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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the year ended December 31, ~~2022~~2023.

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________.

Commission file number: 001-40609

1895 BANCORP OF WISCONSIN, INC.

(Exact name of registrant as specified in its charter)


Maryland	61-1993378
(State or other jurisdiction of incorporation or organization)	(I.R.S Employer Identification No.)

7001 West Edgerton Avenue Greenfield, Wisconsin	53220
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (414) 421-8200

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

     Common stock, par value $0.01 per share

     BCOW

     The NASDAQ Stock Market, LLC

     (Title of each class)

     (Trading Symbol)

     (Name of each exchange on which
registered)

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

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ~~YES~~Yes ☐ NONo ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ~~YES~~Yes ☐ NONo ☒

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 filing requirements for the past 90 days. ~~YES~~Yes ☒ NONo ☐

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~~Yes ☒ NONo ☐

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). ~~YES~~Yes ☐ NONo ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of December 31, ~~2022~~2023, computed by reference to the last sale price on June 30, ~~2022~~2023, as reported by the NASDAQ Capital Market, was approximately $5539.13 million.

As of March 20, ~~2023~~2024, there were 6,~~221~~044,~~930~~196 issued shares and 6,~~191~~014,~~867~~678 outstanding shares of the Registrant’s Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Proxy Statement for the ~~2023~~2024 Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K.

TABLE OF CONTENTS

Item Number		Page Number
PART I
1.	Business	4
1A.	Risk Factors	28
1B.	Unresolved Staff Comments	38
2.	Properties	38
1C.	Cybersecurity	39
3.	Legal Proceedings	39
2.	Properties	40
4.	Mine Safety Disclosures	39
3.	Legal Proceedings	40
4.	Mine Safety Disclosures	40
PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3941
6.	[RESERVED]	3941
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3941
7A.	Quantitative and Qualitative Disclosures About Market Risk	5052
8.	Financial Statements and Supplementary Data	5052
9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	5052
9A.	Controls and Procedures	5052
9B.	Other Information	5052
9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	5052
PART III
10.	Directors, Executive Officers and Corporate Governance	5153
11.	Executive Compensation	5153
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	5153
13.	Certain Relationships and Related Transactions, and Director Independence	5153
14.	Principal Accountant Fees and Services	5253
PART IV
15.	Exhibits and Financial Statement Schedules	5254
16.	Form 10-K Summary	5456
	Consolidated Financial Statements	F-2

EXPLANATORY NOTE

1895 Bancorp of Wisconsin, Inc., a Maryland corporation (the “Company,” “we” or “our”), was formed to serve as the stock holding company for PyraMax Bank, FSB (“PyraMax Bank”) as part of the mutual-to-stock conversion of 1895 Bancorp of Wisconsin, MHC (the “MHC”). Upon completion of the conversion, which occurred on July 14, 2021, the MHC and 1895 Bancorp of Wisconsin, Inc., a federal corporation (“Old 1895 Bancorp”), ceased to exist and the Company became the successor corporation to Old 1895 Bancorp. The conversion was accomplished by the merger of the MHC with and into Old 1895 Bancorp, followed by the merger of Old 1895 Bancorp with and into the Company. On July 14, 2021, public stockholders of Old 1895 Bancorp received 1.3163 shares of the Company’s common stock in exchange for each of their shares of Old 1895 Bancorp. Prior to the completion of the conversion on July 14, 2021, the Company had no assets or liabilities and had not conducted any business activities other than organizational activities.

PART I

ITEM 1. Business

FORWARD-LOOKING STATEMENTS

This Annual 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 quality of our loan and investment portfolios; and

•

estimates of our risks and future costs and benefits.

These forward-looking statements are based on current beliefs and expectations of our management 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:

•

our ability to maintain liquidity, primarily through deposits, in light of recent events in the banking industry;

•

general economic conditions, either nationally or in our market areas, that 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 ~~loan~~ credit losses;

•

inflation and changes in the interest rate environment that reduce our margins and yields, our mortgage banking revenues, the fair value of financial instruments, including our mortgage servicing rights asset, or our level of loan originations, or increase the level of defaults, losses and prepayments on loans we have made and make;

•

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

•

our ability to access cost-effective funding;

•

fluctuations in real estate values and both residential and commercial real estate market conditions;

•

demand for loans and deposits in our market area;

•

our ability to implement and change our business strategies;

•

competition among depository and other financial institutions;

•

adverse changes in the securities or secondary mortgage 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 security systems or infrastructure, including cyberattacks;

•

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

•

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

•

changes in consumer spending, borrowing and savings habits;

•

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board, including the effects of our adoption of the Current Expected Credit Loss (“CECL”) accounting standard, which we implemented on January 1, 2023;

•

our ability to retain key employees;

•

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

•

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

•

the outbreak of COVID-19 and the emergence of new variants and government actions taken in response to the pandemic, which may, among other effects, adversely impact supply chains and the industries in which our customers operate and impair their ability to fulfill their financial obligations to us and affect demand for our products and services.

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. See “Risk Factors.” Except as required by applicable law or regulation, we do not undertake, and we specifically disclaim any obligation, to release publicly the results of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events. Accordingly, you should not place undue reliance on forward-looking statements.

BUSINESS OF 1895 BANCORP OF WISCONSIN, INC.

The Company was formed to serve as the stock holding company for PyraMax Bank as part of the mutual-to-stock conversion of 1895 Bancorp of Wisconsin, MHC. Upon completion of the conversion, which occurred on July 14, 2021, the MHC and Old 1895 Bancorp, a federal corporation, ceased to exist and the Company became the successor corporation to Old 1895 Bancorp. The conversion was accomplished by the merger of the MHC with and into Old 1895 Bancorp, followed by the merger of Old 1895 Bancorp with and into the Company. The shares of the Company’s common stock that were offered for sale in connection with the conversion represented the majority ownership interest in Old 1895 Bancorp owned by the MHC. Additionally, on July 14, 2021, public stockholders of Old 1895 Bancorp received 1.3163 shares of the Company’s common stock in exchange for each of their shares of Old 1895 Bancorp. The shares of Old 1895 Bancorp common stock owned by the MHC were canceled at that time. The conversion and offering were completed on July 14, 2021, and the Company was organized as a fully public stock holding company, with 100% of the common stock being held by the public. As of December 31, ~~2022~~2023, the Company had 6,~~206~~084,~~105~~665 shares of common stock outstanding. Prior to the completion of the conversion on July 14, 2021, the Company had no assets or liabilities and had not conducted any business activities other than organizational activities.

The MHC and Old 1895 Bancorp were incorporated under federal law on January 8, 2019 as part of the mutual holding company reorganization of PyraMax Bank, for the purpose of becoming the savings and loan holding company of PyraMax Bank.

The Company’s common stock is traded on the Nasdaq Capital Market under the trading symbol “BCOW.”

The Company is authorized to pursue business activities permitted by applicable laws and regulations, which may include the acquisition of banking and financial services companies. See “Supervision and Regulation – Holding Company Regulation” for a discussion of the activities that are permitted for savings and loan holding companies. We currently have no understandings or agreements to acquire other financial institutions, although we may determine to do so in the future. We may also borrow funds for reinvestment in PyraMax Bank.

Our cash flow depends on earnings from the investment of the net proceeds we retained from our initial public stock offering in January 2019 and our conversion and stock offering in July 2021, and any dividends we receive from PyraMax Bank. ~~We neither own nor lease any property, but pay a fee to PyraMax Bank for the use of its premises, equipment and furniture.~~ At the present time, we employ only persons who are officers of PyraMax Bank who also serve as officers of the Company. We use the support staff of PyraMax Bank from time to time and pay a fee to PyraMax Bank for the time devoted to the Company by employees of PyraMax Bank. However, these persons are not separately compensated by the Company. The Company may hire additional employees, as appropriate, to the extent it expands its business in the future.

BUSINESS OF PYRAMAX BANK, FSB

General

PyraMax Bank is a stock savings bank headquartered in Greenfield, Wisconsin. PyraMax Bank was established in 1895 as South Milwaukee Savings and Loan Association and has operated continuously in the Milwaukee metropolitan area since that time. In 1993, the bank changed its name to South Milwaukee Savings Bank, S.A. In May 2000, a merger between South Milwaukee Savings Bank and Mitchell Savings Bank officially formed PyraMax Bank, SSB. The bank changed to a federal savings bank charter in 2003, changing its name to PyraMax Bank, FSB.

From our founding in 1895, we operated as a traditional thrift institution, offering primarily residential mortgage loans and savings accounts, supplemented with multi-family and commercial real estate loans. We Inconduct ~~2007,~~our ~~Richard~~operations ~~Hurd~~from ~~was~~our ~~promoted~~three tofull-service ~~Chief~~banking ~~Executive~~offices ~~Officer~~in ~~and~~Milwaukee ~~President~~County, ofour ~~PyraMax~~two ~~Bank. Mr. Hurd began shifting PyraMax Bank’s focus to include more business~~full-~~oriented~~service ~~products~~banking ~~and~~offices ~~services. David~~in ~~Ball~~Waukesha ~~was~~County ~~hired as President~~ and ~~Chief~~our ~~Operating~~full-service ~~Officer~~banking ~~effective~~office ~~February 2021 and was promoted to President and Chief Executive Officer~~ in ~~October~~Ozaukee ~~2022~~County, Wisconsin. In ~~this~~We ~~role~~consider heour ~~oversees~~primary ~~the~~lending ~~daily~~market ~~operations~~area ~~of PyraMax Bank and is responsible for the design and implementation of business strategies and setting comprehensive goals for profitability and growth. Mr. Hurd continues~~ to ~~serve~~be ~~the~~Milwaukee, ~~bank~~Waukesha ~~as Senior Vice President-Strategic Planning Officer~~ and ~~Director.~~Ozaukee ~~Effective October 1~~Counties, ~~2022~~however, ~~Monica~~we ~~Baker~~occasionally ~~was~~make ~~promoted~~loans tosecured ~~Executive~~by ~~Vice~~properties ~~President~~located ~~and~~outside ~~Chief~~of ~~Operating~~our ~~Officer~~primary ~~and~~lending ~~Steve~~market, ~~Klitzing~~usually ~~was promoted~~ to ~~Executive~~borrowers ~~Vice~~with ~~President~~whom ~~and~~we ~~Chief~~have ~~Financial~~an ~~Officer. In~~existing ~~November~~relationship ~~2022, Eric Hurd was appointed as Senior Vice President~~ and ~~Chief~~who ~~Lending~~have ~~Officer~~a ofpresence ~~PyraMax~~within ~~Bank following the transition of~~ our ~~prior~~primary ~~Chief Lending Officer to Senior Vice President of Commercial Lending~~market.

We conduct our operations from our three full-service banking offices in Milwaukee County, our two full-service banking offices in Waukesha County and our full-service banking office in Ozaukee County, Wisconsin. We consider our primary lending market area to be Milwaukee, Waukesha and Ozaukee Counties, however, we occasionally make loans secured by properties located outside of our primary lending market, usually to borrowers with whom we have an existing relationship and who have a presence within our primary market.

Our business consists primarily of taking deposits from the general public and investing those deposits, together with funds generated from operations, in one- to four-family residential real estate loans, commercial real estate loans (which includes non-owner occupied commercial real estate, multi-family, owner occupied commercial real estate and one- to four-family non-owner occupied loans), commercial loans (which includes commercial and industrial loans) and consumer loans. Commercial real estate growth has been the primary source of recent loan growth, and commercial business loan originations have also been emphasized. Our loan growth has occurred through organically originated loans as well as through the purchase of loan participations.

Subject to market conditions, we expect to continue our focus on originating and selectively purchasing participations in commercial real estate and commercial business loans in an effort to increase the overall yield earned on our loans, assist in managing interest rate risk and continue to further diversify our overall loan portfolio. We also invest in securities, which have historically consisted of mortgage-backed securities issued by U.S. government sponsored enterprises, U.S. treasury notes, state and municipal securities, asset-backed securities and corporate collateralized mortgage-backed securities. We offer a variety of deposit accounts, including checking accounts, savings accounts and certificate of deposit accounts. Additionally, we have used borrowings, primarily advances from the Federal Home Loan Bank of Chicago, to fund our operations.

Reflecting our focus on our community, in connection with the offering, in 2019, we established a charitable foundation called 1895 Bancorp of Wisconsin Community Foundation and funded it with $100,000 in cash and 48,767 shares of our common stock, for an aggregate contribution of $587,670 (based on the $10.00 per share offering price). The purpose of this foundation is to make contributions to support various charitable organizations operating in our community now and in the future.

PyraMax Bank has one subsidiary, PyraMax Insurance Services LLC, which offers a comprehensive set of insurance and risk management products for personal and business needs.

Our website address is www.pyramaxbank.com. Information on this website should not be considered a part of this report.

Market Area

We conduct our operations from our three full-service banking offices in Milwaukee County, Wisconsin, our two full-service banking offices in Waukesha County, Wisconsin and our full-service banking office in Ozaukee County, Wisconsin. We consider our primary lending market area to be southeastern Wisconsin, however, we occasionally make loans secured by properties located outside of our primary lending market, usually to borrowers with whom we have an existing relationship and who have a presence within our primary market.

Milwaukee County is primarily an urban community, with a median household income of $59,319 (in 2022 dollars) from 2018 to 2022. Milwaukee County had an estimated population of 918,661 in 2022, the most recent year for which information is available. Milwaukee County contains a diverse cross section of employment sectors, with a mix of services, manufacturing, wholesale/retail trade, federal and local government, health care facilities and finance-related employment. Our Milwaukee County banking offices are located in more suburban areas, but are still in proximity to downtown Milwaukee.

Waukesha County is primarily a suburban community, with a median household income of $101,639 (in 2022 dollars) from 2018 to 2022. Waukesha County had an estimated population of 410,434 in 2022, the most recent year for which information is

~~outside~~available. ofWaukesha ~~our~~County ~~primary~~has ~~lending~~a ~~market~~diversified economy, ~~usually~~including tonumerous ~~borrowers~~educational ~~with~~institutions ~~whom we have an existing relationship~~ and ~~who have~~ a ~~presence~~wide-ranging ~~within~~hospitality ~~our primary market~~industry.

~~Milwaukee~~Ozaukee County is primarily ana ~~urban~~suburban community, with a median household income of $5492,~~793~~253 (in ~~2021~~2022 dollars) from ~~2017~~2018 to ~~2021~~2022. ~~Milwaukee~~Ozaukee County had an estimated population of ~~928~~93,~~059~~009 in ~~2021~~2022, the most recent year for which information is available. ~~Milwaukee~~ Ozaukee County’s ~~contains~~economy aincludes ~~diverse cross section of employment sectors, with a mix of services,~~ manufacturing, ~~wholesale/retail trade~~agricultural, ~~federal and local government~~healthcare, ~~health~~governmental ~~care facilities~~ and ~~finance-related~~trade ~~employment~~sectors. ~~Our~~ ~~Milwaukee County banking offices are located in more suburban areas, but are still in proximity to downtown Milwaukee.~~

Waukesha County is primarily a suburban community, with a median household income of $94,310 (in 2021 dollars) from 2017 to 2021. Waukesha County had an estimated population of 408,756 in 2021, the most recent year for which information is available. Waukesha County has a diversified economy, including numerous educational institutions and a wide-ranging hospitality industry.

Ozaukee County is primarily a suburban community, with a median household income of $86,915 (in 2021 dollars) from 2017 to 2021. Ozaukee County had an estimated population of 92,497 in 2021, the most recent year for which information is available. Ozaukee County’s economy includes manufacturing, agricultural, healthcare, governmental and trade sectors.

PyraMax Bank works with the City of Milwaukee and neighborhood housing agencies to support home ownership in all markets in which we operate.

Competition

We face significant competition within our market both in making loans and attracting deposits. Our market area has a high concentration of financial institutions, including large money center and regional banks, community banks, fintech companies and credit unions. Some of our competitors offer products and services that we currently do not offer, such as trust services and private banking. Our competition for loans and deposits comes principally from commercial banks, savings institutions, mortgage banking firms, consumer finance companies and credit unions. We face additional competition for deposits from short-term money market funds, brokerage firms, mutual funds and insurance companies.

As of June 30, ~~2022~~2023 (the latest date for which information is available), our market share was 0.4246% of total deposits in FDIC-insured institutions in Milwaukee County, Wisconsin, making us the 15th largest out of 2627 banks in Milwaukee County. Our market share was 0.5164% of total deposits in FDIC-insured institutions in Waukesha County, Wisconsin, making us the ~~27th~~24th largest out of 3634 banks in Waukesha County. Our market share was 1.1807% of total deposits in FDIC-insured institutions in Ozaukee County, Wisconsin, making us the 13th largest out of 1514 banks in Ozaukee County.

Lending Activities

Our principal lending activity is in commercial real estate loans, one-to-four family residential real estate loans, commercial loans and consumer loans. Subject to market conditions and our asset-liability analysis, we expect to continue to increase our focus on commercial and commercial real estate loans, in an effort to grow and further diversify our overall loan portfolio and increase the overall yield earned on our loans. We compete by focusing on personalized service for consumers as well as businesses. Due to our structure, we are able to move quickly on client requests and are able to price competitively compared to our competitors. Our responsiveness has enabled us to grow and retain our customer base. Additionally, the Milwaukee market has demonstrated strong growth and diversity in the commercial segment. We believe that our focus on Milwaukee, Waukesha and Ozaukee Counties enables us to utilize a limited sales force for maximum results. Our reputation for strong credit underwriting has also allowed us to build a network of smaller banks that purchase participations of loans which exceed our legal lending limit. ~~Recently,~~We wealso ~~have~~purchase ~~also~~on ~~increased~~a ~~our~~selective ~~purchases~~and oflimited basis, loan participations from other local financial institutions.

Loan Portfolio Composition. The following table sets forth the composition of the loan portfolio at the dates indicated.

	2022						2021
	2023						2022
	Amount			Percent			Amount			Percent
	(Dollars in thousands)
Residential Real Estate Loans:
Commercial:
First mortgage	$	85,444			23.6	%	$	80,661			24.9	%
Real estate	$	231,893			58.3	%	$	210,858			58.3	%
Construction		3,248			0.9	%		3,388			1.0	%
Other		47,898			12.0	%		43,708			12.1	%
Commercial Loans:
Residential real estate:
Real estate		210,858			58.3	%		185,223			56.8	%
First mortgage		97,747			24.6	%		85,444			23.6	%
Land development		—			0.0	%		1,400			0.4	%
Construction		359			0.1	%		3,248			0.9	%
Other		43,708			12.1	%		38,160			11.7	%
Consumer:
Consumer Loans:
Home equity and lines of credit		19,683			5.0	%		18,590			5.1	%
Home equity and lines of credit		18,590			5.1	%		17,032			5.2	%
Other		134			—			99			—
Other		99			0.0	%		128			0.0	%
Subtotal		397,714			100.0	%		361,947			100.0	%
Total loans receivable	$	361,947			100.0	%	$	325,992			100.0	%
Net deferred loan costs		854						830
Net deferred loan fees	$	830					$	655
Allowance for credit losses for loans		(3,734	)					(3,203	)
Less: allowance for loan losses		(3,203	)					(2,858	)
Loans, net	$	394,834					$	359,574
Loans receivable, net	$	359,574					$	323,789

Loan Portfolio Maturities. The following table sets forth certain information at December 31, 2022 regarding the dollar amount of loan principal repayments becoming due during the period indicated. The table does not include any estimate of prepayments that may significantly shorten the average loan life and cause actual repayment experience to differ from that shown below. Demand loans, which are loans having no stated repayment schedule or no stated maturity, are reported as due in one year or less. 7

	At December 31, 2022
	ResidentialReal EstateLoans		CommercialLoans		ConsumerLoans		Total Loans
	(Dollars in thousands)
Amounts due in:
One year or less	$	3,077	$	33,682	$	4,796	$	41,555
More than one year through five years		12,329		148,541		12,252		173,122
More than five through fifteen years		32,668		69,282		1,075		103,025
More than fifteen years		40,618		3,061		566		44,245
Total	$	88,692	$	254,566	$	18,689	$	361,947

Loan Portfolio Maturities. The following table sets forth certain information at December 31, 2023 regarding the dollar amount of loan principal repayments becoming due during the period indicated. The table does not include any estimate of prepayments that may significantly shorten the average loan life and cause actual repayment experience to differ from that shown below. Demand loans, which are loans having no stated repayment schedule or no stated maturity, are reported as due in one year or less.


	Residential Real Estate Loans		Commercial Loans		Consumer Loans		Total Loans
	(Dollars in thousands)
Amounts due in:
One year or less	$	3,268	$	37,061	$	7,331	$	47,660
More than one year through five years		13,213		191,626		10,546		215,385
More than five through fifteen years		35,882		48,565		1,180		85,627
More than fifteen years		45,743		2,539		760		49,042
Total	$	98,106	$	279,791	$	19,817	$	397,714

Fixed vs. Adjustable Rate Loans

The following table sets forth the dollar amount of all loans at December 31, ~~2022~~2023 that are due after December 31, ~~2023~~2024 and have either fixed interest rates or floating or adjustable interest rates. The amounts shown below exclude unearned loan origination fees.

Fixed Rates

Floating or Adjustable Rates

Total

(Dollars in thousands)

Residential real estate loans

6865,~~369~~220

1729,~~246~~618

8594,~~615~~838

Commercial loans

~~158~~167,~~450~~519

6275,~~434~~211

~~220~~242,~~884~~730

Consumer loans

21,~~006~~512

1110,~~887~~974

1312,~~893~~486

Total

~~228~~234,~~825~~251

91115,~~567~~803

~~320~~350,~~392~~054

AsCommercial Real Estate Lending. Consistent with our strategy to grow our loan portfolio and increase our yield, we continue to be focused on increasing our commercial real estate loan portfolio through organic growth and the purchase of loan participations. At December 31, ~~2022~~2023, we had ~~extended~~$231.9 ~~credit~~million toin ~~three~~commercial ~~customers~~real ~~totaling~~estate ~~$17~~loans, representing 58.03% ~~million~~of ~~indexed~~our tototal ~~the~~loan ~~LIBOR~~portfolio. Of this aggregate amount, ofwe ~~which~~had $1373.09 million ~~was~~in ~~outstanding.~~non-owner ~~See~~occupied ~~“Risk~~non-residential ~~Factors~~real estate, $79.7 million in multi-family ~~Other~~residential ~~Risks~~real ~~Related~~estate, to$40.9 ~~Our~~million ~~Business~~in -owner Weoccupied ~~will~~non-residential bereal ~~required~~estate, to$6.2 ~~transition~~million ~~from~~in ~~the~~non-owner ~~use~~occupied ofresidential ~~the~~real ~~LIBOR~~estate ~~interest~~loans ~~rate~~and ~~index~~$31.2 million in ~~the~~commercial ~~future~~real estate construction loans.”

Our commercial real estate loans are generally secured by industrial buildings, warehouses, office buildings and other special purpose commercial properties, primarily in Milwaukee, Waukesha and Ozaukee Counties, Wisconsin. Our multi-family loans, which are classified as commercial real estate loans in the tabular presentation, are generally secured by properties consisting of five or more rental units in our market area. We also selectively purchase participations in commercial real estate loans from a limited number of local financial institutions. Such loans are independently underwritten by our credit department according to our policies.

Our commercial real estate loans generally have initial terms of five to ten years and amortization terms of 15 to 30 years, with a balloon payment at the end of the initial term, and may be fixed-rate or adjustable-rate loans. Our adjustable-rate commercial real estate loans are generally tied to a margin above the prime rate, applicable U.S. Treasury rate or SOFR rate. The maximum loan-to-value ratio of our commercial real estate loans is generally 80% of the lower of cost or appraised value of the property securing the loan. Generally, we require personal guarantees.

We originate a variety of adjustable-rate multi-family residential real estate loans with terms and amortization periods generally up to 30 years, which may include balloon loans. Interest rates and payments on our adjustable-rate loans adjust periodically and generally are indexed to the prime rate or the corresponding U.S. Treasury or SOFR rate, plus a margin. We generally include pre-payment penalties on fixed-rate multi-family residential real estate loans we originate.

At December 31, 2023, our largest commercial real estate borrowing relationships were each $10.0 million commitments for the construction of residential multi-family properties. At December 31, 2023, there were six such relationships. Two of these borrowers had not drawn on their available lines and the total outstanding balance of the remaining four relationships was $21.9 million. An additional $38.1 million remains available to draw on these loans. Each of these borrowing relationships is primarily collateralized by

~~Commercial~~mortgages ~~Real Estate Lending. Consistent with our strategy to grow our loan portfolio and increase our yield, we continue to be focused~~ on ~~increasing~~the ~~our~~properties ~~commercial~~as ~~real~~well ~~estate~~as ~~loan~~personal ~~portfolio through organic growth and the purchase of loan participations~~guaranties. AtThese ~~December 31, 2022, we had $210.9 million in commercial real estate~~ loans, ~~representing~~were ~~58.3%~~performing ~~of our total loan portfolio. Of this aggregate amount, we had $67.9 million~~ in ~~non-owner~~accordance ~~occupied~~with ~~non-residential~~their ~~real~~repayment ~~estate,~~terms ~~$75.5~~at ~~million~~December ~~in multi-family residential real estate~~31, ~~$36~~2023.2 ~~million in owner occupied non-residential real estate, $6.2 million in non-owner occupied residential real estate loans and $25.1 million in commercial real estate construction loans.~~

~~Our~~We consider a number of factors in originating commercial real estate loans. ~~are~~We ~~generally~~evaluate ~~secured~~the byqualifications ~~industrial~~and ~~buildings,~~financial ~~warehouses~~condition of the borrower, ~~office~~including ~~buildings~~project-level and ~~other~~global ~~special~~cash ~~purpose~~flows, ~~commercial~~credit ~~properties~~history, ~~primarily~~and inmanagement ~~Milwaukee~~expertise, ~~Waukesha~~as well as the value and ~~Ozaukee~~condition ~~Counties,~~of ~~Wisconsin~~the property securing the loan. ~~Our~~When ~~multi-family~~evaluating ~~loans~~the qualifications of the borrower, ~~which~~we ~~are~~consider ~~classified~~the asfinancial ~~commercial~~resources ~~real~~of ~~estate~~the ~~loans~~borrower, the borrower’s experience in owning or managing similar property and the ~~tabular~~borrower’s ~~presentation~~payment history with us and other financial institutions. In evaluating the property securing the loan, ~~are~~the ~~generally~~factors ~~secured~~we byconsider ~~properties~~include ~~consisting~~the net operating income of ~~five~~the ormortgaged ~~more~~property ~~rental~~before ~~units~~debt inservice ~~our~~and ~~market~~depreciation, ~~area~~the ratio of the loan amount to the appraised value of the mortgaged property and the debt service coverage ratio (the ratio of net operating income to debt service). We ~~also~~generally ~~purchase~~require ~~and~~a ~~participate~~debt inservice coverage ratio of at least 1.20x. All commercial real estate loans, ~~from~~with ~~other~~the ~~financial~~exception ~~institutions~~of owner-occupied real estate, of $500,000 or more are appraised by outside independent appraisers. ~~Such~~Personal ~~loans~~guarantees are ~~independently~~generally ~~underwritten~~obtained byfrom ~~our~~the ~~credit~~principals ~~department~~of ~~according~~commercial real estate loans. We require property and casualty insurance and flood insurance if the property is determined to ~~our~~be ~~policies~~in a flood zone area.

Our commercial real estate loans generally have initial terms of five to ten years and amortization terms of 15 to 30 years, with a balloon payment at the end of the initial term, and may be fixed-rate or adjustable-rate loans. Our adjustable-rate commercial real estate loans are generally tied to a margin above the prime rate or the applicable U.S. Treasury or SOFR rate. The maximum loan-to-value ratio of our commercial real estate loans is generally 80% of the lower of cost or appraised value of the property securing the loan. Generally, we require personal guarantees.

We originate a variety of adjustable-rate multi-family residential real estate loans with terms and amortization periods generally up to 30 years, which may include balloon loans. Interest rates and payments on our adjustable-rate loans adjust every five, seven or 10 years and generally are indexed to the prime rate or the corresponding U.S. Treasury or SOFR rate, plus a margin. We generally include pre-payment penalties on multi-family residential real estate loans we originate.

At December 31, 2022, our three largest commercial real estate borrowing relationships were each $10.0 million commitments for the construction of residential multi-family properties. At December 31, 2022, two of these borrowers had not drawn on their available lines and the outstanding balance of the third relationship was $3.9 million. Each of these borrowing relationships is primarily collateralized by mortgages on the properties. These loans were performing in accordance with their repayment terms at December 31, 2022.

We consider a number of factors in originating commercial real estate loans. We evaluate the qualifications and financial condition of the borrower, including project-level and global cash flows, credit history, and management expertise, as well as the value and condition of the property securing the loan. When evaluating the qualifications of the borrower, we consider the financial resources of the borrower, the borrower’s experience in owning or managing similar property and the borrower’s payment history with us and other financial institutions. In evaluating the property securing the loan, the factors we consider include the net operating income of the mortgaged property before debt service and depreciation, the ratio of the loan amount to the appraised value of the mortgaged property and the debt service coverage ratio (the ratio of net operating income to debt service). We generally require a debt service ratio of at least 1.20x. All commercial real estate loans, with the exception of owner-occupied real estate, of $500,000 or more are appraised by outside independent appraisers. Personal guarantees are generally obtained from the principals of commercial real estate loans. We require property and casualty insurance and flood insurance if the property is determined to be in a flood zone area.

In underwriting multi-family and non-owner occupied one- to four-family residential real estate loans, we consider a number of factors, which include the projected net cash flow to the loan’s debt service requirement (generally requiring a minimum debt service coverage ratio of 1.20x), the age and condition of the collateral, the financial resources and income level of the borrower and the borrower’s experience in owning or managing similar properties. Multi-family residential real estate loans are generally originated in amounts up to 80% of the appraised value or the purchase price of the property securing the loan, whichever is lower. When circumstances warrant, guarantees are obtained from multi-family and one-to four-family residential real estate customers. In addition, the borrower’s and guarantor’s financial information on such loans is monitored on an ongoing basis by requiring periodic financial statement updates. The vast majority of the tenants occupying our financed multi-family properties continue to pay rent.

Commercial real estate loans entail greater credit risks compared to one- to four-family residential real estate loans because they typically involve larger loan balances concentrated with single borrowers or groups of related borrowers. In addition, the payment of loans secured by income-producing properties typically depends on the successful operation of the property, as repayment of the loan generally is dependent, in large part, on sufficient income from the property to cover operating expenses and debt service. Changes in economic conditions that are not in the control of the borrower or lender could affect the value of the collateral for the loan or the future cash flow of the property. Additionally, any decline in real estate values may be more pronounced for commercial real estate than residential properties. If we foreclose on a commercial real estate loan, the marketing and liquidation period to convert the real estate asset to cash can be a lengthy process with substantial holding costs. In addition, vacancies, deferred maintenance, repairs and market stigma can result in prospective buyers expecting sale price concessions to offset their real or perceived economic losses for the time it takes them to return the property to profitability. Depending on the individual circumstances, initial charge-offs and subsequent losses on commercial real estate loans can be unpredictable and substantial.

We also originate loans to finance the construction of commercial properties, multi-family residential projects (including non-owner occupied one- to four-family residences) and professional complexes. At December 31, 2023, commercial construction loan balances were $31.2 million, or 7.8% of our total loan portfolio. Under these loans, an additional $44.9 million remains available to borrowers. The majority of these loans are secured by properties located in our primary market area.

Our commercial real estate construction loans are generally structured as interest-only payments during the anticipated construction time. itThe ~~takes~~interest ~~them~~rate may be a fixed-rate or adjustable-rate. Our adjustable-rate commercial real estate constructions loans are generally tied to ~~return~~a margin above the ~~property~~prime torate, ~~profitability~~applicable U.S. ~~Depending~~Treasury rate or SOFR rate. We generally offer commercial construction loans with a value up to 80% of the appraised value on a completed basis or the ~~individual~~cost ~~circumstances~~of completion, ~~initial~~whichever ~~charge-offs~~is ~~and~~less. ~~subsequent~~Personal ~~losses~~guarantees onare ~~commercial~~generally ~~real~~obtained ~~estate~~from ~~loans~~the ~~can~~principals beof ~~unpredictable~~commercial ~~and~~real ~~substantial~~estate construction loans.

We also originate loans to finance the construction of commercial properties, multi-family residential projects (including non-owner occupied one- to four-family residences) and professional complexes. At December 31, 2022, commercial construction loan balances were $25.1 million, or 6.9% of our total loan portfolio. Under these loans, an additional $33.2 million remains available to borrowers. The majority of these loans are secured by properties located in our primary market area.

Our commercial real estate construction loans are generally structured as interest-only payments during the anticipated construction time. The interest rate is generally fixed for five years at the five-year U.S. Treasury rate plus a margin. We generally offer commercial construction loans with a value up to 80% of the appraised value on a completed basis or the cost of completion, whichever is less. Personal guarantees are generally obtained from the principals of commercial real estate construction loans.

Construction loans generally involve greater credit risk than long-term financing on improved, owner-occupied real estate. In the event a loan is made on property that is not yet approved for the planned development or improvements, there is a risk that necessary approvals will not be granted or will be delayed. Risk of loss on a construction loan also depends upon the accuracy of the initial estimate of the value of the property at completion of construction compared to the estimated cost (including interest) of construction and other assumptions. If the estimate of construction cost is inaccurate, we may be required to advance additional funds beyond the amount originally committed in order to protect the value of the property. Moreover, if the estimated value of the completed project is inaccurate, the borrower may hold a property with a value that is insufficient to assure full repayment of the construction loan upon the sale of the property. Construction loans also carry the risk that construction will not be completed on time in accordance with specifications and projected costs. In addition, repayment of these loans can be dependent on the sale or rental of the property to third parties, and the ultimate sale or rental of the property may not occur as anticipated.

Before making a commitment to fund a construction loan, we generally require an appraisal of the property by an independent licensed appraiser. The construction phase is carefully monitored to minimize our risk. All construction projects must be completed in accordance with approved plans and approved by the municipality in which they are located. Loan proceeds are disbursed periodically in increments as construction progresses and as inspections warrant.

One-to-four family Residential Real Estate Lending. At December 31, ~~2022~~2023, we had $8597.47 million of loans secured by one-to-four family residential real estate, representing 2324.6% of our total loan portfolio. We originate both fixed-rate and adjustable-rate one-to-four family residential real estate loans. At December 31, ~~2022~~2023, 8169.05% of our one-to-four family residential real estate loans were fixed-rate loans, and 1930.05% of such loans were adjustable-rate loans.

Our fixed-rate one-to-four family residential real estate loans typically have terms of 10 to 30 years and are generally underwritten according to Freddie Mac and Fannie Mae guidelines when the loan balance meets such guidelines, and we refer to loans that conform to such guidelines as “conforming loans.” We generally originate both fixed-rate and adjustable-rate mortgage loans in amounts up to the maximum conforming loan limits as established by the Federal Housing Finance Agency for Fannie Mae loans. As of December 31, ~~2022~~2023, the limit was $~~647~~726,200 for single-family homes in our market area. The maximum conforming loan limits will increase to $~~726~~766,~~200~~550 for the year ended December 31, ~~2023~~2024. We sell, on both a servicing-released and servicing-retained basis, our conforming and eligible jumbo fixed-rate one-to-four family residential real estate loans. We also originate loans above the lending limit for conforming loans, which are referred to as “jumbo loans” that we may retain in our portfolio. Jumbo loans that we originate typically have 15 to 30 year terms and maximum loan-to-value ratios of 80%. At December 31, ~~2022~~2023, we had $35.34 million in jumbo loans, which represented 35.85% of our one-to-four family residential real estate loans. ~~Our~~The average ~~loan~~outstanding ~~size~~balance for our jumbo loans was approximately $~~558~~678,000 at December 31, ~~2022~~2023. Generally, all of our one-to-four family residential real estate loans are secured by properties located in southeastern Wisconsin.

We generally limit the loan-to-value ratios of our mortgage loans without private mortgage insurance to 80% of the sales price or appraised value, whichever is lower. Loans where the borrower obtains private mortgage insurance may be made in excess of this limit.

Our adjustable-rate one-to-four family residential real estate loans carry terms to maturity ranging from 10 to 30 years and generally have fixed rates for initial terms of five years. We also offer an initial term of seven years, which adjusts annually thereafter at a margin, which in recent years has been tied to a margin above the applicable U.S. Treasury ~~or SOFR~~ rate. The maximum amount by which the interest rate may be increased or decreased is generally 2% per adjustment period, with a lifetime interest rate cap of generally 5% over the initial interest rate of the loan and a rate floor. We typically hold in our loan portfolio our adjustable-rate one-to-four family residential real estate loans.

Although adjustable-rate mortgage loans may reduce to an extent our vulnerability to changes in market interest rates because they periodically re-price, as interest rates increase the required payments due from the borrower also increase (subject to rate caps), increasing the potential for default by the borrower. At the same time, the ability of the borrower to repay the loan and the marketability of the underlying collateral may be adversely affected by higher interest rates. Upward adjustments of the contractual interest rate are also limited by our maximum periodic and lifetime rate adjustments.

Moreover, the interest rates on most of our adjustable-rate loans do not adjust for up to five years after origination. As a result, the effectiveness of adjustable-rate mortgage loans in compensating for changes in general interest rates may be limited during periods of rapidly rising interest rates.

We do not offer “interest only” mortgage loans on permanent one-to-four family residential real estate loans (where the borrower pays interest for an initial period, after which the loan converts to a fully amortizing loan). We also do not offer loans that provide for negative amortization of principal, such as “Option ARM” loans, where the borrower can pay less than the interest owed on the loan, resulting in an increased principal balance during the life of the loan. We do not have a “subprime lending” program for one-to-four family residential real estate loans (i.e., loans that generally target borrowers with weakened credit histories).

Generally, residential mortgage loans that we originate include “due-on-sale” clauses, which give us the right to declare a loan immediately due and payable in the event that, among other things, the borrower sells or otherwise disposes of the real property subject to the mortgage and the loan is not repaid. All borrowers are required to obtain title insurance for the benefit of PyraMax Bank. We also require homeowner’s insurance and fire and casualty insurance and, where circumstances warrant, flood insurance on properties securing real estate loans.

Residential Real Estate Construction Lending. We originate loans to finance the construction of single-family residential properties to prospective homeowners for their primary residence. At December 31, 2022, residential construction loan balances were $3.2 million, or 0.9% of our total loan portfolio, with an additional $2.8 million available to these borrowers. The majority of these loans are secured by properties located in our primary market area. 10

Residential Real Estate Construction Lending. We originate loans to finance the construction of single-family residential properties to prospective homeowners for their primary residence. At December 31, 2023, residential construction loan balances were $359,000, or 0.1% of our total loan portfolio, with an additional $1.2 million available to these borrowers. The majority of these loans are secured by properties located in our primary market area.

Our owner occupied one-to-four family residential construction loans are generally structured as interest-only for 12 months. Construction loan values for one-to-four family residential properties generally will not exceed 80% during the construction phase of the mortgage, however, if private mortgage insurance is obtained, we will consider loan-to-value limits up to 95%.

Once the construction project is satisfactorily completed, generally within 12 months, the loan will convert to an amortizing loan for the remaining term of the loan. Upon completion, the loan will be evaluated for sale on the secondary market. The interest rate is generally a fixed rate for up to 30 years, or a five- to seven-year adjustable-rate mortgage.

Land Development Loans. We originate loans to finance the development of land for agricultural purposes and for the development of commercial and residential properties. Land development loans are generally secured by vacant land and/or property that is in the process of improvement. At December 31, ~~2022~~2023, we had no land development loans outstanding.

Our land development loans may be structured as interest-only loans or amortizing. The interest rate generally floats, at the prime rate or prime rate plus a margin. We offer financing to purchase or refinance land for agricultural purposes or development with a maximum loan to value ratio of 65%. However, if we are providing financing to improve the land, the maximum loan to value ratio will generally be 80% of the appraised value on a completed basis or the cost of completion, whichever is less.

