2024;
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· Consolidated adjusted income per common share was $0.33 compared with $0.20; and,
--- ---
· As at October 31, 2025, the Bank has purchased and cancelled 573,251 common shares under its Normal Course<br>Issuer Bid (NCIB), under which the Bank may purchase for cancellation up to 2,000,000 of its common shares representing approximately<br>8.99% of its public float (as of April 28, 2025).
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4

Digital Banking (Combined Canada and US)

· Total Digital Banking operations (combined Canada and US) credit assets increased 20% year-over-year and<br>6% sequentially to a record $5.07 billion, driven primarily by strong growth in each of the US and Canadian RPP portfolios, which, combined,<br>increased 22% year-over-year and 6% sequentially;
· Total Digital Banking operations revenue increased 31% year-over-year and 11% sequentially to a record<br>$32.9 million, with the year-over-year and sequential increases primarily due to the continued growth in credit assets;
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· Total Digital Banking operations net interest margin on credit assets<br>increased 31 bps, or 13%, year-over-year, and decreased 10 bps, or 4% sequentially, to 2.65%. The year-over-year increase was primarily<br>due to the lower cost of funds, attributable to the renewal of maturing deposits at lower interest rates and the diminished impact of<br>the atypically inverted yield curve that existed throughout fiscal 2024 and which is no longer inverted. The sequential decrease reflects<br>the impact for elevated liquidity held to support a capital infusion in VersaBank USA and lower yield attributable to the increase in<br>the RPP, which is composed of lower risk-weighted, lower yielding assets, partially offset by lower cost of funds;
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· Total Digital Banking operations overall net interest margin increased<br>17 bps, or 8%, year-over-year and increased 4 bps, or 2%, sequentially to 2.29%, due to lower cost of funds attributable primarily to<br>the renewal of maturing deposits at lower interest rates and the diminished impact of the atypically inverted yield curve that existed<br>throughout fiscal 2024, and which is no longer inverted, offset partially by lower yields primarily attributable to continued growth in<br>the RPP portfolio which is composed of lower risk-weighted, lower yielding assets and higher than typical liquidity over the course of<br>fiscal 2025 to support anticipated ongoing RPP growth in the US. The Bank’s net interest margin remained among the highest<br>of the publicly traded Canadian Schedule I (federally licensed) banks;
--- ---
· Total Digital Banking operations provision for credit losses as a percentage of average credit assets<br>remained negligible at 0.11%, compared with a 12-quarter average of 0.04%, which remains among the lowest of the publicly traded Canadian<br>Schedule I (federally licensed) banks;
--- ---
· Total Digital Banking operations net income was $5.1 million compared with $5.5 million for the fourth<br>quarter of last year and $7.0 million for the third quarter of 2025. Net income for the fourth quarter of fiscal 2025 included $5.7 million<br>(before tax) of non-interest expenses primarily related to the Reorganization and one-time tax expense adjustments;
--- ---
· Total Digital Banking operations income per common share was $0.16 compared with $0.20 for the fourth<br>quarter of last year and $0.21 for the third quarter of 2025.  In addition to the impact of the items noted above, the decrease<br>compared to the fourth quarter of fiscal 2024 was due to the 25% higher number of shares outstanding due to the treasury common share<br>offering in December 2024;
--- ---
· The Bank entered into an agreement with its largest US RPP partner to date, ECN Capital Corp. (“ECN Capital”), through<br>ECN Capital’s wholly owned subsidiary, Source One Financial Services (“Source One”) and completed an initial funding<br>of US$61 million, with additional fundings subsequent to quarter end bringing the total fundings to Source One as of the date of this<br>release to more than US$90 million;
--- ---
· The Bank completed total US RPP fundings in fiscal 2025 to US$310 million, surpassing its fiscal 2025 target; and,
--- ---
· The Bank expanded its RPP in both the US and Canada through the launch of a securitized<br>financing solution for point-of-sale and other financing companies ("RPP Securitized Financing") and completed its first funding<br>for the program.
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5

Digital Banking Canada

Note:  The financial results for Digital Banking Canada contain certain non-interest expenses for general corporate administrative costs.

