S-1

As filed with the Securities and Exchange Commission on March 12, 2021

Registration No. 333-                    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Cullman Bancorp, Inc.

Cullman Savings Bank Profit Sharing Plan

(Exact Name of Registrant as Specified in Its Charter)

Maryland	6036	Being applied for
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

316 Second Avenue SW

Cullman, Alabama 35055

(256) 734-1740

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

John A. Riley, III

Chairman of the Board, President and Chief Executive Officer

316 Second Avenue SW

Cullman, Alabama 35055

(256) 734-1740

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Kip A. Weissman, Esq. Ned Quint, Esq. Luse Gorman, PC 5335 Wisconsin Avenue, N.W., Suite 780 Washington, D.C. 20015 (202) 274-2000 Edward G. Olifer, Esq. Stephen F. Donahoe, Esq. Kilpatrick, Townsend & Stockton LLP 607 14th Street, N.W., Suite 900 Washington, D.C. 20005 (202) 208-5800

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:  ☒

If this Form is filed to register additional shares for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	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 to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per share(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee
Common Stock, $0.01 par value per share	7,406,000 shares	$10.00	$74,060,000	$8,080
Participation Interests	499,066 interests (2)			(2)

(1) Estimated solely for purposes of calculating the amount of the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended.

(2) The securities of Cullman Bancorp, Inc. to be purchased by the Cullman Savings Bank Profit Sharing Plan are included in the amount shown for the common stock. Accordingly, no separate fee is required for the participation interests. In accordance with Rule 457(h) of the Securities Act of 1933, as amended, the registration fee has been calculated on the basis of the number of shares of common stock that may be purchased with the current assets of such Plan.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Prospectus Supplement

Interests in

CULLMAN SAVINGS BANK PROFIT SHARING PLAN

Offering of Participation Interests in up to 496,066 Shares of

Cullman Bancorp, Inc.

Common Stock

Cullman Bancorp, Inc., a new Maryland corporation that we refer to as “New Cullman” throughout this supplement, is offering shares of common stock for sale at $10.00 per share in connection with the conversion of Cullman Bancorp, Inc., a federal corporation that we refer to as “Old Cullman,” throughout this prospectus supplement from the mutual holding company to stock holding company form of organization (the “Conversion”). The shares being offered represent the ownership interest in “Old Cullman” owned by Cullman Savings Bank, MHC. Old Cullman’s common stock currently trades on the Pink Open Market operated by OTC Markets Group under the trading symbol “CULL.” We expect that New Cullman’s common stock will be quoted on the Nasdaq Capital Market (“NASDAQ”) upon conclusion of the stock offering and we have applied to list the shares of New Cullman common stock on the NASDAQ under the trading symbol “CULL.”

The Bank has registered on behalf of the Cullman Savings Bank Profit Sharing Plan (the “Plan”) up to 496,066 participation interests so that the trustee of the Plan could purchase up to 496,066 shares of New Cullman common stock in the offering, at the purchase price of $10.00 per share. Of the maximum that may be acquired by the Plan, the shares available to purchase in the Plan will be reduced by the aggregate amount of participant loans outstanding. This prospectus supplement relates to the election of Plan participants to direct the trustee of the Plan to invest up to 100% of their Plan accounts in the Stock Purchase Fund on the date of the stock offering.

The prospectus of New Cullman, dated                     , accompanies this prospectus supplement. It contains detailed information regarding the stock offering of New Cullman common stock and the financial condition, results of operations and business of New Cullman and the Bank. This prospectus supplement provides information regarding the Plan. You should read this prospectus supplement together with the prospectus and keep both for future reference.

For a discussion of risks that you should consider, see “Risk Factors” beginning on page      of the accompanying prospectus and “Notice of Your Rights Concerning Employer Securities” below.

The interests in the Plan and the offering of the shares of New Cullman common stock have not been approved or disapproved by the Federal Deposit Insurance

Corporation, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Securities and Exchange Commission or any other federal or state securities regulator. Any representation to the contrary is a criminal offense.

The securities offered in this prospectus supplement and in the prospectus are not deposits or accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

This prospectus supplement may be used only in connection with offers and sales by New Cullman of participation interests in shares of common stock pursuant to the Plan. No one may use this prospectus supplement to re-offer or resell participation interests or shares of New Cullman common stock acquired through the Plan.

You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. New Cullman, the Bank and the Plan have not authorized anyone to provide you with information that is different.

This prospectus supplement does not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction. Neither the delivery of this prospectus supplement and the prospectus nor any sale of common stock or shares of common stock of New Cullman representing an ownership interest in New Cullman common stock shall under any circumstances imply that there has been no change in the affairs of New Cullman or any of its subsidiaries or the Plan since the date of this prospectus supplement, or that the information contained in this prospectus supplement or incorporated by reference is correct as of any time after the date of this prospectus supplement.

The date of this prospectus supplement is                     .

TABLE OF CONTENTS

THE OFFERING	1
Securities Offered	1
Stock Purchase Fund	1
Purchase Priorities	1
Purchases in the Offering and Oversubscriptions	2
Composition of Cullman Stock Fund	3
Value of the Plan Assets	3
Election to Purchase Stock in the Stock Offering	4
How to Order Stock in the Offering	4
Order Deadline	6
Irrevocability of Transfer Direction	6
Other Purchases in Your Account During the Offering Period	6
Additional Purchases of New Cullman Stock After the Offering	7
Purchase Price of Common Stock in the Offering and After the Offering	7
Nature of a Participant’s Interest in the Common Stock	7
Voting Rights of Common Stock	7
DESCRIPTION OF THE PLAN	8
Introduction	8
Eligibility and Participation	8
Contributions under the Plan	8
Limitations on Contributions	9
Benefits under the Plan	9
Investment of Contributions and Account Balances	9
Performance History	10
Description of the Investment Funds	11
Stock Purchase Fund	15
Withdrawals from the Plan	16
Administration of the Plan	16
Amendment and Termination	17
Merger, Consolidation or Transfer	17
Federal Income Tax Consequences	17
Notice of Your Rights Concerning Employer Securities	18
Additional ERISA Considerations	19
Securities and Exchange Commission Reporting and Short-Swing Profit Liability	20
Financial Information Regarding Plan Assets	20
LEGAL OPINION	20

THE OFFERING

Securities Offered	New Cullman is offering participants in the Cullman Savings Bank Profit Sharing Plan (the “Plan”) the opportunity to purchase stock of New Cullman through the Plan. All purchases of common stock of New Cullman will be denominated in shares of common stock of New Cullman. The common stock will be held in the Stock Purchase Fund established under the Plan in connection with the stock offering, and the common stock is often referred to as “participation interests.” The Plan may acquire up to 496,066 shares of New Cullman common stock in the stock offering. Your investment in stock in connection with the stock offering through the Stock Purchase Fund is subject to the purchase priorities contained in the Plan of Conversion and Reorganization of Cullman Savings Bank, MHC (“Plan of Conversion”). Information with regard to the Plan is contained in this prospectus supplement and information with regard to the financial condition, results of operations and business of New Cullman is contained in the accompanying prospectus. The address of the principal executive office of New Cullman and the Bank is 316 2nd Avenue SW, Cullman, Alabama 35055. The Bank’s telephone number is (256) 734-1740. All elections to purchase stock in the offering and any questions about this prospectus supplement should be addressed to John A. Riley, III, President and Chief Executive Officer, Cullman Savings Bank, 316 2nd Avenue SW, Cullman, Alabama 35055.
Stock Purchase Fund	In connection with the Conversion and stock offering, you may elect to designate a percentage of your Plan account balance (up to 100%, reduced by the amount you then have invested the Cullman Stock Fund and any participant loan you have outstanding) to the Stock Purchase Fund, to be used to purchase common stock of New Cullman issued in the stock offering at $10.00 per share. In making this determination, you should carefully consider the information set forth on page 17 of this prospectus supplement under “Notice of Your Rights Concerning Employer Securities — The Importance of Diversifying Your Retirement Savings.” The trustee of the Stock Purchase Fund will purchase common stock of New Cullman at $10.00 per share to be held as shares of common stock of New Cullman in accordance with your directions.
Purchase Priorities	Plan participants are eligible to direct a transfer of funds to the Stock Purchase Fund. However, such directions are subject to the purchase priorities and purchase limitations in the Plan of Conversion, which provides for a subscription and community offering, as described below.

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In the offering, the purchase priorities are as follows and apply in the case more shares are ordered than are available for sale (an “oversubscription”): Subscription offering: (1)   First, to depositors with accounts at Cullman Savings Bank with aggregate balances of at least $50.00 a the close of business on January 31, 2020. (2)   Second, to Cullman Savings Bank’s tax-qualified plans, including the employee stock ownership plan and the Plan. (3)   Third, to depositors with accounts at Cullman Savings Bank with aggregate balances of at least $50.00 at the close of business on March 31, 2021. (4)   Fourth, to depositors of Cullman Savings Bank at the close of business on [MEMBER RECORD DATE]. If there are shares remaining after all of the orders in the subscription offering have been filled, shares will be offered in a community offering with a preference to natural persons residing in Cullman County, Alabama. If you fall into subscription offering categories (1), (3) or (4) above, you have subscription rights to purchase New Cullman common stock in the subscription offering. You may also be able to purchase shares of New Cullman common stock in the subscription offering even though you are ineligible to purchase through subscription offering categories (1), (3) or (4) by purchasing stock in the Plan through subscription offering category (2), reserved for Cullman Savings Bank’s tax-qualified employee plans.

Purchases in the Offering and Oversubscriptions

The trustee of the Plan will purchase common stock of New Cullman in the stock offering in accordance with your directions. Once you make your election, the amount that you elect to transfer from your existing investment options for the purchase of shares of common stock of New Cullman in connection with the stock offering will be removed from your existing investment options immediately and transferred to an interest-bearing cash account in the Stock Purchase Fund, pending the formal closing of the offering, several weeks later.

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	After the end of the stock offering period, we will determine whether all or any portion of your order may be filled (based on your purchase priority as described above and whether the stock offering is oversubscribed). The amount that can be used toward your order will be applied to the purchase of common stock of New Cullman In the event the stock offering is oversubscribed, i.e. there are more orders for shares of common stock than shares available for sale in the stock offering, and the trustee is unable to use the full amount allocated by you to purchase shares of common stock in the stock offering, the amount that cannot be invested in shares of common stock, and any interest earned, will be reinvested in the other investment funds of the Plan in accordance with your then existing investment election (in proportion to your investment direction for future contributions). If you choose not to direct the investment of your account balances towards the purchase of any shares in the offering, your account balances will remain in the investment funds of the Plan as previously directed by you. At the conclusion of the offering, once the eligible assets in the Stock Purchase Fund have been used to purchase New Cullman common stock, the shares will be transferred to and held in the Cullman Stock Fund. Your interests in the Cullman Stock Fund will be referred to as participation interests and will be denominated in shares of New Cullman common stock.
Composition of Cullman Stock Fund	The value of one participation interest will equal one share of common stock of New Cullman, which will be initially valued at $10. Following the stock offering, each day, the aggregate value of the Cullman Stock Fund will be determined by dividing the total market value of the Cullman Stock Fund at the end of the day by the total number of shares held in the Cullman Stock Fund as of the previous day’s end. The change in share value reflects the day’s change in New Cullman common stock price, and the value of each participation interest should be the same as one share of New Cullman common stock. Your account in the Cullman Stock Fund will be reported to you on your regular Plan participant statements. You can also go on-line at any time to principal.com or call 1-800-547-7754 to review your account balances
Value of the Plan Assets	As of December 31, 2020, the market value of the assets of the Plan attributable to active and former employees of the Bank was approximately $4,960,662.89. The Plan administrator informed

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	each participant of the value of his or her account balance under the Plan as of December 31, 2020, however participants can also go on-line and look at their account balances at any time.
Election to Purchase Stock in the Stock Offering	In connection with the stock offering, the Plan will permit you to direct the trustee to transfer all or a portion of your account balance in the Plan to the Stock Purchase Fund for the purchase of shares of common stock of New Cullman at $10.00 each in the offering. The trustee of the Plan will subscribe for common stock of New Cullman offered for sale in connection with the stock offering, in accordance with each participant’s direction. In making this determination, you should carefully consider the information set forth on page 17 of this prospectus supplement under “Notice of Your Rights Concerning Employer Securities — The Importance of Diversifying Your Retirement Savings.”
How to Order Stock in the Offering	You can elect to transfer (in whole percentages or dollar amounts) all or a portion of your account balance in the Plan to the Stock Purchase Fund. Please note the following conditions concerning this election: •  You can direct all or a portion of your current account to the Stock Purchase Fund in increments of $10.00. •  Your election is subject to a minimum purchase of 25 shares of common stock, which equals $250. •  Your election, plus any order you place outside the Plan, are together subject to a maximum purchase of 25,000 shares, which equals $250,000 or, together with associates or if persons acting in concert with such person or entity, a maximum purchase of 50,000 shares, which equals $500,000. •  The election period closes at 3:00 p.m., Central Time, on [DATE]. •  Your election to purchase common stock in the offering through the Plan will be accepted by Principal Financial Group, the recordkeeper of the Plan. After your election is accepted by Principal Financial Group, it will be used by the trustee to purchase shares of common stock sold in the offering. As of the date of the formal closing of the offering, which will occur several weeks after the election period ends, the common stock purchased based on your election will be transferred to the Stock Purchase Fund and any remaining funds (including any remaining funds due to rounding the

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stock purchase amount down to the closest dollar amount divisible by $10.00) will be transferred out of the Stock Purchase Fund account for your investment in other funds under the Plan, based on your election currently on file for future contributions. During the stock offering period, you will continue to have the ability to transfer amounts that are not directed to purchase stock in the Stock Purchase Fund among all other investment funds.

•  The amount you elect to transfer to the Stock Purchase Fund will be held separately until the offering closes. Therefore, this money is not available for distributions, loans, or withdrawals until the transaction is completed, which is expected to be several weeks after the closing of the subscription offering period.

Follow these steps to make your election to use all or part of your account balance in the Plan to purchase shares of common stock in the stock offering.

•  Go to www.principal.com and log into your Plan account. In Account Login, click on drop down and choose “Personal”, then “GO.” Enter your Username and Password. If you haven’t established your Username and Password, click on the link “Establish your Username and Password” and follow the prompts.

•  On your Personal Summary Page, choose the line for the Cullman Savings Bank Profit Sharing Plan.

•  When you reach “Your Account Overview,” click on “Investments” across the top navigation of the screen, and then click on “change Investments.”

•  When you reach the “Change Investments” screen, click on the box titled “Move Balances.” Then click on Make a transfer.

•  If you want to transfer a percentage of some of your current investments, enter the percentage you would like to transfer “From” each investment. If you would like to transfer a dollar amount, click on “Advanced Transfer Features” and choose “dollars,” then enter the amount you would like to transfer “From” each investment. When you have completed transferring “From” each investment, choose “Continue.” Principal Financial Group will provide additional instructions.

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	•  Enter the percentage or dollars that you will be transferring into the Stock Purchase Fund. The Stock Purchase Fund is a money market investment that will hold the funds until the stock offering is concluded. All of the funds that you transferred “From” other investments must be transferred to another investment. The total percentage must be 100% or, if transferring dollars, all of the dollars must be transferred “To” another investment. •  When you have completed the “To” portion of the transaction, click continue. You will be taken to a confirmation page. Please review your transaction for accuracy, if you need to make changes, click on “Cancel” or “Start Over” or “Previous” to make changes. If the information is correct, click on the box, “I confirm the information above and authorize Principal Life Insurance Company to process this request.” You will receive a communication in your Message Center confirming your transaction.
Order Deadline	If you wish to make an election, then you must make your election online at www.principal.com and return your Stock Information Form in the pre-paid envelope to John A. Riley, III, President and Chief Executive Officer, Cullman Savings Bank, 316 2nd Avenue SW, Cullman, Alabama 35055; no later than [3:00 p.m., Central Time, on [Deadline]]. To allow for processing, this deadline is prior to the subscription offering period deadline (which is [DATE]).
Irrevocability of Transfer Direction	Once you make an election to transfer amounts to the Stock Purchase Fund to be used by the trustee to purchase New Cullman stock in connection with the stock offering, you may not change your election. Your election is irrevocable. You will, however, continue to have the ability to transfer amounts not directed towards the purchase of stock among all of the other investment funds on a daily basis.
Other Purchases in Your Account During the Offering Period	Whether or not you choose to purchase stock in the offering through the Plan, you will at all times have complete access to those amounts in your account that you do not apply towards purchases in the offering. For example, you will be able to purchase other funds within the Plan with that portion of your account balance that you do not apply towards purchases in the offering during the offering period. Such purchases will be made at the prevailing market price in the same manner as you make such purchases now, i.e., through internet access to your account.

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Additional Purchases of New Cullman Stock After the Offering	After the offering closes, you will have the opportunity to direct the Plan trustee to sell any shares that you purchased in the offering. You will also have the opportunity to purchase any additional shares in the open market, to the extent shares are available. New Cullman common stock will be listed on the Nasdaq stock market. Special restrictions may apply to transfers directed to and from the Cullman Stock Fund by the participants who are subject to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, relating to the purchase and sale of securities by officers, directors and principal shareholders of New Cullman.
Purchase Price of Common Stock in the Offering and After the Offering	The trustee will pay $10.00 per share of common stock in the stock offering, which will be the same price paid by all other persons for a share of common stock in the stock offering. No sales commision will be charged for common stock purchased in the stock offering.
Nature of a Participant’s Interest in the Common Stock	The common stock acquired by the trustee will be denominated in shares of common stock of New Cullman in trust for the participants of the Plan. Shares of common stock of New Cullman acquired by the trustee at your direction will be allocated to your account.
Voting Rights of Common Stock	The Bank may allow Plan participants to direct the trustee as to how to vote their shares of New Cullman common stock. If the trustee does not receive voting instructions, the trustee will be directed by the Bank to vote such shares in the same proportion as the voting instructions received from other participants related to their shares of New Cullman common stock held by the Plan, provided that such vote is made in accordance with the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). All voting instructions will be kept confidential.

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DESCRIPTION OF THE PLAN

Introduction

Cullman Savings Bank originally adopted the plan effective as of January 1, 1984. In connection with the Conversion of Old Cullman, the Bank desire to allow participants to purchase common stock of New Cullman in their accounts in the Plan. The Plan is a tax-qualified profit sharing plan established in accordance with the requirements under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

The Bank intends that the Plan, in operation, will comply with the requirements under Section 401(a) of the Code. The Bank will adopt any amendments to the Plan that may be necessary to ensure the continuing qualified status of the Plan under the Code and applicable Treasury Regulations.

ERISA. The Plan is an “individual account plan” other than a “money purchase pension plan” within the meaning of ERISA. As such, the Plan is subject to all of the provisions of Title I (Protection of Employee Benefit Rights) and Title II (Amendments to the Code Relating to Retirement Plans) of ERISA, except to the funding requirements contained in Part 3 of Title I of ERISA, which by their terms do not apply to an individual account plan (other than a money purchase plan). The Plan is not subject to Title IV (Plan Termination Insurance) of ERISA. The funding requirements contained in Title IV of ERISA are not applicable to participants or beneficiaries under the Plan.

Reference to Full Text of Plan. The following portions of this prospectus supplement summarize certain provisions of the Plan. They are not complete and are qualified in their entirety by the full text of the Plan. Copies of the Plan are available to all employees by filing a request with the Plan Administrator c/o Cullman Savings Bank, Attn: John A. Riley, President and Chief Executive Officer. You are urged to read carefully the full text of the Plan.

Eligibility and Participation

As an employee of the Bank, you are eligible to become a participant in the Plan on the entry date coinciding with or immediately following completion of one year of service, completion of 1,000 hours of employment and attainment of age 19. The entry dates under the Plan are January 1 and July 1.

As of December 31, 2020, there were approximately 40 active and former employees with account balances in the Plan.

Contributions under the Plan

No Participant Contributions. You are not permitted to make contributions to the Plan.

Profit Sharing Contributions. The Bank may, in its discretion, make discretionary contributions to the accounts of eligible participants from time to time on a nondiscriminatory basis. The amount of any profit sharing contributions, if made, will be determined in the sole

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discretion of the Bank and will only be available to participants who have 1,000 hours of service during the plan year and are employed on the last of the plan year.

Limitations on Contributions

The total amount of contributions that you make and any contribution your employer makes on your behalf to your account in one year is generally limited to the lesser of 100% of your compensation or $58,000 (for 2021), or if applicable, $64,500 (for 2021) including catch-up contributions.

Rollovers. You may make a rollover contribution of an eligible rollover distribution from any other qualified retirement plan or an individual retirement arrangement (IRA). These funds will be maintained in a separate rollover account in which you will have a nonforfeitable vested interest.

Benefits under the Plan

Vesting. Generally, your profit sharing contributions, if any, will vest in accordance with the following:

Years of Vesting Service	Vesting Percentage
Less than 3	0%
3 or more	100%

Distribution at Termination of Employment. You will be entitled to receive a distribution of the vested amounts in your account when your employment terminates for any reason. Your benefit will be equal to the vested balance of your account. The Plan will make involuntary cash-out distributions of vested account balances in accordance with the Plan. If you are not a 5% or more owner of your employer, your required benefit commencement date is the April 1^st following the close of the year in which the later occurs: you attain age 72 (age 70 ¹⁄₂, if you were born on or before June 30, 1949) or you terminate employment.

Distribution after Death of Participant. In the event of your death, the value of your entire account will be payable to your beneficiary in accordance with the Plan.

Investment of Contributions and Account Balances

All amounts credited to your accounts under the Plan are held in the Plan trust (the “Trust”), which is administered by the trustee of the Plan. Prior to the effective date of the offering, you were provided the opportunity to direct the investments of your account into one of the investment options described below.

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Performance History

The following table provides performance data with respect to the investment funds in the Plan:

	Average Annual Total Return (as of 1/31/2021 quarter end)
Inv Manage or Sub-Advisor Investment Option	1 yr			3 yr		5 yr		10 yr		Since Inception		Inception Date
Vanguard Group Vanguard Value Index Admiral Fund		4.10			4.84		11.65		10.82		6.60		11/13/2000
Principal Global Investors LargeCap S&P 500 Index Separate Account-Z		17.21			11.65		16.09		13.43		10.07		01/01/1990
Vanguard Group Vanguard Growth Index Admiral Fund		34.72			19.90		21.57		16.34		8.20		11/13/2000
Wells Fargo Fund Management Wells Fargo Special Mid Cap Value R6 Fund		4.16			5.21		11.33		11.00		10.31		06/28/2013
Principal Global Investors MidCap S&P 400 Index Separate Account-Z		18.35			7.87		13.91		11.36		10.02		08/31/1999
Carillon Tower Advisors Carillon Eagle Mid Cap Growth R6 Fund		37.23			17.92		21.97		14.85		16.92		08/15/2011
American Beacon Small Cap Value R5 Fund		12.16			2.68		10.29		8.92		9.83		12/31/1998
Principal Global Investors SmallCap S&P 600 Index Separate Account-Z		23.22			9.00		15.18		12.51		10.43		08/31/1999
Janus Henderson Triton N Fund		30.42			14.00		18.92		14.70		16.20		05/31/2012
Principal Real Estate Inv Real Estate Securities Separate Account		(5.45	)		7.71		7.93		9.63		10.87		12/31/2002
Dimensional Fund Advisors DFA Emerging Markets Core Equity I Fund		22.81			1.95		12.79		3.51		8.02		04/05/2005
Dimensional Fund Advisors DFA International Core Equity I Fund		10.69			0.70		9.04		5.11		5.5		09/15/2005
Principal Global Investors Diversified International Separate Account-Z		17.41			3.75		10.23		6.69		7.57		05/20/1987
Vanguard Group Vanguard International Growth Admiral Fund		68.93			20.58		24.74		12.86		10.18		08/13/2001
Multiple Sub-Advisors Principal LifeTime Hybrid Income CIT Z		8.76			5.76		6.22		5.14		6.23		07/07/2009
Multiple Sub-Advisors Principal LifeTime Hybrid 2010 CIT Z		9.79			5.95		7.45		6.36		8.28		07/07/2009
Multiple Sub-Advisors Principal LifeTime Hybrid 2015 CIT Z		10.74			6.20		8.27		7.00		9.11		07/07/2009
Multiple Sub-Advisors Principal LifeTime Hybrid 2020 CIT Z		12.14			6.66		9.28		7.72		9.96		07/07/2009
Multiple Sub-Advisors Principal LifeTime Hybrid 2025 CIT Z		13.29			7.07		10.18		8.32		10.64		07/07/2009
Multiple Sub-Advisors Principal LifeTime Hybrid 2030 CIT Z		14.41			7.39		10.94		8.85		11.22		07/07/2009
Multiple Sub-Advisors Principal LifeTime Hybrid 2035 CIT Z		15.19			7.74		11.64		9.28		11.71		07/07/2009
Multiple Sub-Advisors Principal LifeTime Hybrid 2040 CIT Z		15.76			7.84		12.11		9.62		12.07		07/07/2009
Multiple Sub-Advisors Principal LifeTime Hybrid 2045 CIT Z		16.15			7.92		12.49		9.85		12.38		07/07/2009
Multiple Sub-Advisors Principal LifeTime Hybrid 2050 CIT Z		16.51			8.00		12.81		10.05		12.47		07/07/2009

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Multiple Sub-Advisors Principal LifeTime Hybrid 2055 CIT Z	16.47	7.96	12.94	10.09	12.59	07/07/2009
Multiple Sub-Advisors Principal LifeTime Hybrid 2060 CIT Z	16.83	8.08	13.06	—	9.44	01/01/2014
Multiple Sub-Advisors Principal LifeTime Hybrid 2065 CIT Z	17.48	8.29	—	—	9.35	01/01/2018
AB LP AB High Income Z Fund	2.91	3.42	7.19	5.88	4.99	10/15/2013
BlackRock Advisors, LLC iShares US Aggregate Bond Index K Fund	4.76	5.49	3.94	3.61	5.08	07/02/1993
Capital Research and Mgmt Co American Funds Bond Fund of America R6 Fund	8.41	6.70	4.86	4.29	5.38	05/01/2009
PIMCO Global Bond Opportunities (USD-Hedged) Inst Fund	6.23	4.59	4.65	5.03	5.66	02/25/1998
Vanguard Group Vanguard Inflation-Protected Securities Admiral Fund	9.19	6.25	4.74	3.74	4.10	06/10/2005

Description of the Investment Funds

Fixed Income Guaranteed Option. This is a guaranteed general-account backed group annuity contract, issued by Principal Life Insurance Company (Principal Life) to Principal Trust Company as custodian. A rate of interest contractually guaranteed by Principal Life is credited to participant account balances. No redemption fees, early withdrawal charges, or market value adjustments are charged on participant transfers of assets into or out of the contract. An employer-level surrender of the plan’s interest or initiated transfer will be subject to either a 12-month advance notice or a 5% surrender charge, whichever the plan fiduciary chooses. Notification of a plan’s intent to terminate its interest may be revoked within 90 days of our receipt of such notice, after which time, notice becomes irrevocable. The Fixed Income Guaranteed Option may make available higher guaranteed rates. If these are available and a plan fiduciary chooses to move a plan’s interest to a higher guaranteed rate, a charge of 1.50% of the plan’s interest applies. If there are multiple higher guaranteed rates available, the 1.50% charge applies to each higher rate that the plan fiduciary elects. See the Fact Sheet for important details on this charge.

Vanguard Group Vanguard Value Index Admiral Fund. The investment seeks to track the performance of a benchmark index that measures the investment return of large-capitalization value stocks. The fund employs an indexing investment approach designed to track the performance of the CRSP US Large Cap Value Index, a broadly diversified index predominantly made up of value stocks of large U.S. companies. The advisor attempts to replicate the target index by investing all, or substantially all, of its assets in the stocks that make up the index, holding each stock in approximately the same proportion as its weighting in the index.

Principal Global Investors LargeCap S&P 500 Index Separate Account-Z. The investment option normally invests the majority of assets in common stocks of companies that compose the S&P 500 Index. Management attempts to mirror the investment performance of the index by allocating assets in approximately the same weightings as the S&P 500 Index. Over the long-term, management seeks a very close correlation between the performance of the Separate Account before expenses and that of the S&P 500 Index.

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Vanguard Group Vanguard Growth Index Admiral Fund. The investment seeks to track the performance of a benchmark index that measures the investment return of the CRSP US Large Cap Growth Index. The fund employs an indexing investment approach designed to track the performance of index, a broadly diversified index predominantly made up of growth stocks of large U.S. companies. The advisor attempts to replicate the target index by investing all, or substantially all, of its assets in the stocks that make up the index, holding each stock in approximately the same proportion as its weighting in the index. The fund is non-diversified.