Land development loans generally involve greater credit risk than long-term financing on improved, owner-occupied real estate. In the event a loan is made on property that is not yet approved for the planned development, there is a risk that necessary approvals will not be granted or will be delayed. Risk of loss on a land development loan also depends upon the accuracy of the initial estimate of the value of the property at completion of construction compared to the estimated cost (including interest) of construction and other assumptions. If the estimate of development costs is inaccurate, we may be required to advance additional funds beyond the amount originally committed in order to protect the value of the property. Moreover, if the estimated value of the completed project is inaccurate, the borrower may hold a property with a value that is insufficient to assure full repayment of the construction loan upon the sale of the property. Land development loans also carry the risk that improvements will not be completed on time in accordance with specifications and projected costs. In addition, repayment of these loans can be dependent on the sale of the property to third parties, and the ultimate sale or rental of the property may not occur as anticipated. Personal guarantees are generally obtained from the principals of commercial real estate loans.

parties, and the ultimate sale or rental of the property may not occur as anticipated. Personal guarantees are generally obtained from the principals of commercial real estate loans.

Before making a commitment to fund a land development loan, we generally require an appraisal of the property by an independent licensed appraiser. We generally monitor the land loan in a similar fashion to our comparable commercial real estate loan.

Commercial Lending. At December 31, ~~2022~~2023, we had $4347.79 million of commercial loans, representing 12.10% of our total loan portfolio. ~~Our commercial loan portfolio at December 31, 2022 included $318,000 of PPP loans, most of which we expect will be forgiven or paid in 2023.~~ We originate commercial loans and lines of credit secured by non-real estate business assets. These loans are made based primarily on historical and projected cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not behave as forecasted, and collateral securing loans may fluctuate in value because of economic or individual performance factors. Financial information is obtained from the borrowers to evaluate cash flow sufficiency to service debt and is periodically updated during the life of the loan. These loans are generally originated to small businesses in our primary market area. Our commercial loans are generally used by the borrowers for working capital purposes or for acquiring equipment, inventory or furniture, and are primarily secured by business assets other than real estate, such as business equipment, inventory and accounts receivable. Our commercial loans are generally term loans with terms of three to seven years and lines of credit with terms of one to two years, with a target loan size of $250,000 to $8.0 million. Our commercial and industrial lines of credit are generally priced on an adjustable-rate basis tied to the prime rate. Term loans are generally priced at a spread over the applicable U.S. Treasury rate. We generally obtain personal guarantees with commercial loans.

At December 31, ~~2022~~2023, our largest outstanding commercial and industrial loan commitment totaled $10.0 million. The primary business of this company is providing lease and financing ~~for~~of commercial and ~~industrial~~office equipment. The outstanding balance on this relationship was $6.49 million at December 31, ~~2022~~2023. Our second largest commitment totaled $710.50 million ~~at December 31~~, ~~2022,~~ of which $69.01 million was outstanding. at December 31, 2023. The primary business of this company is the sales, ~~and distribution of industrial supplies and equipment. Our third largest commitment totaled $6.8 million~~leasing, ~~of which $5.4 million was outstanding. This borrower's primary business is providing equipment~~ financing toand ~~small~~rental ~~businesses. All~~services offor ~~these~~the ~~commitments were performing in accordance with their repayment terms at December 31, 2022.~~

transportation industry. Our third largest commitment totaled $8.0 million, of which $7.2 million was outstanding at December 31, 2023. This borrower's primary business is providing leasing services to the transportation industry. All of these commitments were performing in accordance with their repayment terms at December 31, 2023.

We typically originate commercial loans on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business, the experience and stability of the borrower’s management team, earnings projections and their underlying assumptions, and the value and marketability of any collateral securing the loan. As a result, the availability of funds for the repayment of commercial loans may be substantially dependent on the success of the business itself and the general economic environment in our market area. Therefore, commercial loans that we originate have greater credit risk than one-to-four family residential real estate loans. In addition, commercial loans often result in larger outstanding balances to single borrowers, or related groups of borrowers, and also generally require substantially greater evaluation and oversight efforts.

Consumer Lending. Our consumer lending portfolio, which totals $1819.78 million as of December 31, ~~2022~~2023 and represented 5.20% of our total loan portfolio, consisted almost entirely of home equity loans. At December 31, ~~2022~~2023, there were $1819.67 million of outstanding balances on home equity lines of credit, which the lines of credit had an additional $21.74 million available to draw. Although Wea ~~also~~very ~~offer~~small apercentage ~~variety~~ of ~~consumer~~our ~~loans~~current toloan ~~individuals~~portfolio ~~who~~and ~~reside~~not ora ~~work~~part inof our ~~market~~primary ~~area~~business strategy, ~~including~~we ~~home~~also ~~equity~~offer ~~lines~~other types of ~~credit,~~consumer ~~new and used automobile~~ loans, ~~boat~~to ~~loans,~~individuals ~~recreational~~who ~~vehicle~~reside ~~loans~~or ~~and~~work ~~loans~~in ~~secured~~our bymarket ~~certificates of deposit~~area. At December 31, ~~2022~~2023, we had $68,000 of unsecured consumer loans.

Generally, our home equity lines of credit are underwritten with a maximum loan to value of 85%, a minimum credit score of 640 and a maximum debt to income ratio of 43%.

Consumer loans generally have shorter terms to maturity, which reduces our exposure to changes in interest rates. In addition, management believes that offering consumer loan products helps to expand and create stronger ties to our existing customer base by increasing the number of customer relationships and providing cross-marketing opportunities.

Originations, Sales and Purchases of Loans

Our loan originations are generated by our loan personnel operating at our banking offices. While we originate both fixed-rate and adjustable-rate loans, our ability to generate each type of loan depends upon relative borrower demand and the pricing levels as set in the local marketplace by competing banks, thrifts, credit unions, and mortgage banking companies. Our volume of real estate loan originations is influenced significantly by market interest rates, and, accordingly, the volume of our real estate loan originations can vary from period to period.

12We consider our balance sheet as well as market conditions on an ongoing basis in making decisions as to whether to hold loans we originate for investment or to sell such residential loans to investors, choosing the strategy that is most advantageous to us from a profitability and risk management standpoint. We sell the majority of the fixed-rate conforming and eligible jumbo one- to four-family residential real estate loans that we originate, on both a servicing-released and servicing-retained basis, with limited or no recourse, while retaining some non-eligible fixed-rate and adjustable-rate one- to four-family residential real estate loans in order to manage the duration and time to repricing of our loan portfolio. For the year ended December 31, 2023, we sold $11.9 million of one- to four-family residential real estate loans, of which $11.7 million were originated in 2023 and $125,000 were originated prior to 2023. For the year ended December 31, 2022, we sold $23.3 million of one- to four-family residential real estate loans.

We consider our balance sheet as well as market conditions on an ongoing basis in making decisions as to whether to hold loans we originate for investment or to sell such residential loans to investors, choosing the strategy that is most advantageous to us from a profitability and risk management standpoint. We sell the majority of the fixed-rate conforming and eligible jumbo one- to four-family residential real estate loans that we originate, on both a servicing-released and servicing-retained basis, with limited or no recourse, while retaining some non-eligible fixed-rate and adjustable-rate one- to four-family residential real estate loans in order to manage the duration and time to repricing of our loan portfolio. For the year ended December 31, 2022, we sold $23.3 million of one- to four-family residential real estate loans, of which $21.8 million were originated in 2022 and $1.5 million were originated prior to 2022. For the year ended December 31, 2021, we sold $122.9 million of one- to four-family residential real estate loans.

The loans that we originate to sell are closed in our name, and are subsequently sold to our investors who provide Fannie Mae and Freddie Mac conventional products as well as Federal Housing Administration and Veterans Affairs government loans. We recognize, at the time of sale, the cash gain or loss on the sale of the loans based on the difference between the net cash proceeds received and the carrying value of the loans sold. Subject to market and economic conditions, management intends to continue this sales activity in future periods to generate gain on sale income.

Mortgage servicing rights, which are acquired when we sell a loan but retain the servicing rights, are recognized as a separate asset. As of December 31, ~~2022~~2023, we had $1.97 million in mortgage servicing rights. The fair value of our mortgage servicing rights is appraised by a third party provider. Servicing fee income is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned.

During ~~2022~~2023, we ~~increased~~purchased ~~purchases~~additional of commercial real estate and commercial loan participations secured by properties and/or business assets within and outside of our primary lending market area in which we are not the lead lender. In these circumstances, we follow our customary loan underwriting and approval policies. At December 31, ~~2022~~2023, wethe ~~had~~outstanding 12balances ~~credit~~of ~~relationships~~commercial ~~with~~real ~~outstanding~~estate ~~balances~~and ~~totaling~~commercial loan participations purchased was $3134.68 million, ~~and~~with the ability to draw an additional $4130.27 million~~, in which we were not the lead lender~~. ~~All~~At ofDecember ~~these~~31, ~~loans~~2022, ~~were~~the ~~performing~~outstanding inbalance ~~accordance~~was ~~with their original repayment terms~~$31.6 ~~PyraMax~~million ~~Bank’s~~and ~~growth strategy includes~~ the ~~purchase~~remaining ofavailable ~~loan~~credit ~~participations~~was ~~that~~$41.2 ~~meet our underwriting standards from local financial institutions with which we have existing relationships~~million. WeAll ~~also have participated out portions~~ of athese loan that exceeded our loans-to-one borrower legal lending limit and for risk diversification. Historically, we have not purchased whole loans, however, pursuant to our growth strategy, we may purchase whole loans in the future.

loans were performing in accordance with their original repayment terms. PyraMax Bank’s growth strategy includes the purchase of loan participations that meet our underwriting standards from a limited number of local financial institutions with which we have existing relationships. We also have participated out portions of a loan that exceeded our loans-to-one borrower legal lending limit and for risk diversification. Historically, we have not purchased whole loans, however, pursuant to our growth strategy, we may purchase whole loans in the future.

Loan Approval Procedures and Authority

Pursuant to federal law, the aggregate amount of loans that PyraMax Bank is permitted to make to any one borrower or a group of related borrowers is generally limited to 15% of PyraMax Bank’s unimpaired capital and surplus (25% if the amount in excess of 15% is secured by “readily marketable collateral” or 30% for certain residential development loans). At December 31, ~~2022~~2023, based on the 15% limitation, PyraMax Bank’s loans-to-one-borrower limit was $10.32 million. At December 31, ~~2022~~2023, PyraMax Bank had no individual borrower with outstanding balances in excess of this amount. Although PyraMax Bank currently has an internal limit of $8.0 million, the board of directors must approve all loans in excess of $2.0 million. In the future the board of directors may consider increasing or decreasing this internal limit.

Our lending is subject to written underwriting standards and origination procedures. Decisions on loan applications are made on the basis of detailed information submitted by the prospective borrower, credit histories that we obtain, and property valuations (consistent with our appraisal policy) prepared by outside independent licensed appraisers approved by our board of directors as well as internal evaluations, where permitted by regulations. The loan information is primarily designed to determine the borrower’s ability to repay the requested loan, and the more significant items are verified through use of credit reports, bank statements and tax returns.

All loan approval amounts are based on the aggregate loans, including total balances of outstanding loans and the proposed loan to the individual borrower and any related entity. Our President and Chief Executive Officer ~~and~~has ~~our Senior Vice President-Strategic Planning have~~ individual authorization to approve loans up to an aggregate exposure to one borrower of $2.0 million. Our Officers’ Loan Committee, which consists of our President and Chief Executive Officer, Chief Operating Officer, Chief Credit Officer, Chief Financial Officer, and Chief Lending Officer ~~and Senior Vice President-Strategic Planning~~, can approve loans up to $2.0 million in the aggregate. Loans in excess of $2.0 million require the approval of our board of directors, or, if exigent circumstances exist, the Chief Credit Officer and President and Chief Executive Officer may approve such loans if the board of directors is unavailable and such approval is based on a recommendation of the Chief Credit Officer and is subsequently approved by the board of directors.

In addition, the following individuals have retail consumer loan authority for individual loans: our Chief Operating Officer can approve retail loans up to $200,000; our Vice President-Retail Operations and Senior Underwriters can approve retail loans up to $150,000; our Junior Underwriters can approve retail loans up to $100,000; and one Branch Executive Officer can approve retail loans up to $75,000 while all other Branch Executive Officers can approve retail loans up to $1,000.

Our Chief Operating Officer, Vice President-Retail Loan Operations, and Senior Underwriters and Underwriters have authority to approve conforming mortgage loans up to the secondary market limit.

Generally, we require title insurance or abstracts on our mortgage loans as well as fire and extended coverage casualty insurance in amounts at least equal to the principal amount of the loan or the value of improvements on the property, depending on the type of loan.

From time to time, a loan applicant may not meet one or more of the loan policy or loan program requirements, resulting in a denial of the loan application. The loan officer may seek an exception, by providing detailed information to explain the policy/program exception along with other pertinent information. The following individuals have the authority to approve these requests with the indicated loan limits for commercial mortgage loans and consumer loans: the board of directors may approve loans with exceptions up to the legal lending limit of PyraMax Bank; the Officers Loan Committee and our President and Chief Executive Officer may approve loans with exceptions up to $2.0 million; and our Chief Credit Officer may approve loans with exceptions up to $1.0 million. Our Chief Operating Officer has the authority to approve exceptions on conforming mortgage loans up to the secondary market limits, however, the loan would still need to qualify for sale in the secondary market after granting the exception. Our Chief Operating Officer and Senior Vice President-Mortgage Lending have exception authority for consumer loans with limits up to $200,000 and our Resolution Officer and Vice President-Retail Banking have exception authority for consumer loans with limits up to $150,000.

Delinquencies and Non-Performing Assets

Delinquency Procedures for Owner Occupied One- to Four-Family Residential and Consumer Loans. When an owner-occupied residential real estate or consumer loan payment becomes 16 days past due, we contact the customer by mailing a late notice. A loan officer and/or members of our loan collection department may also contact the customer. If a loan payment becomes 30 days past due, we mail an additional late notice, and we also place telephone calls to the borrower. These loan collection efforts continue until a loan becomes 90-120 days past due, at which point we would generally refer the loan for foreclosure proceedings unless management determines that it is in the best interest of PyraMax Bank to work further with the borrower to arrange a workout plan. ~~The foreclosure process generally would begin when a loan becomes 120 days delinquent. From time to time, we may accept deeds in lieu of foreclosure.~~

The foreclosure process generally would begin when a loan becomes 120 days delinquent. From time to time, we may accept deeds in lieu of foreclosure.

Delinquency Procedures for Commercial and Commercial Real Estate Loans. When a commercial loan or commercial real estate loan becomes 10 days past due, we contact the customer by mailing a late notice. The loan officer assigned to the account may also contact the borrower. If the loan continues to run past due, the loan officer will continue to contact the borrower to determine the cause of the past due payment(s) and arrange for payments. This information will be discussed with the Chief Credit Officer to determine the nature of the past due payment and, if necessary, to develop a plan to bring the past due payment(s) current and determine if the likelihood of repayment is in question. The loan will also be evaluated for a change to the risk rating. Depending on the circumstances, the lender and Chief Credit Officer may develop a plan to protect PyraMax Bank’s interest in the loan. If necessary, PyraMax Bank will engage an attorney to pursue further collection efforts.

Our High-Risk Loan Committee, which consists of our President, Chief Credit Officer, Chief Financial Officer and Chief Lending Officer provides oversight of stressed commercial and retail loans to mitigate identified risks.

Loans Past Due and Non-performing Assets. Loans are reviewed on a regular basis. Management determines that a loan is ~~impaired~~credit-deteriorated or non-performing when it is probable at least a portion of the loan will not be collected in accordance with the original terms due to a deterioration in the financial condition of the borrower or the value of the underlying collateral if the loan is collateral dependent. When a loan is determined to be ~~impaired~~credit-deteriorated, the measurement of the loan in the allowance for ~~loan~~credit losses analysis is based on the present value of expected future cash flows, except that all collateral-dependent loans which are ~~measured for impairment~~ based on the fair value of the collateral less estimated costs to sell. Non-accrual loans are loans for which collectability is questionable and, therefore, interest on such loans will no longer be recognized on an accrual basis. All loans that become 90 days or more delinquent are placed on non-accrual status unless the loan is well secured and in the process of collection. When loans are placed on non-accrual status, unpaid accrued interest is fully reversed, and further income is recognized only to the extent received on a cash basis or cost recovery method.

When we acquire real estate as a result of foreclosure, the real estate is classified as foreclosed assets. Foreclosed assets are recorded at the lower of carrying amount or fair value, less estimated costs to sell. Soon after acquisition, we order a new appraisal, or evaluation when acceptable, to determine the current market value of the property. Any excess of the recorded value of the loan over the market value of the property is charged against the allowance for ~~loan~~credit losses, or, if the existing allowance is inadequate, charged to expense, in either case during the applicable period of such determination. After acquisition, all costs incurred in maintaining the property are expensed. Costs relating to the development and improvement of the property, however, are capitalized to the extent of estimated fair value less estimated costs to sell.

property are expensed. Costs relating to the development and improvement of the property, however, are capitalized to the extent of estimated fair value less estimated costs to sell.

Non-performing Loans. We generally cease accruing interest on our loans when contractual payments of principal or interest have become 90 days past due or management has serious doubts about further collectability of principal or interest, even though the loan is currently performing. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on non-accrual status, unpaid interest credited to income is reversed. Interest received on non-accrual loans generally is applied against principal or interest and is recognized on a cash basis. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time and the ultimate collectability of the total contractual principal and interest is no longer in doubt.

Non-accrual loans ~~decreased~~increased to $~~769~~1.1 million,~~000,~~ or 0.2128% of total loans, at December 31, ~~2022~~2023 from $~~1.0~~769,000 million, or 0.3121% of total loans, at December 31, ~~2021~~2022. The ~~decrease~~increase in non-accrual loans was primarily due to aan ~~decrease~~increase in non-accrual loans in the ~~residential~~commercial real estate ~~first mortgage~~ loan category.

~~Troubled~~Collateral ~~Debt~~Dependent ~~Restructurings~~Loans. Collateral ~~Loans~~dependent loans are ~~accounted~~loans ~~for~~where asthe ~~troubled~~Company ~~debt~~has ~~restructurings~~determined ~~when a borrower is experiencing financial difficulties~~ that ~~lead~~foreclosure ~~to a restructuring~~ of the ~~loan,~~collateral ~~and~~is ~~PyraMax~~probable ~~Bank~~and ~~grants~~where ~~a concession to~~ the borrower ~~that~~is itexperiencing ~~would~~financial ~~not otherwise consider~~difficulty. These concessions include a modification of terms, such as a reduction of the stated interest rate or loan balance, a reduction of accrued interest, an extension of the maturity date at an interest rate lower than current market rate for a new loan with similar risk, or some combination thereof to facilitate payment. Troubled debt restructurings are considered impaired loans. No additional loan commitments were outstanding to our troubled debt restructured borrowers at December 31, 2022.

~~Loans~~Foreclosed onAssets. ~~non~~Foreclosed assets consist of property acquired through formal foreclosure, in-~~accrual~~substance ~~status~~foreclosure ator ~~the~~by ~~date~~deed in lieu of ~~modification~~foreclosure, and are ~~initially~~recorded ~~classified~~at asthe ~~non-accrual~~lower ~~troubled~~of ~~debt~~recorded ~~restructurings.~~investment Ator ~~December~~fair ~~31,~~value ~~2022,~~less weestimated ~~had~~costs ~~$183,000~~to insell. ~~non~~Write-~~accrual~~downs ~~troubled~~from ~~debt~~recorded ~~restructurings,~~investment ~~none~~to offair value, which ~~were~~are inrequired at the ~~process~~time of foreclosure ~~as of December 31~~, ~~2022.~~are ~~Our~~charged ~~policy~~to ~~provides~~the ~~that~~allowance ~~troubled~~for ~~debt~~credit ~~restructured~~losses. ~~loans~~After ~~are~~transfer, ~~returned~~adjustments to ~~accrual~~the ~~status~~carrying ~~after~~value aof ~~period~~the ofproperties ~~satisfactory~~that ~~and~~result ~~reasonable~~from ~~future~~subsequent ~~payment~~declines ~~performance~~in ~~under~~value ~~the~~are ~~terms~~charged ofto ~~the~~operations ~~restructuring.~~in ~~Satisfactory~~the ~~payment~~period ~~performance~~in iswhich ~~generally~~the nodeclines ~~less~~occur. ~~than~~During ~~six~~the ~~consecutive~~years ~~months~~ended ofDecember ~~timely~~31, ~~payments.~~2023 Atand December 31, 2022, weno ~~had~~loans ~~$355,000~~were intransferred ~~accruing~~into ~~troubled~~foreclosed ~~debt restructurings~~assets.

~~Foreclosed~~Classified Assets. ~~Foreclosed~~Federal ~~assets~~regulations ~~consist~~provide offor ~~property~~the ~~acquired~~classification ~~through~~of ~~formal~~loans ~~foreclosure,~~and ~~in-substance~~other ~~foreclosure~~assets, orsuch byas ~~deed~~debt inand ~~lieu~~equity ofsecurities ~~foreclosure,~~considered ~~and~~by ~~are~~the ~~recorded~~Office atof the ~~lower~~Comptroller of ~~recorded~~the ~~investment~~Currency ~~or fair value less estimated costs~~ to ~~sell.~~be ~~Write-downs~~of ~~from~~lesser ~~recorded~~quality, ~~investment~~as to“substandard,” ~~fair~~“doubtful” ~~value,~~or ~~which~~“loss.” ~~are~~An ~~required~~asset atis ~~the~~considered ~~time~~“substandard” ofif ~~foreclosure,~~it ~~are~~is ~~charged~~inadequately toprotected by the ~~allowance~~current ~~for~~net ~~loan~~worth ~~losses.~~and ~~After~~paying ~~transfer,~~capacity ~~adjustments~~of to the ~~carrying~~obligor ~~value~~or of the ~~properties~~collateral ~~that~~pledged, ~~result~~if ~~from~~any. ~~subsequent~~“Substandard” ~~declines~~assets ininclude ~~value~~those ~~are~~characterized ~~charged~~by tothe ~~operations~~“distinct inpossibility” that the ~~period~~insured ininstitution ~~which~~will ~~the~~sustain ~~declines~~“some ~~occur.~~loss” ~~During~~if the ~~years~~deficiencies ~~ended~~are ~~December~~not ~~31,~~corrected. ~~2022~~Assets ~~and~~classified ~~December~~as ~~31,~~“doubtful” ~~2021,~~have noall ~~loans~~of ~~were~~the ~~transferred~~weaknesses ~~into~~inherent ~~foreclosed~~in ~~assets.~~those classified

Classified Assets. Federal regulations provide for the classification of loans and other assets, such as debt and equity securities considered by the Office of the Comptroller of the Currency to be of lesser quality, as “substandard,” “doubtful” or “loss.” An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. “Substandard” assets include those characterized by the “distinct possibility” that the insured institution will sustain “some loss” if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard,” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.” Assets classified as “loss” are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. Assets which do not currently expose the insured institution to sufficient risk to warrant classification in one of the aforementioned categories but possess weaknesses are designated as “special mention” by our management. 14

“substandard,” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.” Assets classified as “loss” are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. Assets which do not currently expose the insured institution to sufficient risk to warrant classification in one of the aforementioned categories but possess weaknesses are designated as “special mention” by our management.

When an insured institution classifies problem assets as either substandard or doubtful, it may establish general allowances in an amount deemed prudent by management to cover probable accrued losses in the loan portfolio. General allowances represent loss allowances which have been established to cover probable accrued losses associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets. When an insured institution classifies problem assets as “loss,” it is required either to establish a specific allowance for losses equal to 100% of that portion of the asset so classified or to charge-off such amount. An institution’s determination as to the classification of its assets and the amount of its valuation allowances is subject to review by the regulatory authorities, which may require the establishment of additional general or specific loss allowances.

In accordance with our loan policy, we regularly review the problem loans in our portfolio to determine whether any loans require classification in accordance with applicable regulations. Loans are listed on the “watch/special mention list” where management has some concern that the collateral or debt service ability may not be adequate, although the collectability of the contractual loan payments is still probable. If a loan deteriorates in asset quality, the classification is changed to “substandard,” “doubtful” or “loss” depending on the circumstances and the evaluation. For commercial loans, “substandard” ratings are assigned to loans that do not have adequate collateral and/or debt service ability such that collectability of the contractual loan payments is no longer probable. For commercial loans, “doubtful” ratings are assigned to loans that do not have adequate collateral and/or debt service ability, and collectability of the contractual loan payments is unlikely. Generally, loans 90 days or more past due are placed on non-accrual status and classified “substandard.” Management reviews the status of each credit-deteriorated loan on our watch list on a quarterly basis.

Allowance for Credit Losses - Loans

Under the current expected credit loss (“CECL”) model, the allowance for credit losses ("ACL") on financial assets is a valuation allowance estimated at each balance sheet date in accordance with GAAP that is deducted from the financial assets’ amortized cost basis to present the net amount expected to be collected on the financial assets. The Company estimates the allowance for credit losses on loans based on the underlying assets’ amortized cost basis, which is the amount at which the financing receivable is originated or acquired, adjusted for applicable accretion or amortization of premium, discount, net deferred fees or costs, collection of cash, and charge-offs.

Expected credit losses are reflected in the allowance for credit losses through a charge to provision for credit losses. The Company’s estimate of the allowance for credit losses reflects credit losses currently expected over the remaining contractual life of the assets. When the Company deems all or a portion of a financial asset to be uncollectible, the appropriate amount is written off and the allowance for credit losses is reduced by the same amount. The Company applies judgment to determine when a financial asset is deemed uncollectible. When available information confirms that specific financial assets, or portions thereof, are uncollectible, these amounts are charged off against the allowance for credit losses. Subsequent recoveries, if any, are credited to the allowance for credit losses when received.

The Company measures the allowance for credit losses of financial assets on a collective portfolio segment basis when the financial assets share similar risk characteristics. The Company has identified the following portfolio segments of financial assets with similar risk characteristics for measuring expected credit losses: commercial real estate, commercial and industrial loans, residential real estate – first mortgage, residential real estate – construction, consumer – home equity and lines of credit and other consumer loans. The Company further segments the commercial loan portfolios by risk rating and the residential and consumer loan portfolios by delinquency.

The Company utilizes the weighted average remaining maturity methodology to measure the ACL. This methodology incorporates both quantitative and qualitative information to assess lifetime expected credit losses at the portfolio segment level. The quantitative component includes the calculation of loss rates that are based on historical lookback periods. The Company calculates a loss rate based on historical loan level loss experience for portfolio segments with similar risk characteristics. The historical loss rate is adjusted for select macroeconomic variables that consider both historical trends as well as forecasted trends. The Company utilizes a period of two years for these forecasted trends, with immediate reversion. The Company measures expected credit losses of these financial assets by applying loss rates to the amortized cost basis of each asset taking into consideration amortization, prepayment and default assumptions.

The Company considers qualitative adjustments to expected credit loss estimates for information not already captured in the loss estimation process. Qualitative factor adjustments may increase or decrease management’s estimate of expected credit losses. Adjustments will not be made for information that has already been considered and included in the quantitative component. Qualitative loss factors are based on management's judgment of company, market, industry or business specific data, changes in loan composition, performance trends, regulatory changes, uncertainty of macroeconomic forecasts, and other asset specific risk characteristics. For collateral dependent loans where the Company has determined that foreclosure of the collateral is probable and where the borrower is experiencing financial difficulty, the allowance

~~“doubtful”~~for orcredit ~~“loss”~~losses ~~depending~~is measured based on the ~~circumstances~~difference ~~and~~between the ~~evaluation.~~fair ~~For~~value ~~commercial~~of ~~loans,~~the ~~“substandard” ratings are assigned to loans that do not have adequate~~ collateral and~~/or~~ ~~debt~~the ~~service~~amortized ~~ability~~cost ~~such~~basis ~~that collectability~~ of the ~~contractual~~asset ~~loan~~as ~~payments is no longer probable. For commercial loans, “doubtful” ratings are assigned to loans that do not have adequate collateral and/or debt service ability, and collectability~~ of the ~~contractual~~measurement ~~loan payments is unlikely~~date. ~~Generally,~~Fair ~~loans~~value 90is ~~days~~generally orcalculated ~~more~~based ~~past due are placed~~ on ~~non-accrual status and classified “substandard.” Management reviews~~ the ~~status~~value of ~~each~~the ~~impaired~~underlying ~~loan~~collateral onless ~~our~~estimated ~~watch~~costs ~~list~~to ~~on a quarterly basis~~sell.

~~Allowance~~As an integral part of their examination process, the Office of the Comptroller of the Currency will periodically review our allowance for ~~Loan~~credit ~~Losses~~losses, and as a result of such reviews, we may have to adjust our allowance for credit losses. However, regulatory agencies are not directly involved in the process for establishing the allowance for credit losses as the process is our responsibility and any increase or decrease in the allowance is the responsibility of management.

The ~~allowance~~following ~~for~~table ~~loan~~sets ~~losses~~forth isinformation ~~maintained~~related ~~at a level which, in management’s judgment, is adequate~~ to ~~absorb~~our ~~probable credit losses inherent in the loan portfolio. The amount of the~~ allowance is based on management’s evaluation of the collectability of the loan portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specific impaired loans, and economic conditions. Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows. Because of uncertainties associated with regional economic conditions, collateral values, and future cash flows on impaired loans, it is reasonably possible that management’s estimate of probable credit losses ~~inherent~~as inof ~~the loan portfolio~~ and ~~the related allowance may change materially in the near-term. The allowance is increased by a provision~~ for ~~loan losses, which is charged to expense and reduced by full and partial charge-offs, net of recoveries. Changes in~~ the ~~allowance~~year ~~relating~~ended toDecember ~~impaired loans are charged or credited to the provision for loan losses. Management’s periodic evaluation of the adequacy of the allowance is based on various factors~~31, including, but not limited to, management’s ongoing review and grading of loans, facts and issues related to specific loans, historical loan loss and delinquency experience, trends in past due and non-accrual loans, existing risk characteristics of specific loans or loan pools, the fair value of underlying collateral, current economic conditions and other qualitative and quantitative factors which could affect potential credit losses.2023:

As an integral part of their examination process, the Office of the Comptroller of the Currency will periodically review our allowance for loan losses, and as a result of such reviews, we may have to adjust our allowance for loan losses. However, regulatory agencies are not directly involved in the process for establishing the allowance for loan losses as the process is our responsibility and any increase or decrease in the allowance is the responsibility of management.


	(Dollars in thousands)
Allowance for credit losses at end of period	$	3,734
Non-accrual loans at end of period	$	1,110
Total loans at end of period	$	397,714
Allowance for credit losses to total loans outstanding at end of period		0.94	%
Non-accrual loans to total loans outstanding at end of period		0.28	%
Allowance for credit losses to non-accrual loans at end of period		336.40	%
Net charge-offs (recoveries) to average loans outstanding during period – Commercial loans		(0.01	)%
Net charge-offs (recoveries) to average loans outstanding during period – Residential real estate loans		—
Net charge-offs (recoveries) to average loans outstanding during period – Consumer loans		(0.05	)%
Net charge-offs (recoveries) to average loans outstanding during period – Total		(0.01	)%

~~Allowance for Loan Losses.~~ The following table sets forth ~~certain~~information ~~ratios~~ related to our allowance for loan losses ~~for~~as ~~the~~of ~~periods~~and ~~indicated. The allowance calculations~~ for ~~2022 and 2021 are based on~~ the ~~historical~~year ~~method~~ended ofDecember ~~recording~~31, ~~allowance for loan losses that are probable~~2022, ~~rather~~prior ~~than~~to the ~~new~~adoption of CECL: ~~model.~~

	Year Ended December 31,
	(Dollars in thousands)
	2022			2021
Allowance for loan losses at end of period	$	3,203
	(Dollars in thousands)
Non-accrual loans at end of period	$	769
Allowance for loan losses at end of period	$	3,203		$	2,858
Total loans at end of period	$	361,947
Non-accrual loans at end of period	$	769		$	1,017
Allowance for loan losses to total loans outstanding at end of period		0.89	%
Total loans at end of period	$	361,947		$	325,992
Non-accrual loans to total loans outstanding at end of period		0.21	%
Allowance for loan losses to total loans outstanding at end of period		0.89	%		0.88	%
Allowance for loan losses to non-accrual loans at end of period		416.72	%
Non-accrual loans to total loans outstanding at end of period		0.21	%		0.31	%
Net charge-offs (recoveries) to average loans outstanding during period – Commercial loans		(0.03	)%
Non-accrual loans to total loans (excluding PPP loans)		0.21	%		0.32	%
Net charge-offs (recoveries) to average loans outstanding during period – Residential real estate loans		(0.01	)%
Allowance for loan losses to non-accrual loans at end of period		416.72	%		280.96	%
Net charge-offs (recoveries) to average loans outstanding during period – Consumer loans		(0.30	)%
Net charge-offs (recoveries) to average loans outstanding during period – Commercial loans		(0.03	)%		(0.01	)%
Net charge-offs (recoveries) to average loans outstanding during period – Total		(0.04	)%
Net charge-offs (recoveries) to average loans outstanding during period – Residential real estate loans		(0.01	)%		0.00	%
Net charge-offs (recoveries) to average loans outstanding during period – Consumer loans		(0.30	)%		(0.54	)%
Net charge-offs (recoveries) to average loans outstanding during period – Total		(0.04	)%		(0.04	)%

At December 31, 2022, our allowance for loan losses represented 0.89% of total loans and at December 31, 2021, our allowance for loan losses represented 0.88% of total loans. The allowance for loan losses to non-accrual loans ratio increased to 416.7% at December 31, 2022, compared to 281.0% at December 31, 2021 due to a reduction in non-accrual loans and an increase in the allowance for loan losses. Non-accrual loans decreased $248,000, or 24.4%, to $769,000 at December 31, 2022, compared to $1.0 million at December 31, 2021. We recorded provision expense of $222,000 during the year ended December 31, 2022, as compared to $30,000 for the year ended December 31, 2021. The increase in provision expense was primarily due to the growth in our loan portfolio during 2022 and ongoing uncertainties related to the COVID-19 pandemic. Net loan (recoveries) charge-offs were ($123,000) and ($125,000) during the years ended December 31, 2022 and 2021, respectively.

Allocation of Allowance for ~~Loan~~Credit Losses. The following table sets forth the allowance for ~~loan~~credit losses allocated by loan category, the total loan balances by category, and the percent of loans in each category to total loans atas ~~the~~of ~~dates~~December ~~indicated~~31, 2023. The allowance for ~~loan~~credit losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories.

	At December 31,
	Allowancefor CreditLosses		Percent ofAllowancein Categoryto TotalAllocatedAllowance			Percent ofLoans inEachCategory toTotal Loans
	2022								2021
	(Dollars in thousands)
	Allowancefor LoanLosses		Percent ofAllowancein Categoryto TotalAllocatedAllowance			Percent ofLoans inEachCategory toTotal Loans			Allowancefor LoanLosses		Percent ofAllowancein Categoryto TotalAllocatedAllowance			Percent ofLoans inEachCategory toTotal Loans
Residential real estate	$	849		22.7	%		24.7	%
	(Dollars in thousands)
Commercial		2,693		72.1	%		70.3	%
Residential real estate	$	752		23.5	%		24.5	%	$	745		26.0	%		25.8	%
Consumer		192		5.2	%		5.0	%
Commercial		1,944		60.7	%		70.3	%		1,657		58.0	%		68.9	%
Total allocated allowance	$	3,734		100.0	%		100.0	%
Consumer		507		15.8	%		5.2	%		456		16.0	%		5.3	%
Total allocated allowance	$	3,203		100.0	%		100.0	%	$	2,858		100.0	%		100.0	%

~~Although~~The wefollowing ~~believe~~table ~~that~~sets weforth ~~use~~ the ~~best information available to establish the~~ allowance for loan losses, ~~future~~allocated ~~adjustments~~by ~~to the allowance for~~ loan losses may be necessary and results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations. Because future events affecting borrowers and collateral cannot be predicted with certaintycategory, the ~~existing~~total ~~allowance for~~ loan ~~losses~~balances ~~may~~by ~~not~~category, ~~be adequate~~ and ~~management may determine that increases in~~ the ~~allowance~~percent ~~are necessary if the quality~~ of ~~any~~loans ~~portion~~in ofeach ~~our~~category ~~loan~~to ~~portfolio~~total ~~deteriorates~~loans as aof ~~result.~~December ~~Any~~31, ~~material~~2022, ~~increase~~prior into the ~~allowance~~adoption ~~for loan losses may adversely affect our financial condition and results~~ of ~~operations~~CECL.


	Allowance for Loan Losses		Percent of Allowance in Category to Total Allocated Allowance			Percent of Loans in Each Category to Total Loans
	(Dollars in thousands)
Residential real estate	$	752		23.5	%		24.5	%
Commercial		1,944		60.7	%		70.3	%
Consumer		507		15.8	%		5.2	%
Total allocated allowance	$	3,203		100.0	%		100.0	%

Although we believe that we use the best information available to establish the allowance for credit losses, future adjustments to the allowance for credit losses may be necessary and results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations. Because future events affecting borrowers and collateral cannot be predicted with certainty, the existing allowance for credit losses may not be adequate and management may determine that increases in the allowance are necessary if the quality of any portion of our loan portfolio deteriorates as a result. Any material increase in the allowance for credit losses may adversely affect our financial condition and results of operations.

Allowance for Credit Losses - Unfunded Commitments

In addition to the ACL for loans, the Company has established an allowance for credit losses for unfunded commitments. The ACL for unfunded commitments represents the expected credit losses resulting from contractual obligations to extend credit and which are expected to fund. The ACL for unfunded commitments is maintained at a level that management believes is sufficient to absorb any losses related to the unfunded commitments and is determined based on the same methodology for determining the ACL for loans.

Investment Activities

General. The goals of our investment policy are to provide and maintain liquidity to meet deposit withdrawal and loan funding needs, to help mitigate interest rate and market risk, to diversify our assets, and to generate a reasonable rate of return on funds within the context of our interest rate and credit risk objectives. Our board of directors is responsible for adopting our investment policy. The investment policy is reviewed annually by the board of directors. Authority to make investments under the approved investment policy guidelines is delegated to our ~~president~~President and ~~chief~~Chief ~~executive~~Executive ~~officer~~Officer and our ~~chief~~Chief ~~financial~~Financial ~~officer~~Officer. All investment transactions are reviewed at the next regularly scheduled meeting of the board of directors. All of our investment securities are classified as available-for-sale.

We have legal authority to invest in various types of liquid assets, including U.S. Treasury obligations, securities of various government-sponsored enterprises and municipal governments, deposits at the Federal Home Loan Bank of Chicago, certificates of deposit of federally insured institutions, investment grade corporate bonds and investment grade marketable equity securities. We also are required to maintain an investment in Federal Home Loan Bank of Chicago stock. While we have the authority under applicable law to invest in derivative securities, we had no investments in derivative securities at December 31, 2022 or December 31, 2021.

~~Portfolio~~are ~~Maturities~~required ~~and~~to ~~Yields.~~maintain ~~The~~an ~~following~~investment ~~table~~in ~~sets~~Federal ~~forth~~Home ~~the~~Loan ~~stated~~Bank ~~maturities and weighted average yields~~ of ~~investment~~Chicago ~~securities at December 31, 2022~~stock. ~~Certain~~While ~~mortgage-backed~~we ~~and asset-backed securities~~ have ~~adjustable interest rates and will reprice annually within~~ the ~~various~~authority ~~maturity~~under ~~ranges.~~applicable ~~These~~law ~~repricing~~to ~~schedules~~invest ~~are not reflected~~ in ~~the~~derivative ~~table below. Weighted average yield calculations on investment~~ securities, ~~available~~we ~~for~~had ~~sale~~no doinvestments ~~not give effect to changes~~ in ~~fair~~derivative ~~value~~securities ~~that~~at ~~are~~December ~~reflected~~31, as2023 aor ~~component~~December of31, ~~equity~~2022.

	One Year or Less					More than One Year toFive Years					More than Five Years toTen Years					More than TenYears					Total
	AmortizedCost		WeightedAverageYield			AmortizedCost		WeightedAverageYield			AmortizedCost		WeightedAverageYield			AmortizedCost		WeightedAverageYield			AmortizedCost		FairValue		WeightedAverageYield
	(Dollars in thousands)
Securities available-for-sale:
U.S. Treasury notes	$	—	$	—		$	23,781		1.22	%	$	5,816		1.47	%	$	—		—		$	29,597	$	26,627		1.27	%
Obligations of states and political subdivisions	$	1,571		2.32	%		1,992		2.38	%		10,063		1.90	%		7,753		1.91	%		21,379		17,656		1.98	%
Government- sponsored mortgage-backed securities		163		2.12	%		4,361		2.68	%		24,593		1.72	%		44,118		1.92	%		73,235		64,267		1.90	%
Asset-backed securities		—		—			—		—			—		—			4,563		5.54	%		4,563		4,517		5.54	%
Certificates of deposit		465		2.65	%		994		2.82	%		—		—			—		—			1,459		1,425		2.77	%
Total	$	2,199		2.38	%	$	31,128		1.55	%	$	40,472		1.73	%	$	56,434		2.21	%	$	130,233	$	114,492		1.91	%

Portfolio Maturities and Yields. The following table sets forth the stated maturities and weighted average yields of investment securities at December 31, 2023. Certain mortgage-backed and asset-backed securities have adjustable interest rates and will reprice annually within the various maturity ranges. These repricing schedules are not reflected in the table below. Weighted average yield calculations on investment securities available-for-sale do not give effect to changes in fair value that are reflected as a component of equity.