· Canadian Digital Banking operations net income was $3.1 million compared with $5.0 million for the fourth<br>quarter of last year and $6.5 million for the third quarter of 2025. Net income for the fourth quarter of fiscal 2025 included $5.7 million<br>(before tax) of non-interest expenses related primarily to the one-time costs associated with the Reorganization, as well as higher income<br>tax provision associated with various one-time tax expense adjustments;
· Canadian Digital Banking operations net income per common share was $0.10 compared with $0.18 for the<br>fourth quarter of last year and $0.20 for the third quarter of 2025. In addition to the impact of the items noted above, the decrease<br>compared to the fourth quarter of fiscal 2024 was due to the 25% higher number of shares outstanding following the treasury common share<br>offering in December 2024;
--- ---
· The Bank added two new RPP partners in Canada, including its first partner under its recently launched<br>Securitized RPP offering; and,
--- ---
· The Bank enhanced its Canadian Mortgage and Housing Corporation ("CMHC") insured lending program<br>such that the Bank will utilize its Canadian Mortgage Bond ("CMB") Program allocation capacity to invest in CMHC-insured multi-unit<br>residential ("MUR") term mortgages originated by partners who are well-established leaders in the Canadian MUR mortgage industry.
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Digital Banking US

· US Digital Banking operations net income was $2.0 million compared with $465,000 for the fourth quarter<br>of last year and $437,000 for the third quarter of 2025.  The sequential increase was primarily attributable to the strong growth<br>in the RPP portfolio. US Digital Banking operations include expenses that are being incurred ahead of asset growth and revenue generated<br>by the ramp up of the US RPP portfolio.

Digital Meteor

· Digital Meteor’s net income was $94,000 compared with net income of $98,000 for the fourth quarter<br>of last year and a net income of $23,000 for the third quarter of 2025;
· The Bank started an internal pilot program in the United States for its USDVBs, the US-dollar<br>version of its proprietary Real Bank Deposit Tokens™ (“RBDTs”™);
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· The Bank commenced a refresh of its previously completed pilot program for its CADVBs, the Canadian-dollar<br>version of its proprietary RBDTs™; and,
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· With the passage of the Federal Budget in Canada in November, VersaBank initiated collaborations with<br>third-party stablecoin issuers on national bank-based, SOC2 Type 1-certified custody solutions that are consistent with<br>the government's planned regulation for stablecoins in Canada.
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DRTC’s Cybersecurity Services Operations

· DRTC’s net loss was $17,000 compared with a net loss of $78,000 for the fourth quarter of last year<br>and a net loss of $398,000 for the third quarter of 2025.

Highlightsfor the full Fiscal 2025 YEAR

Consolidated (Canadian and US Digital BankingOperations, Digital Meteor and DRTC)

· Total assets increased 20% year-over-year to a record $5.8 billion, with the increase driven primarily<br>by growth of the Digital Banking operations’ credit portfolios, in particular, the RPP portfolio, in both the US and Canada;
· Consolidated total revenue increased 12% year-over-year to a record $124.6 million, with the year-over-year<br>increase primarily due to the continued growth in credit assets, which were up 20% year-over-year;
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· Consolidated net income was $28.5 million compared with $39.7 million last year.  Consolidated<br>net income for the fiscal 2025 year included $9.9 million (before tax) of non-interest expenses primarily related to the one-time costs<br>associated with the Reorganization, as well as higher than typical tax provision attributable to various one-time tax expense adjustments;
--- ---
· Consolidated adjusted net income was $36.9 million, a year-over-year decrease of 7%;
--- ---
· Consolidated income per common share was $0.90 compared with $1.49 last year.  In addition to<br>the impact for the items noted above, the decrease compared to fiscal 2024 was due to the 25% higher number of shares outstanding following<br>the treasury common share offering in December 2024;
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· Consolidated adjusted income per common share was $1.17 compared with $1.49; and,
--- ---
· As at October 31, 2025, the Bank has purchased and cancelled 573,251 common shares under its Normal Course<br>Issuer Bid (“NCIB”), under which the Bank may purchase for cancellation up to 2,000,000 of its common shares representing<br>approximately 8.99% of its public float (as of April 28, 2025).
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6