Wells Fargo Fund Management Wells Fargo Special Mid Cap Value R6 Fund. The investment seeks long-term capital appreciation. The fund normally invests at least 80% of its net assets in equity securities of medium-capitalization companies. It invests principally in equity securities of medium-capitalization companies, which the manager defines as securities of companies with market capitalizations within the range of the Russell Midcap(R) Index at the time of purchase.

Principal Global Investors MidCap S&P 400 Index Separate Account-Z. The investment option normally invests the majority of assets in common stocks of companies that compose the S&P MidCap 400 Index. Management attempts to mirror the investment performance of the index by allocating assets in approximately the same weightings as the S&P MidCap 400 Index. Over the long-term, management seeks a very close correlation between the performance of the Separate Account before expenses and that of the S&P MidCap 400 Index.

Carillon Tower Advisors Carillon Eagle Mid Cap Growth R6 Fund. The investment seeks long-term capital appreciation. The fund normally invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in the equity securities of mid-capitalization companies. The fund will invest primarily in the equity securities of companies that the portfolio managers believe have the potential for above-average earnings or sales growth, reasonable valuations and acceptable debt levels.

American Beacon Small Cap Value R5 Fund. The investment seeks long-term capital appreciation and current income. Under normal circumstances, at least 80% of the fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in equity securities of small market capitalization U.S. companies. These companies have market capitalizations of $5 billion or less at the time of investment. The fund’s investments may include common stocks, real estate investment trusts (“REITs”), American Depositary Receipts (“ADRs”) and U.S. dollar-denominated foreign stocks traded on U.S. exchanges (collectively, “stocks”).

Principal Global Investors SmallCap S&P 600 Index Separate Account-Z. The investment seeks long-term growth of capital and normally invests the majority of assets in common stocks of companies that compose the S&P SmallCap 600 Index. Management attempts to mirror the investment performance of the index by allocating assets in approximately the same weightings as the S&P 600 Index. Over the long-term, management seeks a very close correlation between the performance of the Separate Account before expenses and that of the S&P 600 Index.

Janus Henderson Triton N Fund. The investment seeks long-term growth of capital. The fund pursues its investment objective by investing at least 50% of its equity assets in small- and

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medium-sized companies. It may also invest in larger companies with strong growth potential. Small- and medium-sized companies are defined by the portfolio managers as those companies whose market capitalization falls within the range of companies in the Russell 2500(R) Growth Index at the time of initial purchase. The fund may also invest in foreign securities, which may include investments in emerging markets.

Principal Real Estate Inv Real Estate Securities Separate Account-Z. The investment seeks to generate a total return. Under normal circumstances, the fund invests at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of companies principally engaged in the real estate industry at the time of purchase. It invests in value equity securities, an investment strategy that emphasizes buying securities that appear to be undervalued. The fund concentrates its investments (invest more than 25% of its net assets) in securities in the real estate industry. It is non-diversified.

Dimensional Fund Advisors DFA Emerging Markets Core Equity I Fund. The investment seeks long-term capital appreciation. The Portfolio purchases a broad and diverse group of securities associated with emerging markets, which may include frontier markets (emerging market countries in an earlier stage of development), authorized for investment by Dimensional Fund Advisors LP’s (the “Advisor”) Investment Committee (“Approved Markets”), with a greater emphasis on small capitalization, value, and/or high profitability companies.

Dimensional Fund Advisors DFA International Core Equity I Fund. The investment seeks long-term capital appreciation. The fund purchases a broad and diverse group of securities of non-U. S. companies in developed markets with a greater emphasis on small capitalization, value, and/or high profitability companies as compared to their representation in the International Universe. As a non-fundamental policy, under normal circumstances, it will invest at least 80% of its net assets in equity securities.

Principal Global Investors Diversified International Separate Account-Z. The investment option normally invests the majority of assets in companies in at least three different countries. It invests in securities of companies with their principal place of business or principal office outside of the United States; companies for which the principal securities trade on a foreign exchange; and companies, regardless of where their securities are traded, that derive 50% or more of their total revenue from goods or services produced or sold outside of the United States. The Separate Account may invest in securities of companies with small to medium market capitalizations.

Vanguard Group Vanguard International Growth Admiral Fund. The investment seeks to provide long-term capital appreciation. The fund invests predominantly in the stocks of companies located outside the United States and is expected to diversify its assets in countries across developed and emerging markets. In selecting stocks, the fund’s advisors evaluate foreign markets around the world and choose large-, mid-, and small-capitalization companies considered to have above-average growth potential. The fund uses multiple investment advisors.

Multiple Sub-Advisors Principal LifeTime Hybrid Income CIT Z. The investment option seeks current income and, as a secondary objective, capital appreciation. To pursue its goal, this Target Date Fund generally invests in affiliated and may invest in nonaffiliated open-ended

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mutual funds, insurance company separate accounts, and collective trust funds that Principal Trust considers appropriate based on investors who have reached their investment time horizon.

Multiple Sub-Advisors Principal LifeTime Hybrid 2010 CIT Z.

Multiple Sub-Advisors Principal LifeTime Hybrid 2015 CIT Z.

Multiple Sub-Advisors Principal LifeTime Hybrid 2020 CIT Z.

Multiple Sub-Advisors Principal LifeTime Hybrid 2025 CIT Z.

Multiple Sub-Advisors Principal LifeTime Hybrid 2030 CIT Z.

Multiple Sub-Advisors Principal LifeTime Hybrid 2035 CIT Z.

Multiple Sub-Advisors Principal LifeTime Hybrid 2040 CIT Z.

Multiple Sub-Advisors Principal LifeTime Hybrid 2045 CIT Z.

Multiple Sub-Advisors Principal LifeTime Hybrid 2050 CIT Z.

Multiple Sub-Advisors Principal LifeTime Hybrid 2055 CIT Z.

Multiple Sub-Advisors Principal LifeTime Hybrid 2060+ CIT Z.

Multiple Sub-Advisors Principal LifeTime Hybrid 2065 CIT Z. The investment option seeks a total return consisting of long-term growth of capital and current income. To pursue its goal, this Target Date Fund generally invests in affiliated open-ended mutual funds, insurance company separate accounts, unaffiliated mutual funds, and unaffiliated collective trust funds that Principal Trust considers appropriate based on the remaining time horizon of a particular Target Date Fund.

Fixed Income Guaranteed Option. This is a guaranteed general account-backed group annuity contract. A rate of interest contractually guaranteed by Principal Life is credited to participant account balances. The contract makes benefit payments to participants without restriction (i.e. no early termination charges or surrender charges for plan benefit events). A surrender elected by a plan fiduciary will be subject to a 12 month advance notice or a 5% surrender charge, whichever the plan fiduciary chooses. Notification of a plan’s intent to terminate its interest may be revoked within 90 days of our receipt of such notice, after which time, notice becomes irrevocable.

ABLP AB High Income Z Fund. The investment seeks to maximize total returns from price appreciation and income. The fund pursues income opportunities from government, corporate, emerging market and high-yield sources. It has the flexibility to invest in a broad range of fixed-income securities in both developed and emerging market countries. The fund’s investments may include U.S. and non-U.S. corporate debt securities and sovereign debt securities. It may invest, without limitation, in either U.S. Dollar-denominated or non-U.S. Dollar-denominated fixed-income securities.

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BlackRock Advisors, LLC iShares US Aggregate Bond Index K Fund. The investment seeks to provide investment results that correspond to the total return performance of fixed-income securities in the aggregate, as represented by the Bloomberg Barclays U.S. Aggregate Bond Index. The fund is a “feeder” fund that invests all of its assets in the Master Portfolio of MIP, which has the same investment objective and strategies as the fund. Under normal circumstances, at least 90% of the value of the fund’s assets, plus the amount of any borrowing for investment purposes, is invested in securities comprising the Barclays U.S. Aggregate Index.

Capital Research and Mgmt Co American Funds Bond Fund of America R6 Fund. The investment seeks to provide as high a level of current income as is consistent with the preservation of capital. The fund normally invests at least 80% of its assets in bonds and other debt securities. It invests a majority of its assets in debt securities rated A3 or better or A- or better. It may invest in debt securities and mortgage-backed securities issued by government-sponsored entities and federal agencies and instrumentalities that are not backed by the full faith and credit of the U.S. government.

PIMCO Global Bond Opportunities (USD-Hedged) Inst Fund. The investment seeks maximum total return, consistent with preservation of capital. The fund normally invests at least 80% of its assets in Fixed Income Instruments that are economically tied to at least three countries (one of which may be the United States), which may be represented by forwards or derivatives such as options, futures contracts or swap agreements. It normally invests at least 25% of its net assets in instruments that are economically tied to foreign (non-U.S.) countries. The fund may invest, without limitation, in derivative instruments. It is non-diversified.

Vanguard Group Vanguard Inflation-Protected Securities Admiral Fund. The investment seeks to provide inflation protection and income consistent with investment in inflation-indexed securities. The fund invests at least 80% of its assets in inflation-indexed bonds issued by the U.S. government, its agencies and instrumentalities, and corporations. It may invest in bonds of any maturity; however, its dollar-weighted average maturity is expected to be in the range of 7 to 20 years. At a minimum, all bonds purchased by the fund will be rated investment-grade or, if unrated, will be considered by the advisor to be investment-grade.

An investment in any of the funds listed above is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. As with any mutual fund investment, there is always a risk that you may lose money on your investment in any of the funds listed above.

Stock Purchase Fund

In connection with the stock offering, the Plan now offers the Stock Purchase Fund as an additional choice to the investment options described above. The Stock Purchase Fund invests primarily in the shares of common stock of New Cullman In connection with the stock offering, you may, in the manner described earlier, direct the trustee to invest up to 100% of your Plan account in Stock Purchase Fund.

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As of the date of this prospectus supplement, there is no established market for New Cullman common stock. Accordingly, there is no record of the historical performance of the Stock Purchase Fund. Performance of the Stock Purchase Fund depends on a number of factors, including the financial condition and profitability of New Cullman and the Bank and market conditions for shares of New Cullman common stock generally.

Investments in the Stock Purchase Fund involve special risks common to investments in the shares of common stock of New Cullman In making a decision to invest all or a part of your account balance in the Stock Purchase Fund, you should carefully consider the information set forth on page 17 of this prospectus supplement under “Notice of Your Rights Concerning Employer Securities – The Importance of Diversifying Your Retirement Savings.”

For a discussion of material risks you should consider, see “Risk Factors” beginning on page 18 of the attached prospectus and the section of this prospectus supplement called “Notice of Your Rights Concerning Employer Securities” below.

Withdrawals from the Plan

Applicable federal law requires the Plan to impose substantial restrictions on the right of a Plan participant to withdraw amounts held for his or her benefit under the Plan prior to the participant’s termination of employment with the Bank. A substantial federal tax penalty may also be imposed on withdrawals made prior to the participant’s attainment of age 59 ¹⁄₂, regardless of whether such a withdrawal occurs during his or her employment with the Bank or after termination of employment.

Withdrawal from your Account prior to Retirement. Once you have attained age 59 ¹⁄₂, you may request distribution of all or part of the amounts credited to your account.

Hardship Withdrawals. If you incur a financial hardship, you may request a withdrawal from the portion of your account.

Rollover Contributions. You may withdraw amounts you contributed to the Plan as a rollover contribution at any time.

Loan. Loans are not permitted under the Plan.

Administration of the Plan

The Trustee. The trustee of the Plan is John A. Riley, III, President and Chief Executive Officer, Cullman Savings Bank. Mr. Riley serves as trustee for all the investments funds under the Plan, including during the stock offering period for Cullman Bancorp, Inc. common stock.

Plan Administrator. Pursuant to the terms of the Plan, the Plan is administered by the Plan administrator. The address of the Plan administrator is Cullman Savings Bank, 316 2^nd Avenue SW, Cullman, Alabama 35055 The Plan administrator is responsible for the administration of the Plan, interpretation of the provisions of the Plan, prescribing procedures for filing applications for benefits, preparation and distribution of information explaining the Plan,

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maintenance of plan records, books of account and all other data necessary for the proper administration of the Plan, preparation and filing of all returns and reports relating to the Plan which are required to be filed with the U.S. Department of Labor and the Internal Revenue Service, and for all disclosures required to be made to participants, beneficiaries and others under Sections 104 and 105 of ERISA.

Reports to Plan Participants. The Plan administrator will furnish you a statement at least quarterly showing the balance in your account as of the end of that period, the amount of contributions allocated to your account for that period, and any adjustments to your account to reflect earnings or losses (if any). In addition, you can go on-line to principal.com or call 1-(800) 547-7754 at any time to review your account balances.

Amendment and Termination

It is the intention of the Bank to continue the Plan indefinitely. Nevertheless, the Bank may terminate the Plan at any time. If the Plan is terminated in whole or in part, then regardless of other provisions in the Plan, you will have a fully vested interest in your accounts. The Bank reserves the right to make any amendment or amendments to the Plan which do not cause any part of the trust to be used for, or diverted to, any purpose other than the exclusive benefit of participants or their beneficiaries; provided, however, that the Bank may make any amendment it determines necessary or desirable, with or without retroactive effect, to comply with ERISA.

Merger, Consolidation or Transfer

In the event of the merger or consolidation of the Plan with another plan, or the transfer of the trust assets to another plan, the Plan requires that you would receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit you would have been entitled to receive immediately before the merger, consolidation or transfer.

Federal Income Tax Consequences

The following is a brief summary of the material federal income tax aspects of the Plan. You should not rely on this summary as a complete or definitive description of the material federal income tax consequences relating to the Plan. Statutory provisions change, as do their interpretations, and their application may vary in individual circumstances. Finally, the consequences under applicable state and local income tax laws may not be the same as under the federal income tax laws. Please consult your tax advisor with respect to any distribution from the Plan and transactions involving the Plan.

As a “tax-qualified retirement plan,” the Code affords the Plan special tax treatment, including:

(1) the sponsoring employer is allowed an immediate tax deduction for the amount contributed to the Plan each year;

(2) participants pay no current income tax on amounts contributed by the employer on their behalf; and

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(3) earnings of the Plan are tax-deferred, thereby permitting the tax-free accumulation of income and gains on investments.

The Bank will administer the Plan to comply with the requirements of the Code as of the applicable effective date of any change in the law.

Lump-Sum Distribution. A distribution from the Plan to a participant or the beneficiary of a participant will qualify as a lump-sum distribution if it is made within one taxable year, on account of the participant’s death, disability or separation from service, or after the participant attains age 59 ¹⁄₂, and consists of the balance credited to participants under the Plan and all other profit sharing plans (and in some cases all other stock bonus plans), if any, maintained by the Bank. The portion of any lump-sum distribution required to be included in your taxable income for federal income tax purposes consists of the entire amount of the lump-sum distribution, less the amount of after-tax contributions, if any, you have made to this Plan and any other profit sharing plans maintained by the Bank, which is included in the distribution.

New Cullman Common Stock Included in Lump-Sum Distribution. If a lump-sum distribution includes New Cullman common stock, the distribution generally will be taxed in the manner described above, except that the total taxable amount may be reduced by the amount of any net unrealized appreciation with respect to New Cullman common stock, that is, the excess of the value of New Cullman common stock at the time of the distribution over its cost or other basis of the securities to the trust. The tax basis of New Cullman common stock, for purposes of computing gain or loss on its subsequent sale, equals the value of New Cullman common stock at the time of distribution, less the amount of net unrealized appreciation. Any gain on a subsequent sale or other taxable disposition of New Cullman common stock, to the extent of the amount of net unrealized appreciation at the time of distribution, will constitute long-term capital gain, regardless of the holding period of New Cullman common stock. Any gain on a subsequent sale or other taxable disposition of New Cullman common stock, in excess of the amount of net unrealized appreciation at the time of distribution, will be considered long-term capital gain. The recipient of a distribution may elect to include the amount of any net unrealized appreciation in the total taxable amount of the distribution, to the extent allowed by regulations to be issued by the Internal Revenue Service.

Distributions: Rollovers and Direct Transfers to Another Qualified Plan or to an IRA. You may roll over virtually all distributions from the Plan to another qualified plan or to an individual retirement account (IRA) in accordance with the terms of the other plan or account.

Notice of Your Rights Concerning Employer Securities

Federal law provides specific rights concerning investments in employer securities, such as New Cullman common stock. Because you may have investments in New Cullman common stock under the Plan, you should take the time to read the following information carefully.

Your Rights Concerning Employer Securities. The Plan must allow you to elect to move any portion of your account that is invested in the Stock Purchase Fund from that investment into other investment alternatives under the Plan. You may contact the Plan Administrator shown

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above for specific information regarding this new right, including how to make this election. In deciding whether to exercise this right, you will want to give careful consideration to the information below that describes the importance of diversification. All of the investment options under the Plan are available to you if you decide to diversify out of the Stock Purchase Fund.

The Importance of Diversifying Your Retirement Savings. To help achieve long-term retirement security, you should give careful consideration to the benefits of a well-balanced and diversified investment portfolio. Spreading your assets among different types of investments can help you achieve a favorable rate of return, while minimizing your overall risk of losing money. This is because market or other economic conditions that cause one category of assets, or one particular security, to perform very well often cause another asset category, or another particular security, to perform poorly. If you invest more than 20% of your retirement savings in any one company or industry, your savings may not be properly diversified. Although diversification is not a guarantee against loss, it is an effective strategy to help you manage investment risk.

In deciding how to invest your retirement savings, you should take into account all of your assets, including any retirement savings outside of the Plan. No single approach is right for everyone because, among other factors, individuals have different financial goals, different time horizons for meeting their goals, and different tolerance for risk. Therefore, you should carefully consider the rights described here and how these rights affect the amount of money that you invest in New Cullman common stock through the Plan.

It is also important to periodically review your investment portfolio, your investment objectives, and the investment options under the Plan to help ensure that your retirement savings will meet your retirement goals.

Additional ERISA Considerations

As noted above, the Plan is subject to certain provisions of ERISA, including special provisions relating to control over the Plan’s assets by participants and beneficiaries. The Plan’s feature that allows you to direct the investment of your account balances is intended to satisfy the requirements of Section 404(c) of ERISA relating to control over plan assets by a participant or beneficiary. The effect of this is two-fold. First, you will not be deemed a “fiduciary” because of your exercise of investment discretion. Second, no person who otherwise is a fiduciary, such as the Bank, the Plan Administrator, or the Plan’s trustee is liable under the fiduciary responsibility provision of ERISA for any loss which results from your exercise of control over the assets in your Plan account.

Because you will be entitled to invest all or a portion of your account balance in the Plan in New Cullman common stock, the regulations under Section 404(c) of ERISA require that the Plan establish procedures that ensure the confidentiality of your decision to purchase, hold, or sell employer securities, except to the extent that disclosure of such information is necessary to comply with federal or state laws not preempted by ERISA. These regulations also require that your exercise of voting and similar rights with respect to the common stock be conducted in a way that ensures the confidentiality of your exercise of these rights.

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Securities and Exchange Commission Reporting and Short-Swing Profit Liability

Section 16 of the Securities Exchange Act of 1934, as amended, imposes reporting and liability requirements on officers, directors, and persons beneficially owning more than 10% of public companies such as New Cullman Section 16(a) of the Securities Exchange Act of 1934 requires the filing of reports of beneficial ownership. Within 10 days of becoming an officer, director or person beneficially owning more than 10% of the shares of New Cullman the individual must fill out a Form 3 reporting initial beneficial ownership and file it with the Securities and Exchange Commission. Changes in beneficial ownership, such as purchases, sales and gifts generally must be reported periodically, either on a Form 4 within two business days after the change occurs, or annually on a Form 5 within 45 days after the close of New Cullman’s fiscal year. Discretionary transactions in and beneficial ownership of the common stock through the Stock Purchase Fund of the Plan by officers and persons beneficially owning more than 10% of the common stock of New Cullman generally must be reported to the Securities and Exchange Commission by such individuals.

In addition to the reporting requirements described above, Section 16(b) of the Securities Exchange Act of 1934, as amended, provides for the recovery by New Cullman of profits realized by an officer, director or any person beneficially owning more than 10% of New Cullman’s common stock resulting from non-exempt purchases and sales of New Cullman common stock within any six-month period.

The Securities and Exchange Commission has adopted rules that provide exemptions from the profit recovery provisions of Section 16(b) for all transactions in employer securities within an employee benefit plan, provided certain requirements are met. These requirements generally involve restrictions upon the timing of elections to acquire or dispose of employer securities for the accounts of Section 16(b) persons.

Except for distributions of common stock due to death, disability, retirement, termination of employment or under a qualified domestic relations order, persons affected by Section 16(b) are required to hold shares of common stock distributed from the Plan for six months following such distribution and are prohibited from directing additional purchases within the Stock Purchase Fund for six months after receiving such a distribution.

Financial Information Regarding Plan Assets

Financial information representing the assets available for plan benefits at December 31, 2020, is available upon written request to the Plan Administrator at the address shown above.

LEGAL OPINION

The validity of the issuance of the common stock has been passed upon by Luse Gorman, PC, Washington, D.C., which firm acted as special counsel to New Cullman in connection with New Cullman’s stock offering.

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PROSPECTUS

(Proposed Holding Company for Cullman Savings Bank)

Up to 3,748,853 Shares of Common Stock

(Subject to Increase to up to 4,311,181 Shares)

Cullman Bancorp, Inc., a newly formed Maryland corporation that we refer to as “New Cullman” throughout this prospectus, is offering shares of common stock for sale on a best efforts basis in connection with the conversion of Cullman Savings Bank, MHC from the mutual holding company to the stock holding company form of organization. The shares we are offering represent the majority ownership interest in Cullman Bancorp, Inc., a federal corporation that we refer to as “Old Cullman,” currently owned by Cullman Savings Bank, MHC, a federally chartered mutual holding company. Old Cullman’s common stock is currently listed on the Pink Open Market operated by OTC Markets Group under the symbol “CULL.” We expect the shares of New Cullman common stock will trade on the Nasdaq Capital Market under the symbol “CULL.” We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012.

The shares of common stock are first being offered for sale in a subscription offering to eligible depositors of Cullman Savings Bank and to tax-qualified employee benefit plans of Cullman Savings Bank. Shares not purchased in the subscription offering may be offered for sale to the general public in a community offering, with a preference given first to residents of the communities served by Cullman Savings Bank. Any shares of common stock not purchased in the subscription or community offerings may be offered for sale to the public through a syndicate of broker-dealers, referred to in this prospectus as the syndicated community offering. The syndicated community offering may commence before the subscription and community offerings (including any extensions) have expired. However, no shares purchased in the subscription offering or the community offering will be issued until the completion of any syndicated community offering. We may sell up to 4,311,181 shares of common stock because of demand for the shares of common stock or changes in market conditions, without resoliciting subscribers. We must sell a minimum of 2,770,891 shares to complete the offering.

In addition to the shares we are selling in the offering, the shares of common stock of Old Cullman currently owned by public stockholders will be exchanged for shares of common stock of New Cullman based on an exchange ratio that will result in existing public stockholders owning approximately the same percentage of common stock of New Cullman as they owned of the common stock of Old Cullman immediately before the completion of the conversion. The number of shares we expect to issue in the exchange ranges from 1,893,909 shares to 2,946,699 shares. In addition, New Cullman intends to contribute to a new charitable foundation we are establishing in connection with the conversion $100,000 in cash and shares of common stock equal to 2% of the shares to be outstanding following the completion of the conversion and the offering. The aggregate value of the contribution of cash and shares of common stock will be up to $1.6 million at the adjusted maximum of the offering range.

The minimum purchase order is 25 shares. Generally, no individual, or individuals acting through a single qualifying account held jointly, may purchase more than 25,000 shares ($250,000) of common stock, and no person or entity, together with associates or persons acting in concert with such person or entity, may purchase more than 50,000 shares ($500,000) of common stock in all categories of the offering combined.

The subscription offering will expire at 4:30 p.m., Central Time, on [expiration date]. We expect that the community offering, if held, will expire at the same time. We may extend the expiration date of the subscription and/or community offerings without notice to you until [extension date], or longer if the Federal Reserve Board approves a later date. No single extension may exceed 90 days and the offering must be completed by [final extension date]. Once submitted, orders are irrevocable unless the subscription and community offerings are terminated or extended, with regulatory approval, beyond [extension date], or the number of shares of common stock to be sold is increased to more than 4,311,181 shares or decreased to less than 2,770,891 shares. If the subscription and community offerings are extended past [extension date], all subscribers will be notified and given the opportunity to confirm, change or cancel their orders. If you do not respond to the notice of extension, we will promptly return your funds with interest or cancel your deposit account withdrawal authorization. If the number of shares to be sold in the offering is increased to more than 4,311,181 shares or decreased to less than 2,770,891 shares, we will resolicit subscribers, and all funds delivered to us to purchase shares of common stock in the subscription and community offerings will be returned promptly with interest. Funds received in the subscription and the community offerings will be held in a segregated account at Cullman Savings Bank and will earn interest at [interest rate]% per annum until completion or termination of the offering.

Raymond James & Associates, Inc. will assist us in selling the shares on a best efforts basis in the subscription and community offerings, and will serve as sole manager for any syndicated community offering. Raymond James & Associates, Inc. is not required to purchase any shares of common stock that are sold in the offering.

OFFERING SUMMARY

Price: $10.00 per Share

	Minimum		Midpoint		Maximum		Adjusted Maximum
Number of shares		2,770,891		3,259,872		3,748,853		4,311,181
Gross offering proceeds	$	27,708,910	$	32,589,720	$	37,488,530	$	43,111,810
Estimated offering expenses, excluding selling agent fees and expenses (1)	$	1,093,000	$	1,093,000	$	1,093,000	$	1,093,000
Selling agent fees and expenses (1)(2)	$	395,000	$	409,010	$	453,860	$	505,440
Estimated net proceeds	$	26,220,910	$	31,096,710	$	35,941,670	$	41,513,370
Estimated net proceeds per share	$	9.46	$	9.54	$	9.59	$	9.63

(1) See “The Conversion and Offering—Plan of Distribution; Selling Agent and Underwriter Compensation” for a discussion of Raymond James & Associates, Inc.’s compensation for this offering and the compensation to be received by Raymond James & Associates, Inc. and the other broker-dealers that may participate in the syndicated community offering.

(2) Includes records agent fees and expenses payable to Raymond James & Associates, Inc. See “The Conversion and Offering—Records Agent Services.”

This investment involves a degree of risk, including the possible loss of principal. See “Risk Factors” beginning on page 20.

These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Neither the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, nor any state securities regulator has approved or disapproved these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

RAYMOND JAMES

For assistance, contact the Stock Information Center at [stock center number].

The date of this prospectus is [Prospectus date].

TABLE OF CONTENTS

	Page
SUMMARY		1
RISK FACTORS		20
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA		37
FORWARD-LOOKING STATEMENTS		39
HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING		41
OUR DIVIDEND POLICY		42
MARKET FOR THE COMMON STOCK		43
HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE		45
CAPITALIZATION		46
PRO FORMA DATA		48
COMPARISON OF VALUATION AND PRO FORMA INFORMATION WITH AND WITHOUT THE CHARITABLE FOUNDATION		53
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		54
BUSINESS OF NEW CULLMAN AND OLD CULLMAN		67
BUSINESS OF CULLMAN SAVINGS BANK		68
SUPERVISION AND REGULATION		83
TAXATION		93
MANAGEMENT		94
BENEFICIAL OWNERSHIP OF COMMON STOCK		104
SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS		105
THE CONVERSION AND OFFERING		106
THE CULLMAN FOUNDATION		130
COMPARISON OF STOCKHOLDERS’ RIGHTS FOR STOCKHOLDERS OF OLD CULLMAN		133
RESTRICTIONS ON ACQUISITION OF NEW CULLMAN		139
DESCRIPTION OF CAPITAL STOCK OF NEW CULLMAN		143
TRANSFER AGENT		144
EXPERTS		144
LEGAL MATTERS		145
WHERE YOU CAN FIND ADDITIONAL INFORMATION		145
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF CULLMAN BANCORP, INC.		F-1

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SUMMARY

The following summary explains the significant aspects of the conversion, the offering and the exchange of existing shares of Old Cullman common stock for shares of New Cullman common stock. It may not contain all of the information that is important to you. Before making an investment decision, you should read this entire document carefully, including the consolidated financial statements and the related notes, and the section entitled “Risk Factors.”

Our Organizational Structure and the Proposed Conversion

Since 2009, we have operated in a two-tier mutual holding company structure. Old Cullman is a federal corporation that is our publicly-traded stock holding company and the parent company of Cullman Savings Bank. At December 31, 2020, Old Cullman had consolidated assets of $331.4 million, deposits of $217.0 million and stockholders’ equity of $56.9 million. Old Cullman’s parent company is Cullman Savings Bank, MHC, a federally chartered mutual holding company. At December 31, 2020, Old Cullman had 2,449,919 shares of common stock outstanding, of which 1,403,731 shares, or 57.3%, were owned by Cullman Savings Bank, MHC, and the remaining 1,046,188 shares were held by the public, including 50,225 held by Cullman Savings Bank Foundation.