U. S. Treasury Notes. At December 31, 2022, we had U.S. Treasury notes totaling $26.6 million, which constituted 23.3% of our portfolio. Our current U.S. Treasury notes have a weighted average maturity of 4.05 years. These securities are backed by the full faith and credit of the U.S. government, are very actively traded and provide a high level of liquidity.


	One Year or Less					More than One Year to Five Years					More than Five Years to Ten Years					More than Ten Years					Total
	Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Fair Value		Weighted Average Yield
	(Dollars in thousands)
Securities available-for-sale:
Obligations of states and political subdivisions	$	85		2.40	%		1,070		3.42	%		12,774		1.86	%		3,114		2.02	%		17,043		14,231		1.99	%
Government- sponsored mortgage-backed securities		—		—			879		2.49	%		17,535		1.89	%		79,260		4.16	%		97,674		91,019		3.74	%
Asset-backed securities		—		—			—		—			—		—			3,593		6.50	%		3,593		3,572		6.50	%
Certificates of deposit		745		2.79	%		—		—			—		—			—		—			745		737		2.79	%

Total	$	830		2.75	%	$	1,949		3.00	%	$	30,309		1.88	%	$	85,967		4.18	%	$	119,055	$	109,559		3.56	%

Obligations of State and Political Subdivision (“Municipal”) Securities. At December 31, ~~2022~~2023, we had municipal securities totaling $1714.72 million, which constituted 1513.40% of our securities portfolio. Our current municipal securities have a weighted average maturity of 8.1325 years. These securities often provide slightly higher after-tax yields than U.S. government and agency securities and mortgage-backed securities, but are not as liquid as other investments, so we typically maintain investments in municipal securities, to the extent appropriate, for generating returns in our investment portfolio.

Government-sponsored Mortgage-Backed Securities. At December 31, ~~2022~~2023, we had government-sponsored mortgage-backed securities totaling $6491.30 million, which constituted 5683.10% of our securities portfolio. Mortgage-backed securities are securities issued in the secondary market that are collateralized by pools of mortgages. Certain types of mortgage-backed securities are commonly referred to as “pass-through” certificates because the principal and interest of the underlying loans is “passed through” to investors, net of certain costs, including servicing and guarantee fees. We invest primarily in mortgage-backed securities backed by one- to four-family mortgages. All of our mortgage-backed securities are either backed by Ginnie Mae, a U.S. government agency, the SBA, or government-sponsored enterprises, such as Fannie Mae and Freddie Mac.

Residential and commercial mortgage-backed securities issued by U.S. government agencies and government-sponsored enterprises are more liquid than individual mortgage loans because there is an active trading market for such securities. In addition, residential and commercial mortgage-backed securities may be used to collateralize our borrowings with the Federal Home Loan and the Federal Reserve Banks. Investments in residential and commercial mortgage-backed securities involve a risk that actual payments will be greater or less than the prepayment rate estimated at the time of purchase, which may require adjustments to the amortization of any premium or accretion of any discount relating to such interests, thereby affecting the net yield on our securities. Current prepayment speeds determine whether prepayment estimates require modification that could cause amortization or accretion adjustments.

Asset-backed Securities. At December 31, ~~2022~~2023, we had asset-backed securities comprised of pools of student loans totaling $43.56 million, which constituted 3.93% of our securities portfolio, and had a weighted average maturity of 1312.6871 years. All of our asset-backed securities are investment grade and have interest rates tied to an index (~~LIBOR~~SOFR). ~~See “Risk Factors - Other Risks Related to Our Business - We will be required to transition from the use of the LIBOR interest rate index in the future.”~~

Certificates of Deposit. At December 31, 2022, we had certificates of deposit totaling $1.4 million, which constituted 1.2% of our securities portfolio, and had a weighted average maturity of 1.35 years. While these securities generally provide lower yields than other investments in our securities investment portfolio, we maintain these investments, to the extent we deem appropriate, for liquidity purposes.

~~Federal~~Certificates ~~Home~~of ~~Loan Bank Stock~~Deposit. WeAt ~~held~~December ~~common~~31, ~~stock~~2023, ofwe ~~the~~had ~~Federal~~certificates ~~Home Loan Bank~~ of ~~Chicago~~deposit intotaling ~~connection~~$737,000, ~~with~~which ~~our~~constituted ~~borrowing activities totaling $3~~0.47% ~~million~~of atour ~~December~~securities 31portfolio, ~~2022.~~and ~~The~~had ~~Federal~~a ~~Home~~weighted ~~Loan~~average ~~Bank~~maturity of ~~Chicago~~0.38 ~~common~~years. While ~~stock~~these issecurities ~~carried~~generally atprovide ~~cost.~~lower Weyields ~~may~~than beother ~~required~~investments toin ~~purchase~~our ~~additional~~securities ~~Federal~~investment ~~Home~~portfolio, ~~Loan~~we ~~Bank~~maintain ofthese ~~Chicago~~investments, ~~stock~~to ifthe extent we ~~increase~~deem ~~borrowings~~appropriate, infor ~~the~~liquidity ~~future~~purposes.

~~Bank-Owned~~Federal ~~Life~~Home ~~Insurance~~Loan Bank Stock. We ~~invest~~held incommon ~~bank-owned~~stock ~~life~~of ~~insurance~~the toFederal ~~provide~~Home usLoan ~~with~~Bank ~~a funding source for certain~~ of ~~our~~Chicago ~~benefit plan obligations, to provide for the potential loss~~ in ~~revenue~~connection ~~and replacement costs associated~~ with ~~the~~our ~~loss~~borrowing ofactivities atotaling ~~key~~$4.2 ~~member~~million ofat ~~the~~December ~~management~~31, ~~team~~2023. ~~and~~The ~~provide~~Federal ~~supplemental~~Home ~~death~~Loan ~~benefits to key personnel.~~ Bank~~-owned~~ ~~life~~of ~~insurance~~Chicago ~~also~~common ~~generally~~stock ~~provides~~is uscarried ~~non-interest~~at ~~income that is non-taxable~~cost. AtWe ~~December~~may ~~31,~~be ~~2022,~~required ~~our~~to ~~balance~~purchase inadditional ~~bank-owned~~Federal ~~life~~Home ~~insurance~~Loan ~~totaled~~Bank ~~$14.3 million and was issued by two insurance companies, each~~ of ~~which~~Chicago ~~was~~stock ~~rated~~if ~~AA+~~we byincrease ~~Standard~~borrowings &in ~~Poor’s~~the future.

Bank-Owned Life Insurance. We invest in bank-owned life insurance to provide us with a funding source for certain of our benefit plan obligations, to provide for the potential loss in revenue and replacement costs associated with the loss of a key member of the management team and provide supplemental death benefits to key personnel. Bank-owned life insurance also generally provides us non-interest income that is non-taxable. At December 31, 2023, our balance in bank-owned life insurance totaled $14.0 million and was issued by two insurance companies, each of which was rated AA+ by Standard & Poor’s.

Sources of Funds

General. Deposits have traditionally been our primary source of funds for use in lending and investment activities. We also use borrowings, primarily Federal Home Loan Bank of Chicago advances, to supplement cash flow needs, lengthen the maturities of liabilities for interest rate risk purposes and to manage the cost of funds. In addition, we receive funds from scheduled loan payments, loan and mortgage-backed securities prepayments, maturities and calls of available-for-sale securities, retained earnings and income on earning assets. While scheduled loan payments and income on earning assets are relatively stable sources of funds, deposit inflows and outflows can vary widely and are influenced by prevailing interest rates, market conditions and levels of competition.

Deposits. Our deposits are generated primarily from residents within our primary market area. We offer a selection of deposit accounts, including non-interest-bearing checking accounts, interest-bearing checking accounts, money market accounts, statement savings, health savings and certificates of deposit. Deposit account terms vary, with the principal differences being the minimum balance required, the amount of time the funds must remain on deposit and the interest rate. At December 31, ~~2022~~2023, our core deposits, which are deposits other than certificates of deposit, were $~~308~~242.25 million, representing 7960.51% of total deposits. As part of our business strategy, we intend to continue our effort to increase our core deposits.

Interest rates, maturity terms, service fees and withdrawal penalties are established on a periodic basis. Deposit rates and terms are based primarily on current operating strategies and market rates, liquidity requirements, rates paid by competitors and growth goals. The flow of deposits is influenced significantly by general economic conditions, changes in interest rates and competition. The variety of deposit accounts that we offer allows us to be competitive in generating deposits and to respond with flexibility to changes in our customers’ demands. Our ability to gather deposits is impacted by the competitive market in which we operate, which includes numerous financial institutions of varying sizes offering a wide range of products. We believe that deposits are a stable source of funds, but our ability to attract and maintain deposits at favorable rates will be affected by market conditions, including competition and prevailing interest rates.

Our strategy is to not be the market leader in overall pricing for deposits. We find it more profitable to concentrate on specific special rate and term accounts, which allows us to add accounts without impacting our overall liability costs for existing accounts. We concentrate on odd-month, longer term certificates and larger minimum balance non-maturity deposits to generate new funds. Additionally, we have an established Treasury Management department, which concentrates on gathering deposits from both existing commercial loan clients and new commercial prospects. We anticipate that Treasury Management activities will continue to have a positive impact on lower cost deposits and will aid in retaining full-service clients.

The following tables set forth the distribution of total deposit accounts, by account type, for the periods indicated.

	2022								2021
	2023								2022
	Amount		Percent			Rate			Amount		Percent			Rate
	(Dollars in thousands)
Noninterest-bearing checking accounts	$	92,465		23.8	%		0.00	%	$	106,664		27.7	%		0.00	%
Noninterest-bearing checking	$	78,476		19.4	%		0.00	%	$	92,465		23.8	%		0.00	%
Negotiable order of withdrawal accounts		32,514		8.4	%		0.21	%		37,467		9.7	%		0.10	%
Interest bearing checking		28,899		7.2	%		0.89	%		32,514		8.4	%		0.21	%
Money market accounts		121,215		31.3	%		0.59	%		94,823		24.7	%		0.27	%
Money market		88,687		22.0	%		2.06	%		121,215		31.3	%		0.59	%
Savings accounts		61,969		16.0	%		0.05	%		64,954		16.9	%		0.05	%
Statement savings		46,473		11.5	%		0.05	%		61,969		16.0	%		0.05	%
Certificates of deposit (1)		79161,~~558~~148		2039.59	%		03.5542	%		8079,~~593~~558		2120.05	%		0.55	%
Total	$	~~387~~403,~~721~~683		100.0	%		01.2769	%	$	~~384~~387,~~501~~721		100.0	%		0.2227	%

(1)

We had no brokered deposits as of December 31, ~~2022~~2023 or December 31, ~~2021~~2022.

As of December 31, 2022, the amount of total uninsured deposits (i.e., deposits that exceeded the $250,000 FDIC insurance limit) was $140.4 million, or 36.2% of total deposits. As of December 31, 2021, the amount of total uninsured deposits was $153.2 million, or 39.8% of total deposits.

~~The~~As ~~amount~~ of ~~time~~December ~~deposits~~31, in2023, ~~excess~~the amount of ~~the~~total ~~FDIC~~uninsured ~~insurance~~deposits ~~limit~~(i.e., ~~all~~deposits ofthat ~~which~~exceeded ~~are~~the ~~certificates~~$250,000 ofFDIC ~~deposits,~~insurance limit) was $8106.49 million, or 1026.65% of total ~~time~~ deposits. asAs of December 31, 2022, the amount of total uninsured deposits was $140.4 million, or 36.2% of total deposits.

The ~~following~~amount ~~table~~of ~~indicates~~time deposits in excess of the ~~amount~~FDIC insurance limit, all of ~~time~~which are certificates of deposits, inwas ~~uninsured~~$29.8 ~~accounts~~million, byor ~~time~~18.5% ~~remaining~~of ~~until~~total ~~maturity~~time atdeposits as of December 31, ~~2022~~2023.

Maturity Period	Dollar Amount
	(Dollars in thousands)
At December 31, 2022:
Three months or less	$	1,060
Over three through six months		526
Over six through twelve months		5,574
Over twelve months		1,214
Total	$	8,374

The following table indicates the amount of time deposits in uninsured accounts by time remaining until maturity at December 31, 2023.

Borrowed Funds. We have an agreement with the Federal Home Loan Bank of Chicago that allows us to participate in their credit programs. The amount that we are able to borrow is based upon the amount of capital stock that we own in the Federal Home Loan Bank of Chicago and the amount of mortgage loans that we pledge as collateral to them. Such advances may be made pursuant to several different credit programs, each of which has its own interest rate and range of maturities. We use such advances to provide funding as a supplement to our deposits. To the extent such borrowings have different repricing terms than our deposits, they can change our interest rate risk profile. At December 31, 2022, we had $71.5 million in advances from the Federal Home Loan Bank of Chicago. At December 31, 2022 our available and unused portion of this borrowing agreement totaled $100.0 million, although we may access additional advances if we purchase additional Federal Home Loan Bank of Chicago capital stock.


Maturity Period	Dollar Amount
	(Dollars in thousands)
At December 31, 2023:
Three months or less	$	5,096
Over three through six months		4,274
Over six through twelve months		16,066
Over twelve months		4,341
Total	$	29,777

~~Additionally,~~Borrowed atFunds. ~~December~~We ~~31,~~have ~~2022~~an weagreement ~~had~~with athe ~~$15~~Federal Home Loan Bank of Chicago that allows us to participate in their credit programs.0 The ~~million~~amount ~~federal~~that ~~funds~~we ~~line~~are able to borrow is based upon the amount of ~~credit~~capital ~~with~~stock that we own in the ~~BMO~~Federal ~~Harris~~Home Loan Bank of Chicago and the amount of mortgage loans that we pledge as collateral to them. Such advances may be made pursuant to several different credit programs, ~~none~~each of which ~~was~~has ~~drawn~~its atown ~~December~~interest ~~31,~~rate ~~2022~~and range of maturities. We ~~also~~use ~~had~~such advances to provide funding as a $9supplement to our deposits.1 ~~million~~To ~~line~~the ofextent ~~credit~~such atborrowings ~~the~~have ~~Federal~~different ~~Reserve~~repricing ~~based~~terms onthan ~~pledged~~our ~~commercial~~deposits, ~~real~~they ~~estate~~can ~~loans~~change ofour ~~approximately~~interest ~~$11.9~~rate ~~million~~risk atprofile. At December 31, ~~2022.~~2023, Wewe had ~~not~~$71.0 ~~drawn~~million onin advances from the Federal ~~Reserve~~Home ~~line~~Loan asBank of ~~both~~Chicago. At December 31, ~~2022~~2023 our available and ~~2021~~unused portion of this borrowing agreement totaled $100.9 million, although we may access additional advances if we purchase additional Federal Home Loan Bank of Chicago capital stock.

Additionally, at December 31, 2023 we had a $12.0 million federal funds line of credit with the BMO Harris Bank, none of which was drawn at December 31, 2023. We also had a $9.5 million line of credit at the Federal Reserve based on pledged commercial real estate loans of approximately $12.4 million at December 31, 2023. We had not drawn on the Federal Reserve line as of both December 31, 2023 and 2022.

Subsidiary and Other Activities

PyraMax Bank is the wholly owned subsidiary of the Company, which in turn has a wholly owned subsidiary, PyraMax Insurance Services LLC.

Expense and Tax Allocation

PyraMax Bank entered into a tax sharing agreement on January 8, 2019 with the Company’s predecessor to provide it with certain administrative support services for compensation at a rate not less than the fair market value of the services provided. In addition, PyraMax Bank and the Company’s predecessor entered into an agreement on January 8, 2019 to establish a method for allocating and for reimbursing the payment of their consolidated tax liability.

Personnel

As of December 31, ~~2022~~2023, we had 9379 full-time and ~~98.5~~86 full-time equivalent employees. Our employees are not represented by any collective bargaining group. Management believes that we have a good working relationship with our employees.

TAXATION

PyraMax Bank, PyraMax Insurance Services LLC and the Company are subject to federal and state income taxation in the same general manner as other corporations, with some exceptions discussed below. The following discussion of federal and state taxation is intended only to summarize material income tax matters and is not a comprehensive description of the tax rules applicable to the Company, PyraMax Bank and PyraMax Insurance Services LLC.

The Company is generally no longer subject to federal tax examinations for years before 2019 and state tax examinations before 2018.

The Company is generally no longer subject to federal tax examinations for years before 2020 and state tax examinations before 2019.

Federal Taxation

Method of Accounting. For federal income tax purposes, the Company and PyraMax Bank currently report their income and expenses on the accrual method of accounting and use a tax year ending December 31 for filing their federal income tax returns. The Company and PyraMax Bank file a consolidated federal income tax return. The Small Business Protection Act of 1996 eliminated the use of the reserve method of accounting for income taxes on bad debt reserves by savings institutions. For taxable years beginning after 1995, PyraMax Bank has been subject to the same bad debt reserve rules as commercial banks. It currently utilizes the specific charge-off method under Section 166 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).

Net Operating Loss Carryovers. Under the Tax Cuts and Jobs Act, for federal losses originating in tax years after January 1, 2018, the Company is allowed an indefinite carryforward period limited to 80% of each subsequent year’s net income. At December 31, ~~2022~~2023, the Company had a federal net operating loss carryover of $1016.52 million that will begin to expire in 2030. Of this $1016.52 million, $28.53 million has no expiration due to the Tax Cuts and Jobs Act of 2017. The Company also has $~~473~~515,000 of charitable contribution carryforwards that may be applied against future taxable income and begin to expire in 2024.

As a result of our reorganization and conversion from the two-tier mutual holding company structure to a fully converted stock holding company and contemporaneous stock offering, we incurred an “ownership change” under Section 382 of the Internal Revenue Code (“Section 382”). The persons who were considered our “owners” within the three-year period before the reorganization and stock offering, i.e., the members of the Mutual Holding Company and public stockholders, owned less than 50% of the stock holding company’s common stock immediately after the reorganization. In addition, an ownership change will occur if, over a rolling three-year period, the percentage of the company stock owned by shareholders holding 5% or more of our common stock has increased by more than 50 percentage points over the lowest percentage of common stock owned by such shareholders during such three-year period.

In general, if a company incurs an ownership change under Section 382, the company’s ability to utilize its NOL carryforward to offset its taxable income becomes limited to a certain amount per year. This limitation is generally computed by multiplying the fair market value of the company immediately before the ownership change by an IRS published rate equal to the long-term tax-exempt rate for the month in which the ownership change occurs. If we are unable to offset our taxable income to the maximum permitted amount, we may incur additional income tax liability, which would adversely affect our results of operations. At this time, we do not expect the Section 382 change in ownership to have a material impact on the results of operations.

Corporate Dividends. The Company may generally exclude from its income 100% of dividends received from PyraMax Bank as a member of the same affiliated group of corporations.

State Taxation

The Company is subject to the Wisconsin corporate franchise (income) tax. Wisconsin imposes a corporate franchise tax of 7.9% on the combined taxable incomes of the members of the Company’s consolidated income tax group, which will include PyraMax Bank and PyraMax Bank Insurance Services, LLC.

~~Net~~On ~~Operating~~July ~~Loss~~5, ~~Carryovers.~~2023, the Wisconsin ~~law~~legislature ~~allows~~enacted 2023 Wisconsin Act 19 (the "Act"). The Act contains a provision that provides financial institutions with a state tax-exemption for interest, fees and penalties earned on qualifying loans. For the exemption to ~~carry~~apply, ~~forward~~the loan must be $5 million or less, for primarily a ~~Wisconsin~~business ~~net~~or ~~operating~~agricultural ~~loss~~purpose, and made to ~~the~~borrowers ~~succeeding~~residing 20or located in Wisconsin. The exemption first applies to taxable years. Atbeginning after December 31, 2022, ~~the~~and ~~Company~~applies ~~had~~to ~~Wisconsin~~loans ~~net~~on ~~operating~~the ~~loss~~books ~~carryovers~~as of ~~$20~~January 1, 2023 and to new loans made after January 1, 2023, that meet the qualifications.7 The ~~million~~Company currently projects that its Wisconsin state taxable income will ~~begin~~be tosignificantly ~~expire~~reduced and/or eliminated in ~~2024~~the future as a result of this provision. Also ~~The~~a ~~Company~~result ~~also~~of ~~has~~this provision, the Company reversed $~~476~~98,000 ofin ~~charitable~~income ~~contribution~~tax ~~carryforwards~~benefits ~~that~~which ~~may~~had bebeen ~~applied~~recorded ~~against~~during ~~future~~the ~~taxable~~first ~~income~~two quarters of 2023 and ~~begin~~increased tothe ~~expire~~valuation allowance for deferred tax assets by $1.8 million, resulting in ~~2024~~a one-time $1.9 million increase in tax expense in the third quarter of 2023.

Net Operating Loss Carryovers. Wisconsin law allows financial institutions to carry forward a Wisconsin net operating loss to the succeeding 20 taxable years. At December 31, 2023, the Company had Wisconsin net operating loss carryovers of $33.0 million that will begin to expire in 2024. The Company also has $518,000 of charitable contribution carryforwards that may be applied against future taxable income and begin to expire in 2024.

SUPERVISION AND REGULATION

General

As a federal savings bank, PyraMax Bank is subject to examination and regulation by the Office of the Comptroller of the Currency, and is also subject to ~~examination by~~ the FDIC's backup examination authority as its deposit insurer. The federal system of regulation and supervision establishes a comprehensive framework of activities in which PyraMax Bank may engage and is intended primarily for the protection of depositors and the FDIC’s Deposit Insurance Fund, and not for the protection of security holders. PyraMax Bank also is a member of and owns stock in the Federal Home Loan Bank of Chicago, which is one of the 11 regional banks in the Federal Home Loan Bank System.

Under this system of regulation, the regulatory authorities have extensive discretion in connection with their supervisory, enforcement, rulemaking and examination activities and policies, including rules or policies that: establish minimum capital levels; restrict the timing and amount of dividend payments; govern the classification of assets; provide oversight for the adequacy of credit loss reserves for regulatory purposes; and establish the timing and amounts of assessments and fees. Moreover, as part of their examination authority, the banking regulators assign numerical ratings to banks and savings associations relating to capital, asset quality, management, liquidity, earnings, interest rate sensitivity and other factors. These ratings are inherently subjective and the receipt of a less than satisfactory rating in one or more categories may result in enforcement action by the banking regulators against a financial institution. A less than satisfactory rating may also prevent a financial institution, such as PyraMax Bank or its holding company, from obtaining necessary regulatory approvals to access the capital markets, pay dividends, acquire other financial institutions or establish new branches.

21In addition, we must comply with significant anti-money laundering and anti-terrorist financing laws and regulations, Community Reinvestment Act laws and regulations, and fair lending laws and regulations. Many financial “consumer protection” statutes are implemented by regulations issued by the Consumer Financial Protection Bureau. For federal savings banks of PyraMax Bank’s asset size, compliance with such statutes and regulations is determined by the Office of the Comptroller of the Currency through its examinations. Government agencies have the authority to impose monetary penalties and other sanctions on institutions that fail to comply with these laws and regulations, which could significantly affect our business activities, including our ability to acquire other financial institutions or expand our branch network.

restrict the timing and amount of dividend payments; govern the classification of assets; provide oversight for the adequacy of loan loss reserves for regulatory purposes; and establish the timing and amounts of assessments and fees. Moreover, as part of their examination authority, the banking regulators assign numerical ratings to banks and savings institutions relating to capital, asset quality, management, liquidity, earnings, interest rate sensitivity and other factors. These ratings are inherently subjective and the receipt of a less than satisfactory rating in one or more categories may result in enforcement action by the banking regulators against a financial institution. A less than satisfactory rating may also prevent a financial institution, such as PyraMax Bank or its holding company, from obtaining necessary regulatory approvals to access the capital markets, pay dividends, acquire other financial institutions or establish new branches.

In addition, we must comply with significant anti-money laundering and anti-terrorism laws and regulations, Community Reinvestment Act laws and regulations, and fair lending laws and regulations. Many financial “consumer protection” statutes are implemented by regulations issued by the Consumer Financial Protection Bureau. For federal savings banks of PyraMax Bank FSB’s asset size, compliance with such statutes and regulations is determined by the Office of the Comptroller of the Currency through its examinations. Government agencies have the authority to impose monetary penalties and other sanctions on institutions that fail to comply with these laws and regulations, which could significantly affect our business activities, including our ability to acquire other financial institutions or expand our branch network.

As a savings and loan holding company, the Company is required to comply with the rules and regulations of the Federal Reserve Board. It is required to file certain reports with the Federal Reserve Board and is subject to examination by and the enforcement authority of the Federal Reserve Board. The Company is also subject to the rules and regulations of the Securities and Exchange Commission under the federal securities laws.

Any change in applicable laws or regulations, whether by the Office of the Comptroller of the Currency, the FDIC, the Federal Reserve Board, the Securities and Exchange Commission or Congress, could have a material adverse impact on the operations and financial performance of the Company and PyraMax Bank.

Set forth below is a brief description of material regulatory requirements that are or will be applicable to PyraMax Bank and the Company. The description is limited to certain material aspects of the statutes and regulations addressed, and is not intended to be a complete description of such statutes and regulations and their effects on PyraMax Bank and the Company.

Federal Banking Regulation

Business Activities. A federal savings bank derives its lending and investment powers from the Home Owners’ Loan Act, as amended, and applicable federal regulations. Under these laws and regulations, PyraMax Bank may generally invest in mortgage loans secured by residential real estate without an aggregate limit and may invest in commercial real estate, commercial and industrial, and consumer loans, certain types of debt securities and certain other assets, subject to applicable limits. PyraMax Bank may also establish, subject to specified investment limits, “operating subsidiaries” that engage in activities permitted for PyraMax itself, and service corporation subsidiaries that may engage in certain activities not otherwise permissible for PyraMax Bank, including real estate investment and securities and insurance brokerage.

Effective July 1, 2019, the Office of the Comptroller of the Currency issued a final rule implementing a section of the Economic Growth, Regulatory Relief and Consumer Protection Act (“EGRRCPA”) which permits an eligible federal savings bank with assets of $20.0 billion or less as of December 31, 2017 to elect to operate with the business powers of a national bank, generally subject to the same limitations and restrictions, without converting to a national bank charter. A federal savings bank that makes the so-called “covered savings association” election must divest any activities or investments that are not permitted for a national bank. PyraMax Bank had not made such an election as of December 31, ~~2022~~2023.

Capital Requirements. Federal regulations require federally insured depository institutions to meet several minimum capital standards: a common equity Tier 1 capital to risk-based assets ratio of 4.5%, a Tier 1 capital to risk-based assets ratio of 6.0%, a total capital to risk-based assets ratio of 8.0%, and a 4.0% Tier 1 capital to total assets leverage ratio.

In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets above the amount necessary to meet its minimum risk-based capital requirements.

EGRRCPA required the federal banking agencies, including the Office of the Comptroller of the Currency, to establish a “community bank leverage ratio” of between 8% and 10% for institutions with assets of less than $10 billion. Institutions with a capital level at or exceeding the ratio and otherwise meeting the specified requirements, and electing the alternative framework, are considered to comply with the applicable regulatory capital requirements, including the risk-based requirements. Final rules issued by the agencies established the community bank leverage ratio at 9% Tier 1 capital to total average assets, effective January 1, 2020. A qualifying institution may opt in and out of the community bank leverage ratio framework on its quarterly call report. An institution that temporarily ceases to meet any qualifying criteria is provided with a two-quarter grace period to regain compliance. Failure to meet the qualifying criteria within the grace period or maintain a leverage ratio of 8% or greater requires the institution to comply with the generally applicable regulatory capital requirements.

22In 2020, the CARES Act lowered the community bank leverage ratio to 8%. The community bank leverage ratio was increased to 8.5% for calendar year 2021 and to 9% thereafter. The Company did not opt in to the community bank leverage ratio framework for the year ended December 31, 2023.

~~considered~~At toDecember ~~comply with the applicable regulatory capital requirements~~31, ~~including the risk-based requirements. Final rules issued by the agencies established the community bank leverage ratio at 9% Tier 1 capital to total average assets~~2023, ~~effective~~PyraMax ~~January~~Bank 1,exceeded ~~2020.~~all A qualifying institution may opt in and out of the community bank leverage ratio framework on its quarterly call report. An institution that temporarily ceases to meet any qualifying criteria is provided with a two-quarter grace period to regain compliance. Failure to meet the qualifying criteria within the grace period or maintain a leverage ratio of 8% or greater requires the institution to comply with the generally applicable ~~regulatory~~ capital requirements.

InLoans-to-One ~~2020~~Borrower. Generally, ~~the~~a ~~CARES~~federal ~~Act~~savings ~~lowered~~bank ~~the~~may ~~community~~not ~~bank~~make ~~leverage~~a ~~ratio~~loan or extend credit to ~~8%.~~a ~~The~~single ~~community~~or ~~bank~~related ~~leverage~~group ~~ratio~~of ~~was~~borrowers ~~increased~~in toexcess ~~8.5~~of 15% ~~for~~of ~~calendar~~unimpaired ~~year~~capital ~~2021~~ and surplus. An additional amount may be loaned, equal to 910% ~~thereafter.~~of ~~The~~unimpaired ~~Company~~capital ~~did~~and ~~not~~surplus, ~~opt~~if inthe toexcess ~~the~~is ~~community~~secured ~~bank~~by ~~leverage~~readily ~~ratio~~marketable ~~framework~~collateral, ~~for~~which ~~the~~generally ~~year~~does ~~ended~~not include real estate. At December 31, ~~2022~~2023, PyraMax Bank was in compliance with the loans-to-one borrower limitations.

At December 31, 2022, PyraMax Bank exceeded all applicable capital requirements.

Loans-to-One Borrower. Generally, a federal savings bank, including a covered savings association, may not make a loan or extend credit to a single or related group of borrowers in excess of 15% of unimpaired capital and surplus. An additional amount may be loaned, equal to 10% of unimpaired capital and surplus, if the excess is secured by readily marketable collateral, which generally does not include real estate. At December 31, 2022, PyraMax Bank was in compliance with the loans-to-one borrower limitations.

Capital Distributions. Federal regulations govern capital distributions by a federal savings bank, which include cash dividends and other transactions charged to the savings bank’s capital account. A federal savings bank must file an application with the Office of the Comptroller of the Currency for approval of a capital distribution if:

• the total capital distributions for the applicable calendar year exceed the sum of the savings bank’s net income for that year to date plus the savings bank’s retained net income for the preceding two years;

• the savings bank would not be at least adequately capitalized following the distribution;

• the distribution would violate any applicable statute, regulation, agreement or regulatory condition; or

• the savings bank is not eligible for expedited treatment of its filings, generally due to an unsatisfactory CAMELS rating or being subject to a cease-and-desist order or formal written agreement that requires action to improve the institution’s financial condition.

Even if an application is not otherwise required, every savings bank that is a subsidiary of a savings and loan holding company, such as PyraMax Bank, must still file a notice with the Federal Reserve Board at least 30 days before the board of directors declares a dividend or approves a capital distribution.

A notice or application related to a capital distribution may be disapproved if:

• the federal savings bank would be undercapitalized following the distribution;

• the proposed capital distribution raises safety and soundness concerns; or

• the capital distribution would violate a prohibition contained in any statute, regulation or agreement.

In addition, the Federal Deposit Insurance Act generally provides that an insured depository institution may not make any capital distribution if, after making such distribution, the institution would fail to meet any applicable regulatory capital requirement. A federal savings bank also may not make a capital distribution that would reduce its regulatory capital below the amount required for the liquidation account established in connection with its conversion to stock form.

Community Reinvestment Act and Fair Lending Laws. All insured depository institutions have a responsibility under the Community Reinvestment Act and related regulations to help meet the credit needs of their communities, including low- and moderate-income borrowers. The Office of the Comptroller of the Currency is required to assess ~~the~~a federal savings bank’s record of compliance with the Community Reinvestment Act. A savings bank’s failure to comply with the provisions of the Community Reinvestment Act could, at a minimum, result in denial of certain corporate applications such as branches or mergers, or in restrictions on its activities. In addition, the Equal Credit Opportunity Act and the Fair Housing Act prohibit lenders from discriminating in their lending practices. The failure to comply with the Equal Credit Opportunity Act and the Fair Housing Act could result in enforcement actions by the Office of the Comptroller of the Currency, as well as other federal regulatory agencies and the Department of Justice.

In June 2020, the Office of the Comptroller of the Currency issued a final rule clarifying and expanding the activities that qualify for Community Reinvestment Act credit and, according to the agency, seeking to create a more consistent and objective method for evaluating Community Reinvestment Act performance. The final rule was effective October 1, 2020, but compliance with certain of the revised requirements is not mandatory for institutions of PyraMax Bank’s asset size until January 1, 2024.

Reinvestment Act could, at a minimum, result in denial of certain corporate applications such as branches or mergers, or in restrictions on its activities. The Community Reinvestment Act requires all institutions insured by the FDIC to publicly disclose their rating. PyraMax Bank received an “Outstanding” Community Reinvestment Act rating in its most recent federal examination.

~~Transactions~~On ~~with~~October ~~Related~~24, ~~Parties.~~2023, Anthe ~~insured~~Office ~~depository~~of ~~institution’s~~the ~~authority~~Comptroller toof ~~engage~~the inCurrency ~~transactions with its affiliates is limited by Sections 23A~~ and ~~23B of~~ the ~~Federal~~other ~~Reserve Act and~~ federal ~~regulation.~~banking Anagencies ~~affiliate~~issued ~~is generally~~ a ~~company~~final ~~that~~rule ~~controls,~~to orstrengthen isand ~~under~~modernize ~~common~~the ~~control~~Community ~~with,~~Reinvestment anAct ~~insured~~regulations. Under ~~depository~~the ~~institution~~final ~~such~~rule, asbanks ~~PyraMax~~with ~~Bank,~~assets ~~FSB.~~of ~~The~~less ~~Company~~than is$600 anmillion ~~affiliate~~as of ~~PyraMax~~December ~~Bank~~31 ~~because~~in ofeither ~~its control~~ of ~~PyraMax~~the ~~Bank.~~prior Intwo ~~general,~~calendar ~~transactions~~years ~~between~~will anbe ~~insured~~a ~~depository~~“small ~~institution~~bank.” Small ~~and~~banks ~~its~~will ~~affiliates~~be ~~are~~ subject to ~~certain~~either ~~quantitative~~the ~~limits~~current ~~and collateral requirements. In addition, federal~~ regulations’ ~~prohibit~~small ~~a savings~~ bank ~~from~~ lending totest ~~any~~or, ofat ~~its~~the ~~affiliates~~banks’ ~~that~~option, ~~are~~the ~~engaged~~Retail inLending ~~activities~~Test ~~that~~set ~~are~~out ~~not~~in ~~permissible~~the ~~for~~new ~~bank~~regulations. ~~holding~~The ~~companies~~applicability ~~and~~date ~~from~~for ~~purchasing~~ the ~~securities~~majority of ~~any~~the ~~affiliate,~~provisions ~~other~~in ~~than~~the anew ~~subsidiary.~~Community ~~Finally,~~Reinvestment ~~transactions~~Act ~~with~~regulations ~~affiliates~~is ~~must~~January be1, ~~consistent~~2026, ~~with safe~~ and ~~sound~~additional ~~banking~~requirements ~~practices,~~will ~~not involve the purchase of low-quality assets and~~ be applicable on ~~terms~~January ~~that~~1, ~~are as favorable to the institution as comparable transactions with non-affiliates~~2027.

~~PyraMax~~In ~~Bank’s~~addition, ~~authority~~the toEqual ~~extend~~Credit ~~credit~~Opportunity toAct ~~its~~and ~~directors,~~the ~~executive~~Fair ~~officers~~Housing ~~and~~Act ~~10%~~prohibit ~~stockholders,~~lenders asfrom ~~well~~discriminating asin totheir ~~entities~~lending ~~controlled~~practices. byThe ~~such~~failure ~~persons,~~to iscomply ~~currently~~with ~~governed by~~ the ~~requirements~~Equal ofCredit ~~Sections~~Opportunity ~~22(g)~~Act and ~~22(h) of~~ the ~~Federal~~Fair ~~Reserve~~Housing Act ~~and~~could ~~Regulation~~result Oin ofenforcement actions by the ~~Federal~~Office ~~Reserve~~of ~~Board.~~the ~~Among~~Comptroller ~~other~~of ~~things~~the Currency, ~~these~~as ~~provisions~~well ~~generally~~as ~~require~~other ~~that~~federal ~~extensions~~regulatory ofagencies ~~credit~~and tothe ~~insiders:~~Department of Justice.

~~• be~~Transactions ~~made~~with onAffiliates. ~~terms~~An ~~that~~insured ~~are~~depository ~~substantially~~institution’s authority to engage in transactions with its affiliates is limited by Sections 23A and 23B of the ~~same~~Federal Reserve Act and implementing regulation, Regulation W. An affiliate generally includes a company that controls, or is under common control with, an insured depository institution such as PyraMax Bank. The Company is an affiliate of PyraMax Bank because it controls PyraMax Bank. In general, “covered transactions” between an insured depository institution and ~~follow~~its ~~credit~~affiliates, ~~underwriting~~as ~~procedures~~defined ~~that~~by Section 23A and Regulation W, are subject to certain quantitative limits and collateral requirements, must be consistent with safe and sound banking practices, and not ~~less~~involve ~~stringent~~the ~~than~~purchase of low-quality assets. Under Section 23B and Regulation W, transactions with affiliates, including “covered transactions,” must be on terms and under circumstances that are substantially the same, or at least as favorable to, the institution, as those prevailing at the time for comparable transactions with ~~unaffiliated~~or ~~persons~~involving ~~and~~non-affiliates. In addition, Regulation W prohibits a federal savings bank from lending to any of its affiliates that doare engaged in activities that are not ~~involve~~permissible ~~more~~for ~~than~~bank ~~the~~holding ~~normal~~companies, ~~risk~~and offrom ~~repayment~~purchasing or ~~present~~investing in the securities of any affiliate, other ~~unfavorable~~than ~~features;~~a ~~and~~subsidiary.