Digital Banking (Combined Canada and US)

· Total Digital Banking operations (combined Canada and US) credit assets increased 20% year-over-year to<br>a record $5.07 billion, driven primarily by continued growth in the Bank’s RPP portfolio, which increased 22% year-over-year;
· Total Digital Banking operations total revenue increased 13% year-over-year to a record $116.6 million,<br>with the increase primarily due to the continued growth in credit assets;
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· Total Digital Banking operations net interest margin on credit assets<br>was unchanged year-over-year at 2.52%.;
--- ---
· Total Digital Banking operations overall net interest margin decreased<br>9 bps, or 4%, year-over-year, to 2.18%. The decrease in NIM was primarily attributable to periods of higher than typical liquidity held<br>by the Bank over the course of fiscal 2025 to support anticipated ongoing RPP growth in the US, offset partially by lower cost of funds.  The<br>Bank’s net interest margin remained among the highest of the publicly traded Canadian Schedule I (federally licensed) banks;
--- ---
· Total Digital Banking operations provision for credit losses as a percentage of average credit assets<br>remained negligible at 0.09%, compared with a 12-quarter average of 0.04%, which remains among the lowest of the publicly traded Canadian<br>Schedule I (federally licensed) banks;
--- ---
· Total Digital Banking operations net income was $30.3 million compared with $39.6 million last year. Net<br>income for fiscal 2025 included $9.9 million (before tax) of non-interest expenses primarily related to the one-time costs associated<br>with the Bank’s Reorganization, as well as higher than typical tax provision attributable to various one-time tax expense adjustments;
--- ---
· Total Digital Banking operations income per common share was $0.96 compared with $1.48 for last year.
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Digital Banking Canada

Note:  The financial results for Digital Banking Canada contain certain non-interest expenses for general corporate administrative costs.

· Canadian Digital Banking operations net income was $27.6 million compared with $39.1 million last year.<br>Net income for fiscal 2025 included $9.9 million (before tax) of non-interest expenses primarily related to the Bank’s Reorganization<br>and one-time tax expense adjustments;
· Canadian Digital Banking operations net income per common share was $0.87 compared with $1.47 last year.<br>In addition to the impact of the Reorganization and higher than typical tax provision attributable to various one-time tax expense adjustments,<br>the decrease compared to the third quarter of fiscal 2024 was due to the 25% higher number of shares outstanding following the treasury<br>common share offering in December 2024.
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Digital Banking US

· US Digital Banking operations net income was $2.7 million compared with $465,000 for last year.  The<br>increase was primarily attributable to the strong growth in the RPP portfolio. US Digital Banking operations include expenses that are<br>being incurred ahead of asset growth and revenue generated by the ramp up of the US RPP portfolio.

Digital Meteor

· Digital Meteor’s net loss was $2,000 compared with net income of $254,000 for last year.

DRTC’s Cybersecurity Services Operations

· DRTC’s net loss was $1.8 million compared with a net loss of $67,000 for last year.

Reorganization (previously referred to as theProposed Corporate Realignment)

In May 2025, the Bank announced its intention, subject to the approval of VersaBank’s shareholders, the U.S. Federal Reserve, the Office of the Superintendent of Financial Institutions (Canada) (“OSFI”), the Minister of Finance (Canada), the Toronto Stock Exchange (“TSX”), the Nasdaq Global Select Market (“Nasdaq”), and other applicable approvals, to implement a series of transactions that would result in, among other things, a new entity (the “Parent”), a newly incorporated Delaware corporation, succeeding VersaBank as the publicly traded entity in which existing shareholders hold their equity interests, thereby domesticating that public company as a U.S. reporting issuer incorporated in Delaware (the “Reorganization”). Under the proposed terms of the Reorganization, among other things, VersaBank will adopt an amendment to its by-laws and effect certain transactions to exchange all of its outstanding common shares for shares of the Parent (the “Share Exchange”). Following the Share Exchange, VersaBank will sell all of its shares of VersaHoldings US Corp. and DRTC to the Parent in exchange for a promissory note equal to the aggregate fair market value of those shares (the “Parent Note”), which will subsequently be distributed to the Parent as a return of capital.