Pursuant to the terms of the plan of conversion and reorganization, which we refer to as the “plan of conversion,” we are converting from the mutual holding company corporate structure to the fully public stock holding company corporate structure. Upon completion of the conversion, Cullman Savings Bank, MHC and Old Cullman will cease to exist and New Cullman will become the successor corporation to Old Cullman. The conversion will be accomplished by the merger of Cullman Savings Bank, MHC with and into Old Cullman, followed by the merger of Old Cullman with and into New Cullman. The shares of New Cullman common stock being offered for sale represent the majority ownership interest in Old Cullman currently owned by Cullman Savings Bank, MHC. In addition, we intend to contribute cash and shares of common stock to a new charitable foundation we are establishing in connection with the conversion. Public stockholders of Old Cullman will receive shares of common stock of New Cullman in exchange for their shares of Old Cullman at an exchange ratio intended to preserve approximately the same aggregate ownership interest in New Cullman as public stockholders had in Old Cullman, adjusted downward to reflect certain assets held by Cullman Savings Bank, MHC, without giving effect to new shares purchased in the offering, cash paid in lieu of any fractional shares or the effect of shares issued to the charitable foundation. The shares of Old Cullman common stock owned by Cullman Savings Bank, MHC will be canceled.

The following diagram shows our current organizational structure, reflecting ownership percentages at December 31, 2020:

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After the conversion and offering are completed, we will be organized as a fully public stock holding company, with the stock of New Cullman held as follows:

Our Business

Our business activities are conducted primarily through Cullman Savings Bank. Cullman Savings Bank is a federally chartered stock savings bank headquartered in Cullman, Alabama. Cullman Savings Bank was originally chartered in 1887 under the name Cullman Building & Loan. In 1994, we converted to a federal savings bank charter and changed our name to Cullman Savings Bank. In 2009, we reorganized into the mutual holding company form of ownership.

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 and commercial and industrial loans and, to a lesser extent, construction loans, multi-family real estate loans and consumer loans. We also invest in limited amounts of securities. We offer a variety of deposit accounts, including checking accounts, savings accounts, individual retirement accounts and certificate of deposit accounts. We also use Federal Home Loan Bank advances to fund our operations.

Cullman Savings Bank is subject to comprehensive regulation and examination by the Office of the Comptroller of the Currency. Cullman Savings Bank is a member of the Federal Home Loan Bank system.

New Cullman is a newly formed Maryland corporation. Following the completion of the conversion and offering, New Cullman will be the holding company for Cullman Savings Bank and will succeed Old Cullman as the publicly traded holding company of Cullman Savings Bank. Our executive offices are located at 316 Second Avenue SW, Cullman, Alabama 35055 and our telephone number is (256) 734-1740. Our website address is www.cullmansavingsbank.com. Information on our website is not considered a part of this document.

Business Strategy

We have focused primarily on continuing and enhancing our community-oriented retail banking strategy. Highlights of our current business strategy include the following:

• Continue to focus on residential lending. We have been and will continue to be primarily a one- to four-family residential real estate lender for borrowers in our market area. As of December 31, 2020, $114.8 million, or 49.0%, of our total loan portfolio consisted of one- to four-family

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residential real estate loans (including home equity loans and lines of credit). We also utilize our secondary market capacity so that we can offer loans, including long-term fixed-rate loans, to our customers that we do not wish to retain in our loan portfolio from an asset/liability management standpoint. We consider the current interest rate environment in making decisions as to whether to hold our originated mortgage loans for investment or to sell the loans to investors, choosing the strategy that is most advantageous to us from a profitability and risk management standpoint, and we sold $17.7 million of one- to four-family residential real estate loans during the year ended December 31, 2020. Such loan sales also enhance non-interest income, as we recognized $462,000 in fee income from loan sales during the year ended December 31, 2020.

• Increase commercial real estate lending. While we will continue to emphasize one- to four-family residential mortgage loans, we also have increased and intend to continue to increase our origination of commercial real estate loans in order to increase the yield of, and reduce the term to repricing of, our total loan portfolio. We originated $27.7 million of commercial real estate loans during the year ended December 31, 2020 and, at December 31, 2020, $77.8 million, or 33.2%, of our total loan portfolio consisted of commercial real estate loans. The additional capital raised in the offering will further increase our commercial lending capacity by enabling us to originate more loans and loans with larger balances. This will permit us to serve commercial borrowers with larger lending needs and to originate larger commercial loans than we have in the past.

• Manage credit risk to maintain a low level of nonperforming assets. We believe that maintaining strong asset quality is paramount to our long-term success. We follow conservative underwriting guidelines with sound loan administration, and focus on originating loans secured by real estate located within our market area only. This includes enhanced loan monitoring of higher risk portfolio segments, higher risk individual loans and larger relationships within the portfolio, and more frequent loan grade review. Our non-performing assets and troubled debt restructurings totaled $2.8 million or 0.9% of total assets at December 31, 2020. Our total non-performing loans to total loans ratio was 0.06% at December 31, 2020.

• Continue to increase core deposits. We will continue to emphasize our efforts to increase “core deposits,” such as statement savings accounts, money market accounts and regular and commercial checking accounts. Core deposits provide a stable source of funds to support loan growth at costs consistent with enhancing our interest rate spread and net interest margin. Core deposits also help us maintain loan-to-deposit ratios at levels consistent with regulatory expectations. At December 31, 2020, $130.9 million, or 60.3% of our deposits, were core deposits. We intend to attract and retain core deposits by offering competitive products that meet the full-service banking needs of our customers, by emphasizing quality customer service, and through our convenient locations and advertising and promotions programs.

• Expand banking relationships to a larger base of customers. We were established in 1887 and have been operating continuously in Cullman County since that time. Our share of Federal Deposit Insurance Corporation-insured deposits in Cullman County as of June 30, 2020 (the latest date for which such information is available) was 10.7%. We continually seek to expand our customer base by using our recognized brand name and the goodwill developed over years of providing timely and efficient banking services that larger financial institutions cannot offer. This includes our participation in the PPP, described below, which gave us access to customers who could not access that program through larger financial institutions.

• Continue to support our customers and our local community. The COVID-19 pandemic has restricted the level of economic activity in our markets, resulting in increased unemployment and negative impacts on many businesses, thereby threatening the repayment ability of some of our borrowers. As we have done during prior economic downturns, we are taking actions to support our customers and our local community. For example, during the year ended December 31, 2020, we originated $9.8 million of small business loans under the PPP, created by the CARES Act,

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which was signed into law in March 2020. Under this program, loan amounts may be forgiven if the borrower maintains employee payrolls and meets certain other requirements. In addition, during the year ended December 31, 2020, we granted short-term payment deferrals on 61 loans, totaling approximately $17.7 million, that were otherwise performing. As of December 31, 2020, 60 of these loans, totaling $14.9 million, have returned to normal payment status. Furthermore, in response to the pandemic, we implemented protocols and processes to help protect our employees, customers and communities, including operating our branch offices under a drive-through model with appointment-only lobby service for a period of time, leveraging our business continuity plans and capabilities that include critical operations teams being divided and dispersed to separate locations and, when possible, having employees work from home. We have also used a portion of our marketing budget to directly support our community during the COVID pandemic by spending money at local businesses instead of using such funds for traditional advertising.

Impact of COVID-19 Outbreak

During the first quarter of 2020, global financial markets experienced significant volatility resulting from the spread of a novel coronavirus known as COVID-19. In March 2020, the World Health Organization declared COVID-19 a global pandemic and the United States declared a National Public Health Emergency. The COVID-19 pandemic has restricted the level of economic activity in our markets. In response to the pandemic, the governments of the state of Alabama and of most other states took preventative or protective actions, such as imposing restrictions on travel and business operations, advising or requiring individuals to limit or forego time outside of their homes, and ordering temporary closures of businesses that have been deemed to be non-essential. These measures dramatically increased unemployment in the United States and negatively impacted many businesses, and thereby threatened the repayment ability of some of our borrowers.

To address the economic impact in the United States, the CARES Act was signed into law on March 27, 2020. The CARES Act included a number of provisions that affected us, including accounting relief for troubled debt restructurings (“TDRs”). The CARES Act also established the Paycheck Protection Program (“PPP”) through the Small Business Administration (“SBA”), which allowed us to lend money to small businesses to maintain employee payrolls through the crisis with guarantees from the SBA. Under this program, loan amounts may be forgiven if the borrower maintains employee payrolls and meets certain other requirements. In December 2020, Congress amended the CARES Act through the Consolidated Appropriations Act of 2021, which provided additional COVID-19 relief to American families and business, including extending TDR relief under the CARES Act until the earlier of January 1, 2022, or 60 days following the termination of the national emergency.

In addition, the Board of Governors of the Federal Reserve System, which we refer to as the “Federal Reserve Board,” took steps to bolster the economy by, among other things, reducing the federal funds rate and the discount-window borrowing rate to near zero. In response to the pandemic, we implemented protocols and processes to help protect our employees, customers and communities. These measures include:

• Operating our branches under a drive-through model with appointment-only lobby service for a period of time, leveraging our business continuity plans and capabilities that include critical operations teams being divided and dispersed to separate locations and, when possible, having employees work from home.

• Offering assistance to our customers affected by the COVID-19 pandemic, which includes payment deferrals, waiving certain fees, suspending property foreclosures, and participating in the CARES Act and lending programs for businesses, including the PPP.

We have implemented various consumer and commercial loan modification programs to provide our borrowers relief from the economic impacts of COVID-19. Based on guidance in the CARES Act, COVID-19 related modifications to loans that were current as of December 31, 2019 are exempt from TDR classification under accounting principles generally accepted in the United States (“U.S. GAAP”). In addition, the bank regulatory

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agencies issued interagency guidance stating that COVID-19 related short-term modifications (i.e., six months or less) granted to loans that were current as of the loan modification program implementation date are not TDRs.

During the year ended December 31, 2020, we granted short-term payment deferrals on 61 loans, totaling approximately $17.7 million in aggregate principal amount. As of December 31, 2020, 60 of these loans, totaling $14.9 million, have returned to normal payment status, while one loan for $2.8 million, secured by 10 lots of vacant land totaling 16.6 acres, with a loan-to-value ratio of 56%, has been re-extended beyond the initial six-month deferral period.

Given the unprecedented uncertainty and rapidly evolving economic effects and social impacts of the COVID-19 pandemic, the future direct and indirect impact on our business, results of operations and financial condition are uncertain. Should current economic conditions persist or continue to deteriorate, we expect that this macroeconomic environment will have a continued adverse effect on our business and results of operations, which could include, but not be limited to: decreased demand for our products and services, protracted periods of lower interest rates, increased non-interest expenses, including operational losses, and increased credit losses due to deterioration in the financial condition of our consumer and commercial borrowers, including declining asset and collateral values, which may continue to increase our provision for credit losses and net charge-offs.

For additional information, see “Risk Factors—Risks Related to the COVID-19 Pandemic—The economic impact of the COVID-19 outbreak could adversely affect our financial condition and results of operations.”

Reasons for the Conversion and Offering

Our primary reasons for converting to the fully public stock form of ownership and undertaking the stock offering are to:

• Facilitate future mergers and acquisitions. Although we do not currently have any understandings or agreements regarding any specific acquisition transaction, the stock holding company structure will give us greater flexibility to structure, and make us a more attractive and competitive bidder for, mergers and acquisitions of other financial institutions or financial service companies as opportunities arise. The additional capital raised in the offering also will enable us to consider larger merger transactions. In addition, although we intend to remain an independent financial institution, the stock holding company structure may make us a more attractive acquisition candidate for other institutions. Applicable regulations prohibit anyone from acquiring or offering to acquire more than 10% of our stock for three years following completion of the conversion without regulatory approval.

• Improve the liquidity of our shares of common stock. We expect that the larger number of shares that will be outstanding after completion of the conversion and offering, as well as our shares of stock being traded on the Nasdaq Capital Market, will result in a more liquid and active market for New Cullman common stock. A more liquid and active market will make it easier for our stockholders to buy and sell our common stock and will give us greater flexibility in implementing capital management strategies.

• Transition our organization to a stock holding company structure, which gives us greater flexibility to access the capital markets compared to our existing mutual holding company structure. The stock holding company structure gives us greater flexibility to access the capital markets to support our growth through possible future equity and debt offerings. We have no current plans, agreements or understandings regarding any additional equity or debt offerings.

• Facilitate our stock holding company’s ability to pay dividends to our public stockholders. Current regulations of the Federal Reserve Board substantially restrict the ability of Cullman Savings Bank, MHC to waive dividends declared by Old Cullman. Accordingly, because any

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dividends declared and paid by Old Cullman have been paid to Cullman Savings Bank, MHC along with all other stockholders, the amount of dividends available for all other stockholders has been less than if Cullman Savings Bank, MHC were to waive the receipt of dividends. The conversion will eliminate our mutual holding company structure and will facilitate our ability to pay dividends to all stockholders of New Cullman, subject to legal, regulatory and financial considerations applicable to all financial institutions. See “Our Dividend Policy.”

• Enhance our regulatory capital position to support growth. A strong capital position is essential to achieving our long-term objectives of growing Cullman Savings Bank and building stockholder value. Although Cullman Savings Bank significantly exceeds all regulatory capital requirements, the proceeds from the offering will materially strengthen our capital position and enable us to support our potential growth and expansion through larger legal lending limits. The augmented regulatory capital will be essential to the continued implementation of our business strategy.

Terms of the Offering

We are offering for sale between 2,770,891 and 3,748,853 shares of common stock first to eligible depositors of Cullman Savings Bank and to our tax-qualified employee benefit plans and, to the extent shares remain available, we may offer shares in a community offering to the general public, with a preference given first to natural persons (including trusts of natural persons) residing in Cullman County, Alabama. If necessary, we will also offer for sale shares to the general public in a syndicated community offering. The number of shares of common stock to be sold may be increased to up to 4,311,181 shares as a result of demand for the shares of common stock in the offering or changes in market conditions. Unless the number of shares of common stock to be offered is increased to more than 4,311,181 shares or decreased to fewer than 2,770,891 shares, or the subscription and community offerings are extended beyond [extension date], subscribers will not have the opportunity to change or cancel their stock orders once submitted. If the subscription and community offerings are extended past [extension date], all subscribers will be notified and given an opportunity to confirm, change or cancel their orders. All subscribers will be notified by mail sent to the address the subscriber provides on the stock order form they have submitted. If you do not respond to the notice of extension, your order will be cancelled and we will promptly return your funds with interest at [interest rate]% per annum or cancel your deposit account withdrawal authorization. If the number of shares to be sold is increased to more than 4,311,181 shares or decreased to less than 2,770,891 shares, all subscribers’ stock orders will be canceled, their withdrawal authorizations will be canceled and funds delivered to us to purchase shares of common stock in the subscription and community offerings will be returned promptly with interest at [interest rate]% per annum. We will then resolicit subscribers, giving them an opportunity to place new orders for a period of time. No shares purchased in the subscription offering and community offering will be issued until the completion of any syndicated community offering, if utilized.

The purchase price of each share of common stock offered for sale in the offering is $10.00. All investors will pay the same purchase price per share, regardless of whether the shares are purchased in the subscription offering, a community offering or a syndicated community offering. Investors will not be charged a commission to purchase shares of common stock in the offering. Raymond James & Associates, Inc., which we refer to as “Raymond James,” our marketing agent in the offering, will use its best efforts to assist us in selling shares of our common stock in the offering but is not obligated to purchase any shares of common stock in the offering.

How We Determined the Offering Range, the Exchange Ratio and the $10.00 Per Share Purchase Price

The amount of common stock we are offering for sale and the exchange ratio for the exchange of shares of Old Cullman for shares of New Cullman are based on an independent appraisal of the estimated market value of New Cullman, assuming the offering has been completed. Keller & Company, Inc., our independent appraiser, has estimated that, as of February 12, 2021, this market value was $56.0 million. Based on federal regulations, this market value forms the midpoint of a valuation range with a minimum of $47.6 million and a maximum of $64.4 million. Based on this valuation range, the 57.3% ownership interest of Cullman Savings Bank, MHC in Old Cullman as of December 31, 2020 being sold in the offering, certain assets held by Cullman Savings Bank, MHC and the $10.00 per share price, the number of shares of common stock being offered for sale by New Cullman

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ranges from 2,770,891 shares to 3,748,853 shares. The purchase price of $10.00 per share was selected primarily because it is the price most commonly used in mutual-to-stock conversions of financial institutions. The exchange ratio ranges from 1.8094 shares at the minimum of the offering range to 2.4481 shares at the maximum of the offering range, and will generally preserve in New Cullman the percentage ownership of public stockholders in Old Cullman immediately before the completion of the conversion. Keller & Company, Inc. will update its appraisal before we complete the conversion and offering. If, as a result of demand for the shares or changes in market conditions, Keller & Company, Inc. determines that our estimated pro forma market value has increased, we may sell up to 4,311,181 shares without further notice to you. If our pro forma market value at that time is either below $47.6 million or above $74.1 million, then, after consulting with the Federal Reserve Board, we may: terminate the offering and promptly return all funds with interest; set a new offering range and provide all subscribers the opportunity to place a new order; or take such other actions as may be permitted by the Federal Reserve Board and the Securities and Exchange Commission.

The appraisal also reflects the contribution of cash and shares of common stock to the charitable foundation in connection with the conversion. See “Comparison of Valuation and Pro Forma Information With and Without the Charitable Foundation.”

The appraisal is based in part on Old Cullman’s financial condition and results of operations, the pro forma effect of the additional capital raised in the offering, and an analysis of a peer group of ten publicly traded savings and loan and bank holding companies that Keller & Company, Inc. considers comparable to Old Cullman. The appraisal peer group consists of the following companies, all of which are traded on the Nasdaq Stock Market. Assets are as of December 31, 2020.

Company Name	Ticker Symbol	Headquarters	Total Assets
			(In millions)
BankFinancial Corporation	BFIN	Burr Ridge, IL	$	1,596.3
ESSA Bancorp, Inc.	ESSA	Stroudsburg, PA	$	1,862.9
First Savings Financial Group, Inc.	FSFG	Jeffersonville, IN	$	1,869.4
HMN Financial, Inc.	HMNF	Rochester, MN	$	909.6
Home Federal Bancorp, Inc. of Louisiana	HFBL	Shreveport, LA	$	536.0
IF Bancorp, Inc.	IROQ	Watseka, IL	$	713.4
Provident Financial Holdings, Inc.	PROV	Riverside, CA	$	1,170.7
Prudential Bancorp, Inc.	PBIP	Philadelphia, PA	$	1,193.3
Severn Bancorp, Inc.	SVBI	Annapolis, MD	$	949.9
WVS Financial Corp.	WVFC	Pittsburgh, PA	$	313.7

In comparing New Cullman with the peer group, Keller & Company, Inc. made modest upward adjustments for earnings and financial condition. Keller & Company, Inc. made downward adjustments for: (1) market area; (2) stock liquidity; (3) dividends; (4) subscription interest; and (5) marketing of the issue, and made no adjustments for management and asset, loan and deposit growth.

The upward adjustment for earnings took into consideration our higher return on average assets and core return on average assets but consistently lower return on average equity and core return on average equity. We have also demonstrated a higher net interest margin. The upward adjustment for financial condition recognizes our higher equity to assets and lower non-performing assets to assets but lower reserves to gross loans and similar reserves to non-performing assets, relative to the comparable group. The downward adjustment for market area took into consideration our market area’s minimal growth in population and households combined with the area’s consistently lower levels of median household income and median housing value. In addition, the market area has an unusually high level of home-based financial institutions and resultant high level of competition, evidenced by modest historical growth trends. A downward adjustment has been made for our lower dividend yield relative to the peer group. There was a downward adjustment for subscription interest, recognizing these unusual times in the overall economy due to COVID-19 and the larger size of the offering in such a smaller market area. The modest downward adjustment for stock liquidity recognized that the shares being offered are 57.1% of the shares outstanding as compared to 100% for the comparable group. The downward adjustment related to the marketing of the issue took

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into consideration the currently volatile stock market conditions both for bank and thrift stocks and the total market overall.

The following table presents a summary of selected pricing ratios for New Cullman (on a pro forma basis) as of and for the twelve months ended December 31, 2020, and for the peer group companies based on earnings and other information as of and for the twelve months ended December 31, 2020, with stock prices as of February 12, 2021, as reflected in the appraisal report. Compared to the average pricing of the peer group, and based upon the information in the following table, our pro forma pricing ratios at the midpoint of the offering range indicated a discount of 27.84% on a price-to-book value basis, a discount of 31.17% on a price-to-tangible book value basis, and a discount of 17.49% on a price-to-earnings basis.

	Price-to-earnings multiple		Price-to-book value ratio			Price-to-tangible book value ratio
New Cullman (on a pro forma basis, assuming completion of the conversion)
Adjusted Maximum		22.22x		77.16	%		77.16	%
Maximum		18.87x		70.77	%		70.77	%
Midpoint		16.13x		64.56	%		64.56	%
Minimum		13.70x		57.74	%		57.74	%
Valuation of peer group companies, all of which are fully converted (on an historical basis)
Averages		19.55x		89.47	%		93.79	%
Medians		14.38x		87.53	%		93.31	%

The independent appraisal does not indicate trading market value. Do not assume or expect that our valuation as indicated in the appraisal means that after the conversion and offering the shares of our common stock will trade at or above the $10.00 per share purchase price. Furthermore, the pricing ratios presented in the appraisal were used by Keller & Company, Inc. to estimate our pro forma appraised value for regulatory purposes and not to compare the relative value of shares of our common stock with the value of the capital stock of the peer group. The value of the capital stock of a particular company may be affected by a number of factors such as financial performance, asset size and market location.

For a more complete discussion of the amount of common stock we are offering for sale and the independent appraisal, see “The Conversion and Offering—Stock Pricing and Number of Shares to be Issued.”

Effect of Cullman Savings Bank, MHC’s Assets on Minority Stock Ownership

Public stockholders of Old Cullman will receive shares of common stock of New Cullman in exchange for their shares of common stock of Old Cullman pursuant to an exchange ratio that is designed to provide public stockholders with the same ownership percentage of the common stock of New Cullman after the conversion as their ownership percentage in Old Cullman immediately before the conversion, without giving effect to new shares purchased in the offering, cash paid in lieu of any fractional shares or the effect of shares issued to the charitable foundation. However, the exchange ratio will be adjusted downward to reflect assets held by Cullman Savings Bank, MHC (other than shares of common stock of Old Cullman) at the completion of the conversion, which net assets consist primarily of cash totaling $2.6 million as of the date of the appraisal. This adjustment would decrease Old Cullman’s public stockholders’ ownership interest in New Cullman from 42.7% to 39.8% (which also reflects the issuance of shares to the charitable foundation), and would increase the ownership interest of persons who purchase stock in the offering from 57.3% (the amount of Old Cullman’s outstanding stock held by Cullman Savings Bank, MHC) to 58.2% (which also reflects the issuance of shares to the charitable foundation).

The Exchange of Existing Shares of Old Cullman Common Stock

If you are a stockholder of Old Cullman immediately before the completion of the conversion, your shares will be exchanged for shares of common stock of New Cullman. The number of shares of common stock you will receive will be based on the exchange ratio, which will depend upon our final appraised value and the percentage of outstanding shares of Old Cullman common stock owned by public stockholders immediately before the completion

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of the conversion. The following table shows how the exchange ratio will adjust, based on the appraised value of New Cullman as of February 12, 2021, assuming public stockholders of Old Cullman own 42.7% of Old Cullman common stock and Cullman Savings Bank, MHC had assets (excluding its shares of Old Cullman common stock) of $2.6 million immediately before the completion of the conversion. The table also shows the number of shares of New Cullman common stock a hypothetical owner of Old Cullman common stock would receive in exchange for 100 shares of Old Cullman common stock owned at the completion of the conversion, depending on the number of shares of common stock issued in the offering.

	Shares to be Sold in This Offering					Shares of New Cullman to be Issued for Shares of Old Cullman					Shares to be Issued to Charitable Foundation					Total Shares of Common Stock to be Issued in Exchange and Offering		Exchange Ratio		Equivalent Value of Shares Based Upon Offering Price (1)		Equivalent Pro Forma Tangible Book Value Per Exchanged Share (2)		Whole Shares to be Received for 100 Existing Shares (3)
	Amount		Percent			Amount		Percent			Amount		Percent
Minimum		2,770,891		58.2	%		1,893,909		39.8	%		95,200		2.0	%		4,760,000		1.8094	$	18.09	$	31.34		180
Midpoint		3,259,872		58.2	%		2,228,128		39.8	%		112,000		2.0	%		5,600,000		2.1288		21.29		32.98		212
Maximum		3,748,853		58.2	%		2,562,347		39.8	%		128,800		2.0	%		6,440,000		2.4481		24.48		34.59		244
Adjusted Maximum		4,311,181		58.2	%		2,946,699		39.8	%		148,120		2.0	%		7,406,000		2.8153		28.15		36.49		281

(1) Represents the value of shares of New Cullman common stock to be received in the conversion by a holder of one share of Old Cullman, pursuant to the exchange ratio, based upon the $10.00 per share offering price.

(2) Represents the pro forma tangible book value per share at each level of the offering range multiplied by the respective exchange ratio. At December 31, 2020, Old Cullman’s tangible book value per share was $23.21.

(3) Cash will be paid in lieu of fractional shares.

No fractional shares of New Cullman common stock will be issued to any public stockholder of Old Cullman. For each fractional share that otherwise would be issued, New Cullman will pay cash equal to the product obtained by multiplying the fractional share interest to which the holder otherwise would be entitled by the $10.00 per share offering price.

Outstanding options to purchase shares of Old Cullman common stock will convert into and become options to purchase shares of New Cullman common stock based upon the exchange ratio. The aggregate exercise price, duration and vesting schedule of these options will be unaffected by the conversion. At December 31, 2020, there were 82,290 outstanding options to purchase shares of Old Cullman common stock, of which 2,290 have vested. The outstanding options will be converted into options to purchase 148,895 shares of common stock at the minimum of the offering range and 231,671 shares of common stock at the adjusted maximum of the offering range. Because federal regulations prohibit us from repurchasing our common stock during the first year following the conversion unless compelling business reasons exist to do so, we may use authorized but unissued shares to fund option exercises that occur during the first year following the conversion. If all existing options were exercised and funded with authorized but unissued shares of common stock following the conversion, stockholders would experience ownership dilution of approximately 3.0%.

Intended Use of the Proceeds From the Offering

We intend to contribute at least 50% of the net proceeds from the offering to Cullman Savings Bank, fund a loan to our employee stock ownership plan to finance its purchase of shares of common stock in the stock offering, contribute $100,000 in cash to the new charitable foundation and retain the remainder of the net proceeds from the offering at New Cullman. Therefore, assuming we sell 3,259,872 shares of common stock in the stock offering at the midpoint of the offering range, and we have net proceeds of $31.1 million, we intend to contribute $15.5 million to Cullman Savings Bank, loan $2.7 million to our employee stock ownership plan to fund its purchase of shares of common stock, contribute $100,000 to the new charitable foundation and retain the remaining $12.8 million of the net proceeds at New Cullman.

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New Cullman may use the funds it retains for investment in securities, to repurchase shares of common stock, to acquire other financial institutions or financial services companies, to pay cash dividends and for other general corporate purposes. Cullman Savings Bank may use the proceeds it receives to support increased lending, enhance existing, or support growth and the development of new, products and services, or expand its branch network by establishing or acquiring new branches or by acquiring other financial institutions or financial services companies. We do not currently have any agreements or understandings regarding any acquisition or branch transactions.

See “How We Intend to Use the Proceeds from the Offering” for additional information.

Persons Who May Order Shares of Common Stock in the Offering

We are offering the shares of common stock for sale in a subscription offering in the following descending order of priority:

(i) To depositors with accounts at Cullman Savings Bank with aggregate balances of at least $50.00 at the close of business on January 31, 2020.

(ii) To our tax-qualified employee benefit plans (including Cullman Savings Bank’s employee stock ownership plan), which may subscribe for, in the aggregate, up to 10% of the shares of common stock sold in the offering and issued to the charitable foundation. We expect our employee stock ownership plan to purchase 8% of the shares of common stock sold in the offering and issued to the charitable foundation.

(iii) To depositors with accounts at Cullman Savings Bank with aggregate balances of at least $50.00 at the close of business on March 31, 2021.

(iv) To depositors of Cullman Savings Bank at the close of business on [member record date].

Shares of common stock not purchased in the subscription offering may be offered for sale to the general public in a community offering, with a preference given first to natural persons (including trusts of natural persons) residing in Cullman County, Alabama. The community offering is expected to begin concurrently with the subscription offering, but may begin concurrently with, during or promptly after the subscription offering. We also may offer for sale shares of common stock not purchased in the subscription offering and the community offering in a syndicated community offering. Raymond James will act as sole manager for the syndicated community offering. We have the right to accept or reject, in our sole discretion, orders received in the community offering or syndicated community offering, and our interpretation of the terms and conditions of the plan of conversion will be final. Any determination to accept or reject stock orders in the community offering or syndicated community offering will be based on the facts and circumstances available to management at the time of the determination.