~~• not~~Loans ~~exceed~~to ~~certain~~Insiders. ~~limitations~~PyraMax onBank’s ~~the~~authority ~~amount~~to ofextend credit ~~extended~~to its and its affiliates’ directors, executive officers and 10% stockholders (insiders), as well as to entities controlled by such persons (insiders’ related interests), ~~individually~~is governed by the requirements of Sections 22(g) and in22(h) of the ~~aggregate,~~Federal ~~which~~Reserve ~~limits~~Act ~~are~~and ~~based,~~implementing inRegulation ~~part~~O. Among other things, onthese ~~the~~provisions ~~amount~~generally require that extensions of ~~PyraMax~~credit ~~Bank’s~~to ~~capital.~~insiders and their related interests:

In• be ~~addition,~~made ~~extensions~~on ofterms ~~credit~~that inare ~~excess~~substantially ofthe ~~certain~~same ~~limits~~as, ~~must~~and befollow ~~approved~~credit byunderwriting ~~PyraMax~~procedures ~~Bank’s~~that ~~board~~are ofnot ~~directors.~~less ~~Extensions~~stringent ofthan, ~~credit~~those toprevailing ~~executive~~for ~~officers~~comparable ~~are~~transactions ~~subject~~with tounaffiliated ~~additional~~persons, ~~limits~~and ~~based~~not oninvolve more than the ~~type~~normal risk of ~~extension~~repayment ~~involved.~~or present other unfavorable features; and

~~Enforcement.~~• not ~~The~~exceed ~~Office~~certain oflimitations on the ~~Comptroller~~amount of ~~the~~credit ~~Currency~~extended ~~has primary enforcement responsibility over federal savings banks and has authority~~ to ~~bring~~such ~~enforcement action against all “institution-affiliated parties~~persons,” ~~including~~individually ~~directors, officers, stockholders, attorneys, appraisers~~ and ~~accountants who knowingly or recklessly participate~~ in ~~wrongful action likely to have an adverse effect on a federal savings bank. Formal enforcement action by~~ the Office of the Comptroller of the Currency may range from the issuance of a capital directive or cease and desist order to removal of officers and/or directors of the institution and the appointment of a receiver or conservator. Civil penalties cover a wide range of violations and actionsaggregate, ~~and~~which ~~range~~limits upare ~~to $25~~based,~~000~~ ~~per~~in ~~day~~part, ~~unless~~on ~~a finding of reckless disregard is made, in which case penalties may be as high as $1.0 million per day. The Federal Deposit Insurance Corporation also has~~ the ~~authority~~amount ~~to terminate deposit insurance or recommend to the Office~~ of ~~the~~PyraMax ~~Comptroller~~Bank’s ofunimpaired ~~the~~capital ~~Currency~~and ~~that~~unimpaired ~~enforcement action be taken with respect to a particular federal savings bank~~surplus. ~~If such action is not taken, the Federal Deposit Insurance Corporation has authority to take the action under specified circumstances.~~

~~Standards~~In ~~for Safety and Soundness. Federal law requires each federal banking agency to prescribe certain standards for all insured depository institutions. These standards relate to~~addition, ~~among~~extensions ~~other~~of ~~things, internal controls, information systems and audit systems, loan documentation,~~ credit ~~underwriting,~~in ~~interest~~excess ~~rate~~of ~~risk~~certain ~~exposure,~~limits ~~asset~~must ~~growth,~~be ~~compensation~~approved ~~and~~in ~~other~~advance operational and managerial standards as the agency deems appropriate. Interagency guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. If the appropriate federal banking agency determines that an institution fails to meet any standard prescribed by ~~the~~a ~~guidelines,~~majority ~~the~~of ~~agency~~PyraMax ~~may~~Bank’s ~~require~~board ~~the~~of ~~institution to submit to the agency an acceptable plan to achieve compliance with the standard~~directors. IfExtensions anof ~~institution~~credit ~~fails~~ to ~~meet~~executive ~~these~~officers ~~standards,~~are ~~the~~subject ~~appropriate federal banking agency may require the institution~~ to ~~implement~~additional anlimits ~~acceptable~~based ~~compliance~~on ~~plan. Failure to implement such a plan can result in further enforcement action, including~~ the ~~issuance~~type of aextension ~~cease and desist order or the imposition of civil money penalties~~involved.

~~Branching~~Enforcement. AThe ~~federal~~Office ~~savings~~of ~~bank~~the ~~that~~Comptroller of the Currency has ~~not~~primary ~~elected~~enforcement ~~“covered~~responsibility ~~savings~~over ~~association”~~federal ~~status~~savings ~~generally~~banks and has authority to ~~establish~~bring ~~branches~~enforcement actions against all “institution-affiliated parties,” including directors, officers, employees, and stockholders, as well as attorneys, appraisers and accountants who knowingly or recklessly participate in ~~any~~specified ~~state~~misconduct which causes or ~~states~~is likely to cause loss or an adverse effect on a federal savings bank. Formal enforcement actions by the Office of the ~~United~~Comptroller ~~States~~of the Currency may range from the issuance of a capital directive or cease and ~~its~~desist ~~territories~~order to removal of officers and/or directors of the institution and the appointment of a receiver or conservator. ~~Such~~Civil money penalties cover a wide range of violations and practices and can be assessed for each day such violation or practice continues, in amounts adjusted annually for inflation. The FDIC also has the authority isto ~~subject~~terminate deposit insurance or recommend to the Office of the Comptroller of the Currency ~~approval~~that ~~for~~enforcement ~~new~~action ~~branches~~be taken with respect to a particular federal savings bank. If such action is not taken, the FDIC has authority to take the action under specified circumstances.

~~Prompt~~Standards ~~Corrective~~for ~~Action~~Safety and Soundness. Federal law requires, ~~among~~each ~~other~~federal ~~things,~~banking ~~that~~agency ~~federal~~to ~~bank~~prescribe ~~regulators~~certain ~~take~~standards ~~“prompt~~for ~~corrective~~all ~~action”~~insured ~~with~~depository ~~respect~~institutions. toThese ~~institutions~~standards ~~that~~relate doto, ~~not~~among ~~meet~~other ~~minimum~~things, ~~capital~~internal ~~requirements.~~controls, ~~For~~information ~~this~~systems ~~purpose~~and audit systems, ~~the~~loan ~~law~~documentation, ~~establishes~~credit ~~five~~underwriting, ~~capital~~interest ~~categories:~~rate ~~well~~risk ~~capitalized~~exposure, ~~adequately~~asset ~~capitalized~~growth, ~~undercapitalized,~~compensation ~~significantly~~and ~~undercapitalized~~other operational and ~~critically~~managerial ~~undercapitalized~~standards as the agency deems appropriate. ~~Under~~Interagency ~~applicable~~guidelines ~~regulations,~~set anforth ~~institution~~the issafety ~~deemed~~and soundness standards that the federal banking agencies use to beidentify ~~“well~~and ~~capitalized”~~address ifproblems itat ~~has~~insured adepository ~~total~~institutions ~~risk-based~~before capital ~~ratio~~becomes ~~of 10~~impaired.0% orIf ~~greater,~~the aappropriate ~~Tier~~federal 1banking ~~risk-based~~agency ~~capital~~determines ~~ratio~~that ofan ~~8.0%~~institution orfails ~~greater~~to meet any standard prescribed by the guidelines, athe ~~leverage~~agency ~~ratio~~may ofrequire ~~5.0%~~the orinstitution ~~greater~~to ~~and~~submit ato ~~common~~the ~~equity~~agency ~~Tier~~an 1acceptable ~~ratio~~plan ofto ~~6.5%~~achieve orcompliance ~~greater~~with the standard. AnIf an institution isfails ~~“adequately~~to ~~capitalized”~~meet ifthese itstandards, ~~has~~the aappropriate ~~total~~federal ~~risk-based~~banking ~~capital~~agency ~~ratio~~may ofrequire ~~8.0%~~the orinstitution ~~greater,~~to aimplement ~~Tier~~an 1acceptable

~~risk-based~~compliance ~~capital ratio of 6~~plan.0% orFailure greater, a leverage ratio of 4.0% or greater and a common equity Tier 1 ratio of 4.5% or greater. An institution is “undercapitalized” if it has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a leverage ratio of less than 4.0% or a common equity Tier 1 ratio of less than 4.5%. An institution is deemed to beimplement ~~“significantly~~such ~~undercapitalized” if it has~~ a ~~total~~plan ~~risk-based~~can ~~capital~~result ~~ratio~~in offurther ~~less~~enforcement ~~than 6.0%~~action, aincluding ~~Tier~~the 1issuance ~~risk-based capital ratio~~ of ~~less than 4.0%,~~ a ~~leverage~~cease ~~ratio~~and ofdesist ~~less~~order ~~than 3.0%~~ or athe ~~common~~imposition ~~equity Tier 1 ratio~~ of ~~less~~civil ~~than~~money 3penalties.~~0%.~~ ~~An institution is considered to be “critically undercapitalized” if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2.0%.~~

At each successive lower capital category, an insured depository institution is subject to more restrictions and prohibitions, including restrictions on growth, restrictions on interest rates paid on deposits, restrictions or prohibitions on the payment of dividends, and restrictions on the acceptance of brokered depositsBranching. ~~Furthermore,~~A ~~if an insured depository institution is classified in one of the undercapitalized categories, it is required to submit a capital restoration plan to the appropriate~~ federal ~~banking~~savings ~~agency, and the holding company must guarantee the performance of that plan. Based upon its capital levels, a~~ bank that ishas ~~classified~~not aselected ~~well-capitalized,~~“covered ~~adequately~~savings ~~capitalized,~~association” orstatus ~~undercapitalized~~generally ~~may~~has beauthority ~~treated~~to asestablish ~~though~~branches ~~it were~~ in ~~the~~any ~~next~~state ~~lower~~or ~~capital~~states ~~category~~of if the ~~appropriate~~United ~~federal~~States ~~banking agency, after notice~~ and ~~opportunity~~its ~~for hearing, determines that an unsafe or unsound condition, or an unsafe or unsound practice, warrants such treatment~~territories. AnSuch ~~undercapitalized~~authority ~~bank’s compliance with a capital restoration plan~~ is ~~required~~subject to beOffice ~~guaranteed by any company that controls the undercapitalized institution in an amount equal to the lesser~~ of ~~5.0% of~~ the ~~institution’s~~Comptroller ~~total assets when deemed undercapitalized or the amount necessary to achieve the status~~ of adequately capitalized. If an “undercapitalized” bank fails to submit an acceptable plan, it is treated as if it is “significantly undercapitalized.” “Significantly undercapitalized” banks must comply with one or more additional restrictions, including a regulatory order to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets, ceasing receipt of deposits from correspondent banks, dismissal of directors or officers, and restrictions on interest rates paid on deposits, compensation of executive officers and capital distributions by the ~~parent~~Currency ~~holding~~approval ~~company.~~for ~~“Critically~~new ~~undercapitalized” institutions are subject to additional measures including, subject to a narrow exception, the appointment of a receiver or conservator within 270 days after it obtains such status~~branches.

~~The~~Prompt ~~previously~~Corrective ~~referenced~~Action. ~~final~~Federal ~~rule~~law ~~establishing~~requires, among other things, that federal bank regulators take “prompt corrective action” with respect to institutions that do not meet minimum capital requirements. For this purpose, the law establishes five capital categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. Under applicable regulations, an ~~elective~~institution is deemed to be “~~community~~well ~~bank~~capitalized” if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, a leverage ratio of 5.0% or greater and a common equity Tier 1 capital ratio of 6.5% or greater. An institution is deemed to be “adequately capitalized” ~~regulatory~~if it has a total risk-based capital ~~framework~~ratio ~~provides~~of ~~that~~8.0% or greater, a ~~qualifying~~Tier ~~institution~~1 ~~whose~~risk-based capital ~~exceeds~~ratio ~~the~~of ~~community~~6.0% ~~bank~~or greater, a leverage ratio of 4.0% or greater and ~~opts~~a tocommon ~~use~~equity ~~that~~Tier ~~framework~~1 ~~will~~capital ratio of 4.5% or greater. An institution is deemed to be ~~considered~~“undercapitalized” if it has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a leverage ratio of less than 4.0% or a common equity Tier 1 capital ratio of less than 4.5%. An institution is deemed to be “~~well~~significantly undercapitalized” if it has a total risk-~~capitalized~~based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a leverage ratio of less than 3.0% or a common equity Tier 1 capital ratio of less than 3.0%. An institution is deemed to be “critically undercapitalized” ~~for~~if ~~purposes~~it has a ratio of ~~prompt~~tangible ~~corrective~~equity ~~action~~(as defined in the regulations) to total assets that is equal to or less than 2.0%.

At ~~December~~each 31successive lower capital category, ~~2022~~an insured depository institution is subject to more restrictions and prohibitions, ~~PyraMax~~including ~~Bank~~restrictions ~~met~~on growth, restrictions on interest rates paid on deposits, restrictions or prohibitions on the ~~criteria~~payment of dividends, and restrictions on the acceptance of brokered deposits. Furthermore, if an insured depository institution is classified in one of the undercapitalized categories, it is required to submit a capital restoration plan to the appropriate federal banking agency, and the holding company must guarantee the performance of that plan. Based upon its capital levels, a bank that is classified as well capitalized, adequately capitalized, or undercapitalized may be treated as though it were in the next lower capital category if the appropriate federal banking agency, after notice and opportunity for ~~being~~a ~~considered~~hearing, determines that an unsafe or unsound condition, or an unsafe or unsound practice, warrants such treatment. An undercapitalized bank’s compliance with a capital restoration plan is required to be guaranteed by any company that controls the undercapitalized institution in an amount equal to the lesser of 5.0% of the institution’s total assets when deemed undercapitalized or the amount necessary to achieve the status of adequately capitalized. If an “~~well~~undercapitalized” bank fails to submit an acceptable capital restoration plan, it is treated as if it is “significantly undercapitalized.” “Significantly undercapitalized” banks must comply with one or more additional restrictions, including: a regulatory order to sell sufficient voting stock to become adequately capitalized; requirements to reduce total assets, cease receipt of deposits from correspondent banks, or dismiss of directors or officers; and restrictions on interest rates paid on deposits, compensation of executive officers and capital distributions by the parent holding company. “Critically undercapitalized” institutions are subject to additional measures including, subject to a narrow exception, the appointment of a receiver or conservator within 270 days after they obtain such status.

~~Insurance~~The ofpreviously ~~Deposit~~referenced ~~Accounts.~~final ~~The~~rule ~~Deposit~~establishing ~~Insurance~~an ~~Fund~~elective of“community ~~the~~bank ~~FDIC~~leverage ~~insures~~ratio” ~~deposits~~regulatory atcapital ~~FDIC-insured~~framework ~~financial~~provides ~~institutions~~that ~~such~~a asqualifying ~~PyraMax~~institution ~~Bank,~~whose ~~generally~~capital upexceeds tothe acommunity ~~maximum~~bank ofleverage ~~$250,000~~ratio ~~per~~and ~~separately~~opts ~~insured~~to ~~depositor.~~use ~~The~~that ~~FDIC~~framework ~~charges~~will ~~insured~~be ~~depository~~considered ~~institutions~~“well ~~premiums~~capitalized” tofor ~~maintain~~purposes ~~the~~of ~~Deposit~~prompt ~~Insurance~~corrective ~~Fund~~action.

At December 31, 2023, PyraMax Bank met the criteria for being considered “well capitalized.”

Insurance of Deposit Accounts. The Deposit Insurance Fund of the FDIC insures deposits at FDIC-insured financial institutions such as PyraMax Bank, generally up to a maximum of $250,000 per separately insured depositor per account ownership category. The FDIC charges insured depository institutions premiums to maintain the Deposit Insurance Fund.

Under the FDIC’s risk-based assessment system, institutions deemed less risky of failure pay lower assessments. Assessments for institutions of less than $10 billion of assets are based on financial measures and supervisory ratings derived from statistical modeling estimating the probability of an institution’s failure within three years.

The FDIC has authority to increase insurance assessments. Any significant increases would have an adverse effect on the operating expenses and results of operations of PyraMax Bank. We cannot predict what assessment rates will be in the future.

Insurance of deposits may be terminated by the FDIC upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, ~~rule,~~ order or condition imposed by the ~~Federal Deposit Insurance Corporation~~FDIC. We do not know of any practice, condition or violation that may lead to termination of our deposit insurance.

Privacy Regulations. Federal regulations generally require that PyraMax Bank disclose its privacy policy, including identifying with whom it shares a customer’s “non-public personal information,” to customers at the time of establishing the customer relationship and annually thereafter. In addition, PyraMax Bank is required to provide its customers with the ability to “opt-out” of having their personal information shared with unaffiliated third parties and not to disclose account numbers or access codes to non-affiliated third parties for marketing purposes. PyraMax Bank currently has a privacy protection policy in place and believes that such policy is in compliance with the regulations.

USA PATRIOT Act. PyraMax Bank is subject to the USA PATRIOT Act, which gives federal agencies additional powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing, and broadened anti-money laundering requirements. The USA PATRIOT Act contains provisions intended to encourage information sharing among bank regulatory agencies and law enforcement bodies and imposes affirmative obligations on financial institutions, such as enhanced recordkeeping and customer identification requirements.

~~Prohibitions~~Privacy ~~Against Tying Arrangements~~Regulations. Federal ~~savings~~regulations ~~banks~~generally ~~are~~require ~~prohibited,~~that ~~subject~~PyraMax toBank ~~some~~disclose ~~exceptions~~its privacy policy, ~~from~~including ~~extending~~identifying ~~credit~~with towhom orit ~~offering~~shares ~~any~~a ~~other~~customer’s ~~service,~~“non-public orpersonal ~~fixing~~information” orto ~~varying~~customers at the ~~consideration~~time ~~for~~of ~~such~~establishing ~~extension~~the ofcustomer ~~credit~~relationship orand ~~service~~annually thereafter. In addition, onPyraMax ~~the~~Bank ~~condition~~is ~~that~~required to provide its customers with the ~~customer~~ability ~~obtain~~to ~~some~~“opt-out” ~~additional~~of ~~service~~having ~~from~~their ~~the~~personal ~~institution~~information orshared ~~its~~with ~~affiliates~~unaffiliated orthird parties and not ~~obtain~~to ~~services~~disclose ofaccount numbers or access codes to non-affiliated third parties for marketing purposes. PyraMax Bank currently has a ~~competitor~~privacy ofprotection policy in place and believes that such policy is in compliance with the ~~institution~~regulations.

The Bank Secrecy Act, USA PATRIOT Act, and Anti-Money Laundering Regulations. PyraMax Bank must comply with the anti-money laundering provisions of the Bank Secrecy Act as amended by the USA PATRIOT Act, and implementing regulations issued by the Office of the Comptroller of the Currency and the Financial Crimes Enforcement Network of the U.S. Department of the Treasury. Together, the Bank Secrecy Act and the USA PATRIOT Act require PyraMax Bank to implement a compliance program to detect and prevent money laundering, terrorist financing, and illicit crime, to establish a customer identification program and other internal controls, conduct customer due diligence, administer training, maintain specified records, and report suspicious activity, among other things. The USA PATRIOT Act gave federal agencies additional powers to address terrorist threats through enhanced domestic security measures and expanded surveillance powers, and contained provisions intended to encourage information sharing among bank regulatory agencies and law enforcement bodies.

Prohibitions Against Tying Arrangements. Federal savings banks are prohibited, subject to some exceptions, from extending credit to or offering any other service, or fixing or varying the consideration for such extension of credit or service, on the condition that the customer obtain some additional service from the institution or its affiliates or not obtain services of a competitor of the institution or its affiliates.

Other Regulations

Interest and other charges collected or contracted for by PyraMax Bank are subject to applicable state usury laws and federal laws concerning interest rates. Loan operations are also subject to state and federal laws applicable to credit transactions, such as the:

• Home Mortgage Disclosure Act, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;

• Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;

• Fair Credit Reporting Act, governing the use and provision of information to credit reporting agencies; and

• Rules and regulations of the various federal agencies charged with the responsibility of implementing such federal laws.

The deposit operations of PyraMax Bank also are subject to, among others, the:

• Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records;

• Check Clearing for the 21st Century Act (also known as “Check 21”), which gives “substitute checks,” such as digital check images and copies made from that image, the same legal standing as the original paper check; and

• Electronic Funds Transfer Act and Regulation E promulgated thereunder, which govern automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services.

Federal Home Loan Bank System

PyraMax Bank is a member of the Federal Home Loan Bank System, which consists of 11 regional Federal Home Loan Banks. The Federal Home Loan Bank provides a central credit facility primarily for member institutions. Members of the Federal Home Loan Bank are required to acquire and hold shares of capital stock in the Federal Home Loan Bank. PyraMax Bank was in compliance with this requirement at December 31, ~~2022~~2023. Based on redemption provisions of the Federal Home Loan Bank of Chicago, the stock has no quoted market value and is carried at cost. PyraMax Bank reviews for impairment, based on the ultimate recoverability, the cost basis of the Federal Home Loan Bank of Chicago stock. At December 31, ~~2022~~2023, no impairment had been recognized.

Holding Company Regulation

The Company is a unitary savings and loan holding company subject to regulation and supervision by the Federal Reserve Board. The Federal Reserve Board has enforcement authority over the Company and its non-savings ~~institution~~association subsidiaries. Among ~~other things, this authority permits the Federal Reserve Board to restrict or prohibit activities that are determined to be a risk to PyraMax Bank.~~

As a savings and loan holding company, the Company’s activities are limited to those activities permissible by law for financial holding companies (if the Company makes an election to be treated as a financial holding company and meets the other requirements to be a financial holding company) or multiple savings and loan holding companies. The Company has no present intention to make an election to be treated as a financial holding company. A financial holding company may engage in activities that are financial in nature, incidental to financial activities or complementary to a financial activity. Such activities include lending and other activities permitted for bank holding companies under the Bank Holding Company Act, insurance and underwriting equity securities. Multiple savings and loan holding companies are authorized to engage in activities specified by federal regulation, including activities permitted for bank holding companies under Section 4(c)(8) of the Bank Holding Company Act.

Federal law prohibits a savings and loan holding company, directly or indirectly, or through one or more subsidiaries, from acquiring more than 5% of another savings institution or savings and loan holding company without prior written approval of the Federal Reserve Board, and from acquiring or retaining control of any depository institution not insured by the FDIC. In evaluating applications by holding companies to acquire savings institutions, the Federal Reserve Board must consider such factors as the

~~financial~~other ~~and managerial resources and future prospects of the company and institution involved~~things, ~~the~~this ~~effect~~authority ofpermits the ~~acquisition~~Federal onReserve ~~and~~Board ~~the risk~~ to ~~the~~restrict ~~federal~~or ~~deposit~~prohibit ~~insurance~~activities ~~fund,~~that ~~the~~are ~~convenience~~determined ~~and~~to ~~needs~~be ~~of the community and competitive factors. A savings and loan holding company may not acquire~~ a ~~savings~~risk ~~institution~~to inPyraMax another state and hold the target institution as a separate subsidiary unless it is a supervisory acquisition or the law of the state in which the target is located authorizes such acquisitions by out-of-state savings and loan holding companiesBank.

Federal law prohibits a savings and loan holding company, directly or indirectly, or through one or more subsidiaries, from acquiring more than 5% of another savings association or savings and loan holding company without prior written approval of the Federal Reserve Board, and from acquiring or retaining control of any depository institution not insured by the FDIC. In evaluating applications by holding companies to acquire savings associations, the Federal Reserve Board must consider such factors as the financial and managerial resources and future prospects of the company and institution involved, the effect of the acquisition on and the risk to the federal Deposit Insurance Fund, the convenience and needs of the community and competitive factors. A savings and loan holding company may not acquire a savings association in another state and hold the target institution as a separate subsidiary unless it is a supervisory acquisition or the law of the state in which the target is located authorizes such acquisitions by out-of-state savings and loan holding companies.

Savings and loan holding companies with less than $3 billion in consolidated assets are exempt from consolidated regulatory capital requirements, unless the Federal Reserve Board determines otherwise in particular cases.

The Federal Reserve Board has promulgated regulations implementing the “source of strength” doctrine that require holding companies, including savings and loan holding companies, to act as a source of strength to their subsidiary depository institutions by providing capital, liquidity and other support in times of financial stress.

The Federal Reserve Board has issued supervisory policies regarding the payment of dividends and the repurchase of shares of common stock by bank holding companies and savings and loan holding companies. In general, the policy provides that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the holding company appears consistent with the organization’s capital needs, asset quality and overall financial condition. Federal Reserve Board guidance provides for prior regulatory consultation with respect to capital distributions in certain circumstances, such as where the holding company’s net income for the past four quarters, net of capital distributions previously paid over that period, is insufficient to fully fund the dividend or the company’s overall rate of earnings retention is inconsistent with the company’s capital needs and overall financial condition. The ability of a holding company to pay dividends may be restricted if a subsidiary bank becomes undercapitalized. Federal Reserve Board guidance also states that a holding company should inform the Federal Reserve Board supervisory staff before redeeming or repurchasing common stock or perpetual preferred stock if the holding company is experiencing financial weaknesses or if the repurchase or redemption would result, at the end of a quarter, in a net reduction in the amount of such equity instruments outstanding compared with the beginning of the quarter in which the redemption or repurchase occurred. These regulatory policies may affect the ability of the Company to pay dividends, repurchase shares of common stock or otherwise engage in capital distributions.

Law and Regulations Relating to Change in Control ~~Regulations~~

Under the Change in Bank Control Act, no person may acquire “control” of a savings and loan holding company, such as the Company, unless the Federal Reserve Board has been given 60 days’ prior written notice and has not issued a notice disapproving the proposed acquisition, taking into consideration certain factors, including the financial and managerial resources of the acquirer and the competitive effects of the acquisition. Control, as defined under federal law and regulation, means ownership, control, of or ~~holding~~the ~~irrevocable~~power ~~proxies~~to ~~representing~~vote ~~more than~~ 25% or more of any class of voting stock, ~~control in any manner~~ of the election of a majority of the institution’s directors, or a determination by the regulator that the acquirer has the power, directly or indirectly, to exercise a controlling influence over the management or policies of the institutioncompany. There is a presumption of control upon the acquisition of 10% or more of a class of voting stock under certain circumstances, such as where the holding company involved has its shares registered under the Securities Exchange Act of 1934.

Federal Securities Laws

The Company’s common stock is registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934. The Company is subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Securities Exchange Act of 1934.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act of 2002 is intended to improve corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. We have policies, procedures and systems designed to comply with ~~these~~this Act and its implementing regulations, and we review and document such policies, procedures and systems to ensure continued compliance with ~~these~~this Act and its implementing regulations.

Emerging Growth Company Status

The Company is an emerging growth company. For as long as the Company continues to be an emerging growth company, it may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As an emerging growth company, the Company also is not subject to Section 404(b) of the Sarbanes-Oxley Act of 2002, which would require that our independent auditors review and attest as to the effectiveness of our internal control over financial reporting. We have also elected to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Such an election is irrevocable during the period a company is an emerging growth company. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As an emerging growth company, the Company also is not subject to Section 404(b) of the Sarbanes-Oxley Act of 2002, which would require that our independent auditors review and attest as to the effectiveness of our internal control over financial reporting. We have also elected to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Such an election is irrevocable during the period a company is an emerging growth company. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

The Company will cease to be an emerging growth company upon the earliest of: (i) the end of the fiscal year following the fifth anniversary of the completion of its subscription offering; (ii) the first fiscal year after our annual gross revenues are $1.235 billion (adjusted for inflation) or more; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million at the end of the second quarter of that fiscal year.

ITEM 1A. Risk Factors

Risks Related to our Lending Activities

We have a substantial amount of commercial real estate and commercial loans, and intend to continue to increase originations of these types of loans both directly and through participations. These loans involve credit risks that could adversely affect our financial condition and results of operations.

At December 31, ~~2022~~2023, commercial real estate and land development loans (which includes non-owner occupied commercial real estate, multi-family, owner occupied commercial real estate and one- to four-family non-owner-occupied real estate loans) totaled $~~210~~231.9 million, or 58.3% of our loan portfolio. Of this aggregate amount, we had $6773.9 million in non-owner occupied non-residential real estate, $7579.57 million in multi-family residential real estate, $3640.29 million in owner occupied non-residential real estate, $6.2 million in non-owner occupied residential real estate and $2531.12 million in commercial real estate construction ~~and land development~~ loans. At December 31, ~~2022~~2023, our commercial loans (which includes commercial and industrial loans) totaled $4347.79 million, or 12.10% of our loan portfolio. We intend to increase originations of these types of loans.

Given their larger balances and the complexity of the underlying collateral, commercial real estate and commercial loans generally have more risk than the one- to four-family residential real estate loans we originate. Because the repayment of commercial real estate and commercial loans depends on the successful management and operation of the borrower’s properties or related businesses, repayment of such loans can be affected by adverse conditions in the local, regional and national real estate market or economy. A downturn in the real estate market or the local, regional and national economy could adversely impact the value of properties securing the loan or the revenues from the borrower’s business, thereby increasing the risk of non-performing loans. Further, unlike residential mortgage loans, commercial real estate loans and commercial loans may be secured by collateral other than real estate, such as inventory and accounts receivable, the value of which may depreciate over time, may be more difficult to appraise or liquidate and may be more susceptible to fluctuation in value at default. In addition, the physical condition of non-owner-occupied properties may be below that of owner-occupied properties due to lax property maintenance standards, which have a negative impact on the value of the collateral properties. As our commercial real estate and commercial loan portfolios increase, and to the extent that we choose to take advantage of our greater lending limit and increase the average size of our commercial real estate loans and commercial loans, the corresponding risks and potential for losses from these loans may also increase.

Our portfolio of loans with a higher risk of loss has and is expected to increase, which may lead to additional provisions for ~~loan~~credit losses or charge-offs, which would reduce our profits or cause losses.

Our commercial real estate loan portfolio increased to $~~210~~231.9 million, or 58.3% of total loans, at December 31, ~~2022~~2023 from $~~185~~210.29 million, or 5658.83% of total loans, at December 31, ~~2021~~2022. Our commercial loan portfolio increased to $4347.79 million, or 12.10% of total loans, at December 31, ~~2022~~2023 from $3843.27 million, or 1112.71% of total loans, at December 31, ~~2021~~2022. We intend to continue our emphasis on originating commercial real estate and commercial loans. Many of these loans that we have recently put on our books have not been subjected to a prolonged period of unfavorable economic conditions. As a result, it is difficult to predict the future ~~performance of this part of our loan portfolio. These loans may have delinquency or charge-off levels above our historical experience, which could adversely affect our future performance.~~

Ifperformance ~~our~~of ~~allowance~~this ~~for~~part of our loan ~~losses~~portfolio. isThese ~~not~~loans ~~sufficient~~may tohave ~~cover~~delinquency ~~actual~~or ~~loan~~charge-off ~~losses,~~levels above our ~~earnings~~historical experience, which could ~~decrease~~adversely affect our future performance.

~~The~~If ~~Company~~our ~~adopted~~allowance afor ~~new accounting standard, referred to as Current Expected Credit Loss (CECL), effective January 1, 2023. CECL requires financial institutions to determine periodic estimates of lifetime expected~~ credit losses onis ~~loans~~not ~~and~~sufficient ~~recognize~~to ~~the~~cover ~~expected~~actual credit losses, ~~as allowances for loan losses. This represents a change from~~ our ~~previous~~earnings ~~method~~could ~~of recording allowances for loan losses that are probable~~decrease.

WeThe ~~make~~Company ~~various~~adopted ~~assumptions~~a ~~and~~new ~~judgments~~accounting ~~about the collectability of our loan portfolio~~standard, ~~including~~referred ~~the~~to ~~creditworthiness of our borrowers and the value of the real estate and other assets serving~~ as ~~collateral~~Current ~~for~~Expected ~~the~~Credit ~~repayment~~Loss ~~of many of our loans. In determining the amount of the allowance for loan losses~~(CECL), weeffective ~~review~~January ~~our loans and our loss and delinquency experience~~1, ~~and we evaluate economic conditions~~2023. CECL Ifrequires ~~our~~financial ~~assumptions~~institutions orto ~~the~~determine ~~results~~periodic estimates of ~~our~~lifetime ~~analyses~~expected ~~are~~credit ~~incorrect, our allowance for loan~~ losses ~~may not be sufficient to cover losses inherent in our loan portfolio, resulting in additions to our allowance. In addition, our emphasis~~ on ~~loan~~loans ~~growth~~ and onrecognize ~~increasing~~the ~~our~~expected ~~portfolios of commercial real estate and commercial business loans, as well as any future~~ credit ~~deterioration,~~losses ~~including~~ as aallowances ~~result of COVID-19, could require us to increase our allowance~~ for ~~loan~~credit losses ~~in the future~~. This Atrepresents ~~December~~a ~~31,~~change ~~2022,~~from our ~~allowance~~previous ~~for~~method ~~loan losses was 0.89%~~ of ~~total~~recording ~~loans~~allowances ~~and~~for ~~416.7%~~credit oflosses ~~non-performing~~that ~~loans.~~are probable.

InWe ~~addition~~make various assumptions and judgments about the collectability of our loan portfolio, ~~bank~~including ~~regulators~~the ~~periodically~~creditworthiness ~~review~~of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining the amount of the allowance for ~~loan~~credit losses, we review our loans and our loss and delinquency experience, asand awe ~~result~~evaluate economic conditions. If our assumptions or the results of ~~such~~our ~~reviews~~analyses are incorrect, weour allowance for credit losses may not be ~~required~~sufficient to ~~increase~~cover ~~our~~losses ~~provision~~inherent ~~for~~in our loan ~~losses~~portfolio, orresulting ~~recognize~~in ~~further~~additions ~~loan~~to ~~charge-offs~~our allowance. ~~Any~~In ~~increase~~addition, in our ~~allowance~~emphasis ~~for~~on loan ~~losses~~growth orand ~~loan~~on ~~charge-offs~~increasing our portfolios of commercial real estate and commercial business loans, as well as any future credit deterioration, including as a result of ~~such~~COVID-19, ~~review~~could orrequire ~~otherwise~~us ~~may~~to ~~have~~increase aour ~~material~~allowance ~~adverse~~for ~~effect~~credit onlosses in the future. At December 31, 2023, our ~~financial~~allowance ~~condition~~for credit losses was 0.94% of total loans and ~~results~~336.4% of ~~operations~~non-performing loans.

In addition, bank regulators periodically review our allowance for credit losses and, as a result of such reviews, we may be required to increase our provision for credit losses or recognize further loan charge-offs. Any increase in our allowance for credit losses or loan charge-offs as a result of such review or otherwise may have a material adverse effect on our financial condition and results of operations.

Loan participations comprise a portion of our loan portfolio and a decrease in loan participations purchased could decrease profits and growth levels.

During ~~2022~~2023, we increased our purchases of commercial real estate and commercial loan participations originated by other financial institutions, both within and outside of our primary market area, to help meet loan portfolio growth goals. ~~Loan~~The outstanding balance of loan participations purchased totaled $3134.68 million, or 8.78% of total loans, and $231.16 million, or 08.67% of total loans, at December 31, ~~2022~~2023 and ~~2021~~2022, respectively. In addition, the amount available for future draws totaled $30.7 million at December 31, 2023. Although we underwrite any loan participation as if we were originating the loan, a primary difference is that financial information is received from the lead financial institution and not directly from the borrower, and we rely on the lead lender to monitor the performance of the loan and provide information to us that we use to classify the loan and make any associated ~~loan~~credit loss provisions. If our underwriting or monitoring of these loans or the information provided to us by the lead lender is not sufficient, our non-performing loans may increase and our earnings may decrease. Additionally, in circumstances where we hold a minority participation interest, we may be bound by decisions of the lead lender or majority interest to which we would otherwise object, and may need the consent of these other parties to exercise our rights with respect to a loan. Further, because participations factor into our growth strategy, our profits and loan growth could be significantly and adversely affected if the volume of loan participations materially decreases, whether because of loan demand declines, loan payoffs, lead lenders perceiving us as a potential competitor in their respective market areas, or otherwise.

We are subject to environmental liability risk associated with lending activities or properties we own.

A significant portion of our loan portfolio is secured by real estate, and we could become subject to environmental liabilities with respect to one or more of these properties, or with respect to properties that we own in operating our business. During the ordinary course of business, we may foreclose on and take title to properties securing defaulted loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous conditions or toxic substances are found on these properties, we may be liable for remediation costs, as well as for personal injury and property damage, civil fines and criminal penalties regardless of when the hazardous conditions or toxic substances first affected any particular property. Environmental laws may require us to incur substantial expenses to address unknown liabilities and may materially reduce the affected property’s value or limit our ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability. Our policies, which require us to perform an environmental review before initiating any foreclosure action on non-residential real property, may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on us.

Risks Related to Laws and Regulations

Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and/or increase our costs of operations.

PyraMax Bank is subject to extensive regulation, supervision and examination by the Office of the Comptroller of the Currency, and the Company is subject to extensive regulation, supervision and examination by the Federal Reserve Board. Such regulation and supervision govern the activities in which an institution and its holding company may engage and are intended primarily for the protection of the federal deposit insurance fund and the depositors of PyraMax Bank, rather than for our stockholders. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets and determination of the adequacy of the level of our allowance for credit losses. These regulations, along with existing tax, accounting, securities, insurance and monetary laws, rules, standards, policies, and interpretations, control the methods by which financial institutions conduct business, implement strategic initiatives and tax compliance, and govern financial reporting and disclosures. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations. Further, changes in accounting standards can be both difficult to predict and involve judgment and discretion in their interpretation by us and our independent accounting firm. These changes could materially impact, potentially even retroactively, how we report our financial condition and results of operations.

supervision govern the activities in which an institution and its holding company may engage and are intended primarily for the protection of the federal deposit insurance fund and the depositors of PyraMax Bank, rather than for our stockholders. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets and determination of the adequacy of the level of our allowance for loan losses. These regulations, along with existing tax, accounting, securities, insurance and monetary laws, rules, standards, policies, and interpretations, control the methods by which financial institutions conduct business, implement strategic initiatives and tax compliance, and govern financial reporting and disclosures. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations. Further, changes in accounting standards can be both difficult to predict and involve judgment and discretion in their interpretation by us and our independent accounting firm. These changes could materially impact, potentially even retroactively, how we report our financial condition and results of operations.

Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.

The USA PATRIOT and Bank Secrecy Acts require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are suspected, financial institutions are obligated to file suspicious activity reports with the U.S. Treasury’s Office of Financial Crimes Enforcement Network. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure to comply with these regulations could result in fines or sanctions, including restrictions on pursuing acquisitions or establishing new branches. The policies and procedures we have adopted that are designed to assist in compliance with these laws and regulations may not be effective in preventing violations of these laws and regulations. Furthermore, these rules and regulations continue to evolve and expand. We have not been subject to fines or other penalties, nor have we suffered business or reputational harm, as a result of money laundering activities in the past.

We are subject to stringent capital requirements, which may adversely impact our return on equity, require us to raise additional capital, or limit our ability to pay dividends or repurchase shares.

Federal regulations establish minimum capital requirements for insured depository institutions, including minimum risk-based capital and leverage ratios, and define “capital” for calculating these ratios. The minimum capital requirements are: (i) a common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 to risk-based assets capital ratio of 6%; (iii) a total capital ratio of 8%; and (iv) a Tier 1 leverage ratio of 4%. The regulations also establish a “capital conservation buffer” of 2.5%, and the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%; (ii) a Tier 1 to risk-based assets capital ratio of 8.5%; and (iii) a total capital ratio of 10.5%. An institution will be subject to limitations on paying dividends, engaging in share repurchases and paying discretionary bonuses if its capital level falls below the capital conservation buffer amount.

The application of these capital requirements could, among other things, result in lower returns on equity, and result in regulatory actions if we are unable to comply with such requirements. Specifically, PyraMax Bank’s ability to pay dividends to the Company will be limited if it does not maintain the capital conservation buffer required by the capital rules, which may further limit the Company’s ability to pay dividends to its stockholders. See “Supervision and Regulation—Federal Banking Regulation—Capital Requirements.”

The Federal Reserve Board may require us to commit capital resources to support PyraMax Bank.

Federal law requires that a holding company act as a source of financial and managerial strength to its subsidiary bank and to commit resources to support such subsidiary bank. Under the “source of strength” doctrine, the Federal Reserve Board may require a holding company to make capital injections into a troubled subsidiary bank and may charge the holding company with engaging in unsafe and unsound practices for failure to commit resources to a subsidiary bank. A capital injection may be required at times when the holding company may not have the resources to provide it and therefore the holding company may be required to borrow the funds or raise capital. Any loans by a holding company to its subsidiary bank are subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary bank. In the event of a holding company’s bankruptcy, the bankruptcy trustee will assume any commitment by the holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank. Thus, any borrowing that must be done by the Company to make a required capital injection becomes more difficult and expensive and could have an adverse effect on our business, financial condition and results of operations.

Monetary policies and regulations of the Federal Reserve Board could adversely affect our business, financial condition and results of operations.

~~implement~~Monetary ~~these~~policies ~~objectives are open market purchases~~ and ~~sales~~regulations of ~~U.S. government securities, adjustments of~~ the ~~discount~~Federal ~~rate~~Reserve ~~and~~Board ~~changes~~could inadversely ~~banks’~~affect ~~reserve~~our ~~requirements~~business, ~~against~~financial ~~bank~~condition ~~deposits. These instruments are used in varying combinations to influence overall economic growth~~ and ~~the~~results ~~distribution~~ of ~~credit, bank loans, investments and deposits~~operations. ~~Their use also affects interest rates charged on loans or paid on deposits. See "Fluctuations in interest rates could reduce our profits and asset values" below.~~

In addition to being affected by general economic conditions, our earnings and growth are affected by the policies of the Federal Reserve Board, which regulates the money supply and credit conditions. Among the instruments used by the Federal Reserve Board to implement these objectives are open market purchases and sales of U.S. government securities, adjustments of the discount rate and changes in banks’ reserve requirements against bank deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on deposits. See "Fluctuations in interest rates could reduce our profits and asset values" below.

The monetary policies and regulations of the Federal Reserve Board have had a significant effect on the operating results of financial institutions in the past and are expected to continue to do so in the future. The effects of such policies upon our business, financial condition and results of operations cannot be predicted.