7

FINANCIAL SUMMARY

(unaudited) for the year ended
October 31 October 31 October 31
(CDN thousands except per share amounts) 2024 2025 2024
Results of operations
$ 73,238 $ 295,680 $ 285,419
24,901 116,168 102,655
2,384 8,473 8,978
27,285 124,641 111,633
(156) 4,413 (268)
19,365 78,735 57,108
Digital banking 17,119 68,243 49,046
DRTC 2,391 9,683 8,533
Digital Meteor 196 2,208 888
5,516 28,458 39,748
5,516 36,891 39,748
Basic $ 0.20 $ 0.90 $ 1.49
Diluted $ 0.20 $ 0.90 $ 1.49
$ 0.20 $ 1.17 $ 1.49
$ 247 $ - $ 988
$ 650 $ 3,235 $ 2,600
6.23% 5.55% 6.31%
4.11% 3.37% 4.04%
2.12% 2.18% 2.27%
2.34% 2.52% 2.52%
5.28% 6.11% 10.16%
5.28% 7.85% 10.16%
$ 15.35 $ 16.67 $ 15.35
71% 63% 51%
71% 55% 51%
0.45% 0.53% 0.86%
(0.01%) 0.09% (0.01%)
Balance Sheet Summary
$ 225,254 $ 581,710 $ 225,254
299,300 80,923 299,300
4,236,116 5,066,378 4,236,116
4,142,783 4,651,247 4,043,260
4,838,484 5,808,475 4,838,484
4,144,673 4,860,863 4,144,673
102,503 103,516 102,503
399,203 532,673 399,203
Capital ratios**
$ 3,323,595 $ 3,943,657 $ 3,323,595
373,503 509,650 373,503
481,176 619,890 481,176
11.24% 12.92% 11.24%
11.24% 12.92% 11.24%
14.48% 15.72% 14.48%
7.38% 8.47% 7.38%

All values are in US Dollars.

* See definition under ‘Non-GAAP and Other Financial Measures’ in the 2025 Annual Management’s Discussion and Analysis.

** Capital management and leverage measures are in accordance with OSFI's Capital Adequacy Requirements and Basel III Accord.

8

This news release is intended to be read in conjunction with the Bank’s 2025 annual audited Consolidated Financial Statements and MD&A, which are available on VersaBank’s website at www.versabank.com, SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov/edgar.

Conference Call

VersaBank will host a conference call and webcast today, Wednesday, December 10, 2025, at 9:00 a.m. (ET) to discuss its fourth quarter results, featuring a presentation by David Taylor, President & CEO and John Asma, CFO, followed by a question-and-answer period. To join the conference call by telephone without operator assistance, you may register and enter your phone number in advance at: https://emportal.ink/480WpuV to receive an instant automated call back.  Alternatively, you may also dial direct and be entered into the call by an Operator at:  1-416-945-7677 or 1-888-699-1199 (toll free).

For those preferring to listen to the presentation via the Internet, a live webcast will be available at https://app.webinar.net/k3oyjD7RKPQ or on the Bank's web site at: https://www.versabank.com/investor-relations/events-presentations/.  The slide presentation management will use during the conference call/webcast will be available on the Bank's web site at: https://www.versabank.com/investor-relations/financial-results/.

The archived webcast presentation will be available for 90 days following the live event at https://app.webinar.net/k3oyjD7RKPQ and on the Bank's web site at: https://www.versabank.com/investor-relations/events-presentations/.  Replay of the teleconference will be available until January 10, 2026 by calling 289-819-1450 or 1-888-660-6345 (toll free) and the passcode is: 70234#