If we receive orders for more shares than we are offering for sale, we may not be able to fully or partially fill your order. A detailed description of the subscription offering, the community offering and the syndicated community offering, as well as a discussion regarding allocation procedures, can be found in the section of this prospectus entitled “The Conversion and Offering.”

Limits on How Much Common Stock You May Purchase

The minimum number of shares of common stock that may be purchased is 25 shares.

Generally, no individual, or individuals acting through a single qualifying account acting jointly, may purchase more than 25,000 shares ($250,000) of common stock. If any of the following persons purchase shares of common stock, their purchases, in all categories of the offering, when combined with your purchases, cannot exceed 50,000 shares ($500,000) of common stock:

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• your spouse or relatives of you or your spouse living in your house;

• most companies, trusts or other entities in which you are a senior officer, partner, trustee or have a substantial beneficial interest; or

• other persons who may be your associates or persons acting in concert with you.

Unless we determine otherwise, persons having the same residence or mailing address and persons exercising subscription rights through qualifying accounts registered to the same address will be subject to the overall purchase limitation of 50,000 shares ($500,000).

In addition to the above purchase limitations, there is an ownership limitation for current stockholders of Old Cullman other than our employee stock ownership plan. Shares of common stock that you purchase in the offering individually and together with persons described above, plus any shares you and they receive in exchange for existing shares of Old Cullman common stock, may not exceed 9.9% of the total shares of common stock to be issued and outstanding after the completion of the conversion and offering. However, if, based on your current ownership level, you will own more than 9.9% of the total shares of common stock of New Cullman to be issued and outstanding after the completion of the conversion and offering following the exchange of your shares of Old Cullman common stock, you will be ineligible to purchase any new shares in the offering. You will be required to obtain regulatory approval or non-objection before acquiring 10% or more of New Cullman’s common stock.

Subject to regulatory approval, we may increase or decrease the purchase and ownership limitations at any time. See the detailed description of the purchase limitations in “The Conversion and Offering—Additional Limitations on Common Stock Purchases.”

How You May Purchase Shares of Common Stock in the Subscription Offering and the Community Offering

In the subscription offering and community offering, you may pay for your shares only by:

(i) personal check, bank check or money order made payable directly to Cullman Bancorp, Inc.; or

(ii) authorizing us to withdraw available funds (without any early withdrawal penalty) from your Cullman Savings Bank deposit account(s), other than checking accounts or individual retirement accounts (“IRAs”).

You may not use any type of third-party check to pay for shares of common stock. Do not submit cash. Wire transfers will not be accepted. Applicable regulations prohibit Cullman Savings Bank from lending funds or extending credit to any person to purchase shares of common stock in the offering. You may not submit a Cullman Savings Bank line of credit check. You may not designate withdrawal from Cullman Savings Bank’s accounts with check-writing privileges; rather, submit a check. If you request a direct withdrawal from an account with check-writing privileges, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and will immediately withdraw the amount from the specified account(s). You may not authorize direct withdrawal from a Cullman Savings Bank individual retirement account. See “—Using Individual Retirement Account Funds to Purchase Shares of Common Stock.”

You may subscribe for shares of common stock in the subscription and community offerings by delivering a signed and completed original stock order form, together with full payment payable to Cullman Bancorp, Inc. or authorization to withdraw funds from one or more of your Cullman Savings Bank deposit accounts, provided that the stock order form is received (not postmarked) before 4:30 p.m., Central Time, on [expiration date], which is the expiration of the subscription offering period. You may submit your stock order form and payment by overnight delivery to the address listed on the stock order form (recommended) or regular mail using the stock order reply envelope provided. You may also hand-deliver stock order forms to our Stock Information Center, located at Cullman Savings Bank’s main office, 316 Second Avenue SW, Cullman, Alabama, during normal business hours.

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Hand-delivered stock order forms will be accepted only at this location. We will not accept stock order forms at our other offices. Do not mail stock order forms to Cullman Savings Bank’s offices.

See “The Conversion and Offering—Procedure for Purchasing Shares in the Subscription and Community Offerings—Payment for Shares” for a complete description of how to purchase shares in the subscription and community offerings.

Using Individual Retirement Account Funds to Purchase Shares of Common Stock

You may be able to subscribe for shares of common stock using funds in your IRA or other retirement account. If you wish to use some or all of the funds in your Cullman Savings Bank IRA or other retirement account, the applicable funds must be transferred to a self-directed account maintained by an independent custodian or trustee, such as a brokerage firm, and the purchase must be made through that account. If you do not have such an account, you will need to establish one before placing your stock order. An annual administrative fee may be payable to the independent custodian or trustee. Because individual circumstances differ and the processing of retirement fund orders takes additional time, we recommend that you contact our Stock Information Center promptly, preferably at least two weeks before the [expiration date] offering deadline, for assistance with purchases using funds in your IRA or other retirement account you may have at Cullman Savings Bank or elsewhere. Whether you may use such funds to purchase shares in the offering may depend on timing constraints and, possibly, limitations imposed by the institution where the funds are held.

See “The Conversion and Offering—Procedure for Purchasing Shares in the Subscription and Community Offerings—Payment for Shares” and “—Using Individual Retirement Account Funds” for a complete description of how to use IRA funds to purchase shares of common stock in the offering.

Market for Common Stock

Existing publicly held shares of Old Cullman’s common stock are listed on the Pink Open Market operated by OTC Markets Group under the symbol “CULL.” Upon completion of the conversion, the shares of common stock of New Cullman will replace the existing shares, and we expect the shares of New Cullman common stock will trade on the Nasdaq Capital Market under the symbol “CULL.” In order to list our stock on the Nasdaq Capital Market, we are required to have at least three broker-dealers who will make a market in our common stock. As of [stockholder record date], Old Cullman had                      registered market makers in its common stock.

Our Dividend Policy

Old Cullman currently pays an annual dividend of $0.35 per share, which equates to $0.19 per share at the minimum of the offering range and $0.12 at the adjusted maximum of the offering. Following completion of the stock offering, our board of directors expects to declare annual dividends on our shares of common stock, and will also have the authority to declare quarterly and/or special dividends on our shares of common stock. However, the board’s determination of whether to declare a dividend and the amount of any such dividend is subject to our capital requirements, our financial condition and results of operations, tax considerations, statutory and regulatory limitations, and general economic conditions. No decision has been made with respect to the amount, if any, and timing of any dividend payments. We cannot assure you that we will pay dividends in the future, or, if dividends are paid, that any such dividends will not be reduced or eliminated in the future.

For information regarding our proposed dividend policy, see “Our Dividend Policy.”

Purchases by Directors and Executive Officers

We expect our directors and executive officers, together with their associates, to subscribe for                  shares of common stock in the offering, representing     % of the shares to be sold at the minimum of the offering range. The purchase price paid by them will be the same $10.00 per share price paid by all other persons who purchase shares of common stock in the offering. Following the conversion, our

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directors and executive officers, together with their associates, are expected to beneficially own                  shares of common stock (including any stock options exercisable within 60 days of [stockholder record date]), or     % of our total outstanding shares of common stock at the minimum of the offering range, which includes shares they currently own in Old Cullman that will be exchanged for shares of New Cullman.

See “Subscriptions by Directors and Executive Officers” for more information on the proposed purchases of shares of common stock by our directors and executive officers.

Deadline for Orders of Shares of Common Stock in the Subscription and Community Offerings

The deadline for submitting orders to purchase shares of common stock in the subscription and community offerings is 4:30 p.m., Central Time, on [expiration date], unless we extend this deadline. If you wish to purchase shares of common stock, a properly completed and signed original stock order form, together with full payment, must be received (not postmarked) by this time.

Although we will make reasonable attempts to provide this prospectus and offering materials to holders of subscription rights, the subscription offering and all subscription rights will expire at 4:30 p.m., Central Time, on [expiration date], whether or not we have been able to locate each person entitled to subscription rights.

See “The Conversion and Offering—Procedure for Purchasing Shares in the Subscription and Community Offerings—Expiration Date” for a complete description of the deadline for purchasing shares in the stock offering.

You May Not Sell or Transfer Your Subscription Rights

Applicable regulations prohibit you from transferring your subscription rights. If you order shares of common stock in the subscription offering, you will be required to certify that you are purchasing the common stock for yourself and that you have no agreement or understanding to sell or transfer your subscription rights or the shares that you are purchasing. We intend to take legal action, including reporting persons to federal or state agencies, against anyone who we believe has sold or transferred his or her subscription rights. We will not accept your order if we have reason to believe you have sold or transferred your subscription rights. On the stock order form, you cannot add the names of others for joint or beneficial stock registration who do not have subscription rights or who qualify only in a lower subscription offering priority than you. Doing so may jeopardize your subscription rights. You may only add those who were eligible to purchase shares of common stock in the subscription offering at your date of eligibility. In addition, the stock order form requires that you list all deposit accounts you held at your date of eligibility, giving all names on each account and the account number at the applicable eligibility date. Failure to provide this information, or providing incomplete or incorrect information, may result in a loss of part or all of your share allocation.

Delivery of Shares of Common Stock

All shares of common stock sold will be issued in book entry form. Stock certificates will not be issued. A statement reflecting ownership of shares of common stock issued in the subscription and community offerings will be mailed by our transfer agent to the persons entitled thereto at the registration address noted by them on their stock order forms as soon as practicable following consummation of the conversion and offering. We expect trading in the stock to begin on the day of completion of the conversion and offering or the next business day. The conversion and offering are expected to be completed as soon as practicable following satisfaction of the conditions described below in “—Conditions to Completion of the Conversion.” Until a statement reflecting your ownership of shares of common stock is available and delivered to you, you may not be able to sell the shares of common stock that you purchased in the offering, even though the common stock will have begun trading. Your ability to sell your shares of common stock before receiving your statement will depend on arrangements you may make with a brokerage firm.

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Conditions to Completion of the Conversion

We cannot complete the conversion and offering unless:

• The plan of conversion is approved by at least a majority of votes eligible to be cast by members of Cullman Savings Bank, MHC (i.e., eligible depositors of Cullman Savings Bank as of the close of business on [member record date]);

• The plan of conversion is approved by Old Cullman stockholders holding at least two-thirds of the outstanding shares of common stock of Old Cullman as of the close of business on [stockholder record date], including shares held by Cullman Savings Bank, MHC;

• The plan of conversion is approved by Old Cullman stockholders holding at least a majority of the outstanding shares of common stock of Old Cullman as of the close of business on [stockholder record date], excluding shares held by Cullman Savings Bank, MHC;

• We sell at least the minimum number of shares of common stock offered in the offering;

• We receive approval from the Federal Reserve Board; and

• The Office of the Comptroller of the Currency approves an amendment to Cullman Savings Bank’s charter to provide for a liquidation account.

Subject to member, stockholder and regulatory approvals, we intend to contribute shares of common stock and cash to the charitable foundation in connection with the conversion. However, member and stockholder approval of the contribution to the charitable foundation is not a condition to the completion of the conversion and offering.

Cullman Savings Bank, MHC intends to vote its shares in favor of the plan of conversion and in favor of the contribution to the charitable foundation. At the close of business on [stockholder record date], Cullman Savings Bank, MHC owned 1,403,731 shares, or approximately 57.3%, of the outstanding shares of common stock of Old Cullman. At the close of business on [stockholder record date], the directors and executive officers of Old Cullman and their affiliates owned                  shares of Old Cullman (excluding exercisable options), or     % of the outstanding shares of common stock and     % of the outstanding shares of common stock excluding shares held by Cullman Savings Bank, MHC. They intend to vote those shares in favor of the plan of conversion and in favor of the contribution to the charitable foundation.

Steps We May Take if We Do Not Receive Orders for the Minimum Number of Shares

If we do not receive orders for at least 2,770,891 shares of common stock, we may take one or more steps to sell the minimum number of shares of common stock in the offering range. Specifically, we may:

(i) increase the purchase limitations; and/or

(ii) seek regulatory approval to extend the offering beyond [extension date], as long as we resolicit subscribers who previously submitted subscriptions in the offering.

If we extend the offering past [extension date], all subscribers will be notified and given an opportunity to confirm, change or cancel their orders. If you do not respond to the notice of extension, we will cancel your stock order and promptly return your funds with interest for funds received in the subscription and community offering or cancel your deposit account withdrawal authorization. If one or more purchase limitations are increased, subscribers in the subscription offering who ordered the maximum amount will be given the opportunity to increase their subscriptions up to the then-applicable limit.

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Possible Change in the Offering Range

Keller & Company, Inc. will update its appraisal before we complete the conversion and offering. If, as a result of demand for the shares or changes in market conditions, Keller & Company, Inc. determines that our pro forma market value has increased, we may sell up to 4,311,181 shares in the offering without further notice to you. If our pro forma market value at that time is either below $47.6 million or above $74.1 million, then, after consulting with the Federal Reserve Board, we may:

• terminate the stock offering and promptly return all funds (with interest paid on funds received in the subscription and community offerings);

• set a new offering range; or

• take such other actions as may be permitted by the Federal Reserve Board and the Securities and Exchange Commission.

If we set a new offering range, we will promptly return funds, with interest at [interest rate]% per annum, for funds received for purchases in the subscription and community offerings, and cancel any authorization to withdraw funds from deposit accounts for the purchase of shares of common stock. We will then resolicit subscribers, allowing them to place a new stock order for a period of time.

Possible Termination of the Offering

We may terminate the offering at any time before the special meeting of members of Cullman Savings Bank, MHC and the special meeting of stockholders of Old Cullman that have been called to vote on the conversion, and at any time after member and stockholder approval with regulatory approval. If we terminate the offering, we will promptly return your funds with interest at [interest rate]% per annum, and we will cancel deposit account withdrawal authorizations.

Benefits to Management and Potential Dilution to Stockholders Resulting from the Conversion

We expect our employee stock ownership plan, which is a tax-qualified retirement plan operated for the benefit of Cullman Savings Bank’s employees, to purchase up to 8% of the shares of common stock we sell in the offering and issue to the charitable foundation. If market conditions warrant, in the judgment of its trustees, the employee stock ownership plan’s subscription order will not be filled and the employee stock ownership plan may elect to purchase shares in the open market following the completion of the conversion, subject to the approval of the Federal Reserve Board.

We intend to implement one or more new stock-based benefit plans no earlier than six months after completion of the conversion. Stockholder approval of these plans would be required. We have not determined whether we would adopt the plans within or after 12 months following the completion of the conversion. If we implement stock-based benefit plans within 12 months following the completion of the conversion, the stock-based benefit plans would be limited to reserving a number of shares (i) up to 4% of the shares of common stock sold in the offering and issued to the charitable foundation for awards of restricted stock to key employees and directors, at no cost to the recipients, and (ii) up to 10% of the shares of common stock sold in the offering and issued to the charitable foundation for issuance pursuant to the exercise of stock options by key employees and directors. If the stock-based benefit plan is adopted more than 12 months after the completion of the conversion, it would not be subject to the percentage limitations set forth above. We have not yet determined the definitive number of shares that would be reserved for issuance under these plans. For a description of our current stock-based benefit plan, see “Management—Benefits to be Considered Following Completion of the Conversion—Stock-Based Benefit Plans.”

The following table summarizes the number of shares of common stock and the aggregate dollar value of grants that are available under one or more stock-based benefit plans if such plans reserve a number of shares of common stock equal to 4% and 10% of the shares sold in the stock offering and issued to the charitable foundation

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for restricted stock awards and stock options, respectively. The table shows the dilution to stockholders if all such shares are issued from authorized but unissued shares, instead of purchased in the open market. A portion of the stock grants shown in the table below may be made to non-management employees. The table also sets forth the number of shares of common stock to be acquired by the employee stock ownership plan for allocation to all qualifying employees.

	Number of Shares to be Granted or Purchased							Dilution Resulting From Issuance of Shares for Stock-Based Benefit Plans
	At Minimum of Offering Range		At Adjusted Maximum of Offering Range		As a Percentage of Common Stock to be Sold in the Offering and Issued to the Charitable Foundation						Value of Grants (In Thousands) (1)
											At Minimum of Offering Range		At Adjusted Maximum of Offering Range
Employee stock ownership plan		229,287		356,744		8.0	%		N/A	(2)	$	2,293	$	3,567
Restricted stock awards		114,643		178,372		4.0			2.4	%		1,146		1,784
Stock options		286,609		445,930		10.0			5.7	%		742		1,155
Total		630,539		981,046		22.0	%		7.8%	(2)	$	4,181	$	6,506

(1) The actual value of restricted stock awards will be determined based on their fair value as of the date grants are made. For purposes of this table, fair value for restricted stock awards is assumed to be the same as the offering price of $10.00 per share. The fair value of stock options has been estimated at $2.59 per option using the Black-Scholes option pricing model with the following assumptions: a grant-date share price and option exercise price of $10.00; an expected option term of ten years; a dividend yield of 1.48%; a risk-free rate of return of 0.70%; and expected volatility of 18.08%. The actual value of stock options granted will be determined by the grant-date fair value of the options, which will depend on a number of factors, including the valuation assumptions used and the option pricing model ultimately adopted.

(2) No dilution is reflected for the employee stock ownership plan because such shares are assumed to be purchased in the offering.

We may fund our stock-based benefit plans through open market purchases, as opposed to new issuances of stock; however, if any options previously granted under our existing 2020 Equity Incentive Plan are exercised during the first year following completion of the offering, they will be funded with newly issued shares as federal regulations do not permit us to repurchase our shares during the first year following the completion of the offering, except to fund the grants of restricted stock under a stock-based benefit plan or under extraordinary circumstances.

The following table presents information as of December 31, 2020 regarding our employee stock ownership plan, our 2020 Equity Incentive Plan, and our proposed new stock-based benefit plan. The table below assumes that 7,406,000 shares are outstanding after the offering, which includes the sale of 4,311,181 shares in the offering at the adjusted maximum of the offering range, the issuance of 148,120 shares to the charitable foundation and the issuance of shares of New Cullman in exchange for shares of Old Cullman based on an exchange ratio of 2.8153. It also assumes that the value of the stock is $10.00 per share.

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Existing and New Stock Benefit Plans	Participants		Shares at Adjusted Maximum of Offering Range			Estimated Value of Shares			Percentage of Shares Outstanding After the Conversion
Employee Stock Ownership Plan:		Officers and Employees
Shares purchased in 2009 offering (1)				277,307	(2)	$	2,773,070			3.74	%
Shares to be purchased in this offering				356,744			3,567,440			4.82
Total employee stock ownership plan shares				634,051		$	6,340,510			8.56	%
Restricted Stock Awards:		Directors, Officers and Employees
2020 Equity Incentive Plan (1)				225,224	(3)	$	2,252,240			3.04	%
New shares of restricted stock				178,374			1,783,740	(4)		2.41
Total shares of restricted stock				403,598		$	4,035,980			5.45	%
Stock Options:		Directors, Officers and Employees
2020 Equity Incentive Plan (1)				337,836	(5)	$	540,000			4.56	%
New stock options				445,930			1,154,959	(6)		6.02
Total stock options				783,766		$	1,694,959			10.58	%
Total of stock benefit plans				1,821,415		$	12,071,449			24.59	%

(1) The number of shares indicated in the table and the footnotes has been adjusted for the 2.8153 exchange ratio at the adjusted maximum of the offering range.

(2) At December 31, 2020, 237,558 of these shares have been allocated to participants.

(3) At December 31, 2020, all of these shares have been awarded and none have vested.

(4) The value of restricted stock awards is determined based on their fair value as of the date grants are made. For purposes of this table, the fair value of awards under the new stock-based benefit plan is assumed to be the same as the offering price of $10.00 per share.

(5) At December 31, 2020, all of these options have been awarded and none have vested.

(6) The weighted-average fair value of stock options has been estimated at $2.59 per option, using the Black-Scholes option pricing model with the following assumptions: exercise price, $10.00; trading price on date of grant, $10.00; dividend yield, 1.48%; expected term, ten years; expected volatility, 18.08%; and risk-free rate of return, 0.70%. The actual value of option grants will be determined by the grant-date fair value of the options, which will depend on a number of factors, including the valuation assumptions used and the option pricing model ultimately adopted.

Tax Consequences

Cullman Savings Bank, MHC, Old Cullman, Cullman Savings Bank and New Cullman have received an opinion of counsel, Luse Gorman, PC, regarding the material federal income tax consequences of the conversion, and have received an opinion of Taylor Vise Brown & King, LLC regarding the material Alabama tax consequences of the conversion. As a general matter, the conversion will not be a taxable transaction for purposes of federal or state income taxes to Cullman Savings Bank, MHC, Old Cullman, Cullman Savings Bank, New Cullman, persons eligible to subscribe in the subscription offering, or existing stockholders of Old Cullman (except as to cash paid for fractional shares). Existing stockholders of Old Cullman who receive cash in lieu of fractional shares of New Cullman will recognize a gain or loss equal to the difference between the cash received and the tax basis of the fractional share.

Our Contribution of Shares of Common Stock and Cash to the Charitable Foundation

To further our commitment to our local community, we intend to make a contribution of shares of common stock and cash to a new charitable foundation that we intend to establish as part of the conversion and stock offering. The new charitable foundation will be dedicated to supporting charitable causes and community development activities in the communities in which we operate. The contribution to the charitable foundation has been approved by the boards of directors of Cullman Savings Bank, MHC, Old Cullman, New Cullman and Cullman Savings Bank. In addition, the contribution to the charitable foundation is subject to the approval of the members of Cullman Savings Bank, MHC, the stockholders of Old Cullman and the Federal Reserve Board. Assuming we receive all required approvals, we intend to contribute shares of common stock equal to 2% of the shares to be outstanding following the completion of the conversion and offering and $100,000 in cash to the charitable foundation.

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The contribution to the charitable foundation will result in an after-tax expense of approximately $1.2 million at the adjusted maximum of the offering, which will reduce our earnings during the quarter in which the contribution to the foundation is made, offset in part by a corresponding tax benefit.

If the members of Cullman Savings Bank, MHC or the stockholders of Old Cullman do not approve the contribution to the charitable foundation, we will proceed with the conversion and offering without making the contribution to the charitable foundation and subscribers for common stock will not be resolicited (unless required by the Federal Reserve Board).

For a further discussion of the financial impact of our contribution to the foundation, see “Risk Factors—Risks Related to the Contribution to the Charitable Foundation—The contribution to The Cullman Foundation will dilute your ownership interests and adversely affect net income,” “—Our contribution to The Cullman Foundation may not be tax deductible, which could reduce our profits,” “Comparison of Valuation and Pro Forma Information With and Without the Charitable Foundation” and “The Cullman Foundation.”

Emerging Growth Company Status

We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For as long as we are an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies. See “Risk Factors—Risks Related to Laws and Regulations—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” and “Supervision and Regulation—Emerging Growth Company Status.”

An emerging growth company may elect to use an 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, but must make such election when the company is first required to file a registration statement. Such an election is irrevocable during the period a company is an emerging growth company. We have 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.

Risk Factors

An investment in New Cullman’s common stock is subject to risk, including risks related to our business and this offering.

Specific areas of risk related to our business include those related to the COVID-19 pandemic; our lending activities; laws and regulations; market interest rates; our business strategy; economic conditions; competitive matters; operational matters; accounting matters; our reputation; our existing equity plan; legal matters; societal responses to climate change; and federal government shutdowns.

Specific risks related to this offering include those related to the future trading price of the common stock of New Cullman; use of the net offering proceeds; our return on equity after the completion of the offering; intended new stock-based benefit plans; anti-takeover factors; forum selection provision for certain litigation; the trading market for the common stock of New Cullman; the irrevocability of your investment decision; potential adverse tax consequences related to subscription rights; and our contribution to the charitable foundation.

Before making an investment decision, you should read this entire document carefully, including the section entitled “Risk Factors” that immediately follows and that discusses the above risks in further detail.

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How You Can Obtain Additional Information—Stock Information Center

Our banking personnel may not, by law, assist with investment-related questions about the offering. If you have any questions regarding the conversion or offering, call our Stock Information Center at [stock center number]. The Stock Information Center is open Monday through Friday between 10:00 a.m. and 4:30 p.m., Central Time, and will be closed on bank holidays.

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RISK FACTORS

You should consider carefully the following risk factors in evaluating an investment in the shares of common stock. In addition to these risks and the other risks and uncertainties described elsewhere in this prospectus, there may be additional risks and uncertainties that are not currently known to us or that we currently deem to be immaterial that could materially and adversely affect our business, financial condition or results of operations.

Risks Related to the COVID-19 Pandemic

The economic impact of the COVID-19 outbreak could adversely affect our financial condition and results of operations.

The coronavirus (COVID-19) pandemic has caused significant economic dislocation in the United States as many state and local governments have placed restrictions on business. This has resulted in a slow-down in economic activity and a related increase in unemployment. Since the COVID-19 outbreak, millions of individuals have filed claims for unemployment, and stock markets have declined in value. In response to the COVID-19 outbreak, the Federal Reserve Board reduced the benchmark federal funds rate to a target range of 0% to 0.25%, and the yields on 10- and 30-year treasury notes have declined to historic lows. Various state governments and federal agencies are requiring lenders to provide forbearance and other relief to borrowers (e.g., waiving late payment and other fees). The federal banking agencies have encouraged financial institutions to prudently work with affected borrowers, and federal legislation has provided relief from reporting loan classifications due to modifications related to the COVID-19 outbreak. Limitations have been placed on our ability to foreclose on properties during the pandemic. Certain industries have been particularly hard-hit, including the travel and hospitality industry, the restaurant industry and the retail industry. Finally, the spread of the coronavirus has caused us to modify our business practices, including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences. We have employees working remotely as needed and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers and business partners.

Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the full impact of the COVID-19 outbreak on our business. The extent of such impact will depend on future developments, which are highly uncertain, including when the coronavirus can be controlled and abated. As the result of the COVID-19 pandemic and the related adverse local and national economic consequences, we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations:

• demand for our products and services may decline, making it difficult to grow assets and income;

• if the economy is unable to substantially and successfully reopen, and high levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charge-offs and reduced income;

• collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase;

• our allowance for loan losses has been and may have to be increased if borrowers experience financial difficulties beyond forbearance periods, which will adversely affect our net income;

• the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us;

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• as the result of the decline in the Federal Reserve Board’s target federal funds rate, the yield on our assets may continue to decline to a greater extent than the decline in our cost of interest-bearing liabilities, reducing our net interest margin and spread and reducing net income;

• our cyber security risks are increased as the result of an increase in the number of employees working remotely;

• litigation, regulatory enforcement risk and reputation risk regarding our participation in the PPP and the risk that the SBA may not fund some or all PPP loan guarantees;

• we rely on third-party vendors for certain services and the unavailability of a critical service due to the COVID-19 outbreak could have an adverse effect on us; and

• Federal Deposit Insurance Corporation premiums may increase if the agency experience additional resolution costs;

Moreover, our future success and profitability substantially depends on the management skills of our executive officers and directors, many of whom have held officer and director positions with us for many years. The unanticipated loss or unavailability of key employees due to the outbreak could harm our ability to operate our business or execute our business strategy. We may not be successful in finding and integrating suitable replacements in the event of key employee loss or unavailability.

Any one or a combination of the factors identified above could negatively impact our business, financial condition and results of operations and prospects.

Risks Related to our Lending Activities

We intend to increase our originations of commercial real estate and commercial loans. These loans involve credit risks that could adversely affect our financial condition and results of operations.

At December 31, 2020, commercial real estate loans totaled $77.8 million, or 33.2% of our loan portfolio, and commercial loans (excluding PPP loans) totaled $20.3 million, or 8.7% of our loan portfolio. Given their larger balances and the complexity of the underlying collateral, commercial real estate loans 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 loans 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 real estate market or economy. A downturn in the real estate market or the local 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 and commercial real estate loans, 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 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, the corresponding risks and potential for losses from these loans may also increase.

The offering will allow us to increase our loans-to-one borrower limit, which may result in larger loan balances. In addition, to the extent that borrowers have more than one commercial loan outstanding, an adverse development with respect to one loan or one credit relationship could expose us to a significantly greater risk of loss compared to an adverse development with respect to a one- to four-family residential real estate loan. Furthermore, if loans that are collateralized by commercial real estate become troubled and the value of the real estate has been significantly impaired, then we may not be able to recover the full contractual amount of principal and interest that we anticipated at the time we originated the loan, which could cause us to increase our provision for loan losses and adversely affect our operating results and financial condition.

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Our emphasis on residential mortgage loans exposes us to lending risks.