We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

The Company is an emerging growth company. For as long as the Company continues to be an emerging growth company, it may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including, but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As an emerging growth company, the Company also is not subject to Section 404(b) of the Sarbanes-Oxley Act of 2002, which would require that our independent auditors review and attest as to the effectiveness of our internal control over financial reporting. We have also elected to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards. Investors may find our common stock less attractive since we have chosen to rely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and the price of our common stock may be more volatile.

Risks Related to Market Interest Rates

Fluctuations in interest rates could reduce our profits and asset values.

Net interest income makes up a majority of our income and is based on the difference between (i) the interest income we earn on interest-earning assets, such as loans and securities, and (ii) the interest expense we pay on interest-bearing liabilities, such as deposits and borrowings.

The rates we earn on our assets and the rates we pay on our liabilities are generally fixed for a contractual period of time. Like many savings institutions, our interest-bearing liabilities generally have shorter contractual maturities than our interest-earning assets. This imbalance can create significant earnings volatility because market interest rates change over time. We are unable to predict fluctuations of market interest rates, which are influenced by many factors.

During 2022 and 2023, in response to accelerated inflation, the Federal Reserve implemented monetary tightening policies, resulting in significantly increased interest rates. The Federal Reserve has indicated that further rate increases may be necessary to curb inflation. In a period of rising interest rates, the interest income we earn on our assets may not increase as rapidly as the interest we pay on our liabilities. Changes in market interest rates may also affect the demand for the Company's products and services, the Company's ability to originate real estate loans, competition for deposits, the secondary mortgage market, our ability to realize gains from the sale of assets, and loan delinquencies and defaults, all of which ultimately affect earnings. Changes in interest rates may also affect the market value of the Company's investment securities portfolio.

Conversely, in a period of declining interest rates, the interest income we earn on our assets may decrease more rapidly than the interest we pay on our liabilities, as borrowers prepay mortgage loans, and mortgage-backed securities and callable investment securities are called, requiring us to reinvest those cash flows at lower, current interest rates. This creates reinvestment risk, which is the risk that we may not be able to reinvest prepayments at rates that are comparable to the rates we earned on the prepaid loans or securities. Furthermore, an inverted interest rate yield curve, where short-term interest rates (which are usually the rates at which financial institutions borrow funds) are higher than long-term interest rates (which are usually the rates at which financial institutions ~~lend funds for fixed-rate loans) can reduce a financial institution’s net interest margin and create financial risk for financial institutions that originate longer-term, fixed rate mortgage loans.~~

Any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on our financial condition, liquidity and results of operations. Changes in the level of interest rates also may negatively affect the value of our assets and ultimately affect our earnings.

Welend ~~monitor~~funds ~~interest~~for fixed-rate ~~risk through the use of simulation models, including estimates of the amounts by which the fair value of our assets and liabilities (our economic value of equity or “EVE”~~loans) ~~and~~can ~~our~~reduce ~~net interest income would change in the event of~~ a ~~range~~financial ofinstitution’s ~~assumed~~net ~~changes in market~~ interest ~~rates.~~margin ~~As of December 31, 2022, in the event of an instantaneous 200 basis point increase in interest rates, we estimate that we would experience a 2.0% decrease in EVE~~ and acreate ~~12.0%~~financial ~~increase~~risk infor ~~net~~financial ~~interest~~institutions ~~income. As of December 31, 2022, in the event of an instantaneous 200 basis point decrease in interest rates, we estimate~~ that weoriginate ~~would experience a 9.1% increase in EVE and a 3.1% decrease in net interest income. For further discussion of how changes in interest rates could impact us~~longer-term, ~~see~~fixed ~~“Management’s~~rate ~~Discussion~~mortgage ~~and Analysis of Financial Condition and Results of Operations—Management of Market Risk~~loans.”

We monitor interest rate risk through the use of simulation models, including estimates of the amounts by which the fair value of our assets and liabilities (our economic value of equity or “EVE”) and our net interest income would change in the event of a range of assumed changes in market interest rates. As of December 31, 2023, in the event of an instantaneous 200 basis point increase in interest rates, we estimate that we would experience a 6.4% decrease in EVE and a 5.9% increase in net interest income. As of December 31, 2023, in the event of an instantaneous 200 basis point decrease in interest rates, we estimate that we would experience a 6.2% increase in EVE and a 4.0% decrease in net interest income. For further discussion of how changes in interest rates could impact us, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Management of Market Risk.”

Risks Related to our Business Strategy

Our business strategy includes managed growth, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively. Growing our operations could also cause our expenses to increase faster than our revenues.

Our business strategy includes growth in loans and deposits. Achieving such growth will require us to attract customers that currently bank at other financial institutions in our market area. Our ability to successfully grow will depend on a variety of factors, including the ability of our executive officers to execute our business strategy to increase commercial real estate and commercial loans and to increase our new and existing customers’ deposit relationships, our ability to attract and retain experienced bankers, the continued availability of desirable business opportunities, competition from other financial institutions in our market area and our ability to manage our growth. Growth opportunities may not be available or we may not be able to manage our growth successfully. If we do not manage our growth effectively, our financial condition and operating results could be negatively affected. Furthermore, there can be considerable costs involved in expanding lending capacity, and generally a period of time is required to generate the necessary revenues to offset these costs, especially in areas in which we do not have an established presence. Accordingly, any such business expansion can be expected to negatively impact our earnings unless and until the expected benefits of such growth are achieved.

We depend on our management team to implement our business strategy and execute successful operations and we could be harmed by the loss of their services.

We depend on the services of the members of our senior management team who direct our strategy and operations. Our executive officers and lending personnel possess substantial expertise, extensive knowledge of our markets and key business relationships, and have been integral in the restructuring of our operations, including the implementation of a more aggressive sales culture within our institution. Any one of them could be difficult to replace. Our loss of these persons, or our inability to hire additional qualified personnel, could impact our ability to implement our business strategy and could have a material adverse effect on our results of operations and our ability to compete in our markets.

~~Our~~A ~~funding~~lack ~~sources~~of ~~may~~liquidity ~~prove~~could ~~insufficient~~adversely toaffect ~~replace~~the ~~deposits~~Company’s atfinancial ~~maturity~~condition and ~~support~~results ~~our~~of ~~future growth~~operations.

Liquidity is essential to ~~our~~the Company’s business. We ~~must~~The ~~maintain~~Company ~~sufficient~~relies ~~funds~~on toits ~~respond~~ability to generate deposits and effectively manage the ~~needs~~repayment of ~~depositors~~its ~~and~~liabilities ~~borrowers~~to ensure that there is adequate liquidity to fund operations. WeAn ~~rely~~inability ~~primarily~~to onraise funds through deposits, ~~investments~~borrowings, ~~and~~ the ~~repayment~~sale and maturities of loans toand ~~ensure~~securities ~~that~~and ~~there~~other issources ~~adequate~~could have a substantial negative effect on liquidity. toThe ~~fund~~Company’s ~~our~~most ~~operations~~important ~~and~~source ~~pay~~of ~~our~~funds ~~obligations~~is its deposits. As weDeposit ~~continue~~balances tocan ~~grow~~decrease when customers perceive alternative investments as providing a better risk adjusted return, wewhich are ~~likely~~strongly toinfluenced ~~become~~by ~~more~~such ~~dependent~~external onfactors ~~other~~as ~~sources~~the direction of ~~funding~~interest rates, ~~which~~local ~~may~~and ~~include~~national ~~FHLB~~economic ~~advances~~conditions and ~~other~~the ~~borrowings,~~availability ~~proceeds~~and ~~from~~attractiveness of alternative investments. Further, the ~~sale~~demand for deposits may be reduced due to a variety of ~~loans~~factors such as negative trends in the banking sector, ~~federal~~the ~~funds~~level ~~purchased~~of and/or ~~brokered~~composition ~~certificates~~ of ~~deposit.~~our ~~Adverse~~uninsured ~~operating~~deposits, ~~results~~demographic orpatterns, changes in ~~industry~~customer ~~conditions~~preferences, ~~could~~reductions ~~lead~~in toconsumers’ ~~difficulty~~disposable income, the monetary policy of the Federal Reserve or anregulatory ~~inability~~actions tothat ~~access~~decrease ~~these~~customer ~~additional~~access ~~funding~~to ~~sources~~particular products. ~~Our~~If ~~financial~~customers ~~flexibility~~move ~~will~~money beout ~~severely~~of ~~constrained~~bank ifdeposits weand ~~are~~into ~~unable~~other toinvestments ~~maintain~~such ~~our~~as ~~access~~money tomarket ~~funding~~funds, orthe ifCompany ~~adequate~~would ~~financing~~lose isa ~~not~~relatively ~~available~~low-cost tosource ~~accommodate~~of ~~future~~funds, ~~growth~~which atwould ~~acceptable~~increase its funding costs and reduce net interest ~~rates~~income. IfAny wechanges ~~are~~made ~~required~~ to ~~rely~~the ~~more~~rates ~~heavily~~offered on ~~more~~deposits ~~expensive~~to ~~funding~~remain ~~sources~~competitive towith ~~support~~other ~~future~~financial ~~growth,~~institutions ~~our~~may ~~revenues~~also ~~may~~adversely ~~not~~affect ~~increase~~profitability ~~proportionately~~and toliquidity. ~~cover~~Other ~~our~~primary ~~costs.~~sources Inof ~~this~~funds ~~case,~~consist ~~our~~of ~~operating~~cash ~~margins~~flows from operations, maturities and ~~profitability~~sales ~~would~~of beinvestment ~~adversely~~securities ~~affected. Additionally~~and/or loans, ~~our~~brokered ~~business~~deposits, borrowings from the FHLB and/or ~~reputation~~FRB ~~may~~discount ~~suffer~~window, and weunsecured ~~may~~borrowings. beThe ~~subject~~Company toalso ~~regulatory~~may ~~investigation~~borrow ~~and~~funds ~~action~~from ifthird-party ~~there~~lenders, ~~are~~such ~~doubts~~as ~~about~~other ~~our~~financial ~~ability~~institutions. toThe ~~fund~~Company’s ~~our~~access ~~operations~~to ~~and~~funding ~~pay~~sources ~~our~~in ~~obligations.~~amounts

Our reliance on deposits, including brokered certificates of deposit, as a source of funds for loans and our other liquidity needs could have an adverse effect on our financial condition and operating results.

We rely primarily on deposits for funds to make loans and provide for our other liquidity needs, including time deposits and, from time to time, brokered certificates of deposit (although as of December 31, 2022, we had no brokered deposits). Deposit balances can decrease when customers perceive alternative investments as providing a better risk/return tradeoff, which are strongly influenced by external factors such as changes in interest rates, local and national economic conditions, the availability and attractiveness of alternative investments, and perceptions of the stability of the financial services industry generally and of our institution specifically. Further, the demand for deposits may be reduced due to a variety of factors such as demographic patterns, changes in customer preferences, reductions in consumers’ disposable income, the monetary policy of the Federal Reserve, or regulatory actions that decrease customer access to particular products. If customers move money out of bank deposits and into other investments such as money market funds, we would lose a relatively low-cost source of funds, which would increase our funding costs

adequate to finance or capitalize its activities, or on terms that are acceptable, could be impaired by factors that affect the Company directly or the financial services industry or economy in general, such as disruptions in the financial markets or negative views and ~~reduce~~expectations ~~net~~about ~~interest~~the ~~income~~prospects for the financial services industry, a decrease in the level of the Company’s business activity as a result of a downturn in markets or by one or more adverse regulatory actions against the Company or the financial sector in general. Any ~~changes~~decline ~~made~~in toavailable funding could adversely impact the ~~rates~~Company’s ~~offered~~ability onto ~~deposits~~originate loans, invest in securities, meet expenses, or to ~~remain~~fulfill ~~competitive~~obligations ~~with~~such ~~other~~as ~~financial~~meeting ~~institutions~~deposit ~~may~~withdrawal ~~also~~demands, ~~adversely~~any ~~affect~~of ~~profitability~~which ~~and~~could have a material adverse impact on its liquidity., business, financial condition and results of operations.

We rely primarily on deposits for funds to make loans and provide for our other liquidity needs, including time deposits and, from time to time, brokered certificates of deposit (although as of December 31, 2023, we had no brokered deposits). Deposit balances can decrease when customers perceive alternative investments as providing a better risk/return tradeoff, which are strongly influenced by external factors such as changes in interest rates, local and national economic conditions, the availability and attractiveness of alternative investments, and perceptions of the stability of the financial services industry generally and of our institution specifically. Further, the demand for deposits may be reduced due to a variety of factors such as demographic patterns, changes in customer preferences, reductions in consumers’ disposable income, the monetary policy of the Federal Reserve, or regulatory actions that decrease customer access to particular products. If customers move money out of bank deposits and into other investments such as money market funds, we would lose a relatively low-cost source of funds, which would increase our funding costs and reduce net interest income. Any changes made to the rates offered on deposits to remain competitive with other financial institutions may also adversely affect profitability and liquidity.

Certificates of deposit in particular may not be as stable as other types of deposits and, in the future, depositors may not renew those time deposits when they mature, or we may have to pay a higher rate of interest to attract or keep them or to replace them with other deposits or with funds from other sources. Not being able to attract those deposits or to keep or replace them as they mature may adversely affect our liquidity. Additionally, we are regulated by the Office of the Comptroller of the Currency, which requires us to maintain certain capital levels to be considered “well capitalized.” If we fail to maintain these capital levels, we could lose our ability to obtain funding through brokered deposits. In addition, we may also be restricted from paying higher deposit rates to attract, keep or replace those deposits, which could have a negative effect on our operating results and the value of our common stock.

While our Board of Directors takes an active role in cybersecurity risk tolerance, we rely to a large degree on management and outside consultants in overseeing cybersecurity risk management.

Our Board of Directors takes an active role in the cybersecurity risk tolerance of the Company and all members receive cybersecurity training annually. The Board reviews the annual risk assessments and approves information technology policies, which include cybersecurity. Furthermore, our Audit Committee is responsible for reviewing all audit findings related to information technology general controls, internal and external vulnerability, and penetration testing. We also engage outside consultants to support our cybersecurity efforts. However, our directors do not have significant experience in cybersecurity risk management outside of the Company and therefore, its ability to fulfill its oversight function remains dependent on the input it receives from management and outside consultants.

Our cost of operations is high relative to our revenues.

The cost of generating our income is measured by our efficiency ratio (the ratio of non-interest expense to the sum of net interest income and non-interest income). Our efficiency ratio was ~~100~~155.78% (110.2%, excluding the loss on sale of securities) and 99100.7% for the years ended December 31, ~~2022~~2023 and ~~2021~~2022, respectively. Our efficiency ratio lags our peer group as our competitors for loans and deposits are often larger banks who can offer very competitive terms to originate and retain commercial real estate and commercial loans, as well as very competitive rates on deposit products. Additionally, our interest expense is higher than our peer group as our sources of funding tend to rely on FHLB advances more than our competitors. We have also had a series of significant one-time expenses over the last several years, including core data processing conversion, branch sale costs and expenses related to our healthcare coverage.

We face additional risks due to our mortgage banking activities that could negatively impact net income and liquidity.

We sell the majority of the fixed-rate conforming and eligible jumbo one-to four-family residential real estate loans that we originate. The sale of these loans generates noninterest income and are a source of liquidity for us. Disruption in the secondary market for residential mortgage loans could result in our inability to sell mortgage loans, which could negatively impact our liquidity position and earnings. In addition, declines in real estate values or increases in interest rates could reduce the potential for robust mortgage originations, which could negatively impact our earnings. As we do sell mortgage loans, we also face the risk that such loans may have been made in breach of our representations and warranties to the buyers and we could be forced to repurchase such loans or pay other damages.

originations, which could negatively impact our earnings. As we do sell mortgage loans, we also face the risk that such loans may have been made in breach of our representations and warranties to the buyers and we could be forced to repurchase such loans or pay other damages.

Gain on sales of loans comprises a significant portion of our revenue.

~~Our~~The increase in mortgage interest rates has resulted in our net gain on sales of loans ~~constitutes~~becoming a less meaningful component of our revenue. The gain on such sales for the years ended December 31, ~~2022~~2023 and ~~2021~~2022 was $~~310~~190,000 and $~~1.5 million~~310,000, respectively. Any increase in market interest rates may reduce our mortgage loan originations, resulting in fewer loans available for sale. This would result in a decrease in our non-interest income. Further, when we sell loans, we are required to make customary representations and warranties about such loans to the purchaser. Our loan sale agreements may require us to repurchase or substitute mortgage loans or indemnify investors if we breach certain representations and warranties made to purchasers. In addition, we may be required to repurchase loans as a result of borrower fraud or in the event of a payment default on a mortgage loan shortly after its sale. Any of the foregoing could harm our business, cash flow, results of operations and financial condition.

Our ability to recognize the benefits of deferred tax assets is dependent on taxable income.

The Company records deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in years in which those temporary differences are expected to be recovered or settled.

We recognize the expected future tax benefit from deferred tax assets when it is more likely than not that the tax benefit will be realized. Otherwise, a valuation allowance is applied against deferred tax assets, reducing the value of such assets. Assessing the recoverability of deferred tax assets requires management to make significant estimates related to expectations of future taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. Estimates of future taxable income are based on forecasted income from operations and the application of existing tax laws in each jurisdiction.

Each quarter, the Company assesses its deferred tax asset position, including the recoverability of this asset or the need for a valuation allowance. This assessment takes into consideration positive and negative evidence to determine whether it is more likely than not that a portion of the asset will not be realized. If the Company is not able to recognize deferred tax assets in future periods, it could have a material adverse effect on the Company’s business, financial condition, and results of operations.

than not that a portion of the asset will not be realized. If the Company is not able to recognize deferred tax assets in future periods, it could have a material adverse effect on the Company’s business, financial condition, and results of operations.

New lines of business or new products and services may subject us to additional risks.

From time to time, we may implement new lines of business or offer new products and services within existing lines of business. In addition, we will continue to make investments in research, development, and marketing for new products and services. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services we may invest significant time and resources. Initial timetables for the development and introduction of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove feasible. Furthermore, if customers do not perceive our new offerings as providing significant value, they may fail to accept our new products and services. External factors, such as compliance with regulations, competitive alternatives, and shifting market preferences, may also impact the successful implementation of a new line of business or a new product or service. Furthermore, the burden on management and our information technology of introducing any new line of business and/or new product or service could have a significant impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse effect on our business, financial condition and results of operations.

Acquisitions may disrupt our business and dilute stockholder value.

We evaluate merger and acquisition opportunities with other financial institutions and financial services companies. As a result, negotiations may take place and future mergers or acquisitions with consideration consisting of cash, debt, and/or equity securities may occur at any time. We would seek acquisition partners that offer us either significant market presence or the potential to expand our market footprint and improve profitability through economies of scale or expanded services.

Acquiring other banks, businesses, or branches may have an adverse effect on our financial results and may involve various other risks commonly associated with acquisitions, including, among other things:

•

difficulty in estimating the value of the target company;

•

payment of a premium over book and market values that may dilute our tangible book value and earnings per share in the short and long term;

•

potential exposure to unknown or contingent liabilities of the target company;

•

exposure to potential asset quality problems of the target company;

•

potential volatility in reported income associated with goodwill impairment losses;

•

difficulty and expense of integrating the operations and personnel of the target company;

•

inability to realize the expected revenue increases, cost savings, increases in geographic or product presence, and/or other projected benefits of the acquisition;

•

potential disruption to our business;

•

potential diversion of our management’s time and attention;

•

the possible loss of key employees and customers of the target company; and

•

potential changes in banking or tax laws or regulations that may affect the target company.

Risks Related to Economic Conditions

A worsening of economic conditions in our market area could reduce demand for our products and services and/or result in increases in our level of non-performing loans, which could adversely affect our operations, financial condition and earnings.

The success of our business depends on general economic conditions in the markets in which we operate, particularly southeastern Wisconsin. Difficult economic conditions or adverse changes in such local markets, whether caused by inflation, recession, unemployment, changes in housing or securities markets, or other factors, could reduce demand for our loans and deposits; increase problem loans, charge-offs and foreclosures; cause a decline in the value of collateral securing loans; and otherwise negatively affect our performance and financial condition.

Moreover, a significant decline in general economic conditions caused by inflation, recession, acts of terrorism, civil unrest, an outbreak of hostilities or other international or domestic calamities, an epidemic or pandemic, unemployment, the anticipation of any of these events, or other factors beyond our control could further impact these local economic conditions and could further negatively affect the financial results of our banking operations.

of these events, or other factors beyond our control could further impact these local economic conditions and could further negatively affect the financial results of our banking operations.

Risks Related to Competitive Matters

Strong competition within our market area may limit our growth and profitability.

Competition in the banking and financial services industry is intense. We compete with commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, mutual funds, insurance companies, brokerage and investment banking firms and unregulated or less regulated non-banking entities. Many of these competitors are substantially larger than us and have substantially greater resources and higher lending limits than we have and offer certain services that we do not or cannot provide. In addition, some of our competitors offer loans with lower interest rates and/or more attractive terms than loans we offer. Competition also makes it increasingly difficult and costly to attract and retain qualified employees. We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Our profitability depends upon our continued ability to successfully compete for business and qualified employees in our market areas. The greater resources and deposit and loan products offered by some of our competitors may limit our ability to increase our interest-earning assets. For additional information see “Business of PyraMax Bank, FSB—Competition.”

Our small size may make it more difficult for us to compete.

Our small asset size may make it more difficult to compete with other financial institutions that are larger and can more easily afford to invest in the marketing and technologies needed to attract and retain customers. Because our principal source of income is the net interest income we earn on our loans and investments after deducting interest paid on deposits and other sources of funds, our ability to generate the revenues needed to cover our expenses and finance such investments is limited by the size of our loan and investment portfolios. Accordingly, we are not always able to offer new products and services as quickly as our competitors. Lower earnings may also make it more difficult to offer competitive salaries and benefits. In addition, our smaller customer base may make it difficult to generate meaningful non-interest income from such activities as securities and insurance brokerage. Finally, as a smaller ~~institution, we are disproportionately affected by the continually increasing costs of compliance with new banking and other regulations.~~

institution, we are disproportionately affected by the continually increasing costs of compliance with new banking and other regulations.

Technology has made it possible for non-banks to offer products and services that traditionally were banking products and made it possible for technology companies to compete with financial institutions in providing electronic, internet-based, and mobile phone-based financial solutions.

Technology has lowered barriers to entry and made it possible for non-banks to offer products and services, such as loans and payment services, that traditionally were banking products, and made it possible for technology companies to compete with financial institutions in providing electronic, internet-based, and mobile phone-based financial solutions. Competition with non-banks, including financial technology (“fintech”) companies, to provide financial products and services is intensifying. In particular, the activity of fintechs has grown significantly over recent years and is expected to continue to grow. In addition to fintechs, the large technology companies have begun to make efforts toward providing financial services directly to their customers and are expected to continue to explore new ways to do so. Many of these companies have fewer regulatory constraints, and some have lower cost structures, in part due to lack of physical locations. Some of these companies also have greater resources to invest in technological improvements than we currently have. Competition from non-banks and technology companies may cause us to increase the amount we spend on developing new products and services, including our mobile banking applications. Such competition may also prevent us from achieving our growth objectives.

Risks Related to Operational Matters

We face significant operational risks because of our reliance on technology. Our information technology systems may be subject to failure, interruption or security breaches.

Information technology systems are critical to our business. Our business requires us to collect, process, transmit and store significant amounts of confidential information regarding our customers, employees and our own business, operations, plans and business strategies. We use various technology systems to manage our customer relationships, general ledger, securities investments, deposits, and loans. Our computer systems, data management and internal processes, as well as those of third parties, are integral to our performance. Our operational risks include the risk of malfeasance by employees or persons outside our company, errors relating to transaction processing and technology, systems failures or interruptions, breaches of our internal control systems and compliance requirements, and business continuation and disaster recovery. There have been increasing efforts by third parties to breach data security at financial institutions. Such attacks include computer viruses, malicious or destructive code, phishing attacks, denial of service or information or other security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information, damages to systems, or other material disruptions to network access or business operations. Although we take protective measures and believe that we have not experienced any of the data breaches described above, the security of our computer systems, software, and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses, or other malicious code and cyber-attacks that could have an impact on information security. Because the techniques used to cause security breaches change frequently, we may be unable to proactively address these techniques or to implement adequate preventative measures.

described above, the security of our computer systems, software, and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses, or other malicious code and cyber-attacks that could have an impact on information security. Because the techniques used to cause security breaches change frequently, we may be unable to proactively address these techniques or to implement adequate preventative measures.

In the event of a breakdown in our internal control systems, improper operation of systems or improper employee actions, or a breach of our security systems, including if confidential or proprietary information were to be mishandled, misused or lost, we could suffer financial loss, loss of customers and damage to our reputation, and face regulatory action or civil litigation. Any of these events could have a material adverse effect on our financial condition and results of operations. Insurance coverage may not be available for such losses, or where available, such losses may exceed insurance limits.

In addition, we outsource a majority of our data processing requirements to third-party providers. Accordingly, our operations are exposed to the risk that these vendors will not perform in accordance with our contractual agreements with them, or we also could be adversely affected if such an agreement is not renewed by the third-party vendor or is renewed on terms less favorable to us. If our third-party providers encounter difficulties, or if we have difficulty communicating with those service providers, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely affected, which could have a material adverse effect on our financial condition and results of operations. Threats to information security also exist in the processing of customer information through various other vendors and their personnel. To our knowledge, the services and programs provided to us by third parties have not experienced any material security breaches. However, the existence of cyber-attacks or security breaches at third parties with access to our data, such as vendors, may not be disclosed to us in a timely manner.

We may not be able to successfully implement future information technology system enhancements, which could adversely affect our business operations and profitability.

We invest significant resources in information technology system enhancements in order to provide functionality and security at an appropriate level. We may not be able to successfully implement and integrate future system enhancements, which could adversely impact the ability to provide timely and accurate financial information in compliance with legal and regulatory requirements, which could result in sanctions from regulatory authorities. Such sanctions could include fines and suspension of trading in our stock, among others. In addition, future system enhancements could have higher than expected costs and/or result in operating inefficiencies, which could increase the costs associated with the implementation as well as ongoing operations.

impact the ability to provide timely and accurate financial information in compliance with legal and regulatory requirements, which could result in sanctions from regulatory authorities. Such sanctions could include fines and suspension of trading in our stock, among others. In addition, future system enhancements could have higher than expected costs and/or result in operating inefficiencies, which could increase the costs associated with the implementation as well as ongoing operations.

Failure to properly utilize system enhancements that are implemented in the future could result in impairment charges that adversely impact our financial condition and results of operations and could result in significant costs to remediate or replace the defective components. In addition, we may incur significant training, licensing, maintenance, consulting and amortization expenses during and after systems implementations, and any such costs may continue for an extended period of time.

Risks Related to Accounting Matters

Changes in management’s estimates and assumptions may have a material impact on our consolidated financial statements and our financial condition or operating results.

In preparing our periodic reports, as well as periodic reports we will be required to file under the Securities Exchange Act of 1934, including our consolidated financial statements, our management is and will be required under applicable rules and regulations to make estimates and assumptions as of a specified date. These estimates and assumptions are based on management’s best estimates and experience as of that date and are subject to substantial risk and uncertainty. Materially different results may occur as circumstances change and additional information becomes known. Areas requiring significant estimates and assumptions by management include our evaluation of the adequacy of our allowance for ~~loan~~credit losses, fair value measurement (including the value of our mortgage servicing rights), valuation allowances associated with the realization of deferred tax assets and our determinations with respect to amounts owed for income taxes.

Changes in accounting standards could affect reported earnings.

The bodies responsible for establishing accounting standards, including the Financial Accounting Standards Board, the Securities and Exchange Commission and other regulatory bodies, periodically change the financial accounting and reporting guidance that governs the preparation of our financial statements. These changes can be hard to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply new or revised guidance retroactively.

Our internal controls, procedures and policies may fail or be circumvented.

Management regularly reviews and updates our internal controls and corporate governance policies and procedures. Any system of controls, however well-designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Our recent shift to a remote working model due to COVID-19 has required us to modify some of these controls, which are approved in advance by management and reviewed by the financial reporting internal controls manager and through internal audits. Similar to our other systems of controls, these new modifications can provide only reasonable assurances that the objectives of the system are being met. Any failure or circumvention of the controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, results of operations and financial condition.

Other Risks Related to Our Business

We are a community bank and our ability to maintain our reputation is critical to the success of our business. The failure to do so may materially adversely affect our performance.

We are a community bank, and our reputation is one of the most valuable components of our business. A key component of our business strategy is to rely on our reputation for customer service and knowledge of local markets to expand our presence by capturing new business opportunities from existing and prospective customers in our market area and contiguous areas. Threats to our reputation can come from many sources, including adverse sentiment about financial institutions generally, unethical practices, employee misconduct, failure to deliver minimum standards of service or quality, compliance deficiencies, cybersecurity incidents and questionable or fraudulent activities of our customers. Negative publicity regarding our business, employees, customers, or environmental, social and governance matters, with or without merit, may result in the loss of customers and employees, costly litigation and increased governmental regulation, any or all of which could adversely affect our business and operating results.

~~We will be required to transition from the use of the LIBOR interest rate index in the future.~~ 37

We have certain loans and investments indexed to the London Interbank Offered Rate (“LIBOR”) to calculate the loan interest rate. As of December 31, 2022, we had extended credit to three customers for loans totaling $17.0 million and have $4.5 million in asset-backed securities that are indexed to the LIBOR. The use of LIBOR in new contracts was discontinued after December 31, 2021 and LIBOR will cease to be published after June 30, 2023. The March 2022 enactment of the Adjustable Interest Rate (LIBOR) Act and the Federal Reserve's proposed implementing regulations established the Secured Overnight Financing Rate ("SOFR") as the benchmark rate that will automatically apply to agreements that rely on LIBOR and do not have an alternative contractual fallback benchmark rate. At this time, no consensus exists as to what rate or rates may become broadly acceptable alternatives to LIBOR. We adopted SOFR-derived benchmark rates as our preferred alternative to LIBOR for use in new contracts beginning on January 1, 2022. We are converting our LIBOR based loans to SOFR, working with customers, counsel and our core loan servicing provider. The implementation of a substitute index or indices for the calculation of interest rates under our loan agreements with our borrowers may result in our incurring expenses in effecting the transition, may result in reduced loan balances if borrowers do not accept the substitute index or indices, and may result in disputes or litigation with customers over the appropriateness or comparability to LIBOR of the substitute index or indices, which could have an adverse effect on our results of operations. Additionally, since proposed alternative rates are calculated differently, payments under contracts referencing new rates will differ from those referencing LIBOR, and the transition will change our market risk profile.

Legal and regulatory proceedings and related matters could adversely affect us.

We have been and may in the future become involved in legal and regulatory proceedings. We consider most of the proceedings to be in the normal course of our business or typical for the industry; however, it is inherently difficult to assess the outcome of these matters, and we may not prevail in any proceedings or litigation. There could be substantial costs and management diversion in such litigation and proceedings, and any adverse determination could have a materially adverse effect on our business, reputation, or our financial condition and results of our operations.

Societal responses to climate change could adversely affect our business and performance, including indirectly through impacts on our customers.

Concerns over the long-term impacts of climate change have led and will continue to lead to governmental efforts around the world to mitigate those impacts. Consumers and businesses also may change their behavior as a result of these concerns. We and our customers will need to respond to new laws and regulations as well as consumer and business preferences resulting from climate change concerns. The impact on our customers will likely vary depending on their specific attributes, including reliance on or role in carbon intensive activities. Among the impacts to us could be a drop in demand for our products and services, particularly in certain sectors. In addition, we could face reductions in creditworthiness on the part of some customers or in the value of assets securing loans. Our efforts to take these risks into account in making lending and other decisions, including by increasing our business with climate-friendly companies, may not be effective in protecting us from the negative impact of new laws and regulations or changes in consumer or business behavior.

loans. Our efforts to take these risks into account in making lending and other decisions, including by increasing our business with climate-friendly companies, may not be effective in protecting us from the negative impact of new laws and regulations or changes in consumer or business behavior.

Our existing stock-based benefit plans will increase our expenses and reduce our income, and may dilute your ownership interests.

Our stockholders previously approved the 1895 Bancorp of Wisconsin, Inc. 2020 Equity Incentive Plan and the 1895 Bancorp of Wisconsin, Inc. 2022 Equity Incentive Plan. During the year ended December 31, ~~2022~~2023, we recognized $~~363~~678,000 in non-interest expense relating to these stock benefit plans, and we will recognize additional expenses in the future as additional grants are made and awards vest. No further grants will be made under the 2020 Equity Incentive Plan, which remains in existence solely for the purpose of administering outstanding grants thereunder. We may fund the 2022 Equity Incentive Plan either through open market purchases or from the issuance of authorized but unissued shares of common stock. Our ability to repurchase shares of common stock to fund this plan will be subject to many factors, including, but not limited to, applicable regulatory restrictions on stock repurchases, the availability of stock in the market, the trading price of the stock, our capital levels, alternative uses for our capital and our financial performance. Stockholders would experience a reduction in ownership interest in the event newly issued shares of our common stock are used to fund stock issuances under the plan.

The impact of public health emergencies, like the COVID-19 outbreak, could adversely affect our financial condition and results of operations.

As the result of a public health emergency, including the COVID-19 pandemic, we could be subject to the following risks, among others, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations: a worsening of business and economic conditions; declines in demand for products and services; supply chain interruptions; government restrictions on consumer and business activities; increased loan delinquencies, problem assets, and foreclosures; increased to our allowance for ~~loan~~credit losses; declines in the value of collateral for loans, especially real estate: loss or unavailability of key employees; unavailability of third-party service providers; increased FDIC insurance premiums; and increased operating expenses.

ITEM 1B. Unresolved Staff Comments

None.

ITEM 2. Properties

As of December 31, 2022, the net book value of our real and personal properties, including land, was $5.5 million. The following is a list of our offices:

Location	YearOpened	SquareFootage		Owned/Leased	LeaseExpirationDate	Net BookValue atDecember 31, 2021
		(Dollars in thousands)
Corporate Office:
7001 West Edgerton Avenue Greenfield, WI 53220 (1)	1980		23,186	Owned	N/A	$	2,457
Branch Offices:
9000 West Drexel Avenue Franklin, WI 53132	2004		3,930	Owned	N/A		718
1150 Washington Street Grafton, WI 53024	2016		5,700	Leased	2/28/2024		42
405 Rivercrest Court Mukwonago, WI 53149	1999		3,097	Owned	N/A		464
1015 Marquette Avenue South Milwaukee, WI 53172	1972		3,942	Owned	N/A		496
1500 East Moreland Avenue Waukesha, WI 53186	1969		4,546	Owned	N/A		1,274
Total						$	5,451

Included in the net book value for this office is $41,000 related to furniture and equipment that was retained upon closure of the West Allis office.

ITEM 1C. Cybersecurity

PyraMax Bank recognizes the critical importance of cybersecurity in maintaining the integrity, confidentiality, and availability of its systems and data. As a financial institution entrusted with sensitive customer information and financial assets, PyraMax Bank is committed to implementing robust cybersecurity risk management practices, strategies, and governance mechanisms.

Our Information Security Officer is primarily responsible for this cybersecurity component and reports directly to the EVP-Chief Operations Officer. The Board of Directors has approved an Information Technology Steering Committee, which focuses on technology and business impact. The committee provides oversight and governance of the technology and information security programs. The committee is chaired by the ISO and compiled of managers throughout the entire company. The committee generally meets quarterly to provide oversight of the risk management strategy, standards, policies, practices, controls, mitigation and prevention efforts employed to manage security risks. More frequent meetings occur from time to time in accordance with the Incident Response Plan in order to facilitate timely information and monitoring efforts. The Information Security Officer reports summaries of key issues, including significant cybersecurity and/or privacy incidents, discussed at committee meetings and the actions taken in the IT Steering Committee to our board of directors on a quarterly basis (or more frequently as may be required by the Incident Response Plan).

Cybersecurity Risk Management: PyraMax Bank employs a comprehensive approach to cybersecurity risk management to avoid or minimize the impacts of external threat events or other efforts to penetrate, disrupt or misuse our systems or information.

Risk Assessment: Regular assessments of cybersecurity risks are conducted annually to identify potential threats, vulnerabilities, and their potential impact on the Bank's operations. These assessments encompass both internal and external factors affecting PyraMax's IT infrastructure and systems.

Risk Mitigation: Upon identifying risks, PyraMax Bank’s Information Security Program may be revised to protect against any anticipated threats or hazards to the security or integrity of such information. This involves deploying advanced security technologies, implementing security best practices, and ensuring compliance with industry standards and regulations.

Monitoring and Response: PyraMax Bank maintains continuous monitoring capabilities to detect and respond to cybersecurity incidents promptly. Automated tools, as well as internal and external dedicated security teams, are utilized to monitor network traffic, system logs, and other relevant indicators of compromise.

Audit and Testing: Independent third-party penetration testing, IT Control Audits, and vulnerability assessments are completed at least annually to test the effectiveness of security controls and preparedness measures (or more often if warranted by the risk assessment or other external factors). The Information Security Officer determines the scope and objectives of the penetration analysis. Results of audit and testing are reported to the IT Steering Committee for management and the board of directors for oversight.

Cybersecurity Strategy: PyraMax Bank's cybersecurity strategy is aligned with its overall business objectives and risk appetite. Key components of the Bank's cybersecurity strategy include:

Defense-in-Depth:PyraMax Bank employs a multi-layered approach to cybersecurity, incorporating multiple defensive measures at various levels of its IT infrastructure. This includes firewalls, intrusion detection systems, endpoint protection, and data encryption.

Employee Awareness and Training: PyraMax Bank recognizes that employees are a critical line of defense against cyber threats. Therefore, the Bank invests in comprehensive cybersecurity awareness training programs to educate employees about potential risks and best practices for safeguarding sensitive information.

Vendor Risk Management: PyraMax Bank evaluates and manages the cybersecurity risks associated with third-party vendors. Vendor contracts include provisions for security requirements, regular assessments, and compliance with industry standards.

Incident Response Plan: PyraMax Bank maintains an Incident Response Plan that provides a documented framework for responding to actual or potential cybersecurity incidents. The Incident Response Plan is coordinated through the Information Security Officer and key members of management are embedded into the Plan by its design. The Incident

Response Plan if tested, reviewed, and approved by the IT Steering Committee annually and reported to the board of directors.

Cybersecurity Governance: PyraMax Bank maintains a cybersecurity governance framework to ensure effective oversight and accountability. Key elements of the Bank's cybersecurity governance structure include:

Board Oversight: The Board of Directors provides oversight of PyraMax Bank’s cybersecurity posture, including reviewing and approving cybersecurity policies, strategies, testing, and investments.

Executive Leadership Involvement: Senior management actively participate in setting cybersecurity objectives, allocating resources, and monitoring performance against established goals through the IT Steering Committee.

Risk Committees: PyraMax Bank has established an IT Steering Committee responsible for overseeing cybersecurity risks and ensuring alignment with the Bank's overall risk management framework.

PyraMax Bank remains committed to maintaining the highest standards of cybersecurity to protect the interests of its customers, shareholders, and other stakeholders. By implementing robust risk management practices, strategic initiatives, and effective governance mechanisms, PyraMax Bank strives to mitigate cybersecurity risks and safeguard its operations against evolving threats.

ITEM 2. Properties

As of December 31, 2023, the net book value of our real and personal properties, including land, was $5.2 million. The following is a list of our offices:


Location	Year Opened	Square Footage		Owned/ Leased	Lease Expiration Date	Net Book Value
		(Dollars in thousands)
Corporate Office:
7001 West Edgerton Avenue Greenfield, WI 53220	1980		23,186	Owned	N/A	$	2,238
Branch Offices:
9000 West Drexel Avenue Franklin, WI 53132	2004		3,930	Owned	N/A		687
1150 Washington Street Grafton, WI 53024 (1)	2016		5,700	Leased	2/28/2024		38
405 Rivercrest Court Mukwonago, WI 53149	1999		3,097	Owned	N/A		456
1015 Marquette Avenue South Milwaukee, WI 53172	1972		3,942	Owned	N/A		484
1500 East Moreland Avenue Waukesha, WI 53186	1969		4,546	Owned	N/A		1,279
Total						$	5,182

(1)The lease for the Grafton office was amended in January 2024, extending the lease expiration date to February 28, 2027.