About VersaBank

VersaBank is a North American bank with a difference.  Federally chartered in both Canada and the US, VersaBank has a branchless, digital, business-to-business model based on its proprietary state-of-the-art technology that enables it to profitably address underserved segments of the banking industry in a significantly risk mitigated manner. Because VersaBank obtains substantially all of its deposits and undertakes the majority of its funding activities electronically through financial intermediary partners, it benefits from significant operating leverage that drives efficiency and return on common equity.  In August 2024, VersaBank launched its unique Receivable Purchase Program funding solution for point-of-sale finance companies, which has been highly successful in Canada for over 15 years, to the underserved multi-trillion-dollar US market.  VersaBank also owns Minnesota-based DRT Cyber Inc., a North America leader in the provision of cyber security services to address the rapidly growing volume of cyber threats challenging financial institutions, multi-national corporations and government entities.  Through its wholly owned subsidiary, DBG Inc., VersaBank owns proprietary intellectual property and technology to enable the next generation of digital assets for the banking and financial community, including the Bank’s revolutionary and proprietary Real Bank Deposit Tokens™).

VersaBank’s Common Shares trade on the Toronto Stock Exchange and NASDAQ under the symbol VBNK.

9

Forward-Looking Statements

This press release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws (“forward-looking statements”) including statements regarding the ability to obtain shareholder, regulatory and other approvals of the Reorganization; the expected realization of additional shareholder value, the simplification of the regulatory structure and the reduction of costs as a result of the Reorganization; the key elements of the Reorganization; the ability to obtain inclusion on stock indices, including the Russell 2000; the ability to continue to grow the US Receive Purchase Program; the ability to expand our net interest margin; and the ability to continue to grow the CMHC residential construction loan program. Forward-looking statements of this type are included in this document and may be included in other filings and with Canadian securities regulators or the US Securities and Exchange Commission, or in other communications. All such statements are made pursuant to the “safe harbor” provisions of, and are intended to be forward-looking statements under, the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation. The statements in this press release that relate to the future are forward-looking statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, many of which are out of VersaBank’s control. Risks exist that predictions, forecasts, projections and other forward-looking statements will not be achieved. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include, but are not limited to, the strength of the Canadian and US economies in general and the strength of the local economies within Canada and the US in which VersaBank conducts operations; the effects of changes in monetary and fiscal policy, including changes in interest rate policies of the Bank of Canada and the US Federal Reserve; global commodity prices; the effects of competition in the markets in which VersaBank operates; changes in trade laws and tariffs; inflation; capital market fluctuations; the timely development and introduction of new products in receptive markets; the impact of changes in the laws and regulations pertaining to financial services; changes in tax laws; technological changes; unexpected judicial or regulatory proceedings; unexpected changes in consumer spending and savings habits; the impact of wars or conflicts and the impact of both on global supply chains and markets; the impact of outbreaks of disease or illness that affect local, national or international economies; the possible effects on our business of terrorist activities; natural disasters and disruptions to public infrastructure, such as transportation, communications, power or water supply; and VersaBank’s anticipation of and success in managing the risks implicated by the foregoing.

Completion of VersaBank’s plan to realign its corporate structure to a standard US bank framework is subject to numerous factors, many of which are beyond the Bank’s control, including but not limited to, the failure to obtain required shareholder, regulatory and other approvals, and other important factors disclosed previously and from time to time in the Bank’s filings with the SEC and the securities commissions or similar securities regulatory authorities in each of the provinces or territories of Canada.

The foregoing list of important factors is not exhaustive. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The forward-looking information contained in the management’s discussion and analysis is presented to assist VersaBank shareholders and others in understanding VersaBank’s financial position and may not be appropriate for any other purposes.

For a detailed discussion of certain key factors that may affect VersaBank’s future results, please see VersaBank’s annual MD&A for the year ended October 31, 2025. Except as required by securities law, VersaBank does not undertake to update any forward-looking statement that is contained in this press release or made from time to time by VersaBank or on its behalf.

FOR FURTHER INFORMATION, PLEASE CONTACT:

LodeRock Advisors<br><br> <br><br><br> <br>Lawrence Chamberlain<br><br> <br><br><br> <br>(416) 519-4196<br><br> <br><br><br> <br>[email protected]

Visit our website at:  www.versabank.com

Follow VersaBank on Facebook, Instagram, LinkedIn and X.