At December 31, 2020, $114.8 million, or 49.0%, of our loan portfolio was secured by one- to four-family real estate and we intend to continue to make loans of this type after the offering. One- to four-family residential mortgage lending is generally sensitive to regional and local economic conditions that significantly impact the ability of borrowers to meet their loan payment obligations, making loss levels difficult to predict. Declines in real estate values could cause some of our residential mortgages to be inadequately collateralized, which would expose us to a greater risk of loss if we seek to recover on defaulted loans by selling the real estate collateral.

The geographic concentration of our loan portfolio and lending activities makes us vulnerable to a downturn in our local market area.

While there is not a single employer or industry in our market area on which a significant number of our customers are dependent, a substantial portion of our loan portfolio is comprised of loans secured by property located in Cullman County, Alabama. This makes us vulnerable to a downturn in the local economy and real estate markets. Adverse conditions in the local economy such as unemployment, recession, a catastrophic event or other factors beyond our control could impact the ability of our borrowers to repay their loans, which could impact our net interest income. Decreases in local real estate values caused by economic conditions, recent changes in tax laws or other events could adversely affect the value of the property used as collateral for our loans, which could cause us to realize a loss in the event of a foreclosure. Further, deterioration in local economic conditions could drive the level of loan losses beyond the level we have provided for in our allowance for loan losses, which in turn could necessitate an increase in our provision for loan losses and a resulting reduction to our earnings and capital.

If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings could decrease.

We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness 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 losses, we review our loans and our loss and delinquency experience, and we evaluate economic conditions. If our assumptions or the results of our analyses are 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 growth and on increasing our portfolios of commercial real estate and commercial business loans, as well as any future credit deterioration, including as a result of COVID-19, could require us to increase our allowance for loan losses in the future. At December 31, 2020, our allowance for loan losses was 1.01% of total loans and 92.05% of non-performing loans. Material additions to our allowance would materially decrease our net income.

The Financial Accounting Standards Board has delayed the effective date of the implementation of the Current Expected Credit Loss, or CECL, standard for New Cullman and Cullman Savings Bank until January 1, 2023. CECL will require financial institutions to determine periodic estimates of lifetime expected credit losses on loans, and recognize the expected credit losses as allowances for credit losses. This will change the current method of providing allowances for loan losses that are incurred or probable, which would likely require us to increase our allowance for credit losses, and to greatly increase the types of data we would need to collect and review to determine the appropriate level of the allowance for credit losses.

In addition, bank regulators periodically review our allowance for loan losses and, as a result of such reviews, we may be required to increase our provision for loan losses or recognize further loan charge-offs. Any increase in our allowance for loan 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.

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

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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.

We are subject to regulatory enforcement risk, reputation risk and litigation risk regarding our participation in the PPP, and we are subject to the risk that the SBA may not fund some or all PPP loan guarantees.

The CARES Act included the PPP as a loan program administered through the SBA. Under the PPP, small businesses and other entities and individuals can apply for loans from existing SBA lenders and other approved lenders, subject to detailed qualifications and eligibility criteria.

Because of the short timeframe between the passing of the CARES Act and implementation of the PPP, some of the rules and guidance relating to PPP were issued after lenders began processing PPP applications. Also, there was and continues to be uncertainty in the laws, rules and guidance relating to the PPP. Since the opening of the PPP, several banks have been subject to litigation regarding the procedures used in processing PPP applications and the payment of fees to agents that assisted borrowers in obtaining PPP loans. In addition, some banks and borrowers have received negative media attention associated with PPP loans. We may be exposed to litigation risk and negative media attention related to our participation in the PPP. If any such litigation is not resolved in in our favor, it may result in significant financial liability to us or adversely affect our reputation. In addition, litigation can be costly, regardless of outcome. Any financial liability, litigation costs or reputational damage caused by PPP-related litigation or media attention could have a material adverse impact on our business, financial condition, and results of operations.

Federal and state regulators can impose or request that we consent to substantial sanctions, restrictions and requirements if they determine there are violations of laws, rules or regulations or weaknesses or failures with respect to general standards of safety and soundness, which could adversely affect our business, reputation, results of operation and financial condition, and thereby adversely affect your investment.

We also have credit risk on PPP loans if the SBA determines that there is a deficiency in the manner in which we originated, funded or serviced loans, including any issue with the eligibility of a borrower to receive a PPP loan. In the event of a loss resulting from a default on a PPP loan and a determination by the SBA that there was a deficiency in the manner in which we originated, funded or serviced a PPP loan, the SBA may deny its liability under the guaranty, reduce the amount of the guaranty or, if the SBA has already paid under the guaranty, seek recovery of any loss related to the deficiency from 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.

Cullman Savings Bank is subject to extensive regulation, supervision and examination by the Office of the Comptroller of the Currency, and New Cullman will be 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 Cullman Savings 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

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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.

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, or have 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, following the completion of the offering, Cullman Savings Bank’s ability to pay dividends to New Cullman will be limited if it does not maintain the capital conservation buffer required by the capital rules, which may further limit New Cullman’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 Cullman Savings 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 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 New Cullman 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.

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

In addition to being affected by general economic conditions, our earnings and growth are affected by the policies of the Federal Reserve Board, who 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.

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.

New Cullman is an emerging growth company, and we expect that New Cullman will cease to be an emerging growth company at the end of the fiscal year following the fifth anniversary of the completion of the offering. For as long as New Cullman 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, New Cullman also will not be 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

A continuation of the historically low interest rate environment may adversely affect our net interest income and profitability.

In recent years the Federal Reserve Board has maintained interest rates at historically low levels through its targeted federal funds rate and the purchase of mortgage-backed securities. Our ability to reduce our interest expense may be limited at current interest rate levels while the average yield on our interest-earning assets may continue to decrease. A continuation of a low interest rate environment may adversely affect our net interest income, which would have an adverse effect on our profitability.

Future changes 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:

• the interest income we earn on interest-earning assets, such as loans and securities; and

• the interest expense we pay on interest-bearing liabilities, such as deposits and borrowings.

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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. 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. 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 or refinance 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.

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, 2020, in the event of an instantaneous 200 basis point increase in interest rates, we estimate that we would experience a 3.45% decrease in EVE and an 11.69% increase 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 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 assets, deposits and the scale of our operations. 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 our ability to attract and retain experienced bankers, the continued availability of desirable business opportunities and the level of competition from other financial institutions. 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 opening branches and 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 until certain economies of scale are reached.

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. See “Management.”

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Secondary mortgage market conditions could have a material impact on our financial condition and results of operations.

Our mortgage banking operation provides a significant portion of our non-interest income. In addition to being affected by interest rates, the secondary mortgage markets are also subject to investor demand for residential mortgage loans and increased investor yield requirements for these loans. These conditions may fluctuate or worsen in the future. As a result, a prolonged period of secondary market illiquidity may reduce our loan production volumes and could have a material adverse effect on our 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 invest 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 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:

• 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, as well as 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 and diversion of our management’s time and attention;

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

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• 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.

Local economic conditions have a significant impact on the ability of our borrowers to repay loans and the value of the collateral securing loans. A deterioration in economic conditions, especially local conditions, as a result of COVID-19 or otherwise, could have the following consequences, any of which could have a material adverse effect on our business, financial condition, liquidity and results of operations, and could more negatively affect us compared to a financial institution that operates with more geographic diversity:

• demand for our products and services may decline;

• loan delinquencies, problem assets and foreclosures may increase;

• collateral for loans, especially real estate, may decline in value, thereby reducing customers’ future borrowing power, and reducing the value of assets and collateral associated with existing loans; and

• the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us.

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 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. In addition, deflationary pressures, while possibly lowering our operating costs, could have a significant negative effect on our borrowers, especially our business borrowers, and the values of underlying collateral securing loans, which could negatively affect our financial performance.

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, financial technology or “fintech companies,” 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 Cullman Savings Bank—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.

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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.

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.

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.

We outsource critical operation to third-party service providers. Systems failures, interruptions and cybersecurity breaches could have a material adverse effect on us.

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, and our third-party service providers may be vulnerable to unauthorized access, computer viruses, phishing schemes and other security breaches. We likely will expend additional resources to protect against the threat of such security breaches and computer viruses, or to alleviate problems caused by such security breaches or viruses. To the extent that the activities of our third-party service providers or the activities of our customers involve the storage and transmission of confidential information, security breaches and viruses could expose us to claims, regulatory scrutiny, litigation costs and other possible liabilities. To our knowledge, the services and programs provided to us by third parties have not experienced any

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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.

Our funding sources may prove insufficient to replace deposits at maturity and support our future growth.

We must maintain sufficient funds to respond to the needs of depositors and borrowers. As a part of our liquidity management, we use a number of funding sources in addition to deposit growth and repayments and maturities of loans and investments. As we continue to grow, we are likely to become more dependent on these sources, which may include Federal Home Loan Bank advances, proceeds from the sale of loans, federal funds purchased and brokered certificates of deposit. Adverse operating results or changes in industry conditions could lead to difficulty or an inability to access these additional funding sources. Our financial flexibility will be severely constrained if we are unable to maintain our access to funding or if adequate financing is not available to accommodate future growth at acceptable interest rates. If we are required to rely more heavily on more expensive funding sources to support future growth, our revenues may not increase proportionately to cover our costs. In this case, our operating margins and profitability would be adversely affected.

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 this prospectus, 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 losses, the valuation of other real estate acquired in connection with foreclosure or in satisfaction of loans, 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.

Other Risks Related to Our Business

We are a community bank and our ability to maintain our reputation, which is critical to the success of our business, 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, or customers, 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.

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The cost of additional finance and accounting systems, procedures and controls in order to satisfy our new public company reporting requirements will increase our expenses.

As a result of the completion of the offering, we will become a public reporting company. The obligations of being a public company, including the substantial public reporting obligations, will require significant expenditures and place additional demands on our management team. We will make changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company. Any failure to achieve and maintain an effective internal control environment could have a material adverse effect on our business and stock price. In addition, we may need to hire additional compliance, accounting and financial staff with appropriate public company experience and technical knowledge, and we may not be able to do so in a timely fashion. As a result, we may need to rely on outside consultants to provide these services for us until qualified personnel are hired. These obligations will increase our operating expenses and could divert our management’s attention from our operations.

Our 2020 Equity Incentive Plan has increased our expenses and reduced our income, and may dilute your ownership interests.

Our stockholders previously approved the Cullman Bancorp, Inc. 2020 Equity Incentive Plan. During the year ended December 31, 2020, we recognized $232,000 in non-interest expense relating to this stock benefit plan, and we will recognize additional expenses in the future as additional grants are made and awards vest.

We may fund the 2020 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.

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.

A protracted government shutdown could negatively affect our financial condition and results of operations.

A protracted federal government shutdown could result in reduced income for government employees or employees of companies that engage in business with the federal government, which could result in greater loan

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delinquencies, increases in our non-performing, criticized and classified assets and a decline in demand for our products and services. During any protracted federal government shutdown, we may not be able to close certain loans and we may not be able to recognize non-interest income on the sale of loans. Some of the loans we originate are sold directly to government agencies, and some of these sales may be unable to be consummated during the shutdown. In addition, some borrowers may determine not to proceed with their home purchase and not close on their loans, either due to a delay in closing their loans or due to concerns over employment status, which would result in a permanent loss of the related non-interest income.

Risks Related to the Offering

The future price of our shares of common stock may be less than the $10.00 purchase price per share in the offering.

If you purchase shares of common stock in the offering, you may not be able to sell them later at or above the $10.00 purchase price. In many cases, shares of common stock issued by newly converted savings institutions or mutual holding companies have traded below the initial offering price. The aggregate purchase price of the shares of common stock sold in the offering will be based on an independent appraisal. The independent appraisal is not intended, and should not be construed, as a recommendation of any kind as to the advisability of purchasing shares of common stock. The independent appraisal is based on certain estimates, assumptions and projections, all of which are subject to change. After the shares begin trading, the trading price of our common stock will be determined by the marketplace, and may be influenced by many factors, including prevailing interest rates, the overall performance of the economy, changes in laws and regulations, investor perceptions of New Cullman and the outlook for the financial services industry in general. Price fluctuations in our common stock may be unrelated to our operating performance.

Our failure to effectively deploy the net proceeds may have an adverse effect on our financial performance.

We intend to contribute between $13.1 million and $18.0 million of the net proceeds of the offering (or $20.8 million at the adjusted maximum of the offering range) to Cullman Savings Bank. We may use the remaining net proceeds to invest in short-term investments and for general corporate purposes, including repurchasing shares of our common stock and paying dividends. We also expect to use a portion of the net proceeds we retain to fund a loan to our employee stock ownership plan to purchase shares of common stock in the offering, and to make a contribution to a new charitable foundation. Cullman Savings Bank may use the net proceeds it receives to fund new loans, expand its retail banking franchise by establishing or acquiring new branches or by acquiring other financial institutions or other financial services companies, or for other general corporate purposes. However, except for the funding the loan to the employee stock ownership plan and the contribution to the charitable foundation, we have not allocated specific amounts of the net proceeds for any of these purposes, and we will have broad discretion in determining the amount of the net proceeds we apply to different uses and when we apply or reinvest such proceeds. Also, certain of these uses, such as opening new branches or acquiring other financial institutions, may require the approval of the Office of the Comptroller of the Currency or the Federal Reserve Board. We have not established a timetable for investing the net proceeds, and we cannot predict how long we will require to invest the net proceeds. Our failure to reinvest these funds effectively would reduce our profitability and may adversely affect the value of our common stock.

Our return on equity may be low following the stock offering. This could negatively affect the trading price of our shares of common stock.

Net income divided by average stockholders’ equity, known as “return on equity,” is a ratio many investors use to compare the performance of financial institutions. Our return on equity may be low until we are able to leverage the additional capital we receive from the stock offering. Our return on equity also will be negatively affected by added expenses associated with our employee stock ownership plan and the stock-based benefit plans we currently sponsor and intend to adopt. Our return on average equity was 6.43% for the year ended December 31, 2020, with consolidated equity of $56.9 million at December 31, 2020. Our pro forma consolidated equity as of December 31, 2020, assuming completion of the offering, is estimated to be between $81.1 million at the minimum

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of the offering range and $93.9 million at the adjusted maximum of the offering range. Until we can increase our net interest income and non-interest income and leverage the capital raised in the stock offering, our return on equity may be low, which may reduce the market price of our shares of common stock.

Our stock-based benefit plans will increase our expenses and reduce our income.

We intend to adopt one or more new stock-based benefit plans after the conversion, subject to stockholder approval, which will increase our annual compensation and benefit expenses related to the stock options and stock awards granted to participants. The actual amount of these new stock-related compensation and benefit expenses will depend on the number of options and stock awards granted under the plans, the fair market value of our stock or options on the date of grant, the vesting period, and other factors which we cannot predict at this time. If we adopt stock-based benefit plans within 12 months following the conversion, the shares of common stock reserved for issuance pursuant to awards of restricted stock and grants of options under such plans would be limited to 4% and 10%, respectively, of the total shares of our common stock sold in the offering and issued to the charitable foundation. If we adopt stock-based benefit plans more than 12 months after the completion of the conversion, we may adopt plans that allow for greater amounts of awards and options and, therefore, we could award restricted shares of common stock or grant options in excess of these amounts, which would further increase costs.

In addition, we will recognize expense for our employee stock ownership plan when shares are committed to be released to participants’ accounts, and we will recognize expense for restricted stock awards and stock options over the vesting period of awards made to recipients. The expense in the first year following the offering for our employee stock ownership plan and for our new stock-based benefit plans, assuming such plans had been implemented at the beginning of the year, is estimated to be approximately $600,000 ($474,000 after tax) at the adjusted maximum of the offering range as set forth in the pro forma financial information under “Pro Forma Data,” assuming the $10.00 per share purchase price as fair market value. Actual expenses, however, may be higher or lower, depending on the price of our common stock. For further discussion of our proposed stock-based plans, see “Management—Benefits to be Considered Following Completion of the Conversion.”

The implementation of stock-based benefit plans may dilute your ownership interest. Historically, stockholders have approved these stock-based benefit plans.

We intend to adopt one or more new stock-based benefit plans following the stock offering. These plans may be funded either through open market purchases of our common stock or from the issuance of authorized but unissued shares of common stock. Our ability to repurchase shares of our common stock to fund these plans will be subject to many factors, including applicable regulatory restrictions on stock repurchases, the availability of stock in the market, the trading price of our stock, our capital levels, alternative uses for our capital and our financial performance. While our intention is to fund the new stock-based benefit plans through open market purchases, stockholders would experience a 2.4% dilution in ownership interest if newly issued shares of our common stock are used to fund stock options in an amount equal to 10% of the shares sold in the offering and issued to the charitable foundation, and all such stock options are exercised, and a 5.7% dilution in ownership interest if newly issued shares of our common stock are used to fund shares of restricted common stock in an amount equal to 4% of the shares sold in the offering and issued to the charitable foundation. Such dilution would also reduce earnings per share. If we adopt the plans more than 12 months following the conversion, new stock-based benefit plans would not be subject to these size limitations and stockholders could experience even greater dilution.

Although the implementation of new stock-based benefit plans would be subject to stockholder approval, historically, the overwhelming majority of stock-based benefit plans adopted by savings institutions and their holding companies following mutual-to-stock conversions have been approved by stockholders.

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We have not determined when we will adopt one or more new stock-based benefit plans. Stock-based benefit plans adopted more than 12 months following the completion of the conversion may exceed regulatory restrictions on the size of stock-based benefit plans adopted within 12 months, which would further increase our costs.

If we adopt stock-based benefit plans more than 12 months following the completion of the conversion, then grants of shares of common stock or stock options under our proposed stock-based benefit plans may exceed 4% and 10%, respectively, of shares of common stock sold in the offering and issued to the charitable foundation. Stock-based benefit plans that provide for awards in excess of these amounts would increase our costs beyond the amounts estimated in “—Our stock-based benefit plans will increase our expenses and reduce our income.” Stock-based benefit plans that provide for awards in excess of these amounts could also result in dilution to stockholders in excess of that described in “—The implementation of stock-based benefit plans may dilute your ownership interest. Historically, stockholders have approved these stock-based benefit plans.” Although the implementation of stock-based benefit plans would be subject to stockholder approval, the timing of the implementation of such plans will be at the discretion of our board of directors.

Various factors may make takeover attempts more difficult to achieve.

Certain provisions of our articles of incorporation and bylaws and federal banking laws, including regulatory approval requirements, could make it more difficult for a third party to acquire control of New Cullman without our board of directors’ approval. Under regulations applicable to the conversion, for a period of three years following completion of the conversion, no person may offer to acquire or acquire beneficial ownership of more than 10% of our common stock without prior approval of the Federal Reserve Board. Under federal law, subject to certain exemptions, a person, entity or group must notify the Federal Reserve Board and receive the Federal Reserve Board’s non-objection before acquiring control of a savings and loan holding company. There also are provisions in our articles of incorporation and bylaws that we may use to delay or block a takeover attempt, including a provision that prohibits any person from voting more than 10% of our outstanding shares of common stock. Furthermore, shares of restricted stock and stock options that we may grant to employees and directors, stock ownership by our management and directors and other factors may make it more difficult for companies or persons to acquire control of New Cullman without the consent of our board of directors, and may increase the cost of an acquisition. Taken as a whole, these statutory or regulatory provisions and provisions in our articles of incorporation and bylaws could result in our being less attractive to a potential acquirer and therefore could adversely affect the market price of our common stock. For additional information, see “Restrictions on Acquisition of New Cullman” and “Management—Benefits to be Considered Following Completion of the Conversion.”

Our articles of incorporation provide that, subject to limited exception, state and federal courts in the State of Maryland are the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, and other employees.

The articles of incorporation of New Cullman provide that, unless New Cullman consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of New Cullman, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of New Cullman to New Cullman or New Cullman’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Maryland General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine will be conducted in a state or federal court located within the State of Maryland, in all cases subject to the court’s having personal jurisdiction over the indispensible parties named as defendants. This exclusive forum provision does not apply to claims arising under the federal securities laws. This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum it finds favorable for disputes with New Cullman and its directors, officers, and other employees or may cause a stockholder to incur additional expense by having to bring a claim in a judicial forum that is distant from where the stockholder resides, or both. In addition, if a court were to find this exclusive forum provision to be inapplicable or unenforceable in a particular action, we may incur additional costs associated with resolving the action in another jurisdiction, which could have a material adverse effect on our financial condition and results of operations.

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There may be a limited trading market in our shares of common stock, which would hinder your ability to sell our common stock and may lower the market price of our common stock.

We expect that our common stock will be traded on the on the Nasdaq Capital Market under the symbol “CULL” upon conclusion of the offering, subject to compliance with certain conditions, including having 300 “round lot” stockholders (stockholders owning more than 100 shares) and at least three companies making a market for our common stock. The development of an active trading market depends on the existence of willing buyers and sellers, the presence of which is not within our control, or that of any market maker. The number of active buyers and sellers of the shares of common stock at any particular time may be limited. Under such circumstances, you could have difficulty selling your shares of common stock on short notice, and, therefore, you should not view the shares of common stock as a short-term investment. Purchasers of common stock in this offering should have long-term investment intent and should recognize that there may be a limited trading market in the common stock, which could make it difficult to sell the common stock after the offering and may have an adverse impact on the price at which the common stock can be sold.

Our stock value may be negatively affected by applicable regulations that restrict stock repurchases.

Applicable regulations generally restrict us from repurchasing our shares of common stock during the first year following the offering. Stock repurchases are a capital management tool that can enhance the value of a company’s stock, and our inability to repurchase our shares of common stock during the first year following the stock offering may negatively affect our stock price.

You may not revoke your decision to purchase New Cullman common stock in the subscription or community offerings after you send us your order.

Funds submitted or automatic deposit withdrawals authorized to purchase shares of common stock in the subscription and community offerings will be held by us until the completion or termination of the conversion and offering. Because completion of the conversion and offering will be subject to regulatory approvals and an update of the independent appraisal prepared by Keller & Company, Inc., among other factors, there may be one or more delays in completing the conversion and offering. Orders submitted in the subscription and community offerings are irrevocable, and purchasers will have no access to their funds unless the offering is terminated, or extended beyond [extension date], or the number of shares to be sold in the offering is increased to more than 4,311,181 shares or decreased to fewer than 2,770,891 shares.

The distribution of subscription rights could have adverse income tax consequences.

If the subscription rights granted in connection with the stock offering are deemed to have an ascertainable value, receipt of such rights may be taxable in an amount equal to such value. Whether subscription rights are considered to have ascertainable value is an inherently factual determination. We have received an opinion of counsel, Luse Gorman, PC, that it is more likely than not that such rights have no value; however, such opinion is not binding on the Internal Revenue Service.

Risks Related to Our Contribution to the Charitable Foundation

The contribution to The Cullman Foundation will dilute your ownership interests and adversely affect net income.

We intend to make a contribution to a new charitable foundation, The Cullman Foundation, in connection with the conversion and offering. We intend to contribute to the foundation up to 148,120 shares of common stock and $100,000 in cash. The contribution will reduce our net income for the quarter and year in which we make the contribution and the after-tax expense would be approximately $1.2 million at the adjusted maximum of the offering range. In addition, persons purchasing shares in the stock offering will have their ownership and voting interests diluted by up to 1.17% due to the issuance of shares of common stock to the charitable foundation.

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Our contribution to The Cullman Foundation may not be tax deductible, which could reduce our profits.

The Internal Revenue Service may not grant tax-exempt status to the charitable foundation. If the contribution is not deductible, we would not receive any tax benefit from the contribution. The total value of the contribution would be $1.6 million at the adjusted maximum of the offering range, which would result in after-tax expense of approximately $1.2 million. In the event that the Internal Revenue Service does not grant tax-exempt status to the charitable foundation or the contribution to the charitable foundation is otherwise not tax deductible, we would recognize after-tax expense up to the total value of the entire contribution.

In addition, even if the contribution is tax deductible, we may not have sufficient taxable income to be able to fully use the tax deduction from our contribution to The Cullman Foundation. Pursuant to the Internal Revenue Code, an entity is permitted to deduct up to 10% of its taxable income (income before federal income taxes and charitable contributions) in any one year for charitable contributions. Any contribution in excess of the 10% limit may be deducted for federal income tax purposes over each of the six years following the year in which the charitable contribution is made. Accordingly, a charitable contribution could, if necessary, be deducted over a six-year period.

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The summary information presented below at each date or for each of the years presented is derived in part from the consolidated financial statements of Old Cullman. The information at and for the years ended December 31, 2020 and 2019 was derived from the audited consolidated financial statements of Old Cullman included elsewhere in this prospectus. The information at and for the years ended December 31, 2018, 2017 and 2016 was derived in part from the audited consolidated financial statements of Old Cullman that are not included in this prospectus. The following information is only a summary, and should be read in conjunction with the consolidated financial statements and related notes of Old Cullman beginning on page F-1 of this prospectus.

	At December 31,
	2020		2019		2018		2017		2016
	(In thousands)
Selected Financial Condition Data:
Total assets	$	331,396	$	298,055	$	293,392	$	284,093	$	274,041
Securities available for sale		18,875		23,544		22,920		23,747		22,764
Loans held for sale		173		—		135		690		485
Loans receivable, net		231,799		248,785		242,920		221,348		221,972
Premises and equipment, net		8,576		8,538		8,638		9,967		10,290
Foreclosed real estate		434		386		129		823		1,015
Federal Home Loan Bank stock, at cost		2,541		2,452		2,337		2,328		2,514
Bank owned life insurance		5,657		5,506		5,355		5,206		5,057
Deposits		216,963		188,888		189,950		184,266		169,648
Borrowings		53,500		51,500		49,000		49,000		54,000
Shareholders’ equity		56,875		53,395		50,689		46,815		46,590
	For the Years Ended December 31,
	2020		2019		2018		2017		2016
	(In thousands)
Selected Operating Data:
Interest income	$	14,172	$	14,332	$	13,673	$	12,711	$	12,075
Interest expense		2,867		3,118		2,508		2,387		2,194
Net interest income		11,305		11,214		11,165		10,324		9,881
Provision for loan losses		152		55		83		—		294
Net interest income after provision for loan losses		11,153		11,159		11,082		10,324		9,587
Noninterest income		1,449		1,456		1,647		1,574		1,524
Noninterest expense		8,099		7,863		7,844		7,531		6,939
Income before income tax expense		4,503		4,752		4,885		4,367		4,172
Income tax expense		957		1,018		1,046		1,787		1,437
Net income	$	3,546	$	3,734	$	3,839	$	2,580	$	2,735
Earnings per share - basic	$	1.49	$	1.57	$	1.62	$	1.08	$	1.15
Earnings per share - diluted	$	1.49	$	1.56	$	1.62	$	1.08	$	1.13

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	At or For the Years Ended December 31,
	2020			2019			2018			2017			2016
Performance Ratios:
Return on average assets		1.13	%		1.26	%		1.33	%		0.92	%		1.06	%
Return on average equity		6.43	%		7.17	%		7.87	%		5.52	%		6.03	%
Interest rate spread (1)		3.54	%		3.74	%		4.06	%		3.92	%		4.05	%
Net interest margin (2)		3.75	%		3.98	%		4.16	%		4.01	%		4.15	%
Noninterest expense to average assets		2.57	%		2.66	%		2.72	%		2.70	%		2.68	%
Efficiency ratio (3)		64.27	%		62.33	%		61.62	%		63.30	%		62.45	%
Average interest-earning assets to average interest-bearing liabilities		1.18x			1.12x			1.10x			1.10x			1.11x
Capital Ratios:
Average equity to average assets		17.52	%		17.60	%		16.88	%		16.74	%		17.52	%
Total capital to risk-weighted assets (4)		N/A	(4)		22.40	%		21.55	%		22.21	%		20.77	%
Tier 1 capital to risk-weighted assets (4)		N/A	(4)		21.41	%		20.55	%		21.16	%		19.71	%
Common equity tier 1 capital to risk-weighted assets (4)		N/A	(4)		21.41	%		20.55	%		21.16	%		19.71	%
Tier 1 capital to average assets (4)		15.49	%		15.86	%		15.17	%		14.78	%		14.44	%
Asset Quality Ratios:
Allowance for loan losses as a percentage of total loans		1.01	%		0.88	%		0.88	%		0.93	%		0.94	%
Allowance for loan losses as a percentage of non-performing loans		1,788.64	%		1,642.96	%		519.95	%		367.02	%		270.90	%
Net (charge-offs) recoveries to average outstanding loans during the year		0.00	%		0.00	%		0.00	%		0.02	%		0.03	%
Non-performing loans as a percentage of total loans		0.06	%		0.05	%		0.17	%		0.25	%		0.35	%
Non-performing loans as a percentage of total assets		0.04	%		0.05	%		0.14	%		0.20	%		0.28	%
Total non-performing assets as a percentage of total assets		0.17	%		0.17	%		0.19	%		0.49	%		0.66	%
Other:
Number of offices		4			4			4			4			4
Number of full-time equivalent employees		50			49			45			47			46

(1) Represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(2) Represents net interest income as a percentage of average interest-earning assets.