ITEM 3. Legal Proceedings

We are not involved in any pending legal proceedings as a plaintiff or defendant other than routine legal proceedings occurring in the ordinary course of business, and at December 31, ~~2022~~2023, we were not involved in any legal proceedings, the outcome of which would be material to our financial condition or results of operations.

ITEM 4. Mine Safety Disclosures

Not applicable.

PART II

ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market, Holder and Dividend Information. The Company’s common stock is listed on the NASDAQ Capital Market under the symbol “BCOW.” The approximate number of holders of record of the Company common stock as of March 20, ~~2023~~2024 was ~~383~~362. Certain shares of the Company are held in “nominee” or “street” name and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing number.

The Company does not currently pay cash dividends on its common stock. Dividend payments by the Company are dependent on dividends it receives from PyraMax Bank, because the Company has no source of income other than dividends from PyraMax Bank, earnings from the investment of proceeds from the sale of shares of common stock retained by the Company and interest payments with respect to the Company’s loan to the Employee Stock Ownership Plan. See “Item 1. Business—Supervision and Regulation—Federal Banking Regulation—Capital Distributions.”

Common Stock Repurchases. The following table presents information regarding shares of our common stock repurchased during the fourth quarter of ~~2022~~2023.

Period	Total Number of Shares (or Units) Purchases (1)		Weighted Average Price Paid per Share (or Unit)		Total Number of Shares (or Units) Purchased as Part of a Publicly Announced Plans or Programs		Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
October 1 to October 31, 2022		49,779		10.62		49,779		85,717
October 1 to October 31, 2023		9,488		6.67		9,488		575,472
November 1 to November 30, 2022		57,259		10.25		57,259		28,458
November 1 to November 30, 2023		5,542		6.28		5,542		569,930
December 1, to December 31, 2022		5,610		10.00		5,610		22,848
December 1 to December 31, 2023		19,437		6.81		19,437		550,493

(1) On ~~July~~April 2928, ~~2022~~2023, the ~~Board of Directors of the~~ Company adopted a second stock repurchase program. On ~~Regulatory~~June ~~non-objection~~9, ~~was~~2023, ~~received~~the onCompany ~~August~~received ~~26,~~a ~~2022.~~non-objection ~~Under~~letter from the ~~repurchase~~FRB ~~program,~~permitting the Company ~~may~~to repurchase ~~up to 319~~621,~~766~~522 shares of its common stock, orwhich ~~approximately~~represented 510% of ~~its~~the ~~outstanding~~ shares ofoutstanding ~~common stock~~ at the time ~~regulatory~~discussions ~~non-objection~~were ~~was~~held ~~sought~~with the FRB. ~~Shares~~The ~~may~~Company bebegan ~~repurchased~~purchasing ~~from~~shares ~~time~~on toJune ~~time~~15, in2023 ~~open~~and ~~market~~as orof ~~private~~December ~~transactions~~31, ~~through block trades~~2023, orthe ~~pursuant~~Company tohad ~~any~~repurchased ~~trading~~71,029 ~~plan~~shares ~~that~~for ~~may~~a betotal ~~adopted~~purchase inprice ~~accordance with Rule 10b5-1~~ of ~~the Securities and Exchange Commission~~$501,000. ~~The repurchase program has no expiration date.~~

ITEM 6. [RESERVED]

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis is presented to assist the reader in understanding and evaluating of the Company’s financial condition and results of operations. It is intended to complement the consolidated financial statements, footnotes, and supplemental financial data appearing elsewhere in this Annual Report on Form 10-K and should be read in conjunction therewith. The detailed discussion in the sections below focuses on the results of operations for the year ended December 31, 2023, compared to the year ended December 2022, and the financial condition as of December 31, 2023 compared to the financial condition as of December 31, 2022. For a discussion of our results of operations for the year ended December 31, 2022 compared to the year ended December 31, 2021, see “Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations” Discussion of Results of Operations included in our 2022 Form 10-K, filed with the SEC on March 30, 2023. The information in this section has been derived from the audited financial statements, which appear beginning on page F-1 of this Annual Report on Form 10-K.

the year ended December 2021, and the financial condition as of December 31, 2022 compared to the financial condition as of December 31, 2021. For a discussion of our results of operations for the year ended December 31, 2021 compared to the year ended December 31, 2020, see “Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations” Discussion of Results of Operations included in our 2021 Form 10-K, filed with the SEC on March 29, 2022. The information in this section has been derived from the audited financial statements, which appear beginning on page F-1 of this Annual Report on Form 10-K.

Business Strategy

Our goal is to provide long-term value to our stockholders, customers and employees and the communities we serve by executing a safe and sound business strategy that produces increasing earnings. We believe there is a significant opportunity for a community-focused bank to provide a full range of financial services to commercial and retail customers in our market area.

Our current business strategy consists of the following:

•

Grow our balance sheet and improve profitability. Given our attractive market area, we believe we are well-positioned to increase the size of our balance sheet without a proportional increase in overhead expense or operating risk. Accordingly, we intend to increase, on a disciplined basis, our assets and liabilities, particularly loans and deposits. As we grow our assets, particularly higher-yielding commercial loans, while controlling our expenses, we anticipate improving our earnings.

•

Grow our loan portfolio prudently and on a managed basis with a focus on diversifying the portfolio, particularly in commercial real estate and commercial lending. Our principal business activity historically has been the origination of residential mortgage loans, supplemented with commercial real estate loans (which includes non-owner occupied commercial real estate, multi-family, owner occupied commercial real estate and one- to four-family non-owner-occupied loans). We intend to retain our presence as a mortgage lender in our market area and continue to increase our origination of commercial real estate and commercial loans (which includes commercial and industrial loans) including ~~increasing our~~ loan ~~exposure in~~ participations purchased. Over the last several years, we have incrementally increased the amount of some of our commercial real estate and commercial loan originations to preferred borrowers, and we intend to continue to originate similarly-sized loans within our present underwriting standards.

Increasing the number of larger commercial real estate loans and commercial business loan originations involves risk, as described in “Risk Factors—We have a substantial amount of commercial real estate and commercial loans, and intend to continue to increase originations of these types of loans both directly and through participations. These loans involve credit risks that could adversely affect our financial condition and results of operations” and “Our portfolio of loans with a higher risk of loss has and is expected to increase, which may lead to additional provisions for ~~loan~~credit losses or charge-offs, which would reduce our profits or cause losses.”

•

Continue to increase core deposits, with an emphasis on low-cost demand deposits. We seek core deposits to provide a stable source of funds to support loan growth at costs consistent with improving our net interest rate spread and margin. Core deposits also help us maintain loan-to-deposit ratios at levels consistent with regulatory expectations. We consider our core deposits to include checking accounts, money market accounts and statement savings. In particular, our Treasury Management unit focuses on generating and retaining business deposits, which assists in generating fee income. ~~Core deposits increased to $308.2 million at December 31, 2022, from $303.9 million at December 31, 2021.~~

•

Manage credit risk to maintain a low level of non-performing assets. We believe strong asset quality is a key to our long-term financial success. Our strategy for credit risk management focuses on having an experienced team of credit professionals, well-defined policies and procedures, appropriate loan underwriting criteria and active credit monitoring. In recent years we have conducted an extensive review of, and have enhanced, our credit, underwriting and loan processing policies and procedures. Our non-performing assets to total assets ratio was 0.14% at December 31, 2022, compared to 0.19% at December 31, 2021. At December 31, 2022, the majority of our non-performing assets were related to residential real estate.

•

Continue to grow organically while being aware of acquisition opportunities. In addition to organic growth, we will also consider acquisition opportunities that we believe would enhance the value of our franchise and yield potential financial benefits for our stockholders. Although we believe opportunities exist to increase our market share in our historical markets, we expect to continue to expand into nearby markets in Wisconsin. We will consider expanding our branch network by establishing new (“de novo”) branches and/or through acquisitions, although we have no current acquisitions or new branches planned.

•

40Continue to provide value to our shareholders and our community. Our goal is to provide long-term value to our shareholders, customers, employees and the communities we serve by executing a safe and sound service-oriented business strategy that produces increasing earnings. We believe there is a significant opportunity for a community-focused bank to provide a full range of financial services to commercial and retail customers in our market area.

Continue to provide value to our community. Our goal is to provide long-term value to our customers, employees and the communities we serve by executing a safe and sound service-oriented business strategy that produces increasing earnings. We believe there is a significant opportunity for a community-focused bank to provide a full range of financial services to commercial and retail customers in our market area.

Critical Accounting Policies

The discussion and analysis of the financial condition and results of operations are based on our financial statements, which are prepared in conformity with U.S. GAAP. 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.

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.

The following represent our critical accounting policies:

Allowance for ~~Loan~~Credit Losses-Loans. ~~The~~Management's determination of the appropriateness of the allowance for ~~loan~~credit losses for loans (ACL-Loans) is ~~the~~inherently ~~estimated~~subjective ~~amount~~as ~~considered~~it ~~necessary~~requires tomaterial ~~cover~~estimates ~~inherent,~~and ~~but~~assumptions. ~~unconfirmed,~~The ~~credit~~evaluation ~~losses~~process ininvolves ~~the~~gathering ~~loan~~and ~~portfolio~~interpreting atmany ~~the~~qualitative ~~balance~~and ~~sheet~~quantitative ~~date.~~factors ~~The~~which ~~allowance~~could isaffect ~~established~~our ~~through~~estimate ~~the~~of ~~provision~~lifetime ~~for~~expected ~~loan~~credit losses. ~~which~~Because isinterpretation ~~charged~~and ~~against~~analysis ~~income.~~involves Injudgment, ~~determining~~current ~~the~~economic ~~allowance~~or ~~for~~business ~~loan~~conditions ~~losses~~can change, ~~management~~and ~~makes~~future ~~significant~~events ~~estimates~~are ~~and~~inherently ~~has~~difficult ~~identified~~to ~~this~~predict, ~~policy~~the asanticipated ~~one~~amount of ~~our~~estimated ~~most~~credit ~~critical~~losses ~~accounting~~and ~~policies.~~therefore the appropriateness of the ACL-Loans could change significantly.

~~Management~~The ~~performs~~allowance amethodology ~~quarterly~~applied ~~evaluation~~by the Company is designed to assess the appropriateness of the ~~allowance~~ACL-Loans and includes allocations for ~~loan~~individually ~~losses.~~evaluated ~~Consideration~~credit-deteriorated isloans ~~given~~and toloss factor allocations for all remaining loans, with a ~~variety~~component ofprimarily based on historical loss rates and a component primarily based on other qualitative and environmental factors. inThe ~~establishing~~methodology ~~this~~includes ~~estimate~~evaluation ~~including~~and consideration of several factors, including but not limited to: management's ongoing review and grading of the loan portfolio, ~~current~~evaluation ~~economic~~of ~~conditions~~facts and issues related to specific loans, consideration of historical credit loss and delinquency ~~statistics~~experience on each portfolio segment, ~~geographic~~trends in past due and ~~industry~~nonaccrual ~~concentrations~~loans, the ~~adequacy~~risk characteristics of ~~the~~specific ~~underlying~~loans ~~collateral~~or various loan segments, changes in the ~~financial~~size ~~strength~~and character of the ~~borrower~~loan portfolio, ~~results~~concentrations of ~~internal~~loans ~~loan~~to ~~reviews~~specific borrowers or industries, the fair value of underlying collateral, existing economic conditions, and other ~~relevant~~qualitative and quantitative factors which could affect expected credit losses. ~~This~~In ~~evaluation~~addition, isthe ~~inherently~~model ~~subjective~~considers asreasonable itand ~~requires~~supportable ~~material~~economic ~~estimates~~forecasts ~~that~~to assess the collectability of future cash flows. While management uses the best information available to make its evaluation, future adjustments to the ACL-Loans may be ~~susceptible~~necessary toif there are significant changes in economic conditions (both current and forecast) or circumstances underlying the collectability of loans. Because each of the criteria used is subject to change, the allocation of the ACL-Loans is made for analytical purposes and is not necessarily indicative of the trend of future credit losses in any particular loan category. The ACL-Loans is available to absorb losses from any segment of the loan portfolio. Management believes the ACL-Loans is appropriate at December 31, 2023. The allowance analysis is reviewed by the board of directors on a quarterly basis.

~~The~~Consolidated ~~analysis~~net ~~has~~income ~~two components, specific~~ and ~~general~~stockholders' ~~allowances.~~equity ~~The~~could ~~specific allowance is for unconfirmed losses related to loans that are determined to~~ be ~~impaired.~~affected ~~Impairment~~if ismanagement's ~~measured~~estimate byof ~~determining~~ the ~~present~~ACL-Loans ~~value~~necessary ofto cover expected ~~future~~credit ~~cash~~losses ~~flows~~is ~~or,~~subsequently ~~for~~materially ~~collateral-dependent loans~~different, ~~the~~requiring ~~fair~~a ~~value~~change ofin the ~~collateral,~~level ~~adjusted~~of provision for ~~market~~credit ~~conditions~~losses ~~and~~to ~~selling~~be ~~expenses~~recorded. IfWhile ~~the~~management ~~fair~~uses ~~value~~currently ofavailable ~~the~~information ~~loan~~to isrecognize ~~less~~expected ~~than~~credit ~~the~~losses ~~loan’s~~on ~~carrying value~~loans, afuture ~~charge~~adjustments isto ~~recorded for~~ the ~~difference.~~ACL-Loans ~~The~~may ~~general~~be ~~allowance,~~necessary ~~which~~based ison ~~for~~newly ~~loans~~received ~~reviewed collectively~~appraisals, isupdated ~~determined~~commercial bycustomer ~~segregating~~financial ~~the~~statements, ~~remaining~~rapidly ~~loans~~deteriorating bycustomer ~~type~~cash ~~of loan~~flow, ~~risk weighting (if applicable)~~ and ~~payment~~changes ~~history.~~in ~~We also analyze historical loss experience, delinquency trends, general~~ economic conditions ~~and~~or ~~geographic~~forecasts ~~and industry concentrations. This analysis establishes historical loss percentages and qualitative factors~~ that ~~are~~affect ~~applied to~~ the ~~loan~~Company's ~~groups~~customers. toAs ~~determine~~an ~~the~~integral ~~amount~~part of ~~the~~their ~~allowance~~examination ~~for~~process, ~~loan~~federal ~~losses~~regulatory ~~necessary~~agencies ~~for~~also ~~loans~~review ~~that~~the ~~are reviewed collectively~~ACL-Loans. ~~The~~Such ~~qualitative~~agencies ~~component~~may isrequire ~~critical~~additions into ~~determining~~ the ~~allowance~~ACL-Loans ~~for~~or ~~loan~~may ~~losses~~require asthat certain ~~trends~~loan ~~may~~balances ~~indicate~~be ~~the~~charged-off ~~need~~or ~~for~~downgraded ~~changes~~into toclassified ~~the allowance for~~ loan ~~losses~~categories ~~based~~when ontheir ~~factors~~credit ~~beyond~~evaluations ~~the~~differ ~~historical~~from ~~loss~~those ~~history.~~of ~~Not~~management ~~incorporating~~based aon ~~qualitative~~their ~~component~~judgments ~~could~~about ~~misstate~~information ~~the~~available ~~allowance~~to ~~for~~them ~~loan~~at ~~losses. Actual loan losses may be significantly more than~~ the ~~allowances~~time weof ~~have~~their ~~established which could result in a material negative effect on our financial results~~examination.

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 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 any imprecision in estimating these factors can impact the amount of gain or loss recorded. A more detailed description of the fair values measured at each level of the fair value hierarchy and the methodology utilized by us can be found in Note 15 of the notes to our audited consolidated financial statements titled “Fair Value.”

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 including consideration of applicable tax planning strategies. The judgments and estimates we make in determining our deferred tax assets, which are inherently subjective, weigh all positive and negative evidence and are reviewed on a regular basis as regulatory and business factors change. Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets.

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 including consideration of applicable tax planning strategies. The judgments and estimates we make in determining our deferred tax assets, which are inherently subjective, weigh all positive and negative evidence and are reviewed on a regular basis as regulatory and business factors change. Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets.

Comparison of Financial Condition at December 31, 2022 and December 31, 2021

Total Assets. Total assets were $543.0 million at December 31, 2022, an increase of $3.4 million, or 0.6%, when compared to total assets of $539.6 million at December 31, 2021. The increase was primarily due to a $35.8 million increase in net loans, a $5.1 million increase in other assets and a $2.1 million increase in available-for-sale securities. This increase was partially offset by a $38.5 million decrease in cash and cash equivalents.

Cash and Cash Equivalents. Cash and cash equivalents decreased $38.5 million, or 57.6%, to $28.3 million at December 31, 2022, from $66.8 million at December 31, 2021. This decrease was primarily due to the purchase of $37.1 million in available-for-sale securities, a $36.3 million increase in loans, the origination of $21.9 million in mortgage loans held for sale and $21.0 million in principal payments on FHLB advances. These decreases in cash and cash equivalents were partially offset by $37.0 million in proceeds from FHLB advances, $23.6 million from the sale of mortgage loans held for sale and $19.0 million from maturities and payments on available-for-sale securities.

Available-for-Sale Securities. Available-for-sale securities increased $2.1 million, or 1.9%, to $114.5 million at December 31, 2022, from $112.4 million at December 31, 2021. The increase was primarily due to purchases of securities totaling $37.1 million, offset by maturities, prepayments and calls of securities totaling $19.0 million and a $15.9 million increase in the unrealized loss on securities held within the portfolio. The increase in securities purchases was the result of management’s strategy, implemented in the fourth quarter of 2021 and substantially concluded in the first quarter of 2022, to invest a significant portion of the Company’s liquidity that was held in cash and cash equivalents into securities with higher yields to increase future earnings, while maintaining a high degree of liquidity. During the remainder of 2022, the purchase of additional securities significantly decreased and the maturity, payments and calls of securities were primarily used to partially fund the growth of the loan portfolio. From December 31, 2021 to December 31, 2022, U.S. Treasury notes increased $7.1 million and government-sponsored mortgage-backed securities increased $118,000, while obligations of states and political subdivisions decreased $3.1 million and asset-backed securities decreased $2.0 million.

Loans Held for Sale. Loans held for sale decreased $1.1 million, or 89.6%, to $125,000 at December 31, 2022, from $1.2 million at December 31, 2021. This decrease was due primarily to a decrease in the volume of first mortgage residential real estate loan originations to be sold into the secondary market as a result of the changing interest rate environment. Originations of mortgage loans held for sale decreased $99.7 million, from $121.6 million in 2021 to $21.9 million in 2022.

Net loans. Net loans increased $35.8 million, or 11.1%, to $359.6 million at December 31, 2022, from $323.8 million at December 31, 2021. The increase was primarily due to a $25.6 million net increase in commercial real estate loans, a $5.5 million net increase in commercial loans and a $4.8 million net increase in first mortgage residential real estate loans. The increase in commercial real estate and commercial loans is a result of the Company's strategy to diversify its loan portfolio into these types of loans.

Included in the loan totals above are loans purchased from other financial institutions. As of December 31, 2022 loan participations purchased totaled $31.6 million, an increase of $29.5 million from the $2.1 million of loans purchased as of December 31, 2021. In addition, the amount available for future draws on these loans totaled $41.2 million at December 31, 2022. Loans purchased during the years ended December 31, 2022 and 2021 were commercial real estate and other commercial loans. While PyraMax Bank’s primary strategy is to grow the loan portfolio organically, the purchase of loan participations was a significant source of our loan growth during 2022 and we will likely continue to consider and evaluate the purchase of additional loan participations from other financial institutions in the future.

During the year ended December 31, 2022, volumes of loan originations were as follows: $158.7 million in commercial real estate and other commercial loans, an increase of $30.2 million from the $128.5 million in originations of these loan types during the year ended December 31, 2021; $38.7 million in total residential real estate loans, a decrease of $118.8 million from the $157.5 million in originations of these loan types during the year ended December 31, 2021; and $14.5 million in total consumer and consumer real estate loans, an increase of $3.4 million from the $11.1 million in originations of these loan types during the year ended December 31, 2021.

Other Assets. Other assets increased $5.1 million, or 83.6%, to $11.2 million at December 31, 2022, from $6.1 million at December 31, 2021. This increase was primarily due to a $4.5 million increase in deferred tax assets, which was primarily the result of the increase in unrealized losses on available-for-sale securities. Other assets also increased as a result of a $452,000 increase in right-of-use lease assets as a result of the adoption of ASU 2016-02 in the first quarter of 2022.

Deposits. Deposits increased $3.2 million, or 0.8%, to $387.7 million at December 31, 2022, from $384.5 million at December 31, 2021. This increase was primarily due to a $26.4 million increase in money market deposits partially offset by a $14.2 decrease in non-interest bearing checking deposits, a $5.0 million decrease in interest bearing checking deposits, a $3.0 million decrease in statement savings deposits and a $1.0 million reduction in certificates of deposit.

During the second half of 2022, market rates of interest began to rise significantly. This increase was due to a number of factors, including the increase in the current and expected rates of inflation. As market rates increased, we also increased the rates paid on our interest-bearing deposits in order to remain competitive with deposit products at other financial institutions and treasury securities. The most significant increase in our deposit rates were made to our money market accounts and certificates of deposit. As a result of the increase in the rate on our money market accounts, a number of depositors transferred their monies from noninterest bearing checking accounts and lower rate interest-bearing checking and savings accounts to money market accounts.

FHLB Advances. Borrowings, consisting entirely of FHLB advances, increased $16.1 million, or 29.1%, to $71.5 million at December 31, 2022, from $55.4 million at December 31, 2021. The increase was primarily due to the use of FHLB advances to partially fund the growth of the loan portfolio. During 2022, the Company borrowed an additional $37.0 million in FHLB advances, which were offset by $20.9 million in maturities of and principal payments on outstanding FHLB advances.

Total Equity. Total equity decreased $15.5 million, or 17.1%, to $75.4 million at December 31, 2022, from $90.9 million at December 31, 2021. The decrease was primarily due to an $11.6 million decrease in accumulated other comprehensive income, which was primarily the result of the increase in the unrealized loss on available-for-sale securities, net of tax. In addition, the repurchase and retirement of shares under the Company's stock repurchase plan resulted in a $3.2 million decrease in total equity and the purchase of shares of stock by the Company's ESOP resulted in a $1.1 million decrease in total equity.

Comparison of Operating Results for the Years Ended December 31, 2022 and December 31, 2021

Net Income. We recorded a net loss of ($148,000) for the year ended December 31, 2022, which represented a decrease of $233,000 from the net income of $85,000 recorded for the year ended December 31, 2021. This decrease was primarily the result of a $2.6 million decrease in noninterest income, partially offset by a $1.7 million increase in net interest income and a $640,000 decrease in noninterest expense.

Interest and Dividend Income. Interest and dividend income increased $2.2 million, or 15.5%, to $16.4 million for the year ended December 31, 2022, from $14.2 million for the year ended December 31, 2021. The increase was due primarily to a $990,000 increase in interest income on loans, which increased from $12.6 million in 2021 to $13.6 million in 2021 and a $944,000 increase in interest income on taxable securities, which increased from $1.4 million in 2021 to $2.3 million in 2022. The increase in interest income on loans was primarily due to a $13.9 million increase in the average amount of loans outstanding, from $332.0 million in 2021 to $346.0 million in 2022, and a 14 basis point increase in the yield earned on loans, from 3.79% in 2021 to 3.93% in 2022. The increase in the yield earned on loans was primarily due to the increase in market rates. Also contributing to the increase in the yield on loans was the receipt of $466,000 as the result of loan prepayment fees and the collection of interest on a previously charged off loan during 2022. The increase in loans is consistent with the Company's strategy to grow the loan portfolio. The increase in interest income on taxable securities was primarily due to the Company's strategy to deploy excess liquidity into securities, which resulted in a $42.5 million increase in the average amount securities outstanding, from $83.0 million in 2021 to $125.5 million in 2022. Also contributing to the increase in interest earned on taxable securities was a 19 basis point increase in the yield earned on securities, from 1.68% in 2021 to 1.87% in 2022, which was primarily due to the increase in market rates.

Average interest-earning assets increased $1.2 million, or 0.2%, to $502.1 million for the year ended December 31, 2022, from $500.9 million for the year ended December 31, 2021. The weighted average yield on interest-earning assets increased 43 basis points, to 3.27% for 2022, from 2.84% for 2021.

Interest Expense. Interest expense increased $455,000, or 29.6%, to $2.0 million for the year ended December 31, 2022, from $1.5 million for the year ended December 31, 2021. Interest expense on deposits increased $332,000, or 42.4%, from $784,000 in 2021 to $1.1 million in 2022. The increase in interest expense on deposits was primarily due to an increase in the average cost of deposits which increased 12 basis points, from 0.28% in 2021 to 0.40% in 2022. Interest expense on money market accounts made up the majority of the increase in interest expense on deposits and increased $304,000, from $261,000 in 2021 to $565,000 in 2022.

~~Interest~~Comparison ~~expense on other borrowings, which consists primarily~~ of ~~FHLB~~Financial ~~advances,~~Condition ~~increased~~at ~~$114,000,~~December ~~or 15.2%~~31, ~~from~~2023 ~~$752,000~~and inDecember ~~2021 to $866~~31,~~000~~ in 2022~~. The~~ ~~increase in our cost of deposits and other borrowings was primarily due to the increase in market rates.~~

~~Net~~Total ~~Interest Income~~Assets. ~~Net~~Total ~~interest~~assets ~~income~~ increased $114.76 million, or 132.47%, to $14557.46 million ~~for~~at ~~the year ended~~ December 31, ~~2022~~2023, from $12543.70 million ~~for~~at ~~the year ended~~ December 31, ~~2021~~2022. The increase was ~~the~~primarily ~~result~~due ofto a $235.28 million increase in ~~interest income~~loans, ~~partially~~net ~~offset~~of bydeferred ~~$455~~costs,~~000~~ ~~increase~~partially inoffset ~~interest~~by ~~expense~~a $15. ~~Our~~1 ~~net~~million ~~interest~~decrease ~~spread~~in ~~increased~~cash 29and ~~basis~~cash ~~points~~equivalents, ~~from~~a 2$4.~~40%~~9 inmillion ~~2021~~decrease ~~to 2.69%~~ in ~~2022. Our~~available-for-sale ~~net~~securities ~~interest~~and ~~margin~~a ~~increased 34 basis points from~~ $2.~~54%~~2 inmillion ~~2021~~decrease ~~to 2.88%~~ in ~~2022~~other assets.

~~Provision~~Cash ~~for~~and ~~Loan~~Cash ~~Losses~~Equivalents. WeCash ~~recorded~~and ~~$222,000~~cash inequivalents ~~provision~~decreased ~~for~~$15.1 ~~loan~~million, ~~losses~~or ~~for~~53.4%, ~~the~~to ~~year~~$13.2 ~~ended~~million at December 31, ~~2022~~2023, ~~compared~~from to $~~30,000~~28.3 ~~for~~million ~~the~~at ~~year ended~~ December 31, ~~2021~~2022. ~~The~~This ~~increase~~decrease ~~in the provision expense~~ was primarily due to ~~the~~$109.0 ~~growth~~million in ~~the~~principal ~~loan~~payments ~~portfolio~~on ~~during~~FHLB ~~the~~advances, ~~year and~~ the ~~establishment~~purchase of ~~loan~~$50.3 ~~loss~~million ~~reserves~~in ~~related~~available-for-sale tosecurities, ~~these~~a ~~loans~~$35. ~~The~~7 ~~allowance~~million ~~for~~increase ~~loan~~in ~~losses~~loans ~~was~~and the origination of $312.24 million, orin ~~0.89%~~mortgage ofloans ~~total~~held ~~loans,~~for atsale. These ~~December~~decreases ~~31,~~were ~~2022,~~partially ~~compared~~offset toby $2108.95 million, orin ~~0.88%~~proceeds offrom ~~total~~FHLB ~~loans~~advances, ~~at December 31, 2021~~$44.4 ~~Nonaccrual~~million ~~loans~~from ~~constituted~~proceeds ~~0.21%~~from sales of ~~total~~available-for-sale ~~gross loans at December 31~~securities, ~~2022~~a ~~and 0~~$16.~~32%~~0 ofmillion ~~gross~~increase ~~loans~~in ~~at December 31~~deposits, ~~2021~~$12.5 ~~Net~~million ~~recoveries~~from ~~for~~maturities ~~the~~and ~~year~~payments ~~ended~~on ~~December~~available-for-sale ~~31,~~securities ~~2022~~and ~~were~~ $~~123,000~~12.1 ~~compared~~million tofrom ~~net~~the ~~recoveries~~sale of ~~$125,000~~mortgage ~~for~~loans ~~the~~held ~~year~~for ~~ended December 31, 2021~~sale.

~~Noninterest~~Available-for-Sale ~~Income~~Securities. ~~Noninterest~~Available-for-sale ~~income~~securities decreased $24.69 million, or 604.53%, ~~from~~to $4109.36 million ~~for~~at ~~the year ended~~ December 31, ~~2021~~2023, tofrom $1114.75 million ~~for~~at ~~the year ended~~ December 31, 2022. The decrease was ~~due~~ primarily due to athe sale of $144.24 million ~~decrease~~of ~~in net gain on~~ available-for-sale ~~of loans~~securities, ~~a $936~~maturities,~~000~~ ~~decline~~prepayments inand ~~income~~calls ~~associated with changes in the market value~~ of ~~marketable equity~~ securities ~~and~~totaling a $~~462,000~~12.5 ~~decrease~~million inand ~~loan~~a ~~servicing fees~~$4. ~~The~~5 ~~decrease~~million in net ~~gain~~loss on ~~sale of loans was primarily~~ the ~~result~~sale of ~~a decrease in the~~ available-for-sale ~~of mortgage loans, which decreased $100~~securities.8 These ~~million,~~decreases orwere ~~81.0%~~partially ~~from~~offset ~~$124.4~~by ~~million~~the inpurchase ~~2021~~of to $2350.63 million in ~~2022. The~~available-for-sale ~~decline~~securities ~~in sales was due primarily to higher mortgage rates~~ and ~~lower housing inventory. The decrease in loan servicing fees was also primarily due to the decrease in loan sales and originations, which resulted in~~ a $286.72 million decrease in the ~~outstanding~~unrealized ~~amount~~loss ofon ~~loans serviced by the Company. The decrease in the market value of marketable equity~~ securities ~~was due to a decrease in the market value of mutual funds~~ held inwithin ~~our deferred compensation plans. We record an offsetting amount for~~ the ~~changes in the market value of equity funds in noninterest expense~~portfolio.

~~Noninterest~~During ~~Expense.~~the ~~Noninterest~~third ~~expense~~quarter ~~decreased~~of ~~$640~~2023,~~000,~~ orthe ~~3.8%,~~Company tocompleted ~~$16.3~~its ~~million~~first ~~for~~balance ~~the~~sheet ~~year~~repositioning ~~ended~~strategy ~~December~~related ~~31,~~to ~~2022~~its ~~from~~investment portfolio. This strategy included the sale of $1621.94 million ~~for~~in ~~the~~book ~~year~~value ~~ended~~of ~~December~~its ~~31,~~lower-yielding ~~2021~~U.S. ~~This~~Treasury ~~decrease~~securities. Proceeds ~~was~~from ~~due~~the ~~primarily~~sale were used to apurchase $~~647~~21.4 million of U.S. government sponsored mortgage-backed securities,~~000~~ ~~decrease~~which inwere ~~salaries~~classified ~~and~~as ~~employee~~available-for-sale ~~benefits~~upon purchase. The ~~decrease~~purchased insecurities ~~salaries~~have ~~and~~a ~~benefits~~positive ~~was~~spread ~~primarily~~differential ~~due~~of toapproximately a456 ~~$936,000~~basis ~~decline~~points incompared to the ~~market~~securities ~~value~~that ofwere ~~marketable~~sold, ~~equity~~which ~~securities~~is ~~held~~anticipated into ~~our~~result ~~deferred~~in ~~compensation~~approximately ~~plan~~$1. We0 ~~record~~million in additional pre-tax earnings, on an ~~offsetting~~annualized ~~amount~~basis. ~~for~~The pre-tax loss on the ~~changes~~sale inof securities was $1.9 million, which the ~~market~~Company ~~value~~estimates ofwill ~~equity~~be ~~funds~~recouped inwithin ~~noninterest~~approximately ~~income~~two years. ~~This~~The ~~decrease~~effective ~~was~~duration ~~partially~~of ~~offset~~the bysecurities asold ~~$131,000~~was ~~increase~~2.8 inyears, ~~incentive~~while ~~bonuses~~the ~~and~~effective aduration ~~$122,000~~of ~~increase~~the insecurities ~~stock~~purchased ~~compensation~~is ~~expense~~1. 7 years.

~~Income~~During ~~Taxes~~the fourth quarter of 2023, the Company completed its second balance sheet repositioning strategy related to its investment portfolio. ~~Income~~This ~~tax~~strategy ~~benefit~~included ~~was~~the (sale of $~~171~~27.5 million in book value of its lower-yielding investment securities. Proceeds from the sale were used to purchase approximately $28.9 million of U.S. government sponsored mortgage-backed securities,~~000)~~ which were classified as available-for-sale upon purchase. The purchased securities have a positive spread differential of approximately 343 basis points compared to the ~~year~~securities ~~ended~~that ~~December~~were 31sold, ~~2022,~~which ~~compared~~is anticipated to ~~income~~result in approximately $1.0 million in additional pre-tax ~~benefit~~earnings, on an annualized basis. The pre-tax loss on the sale of (securities was $642.6 million,~~000)~~ ~~for~~which the ~~year~~Company ~~ended~~estimates ~~December~~will 31be recouped within approximately 2.8 years. The effective duration of the securities sold was 3.6 years, ~~2021~~while the effective duration of the securities purchased is 2.0 years.

~~Deferred~~Loans ~~tax~~Held ~~assets~~for ~~are~~Sale. ~~deferred~~Loans ~~tax~~held ~~consequences~~for ~~attributable~~sale toincreased ~~deductible~~$579,000, ~~temporary~~or ~~differences and carryforwards~~463.2%, ~~After~~from ~~the~~$125,000 ~~deferred~~at ~~tax~~December ~~asset~~31, ~~has~~2022 ~~been~~to ~~measured~~$704,000 ~~using~~at ~~the~~December ~~applicable~~31, ~~enacted~~2023. The ~~tax~~increase ~~rate~~was ~~and~~primarily ~~provisions~~due ofto the ~~enacted~~timing ~~tax~~of ~~law,~~loans itoriginated isas ~~then~~compared ~~necessary~~ to ~~assess~~ the ~~need~~timing ~~for~~of aloan ~~valuation allowance~~sales. The Avolume ~~valuation allowance is needed when, based on the weight~~ of ~~the~~loans ~~available~~originated ~~positive~~ and ~~negative~~sold ~~evidence,~~continued ifto itdecline isand ~~more~~remained ~~likely~~relatively ~~than~~low ~~not~~during ~~that~~2023, ~~some~~as ~~portion~~a result of the ~~deferred~~higher ~~asset~~interest ~~will~~rate ~~not~~environment beand ~~realized.~~lower Asinventory ~~required~~of byhousing ~~generally accepted accounting principles,~~ available ~~evidence~~in isour ~~weighted~~market. Mortgage ~~heavily~~loan onoriginations ~~cumulative~~and ~~losses,~~sales ~~with~~were ~~less~~$12.4 ~~weight~~million ~~placed~~and ~~on future projected profitability~~$12.1 ~~Realization~~million, ofrespectively, ~~the~~during ~~deferred~~2023 ~~tax~~compared ~~asset~~to is$21.9 ~~dependent~~million onand ~~whether~~$23.6 ~~there will be sufficient future taxable income~~million, ~~including available tax strategies~~respectively, ~~of the appropriate character~~ in ~~the period during which deductible temporary differences reverse or within the carryforward periods available under tax law~~2022.

~~Due~~Net loans. Loans held for investment, net of deferred costs, increased $35.8 million, or 9.9%, to ~~recent~~$398.6 ~~changes~~million at December 31, 2023 from $362.8 million at December 31, 2022. The majority of this growth was the result of a $21.0 million, or 10.0%, increase in ~~market~~commercial ~~conditions~~real ~~and~~estate ~~events~~loans, ~~related~~to $231.9 million, a $12.3 million, or 14.4%, increase in first mortgage residential real estate loans to ~~COVID-19~~$97.7 million and a $4.2 million, or 9.6%, increase in non-real estate commercial loans to $47.9 million. The growth in the ~~board~~level of commercial real estate and ~~management~~other ~~continue~~commercial loans is consistent with the Company’s long-term loan strategy to ~~assess~~increase these types of loans within our ~~deferred~~portfolio. The ~~tax~~Company ~~assets~~also ~~including~~purchases ~~forecasted~~loan ~~future~~participations ~~projected~~from ~~income~~other financial institutions. The outstanding balance of loans purchased are included in the totals above and totaled $34.8 million as of December 31, 2023 and $31.6 million as of December 31, 2022. In addition, the amount available for future ~~reversals~~draws on these loans totaled $30.7 million at December 31, 2023. Loans purchased are primarily comprised of ~~existing~~commercial ~~temporary~~real ~~differences~~estate and other commercial loans. The Asincrease ~~such~~in first mortgage loans is primarily due to an increase in adjustable rate mortgages, ~~there~~as ~~may~~a beresult ~~additional~~of ~~deferred~~the ~~tax~~current ~~asset~~interest ~~impairment~~rate environment, which resulted in ~~subsequent~~higher ~~periods~~interest rates on fixed rate mortgages.

WeAllowance ~~had~~for ~~federal~~Credit ~~loss~~Losses. On ~~carryforwards~~January of1, ~~$10.5~~2023, ~~million~~the asCompany ofadopted ~~December~~ASU ~~31,~~2016-13 ~~2022.~~which Ofreplaced ~~this~~the ~~amount,~~incurred ~~$2.5~~loss ~~million~~methodology, ~~represents~~which awas ~~tax~~previously ~~loss~~used ~~carryforward~~to ~~from~~calculate the ~~2019~~allowance ~~and~~for ~~2022~~loan ~~tax~~losses, ~~years~~with ~~which~~an ~~has~~expected anlifetime ~~indefinite~~loss ~~carryforward~~methodology ~~period~~("CECL"), ~~due~~as described in Note 1 to the ~~Tax~~Consolidated ~~Cuts~~Financial ~~and~~Statements. The ~~Jobs~~adoption ~~Act~~ of ~~2017.~~ASU ~~The~~2016-13 ~~remaining~~resulted ~~$8.0~~in ~~million~~an initial increase of $412,000 to the allowance for credit losses ~~begin~~for toloans ~~expire~~("ACL infor ~~2030.~~loans") Weand ~~also~~the ~~had~~establishment of a $~~473~~665,000 ofallowance ~~charitable~~for ~~contribution~~credit ~~carryforwards~~losses atfor ~~December~~unfunded ~~31,~~loan ~~2022~~commitments ~~that~~("ACL ~~may~~for beunfunded ~~applied~~loan ~~against~~commitments"). The ~~future~~ACL ~~taxable~~for ~~income~~loans ~~and~~is ~~begin~~included toas ~~expire~~a inseparate ~~2024.~~line item on the Company's Consolidated Balance

We had Wisconsin net operating loss carryforwards of $20.7 million as of December 31, 2022, that may be applied against future state taxable income and which begin to expire in 2024. We also had $476,000 of Wisconsin charitable contribution carryforwards at December 31, 2022 that may be applied against future state taxable income and begin to expire in 2024.

AsSheets ~~a result of our reorganization~~ and ~~conversion from~~ the ~~two-tier~~ACL mutual holding company structure to a fully converted stock holding company and contemporaneous stock offering, the Company incurred an “ownership change” under Section 382 of the Internal Revenue Code (“Section 382”) for ~~both~~unfunded ~~federal~~loan ~~and~~commitments Wisconsin state tax purposes. In general, if a company incurs an ownership change under Section 382, the company’s ability to utilize its net operating loss carryforward to offset its taxable income becomes limited to a certain amount per year. This limitation is ~~generally~~included ~~computed by multiplying the fair market value of the company immediately before the ownership change by an IRS published rate equal to the long-term tax-exempt rate for the month~~ in ~~which~~other ~~the ownership change occurs~~liabilities. The Iftotal weallowance ~~are~~for ~~unable~~credit tolosses ~~offset~~was ~~our taxable income to the maximum permitted amount, we may incur additional income tax liability, which would adversely affect our results of operations~~$4.6 Atmillion ~~this~~at December ~~time~~31, ~~we do not expect the Section 382 change in ownership to have a material impact on the results of operations~~2023.