10

Exhibit 99.2

For ImmediateRelease: December 10, 2025

Attention: BusinessEditors

VERSABANK DECLARES DIVIDENDS

LONDON, ON/CNW

  • VersaBank (the “Bank”) (TSX: VBNK; NASDAQ: VBNK) today announced that cash dividends in the amount of CAD $0.025 per Common Share of the Bank have been declared for the quarter ending January 31, 2026, payable as of January 31, 2026, to shareholders of record at the close of business on January 9, 2026.

The dividends to which this notice relates are eligible dividends for tax purposes.

About VersaBank

VersaBank is a North American bank with a difference. Federally chartered in both Canada and the US, VersaBank has a branchless, digital, business-to-business model based on its proprietary state-of-the-art technology that enables it to profitably address underserved segments of the banking industry in a significantly risk mitigated manner. Because VersaBank obtains substantially all of its deposits and undertakes the majority of its funding electronically through financial intermediary partners, it benefits from significant operating leverage that drives efficiency and return on common equity. In August 2024, VersaBank launched its unique Receivable Purchase Program funding solution for point-of-sale finance companies, which has been highly successful in Canada for nearly 15 years, to the underserved multi-trillion-dollar US market. VersaBank also owns Minneapolis-based DRT Cyber Inc., a North American leader in the provision of cyber security services to address the rapidly growing volume of cyber threats challenging financial institutions, multi-national corporations and government entities. Through DRT Cyber Inc., VersaBank owns proprietary intellectual property and technology to enable the next generation of digital assets for the banking and financial community, including the Bank’s revolutionary tokenized deposits.

VersaBank’s Common Shares trade on the Toronto Stock Exchange and NASDAQ under the symbol VBNK.

FOR FURTHER INFORMATION, PLEASE CONTACT:

LodeRock Advisors

Lawrence Chamberlain

(416) 519-4196

[email protected]

Visit our website at: www.versabank.com

Follow VersaBank on Facebook, Instagram, LinkedIn and X (formerly Twitter)

Exhibit 99.3

FORM 52-109F1

CERTIFICATION OF ANNUAL FILINGS

FULL CERTIFICATE

I, Susan McGovern, Interim Chief Executive Officer of VersaBank, certify the following:

1. Review: I have reviewed the AIF, if any, annual financial<br>statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in<br>the AIF (together, the “annual filings”) of VersaBank (the “issuer”) for the financial year ended October 31,<br>2025.
2. No misrepresentations: Based on my knowledge, having exercised<br>reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required<br>to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period<br>covered by the annual filings.
--- ---
3. Fair presentation: Based on my knowledge, having exercised<br>reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly<br>present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for<br>the periods presented in the annual filings.
--- ---
4. Responsibility: The issuer’s other certifying officer(s)<br>and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial<br>reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual andInterim Filings, for the issuer.
--- ---
5. Design: Subject to the limitations, if any, described in paragraphs<br>5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end
--- ---
(a) designed DC&P, or caused it to be designed under our supervision, to<br>provide reasonable assurance that
--- ---
(i) material information relating to the issuer is made known to us by others,<br>particularly during the period in which the annual filings are being prepared; and
--- ---
(ii) information required to be disclosed by the issuer in its annual filings,<br>interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported<br>within the time periods specified in securities legislation; and
--- ---
(b) designed ICFR, or caused it to be designed under our supervision, to provide<br>reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes<br>in accordance with the issuer’s GAAP.
--- ---
5.1 Control framework: The control framework the issuer’s<br>other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework, issued<br>by the Committee of Sponsoring Organizations of the Treadway Commission.
--- ---
5.2 N/A
--- ---
5.3 N/A
--- ---
6. Evaluation: The issuer’s other certifying officer(s)<br>and I have
--- ---
(a) evaluated, or caused to be evaluated under our supervision, the effectiveness<br>of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the<br>effectiveness of DC&P at the financial year end based on that evaluation; and
--- ---
(b) evaluated, or caused to be evaluated under our supervision, the effectiveness<br>of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A
--- ---
(i) our conclusions about the effectiveness of ICFR at the financial year end<br>based on that evaluation; and
--- ---
(ii) N/A
--- ---
7. Reporting changes in ICFR: The issuer has disclosed in its<br>annual MD&A any change in the issuer’s ICFR that occurred during the period beginning August 1, 2025 and ended on October 31,<br>2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
--- ---
8. Reporting to the issuer’s auditors and board of directors oraudit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR,<br>to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management<br>or other employees who have a significant role in the issuer’s ICFR.
--- ---
Date: December 10, 2025
--- ---
/s/ Susan McGovern
---
Susan McGovern
Interim Chief Executive Officer