(3) Represents noninterest expenses divided by the sum of net interest income and noninterest income.

(4) Ratios are for Cullman Savings Bank. During the year ended December 31, 2020, Cullman Savings Bank elected the “community bank leverage ratio” alternate capital reporting framework. For additional information, see “Supervision and Regulation—Federal Banking Regulations—Capital Requirements.”

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FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect,” “will,” “would,” “should,” “could” or “may,” 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:

• conditions relating to the COVID-19 pandemic, including the severity and duration of the associated economic slowdown either nationally or in our market areas, that are worse than expected;

• 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 losses;

• 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;

• 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;

• adverse changes in the securities or secondary mortgage markets;

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• 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 manage market risk, credit risk and operational risk;

• 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;

• our ability to retain key employees;

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

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

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” beginning on page 20. 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.

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HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING

Although we cannot determine what the actual net proceeds from the sale of the shares of common stock in the offering will be until the offering is completed, we anticipate that the net proceeds will be between $26.2 million and $35.9 million, or $41.5 million if the offering range is increased by 15%.

We intend to use the net proceeds as follows:

	Based Upon the Sale at $10.00 Per Share of:
	2,770,891 Shares					3,259,872 Shares					3,748,853 Shares					4,311,181 Shares (1)
	Amount		Percent of Net Proceeds			Amount		Percent of Net Proceeds			Amount		Percent of Net Proceeds			Amount		Percent of Net Proceeds
	(Dollars in thousands)
Gross offering proceeds	$	27,709				$	32,599				$	37,489				$	43,112
Less: offering expenses		1,488					1,502					1,547					1,598
Net offering proceeds	$	26,221		100.0	%	$	31,097		100.0	%	$	35,942		100.0	%	$	41,514		100.0	%
Distribution of net proceeds:
To Cullman Savings Bank	$	13,111		50.0	%	$	15,549		50.0	%	$	17,971		50.0	%	$	20,757		50.0	%
To fund loan to employee stock ownership plan	$	2,293		8.7	%	$	2,697		8.7	%	$	3,102		8.6	%	$	3,567		8.6	%
To fund cash contribution to charitable foundation	$	100		0.4	%	$	100		0.3	%	$	100		0.3	%	$	100		0.2	%
Retained by New Cullman	$	10,717		40.9	%	$	12,751		41.0	%	$	14,769		41.1	%	$	17,090		41.2	%

(1) As adjusted to give effect to an increase in the number of shares, which could occur due to a 15% increase in the offering range to reflect demand for the shares or changes in market conditions following the commencement of the offering.

Payments for shares of common stock made through withdrawals from existing deposit accounts will not result in the receipt of new funds for investment but will reduce Cullman Savings Bank’s deposits. The net proceeds may vary because total expenses relating to the offering may be more or less than our estimates. For example, our expenses would increase if all the shares offered were not sold in the subscription and community offerings and instead a portion of the shares were sold in a syndicated community offering.

New Cullman may use the proceeds it retains from the offering:

• to invest in securities;

• to repurchase shares of its common stock;

• to finance the potential acquisition of financial institutions or financial services companies, although we do not currently have any agreements or understandings regarding any specific acquisition transaction;

• to pay cash dividends to stockholders; and

• for other general corporate purposes.

See “Our Dividend Policy” for a discussion of our expected dividend policy following the completion of the conversion. Under current federal regulations, we may not repurchase shares of our common stock during the first year following the completion of the conversion, except when extraordinary circumstances exist and with prior regulatory approval, or except to fund the granting of restricted stock awards (which would require notification to the Federal Reserve Board) or tax-qualified employee stock benefit plans.

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Cullman Savings Bank may use the net proceeds it receives from the offering:

• to fund new loans;

• to enhance existing products and services, hire additional employees and support growth and the development of new products and services;

• to expand its banking franchise by establishing or acquiring new branches or by acquiring other financial institutions or other financial services companies as opportunities arise, although we do not currently have any understandings or agreements to acquire a financial institution or other entity;

• to invest in securities; and

• for other general corporate purposes.

Initially, a substantial portion of the net proceeds will be invested in short-term investments, investment-grade debt obligations and mortgage-backed securities. We have not determined specific amounts of the net proceeds that would be used for the purposes described above. The use of the proceeds outlined above may change based on many factors, including, but not limited to, changes in interest rates, equity markets, laws and regulations affecting the financial services industry, the attractiveness and availability of potential acquisitions to expand our operations, and overall market conditions. The use of the proceeds may also change depending on our ability to receive regulatory approval to establish new branches or acquire other financial institutions.

We expect our return on equity may be low until we are able to reinvest effectively the additional capital raised in the offering. Until we can increase our net interest income and non-interest income, our return on equity may be below the industry average, which may negatively affect the value of our common stock. See “Risk Factors—Risks Related to the Offering—Our failure to effectively deploy the net proceeds may have an adverse effect on our financial performance” and “—Our return on equity may be low following the stock offering. This could negatively affect the trading price of our shares of common stock.”

OUR DIVIDEND POLICY

Old Cullman currently pays an annual dividend of $0.35 per share, which equates to $0.19 per share at the minimum of the offering range and $0.12 at the adjusted maximum of the offering. Following completion of the stock offering, our board of directors expects to declare annual dividends on our shares of common stock, and will also have the authority to declare quarterly and/or special dividends on our shares of common stock. However, the board’s determination of whether to declare a dividend and the amount of any such dividend is subject to our capital requirements, our financial condition and results of operations, tax considerations, statutory and regulatory limitations, and general economic conditions. No decision has been made with respect to the amount, if any, and timing of any dividend payments. We cannot assure you that we will pay dividends in the future, or that any such dividends will not be reduced or eliminated in the future.

New Cullman will not be permitted to pay dividends on its common stock if its stockholders’ equity would be reduced below the amount of the liquidation account established by New Cullman in connection with the conversion. The source of dividends will depend on the net proceeds retained by New Cullman and earnings thereon, and dividends from Cullman Savings Bank. In addition, New Cullman will be subject to state law limitations and federal bank regulatory policy on the payment of dividends. Maryland law generally limits dividends if the corporation would not be able to pay its debts in the usual course of business after giving effect to the dividend or if the corporation’s total assets would be less than the corporation’s total liabilities plus the amount needed to satisfy the preferential rights upon dissolution of stockholders whose preferential rights on dissolution are superior to those receiving the distribution.

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After the completion of the conversion, Cullman Savings Bank will not be permitted to pay dividends on its capital stock owned by New Cullman, its sole stockholder, if Cullman Savings Bank’s stockholder’s equity would be reduced below the amount of the liquidation account established in connection with the conversion. In addition, Cullman Savings Bank will not be permitted to make a capital distribution if, after making such distribution, it would be undercapitalized. Cullman Savings Bank must provide notice to the Federal Reserve Board and 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 its net income for that year to date plus its retained net income for the preceding two years, or it would not be at least adequately capitalized following the distribution.

Any payment of dividends by Cullman Savings Bank to New Cullman that would be deemed to be drawn from Cullman Savings Bank’s bad debt reserves established before 1988, if any, would require a payment of taxes at the then-current tax rate by Cullman Savings Bank on the amount of earnings deemed to be removed from the pre-1988 bad debt reserves for such distribution. Cullman Savings Bank does not intend to make any distribution that would create such a federal tax liability.

We intend to file a consolidated federal tax return with Cullman Savings Bank. Accordingly, it is anticipated that any cash distributions made by us to our stockholders would be treated as cash dividends and not as a non-taxable return of capital for federal tax purposes. Additionally, during the three-year period following the conversion, we will not be permitted to make any capital distribution to stockholders that would be treated by recipients as a tax-free return of capital for federal income tax purposes.

MARKET FOR THE COMMON STOCK

Old Cullman’s common stock is currently listed on the Pink Open Market operated by OTC Markets Group under the symbol “CULL.” Upon completion of the conversion, we expect the shares of common stock of New Cullman will replace the existing shares of Old Cullman and trade on the Nasdaq Capital Market under the symbol “CULL.” In order to list our stock on the Nasdaq Capital Market, we are required to have at least three broker-dealers who will make a market in our common stock. As of [stockholder record date], Old Cullman had                  registered market makers in its common stock.

The following table sets forth the high and low bid prices for shares of Cullman common stock for the periods indicated, as obtained from the Pink Open Market, as well as dividends declared during such periods.

	Price Per Share				Dividends Declared Per Share
	High		Low
Year Ending December 31, 2021
Second quarter (through [stockholder record date])	$		$		$	—
First quarter	$	23.00	$	22.00	$	0.35
Year Ended December 31, 2020
Fourth quarter	$	22.15	$	20.00	$	—
Third quarter	$	23.50	$	20.00	$	—
Second quarter	$	22.25	$	22.00	$	—
First quarter	$	28.50	$	13.00	$	0.35
Year Ended December 31, 2019
Fourth quarter	$	27.58	$	26.25	$	—
Third quarter	$	26.25	$	25.65	$	—
Second quarter	$	26.15	$	25.51	$	—
First quarter	$	26.50	$	25.90	$	0.35

As of the close of business on [stockholder record date], there were 2,450,408 shares of common stock outstanding, including 1,046,677 publicly held shares (shares held by stockholders other than Cullman Savings Bank, MHC), and approximately                  stockholders of record.

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On March 9, 2021, the business day immediately preceding the public announcement of the conversion, and on [stockholder record date], the closing prices of Old Cullman common stock as reported on the OTC Pink Market were $24.50 per share and $                 per share, respectively. On the effective date of the conversion, all publicly held shares of Old Cullman common stock, including shares of common stock held by our officers and directors, will be converted automatically into and become the right to receive a number of shares of New Cullman common stock determined pursuant to the exchange ratio. See “The Conversion and Offering—Share Exchange Ratio for Current Stockholders.” Options to purchase shares of Old Cullman common stock will be converted into options to purchase a number of shares of New Cullman common stock determined pursuant to the exchange ratio, with the same aggregate exercise price. See “Beneficial Ownership of Common Stock.”

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HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE

At December 31, 2020, Cullman Savings Bank exceeded all of the applicable regulatory capital requirements and was considered “well capitalized.” During the year ended December 31, 2020, Cullman Savings Bank elected the “community bank leverage ratio” alternate capital reporting framework. For additional information, see “Supervision and Regulation—Federal Banking Regulations—Capital Requirements.”

The table below sets forth the historical equity capital and regulatory capital of Cullman Savings Bank at December 31, 2020, and the pro forma equity capital and regulatory capital of Cullman Savings Bank after giving effect to the sale of shares of common stock at $10.00 per share. The table also compares historical and pro forma capital levels to those required to be considered “well capitalized.” The table assumes that Cullman Savings Bank receives 50% of the net offering proceeds. See “How We Intend to Use the Proceeds from the Offering.”

	Cullman Savings Bank Historical at December 31, 2020					Cullman Savings Bank Pro Forma at December 31, 2020 Based Upon the Sale in the  Offering of:
						2,770,891 Shares						3,259,872 Shares						3,748,853 Shares						4,311,181 Shares (1)
	Amount		Percent of Assets			Amount			Percent of Assets			Amount			Percent of Assets			Amount			Percent of Assets			Amount			Percent of Assets
	(Dollars in thousands)
Equity	$	51,232		15.5	%	$	60,904			17.7	%	$	62,734			18.1	%	$	64,550			18.6	%	$	66,639			19.1	%
Community bank leverage capital (2)	$	50,690		15.5	%	$	60,362			17.6	%	$	62,192			18.0	%	$	64,008			18.4	%	$	66,097			18.9	%
Community bank leverage requirement		26,442		8.0			27,470			8.0			27,655			8.0			27,833			8.0			27,970			8.0
Excess	$	24,248		10.5	%	$	32,892			9.6	%	$	34,537			10.0	%	$	36,175			10.4	%	$	38,127			10.9	%
Reconciliation of capital infused into Cullman Savings Bank:
Net proceeds						$	13,111					$	15,549					$	17,971					$	20,757
Less: Common stock acquired by stock-based benefit plans							(1,146	)					(1,349	)					(3,102	)					(1,783	)
Less: Common stock acquired by employee stock ownership plan							(2,293	)					(2,698	)					(1,551	)					(3,567	)
Pro forma increase						$	9,672					$	11,502					$	13,318					$	15,407

(1) As adjusted to give effect to an increase in the number of shares, which could occur due to a 15% increase in the offering range to reflect demand for the shares or changes in market conditions following the commencement of the offering.

(2) Tier 1 leverage capital levels are shown as a percentage of total average assets.

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CAPITALIZATION

The following table presents the historical consolidated capitalization of Old Cullman at December 31, 2020 and the pro forma consolidated capitalization of New Cullman after giving effect to the conversion and offering based upon the assumptions set forth in the “Pro Forma Data” section.

	Old Cullman Historical at December 31, 2020			New Cullman Pro Forma at December 31, 2020 Based upon the Sale in the Offering at $10.00 per share of:
				2,770,891 Shares			3,259,872 Shares			3,748,853 Shares			4,311,181 Shares (1)
	(Dollars in thousands)
Deposits (2)	$	216,963		$	216,963		$	216,963		$	216,963		$	216,963
Borrowed funds		53,500			53,500			53,500			53,500			53,500
Total deposits and borrowed funds	$	270,463		$	270,463		$	270,463		$	270,463		$	270,463
Stockholders’ equity:
Preferred stock, $0.01 par value, 5,000,000 shares authorized (post-conversion) (3)		—			—			—			—			—
Common stock, $0.01 par value, 30,000,000 shares authorized (post-conversion); shares to be issued as reflected (3)(4)		24			48			56			64			74
Additional paid-in capital (3)		6,687			32,492			37,306			42,120			47,654
MHC capital contribution		—			2,634			2,634			2,634			2,634
Retained earnings (5)		49,679			49,679			49,679			49,679			49,679
Accumulated other comprehensive income		542			542			542			542			542
After-tax expense of contribution to charitable foundation		—			(831	)		(964	)		(1,097	)		(1,249	)
Common stock held by employee stock ownership plan (6)		(57	)		(2,350	)		(2,754	)		(3,159	)		(3,624	)
Common stock to be acquired by stock-based benefit plans (7)		—			(1,146	)		(1,349	)		(1,551	)		(1,783	)
Total stockholders’ equity	$	56,875		$	81,068		$	85,150		$	89,232		$	93,927
Pro Forma Shares Outstanding:
Shares offered for sale		—			2,770,891			3,259,872			3,748,853			4,311,181
Exchange shares issued		—			1,893,909			2,228,128			2,562,347			2,946,699
Shares issued to charitable foundation		—			95,200			112,000			128,800			148,120
Total shares outstanding		—			4,760,000			5,600,000			6,440,000			7,406,000
Total stockholders’ equity as a percentage of total assets		17.03	%		22.72	%		23.58	%		24.42	%		25.37	%
Tangible equity as a percentage of tangible assets		17.03	%		22.72	%		23.58	%		24.42	%		25.37	%

(1) As adjusted to give effect to an increase in the number of shares, which could occur due to a 15% increase in the offering range to reflect demand for the shares or changes in market conditions following the commencement of the offering.

(2) Does not reflect withdrawals from deposit accounts to purchase shares of common stock in the conversion and offering. These withdrawals would reduce pro forma deposits and assets by the amount of the withdrawals.

(3) Old Cullman currently has 20,000,000 authorized shares of common stock, $0.01 par value per share, and 1,000,000 authorized shares of preferred stock, par value $0.01 per share. On a pro forma basis, common stock and additional paid-in capital have been revised to reflect the number of shares of New Cullman common stock to be outstanding.

(4) No effect has been given to the issuance of additional shares of New Cullman common stock pursuant to the exercise of options under one or more stock-based benefit plans. If the plans are implemented within the first year after the closing of the offering, an amount up to 10% of the shares of New Cullman common stock sold in the offering and issued to the charitable foundation will be reserved for issuance upon the exercise of options under the plans. No effect has been given to the exercise of options currently outstanding. See “Management.”

(5) The retained earnings of Cullman Savings Bank will be substantially restricted after the conversion. See “The Conversion and Offering—Liquidation Rights” and “Supervision and Regulation—Federal Banking Regulation—Capital Distributions.”

(footnotes continue on following page)

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(continued from previous page)

(6) Assumes that 8% of the shares sold in the offering and issued to the charitable foundation will be acquired by the employee stock ownership plan financed by a loan from New Cullman. The loan will be repaid principally from Cullman Savings Bank’s contributions to the employee stock ownership plan. Since New Cullman will finance the employee stock ownership plan debt, this debt will be eliminated through consolidation and no liability will be reflected on New Cullman’s consolidated financial statements. Accordingly, the shares of common stock acquired by the employee stock ownership plan are shown in this table as a reduction of total stockholders’ equity.

(7) Assumes a number of shares of common stock equal to 4% of the shares of common stock to be sold in the offering and issued to the charitable foundation will be purchased for grant by one or more stock-based benefit plans. The funds to be used by such plans to purchase the shares will be provided by New Cullman. The dollar amount of common stock to be purchased is based on the $10.00 per share purchase price in the offering and represents unearned compensation. This amount does not reflect possible increases or decreases in the value of common stock relative to the purchase price in the offering. New Cullman will accrue compensation expense to reflect the vesting of shares pursuant to such stock-based benefit plans and will credit capital in an amount equal to the charge to operations. Implementation of such plans will require stockholder approval.

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PRO FORMA DATA

The following tables summarize historical data of Old Cullman and pro forma data of New Cullman at and for the year ended December 31, 2020. This information is based on assumptions set forth below and in the tables, and should not be used as a basis for projections of market value of the shares of common stock following the conversion and offering.

The net proceeds are based upon the following assumptions:

(i) all of the shares of common stock will be sold in the subscription and community offerings;

(ii) our employee stock ownership plan will purchase 8% of the shares of common stock sold in the offering and issued to the charitable foundation with a loan from New Cullman. The existing loan obligation of our employee stock ownership plan, equal to $62,000 at December 31, 2020, will be combined with the new loan. The combined loan will be repaid in substantially equal payments of principal and interest (at the prime rate of interest, as may be adjusted annually) over 25 years. Interest income that we earn on the loan will offset the interest paid by Cullman Savings Bank. The effect on earnings for the employee stock ownership plan is the cost of amortizing the combined loan over 25 years, net of historical expense for the period;

(iii) we will pay Raymond James a fee of 1.0% with respect to shares sold in the subscription and community offering. No fee will be paid with respect to shares of common stock purchased by our qualified and non-qualified employee stock benefit plans, or stock purchased by our officers, directors and employees, and their immediate families, and no fee will be paid with respect to exchange shares or shares issued to the charitable foundation; and

(iv) total expenses of the offering, other than the fees and commissions to be paid to Raymond James and other broker-dealers, will be $1.1 million.

In addition, the expenses of the offering may vary from those estimated, and the fees paid to Raymond James will vary from the amounts estimated if the amount of shares of New Cullman common stock sold varies from the amounts assumed above or if any shares are sold in the syndicated community offering.

We calculated pro forma consolidated net income as if the estimated net proceeds we received had been invested at the beginning of the period at an assumed interest rate of 1.21% (0.96% on an after-tax basis). This represents the yield on the five-year U.S. Treasury Note at December 31, 2020, which, in light of current market interest rates, we consider to more accurately reflect the pro forma reinvestment rate than the arithmetic average of the weighted average yield earned on our interest earning assets and the weighted average rate paid on our deposits, which is the reinvestment rate federal regulations require that we assume in presenting pro forma data.

We further believe that the reinvestment rate is factually supportable because:

• the yield on the U.S. Treasury Note can be determined and/or estimated from third-party sources; and

• we believe that U.S. Treasury securities are not subject to credit losses due to a U.S. Government guarantee of payment of principal and interest.

We calculated historical and pro forma per share amounts by dividing historical and pro forma amounts of consolidated net income and stockholders’ equity by the indicated number of shares of common stock. For pro forma earnings per share calculations, we adjusted these figures to give effect to the shares of common stock purchased by the employee stock ownership plan. We computed per share amounts as if the shares of common stock were outstanding at the beginning of the period, but we did not adjust per share historical or pro forma stockholders’ equity to reflect the earnings on the estimated net proceeds.

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The pro forma data gives effect to the implementation of one or more stock-based benefit plans. We have assumed that stock-based benefit plans will reserve for restricted stock awards a number of shares of common stock equal to 4% of the shares of common stock sold in the stock offering and issued to the charitable foundation at the same price for which they were sold in the stock offering. We have assumed that awards of common stock granted under such plans vest over a five-year period.

We also have assumed that options will be granted under stock-based benefit plans to acquire shares of common stock equal to 10% of the shares of common stock sold in the stock offering and issued to the charitable foundation. We have assumed that the exercise price of the stock options and the market price of the stock at the date of grant were $10.00 per share and that the stock options had a term of ten years and vested over five years. We applied the Black-Scholes option pricing model to estimate a grant-date fair value of $2.59 for each option.

We may grant options and award shares of common stock under one or more stock-based benefit plans in excess of 10% and 4%, respectively, of the shares of common stock sold in the stock offering and issued to the charitable foundation and that vest sooner than over a five-year period if the stock-based benefit plans are adopted more than 12 months following the completion of the stock offering.

As discussed under “How We Intend to Use the Proceeds from the Offering,” we intend to contribute 50% of the net proceeds from the stock offering to Cullman Savings Bank, and we will retain the remainder of the net proceeds from the stock offering. We will use a portion of the proceeds we retain to fund a loan to the employee stock ownership plan and make the contribution to the charitable foundation. We will retain the rest of the proceeds for future use.

The pro forma data does not give effect to:

• withdrawals from deposit accounts to purchase shares of common stock in the stock offering;

• our results of operations after the stock offering; or

• changes in the market price of the shares of common stock after the stock offering.

The following pro forma data may not be representative of the financial effects of the offering at the date on which the offering actually occurs, and should not be taken as indicative of future results of operations. Pro forma consolidated stockholders’ equity represents the difference between the stated amounts of our assets and liabilities. The pro forma stockholders’ equity is not intended to represent the fair market value of the shares of common stock and may be different than the amounts that would be available for distribution to stockholders if we liquidated. Moreover, pro forma stockholders’ equity per share does not give effect to the liquidation accounts to be established in the conversion or, in the unlikely event of a liquidation of Cullman Savings Bank, to the tax effect of the recapture of the bad debt reserve. See “The Conversion and Offering—Liquidation Rights.”

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	At or for the Year Ended December 31, 2020 Based upon the Sale at $10.00 Per Share of:
	2,770,891 Shares			3,259,872 Shares			3,748,853 Shares			4,311,181 Shares (1)
	(Dollars in thousands, except per share amounts)
Gross proceeds of offering	$	27,709		$	32,599		$	37,489		$	43,112
Market value of shares issued to charitable foundation		952			1,120			1,288			1,481
Market value of shares issued in the exchange		18,939			22,281			25,623			29,467
Pro forma market capitalization	$	47,600		$	56,000		$	64,400		$	74,060
Gross proceeds of offering	$	27,709		$	32,599		$	37,489		$	43,112
Expenses		(1,488	)		(1,502	)		(1,547	)		(1,598	)
Estimated net proceeds
Cash contribution to charitable foundation		(100	)		(100	)		(100	)		(100	)
Common stock purchased by employee stock ownership plan		(2,293	)		(2,697	)		(3,102	)		(3,567	)
Common stock purchased by stock-based benefit plans		(1,146	)		(1,349	)		(1,551	)		(1,784	)
Estimated net proceeds, as adjusted	$	22,682		$	26,951		$	31,189		$	36,083
For the Year Ended December 31, 2020
Consolidated net earnings:
Historical	$	3,546		$	3,546		$	3,546		$	3,546
Income on adjusted net proceeds		171			204			237			274
Income on mutual holding company asset contribution		20			20			20			20
Employee stock ownership plan (2)		(73	)		(86	)		(99	)		(114	)
Stock awards (3)		(175	)		(206	)		(237	)		(272	)
Stock options (4)		(137	)		(162	)		(186	)		(214	)
Pro forma net income	$	3,353		$	3,316		$	3,281		$	3,240
Earnings per share (5):
Historical	$	0.78		$	0.67		$	0.58		$	0.50
Income on adjusted net proceeds		0.04			0.04			0.04			0.04
Income on mutual holding company asset contribution		0.00			0.00			0.00			0.00
Employee stock ownership plan (2)		(0.02	)		(0.02	)		(0.02	)		(0.02	)
Stock awards (3)		(0.04	)		(0.04	)		(0.04	)		(0.04	)
Stock options (4)		(0.03	)		(0.03	)		(0.03	)		(0.03	)
Pro forma earnings per share (5)	$	0.73		$	0.62		$	0.53		$	0.45
Offering price to pro forma net earnings per share		13.70x			16.13x			18.87x			22.22x
Number of shares used in earnings per share calculations		4,529,704			5,329,063			6,128,423			7,047,636
At December 31, 2020
Stockholders’ equity:
Historical	$	56,875		$	56,875		$	56,875		$	56,875
Estimated net proceeds		26,221			31,097			35,942			41,514
Equity increase from mutual holding company		2,634			2,634			2,634			2,634
Stock contribution to charitable foundation		952			1,120			1,288			1,481
Cash contribution to charitable foundation		(100	)		(100	)		(100	)		(100	)
Expense of contribution to charitable foundation		(952	)		(1,120	)		(1,288	)		(1,481	)
Tax benefit of contribution to charitable foundation		221			256			291			332
Common stock acquired by employee stock ownership plan (2)		(2,293	)		(2,697	)		(3,102	)		(3,567	)
Common stock acquired by stock-based benefit plans (3)		(1,146	)		(1,349	)		(1,551	)		(1,784	)
Pro forma stockholders’ equity (6)	$	82,412		$	86,716		$	90,989		$	95,904
Pro forma tangible stockholders’ equity (6)	$	82,412		$	86,716		$	90,989		$	95,904
Stockholders’ equity per share (7):
Historical	$	11.95		$	10.16		$	8.83		$	7.68
Estimated net proceeds		5.51			5.55			5.58			5.61
Equity increase from mutual holding company		0.55			0.47			0.41			0.36
Stock contribution to charitable foundation		0.20			0.20			0.20			0.20
Cash contribution to charitable foundation		(0.02	)		(0.02	)		(0.02	)		(0.01	)
Tax expense of stock contribution to charitable foundation		(0.20	)		(0.20	)		(0.20	)		(0.20	)
Tax benefit of contribution to charitable foundation		0.05			0.05			0.05			0.04
Common stock acquired by employee stock ownership plan (2)		(0.48	)		(0.48	)		(0.48	)		(0.48	)
Common stock acquired by stock-based benefit plans (3)		(0.24	)		(0.24	)		(0.24	)		(0.24	)
Pro forma stockholders’ equity per share (6) (7)	$	17.32		$	15.49		$	14.13		$	12.96
Pro forma tangible stockholders’ equity per share (6) (7)	$	17.32		$	15.49		$	14.13		$	12.96

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	At or for the Year Ended December 31, 2020 Based upon the Sale at $10.00 Per Share of:
	2,770,891 Shares			3,259,872 Shares			3,748,853 Shares			4,311,181 Shares (1)
	(Dollars in thousands, except per share amounts)
Offering price as percentage of pro forma stockholders’ equity per share		57.74	%		64.56	%		70.77	%		77.16	%
Offering price as percentage of pro forma tangible stockholders’ equity per share		57.74	%		64.56	%		70.77	%		77.16	%
Number of shares outstanding for pro forma book value per share calculations		4,760,000			5,600,000			6,440,000			7,406,000

(1) As adjusted to give effect to an increase in the number of shares, which could occur due to a 15% increase in the offering range to reflect demand for the shares or changes in market conditions following the commencement of the offering.

(2) Assumes that 8% of the shares of common stock sold in the offering and issued to the charitable foundation will be purchased by the employee stock ownership plan. For purposes of this table, the funds used to acquire these shares are assumed to have been borrowed by the employee stock ownership plan from New Cullman, and the outstanding loan with respect to existing shares of Old Cullman held by the employee stock ownership plan will be refinanced and consolidated with the new loan. Cullman Savings Bank intends to make annual contributions to the employee stock ownership plan in an amount at least equal to the required principal and interest payments on the debt. Cullman Savings Bank’s total annual payments on the employee stock ownership plan debt are based upon 25 equal annual installments of principal and interest. Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 718-40, “Compensation—Stock Compensation—Employee Stock Ownership Plans” (“ASC 718-40”) requires that an employer record compensation expense in an amount equal to the fair value of the shares committed to be released to employees. The pro forma adjustments assume that the employee stock ownership plan shares are allocated in equal annual installments based on the number of loan repayment installments assumed to be paid by Cullman Savings Bank, the fair value of the common stock remains equal to the subscription price and the employee stock ownership plan expense reflects an effective combined federal and state tax rate of 21.0%. The unallocated employee stock ownership plan shares are reflected as a reduction of stockholders’ equity. No reinvestment is assumed on proceeds contributed to fund the employee stock ownership plan. The pro forma net income further assumes that 9,596, 11,289, 12,982 and 14,932 shares were committed to be released during the year ended December 31, 2020 at the minimum, midpoint, maximum, and adjusted maximum of the offering range, respectively, and in accordance with ASC 718-40, only the employee stock ownership plan shares committed to be released during the period were considered outstanding for net income per share calculations.