~~Under~~The ACL for loans was $3.7 million, or 0.94%, of loans, net of deferred costs, at December 31, 2023 compared to an allowance for credit losses of $3.2 million, or 0.89% of loans, net of deferred costs, at December 31, 2022. The increase in the ~~Tax~~ACL ~~Cuts~~for ~~and~~loans ~~Jobs~~was ~~Act~~primarily the result of ~~2017~~the $412,000 increase related to the adoption of ASU 2016-13, a $90,000 provision for ~~federal~~credit losses ~~originating~~and $29,000 in ~~tax~~net ~~years~~recoveries. The ~~after~~ACL ~~January~~for 1unfunded loan commitments was $875,000 ~~2018~~at December 31, we2023. The increase in the ACL for unfunded loan commitments was primarily the result of the $665,000 increase related to the adoption of ASU 2016-13 and a $210,000 provision for credit losses. The additional provision was due to a $6.2 million increase in unfunded loan commitments which are ~~allowed~~expected anto ~~indefinite~~fund, ~~carryforward~~from ~~period~~$41.1 ~~limited~~million at December 31, 2022 to 80$47.3 million at December 31, 2023. Nonaccrual loans represented 0.28% of ~~each~~total ~~subsequent~~loans ~~year’s~~at December ~~net~~31, ~~income~~2023, compared to 0.21% ~~The~~of ~~CARES~~total ~~Act~~loans ~~temporarily~~at ~~repealed~~December ~~this~~31, ~~80%~~2022. Net ~~limitation~~recoveries for the ~~calendar~~year ended December 31, 2023 were $29,000 compared to net recoveries of $123,000 for the year ended December 31, ~~2020~~2022.

~~Wisconsin~~Other ~~law~~Assets. Other ~~generally~~assets ~~allows~~decreased ~~financial~~$2.2 ~~institutions~~million, or 19.6%, to ~~carry~~$9.0 ~~forward~~million at December 31, 2023, from $11.2 million at December 31, 2022. This decrease was primarily due to a ~~Wisconsin~~$1.4 million decrease in net ~~operating~~deferred ~~loss~~tax toassets, primarily a result of changes in Wisconsin tax law in July 2023 and a $590,000 decrease in other real estate owned as a result of the ~~succeeding~~sale 20of ~~taxable~~the ~~years~~former branch facility in West Allis, Wisconsin.

~~Management~~ ~~assesses~~FHLB ~~the~~Stock. ~~available~~FHLB ~~positive~~stock ~~and~~increased ~~negative~~$800,000, ~~evidence~~or to23.5%, ~~estimate~~from ~~whether~~$3.4 ~~sufficient~~million ~~future~~at ~~taxable~~December ~~income~~31, ~~will~~2022 ~~be generated~~ to ~~permit~~$4.2 ~~realization~~million ofat ~~the~~December ~~existing~~31, ~~deferred~~2023. This ~~tax~~increase ~~assets.~~was ~~Such~~primarily ~~objective~~due ~~historical~~to ~~evidence~~the ~~limits~~requirement by the ~~ability~~FHLB to ~~consider~~hold ~~projections~~additional ~~for~~stock, ~~future~~relative ~~growth~~to asthe ~~subjective~~level ~~evidence.~~of advances.

OnDeposits. ~~the~~Deposits ~~basis~~increased of$16.0 ~~this~~million, ~~evaluation~~or 4.1%, asto of$403.7 million at December 31, ~~2022~~2023, ~~and~~from ~~2021~~$387.7 million at December 31, 2022. This increase was primarily due to a ~~valuation~~$81.6 ~~allowance~~million increase in certificates of deposit, partially offset by a $~~934~~32.5 million decrease in money market deposits,~~000~~ ~~has~~a ~~been~~$14.0 ~~recorded~~million todecrease ~~recognize~~in ~~only~~non-interest ~~the~~bearing ~~portion~~checking ofdeposits, ~~the~~a ~~deferred~~$3.6 ~~tax~~million ~~asset~~decrease ~~that~~in isinterest ~~more~~bearing ~~likely~~checking ~~than~~deposits ~~not~~and toa be$15.5 ~~realized~~million decrease in statement savings deposits. As ~~The~~market ~~amount~~interest ofrates ~~the~~have ~~deferred~~increased, ~~tax~~there ~~asset~~has ~~considered~~been ~~realizable~~a shift in our deposit mix from noninterest bearing checking accounts, ~~however~~negotiable order of withdrawal ("NOW") accounts, ~~could~~savings beaccounts ~~adjusted~~and ifmoney ~~estimates~~market accounts into higher rate certificates of ~~future~~deposits ~~taxable~~as ~~income~~customers ~~during~~sought ~~the~~higher ~~carryforward~~yields ~~period~~on ~~are~~their ~~reduced~~funds. The ordecrease ~~increased~~in ornoninterest ifbearing ~~objective~~and ~~negative~~money ~~evidence~~market isdeposits nowas ~~longer~~also ~~present~~partially ~~and~~due ~~additional~~to ~~weight~~the isuse ~~given~~of these funds by our commercial customers to ~~subjective~~fund ~~evidence~~their ~~such~~operations, as ~~our~~their ~~projections~~borrowing ~~for~~cost ~~growth~~have increased during the current interest rate environment.

~~The~~FHLB ~~Company~~Advances. ~~believes~~Borrowings, ~~that~~consisting itentirely isof ~~more~~FHLB ~~likely~~advances, ~~than~~decreased ~~not~~$457,000, ~~that~~or ~~the~~0.6%, ~~benefit~~to ~~from~~$71.0 ~~certain~~million ~~federal~~at ~~charitable~~December ~~contribution~~31, ~~carryforwards~~2023, ~~state~~from ~~net~~$71.5 ~~operating~~million ~~loss~~at ~~carryforwards~~December 31, ~~and~~2022. ~~state~~The ~~charitable~~Company ~~contribution~~utilizes ~~carryforwards~~FHLB ~~will~~advances ~~not~~to bepartially ~~realized.~~fund Inloan ~~recognition~~growth. During of2023, ~~this~~the ~~risk,~~Company weborrowed ~~have~~an ~~provided~~additional a$108.5 ~~valuation~~million ~~allowance~~in ofFHLB ~~$934~~advances,~~000~~ onwhich ~~the~~were ~~deferred~~offset ~~tax~~by ~~assets~~$109.0 ~~related~~million toin ~~these~~maturities ~~carryforwards~~of inand ~~2022~~principal ~~and~~payments ~~2021.~~on outstanding FHLB advances.

Total Equity. Total equity decreased $2.6 million, or 3.4%, to $72.8 million at December 31, 2023, from $75.4 million at December 31, 2022. The decrease was primarily due to a net loss of $6.8 million, a $783,000 adjustment related to the adoption of ASU 2016-13 and the purchase of shares under the Company's stock repurchase plans in the amount of $702,000. These decreases were partially offset by a $4.9 million increase in accumulated other comprehensive income and $678,000 in stock compensation expense. The increase in accumulated other comprehensive income was primarily the result of the decrease in the unrealized loss on available-for-sale securities less realized losses on sale of available-for-sale securities, both net of taxes.

Comparison of Operating Results for the Years Ended December 31, 2023 and December 31, 2022

Net Income. We recorded a net loss of $6.8 million for the year ended December 31, 2023, which represented a decrease of $6.7 million from a net loss of $148,000 for the year ended December 31, 2022. This decrease was primarily the result of a $3.1 million decrease in noninterest income, a $2.1 million decrease in net interest income, a $763,000 increase in noninterest expense and a $559,000 increase in income tax expense.

Interest and Dividend Income. Interest and dividend income increased $4.5 million, or 27.4%, to $20.9 million for the year ended December 31, 2023, from $16.4 million for the year ended December 31, 2022. The increase was due primarily to a $3.4 million increase in interest income on loans, which increased from $13.6 million in 2022 to $17.0 million in 2023. The increase in interest income on loans was primarily due to a 56 basis point increase in the yield earned on loans, from 3.93% in 2022 to 4.49% in 2023 and a $33.0 million increase in the average amount of loans outstanding, from $346.0 million in 2022 to $379.0 million in 2023. The increase in the yield earned on loans was primarily due to the increase in market rates. The increase in the average balance of loans is consistent with the Company's strategy to grow the loan portfolio.

Average interest-earning assets increased $4.6 million, or 0.9%, to $506.7 million for the year ended December 31, 2023, from $502.1 million for the year ended December 31, 2022. The weighted average yield on interest-earning assets increased 85 basis points, to 4.12% for 2023, from 3.27% for 2022.

Interest Expense. Interest expense increased $6.5 million, or 325.0%, to $8.5 million for the year ended December 31, 2023, from $2.0 million for the year ended December 31, 2022. This increase was primarily due to a $5.2 million increase in interest expense on deposits and a $1.3 million increase in interest expense on FHLB advances. The increase in interest expense on deposits was primarily due to an increase in the average cost of deposits of 172 basis points, from 0.40% in 2022 to 2.12% in 2023 and a $20.0 million increase in average interest-bearing deposits outstanding. The increase in interest expense on deposits was primarily due to the increase in market rates of interest and a shift in our deposit mix. As market rates increased, we experienced a decrease in noninterest bearing checking accounts and lower rate deposit accounts and an increase in higher rate certificates of deposit. From 2022 to 2023, the average balance of noninterest bearing checking accounts decreased $28.7 million, or 27.2%, NOW accounts decreased $4.8 million, or 13.6% and savings accounts decreased $14.3 million, or 21.4%. During the same period, the average balance of certificates of deposits increased $37.0 million, or 45.9% and money market accounts increased $2.1 million, or 2.2%. Interest expense on certificates of deposit increased $3.6 million from 2022 to 2023 as a result of the increase in average balance and also a 287 basis point increase in the average rate paid. Interest expense on money market accounts increased $1.4 million from 2022 to 2023 as a result of the increase in average balance and also a 147 basis point increase in the average rate paid.

Interest expense on FHLB advances increased $1.3 million, or 154.0%, from $866,000 in 2022 to $2.2 million in 2023. This increase was primarily due to a 126 basis point increase in the average rate paid on the advances from 1.46% in 2022 to 2.72% in 2023 and a $21.2 million, or 35.6%, increase in the average balance outstanding, from $59.5 million in 2022 to $80.7 million in 2023. The increase in the average rate paid on FHLB advances was primarily due to the increase in market interest rates.

Net Interest Income. Net interest income decreased $2.1 million, or 14.6%, from $14.4 million for the year ended December 31, 2022 to $12.3 million for the year ended December 31, 2023. The decrease was the result of a $6.5 million increase in interest expense, partially offset by a $4.5 million increase in interest and dividend income. Our net interest spread decreased 78 basis points from 2.69% in 2022 to 1.91% in 2023. Our net interest margin decreased 45 basis points from 2.88% in 2022 to 2.43% in 2023.

Provision for Credit Losses. The provision for credit losses was $300,000 for 2023, compared to a $222,000 provision for 2022. The increase in provision was primarily due to continued growth in the loan portfolio and an increase in unfunded loan commitments.

Noninterest Income. Noninterest income decreased $3.1 million, or 182.4%, from $1.7 million for 2022 to ($1.4 million) for 2023. The decrease was primarily the result of a $4.5 million loss on the sale of available-for-sale securities. The loss on sale of securities was the result of the implementation of the Company's balance sheet repositioning strategies which were executed in the third and fourth quarters of 2023. During the third quarter of 2023, the Company completed its first balance sheet repositioning strategy related to its investment portfolio. This strategy included the sale of $21.4 million in book value of its lower-yielding U.S. Treasury securities. Proceeds from the sale was used to purchase $21.4 million of U.S. government sponsored mortgage-backed securities, which were classified as available-for-sale upon purchase. The purchased securities have a positive spread differential of approximately 456 basis points compared to the securities that were sold, which is expected to result in approximately $1.0 million in additional pre-tax earnings, on an annualized basis. The pre-tax loss on the sale of securities was $1.9 million, which the Company estimates will be recouped within approximately two years. The effective duration of the securities sold was 2.8 years, while the effective duration of the securities purchased is 1.7 years. During the fourth quarter of 2023, the Company completed its second balance sheet repositioning strategy related to its investment portfolio. This strategy included the sale of $27.5 million in book value of its lower-yielding available-for-sale securities. Proceeds were used to purchase approximately $28.9 million of U.S. government sponsored mortgage-backed securities, which were classified as available-for-sale upon purchase. The purchased securities have a positive spread differential of approximately 343 basis points compared to the securities that were sold, which is expected to result in approximately $1.0 million in additional pre-tax earnings, on an annualized basis. The pre-tax loss on the sale of securities was $2.6 million, which the Company estimates will be recouped within approximately 2.8 years. The effective duration of the securities sold was 3.6 years, while the effective duration of the securities purchased is 2.0 years.

This decrease was partially offset by a $1.4 million increase in income (loss) associated with changes in the market value of equity securities, from an unrealized loss of $714,000 in 2022, to an unrealized gain of $663,000 in 2023. The increase in the market value of marketable equity securities was due to an increase in the market value of mutual funds held in our deferred compensation plan. We record an offsetting amount for the change in the market of equity securities in noninterest expense. Also offsetting the decrease, was a $220,000 increase in other noninterest income. This increase was primarily due to the $110,000 gain on the sale of the West Allis facility and a $157,000 gain from the collection of benefits from a bank owned life insurance policy.

Noninterest Expense. Noninterest expense increased $700,000, or 4.3%, from $16.3 million in 2022 to $17.0 million in 2023. This increase was primarily due to a $1.4 million increase in the market value of mutual funds held in our deferred compensation plan. We record an offsetting amount for the change in the market of equity securities in noninterest income. This increase was partially offset by a $347,000 decrease in salaries and employee benefits, a $227,000 decrease in other noninterest expenses and a $168,000 decrease in occupancy and equipment expense. The decrease in these expenses are primarily due to cost savings initiatives implemented by the Company.

The Company has taken a number of cost savings initiatives to reduce salary and benefits related expenses. In April 2023, a reduction-in-force ("RIF") was implemented which resulted in the termination of five employees and a $575,000 reduction in annual salaries and benefits expense. Severance costs related to the RIF were $418,000. As part of the RIF, we eliminated the majority of our IT staff and outsourced our network administration to an external third party. The projected annual cost for these IT related services is expected to be $257,000. In addition to the RIF, the Company continued its initiative to review all open positions prior to rehiring. As a result of this

initiative, we eliminated an additional ten full-time equivalent positions during 2023. The elimination of these ten positions is projected to result in a $1.0 million reduction in salaries and benefits expense, on an annual basis, for a total reduction of $1.6 million, including the RIF. In addition, we significantly adjusted our bonus program for 2023 (paid in 2024), which resulted in a $613,000 reduction in salaries and benefits expense for 2023. This included the elimination of projected bonuses for our three executive officers as well as a reduction in bonuses for other positions. The positive impact of these cost savings initiatives was offset by the $418,000 in severance costs related to the RIF, a $315,000 increase in stock-based compensation expense and $163,000 related to the buyout of the employment agreement of the Company's former Executive Vice President, which eliminated future payment obligations under the agreement. The increase in stock based compensation expense was primarily due to the issuance of stock options and awards granted in the third quarter of 2022 under the 2022 Equity Incentive Plan.

The reduction in noninterest expenses was also primarily due to cost savings initiatives by the Company, including a $211,000 reduction in professional and consulting services and a $55,000 reduction in insurance expense.

Income Tax (Benefit) Expense. Income tax expense (benefit) was $388,000 for the year ended December 31, 2023 and ($171,000) for the year ended December 31, 2022.

The increase in tax expense was primarily due to the enactment of 2023 Wisconsin Act 19 (the "Act"), on July 5, 2023, by the Wisconsin legislature. The Act contains a provision that provides financial institutions with a state tax-exemption for interest, fees and penalties earned on qualifying loans. For the exemption to apply, the loan must be $5 million or less, for primarily a business or agricultural purpose, and made to borrowers residing or located in Wisconsin. The exemption first applies to taxable years beginning after December 31, 2022, and applies to loans on the books as of January 1, 2023 and to new loans made after January 1, 2023, that meet the qualifications. As a result of this provision, the Company reversed $98,000 in income tax benefits which had been recorded during the first two quarters of 2023 and increased the valuation allowance for deferred tax assets by $1.8 million, resulting in a one-time $1.9 million increase in tax expense in the third quarter of 2023. The Company also anticipates that its Wisconsin state taxable income will be significantly reduced and/or eliminated in the future as a result of this provision.

Deferred tax assets are deferred tax consequences attributable to deductible temporary differences and carryforwards. After the deferred tax asset has been measured using the applicable enacted tax rate and provisions of the enacted tax law, it is then necessary to assess the need for a valuation allowance. A valuation allowance is needed when, based on the weight of the available positive and negative evidence, it is more likely than not that some portion of the deferred asset will not be realized. As required by generally accepted accounting principles, available evidence is weighted heavily on cumulative losses, with less weight placed on future projected profitability. Realization of the deferred tax asset is dependent on whether there will be sufficient future taxable income, including available tax strategies of the appropriate character in the period during which deductible temporary differences reverse or within the carryforward periods available under tax law.

The Company has federal loss carryforwards of approximately $16.2 million as of December 31, 2023. Of this amount, $8.3 million represents tax loss carryforwards which have an indefinite carryforward period due to the Tax Cuts and Jobs Act of 2017. The remaining $7.9 million of losses begin to expire in 2030. The Company also has $515,000 of charitable contribution carryforwards that may be applied against future taxable income and begin to expire in 2024.

The Company had an ownership change during 2021 which resulted in an annual limitation on the future utilization of both Federal and Wisconsin net operating loss (NOL) carryforwards.

The Company has state net operating loss carryforwards totaling approximately $33.0 million as of December 31, 2023, that may be applied against future state taxable income and begin to expire in 2024. The Company also has $518,000 of charitable contribution carryforwards that may be applied against future taxable income which begin to expire in 2024.

Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit realization of the existing deferred tax assets. Such objective historical evidence limits the ability to consider projections for future growth as subjective evidence.

On the basis of this evaluation, as of December 31, 2023 and December 31, 2022, a valuation allowance of $3.1 million and $934,000, respectively, has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized, reducing our net deferred tax assets to $6.9 million and $8.3 million, at each respective date. The increase in the valuation allowance was primarily due to the Act. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence is no longer present and additional weight is given to subjective evidence such as our projections for growth.

Average Balances and Yields. The following tables sets forth average balance sheets, average yields and costs, and certain other information at and for the periods indicated. No tax-equivalent yield adjustments were made, as the effect thereof was not material. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or interest expense.

	2022								2021
	Year Ended December 31,
	OutstandingAverageBalance			Interest andDividends		AverageYield/Cost			OutstandingAverageBalance			Interest andDividends		AverageYield/Cost
	2023								2022
	AverageOutstandingBalance			Interest andDividends		Yield/CostRate			AverageOutstandingBalance			Interest andDividends		Yield/CostRate
	(Dollars in thousands)
Interest-earning assets:
Loans (1)	$	345,964		$	13,584		3.93	%	$	332,031		$	12,594		3.79	%
Loans(1)	$	379,028		$	17,029		4.49	%	$	345,964		$	13,584		3.93	%
Securities available-for-sale		~~125~~108,~~529~~503			2,~~343~~685		12.8747	%		83125,~~044~~529			12,~~399~~343		1.6887	%
Other interest-earning assets		3019,~~636~~186			~~511~~1,141		15.6795	%		8530,~~815~~636			~~245~~511		01.2967	%
Total interest-earning assets		~~502~~506,~~129~~717			1620,~~438~~855		34.2712	%		~~500~~502,~~890~~129			1416,~~238~~438		23.8427	%
Non-interest-earning assets		3536,~~474~~486								3335,~~274~~474
Total assets	$	~~537~~543,~~603~~203							$	~~534~~537,~~164~~603
Interest-earning liabilities:
Negotiable order of withdrawal accounts	$	35,426		$	76		0.21	%	$	34,207		$	36		0.10	%
NOW accounts	$	30,582		$	272		0.89	%	$	35,426		$	76		0.21	%
Money market accounts		9698,~~182~~306			~~565~~2,029		02.5906	%		9796,~~079~~182			~~261~~565		0.2759	%
Savings accounts		6652,~~928~~588			3325		0.05	%		6466,~~934~~928			3533		0.05	%
Certificates of deposit		80117,~~597~~629			~~442~~4,020		03.5542	%		8180,~~532~~597			~~452~~442		0.55	%
Total interest-bearing deposits		~~279~~299,~~133~~105			16,~~116~~346		02.4012	%		~~277~~279,~~752~~133			~~784~~1,116		0.2840	%
FHLB advances		59,491			866		1.46	%		61,424			752		1.23	%
Federal Home Loan Bank advances		80,702			2,193		2.72	%		59,491			866		1.46	%
Other interest-bearing liabilities		7,~~404~~204			95		0.1207	%		87,~~573~~404			—9	~~— %~~	0.12	%
Total interest-bearing liabilities		~~346~~387,~~028~~011			18,~~991~~544		02.5821	%		~~347~~346,~~749~~028			1,~~536~~991		0.4458	%
Non-interest-bearing deposits		~~105~~76,~~372~~770								82105,~~950~~372
Other non-interest-bearing liabilities		67,~~620~~771								6,~~096~~620
Total liabilities		~~458~~471,~~020~~552								~~436~~458,~~795~~020
Total stockholders’ equity		7971,~~583~~651								9779,~~369~~583
Total liabilities and stockholders’ equity	$	~~537~~543,~~603~~203							$	~~534~~537,~~164~~603
Net interest income				$	1412,~~447~~311							$	1214,~~702~~447
Net interest-earning assets	$	~~156~~119,~~101~~706							$	~~153~~156,~~141~~101
Interest rate spread (2)							2.69	%							2.40	%
Interest rate spread(2)							1.91	%							2.69	%
Net interest margin (3)							2.88	%							2.54	%
Net interest margin(3)							2.43	%							2.88	%
Average interest-earning assets to average interest-bearing liabilities		~~145~~130.1193	%							~~144~~145.0411	%

(1)

Includes net loan fees of ($~~434~~47,000) for ~~2022~~2023 and $~~750~~434,000 for ~~2021~~2022.

(2)

Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.

(3)

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

4648

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 average rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior period average rate). The total column represents the sum of the prior columns. For purposes of this table, 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. There were no out-of-period items or adjustments included within the following table.

	Years Ended December 31,2022 vs. 2021
	Year Ended December 31,2023 vs. 2022
	Increase (Decrease) Due to
	Volume			Rate			TotalIncrease(Decrease)
	(Dollars in thousands)
Interest-earning assets:
Loans	$	~~538~~1,373		$	~~452~~2,072		$	~~990~~3,445
Securities available-for-sale		780			164			944
Securities		(244	)		586			342
Other interest-earning assets		(40	)		306			266
Other		(107	)		737			630
Total interest-earning assets		1,~~278~~022			~~922~~3,395			24,~~200~~417
Interest-bearing liabilities:
Negotiable order of withdrawal accounts		(1	)		(39	)		(40	)
NOW		9			(205	)		(196	)
Money market accounts		2			(306	)		(304	)
Money market deposits		(13	)		(1,451	)		(1,464	)
Savings accounts		(1	)		3			2
Savings		6			2			8
Certificates of deposit		5(289	)		5(3,289	)		10(3,578	)
Total interest-bearing deposits		5(287	)		(~~337~~4,943	)		(~~332~~5,230	)
Borrowings		23(387	)		(~~137~~940	)		(~~114~~1,327	)
Other		—			(94	)		(94	)
Total interest-bearing liabilities		28(674	)		(~~483~~5,879	)		(~~455~~6,553	)
Change in net interest income	$	~~1,306~~348		$	~~439~~(2,484	)	$	1(2,~~745~~136	)

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. Our Asset/Liability Committee is responsible for evaluating the interest rate risk inherent in our assets and liabilities, for determining the level of risk that is appropriate, given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the policy and guidelines approved by our board of directors.

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 use to manage interest rate risk are:

•

originating commercial real estate and commercial loans, which tend to have shorter terms and higher interest rates than owner occupied one- to four-family residential real estate loans, and which generate customer relationships that can result in larger non-interest-bearing checking accounts;

•

selling substantially all of our conforming and eligible jumbo, longer-term, fixed-rate one- to four-family residential real estate loans and retaining the non-conforming and shorter-term, fixed-rate and adjustable-rate one- to four-family residential real estate loans that we originate, subject to market conditions and periodic review of our asset/liability management needs; and

•

reducing our dependence on jumbo and brokered certificates of deposit to support lending and investment activities and increasing our reliance on core deposits, including checking accounts and savings accounts, which are less interest rate sensitive than certificates of deposit.

Our board of directors is responsible for the review and oversight of our executive management team and other essential operational staff which are responsible for our asset/liability analysis. These officers act as an Asset/Liability Committee and are charged with developing and implementing an asset/liability management plan. The committee meets at least quarterly to review pricing and liquidity needs and assess our interest rate risk. We currently utilize a third-party modeling program, prepared on a quarterly basis, to evaluate our sensitivity to changing interest rates, given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the board of directors.

4749

quarterly basis, to evaluate our sensitivity to changing interest rates, given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the board of directors.

We do not engage in material hedging activities, such as engaging in futures, options or swap transactions, or investing in high-risk mortgage derivatives, such as collateralized mortgage obligation residual interests, real estate mortgage investment conduit residual interests or stripped mortgage-backed securities.

The table below sets forth, as of December 31, ~~2022~~2023, the calculation of the estimated changes in our net interest income that would result from the designated immediate changes in the U.S. Treasury yield curve

Change in InterestRates (basis points) (1)	Net Interest IncomeYear 1 Forecast		Year 1 Changefrom Level
	(Dollars in thousands)
+400	$	1613,~~868~~899		246.022	%
+300		1613,~~047~~919		186.037	%
+200		1513,~~241~~861		125.093	%
+100		1413,~~421~~462		62.088	%
Level		13,~~604~~086		—	%
-100		1312,~~517~~915		(01.630	)%
-200		1312,~~184~~560		(34.102	)%
-300		12,~~946~~311		(45.892	)%
-400		12,~~208~~009		(108.323	)%

(1)

Assumes an immediate uniform change in interest rates at all maturities.

Economic Value of Equity. We also monitor interest rate risk through the use of a simulation model that estimates the amounts by which the fair value of our assets and liabilities (our economic value of equity or “EVE”) would change in the event of a range of assumed changes in market interest rates. The quarterly reports developed in the simulation model assist us in identifying, measuring, monitoring and controlling interest rate risk to ensure compliance within our policy guidelines.

The table below sets forth, as of December 31, ~~2022~~2023, the estimated changes in our EVE that would result from the designated instantaneous changes in market interest rates. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions including relative levels of market interest rates, loan prepayments and deposit decay, and should not be relied upon as indicative of actual results.

			Estimated Increase (Decrease) in EVE
Basis Point Change in Interest Rates (1)	Estimated EVE (2)		Amount			Percent
Basis Point (“bp”) Change in Interest Rates(1)	Estimated EVE(2)		Amount			Percent
	(Dollars in thousands)
400	$	75,134	$	(2,293	)		(3.0	)%
+400	$	58,154	$	(9,462	)		(13.99	)%
300		75,443		(1,984	)		(2.6	)%
+300		60,641		(6,975	)		(10.32	)%
200		75,919		(1,508	)		(2.0	)%
+200		63,322		(4,294	)		(6.35	)%
100		76,500		(927	)		(1.2	)%
+100		65,352		(2,264	)		(3.35	)%
—		77,427		—			—
Level		67,616		—			—
-100		8170,~~279~~000		32,~~852~~384			53.053	%
-200		8471,~~434~~793		74,~~007~~177			96.118	%
-300		8472,~~517~~025		74,~~090~~409			96.252	%
-400		8269,~~552~~400		51,~~125~~784			62.664	%

(1)

Assumes an instantaneous uniform change in interest rates at all maturities.

(2)

EVE is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts.

Certain shortcomings are inherent in the methodology used in the above interest rate risk measurement. Modeling changes in EVE requires making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the EVE table presented assumes 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. Accordingly, although the EVE table provides an indication of our interest rate risk exposure at a particular point in time, 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 will differ from actual results.

48The table above indicates that at December 31, 2023, in the event of a 100-basis point increase in interest rates, we would have experienced a 3.35% decrease in our EVE and in the event of a 100-basis point decrease in interest rates, we would have experienced a 3.53% increase in our EVE. In the event of a 200-basis point increase in interest rates at December 31, 2023, we would have

~~measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on EVE and will differ from actual results.~~ 50

experienced a 6.35% decrease in our EVE and in the event of a 200-basis point decrease in interest rates, we would have experienced a 6.18% increase in our EVE.

EVE 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. 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, FHLB advances, principal and interest payments on loans and securities, proceeds from the sale of loans, and proceeds from maturities of securities. ~~We also have the ability to borrow from the Federal Home Loan Bank of Chicago.~~ At December 31, ~~2022~~2023, we had $71.50 million ~~outstanding~~ in advances ~~from~~outstanding, ~~the~~and ~~Federal~~had ~~Home~~additional ~~Loan~~borrowing ~~Bank~~capacity of ~~Chicago~~$100.9 ~~At December 31~~million, ~~2022,~~from wethe ~~had~~Federal ~~$100.0~~Home ~~million~~Loan inBank ~~additional~~of ~~borrowing~~Chicago, ~~capacity~~based aton the ~~Federal~~level ~~Home~~of ~~Loan~~qualifying ~~Bank~~collateral ofcurrently ~~Chicago.~~pledged to the FHLB. Additionally, at December 31, ~~2022~~2023, we had a $1512.0 million federal funds line of credit with the BMO Harris Bank, none of which was drawn at December 31, ~~2022~~2023. We also had a $9.15 million line of credit at the Federal Reserve based on pledged commercial real estate loans of approximately $1112.94 million at December 31, ~~2022~~2023. We had not drawn on the Federal Reserve line as of December 31, ~~2022~~2023.

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 cash equivalents and available-for-sale investment securities. The levels of these assets are dependent 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, investing activities, and financing activities. Net cash ~~provided~~used byin operating activities was ~~approximately~~$709,000 for the year ended December 31, 2023, as compared to $2.6 million ~~and~~net ~~$2.8~~cash ~~million~~provided by operating activities for the ~~years~~year ended December 31, 2022. ~~and~~Net cash used in operating activities for the year ended December 31, ~~2021,~~2023 ~~respectively.~~primarily ~~Net~~consisted ~~cash~~of ~~used~~the origination of $12.4 million in ~~investing~~mortgage ~~activities~~loans ~~was~~held for sale and a net loss of $556.8 million, partially offset by $12.1 million in proceeds from the sale of mortgage loans held for sale and a $504.5 million net loss on the sale of available-for-sale securities. Net cash provided by operating activities for the ~~years~~year ended December 31, 2022 ~~and~~primarily consisted of $23.6 million in proceeds from the sale of mortgage loans held for sale, partially offset by $21.9 million in originations of mortgage loans held for sale. Net cash used in investing activities was $29.3 million for the year ended December 31, ~~2021~~2023, ~~respectively~~as compared to $55. 1 million for the year ended December 31, 2022. Net cash used in investment activities during ~~2022,~~the ~~was~~year ~~primarily~~ended ~~due~~December to31, ~~the~~2023 ~~purchase~~consisted primarily of a $3735.17 million ofnet ~~available-for-sale~~increase ~~securities~~in loans and a $3650.3 million ~~increase~~for inthe ~~net~~purchase ~~loans~~of available-for-sale securities, partially offset by $44.4 million from proceeds from the sale ~~and maturity~~ of available-for-sale securities ofand $1912.05 million from maturities, calls and payments on available-for-sale securities. Net cash used in ~~investing~~investment activities during ~~2021~~the year ended December 31, ~~was~~2022 consisted primarily ~~due~~of to the purchase of $6837.81 million of available-for-sale securities and a $36.3 million net increase in loans, partially offset by ~~proceeds~~$19.0 million from ~~the~~maturities, ~~sale~~calls and ~~maturity~~payments ofon available-for-sale securities. ofNet ~~$12.4~~cash ~~million~~provided ~~and~~by afinancing activities was $514.39 million ~~decrease~~for inthe ~~net~~year ~~loans. Net~~ended ~~cash~~December ~~provided~~31, by2023, ~~financing~~as ~~activities~~compared ~~was~~to $14.1 million for the year ended December 31, 2022. Net cash provided by financing activities for the year ended ~~This~~December ~~increase~~31, ~~was~~2023 primarily ~~due~~resulted tofrom borrowings of $37108.05 million of ~~proceeds from~~ FHLB advances and a $316.20 million increase in deposits, partially offset by $21109.0 million in principal payments on FHLB advances ~~and $3~~.~~2 million paid for the repurchase of common stock under the stock repurchase plan.~~ Net cash provided by financing activities ~~was $22.0 million~~ for the year ended December 31, ~~2021,~~2022 ~~consisting~~ primarily resulted from borrowings of $3537.40 million inof ~~gross~~FHLB ~~proceeds~~advances ~~from the July 2021 stock offering~~ and a $43.72 million increase in deposits, partially offset by $1321.0 million in principal payments on FHLB advances, $23.02 million ~~for~~to repurchase the ~~purchase~~company's ofcommon ~~ESOP~~stock ~~shares~~ and $21.01 million into ~~stock~~purchase ~~offering~~additional ~~costs~~shares for the company's ESOP.

We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. ~~Based~~based on our current strategy to increase core deposits ~~and~~along with the continued use of ~~Federal~~FHLB ~~Home Loan Bank of Chicago~~ advances as well as brokered certificates of ~~deposit as needed~~deposits, ~~we believe we will have the capacity to fund loan growth~~ as ~~well as maintain a strong liquidity position~~needed.

Capital. At December 31, ~~2022~~2023, PyraMax Bank exceeded all regulatory capital requirements with total risk-based capital of $6867.7 million, or 1716.52% of adjusted total assets, which is above the well-capitalized required level of $3941.47 million, or 10.0%;. The ~~and~~Bank had tier 1 leverage capital of $6563.51 million, or 1611.62% of ~~risk-weighted~~adjusted total assets, which is above the well-capitalized required level of $3128.52 million, or 85.0%. ~~There~~Management ~~are~~is nonot aware of any conditions or events since December 31, ~~2022~~2023 that ~~management~~would ~~believes~~ have changed our regulatory capital classification of well-capitalized. For additional information, see Note 16 of the Notes to the Financial Statements.

Off-Balance Sheet Arrangements and Contractual Obligations

Commitments. As a financial services provider, we routinely are a party to various financial instruments with off-balance-sheet risks, such as commitments to extend credit and unused lines of credit. While these contractual obligations represent our potential future cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process accorded to loans we make. For additional information, see Note 11 of the ~~notes~~Notes to the ~~financial~~Financial ~~statements~~Statements.

4951

Contractual Obligations. In the ordinary course of our operations, we enter into certain contractual obligations. Such obligations include operating leases for premises and equipment, agreements with respect to borrowings and deposits, and agreements with respect to securities.

Recent Accounting Pronouncements

For a discussion of the impact of recent accounting pronouncements, see Note 1 of the notes to our financial statements.

Impact of Inflation and Changing Prices

The financial statements and related data presented herein have been prepared in accordance with U.S. GAAP which require the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. The primary impact of inflation on our operations is reflected in increased operating costs. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates, generally, have a more significant impact on a financial institution’s performance than does inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk

For information regarding market risk, see “Item 7. Management’s Discussion and Analysis.”

ITEM 8. Financial Statements and Supplementary Data

The Company’s Consolidated Financial Statements are presented in this Annual Report on Form 10-K beginning at page F-1.

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

ITEM 9A. Controls and Procedures

(a) An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the 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, ~~2022~~2023. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

(b) The Bank’s management is responsible for establishing and maintaining effective internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, the Bank conducted an evaluation of the effectiveness of internal control over financial reporting based on criteria established in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management concluded that the Bank’s system on internal control over financial reporting was effective and met the criteria of the “Internal Control — Integrated Framework (2013)” as of December 31, ~~2022~~2023.

Changes in Internal Control over Financial Reporting

During the quarter ended December 31, ~~2022~~2023, there were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15-d15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

ITEM 9B. Other Information

~~None~~During the fourth quarter of 2023, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of the Corporation’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as that term is used in SEC regulations.

ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

None.

5052

PART III

ITEM 10. Directors, Executive Officers and Corporate Governance

The Company has adopted a Code of Ethics that applies to its principal executive officer, principal financial officer and principal accounting officer or controller or persons performing similar functions. A copy of the Code is available on the Company’s website at www.pyramaxbank.com under “Investor Relations – Governance Documents.”

The information required by this item is incorporated herein by reference to the Proxy Statement to be filed for the Annual Meeting of Stockholders to be held on May 1931, ~~2023~~2024.

ITEM 11. Executive Compensation

The information required by this item is incorporated herein by reference to the Proxy Statement to be filed for the Annual Meeting of Stockholders to be held on May 1931, ~~2023~~2024.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

(a)

Securities Authorized for Issuance under Stock-Based Compensation Plans

Set forth below is information as of December 31, ~~2022~~2023 regarding the Company’s equity compensation plans that have been approved by shareholders. The Company has no equity-based benefit plans, other than its employee stock ownership plan, that were not approved by shareholders.

Number of shares to beissued upon exercise ofoutstanding options andrights

Weighted average optionexercise price

Number of securitiesremaining available forissuance under plan

Equity compensation plans approved by shareholders

~~855~~744,~~902~~407

8.2730

2965,~~043~~837

(1)

No further grants will be made under the 2020 Equity Incentive Plan, which remains in existence solely for the purpose of administering outstanding grants thereunder. On December 31, ~~2022~~2023, ~~645~~600,~~603~~110 options were outstanding with a weighted average exercise price of $8.2730 of which ~~110~~229,~~719~~818 were exercisable as of that date. On December 31, ~~2022~~2023, ~~210~~144,~~299~~297 restricted stock awards were nonvested with a weighted average grant date fair value of $8.7295.

(b)

Security Ownership of Certain Beneficial Owners

The information required by this item is incorporated herein by reference to the Proxy Statement to be filed for the Annual Meeting of Stockholders to be held on May 1931, ~~2023~~2024.

(c)

Security Ownership of Management

The information required by this item is incorporated herein by reference to the Proxy Statement to be filed for the Annual Meeting of Stockholders to be held on May 1931, ~~2023~~2024.

(d)

Changes in Control

Management of the Company knows of no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

ITEM 13. Certain Relationships and Related Transactions and Director Independence

The information required by this item is incorporated herein by reference to the Proxy Statement to be filed for the Annual Meeting of Stockholders to be held on May 1931, ~~2023~~2024.

ITEM 14. Principal Accountant Fees and Services

The information required by this item is incorporated herein by reference to the Proxy Statement to be filed for the Annual Meeting of Stockholders to be held on May 1931, ~~2023~~2024.

PART IV

ITEM 15. Exhibits and Financial Statement Schedules
(a)(1)	Financial Statements
The documents filed as a part of this Form 10-K are:
	(A)	Report of Independent Registered Public Accounting Firm
	(B)	Consolidated Balance Sheets as of December 31, 2022 and 2021
	(C)	Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021
	(D)	Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2022 and 2021
	(E)	Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2022 and 2021
	(F)	Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021
	(G)	Notes to Consolidated Financial Statements.
(a)(2)	Financial Statement Schedules
All financial statement schedules have been omitted as the required information is inapplicable or has been included in the Notes to Financial Statements.