Exhibit 99.4

FORM 52-109F1

CERTIFICATIONOF ANNUAL FILINGS

FULL CERTIFICATE

I, John Asma, Chief Financial Officer of VersaBank, certify the following:

1. Review:<br> I have reviewed the AIF, if any, annual financial statements and annual MD&A, including,<br> for greater certainty, all documents and information that are incorporated by reference in<br> the AIF (together, the “annual filings”) of VersaBank (the “issuer”)<br> for the financial year ended October 31, 2025.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence,<br> the annual filings do not contain any untrue statement of a material fact or omit to state<br> a material fact required to be stated or that is necessary to make a statement not misleading<br> in light of the circumstances under which it was made, for the period covered by the annual<br> filings.
--- ---
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual<br> financial statements together with the other financial information included in the annual<br> filings fairly present in all material respects the financial condition, results of operations<br> and cash flows of the issuer, as of the date of and for the periods presented in the annual<br> filings.
--- ---
4. Responsibility:<br> The issuer’s other certifying officer(s) and I are responsible for establishing and<br> maintaining disclosure controls and procedures (DC&P) and internal control over financial<br> reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
--- ---
5. Design:<br> Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s<br> other certifying officer(s) and I have, as at the financial year end
--- ---
(a) designed<br> DC&P, or caused it to be designed under our supervision, to provide reasonable assurance<br> that
--- ---
(i) material<br> information relating to the issuer is made known to us by others, particularly during the<br> period in which the annual filings are being prepared; and
--- ---
(ii) information<br> required to be disclosed by the issuer in its annual filings, interim filings or other reports<br> filed or submitted by it under securities legislation is recorded, processed, summarized<br> and reported within the time periods specified in securities legislation; and
--- ---
(b) designed<br> ICFR, or caused it to be designed under our supervision, to provide reasonable assurance<br> regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with the issuer’s GAAP.
--- ---
5.1 Control framework: The control framework the issuer’s other certifying officer(s) and<br> I used to design the issuer’s ICFR is Internal Control – Integrated Framework,<br> issued by the Committee of Sponsoring Organizations of the Treadway Commission.
--- ---
6.1
---
5.2 N/A
--- ---
5.3 N/A
--- ---
6. Evaluation: The issuer’s other certifying officer(s) and I have
--- ---
(a) evaluated,<br> or caused to be evaluated under our supervision, the effectiveness of the issuer’s<br> DC&P at the financial year end and the issuer has disclosed in its annual MD&A our<br> conclusions about the effectiveness of DC&P at the financial year end based on that evaluation;<br> and
--- ---
(b) evaluated,<br> or caused to be evaluated under our supervision, the effectiveness of the issuer’s<br> ICFR at the financial year end and the issuer has disclosed in its annual MD&A
--- ---
(i) our<br> conclusions about the effectiveness of ICFR at the financial year end based on that evaluation;<br> and
--- ---
(ii) N/A
--- ---
7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the<br> issuer’s ICFR that occurred during the period beginning August 1, 2025 and ended on<br> October 31, 2025 that has materially affected, or is reasonably likely to materially affect,<br> the issuer’s ICFR.
--- ---
8. Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s<br> other certifying officer(s) and I have disclosed, based on our most recent evaluation of<br> ICFR, to the issuer’s auditors, and the board of directors or the audit committee of<br> the board of directors any fraud that involves management or other employees who have a significant<br> role in the issuer’s ICFR.
--- ---
Date: December 10, 2025
--- ---
/s/ John Asma
---
John Asma
Interim Chief Financial<br> Officer

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