(3) Assumes that one or more stock-based benefit plans reserve an aggregate number of shares of common stock equal to 4% of the shares to be sold in the offering and issued to the charitable foundation. Stockholder approval of the plans and purchases by the plans may not occur earlier than six months after the completion of the conversion. The shares may be acquired directly from New Cullman or through open market purchases. Shares in the stock-based benefit plans are assumed to vest over a period of five years. The funds to be used to purchase the shares will be provided by New Cullman. The tables assume that (i) the stock-based benefit plan acquires the shares through open market purchases at $10.00 per share, (ii) 20% of the amount contributed to the plan is amortized as an expense during the year ended December 31, 2020, and (iii) the plan expense reflects an effective combined federal and state tax rate of 21.0%. Assuming stockholder approval of the stock-based benefit plans and that shares of common stock (equal to 4% of the shares sold in the offering) are awarded through the use of authorized but unissued shares of common stock, stockholders would have their ownership and voting interests diluted by approximately 2.4%.

(4) Assumes that options are granted under one or more stock-based benefit plans to acquire an aggregate number of shares of common stock equal to 10% of the shares to be sold in the offering and issued to the charitable foundation. Stockholder approval of the plans may not occur earlier than six months after the completion of the conversion. In calculating the pro forma effect of the stock-based benefit plans, it is assumed that the exercise price of the stock options and the trading price of the common stock at the date of grant were both $10.00 per share, the estimated grant-date fair value determined using the Black-Scholes option pricing model was $2.59 for each option and that the aggregate grant-date fair value of the stock options was amortized to expense on a straight-line basis over a five-year vesting period using an effective combined federal and state tax rate of 21.0%. The actual expense will be determined by the grant-date fair value of the options, which will depend on a number of factors, including the valuation assumptions used and the option pricing model ultimately adopted. Under the above assumptions, the adoption of the stock-based benefit plans will result in no additional shares under the treasury stock method for calculating earnings per share. There can be no assurance that the exercise price of the stock options will be equal to the $10.00 price per share. If a portion of the shares used to satisfy the exercise of options comes from authorized but unissued shares, our net income per share and stockholders’ equity per share would decrease. The issuance of authorized but unissued shares of common stock pursuant to the exercise of options under such plan would dilute stockholders’ ownership and voting interests by approximately 5.7%.

(footnotes continue on following page)

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(continued from previous page)

(5) Per share figures include publicly held shares of Old Cullman common stock that will be issued in exchange for shares of New Cullman common stock in the conversion. See “The Conversion and Offering—Share Exchange Ratio for Current Stockholders.” Net income per share computations are determined by taking the number of shares assumed to be sold in the offering, the number of shares to be issued to the charitable foundation and the number of new shares assumed to be issued in exchange for publicly held shares and, in accordance with ASC 718-40, subtracting the employee stock ownership plan shares that have not been committed for release during the period. See footnote 2, above. The number of shares of common stock actually sold and the corresponding number of shares issued to the foundation and exchange shares may be more or less than the assumed amounts.

(6) The retained earnings of Cullman Savings Bank will be substantially restricted after the conversion. See “Our Dividend Policy,” “The Conversion and Offering—Liquidation Rights” and “Supervision and Regulation—Federal Banking Regulation—Capital Distributions.”

(7) Per share figures include publicly held shares of Old Cullman common stock that will be issued in exchange for shares of New Cullman common stock in the conversion. Stockholders’ equity per share calculations are based upon the sum of (i) the number of shares assumed to be sold in the offering, (ii) shares to be issued to the charitable foundation and (iii) shares to be issued in exchange for publicly held shares at the minimum, midpoint and maximum of the offering range, respectively. The exchange shares reflect an exchange ratio of 1.8094, 2.1288, 2.4481 and 2.8153 at the minimum, midpoint, maximum, and adjusted maximum of the offering range, respectively. The number of shares actually sold and the corresponding number of exchange shares may be more or less than the assumed amounts.

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COMPARISON OF VALUATION AND PRO FORMA INFORMATION

WITH AND WITHOUT THE CHARITABLE FOUNDATION

As reflected in the table below, at the minimum, midpoint, maximum and adjusted maximum of the valuation range, our pro forma valuation is $47.6 million, $56.0 million, $64.4 million and $74.1 million with the charitable foundation, as compared to $46.6 million, $54.9 million, $63.1 million and $72.6 million, respectively, without the charitable foundation, as estimated by Keller & Company, Inc. There is no assurance that in the event the charitable foundation were not formed, the appraisal prepared at that time would conclude that our pro forma market value would be the same as that estimated in the table below. Any appraisal prepared at that time would be based on the facts and circumstances existing at that time, including, among other things, market and economic conditions.

For comparative purposes only, set forth below are certain pricing ratios and financial data and ratios at and for the year ended December 31, 2020 at the minimum, midpoint, maximum and adjusted maximum of the offering range, assuming the stock offering was completed at the beginning of the year, with and without the charitable foundation.

	Minimum of Offering Range						Midpoint of Offering Range						Maximum of Offering Range						Adjusted Maximum of Offering Range
	With Foundation			Without Foundation			With Foundation			Without Foundation			With Foundation			Without Foundation			With Foundation			Without Foundation
	(Dollars in thousands, except per share amounts)
Estimated stock offering amount	$	27,709		$	27,709		$	32,599		$	32,599		$	37,488		$	37,488		$	43,112		$	43,112
Estimated full value		47,600			46,648			56,000			54,880			64,400			63,112			74,060			72,578
Total assets		356,843			356,911			361,101			361,229			365,359			365,473			370,256			370,369
Total liabilities		275,431			274,521			274,385			274,521			274,370			274,521			274,352			274,520
Pro forma stockholders’ equity		82,412			82,390			86,716			86,708			90,989			90,952			95,904			95,849
Pro forma net income		3,353			3,386			3,316			3,361			3,281			3,335			3,240			3,305
Pro forma stockholders’ equity per share		17.32			17.66			15.49			15.80			14.13			14.41			12.96			13.10
Pro forma net income per share		0.73			0.73			0.62			0.61			0.53			0.53			0.45			0.45
Pro forma pricing ratios:
Offering price as a percentage of pro forma stockholders’ equity per share		57.74	%		56.63	%		64.56	%		63.29	%		70.77	%		69.40	%		77.16	%		76.34	%
Offering price to pro forma net income per share		13.70x			13.70x			16.13x			16.13x			18.87x			18.87x			22.22x			22.22x
Pro forma financial ratios:
Return on assets		0.94	%		0.95	%		0.92	%		0.93	%		0.90	%		0.91	%		0.88	%		0.89	%
Return on equity		4.07			4.11			3.82			3.88			3.61			3.67			3.38			3.45
Equity to assets		22.81			23.08			24.01			24.00			24.90			24.89			25.80			25.88

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

This discussion and analysis reflects our consolidated financial statements and other relevant statistical data, and is intended to enhance your understanding of our financial condition and results of operations. The information at and for the years ended December 31, 2020 and 2019 is derived in part from the audited consolidated financial statements that appear elsewhere in this prospectus. You should read the information in this section in conjunction with the other business and financial information contained in this prospectus, including the consolidated financial statements and related notes of Old Cullman provided elsewhere in this prospectus.

Overview

Total assets increased $33.3 million, or 11.2%, to $331.4 million at December 31, 2020 from $298.1 million at December 31, 2019. The increase was due to an increase in cash equivalents resulting from the repayment and sales of loans, the calls and maturities of securities available for sale and an increase in deposits from the deposit of government stimulus funds as well as reduced spending by our customers. We have continued to sell longer-term, fixed rate loans as part of our efforts to manage interest rate risk, and we have allowed loan refinancings to run off in the current interest rate environment. However, the capital we raise in the offering will enable us to hold more longer-term loans in our portfolio. Total deposits increased $28.1 million, or 14.9%, to $217.0 million at December 31, 2020 from $188.9 million at December 31, 2019. We experienced increases in all deposit categories except for certificates of deposit, as customers have deposited government stimulus funds at the same time as they have reduced spending.

Net income decreased $188,000, or 5.0%, to $3.5 million for the year ended December 31, 2020, compared to $3.7 million for the year ended December 31, 2019. The decrease was due primarily to increases in non-interest expense and the provision for loan losses, and a decrease in interest income, partially offset by decreases in interest expense and income tax expense. Interest income decreased $160,000, or 1.1%, to $14.2 million for the year ended December 31, 2020 from $14.3 million for the year ended December 31, 2019. The decrease was due primarily to a decrease in interest income on loans (excluding PPP loans), which is our primary source of interest income. Interest expense decreased $251,000, or 8.1%, to $2.9 million for the year ended December 31, 2020 compared to $3.1 million for the year ended December 31, 2019, due to a decrease of $201,000 in interest expense on deposits and a decrease of $50,000 in interest expense on borrowings.

In light of the COVID-19 pandemic, we recorded provisions for loan losses of $152,000 and $55,000 for the years ended December 31, 2020 and 2019, respectively. Our allowance for loan losses was $2.4 million at December 31, 2020 compared to $2.2 million at December 31, 2019. The allowance for loan losses to total loans was 1.01% at December 31, 2020 compared to 0.88% at December 31, 2019, while the allowance for loan losses to non-performing loans was 1,788.64% at December 31, 2020 compared to 1,642.96% at December 31, 2019. We had charge-offs of $20,000 and recoveries of $11,000 during the year ended December 31, 2020.

Impact of COVID-19 Outbreak

During the first quarter of 2020, global financial markets experienced significant volatility resulting from the spread of a novel coronavirus known as COVID-19. In March 2020, the World Health Organization declared COVID-19 a global pandemic and the United States declared a National Public Health Emergency. The COVID-19 pandemic has restricted the level of economic activity in our markets. In response to the pandemic, the governments of the state of Alabama and of most other states took preventative or protective actions, such as imposing restrictions on travel and business operations, advising or requiring individuals to limit or forego time outside of their homes, and ordering temporary closures of businesses that have been deemed to be non-essential. These measures dramatically increased unemployment in the United States and negatively impacted many businesses, and thereby threatened the repayment ability of some of our borrowers.

To address the economic impact in the United States, the CARES Act was signed into law on March 27, 2020. The CARES Act included a number of provisions that affected us, including accounting relief for TDRs. The

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CARES Act also established the PPP through the SBA, which allowed us to lend money to small businesses to maintain employee payrolls through the crisis with guarantees from the SBA. Under this program, loan amounts may be forgiven if the borrower maintains employee payrolls and meets certain other requirements.

In addition, the Federal Reserve Board took steps to bolster the economy by, among other things, reducing the federal funds rate and the discount-window borrowing rate to near zero. In response to the pandemic, we implemented protocols and processes to help protect our employees, customers and communities. These measures included:

• Operating our branches under a drive-through model with appointment-only lobby service for a period of time, leveraging our business continuity plans and capabilities that include critical operations teams being divided and dispersed to separate locations and, when possible, having employees work from home.

• Offering assistance to our customers affected by the COVID-19 pandemic, which includes payment deferrals, waiving certain fees, suspending property foreclosures, and participating in the CARES Act and lending programs for businesses, including the PPP.

We have implemented various consumer and commercial loan modification programs to provide our borrowers relief from the economic impacts of COVID-19. Based on guidance in the CARES Act, COVID-19 related modifications to loans that were current as of December 31, 2019 are exempt from TDR classification under accounting principles generally accepted in the United States (“U.S. GAAP”). In addition, the bank regulatory agencies issued interagency guidance stating that COVID-19 related short-term modifications (i.e., six months or less) granted to loans that were current as of the loan modification program implementation date are not TDRs.

During the year ended December 31, 2020, we granted short-term payment deferrals on 61 loans, totaling approximately $17.7 million in aggregate principal amount. As of December 31, 2020, 60 of these loans, totaling $14.9 million, have returned to normal payment status, while one loan for $2.8 million, secured by 10 lots of vacant land totaling 16.6 acres, with a loan-to-value ratio of 56%, has been re-extended beyond the initial six-month deferral period.

Given the unprecedented uncertainty and rapidly evolving economic effects and social impacts of the COVID-19 pandemic, the future direct and indirect impact on our business, results of operations and financial condition are uncertain. Should current economic conditions persist or continue to deteriorate, we expect that this macroeconomic environment will have a continued adverse effect on our business and results of operations, which could include, but not be limited to: decreased demand for our products and services, protracted periods of lower interest rates, increased non-interest expenses, including operational losses, and increased credit losses due to deterioration in the financial condition of our consumer and commercial borrowers, including declining asset and collateral values, which may continue to increase our provision for credit losses and net charge-offs.

Business Strategy

We have focused primarily on continuing and enhancing our community-oriented retail banking strategy. Highlights of our current business strategy include the following:

• Continue to focus on residential lending. We have been and will continue to be primarily a one- to four-family residential real estate lender for borrowers in our market area. As of December 31, 2020, $114.8 million, or 49.0%, of our total loan portfolio consisted of one- to four-family residential real estate loans (including home equity loans and lines of credit). We also utilize our secondary market capacity so that we can offer loans, including long-term fixed-rate loans, to our customers that we do not wish to retain in our loan portfolio from an asset/liability management standpoint. We consider the current interest rate environment in making decisions as to whether to hold our originated mortgage loans for investment or to sell the loans to investors, choosing the strategy that is most advantageous to us from a profitability and risk management standpoint, and

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we sold $17.7 million of one- to four-family residential real estate loans during the year ended December 31, 2020. Such loan sales also enhance non-interest income, as we recognized $462,000 in fee income from loan sales during the year ended December 31, 2020.

• Increase commercial real estate lending. While we will continue to emphasize one- to four-family residential mortgage loans, we also have increased and intend to continue to increase our origination of commercial real estate loans in order to increase the yield of, and reduce the term to repricing of, our total loan portfolio. We originated $27.7 million of commercial real estate loans during the year ended December 31, 2020 and, at December 31, 2020, $77.8 million, or 33.2%, of our total loan portfolio consisted of commercial real estate loans. The additional capital raised in the offering will further increase our commercial lending capacity by enabling us to originate more loans and loans with larger balances. This will permit us to serve commercial borrowers with larger lending needs and to originate larger commercial loans than we have in the past.

• Manage credit risk to maintain a low level of nonperforming assets. We believe that maintaining strong asset quality is paramount to our long-term success. We follow conservative underwriting guidelines with sound loan administration, and focus on originating loans secured by real estate located within our market area only. This includes enhanced loan monitoring of higher risk portfolio segments, higher risk individual loans and larger relationships within the portfolio, and more frequent loan grade review. Our non-performing assets and troubled debt restructurings totaled $2.8 million or 0.9% of total assets at December 31, 2020. Our total non-performing loans to total loans ratio was 0.06% at December 31, 2020.

• Continue to increase core deposits. We will continue to emphasize our efforts to increase “core deposits,” such as passbook and statement savings accounts, money market accounts and regular and commercial checking accounts. Core deposits provide a stable source of funds to support loan growth at costs consistent with enhancing our interest rate spread and net interest margin. Core deposits also help us maintain loan-to-deposit ratios at levels consistent with regulatory expectations. At December 31, 2020, $130.9 million, or 60.3% of our deposits, were core deposits. We intend to attract and retain core deposits by offering competitive products that meet the full-service banking needs of our customers, by emphasizing quality customer service, and through our convenient locations and advertising and promotions programs.

• Expand banking relationships to a larger base of customers. We were established in 1887 and have been operating continuously in Cullman County since that time. Our share of Federal Deposit Insurance Corporation-insured deposits in Cullman County as of June 30, 2020 (the latest date for which such information is available) was 10.7%. We continually seek to expand our customer base by using our recognized brand name and the goodwill developed over years of providing timely and efficient banking services that larger financial institutions cannot offer. This includes our participation in the PPP, described below, which gave us access to customers who could not access that program through larger financial institutions.

• Continue to support our customers and our local community. The COVID-19 pandemic has restricted the level of economic activity in our markets, resulting in increased unemployment and negative impacts on many businesses, thereby threatening the repayment ability of some of our borrowers. As we have done during prior economic downturns, we are taking actions to support our customers and our local community. For example, during the year ended December 31, 2020, we originated $9.8 million of small business loans under the PPP, created by the CARES Act, which was signed into law in March 2020. Under this program, loan amounts may be forgiven if the borrower maintains employee payrolls and meets certain other requirements. In addition, during the year ended December 31, 2020, we granted short-term payment deferrals on 61 loans, totaling approximately $17.7 million, that were otherwise performing. As of December 31, 2020, 60 of these loans, totaling $14.9 million, have returned to normal payment status. Furthermore, in response to the pandemic, we implemented protocols and processes to help protect our employees,

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customers and communities, including operating our branch offices under a drive-through model with appointment-only lobby service for a period of time, leveraging our business continuity plans and capabilities that include critical operations teams being divided and dispersed to separate locations and, when possible, having employees work from home. We have also used a portion of our marketing budget to directly support our community during the COVID pandemic by spending money at local businesses instead of using such funds for traditional advertising.

Summary of Significant Accounting Policies

The discussion and analysis of the financial condition and results of operations are based on our consolidated financial statements, which are prepared in conformity with U.S. GAAP. The preparation of these consolidated 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 significant 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 have determined 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 significant accounting policies:

Allowance for Loan Losses. The allowance for loan losses is a reserve for estimated credit losses on individually evaluated loans determined to be impaired as well as estimated credit losses inherent in the loan portfolio. Actual credit losses, net of recoveries, are deducted from the allowance for loan losses. Loans are charged off when management believes that the collectability of the principal is unlikely. Subsequent recoveries, if any, are credited to the allowance for loan losses. A provision for loan losses, which is a charge against earnings, is recorded to bring the allowance for loan losses to a level that, in management’s judgment, is adequate to absorb probable losses in the loan portfolio. Management’s evaluation process used to determine the appropriateness of the allowance for loan losses is subject to the use of estimates, assumptions, and judgment. The evaluation process involves gathering and interpreting many qualitative and quantitative factors which could affect probable credit losses. Because interpretation and analysis involves judgment, current economic or business conditions can change, and future events are inherently difficult to predict, the anticipated amount of estimated loan losses and therefore the appropriateness of the allowance for loan losses could change significantly.

The allocation methodology applied by Cullman Savings Bank is designed to assess the appropriateness of the allowance for loan losses and includes allocations for specifically identified impaired loans and loss factor allocations for all remaining loans, with a component primarily based on historical loss rates and a component primarily based on other qualitative factors. The methodology includes evaluation and consideration of several factors, such as, 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. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions or circumstances underlying the collectability of loans. Because each of the criteria used is subject to change, the allocation of the allowance for loan losses is made for analytical purposes and is not necessarily indicative of the trend of future loan losses in any particular loan category. The total allowance is available to absorb losses from any segment of the loan portfolio. Management

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believes the allowance for loan losses was appropriate at December 31, 2020 and December 31, 2019. The allowance analysis is reviewed by the board of directors on a quarterly basis in compliance with regulatory requirements. In addition, various regulatory agencies periodically review the allowance for loan losses and, as a result of such reviews, we may have to adjust our allowance for loan losses.

The Financial Accounting Standards Board has delayed the effective date of the implementation of the Current Expected Credit Loss, or CECL, standard for New Cullman and Cullman Savings Bank until January 1, 2023. CECL will require financial institutions to determine periodic estimates of lifetime expected credit losses on loans, and recognize the expected credit losses as allowances for credit losses. This will change the current method of providing allowances for loan losses that are incurred or probable, which will greatly increase the types of data we would need to collect and review to determine the appropriate level of the allowance for credit losses and may require us to increase our allowance for credit losses.

Income Taxes. The assessment of income tax assets and liabilities involves the use of estimates, assumptions, interpretation, and judgment concerning certain accounting pronouncements and federal and state tax codes. There can be no assurance that future events, such as court decisions or positions of federal and state taxing authorities, will not differ from management’s current assessment, the impact of which could be significant to the results of operations and reported earnings.

Old Cullman files consolidated federal and state income tax returns with Cullman Savings Bank. Amounts provided for income tax expense are based on income reported for financial statement purposes and do not necessarily represent amounts currently payable under tax laws. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax law rates applicable to the periods in which the differences are expected to affect taxable income. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income tax expense. Valuation allowances are established when it is more likely than not that a portion of the full amount of the deferred tax asset will not be realized. In assessing the ability to realize deferred tax assets, management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies. We may also recognize a liability for unrecognized tax benefits from uncertain tax positions. Unrecognized tax benefits represent the differences between a tax position taken or expected to be taken in a tax return and the benefit recognized and measured in the consolidated financial statements. Penalties related to unrecognized tax benefits are classified as income tax expense.

Comparison of Financial Condition at December 31, 2020 and 2019

Total assets increased $33.3 million, or 11.2%, to $331.4 million at December 31, 2020 from $298.1 million at December 31, 2019. The increase was due to an increase in cash equivalents resulting from the repayment and sales of loans, the calls and maturities of securities available for sale and an increase in deposits from the deposit of government stimulus funds as well as reduced spending by our customers.

Cash and cash equivalents increased $54.3 million to $60.4 million at December 31, 2020 from $6.1 million at December 31, 2019. The increase was due to repayments and sales of loans, calls and maturities of securities available for sale and an increase in deposits from the deposit of government stimulus funds as well as reduced spending by our customers. We regularly review our liquidity position based on alternative uses of available funds as well as market conditions.

Gross loans held for investment decreased $16.7 million, or 6.7%, to $234.3 million at December 31, 2020 from $251.0 million at December 31, 2019. The decrease was primarily due to a decrease in one- to four-family residential real estate loans, which decreased $12.6 million, or 9.9%, to $114.8 million at December 31, 2020 from $127.4 million at December 31, 2019. We have continued to sell longer-term, fixed rate loans as part of our efforts to manage interest rate risk, and we have allowed loan refinancings to run off in the current interest rate environment. However, the capital we raise in the offering will enable us to hold more longer-term loans in our portfolio, subject to market conditions. Commercial business loans decreased $8.2 million, or 28.8%, and

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construction loans decreased $3.2 million, or 36.8%, each due to a slowdown in the economy resulting from the COVID-19 pandemic.

Securities available-for-sale decreased $4.7 million, or 19.8%, to $18.9 million at December 31, 2020 from $23.5 million at December 31, 2019. We did not replace securities that matured or were called as we did not need securities to pledge as collateral for borrowings, and there are currently limited investments available that satisfy the criteria set forth in our investment policy.

Total deposits increased $28.1 million, or 14.9%, to $217.0 million at December 31, 2020 from $188.9 million at December 31, 2019. We experienced increases in all deposit categories except for certificates of deposit, as customers have deposited government stimulus funds at the same time as they have reduced spending. Certificates of deposit decreased $7.9 million, or 8.4%, to $86.0 million at December 31, 2020 from $93.9 million at December 31, 2019. We have allowed higher-rate certificates of deposit to run off during the current interest rate environment.

We had $53.5 million of borrowings at December 31, 2020, compared to $51.5 million of borrowings at December 31, 2019. We increased our borrowings at the end of 2020 to lock in low rates.

Stockholders’ equity increased by $3.5 million, or 6.5%, to $56.9 million at December 31, 2020 compared to $53.4 million at December 31, 2019. The increase was due primarily to net income of $3.5 million for the year ended December 31, 2020, along with an increase in accumulated other income (unrealized gains on securities available-for-sale) of $498,000 for the year ended December 31, 2020.

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Average Balance Sheets

The following tables set forth average balance sheets, average yields and costs, and certain other information for the years indicated. No tax-equivalent yield adjustments have been made, as the effects would be immaterial. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances. 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. Deferred loan fees totaled $170,000 and $34,000 for the years ended December 31, 2020 and 2019, respectively. Loan balances exclude loans held for sale.

	For the Years Ended December 31,
	2020							2019
	Average Outstanding Balance		Interest		Average Yield/Rate			Average Outstanding Balance		Interest		Average Yield/Rate
	(Dollars in thousands)
Interest-earning assets:
Loans (excluding PPP loans)	$	236,982	$	13,126		5.54	%	$	246,756	$	13,360		5.41	%
PPP loans		9,075		342		3.77	%		—		—		—
Securities		20,465		530		2.59	%		23,215		633		2.73	%
Federal Home Loan Bank stock		2,662		130		4.88	%		2,412		150		6.22	%
Federal funds sold		32,553		44		0.14	%		9,551		189		1.98	%
Total interest-earning assets		301,737		14,172		4.70	%		281,934		14,332		5.08	%
Noninterest-earning assets		12,989							13,790
Total assets	$	314,726						$	295,724
Interest-bearing liabilities:
Interest-bearing demand deposits	$	60,916		125		0.21	%	$	51,065		166		0.33	%
Regular savings and other deposits		35,749		86		0.24	%		31,491		93		0.30	%
Money market deposits		4,524		14		0.31	%		3,933		14		0.36	%
Certificates of deposit		90,603		1,471		1.62	%		94,221		1,624		1.72	%
Total interest-bearing deposits		191,792		1,696		0.88	%		180,710		1,897		1.05	%
Federal Home Loan Bank advances and other borrowings		56,374		1,171		2.08	%		50,601		1,221		2.41	%
Total interest-bearing liabilities		248,166		2,867		1.16	%		231,311		3,118		1.35	%
Noninterest-bearing demand deposits		9,902							9,419
Other noninterest-bearing liabilities		1,523							2,952
Total liabilities		259,591							243,682
Total shareholders’ equity		55,135							52,042
Total liabilities and shareholders’ equity	$	314,726						$	295,724
Net interest income			$	11,305						$	11,214
Net interest rate spread (1)						3.54	%						3.74	%
Net interest-earning assets (2)	$	53,571						$	50,623
Net interest margin (3)						3.75	%						3.98	%
Average interest-earning assets to interest-bearing liabilities		1.22x							1.22x

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

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

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

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Rate/Volume Analysis

The following table presents the effects of changing rates and volumes on our net interest income for the years indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The total column represents the sum of the prior columns. 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 required to be excluded from the table below.

	Years Ended December 31, 2020 vs. 2019
	Increase (Decrease) Due to						Total Increase
	Volume			Rate			(Decrease)
				(In thousands)
Interest-earning assets:
Loans (excluding PPP loans)	$	(529	)	$	295		$	(234	)
PPP loans		342			—			342
Securities		(75	)		(28	)		(103	)
Federal Home Loan Bank stock		16			(36	)		(20	)
Federal funds sold and other		455			(600	)		(145	)
Total interest-earning assets		209			(369	)		(160	)
Interest-bearing liabilities:
Interest-bearing demand deposits		165			(206	)		(41	)
Regular savings and other deposits		13			(20	)		(7	)
Money market deposits		2			(2	)		—
Certificates of deposit		(62	)		(91	)		(153	)
Total deposits		118			(319	)		(201	)
Federal Home Loan Bank advances and other borrowings		139			(189	)		(50	)
Total interest-bearing liabilities		257			(508	)		(251	)
Change in net interest income	$	(48	)	$	139		$	91

Comparison of Operating Results for the Years Ended December 31, 2020 and 2019

General. Net income decreased $188,000, or 5.0%, to $3.5 million for the year ended December 31, 2020, compared to $3.7 million for the year ended December 31, 2019. The decrease was due primarily to increases in non-interest expense and the provision for loan losses, and a decrease in interest income, partially offset by decreases in interest expense and income tax expense.

Interest Income. Interest income decreased $160,000, or 1.1%, to $14.2 million for the year ended December 31, 2020 from $14.3 million for the year ended December 31, 2019. The decrease was due primarily to a decrease in interest income on loans (excluding PPP loans), which is our primary source of interest income. Interest income on loans decreased $234,000, or 1.8%, to $13.1 million for the year ended December 31, 2020 from $13.4 million for the year ended December 31, 2019. Our average balance of loans decreased $9.8 million, or 4.0%, to $237.0 million for the year ended December 31, 2020 from $246.8 million for the year ended December 31, 2019. The decrease is due to our decisions to continue to sell longer-term, fixed rate loans as part of our efforts to manage interest rate risk and allow loan refinancings to run off in the current interest rate environment, and also due to commercial lending slowing due to COVID-19 pandemic. Our weighted average yield on loans (excluding PPP loans) increased 13 basis points to 5.54% for the year ended December 31, 2020 compared to 5.41% for the year ended December 31, 2019, as allowed lower-yield loans to run off during the current interest rate environment. We recognized $342,000 of interest income on PPP loans during the year ended December 31, 2020, compared to no such income during the year ended December 31, 2019. As of December 31, 2020, we had an additional $221,000 of interest and fee income on PPP loans to be recognized in future periods.