(a)(3)	Exhibits
	3.1	Articles of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (file no. 333-254135), initially filed March 11, 2021.)
	3.2	Bylaws of the Company (Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (file no. 333-254135), initially filed March 11, 2021.)
	4.1	Form of Common Stock Certificate of the Company (Incorporated by reference to Exhibit 4 to the Registration Statement on Form S-1 (file no. 333-254135), initially filed March 11, 2021.)
	4.2	Description of the Company’s Securities (Incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K (file no. 001-40609), filed on March 29, 2022.)
	10.1	Amended and Restated Employment Agreement among PyraMax Bank, the Company and Richard Hurd (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (file no. 001-40609), filed on January 4, 2022)
	10.2	First Amendment to Employment Agreement among PyraMax Bank, FSB, 1895 Bancorp of Wisconsin, Inc. and Richard Hurd (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (file no. 001-40609), filed on October 4, 2022)
	10.3	Employment Agreement between PyraMax Bank and David Ball (Incorporated by reference to Exhibit 10.2 of the Registration Statement on Form S-1 (file no. 333-254135), initially filed on March 11, 2021.)
	4
	10.4	First Amendment to Employment Agreement among PyraMax Bank, FSB, 1895 Bancorp of Wisconsin, Inc. and David Ball (Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K (file no. 001-40609), filed on October 4, 2022)
	10.5	Employment Agreement between PyraMax Bank and Monica Baker (Incorporated by reference to Exhibit 10.3 of the Registration Statement on Form S-1 (file no. 333-254135), initially filed March 11, 2021.)
	10.6	First Amendment to Employment Agreement among PyraMax Bank, FSB, 1895 Bancorp of Wisconsin, Inc. and Monica Baker (Incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K (file no. 001-40609), filed on October 4, 2022)
	10.7	Employment Agreement between PyraMax Bank and Thomas K. Peterson (Incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 (file no. 333-254135), initially filed March 11, 2021.)
	10.8	First Amendment to Employment Agreement among PyraMax Bank, FSB, 1895 Bancorp of Wisconsin, Inc. and Thomas Peterson (Incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K (file no. 001-40609), filed on October 4, 2022)
	10.9	Form of Employment Agreement among PyraMax Bank, the Company and Steven T. Klitzing (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (file no. 001-40609), filed on September 21, 2021)
	10.10	First Amendment to Employment Agreement among PyraMax Bank, FSB, 1895 Bancorp of Wisconsin, Inc. and Steven Klitzing (Incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K (file no. 001-40609), filed on October 4, 2022)
	10.11	Form of Employment Agreement among PyraMax Bank, the Company and Daniel Kempel (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File no. 001-40609), filed on October 13, 2021)
	10.12	Non-Qualified Deferred Compensation Plan (Incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 (file no. 333-254135), initially filed March 11, 2021.)
	10.13	1895 Bancorp of Wisconsin, Inc. 2020 Equity Incentive Plan (Incorporated by reference to Exhibit 10.6 to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 (file no. 333-254135), filed on May 5, 2021)
	10.14	1895 Bancorp of Wisconsin, Inc. 2022 Equity Incentive Plan (Incorporated by reference to Appendix A to the Definitive Proxy Statement (file no. 001-40609), filed on July 18, 2022.)
	21	Subsidiaries
	23	Consent of Wipfli LLP (U.S. PCAOB Auditor Firm ID 344)
	31.1	Certification required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	101 104	The following materials for the year ended December 31, 2022, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive (Loss) Income, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
		* Furnished, not filed

PART IV


ITEM 15. Exhibits and Financial Statement Schedules

(a)(1)	Financial Statements

The documents filed as a part of this Form 10-K are:

	(A)	Report of Independent Registered Public Accounting Firm

	(B)	Consolidated Balance Sheets as of December 31, 2023 and 2022

	(C)	Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

	(D)	Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2023 and 2022

	(E)	Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2023 and 2022

	(F)	Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

	(G)	Notes to Consolidated Financial Statements.

(a)(2)	Financial Statement Schedules

All financial statement schedules have been omitted as the required information is inapplicable or has been included in the Notes to Financial Statements.


(a)(3)	Exhibits

	3.1	Articles of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (file no. 333-254135), initially filed March 11, 2021.)

	3.2	Bylaws of the Company (Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (file no. 333-254135), initially filed March 11, 2021.)

	4.1	Form of Common Stock Certificate of the Company (Incorporated by reference to Exhibit 4 to the Registration Statement on Form S-1 (file no. 333-254135), initially filed March 11, 2021.)

	4.2	Description of the Company’s Securities (Incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K (file no. 001-40609), filed on March 29, 2022.)

	10.1	Amended and Restated Employment Agreement among PyraMax Bank, the Company and Richard Hurd (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (file no. 001-40609), filed on January 4, 2022)

	10.2	First Amendment to Employment Agreement among PyraMax Bank, FSB, 1895 Bancorp of Wisconsin, Inc. and Richard Hurd (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (file no. 001-40609), filed on October 4, 2022)

	10.3	Employment Agreement between PyraMax Bank and David Ball (Incorporated by reference to Exhibit 10.2 of the Registration Statement on Form S-1 (file no. 333-254135), initially filed on March 11, 2021.)
	4
	10.4	First Amendment to Employment Agreement among PyraMax Bank, FSB, 1895 Bancorp of Wisconsin, Inc. and David Ball (Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K (file no. 001-40609), filed on October 4, 2022)

	10.5	Employment Agreement between PyraMax Bank and Monica Baker (Incorporated by reference to Exhibit 10.3 of the Registration Statement on Form S-1 (file no. 333-254135), initially filed March 11, 2021.)

	10.6	First Amendment to Employment Agreement among PyraMax Bank, FSB, 1895 Bancorp of Wisconsin, Inc. and Monica Baker (Incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K (file no. 001-40609), filed on October 4, 2022)



	10.7	Form of Employment Agreement among PyraMax Bank, the Company and Steven T. Klitzing (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (file no. 001-40609), filed on September 21, 2021)

	10.8	First Amendment to Employment Agreement among PyraMax Bank, FSB, 1895 Bancorp of Wisconsin, Inc. and Steven Klitzing (Incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K (file no. 001-40609), filed on October 4, 2022)

	10.9	Form of Employment Agreement among PyraMax Bank, the Company and Daniel Kempel (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File no. 001-40609), filed on October 13, 2021)

	10.10	Non-Qualified Deferred Compensation Plan (Incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 (file no. 333-254135), initially filed March 11, 2021.)

	10.11	1895 Bancorp of Wisconsin, Inc. 2020 Equity Incentive Plan (Incorporated by reference to Exhibit 10.6 to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 (file no. 333-254135), filed on May 5, 2021)

	10.12	1895 Bancorp of Wisconsin, Inc. 2022 Equity Incentive Plan (Incorporated by reference to Appendix A to the Definitive Proxy Statement (file no. 001-40609), filed on July 18, 2022.)

	21	Subsidiaries

	23	Consent of Wipfli LLP (U.S. PCAOB Auditor Firm ID 344)

	31.1	Certification required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	31.2	Certification required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	97	Clawback Policy
	101	The following materials for the year ended December 31, 2023, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Loss, (iv) Consolidated Statements of Changes in


	104	Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

		* Furnished, not filed

ITEM 16. Form 10-K Summary

None.

5456

Signatures

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		1895 Bancorp of Wisconsin, Inc.
Date: March 30, 2023	By:	/s/ David R. Ball
Date: March 29, 2024	By:	/s/ David R. Ball
		David R. BallChief Executive Officer(Duly Authorized Representative)

Pursuant to the requirements of the Securities Exchange of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ David R. Ball	President, Chief Executive Officer and Director	March 3029, ~~2023~~2024
David R. Ball	(Principal Executive Officer)
/s/ Richard B. Hurd Richard B. Hurd	~~Senior Vice President and~~ Director	March 3029, ~~2023~~2024
/s/ Steven T. Klitzing	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	March 3029, ~~2023~~2024
Steven T. Klitzing
/s/ Darrell Francis	Chairman of the Board	March 3029, ~~2023~~2024
Darrell Francis
/s/ Monica Baker	Executive Vice President, Chief Operating Officer and Director	March 3029, ~~2023~~2024
Monica Baker
/s/ Joseph Murphy	Director	March 30, 2023
/s/ Clarence Harris	Director	March 29, 2024
Joseph Murphy
Clarence Harris
/s/ James Spiegelberg	Director	March 30, 2023
/s/ Kristina Hill	Director	March 29, 2024
Kristina Hill
/s/ James Spiegelberg	Director	March 29, 2024
James Spiegelberg
/s/ John Talsky	Director	March 3029, ~~2023~~2024
John Talsky
/s/ Gary Zenobi	Director	March 3029, ~~2023~~2024
Gary Zenobi

5557

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of 1895 Bancorp of Wisconsin, Inc.

Greenfield, Wisconsin

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of 1895 Bancorp of Wisconsin, Inc. and Subsidiary (the "Company") as of December 31, ~~2022~~2023 and ~~2021~~2022, and the related consolidated statements of operations, comprehensive (loss~~) income~~, changes in stockholders’ equity, and cash flows, for each of the years then ended, and the related notes to the consolidated financial statements (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2022~~2023 and ~~2021~~2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Wipfli LLP

Wipfli LLP

We have served as the Company’s auditor since 2011.

~~Eau Claire~~Atlanta, ~~Wisconsin~~Georgia

March 3029, ~~2023~~2024

F-1

1895 BANCORP OF WISCONSIN, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	December 31,
	December 31,2023			December 31,2022
	2022			2021
Assets
Cash and due from banks	$	2611,~~029~~220		$	6526,~~300~~029
Fed funds sold		2,~~315~~030			12,~~503~~315
Cash and cash equivalents		2813,~~344~~250			6628,~~803~~344
Marketable equity securities, stated at fair value		23,~~924~~625			32,~~544~~924
Available-for-sale securities, stated at fair value		114,492			112,440
Available-for-sale securities, stated at fair value (amortized cost $119,055 and $130,233)		109,559			114,492
Loans held for sale		~~125~~704			~~1,183~~125
Loans, net		359,574			323,789
Loans, net of deferred costs		398,568			362,777
Premises and equipment, net		5,451			5,864
Allowance for credit losses for loans		(3,734	)		(3,203	)
Mortgage servicing rights, net		1,860			2,036
Total loans, net of deferred loan costs and allowance for credit losses		394,834			359,574
Federal Home Loan Bank (FHLB) stock, at cost		3,429			3,032
Premises and equipment, net		5,182			5,451
Accrued interest receivable		1,257			948
Mortgage servicing rights, net		1,720			1,860
Cash value of life insurance		14,316			13,892
Federal Home Loan Bank (FHLB) stock, at cost		4,164			3,429
Other assets		11,244			6,108
Accrued interest receivable		1,554			1,257
TOTAL ASSETS	$	543,016		$	539,639
Cash value of life insurance		14,027			14,316
Liabilities and Stockholders' Equity
Other assets		8,988			11,244
Deposits	$	387,721		$	384,501
TOTAL ASSETS	$	557,607		$	543,016
Advance payments by borrowers for taxes and insurance		1,029			1,860
Liabilities and Stockholders’ Equity
FHLB advances		71,464			55,442
Deposits	$	403,683		$	387,721
Accrued interest payable		291			109
Advance payments by borrowers for taxes and insurance		1,233			1,029
Other liabilities		7,149			6,834
FHLB advances		71,007			71,464
TOTAL LIABILITIES		467,654			448,746
Accrued interest payable		1,106			291
Preferred stock, $0.01 par value, 10,000,000 shares authorized at December 31, 2022 and December 31, 2021		—			—
Other liabilities		7,817			7,149
Common stock (par value $0.01 per share) Authorized - 90,000,000 shares at December 31, 2022 and December 31, 2021 Issued - 6,236,168 at December 31, 2022 and 6,402,571 at December 31, 2021 (includes 211,349 and 97,128 unvested shares, respectively) Outstanding - 6,206,105 at December 31, 2022 and 6,372,508 at December 31, 2021 (includes 211,349 and 97,128 unvested shares, respectively)		62			64
TOTAL LIABILITIES		484,846			467,654
Additional paid-in-capital		49,931			52,805
Preferred stock, $0.01 par value, 10,000,000 shares authorized at December 31, 2023 and December 31, 2022		—			—
Unallocated common stock of Employee Stock Ownership Plan (ESOP), 453,792 and 377,077 shares at December 31, 2022 and December 31, 2021, respectively		(4,307	)		(3,432	)
Common stock (par value $0.01 per share) Authorized - 90,000,000 shares at December 31, 2023 and December 31, 2022; Issued – 6,114,183 at December 31, 2023 and 6,236,168 at December 31, 2022 (includes 144,297 and 211,349 unvested shares, respectively); Outstanding – 6,084,665 at December 31, 2023 and 6,206,105 at December 31, 2022 (includes 144,297 and 211,349 unvested shares, respectively)		61			62
Less treasury stock at cost, 30,063 shares at December 31, 2022 and December 31, 2021		(301	)		(301	)
Additional paid-in capital		49,778			49,931
Retained earnings		41,468			41,615
Unallocated common stock of Employee Stock Ownership Plan (ESOP), 434,062 and 453,792 shares at December 31, 2023 and December 31, 2022, respectively		(4,120	)		(4,307	)
Accumulated other comprehensive (loss) income, net of income taxes		(11,491	)		142
Less treasury stock at cost, 29,518 shares at December 31, 2023 and 30,063 shares at December 31, 2022		(295	)		(301	)
Total stockholders' equity		75,362			90,893
Retained earnings		33,892			41,468
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	543,016		$	539,639
Accumulated other comprehensive loss, net of income taxes		(6,555	)		(11,491	)
Total stockholders’ equity		72,761			75,362
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	557,607		$	543,016

See accompanying notes to the consolidated financial statements.

F-2

1895 BANCORP OF WISCONSIN, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share per share data)

	Years ended December 31,
		Year endedDecember 31,
	2022				2021
		2023				2022
Interest and dividend income:
Loans, including fees	$	~~13,584~~$	17,029		$	~~12,594~~$	13,584
Securities, taxable		~~2,343~~	2,685			~~1,399~~	2,343
Other		~~511~~	1,141			~~245~~	511
Total interest and dividend income		~~16,438~~	20,855			~~14,238~~	16,438
Interest expense:
Interest-bearing deposits		~~1,116~~	6,346			~~784~~	1,116
Borrowed funds		~~866~~	2,193			~~752~~	866
Other interest-bearing funds		9	5			—	9
Total interest expense		~~1,991~~	8,544			~~1,536~~	1,991
Net interest income		~~14,447~~	12,311			~~12,702~~	14,447
Provision for loan losses		222				30
Provision for credit losses			300				222
Net interest income after provision for loan losses		14,225				12,672
Net interest income after provision for credit losses			12,011				14,225
Noninterest income:
Service charges and other fees		~~962~~	925			~~964~~	962
Loan servicing, net		~~695~~	668			~~1,157~~	695
Net gain on sale of loans		~~310~~	190			~~1,503~~	310
Net gain on sale of securities		0				12
Net loss on sale of securities			(4,529	)			—
Increase in cash surrender value of insurance		~~424~~	432			~~407~~	424
Unrealized (loss) gain on marketable equity securities		(714	)			222
Unrealized gain (loss) on marketable equity securities			663				(714	)
Other		60	280			5	60
Total noninterest income		~~1,737~~	(1,371	)		~~4,270~~	1,737
Noninterest expense:
Salaries and employee benefits		~~9,778~~	10,145			~~10,425~~	10,492
Advertising and promotions		184				111
Unrealized gain (loss) on marketable equity securities			663				(714	)
Data processing		847				801
Advertising and promotions			163				184
Occupancy and equipment		1,324				1,410
Data processing			886				847
FDIC assessment		135				163
Occupancy and equipment			1,156				1,324
Other		4,013				4,011
FDIC assessment			245				135
Total noninterest expense		16,281				16,921
Other			3,786				4,013
(Loss) income before income taxes		(319	)			21
Total noninterest expense			17,044				16,281
Income tax (benefit)		(171	)			(64	)
Loss before income taxes			(6,404	)			(319	)
Net (loss) income	$	(148	)		$	85
Income tax expense (benefit)			388				(171	)
(Loss) earnings per share:
Net loss		$	(6,792	)		$	(148	)
Basic	$	(0.03	)		$	0.01
Loss per share:
Diluted (1)	$	(0.03	)		$	0.01
Basic		$	(1.23	)		$	(0.03	)
Average common shares outstanding:
Diluted(1)		$	(1.23	)		$	(0.03	)
Basic		5,775,140				5,987,164
Average common shares outstanding:
Diluted(1)		5,775,140				6,190,409
Basic			5,533,959				5,775,140
Diluted(1)			5,533,959				5,775,140

See accompanying notes to the consolidated financial statements.

(1) Diluted loss per share and average shares outstanding excludes all common shares ifas their effect is anti-dilutive.

F-3

1895 BANCORP OF WISCONSIN, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS~~) INCOME~~

(In thousands)

	Years ended December 31,
	Year endedDecember 31,
	2022			2021
	2023			2022
Net (loss) income	$	(148	)	$	85
Net loss	$	(6,792	)	$	(148	)
Other comprehensive (loss) income:
Other comprehensive income (loss):
Unrealized holding (losses) arising during the period on available-for-sale securities		(15,935	)		(1,352	)
Unrealized holding gains (losses) arising during the period on available-for-sale securities		1,716			(15,935	)
Reclassification adjustment for (gains) realized in net income on available-for-sale securities		0			(12	)
Net realized losses on available-for-sale securities included in income		4,529			—
Other comprehensive (loss) income before tax effect		(15,935	)		(1,364	)
Other comprehensive income (loss) before tax effect		6,245			(15,935	)
Tax effect of other comprehensive (loss) income items		4,302			368
Tax effect of other comprehensive income (loss) items		(1,309	)		4,302
Other comprehensive (loss) income, net of tax		(11,633	)		(996	)
Other comprehensive income (loss), net of tax		4,936			(11,633	)
Comprehensive (loss) income	$	(11,781	)	$	(911	)
Comprehensive loss	$	(1,856	)	$	(11,781	)

See accompanying notes to the consolidated financial statements.

F-4

1895 BANCORP OF WISCONSIN, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands)

	Common Stock	~~Common Stock~~			Additional Paid-In Capital	~~Additional Paid-In-Capital~~			Unallocated Common Stock of ESOP	~~Treasury Stock~~			Treasury Stock	~~Unallocated Common StockESOP~~			Retained Earnings	~~Retained Earnings~~			Accumulated Other Comprehensive Income (Loss)	~~Accumulated Other Comprehensive Income (Loss)~~			Total Stockholders' Equity	~~Total Stockholders' Equity~~
Balance, December 31, 2020		$	49			$	20,134			$	(1,228	)		$	(1,615	)		$	41,530			$	1,138			$	60,008
Balance as of January 1, 2022	$	64			$	52,805			$	(3,432	)		$	(301	)		$	41,615			$	142			$	90,893
Net income			—				—				—				—				85				—				85
Net loss		—				—				—				—				(148	)			—				(148	)
Other comprehensive loss		—	—			—	—			—	—			—	—			—	—			(11,633	~~(996~~)	)		(11,633	~~(996~~)	)
Purchase of treasury stock by Rabbi Trust			—				—				(136	)			—				—				—				(136	)
Reimbursement of stock offering costs		—				2				—				—				—				—				2
Sales of treasury stock by Rabbi Trust			—				—				10				—				—				—				10
Purchase of 96,446 shares by ESOP		—				—				(1,062	)			—				—				—				(1,062	)
Repurchase of common stock			—				(15	)			—				—				—				—				(15	)
ESOP shares committed to be released (19,730 shares)		—				13				187				—				—				—				200
Gross proceeds from stock offering			15				35,403				—				—				—				—				35,418
Repurchase and cancellation of shares-stock repurchase program (296,918 shares)		(3	)			(3,170	)			—				—				—				—				(3,173	)
Contribution from 1895 Bancorp of Wisconsin, MHC			—				100				—				—				—				—				100
Purchase and retirement of common stock		—				(81	)			—				—				—				—				(81	)
Stock offering costs			—				(1,988	)			—				—				—				—				(1,988	)
Restricted stock award grants		1				(1	)			—				—				—				—				—
Retirement of treasury shares from stock offering			—				(1,053	)			1,053				—				—				—				—
Stock compensation expense		—				363				—				—				—				—				363
Purchase of 186,914 shares by ESOP			—				—				—				(2,041	)			—				—				(2,041	)
Transactional rounding		—				—				—				—				1				—				1
ESOP shares committed to be released (22,401 shares)			—				22				—				224				—				—				246
Balance as of December 31, 2022	$	62			$	49,931			$	(4,307	)		$	(301	)		$	41,468			$	(11,491	)		$	75,362
Retirement of common stock			—				(69	)			—				—				—				—				(69	)
Net loss		—				—				—				—				(6,792	)			—				(6,792	)
Stock options exercised			—				30				—				—				—				—				30
Other comprehensive income		—				—				—				—				—				4,936				4,936
Stock compensation expense			—				241				—				—				—				—				241
Cumulative effect of change in accounting principle due to adoption of ASU 2016-13		—				—				—				—				(783	)			—				(783	)
Balance, December 31, 2021		$	64			$	52,805			$	(301	)		$	(3,432	)		$	41,615			$	142			$	90,893
ESOP shares committed to be released (19,730 shares)		—				(58	)			187				—				—				—				129
Net loss			—				—				—				—				(148	)			—				(148	)
Repurchase and cancellation of common stock-stock repurchase program (93,877 shares)		(1	)			(701	)			—				—				—				—				(702	)
Other comprehensive loss			—				—				—				—				—				(11,633	)			(11,633	)
Sale of common stock by Rabbi Trust		—				—				—				6				—				—				6
Reimbursement of stock offering costs			—				2				—				—				—				—				2
Purchase and retirement of common stock		—				(91	)			—				—				—				—				(91	)
Purchase of 96,446 shares by ESOP			—				—				—				(1,062	)			—				—				(1,062	)
Stock options exercised (3,159 shares)		—				19				—				—				—				—				19
ESOP shares committed to be released (19,730 shares)			—				13				—				187				—				—				200
Stock compensation expense		—				678				—				—				—				—				678
Repurchase and retirement of shares-stock repurchase program (296,918 shares)			(3	)			(3,170	)			—				—				—				—				(3,173	)
Transactional rounding		—				—				—				—				(1	)			—				(1	)
Retirement of common stock			—				(81	)			—				—				—				—				(81	)
Balance as of December 31, 2023	$	61			$	49,778			$	(4,120	)		$	(295	)		$	33,892			$	(6,555	)		$	72,761
Restricted stock award grants			1				(1	)			—				—				—				—				0
Stock compensation expense			—				363				—				—				—				—				363
Transactional rounding			—				—				—				—				1				—				1
Balance, December 31, 2022		$	62			$	49,931			$	(301	)		$	(4,307	)		$	41,468			$	(11,491	)		$	75,362

See accompanying notes to the consolidated financial statements.

F-5

1895 BANCORP OF WISCONSIN, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

		Years ended December 31,
	Year ended December 31,
		2022				2021
	2023				2022
Cash flows from operating activities
Net (loss) income		$	(148	)		$	85
Net loss	$	(6,792	)		$	(148	)
Adjustments to reconcile net (loss) income to net cash from operating activities:
Adjustments to reconcile net loss to net cash from operating activities
Net amortization of investment securities		81	~~145~~			145	~~221~~
Depreciation		492	~~600~~			600	~~654~~
Provision for loan losses			222				30
Provision for credit losses		300				222
Net change in fair value of marketable equity securities			714				(222	)
Gain on sale of other real estate owned		(110	)			—
Net gain on sale of available-for-sale securities			—				(12	)
Net change in fair value of marketable equity securities		(663	)			714
Stock compensation expense			363				241
Net loss on sale of available for sale securities		4,529				—
Adjustment to mortgage servicing rights valuation			—				(369	)
Stock compensation expense		678				363
(Benefit from) deferred income tax			(171	)			(64	)
Deferred income tax expense (benefit)		388				(171	)
Originations of mortgage loans held for sale		(12,445	~~(21,941~~)	)		(21,941	~~(121,562~~)	)
Proceeds from sales of mortgage loans held for sale		12,056	~~23,634~~			23,634	~~124,366~~
Net gain on sale of mortgage loans held for sale		(190	~~(310~~)	)		(310	~~(1,503~~)	)
ESOP compensation		129	~~200~~			200	~~246~~
Net change in cash value of life insurance		(432	~~(424~~)	)		(424	~~(407~~)	)
Changes in operating assets and liabilities:
Changes in operating assets and liabilities
Net change in mortgage servicing rights		140	~~176~~			176	~~139~~
Accrued interest receivable and other assets		556	~~(520~~	)		(520	~~(174~~)	)
Accrued interest payable and other liabilities		574	45			45	~~1,108~~
Net cash provided by operating activities			2,585				2,777
Net cash (used in) provided by operating activities		(709	)			2,585
Cash flows from investing activities
Proceeds from sales of available-for-sale securities		44,437	—			—	~~1,018~~
Maturities, prepayments and calls of available-for-sale securities			19,006				12,442
Maturities, prepayments, and calls of available-for-sale securities		12,479				19,006
Purchase of available-for-sale securities			(37,138	)			(68,770	)
Purchases of available-for-sale securities		(50,349	)			(37,138	)
Purchase of marketable equity securities		(100	~~(94~~)	)		(94	~~(330~~)	)
Net (increase) decrease in loans			(36,331	)			5,254
Net increase in loans		(35,728	)			(36,331	)
Net capital expenditures for premises and equipment			(187	)			(243	)
Net increase in FHLB stock, net		(735	)			(397	)
Net increase in Federal Home Loan Bank stock			(397	)			—
Proceeds from cash value life insurance death benefits		721				—
Cash received in MHC merger			—				100
Proceeds from sale of other real estate owned		699				—
Net cash used in investing activities			(55,141	)			(50,529	)
Distribution of marketable equity securities		68				—
Cash flows from financing activities
Net capital expenditures for premises and equipment		(812	)			(187	)
Net increase in deposits			3,220				4,653
Net cash used in investing activities		(29,320	)			(55,141	)
Net (decrease) in advance payments by borrowers for taxes and insurance			(831	)			(877	)
Cash flows from financing activities
Proceeds from the issuance of Federal Home Loan Bank advances			37,000				—
Net increase in deposits		15,962				3,220
Principal payments on Federal Home Loan Bank advances			(20,978	)			(12,956	)
Net increase (decrease) in advance payments by borrowers for taxes and insurance		204				(831	)
Gross proceeds from stock offering			—				35,418
Proceeds from the issuance of Federal Home Loan Bank advances		108,500				37,000
Stock offering costs			—				(1,988	)
Principal payments on Federal Home Loan Bank advances		(108,957	)			(20,978	)
Reimbursement of stock offering costs		—	2			2	—
Repurchase of common stock for cancellation			(3,173	)			—
Stock options exercised		19
Purchase of treasury stock			—				(151	)
Repurchase and cancellation of common stock		(702	)			(3,173	)
Purchases of ESOP shares			(1,062	)			(2,041	)
Purchase and retirement of common stock		(91	)			(81	)
Retirement of common stock			(81	)			(69	)
Purchases of ESOP shares		—				(1,062	)
Sale of treasury stock by Rabbi Trust			—				10
Net cash provided by financing activities		14,935				14,097
Stock options exercised			—				30
Net decrease in cash and cash equivalents		(15,094	)			(38,459	)
Net cash provided by financing activities			14,097				22,029
Cash and cash equivalents at beginning of period		28,344				66,803
Net (decrease) in cash and cash equivalents			(38,459	)			(25,723	)
Cash and cash equivalents at end of period	$	13,250			$	28,344
Cash and cash equivalents at beginning of year			66,803				92,526
Supplemental cash flow information
Cash and cash equivalents at end of year		$	28,344			$	66,803
Cash paid during the year for interest	$	7,729			$	1,809
Supplemental cash flow information:
Noncash activities
Cash paid during the year for interest		$	1,809			$	1,610
Loans transferred to held for sale		—				325
Cash received during the year for income taxes		$	—			$	(196	)
Change in right-of-use lease asset and liability		—				528
Noncash activities:
Loans transferred to loans held for sale			325				10,322
Lease liabilities arising from obtaining right-of-use assets			528				—
Issuance of treasury stock – stock compensation plans			—				15
Retirement of treasury stock			—				1,053

See accompanying notes to the consolidated financial statements.

F-6

1895 BANCORP OF WISCONSIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Years Ended December 31, ~~2022~~2023 and ~~2021~~2022 (In thousands)

NOTE 1 — Summary of Significant Accounting Policies

Organization

1895 Bancorp of Wisconsin, Inc., a Maryland corporation (the “Company”, “New 1895 Bancorp”) was formed to serve as the stock holding company for PyraMax Bank, FSB (the “Bank”) as part of the mutual-to-stock conversion of 1895 Bancorp of Wisconsin, MHC. Upon completion of the conversion, which occurred on July 14, 2021, 1895 Bancorp of Wisconsin, MHC and 1895 Bancorp of Wisconsin, a federal corporation (“Old 1895 Bancorp”) ceased to exist and New 1895 Bancorp became the successor corporation to Old 1895 Bancorp. The conversion was accomplished by the merger of 1895 Bancorp of Wisconsin, MHC with and into Old 1895 Bancorp followed by the merger of Old 1895 Bancorp with and into New 1895 Bancorp. The shares of New 1895 Bancorp common stock that were offered for sale in connection with the conversion represented the majority ownership interest in Old 1895 Bancorp owned by 1895 Bancorp of Wisconsin, MHC. On July 14, 2021, public stockholders of Old 1895 Bancorp received 1.3163 shares of common stock of New 1895 Bancorp in exchange for each of their shares of Old 1895 Bancorp. The shares of Old 1895 Bancorp common stock owned by 1895 Bancorp of Wisconsin, MHC were canceled at that time. The conversion and offering were completed on July 14, 2021, and New 1895 Bancorp was organized as a fully public stock holding company, with 100% of the common stock being held by the public. The audited consolidated financial statements and other financial information contained in these consolidated financial statements are for New 1895 Bancorp.

The cost of the reorganization and the issuing of the common stock totaling $2.0 million were deferred and deducted from the sales proceeds of the offering.

PyraMax Bank is a stock savings bank headquartered in Greenfield, Wisconsin. PyraMax Bank operates as a full-service financial institution, providing a full range of financial services, including the granting of commercial, residential, and consumer loans and acceptance of deposits from individual customers and small businesses in the metropolitan Milwaukee, Wisconsin, area. PyraMax Bank is subject to competition from other financial and nonfinancial institutions providing financial products. In addition, PyraMax Bank is subject to the regulations of certain regulatory agencies and undergoes periodic examination by those regulatory agencies.

Jumpstart Our Business Startups Act

~~The~~On April 5, 2012, the Jumpstart Our Business Startups Act (the “JOBS Act”), ~~which~~ was signed into law. onThe ~~April~~JOBS 5,Act ~~2012~~contains provisions that, ~~has~~among ~~made~~other ~~numerous~~things, ~~changes~~reduce tocertain ~~the~~reporting ~~federal~~requirements ~~securities~~for ~~laws~~qualifying topublic ~~facilitate~~companies ~~access~~and todefine ~~capital~~an ~~markets.~~“emerging ~~Under~~growth ~~the~~company.” ~~JOBS~~As ~~Act,~~an aemerging growth company, ~~with~~the ~~total~~Company ~~annual~~may ~~gross~~delay ~~revenues~~adoption of ~~less~~new ~~than~~or ~~$1.0~~revised ~~billion~~financial ~~during~~accounting ~~its~~standards ~~most~~until ~~recently~~such ~~completed~~date ~~fiscal~~that ~~year~~the ~~qualifies~~standards asare anrequired ~~“emerging~~to ~~growth~~be ~~company.”~~adopted ~~The~~by ~~Company~~non-issuer ~~qualifies~~companies. asIf ansuch ~~“emerging~~standards ~~growth~~would ~~company”~~not ~~and~~apply ~~believes~~to ~~that~~non-issuer itcompanies, ~~will~~no ~~continue~~deferral towould ~~qualify~~be asapplicable. anThe ~~“emerging~~Company ~~growth~~intends ~~company”~~to ~~until~~take ~~five~~advantage ~~years~~of ~~from~~ the ~~completion~~benefits of the ~~stock~~extended ~~offering~~transition periods allowed under the JOBS Act.

~~As an “emerging growth company~~Accordingly,” the Company’s ~~has~~financial ~~elected~~statements tomay ~~use~~not ~~the~~be ~~extended~~comparable ~~transition period~~ to ~~delay~~those ~~adoption~~ of ~~new or revised accounting pronouncements applicable to~~ public companies ~~until~~that ~~such~~adopt ~~pronouncements~~new ~~are~~or ~~made~~revised ~~applicable~~financial toaccounting ~~private~~standards ~~companies.~~as ~~Accordingly,~~of ~~the~~an ~~financial~~earlier ~~statements~~date. ~~may~~The ~~not~~effective bedates ~~comparable~~of to the ~~financial~~recent ~~statements~~accounting ofstandards ~~companies~~in ~~that~~Note ~~comply~~1 ~~with~~reflect ~~such~~those ~~new~~that orrelate ~~revised~~to ~~accounting~~non-issuer ~~standards~~companies.

Use of Estimates

In preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and 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 in the near term relate to the determination of the allowance for ~~loan~~credit losses, mortgage servicing rights, the fair values of financial instruments, and the valuation of deferred income tax assets.

Revenue Recognition

Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (Topic 606), established principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.

The majority of the Company’s revenue-generating transactions are not subject to Topic 606, including all interest and dividend income generated from financial instruments. Certain noninterest income items, including loan servicing income, gain on sales of loans, gain on sales of securities, and other noninterest income have been evaluated to not fall within the scope of Topic 606. Elements of noninterest income that are within Topic 606 are as follows:

Fee income on deposit accounts – Revenue from fees charged on deposit accounts is earned through deposit-related services; as well as account maintenance and management, overdraft, non-sufficient funds and other deposit-related fees. Revenue is recognized

F-7

1895 BANCORP OF WISCONSIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Years Ended December 31, ~~2022~~2023 and ~~2021~~2022 (In thousands)

either over time, corresponding with the deposit accounts’ monthly cycle, or at a point in time when transactional based fees and services occur. The review of service charges assessed on deposit accounts included the amount of variable consideration that is a part of the monthly charges.

Sale of foreclosed assets – Revenue from the sale of foreclosed assets is recognized at a point in time when control of the promised asset transfers to the buyer. The Company uses the following indicators to determine when control of a promised asset has been transferred: the seller has a present right to payment for the asset; the buyer has legal title of the asset; the seller has transferred physical possession of the asset; the buyer has the significant risks and rewards of ownership of the asset; or the buyer has accepted the asset.

Merchant card arrangement fees – Customers use a Bank-issued debit or credit card to purchase goods and services, and the Company earns interchange fees on these transactions, typically a percentage of the sale amount of the transaction. The Company records the amount due when it receives the settlement from the payment network. Payments from the payment network are received and recorded into income on a daily basis. There are no contingent debit or credit card interchange fees recorded by the Company that could be subject to a clawback in future periods.

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, interest-bearing and non-interest-bearing accounts in other financial institutions, and federal funds sold, all of which have original maturities of three months or less.

Marketable Equity Securities

The Company holds marketable equity securities, which have a readily determinable fair value, and consist of mutual fund investments and common equity. These securities are recorded at fair value with unrealized gains and losses, due to change in fair value, reflected in noninterest income. Gains and losses on the sale of marketable equity securities are recorded on the trade date and determined using the specific-identification method. The portion of unrealized gains (losses) for the period related to marketable equity securities still held as of December 31, ~~2022~~2023 and ~~2021~~2022 was ($~~714)~~663 and ($~~222~~714), respectively.

Available -for -Sale Securities

Securities classified as available -for -sale are those securities that the Company intends to hold for an indefinite period of time, but not necessarily to maturity. Any decision to sell a security classified as available for sale would be based on various factors, including significant movements in interest rates, changes in the maturity mix of the Company’s assets and liabilities, liquidity needs, regulatory capital requirements, and other similar factors. Securities classified as available for sale are carried at fair value. Unrealized gains or losses are reported as increases or decreases in other comprehensive income (loss), net of the related deferred tax effect. Realized gains or losses, determined on the basis of the cost of specific securities sold, are included in earnings. Gains and losses on the sale of securities are recorded on the trade date and determined using the specific-identification method. Interest and dividends on available securities are recognized as income when earned. Amortization of premiums and accretion of discounts for noncallable securities are recognized in interest income using the interest method over the estimated lives of the securities. The estimated lives of callable securities are calculated using the first call date. The Company excludes accrued interest receivable from the amortized cost basis of securities available for sale when estimating credit losses and when presenting required disclosures in the financial statements. Accrued interest on securities available for sale totaling $473 and $382 at December 31, 2023 and 2022, respectively, was excluded from the amortized cost basis of securities available for sale. The accrual of interest on a security available for sale is discontinued when management believes the issuer will be unable to make payments as they become due. When securities are placed on nonaccrual status, all unpaid accrued interest is reversed against income. No accrued interest was written off during 2023 and 2022.

~~Declines~~Credit inLosses ~~fair~~for ~~value of securities that are deemed to be other than temporary, if applicable, are reflected in earnings as realized losses. In estimating other~~Available-~~than~~for-~~temporary~~Sale impairment losses, management considers the length of time and the extent to which fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient enough to allow for any anticipated recovery in fair value.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 these criteria are met, the Company will write-down the security to fair value as a component of current period earnings. For available-for-sale securities that do not meet either of these criteria, the Company determines whether the decline is value has resulted from credit losses or other factors. This evaluation takes into consideration current market conditions, issuer rating changes and trends, the credit worthiness of the obligator of the security, current analysts’ evaluations, and failure of the issuer to make scheduled interest or principal payments. If the Company determines a credit loss exists, the present value of cash flows expected to be collected are compared to the amortized cost of the security. If the present value of cash flows expected to be collected are less than the amortized cost, an allowance for credit losses is recorded, which is limited by the amount the fair value is less than the amortized cost basis. Any impairment that is not recorded through an allowance for credit losses is recognized in other comprehensive income (loss).

F-8

         1895 BANCORP OF WISCONSIN, INC.

        

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        

         Years Ended December 31, 2023 and 2022

        

         (In thousands)

        

Loans Held for Sale

Loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate. Net unrealized losses, if any, are recognized through a valuation allowance by charges to income. Gains or losses on sales of mortgage loans are recognized based on the difference between the selling price and the carrying value of the related mortgage loan sold.

Loans

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff generally are reported at their outstanding unpaid principal balances adjusted for deferred loan fees and costs, charge-offs, and an allowance for ~~loan~~credit losses. Interest on loans is accrued and credited to income based on the unpaid principal balance. Loan-origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method.

The accrual of interest on loans is discontinued when, in the opinion of management, there is an indication that the borrower may be unable to make payments as they become due. When loans are placed on non-accrual status or charged off, all unpaid accrued interest is reversed against interest income. The interest on these loans is subsequently accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

~~F-8~~Allowance for Credit Losses

~~1895~~Under ~~BANCORP~~the OFcurrent ~~WISCONSIN~~expected credit loss (“CECL”) model, ~~INC.~~the ~~NOTES~~allowance TOfor ~~CONSOLIDATED~~credit ~~FINANCIAL~~losses ~~STATEMENTS~~("ACL") ~~Years~~on ~~Ended~~financial ~~December~~assets ~~31,~~is ~~2022~~a ~~and~~valuation ~~2021~~allowance ~~(In~~estimated ~~thousands)~~at each balance sheet date in accordance with GAAP that is deducted from the financial assets’ amortized cost basis to present the net amount expected to be collected on the financial assets. The CECL model also applies to certain off-balance sheet credit exposures.

~~Allowance~~The Company estimates the allowance for ~~Loan~~credit ~~Losses~~losses on loans based on the underlying assets’ amortized cost basis, which is the amount at which the financing receivable is originated or acquired, adjusted for applicable accretion or amortization of premium, discount, net deferred fees or costs, collection of cash, and charge-offs. In the event that collection of principal becomes uncertain, the Company has policies in place to write-off accrued interest receivable by reversing interest income at the time of this determination. This write-off will occur within 90 days of the determination that the collection of principal becomes uncertain. Therefore, the Company has made a policy election to exclude accrued interest from the amortized cost basis and therefore excludes it from the measurement of the allowance for credit losses. Accrued interest on loans totaling $1.1 million and $874 at December 31, 2023 and 2022, respectively, was excluded from the amortized cost basis of loans.

~~The~~Expected ~~allowance~~credit ~~for loan~~ losses isare ~~maintained~~reflected atin the ~~level~~allowance ~~considered~~for ~~adequate~~credit bylosses ~~management~~through a charge to ~~provide~~provision for credit losses. ~~that~~The ~~are~~Company’s ~~probable~~estimate as of the ~~balance~~allowance ~~sheet~~for ~~date.~~credit ~~The~~losses ~~allowance~~reflects ~~for~~credit ~~loan~~ losses iscurrently ~~established~~expected ~~through~~over athe ~~provision~~remaining ~~for~~contractual ~~loan~~life ~~losses~~of ~~charged~~the toassets. ~~expense~~When asthe ~~losses~~Company ~~are~~deems ~~estimated~~all toor ~~have~~

Filing Compare · 1895 Bancorp of Wisconsin, Inc. /MD/