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Interest Expense. Interest expense decreased $251,000, or 8.1%, to $2.9 million for the year ended December 31, 2020 compared to $3.1 million for the year ended December 31, 2019, due to a decrease of $201,000 in interest expense on deposits and a decrease of $50,000 in interest expense on borrowings.

The decrease in interest expense on deposits was due primarily to a decrease in interest expense on certificates of deposit, which decreased $153,000, or 9.4%, to $1.5 million for the year ended December 31, 2020 from $1.6 million for the year ended December 31, 2019. We experienced decreases in both the average balance of and rates paid on certificates of deposit. We have allowed higher-rate certificates of deposit to run off during the current interest rate environment, and rates have decreased due to changes in market interest rates. Interest paid on other deposit types also decreased (particularly interest-bearing demand deposits, which decreased $41,000, or 24.7%) due a decrease in rates, despite increases in the average balance.

Interest expense on borrowings decreased $50,000, or 4.1%, and was $1.2 million for each of the years ended December 31, 2020 and 2019. The rate we paid on borrowings decreased 33 basis points to 2.08% for the year ended December 31, 2020 compared to 2.41% for the year ended December 31, 2019, offsetting an increase in the average balance of borrowings of $5.8 million, or 11.4%. The decrease in rate reflected decreases in market interest rates.

Net Interest Income. Net interest income increased $91,000, or 0.8%, to $11.3 million for the year ended December 31, 2020 from $11.2 million for the year ended December 31, 2019, as a result of our interest expense decreasing faster than our interest income. Our interest rate spread decreased 20 basis points to 3.54% for the year ended December 31, 2020, compared to 3.74% for the year ended December 31, 2019, while our net interest margin decreased 23 basis points to 3.75% for the year ended December 31, 2020 compared to 3.98% for the year ended December 31, 2019.

Provision for Loan Losses. Provisions for loan losses are charged to operations to establish an allowance for loan losses at a level necessary to absorb known and inherent losses in our loan portfolio that are both probable and reasonably estimable at the date of the consolidated financial statements. In evaluating the level of the allowance for loan losses, management analyzes several qualitative loan portfolio risk factors 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. See “—Summary of Significant Accounting Policies” for additional information.

After an evaluation of these factors, and particularly in light of the COVID-19 pandemic, which caused us to increase our qualitative loss factors, we recorded provisions for loan losses of $152,000 and $55,000 for the years ended December 31, 2020 and 2019, respectively. Our allowance for loan losses was $2.4 million at December 31, 2020 compared to $2.2 million at December 31, 2019. The allowance for loan losses to total loans was 1.01% at December 31, 2020 compared to 0.88% at December 31, 2019, while the allowance for loan losses to non-performing loans was 1,788.64% at December 31, 2020 compared to 1,642.96% at December 31, 2019. We had charge-offs of $20,000 and recoveries of $11,000 during the year ended December 31, 2020.

To the best of our knowledge, we have recorded all loan losses that are both probable and reasonable to estimate at December 31, 2020. However, future changes in the factors we use to calculate the allowance for loan losses, including, but not limited to, actual loss experience with respect to our loan portfolio, could result in material increases in our provision for loan losses. In addition, the Office of the Comptroller of the Currency, as an integral part of its examination process, 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.

Non-interest Income. Non-interest income decreased $7,000, to $1.4 million for the year ended December 31, 2020 from $1.5 million for the year ended December 31, 2019. Service charges on deposit accounts decreased $62,000, or 7.8%, as we have waived certain service charges during the COVID-19 pandemic, and non-sufficient funds fees decreased $133,000, or 25.4%, due to customers being overdrawn less as a result of the deposit of

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stimulus funds and reduced spending. Gain on sale of mortgage loans increased $53,000, or 13.0%, as we sold $17.7 million of mortgage loans during the year ended December 31, 2020 compared to $12.4 million of such sales during the year ended December 31, 2019.

Non-interest Expense. Non-interest expense information is as follows.

	Years Ended December 31,				Change
	2020		2019		Amount			Percent
	(Dollars in thousands)
Salaries and employee benefits	$	5,502	$	5,148	$	354			6.9	%
Occupancy and equipment		765		819		(54	)		(6.6	)
Data processing		549		648		(99	)		(15.3	)
Professional and supervisory fees		528		422		106			25.1
Office expense		202		207		(5	)		(2.4	)
Advertising		87		176		(89	)		(50.6	)
Federal deposit insurance premiums		47		37		10			27.0
Other		419		406		13			3.2
Total noninterest expense	$	8,099	$	7,863	$	236			3.0	%

Salaries and employee benefits expense increased due to annual salary increases and rising benefits expense as well as stock-based compensation related to equity grants. Professional and supervisory fees increased due to a customary increase in fees as well as additional work performed. Data processing expense decreased due to the renegotiation of our core data processing contract.

Income Tax Expense. We recognized income tax expense of $957,000 and $1.0 million for the years ended December 31, 2020 and 2019, respectively, resulting in effective rates of 21.3% and 21.4%. Income tax expense decreased as a result of lower income before income taxes in 2020.

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 Management Committee, which consists of members of senior management, 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. 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.

We have sought to manage our interest rate risk in order to minimize the exposure of our earnings and capital to changes in interest rates. We have implemented the following strategies to manage our interest rate risk:

• growing our volume of core deposit accounts;

• selling long-term, fixed-rate loans, depending on pricing;

• holding higher levels of cash and cash equivalents;

• continuing the diversification of our loan portfolio by adding more commercial-related loans, which typically have shorter maturities; and

• laddering the maturities of our investment securities and our borrowings.

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By following these strategies, we believe that we are better positioned to react to increases and decreases in market interest rates.

We generally do not engage in hedging activities, such as engaging in futures or options, 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.

Net Interest Income. We analyze our sensitivity to changes in interest rates through a net interest income model. Net interest income is the difference between the interest income we earn on our interest-earning assets, such as loans and securities, and the interest we pay on our interest-bearing liabilities, such as deposits and borrowings. We estimate what our net interest income would be for a 12-month period. We then calculate what the net interest income would be for the same period under the assumptions that the United States Treasury yield curve increases instantaneously by up to 400 basis points or decreases instantaneously by up to 200 basis points, with changes in interest rates representing immediate and permanent, parallel shifts in the yield curve. A basis point equals one-hundredth of one percent, and 100 basis points equals one percent. An increase in interest rates from 3% to 4% would mean, for example, a 100 basis point increase in the “Change in Interest Rates” column below.

The table below sets forth, as of December 31, 2020, the calculation of the estimated changes in our net interest income that would result from the designated immediate changes in the United States Treasury yield curve.

At December 31, 2020
Change in Interest Rates (basis points) (1)	Net Interest Income Year 1 Forecast	Year 1 Change from Level
	(Dollars in thousands)
+400	$12,595	21.18%
+300	12,119	16.60%
+200	11,609	11.69%
+100	11,012	5.95%
Level	10,394	—
-100	10,029	(3.51)%
-200	9,617	(7.48)%

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

The table above indicates that at December 31, 2020, in the event of an instantaneous parallel 200 basis point increase in interest rates, we would experience an 11.69% increase in net interest income, and in the event of an instantaneous 200 basis point decrease in interest rates, we would experience a 7.48% decrease in net interest income. At December 31, 2019, in the event of an instantaneous parallel 200 basis point increase in interest rates, we would have experienced a 4.07% increase in net interest income, and in the event of an instantaneous 200 basis point decrease in interest rates, we would have experienced a 7.66% decrease in net interest income.

Net Economic Value. We also compute amounts by which the net present value of our assets and liabilities (economic value of equity, or “EVE”) would change in the event of a range of assumed changes in market interest rates. This model uses a discounted cash flow analysis and an option-based pricing approach to measure the interest rate sensitivity of net portfolio value. The model estimates the economic value of each type of asset, liability and off-balance sheet contract under the assumptions that the United States Treasury yield curve instantaneously by up to 400 basis points or decreases instantaneously by up to 200 basis points, with changes in interest rates representing immediate and permanent, parallel shifts in the yield curve.

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The table below sets forth, as of December 31, 2020, the calculation of the estimated changes in our EVE that would result from the designated immediate changes in the United States Treasury yield curve.

At December 31, 2020
Change in Interest Rates (basis points) (1)									EVE as a Percentage of Present Value of Assets (3)
	Estimated EVE (2)		Estimated Increase (Decrease) in EVE						EVE Ratio (4)			Increase (Decrease) (basis points)
			Amount			Percent
			(Dollars in thousands)
+400	$	53,121	$	(6,260	)		(10.54	)%		17.22	%		(23	)
+300		55,411		(3,969	)		(6.68	)%		17.51	%		6
+200		57,334		(2,047	)		(3.45	)%		17.66	%		21
+100		58,678		(702	)		(1.18	)%		17.64	%		19
+50		59,121		(260	)		(0.44	)%		17.57	%		12
—		59,381		—			—			17.45	%		—
-50		58,998		(383	)		(0.64	)%		17.14	%		(30	)
-100		57,594		(1,787	)		(3.01	)%		16.55	%		(89	)
-200		53,793		(5,588	)		(9.41	)%		15.11	%		(234	)

(1) Assumes an immediate 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.

(3) Present value of assets represents the discounted present value of incoming cash flows on interest-earning assets.

(4) EVE Ratio represents EVE divided by the present value of assets.

The table above indicates that at December 31, 2020, in the event of an instantaneous parallel 200 basis point increase in interest rates, we would experience a 3.45% decrease in EVE, and in the event of an instantaneous 200 basis point decrease in interest rates, we would experience a 9.41% decrease in EVE. At December 31, 2019, in the event of an instantaneous parallel 200 basis point increase in interest rates, we would have experienced an 8.11% decrease in EVE, and in the event of an instantaneous 200 basis point decrease in interest rates, we would have experienced a 1.60% increase in EVE.

Certain shortcomings are inherent in the methodologies used in the above interest rate risk measurements. Modeling changes require 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 net interest income and net economic value tables presented assume that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the tables provide 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, and actual results may differ. Furthermore, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Additionally, certain assets, such as adjustable-rate loans, have features that restrict changes in interest rates both on a short-term basis and over the life of the asset. In the event of changes in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in calculating the tables.

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

Liquidity and Capital Resources

Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and securities, 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 Atlanta. At December 31, 2020 and December 31, 2019, we had a $97.3 million and a $90.4 million line of credit with the Federal Home Loan Bank of Atlanta, and had

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$53.5 million and $51.5 million outstanding as of those dates, respectively. In addition, at December 31, 2020, we had an unsecured federal funds line of credit of $10.0 million. No amount was outstanding on this line of credit at December 31, 2020.

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and short-term investments including interest-bearing demand deposits. 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 by operating activities was $3.4 million and $4.5 million for the years ended December 31, 2020 and 2019, respectively. Net cash provided by (used in) investing activities, which consists primarily of disbursements for loan originations and the purchase of investment securities and bank owned life insurance, offset by principal collections on loans, proceeds from the sale of securities and proceeds from maturing securities and pay downs on securities, was $21.7 million and $(6.6) million for the years ended December 31, 2020 and 2019, respectively. Net cash provided by (used in) financing activities, consisting primarily of activity in deposit accounts and proceeds from Federal Home Loan Bank borrowings, offset by repayment of Federal Home Loan Bank borrowings, was $29.1 million and $(269,000) for the years ended December 31, 2020 and 2019, respectively.

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 on our deposit retention experience and current pricing strategy, we anticipate that a significant portion of maturing time deposits will be retained.

At December 31, 2020, Cullman Savings Bank exceeded all of its regulatory capital requirements, and was categorized as well capitalized at December 31, 2020. Management is not aware of any conditions or events since the most recent notification that would change our category. See “Historical and Pro Forma Regulatory Capital Compliance.”

The net proceeds from the offering will significantly increase our liquidity and capital resources. Over time, the initial level of liquidity will be reduced as net proceeds from the stock offering are used for general corporate purposes, including funding loans. Our financial condition and results of operations will be enhanced by the net proceeds from the offering, which will increase our net interest-earning assets and net interest income. However, due to the increase in equity resulting from the net proceeds raised in the offering, as well as other factors associated with the offering, our return on equity will be adversely affected following the offering. See “Risk Factors—Risks Related to the Offering—Our return on equity may be low following the stock offering. This could negatively affect the trading price of our shares of common stock.”

Off-Balance Sheet Arrangements and Aggregate 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 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. At December 31, 2020, we had outstanding commitments to originate loans of $26.3 million. We anticipate that we will have sufficient funds available to meet our current lending commitments. Time deposits that are scheduled to mature in less than one year from December 31, 2020 totaled $46.4 million. Management expects that a substantial portion of the maturing time deposits will be retained. However, if a substantial portion of these deposits is not retained, we may utilize Federal Home Loan Bank advances or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense.

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Contractual Obligations. In the ordinary course of our operations, we enter into certain contractual obligations. Such obligations include data processing services, operating leases for premises and equipment, agreements with respect to borrowed funds and deposit liabilities.

Recent Accounting Pronouncements

Please refer to Note 1 to the audited financial statements of Old Cullman for the years ended December 31, 2020 and 2019 included with this document for a description of recent accounting pronouncements that may affect our financial condition and results of operations.

Impact of Inflation and Changing Prices

The financial statements and related data presented herein have been prepared in accordance with U.S. GAAP, which requires 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.

BUSINESS OF NEW CULLMAN AND OLD CULLMAN

New Cullman

New Cullman is a Maryland corporation that was organized in March 2021. Upon completion of the conversion, it will become the holding company of Cullman Savings Bank and will succeed to all of the business and operations of Old Cullman and Cullman Savings Bank, MHC, each of which will cease to exist upon completion of the conversion.

As part of the conversion, New Cullman will receive the cash and securities held by Old Cullman, the cash held by Cullman Savings Bank, MHC, and the net proceeds it retains from the offering. A portion of the net proceeds will be used to fund a loan to the Cullman Savings Bank Employee Stock Ownership Plan. New Cullman will have no significant liabilities. It intends to use the support staff and offices of Cullman Savings Bank and will pay Cullman Savings Bank for these services. If New Cullman expands or changes its business in the future, it may hire its own employees.

New Cullman intends to invest the net proceeds of the offering as discussed under “How We Intend to Use the Proceeds From the Offering.” In the future, it may pursue other business activities, including mergers and acquisitions, investment alternatives and diversification of operations. There are, however, no current understandings or agreements for these activities.

New Cullman will be a savings and loan holding company and subject to comprehensive regulation by the Federal Reserve Board.

Old Cullman

Old Cullman, a federal corporation that was organized in 2009, is a savings and loan holding company headquartered in Cullman, Alabama. Old Cullman’s common stock is quoted on the Pink Open Market operated by the OTC Markets Group under the symbol “CULL.” Old Cullman conducts its operations primarily through its wholly owned subsidiary, Cullman Savings Bank, a federally chartered savings bank. Old Cullman manages its operations as one unit, and thus does not have separate operating segments. At December 31, 2020, Old Cullman had consolidated assets of $331.4 million, deposits of $217.0 million and stockholders’ equity of $56.9 million.

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Old Cullman was formed as part of the mutual holding company reorganization of Cullman Savings Bank, which was completed in 2009. In connection with the reorganization, Old Cullman sold 1,080,483 shares of common stock to the public at $10.00 per share, representing 43% of its outstanding shares of common stock, and issued 50,225 shares of stock and $100,000 in cash to Cullman Savings Bank Foundation. Cullman Savings Bank, MHC has been organized as a mutual holding company under the laws of the United States and owns the remaining majority of the outstanding common stock of Old Cullman.

The executive offices of Old Cullman are located at 316 Second Avenue SW, Cullman, Alabama 35055, and its telephone number is (256) 734-1740. Old Cullman is subject to comprehensive regulation and examination by the Federal Reserve Board.

BUSINESS OF CULLMAN SAVINGS BANK

Cullman Savings Bank is a federally chartered stock savings bank headquartered in Cullman, Alabama. Cullman Savings Bank was originally chartered in 1887 under the name Cullman Building & Loan. In 1994, we converted to a federal savings bank charter and changed our name to Cullman Savings Bank. In 2009, we reorganized from the mutual to the stock form of ownership in connection with the mutual holding company reorganization.

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 and commercial and industrial loans and, to a lesser extent, construction loans, multi-family real estate loans and consumer loans. We also invest in limited amounts of securities. We offer a variety of deposit accounts, including checking accounts, savings accounts, individual retirement accounts and certificate of deposit accounts. We also use Federal Home Loan Bank advances to fund our operations.

Cullman Savings Bank is subject to comprehensive regulation and examination by the Office of the Comptroller of the Currency. Cullman Savings Bank is a member of the Federal Home Loan Bank system. Our website address is www.cullmansavingsbank.com. Information on our website is not considered a part of this document.

Market Area

We conduct our operations from our main office and two additional branch offices, all of which are located in Cullman, Alabama, and one branch office in Hanceville, Alabama. All of our branch offices are located in Cullman County, Alabama. Cullman County, which is largely suburban and rural in nature, is located in north-central Alabama between the cities of Birmingham (approximately 50 miles away) and Huntsville (approximately 55 miles away). We consider Cullman County our primary market area for lending and deposits.

Cullman County’s local economy is somewhat diversified, with employment in wholesale/retail trade, education/healthcare/social services and services comprising the largest employment sectors. Other major employment sectors include finance/insurance/real estate and construction. In addition, many of our residents commute to Birmingham or Huntsville for employment due to the location of those cities compared to Cullman.

Cullman County’s population, which is estimated to be approximately 84,000 as of January 2021, increased at an annual growth rate of 0.6% from 2016 to January 2021, versus comparable Alabama and U.S. population growth rates of 0.2% and 0.5%, respectively. The number of households in Cullman County increased at a 0.6% annual rate from 2016 to January 2021, which exceeded and matched the comparable Alabama and U.S. household growth rates of 0.2% and 0.6%, respectively. Projected five-year population and household growth rates for Cullman County are above the comparable projected growth rates for Alabama and are slightly below the comparable U.S. projected growth rates.

Cullman County’s January 2021 median household income of $49,162 was below the Alabama median of $53,669 and below the U.S. median of $67,761. Similarly, per capita income and household income distribution

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measures also reflected lower levels of income for Cullman County and Alabama relative to the comparable U.S. measures. Cullman County’s somewhat rural characteristics and lower cost of living are considered factors that contribute to its comparatively lower income measures. Over the next five years, Cullman County is projected to experience slightly higher growth rates in household income and per capita income relative to the comparable projected Alabama and U.S. growth rates.

Competition

We face competition within our local market area both in making loans and attracting deposits. Our market area has a concentration of financial institutions that include large money center and regional banks, community banks and credit unions. We also face competition from savings institutions, mortgage banking firms, consumer finance companies, financial technology or “fintech” companies and credit unions and, with respect to deposits, from money market funds, brokerage firms, mutual funds and insurance companies. As of June 30, 2020 (the most recent date for which data is available), our market share of deposits represented 10.7% of Federal Deposit Insurance Corporation-insured deposits in Cullman County, ranking us fifth in market share of deposits out of 12 institutions operating in Cullman County.

Lending Activities

General. Our principal lending activity is the origination of one- to four-family residential mortgage loans and commercial real estate loans, and, to a lesser extent, multi-family mortgage loans, construction loans, land loans, home equity loans, commercial loans and consumer loans.

Loan Portfolio Composition. The following table sets forth the composition of our loan portfolio by type of loan at the dates indicated, excluding loans held for sale. In addition to the loans included in the table below, at December 31, 2020, we had $7.2 million of loans in process. At December 31, 2020 we had $173,000 of loans held for sale.

	At December 31,
	2020						2019
	Amount			Percent			Amount			Percent
				(Dollars in thousands)
Real estate loans:
One- to four-family residential	$	114,766			48.98	%	$	127,362			50.73	%
Multi-family		4,867			2.08			4,540			1.81
Commercial		77,841			33.22			74,167			29.54
Construction		5,504			2.35			8,712			3.47
Commercial loans		20,340			8.68			28,572			11.38
Consumer loans:
Home equity loans and lines of credit		3,520			1.50			4,966			1.98
Other consumer		2,347			1.00			2,718			1.08
Payroll Protection Program loans		5,145			2.20			—			—
		234,330			100.00	%		251,037			100.00	%
Less:
Net deferred loan fees		(170	)					(34	)
Allowance for losses		(2,361	)					(2,218	)
Total loans	$	231,799					$	248,785

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Contractual Maturities. The following table sets forth the contractual maturities of our total loan portfolio at December 31, 2020. Demand loans, loans having no stated repayment schedule or maturity, and overdraft loans are reported as being due in one year or less. The tables present contractual maturities and do not reflect repricing or the effect of prepayments. Actual maturities may differ.

	One- to Four- Family Residential Real Estate		Multi-Family Real Estate		Commercial Real Estate		Construction
			(In thousands)
Amounts due in:
One year or less	$	1,696	$	734	$	10,719	$	5,201
More than one to five years		7,608		1,942		32,064		303
More than five to 15 years		15,627		2,191		34,159		—
More than 15 years		89,835		—		899		—
Total	$	114,766	$	4,867	$	77,841	$	5,504

	Commercial		Consumer		Payroll Protection Program		Total
			(In thousands)
Amounts due in:
One year or less	$	8,191	$	1,288	$	—	$	27,829
More than one to five years		6,197		1,214		5,145		54,473
More than five to 15 years		5,857		3,365		—		61,199
More than 15 years		95		—		—		90,829
Total	$	20,340	$	5,867	$	5,145	$	234,330

The following table sets forth our fixed and adjustable-rate loans at December 31, 2020 that are contractually due after December 31, 2021.

	Due After December 31, 2021
	Fixed		Adjustable		Total
			(In thousands)
Real estate loans:
One- to four-family residential	$	108,000	$	5,069	$	113,069
Multi-family		3,910		222		4,132
Commercial		64,373		2,749		67,122
Construction		303		—		303
Commercial loans		12,149		—		12,149
Consumer loans:
Home equity loans and lines of credit		3,250		248		3,498
Other consumer		1,081		—		1,081
Payroll Protection Program loans		5,142		—		5,142
Total loans	$	198,208	$	8,288	$	206,496

One- to-Four Family Residential Real Estate Lending. We originate long-term permanent loans secured by mortgages on owner-occupied one- to four-family residences. At December 31, 2020, $114.8 million, or 49.0% of our total loan portfolio, consisted of permanent loans on one- to four-family residences. At that date, our average outstanding one- to four-family residential real estate loan balance was $108,000 and our largest outstanding residential loan had a principal balance of $1.8 million. Virtually all of the residential loans we originate are secured by properties located in our market area.

Due to consumer demand in the current low market interest rate environment, many of our recent originations are 15- to 30-year fixed-rate loans secured by one- to four-family residential real estate. We generally originate our fixed-rate one- to four-family residential loans in accordance with secondary market standards to

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permit their sale on a servicing-released basis. However, to accommodate customers, we will originate loans that do not conform with secondary market standards, and we will usually hold such loans in our portfolio.

In order to reduce the term to repricing of our loan portfolio, we also originate adjustable-rate one- to four-family residential mortgage loans. Our current adjustable-rate mortgage loans carry interest rates that adjust annually based on the Federal Home Loan Bank of San Francisco 11th District Monthly Weighted Average Cost of Funds Index. Many of our adjustable-rate one- to four-family residential mortgage loans have fixed rates for initial terms of five or ten years. Such loans carry terms to maturity of up to 30 years. At December 31, 2020, $6.6 million, or 5.7% of our one- to four-family residential real estate loans, had adjustable rates of interest.

We evaluate both the borrower’s ability to make principal, interest and escrow payments and the value of the property that will secure the loan. Our one- to-four family residential mortgage loans do not currently include prepayment penalties, are non-assumable and do not produce negative amortization. Our one- to-four family residential mortgage loans customarily include due-on-sale clauses giving us the right to declare the loan immediately due and payable in the event that, among other things, the borrower sells the property subject to the mortgage. We currently originate residential mortgage loans for our portfolio with loan-to-value ratios of up to 89.99% for owner-occupied one- to-four family homes and up to 80% for non-owner occupied homes.

Commercial Real Estate Lending. In recent years, we have sought to increase our commercial real estate loans. Our commercial real estate loans are secured primarily by office buildings, retail and mixed-use properties and restaurants located in our primary market area. At December 31, 2020, we had $77.8 million in commercial real estate loans, representing 33.2% of our total loan portfolio.

Most of our commercial real estate loans have a five-year balloon term with amortization periods of up to 20 years. The maximum loan-to-value ratio of our commercial real estate loans is generally 85%. At December 31, 2020, our largest commercial real estate loan totaled $6.1 million and was secured by two hotels. At December 31, 2020, this loan was performing in accordance with its contractual terms.

Classified within our commercial real estate loans are land loans. We make a limited amount of land loans to complement our construction lending activities, and such loans are generally secured by lots that will be used for commercial real estate development. Land loans also include loans secured by farm land and land purchased for investment purposes. Land loans are generally offered for terms of up to 15 years. The maximum loan-to-value ratio of land loans is 75%.

Set forth below is information regarding our commercial real estate loans at December 31, 2020:

Type of Loan	Number of Loans		Balance
			(In thousands)
Residential one- to four-family non-owner occupied		7	$	2,911
Office/mixed use		28		10,603
Poultry house/car wash/skating rink		33		14,041
Retail/wholesale automobile-tire center		38		13,022
Restaurant/fast food/gas station/grocery		11		7,010
Hotel/motel/inn		2		6,331
Self-storage facility		6		6,112
Other commercial real estate		73		17,811
Total		198	$	77,841

We consider a number of factors in originating commercial real estate loans. We evaluate the qualifications and financial condition of the borrower, including credit history, profitability and 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

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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). All commercial real estate loans are appraised by outside independent appraisers approved by the board of directors or by internal evaluations, where permitted by regulation. Personal guarantees are generally obtained from the principals of commercial real estate borrowers and, in the case of church loans, guarantees from the applicable denomination are generally obtained.

Commercial Business Lending. We originate commercial business loans and lines of credit to small- and medium-sized companies in our primary market area. Our commercial business loans are generally used for working capital purposes or for acquiring equipment, inventory or furniture. The commercial business loans that we offer are fixed-rate loans, generally for a one-year term. Our commercial business loan portfolio consists primarily of secured loans, along with a small amount of unsecured loans. At December 31, 2020, we had $20.3 million of commercial business loans outstanding, representing 8.7% of the total loan portfolio, and we may increase this type of lending in the future.

When making commercial business loans, we consider the financial statements of the borrower, the lending history of the borrower, the debt service capabilities of the borrower, the projected cash flows of the business, the value of the collateral, if any, and whether the loan is guaranteed by the principals of the borrower. Commercial business loans are generally secured by accounts receivable, inventory and equipment.

The CARES Act established the PPP through the SBA, which allowed us to lend money to small businesses to maintain employee payrolls through the COVID-19 crisis with guarantees from the SBA. Under this program, loan amounts may be forgiven if the borrower maintains employee payrolls and meet certain other requirements. PPP loans have a fixed interest rate of 1.00% and a maturity date of either two or five years. Such loans totaled $5.1 million at December 31, 2020.

At December 31, 2020, our largest commercial business loan relationship totaled $3.8 million and was secured by sales tax receipts. At December 31, 2020, this loan was performing in accordance with its contractual terms.

Multi-Family Real Estate Lending. At December 31, 2020, we had $4.9 million in multi-family real estate loans, representing 2.1% of our total loan portfolio. The multi-family real estate loans we originate generally have a maximum amortization term of 20 years and are secured by apartment buildings located within our primary market area. Our multi-family real estate loans are structured as balloon loans, with interest rates on these loans generally fixed for an initial period of three to five years and then adjusted based on current market rates and competition. These loans are generally made in amounts of up to 80% of the lesser of the appraised value or the purchase price of the property with an appropriate projected debt service coverage ratio.

Our underwriting procedures include considering the borrower’s expertise and require verification of the borrower’s credit history, income and financial statements, banking relationships, references and income projections for the property. We generally obtain personal guarantees on these loans.

At December 31, 2020, our largest multi-family loan had a balance of $1.0 million and was secured by an apartment complex. At December 31, 2020, this loan was performing in accordance with its contractual terms.

Construction Lending. We make construction loans to individuals for the construction of their primary residences and, to a limited extent, loans to builders and commercial borrowers for owner-occupied projects. At December 31, 2020, our construction loans totaled $5.5 million, representing 2.4% of our total loan portfolio.

Loans to individuals for the construction of their residences typically run for up to 12 months and then convert to permanent loans. These construction loans have rates and terms comparable to one-to-four family residential loans offered by us. During the construction phase, the borrower pays interest only. The maximum loan-to-value ratio of owner-occupied single-family construction loans is 85%. Residential construction loans are generally underwritten pursuant to the same guidelines used for originating permanent residential loans.

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At December 31, 2020, our largest outstanding consumer construction loan was for $595,000 of which $540,000 was outstanding. This loan was performing according to its contractual terms at December 31, 2020.

Home Equity Lending. We originate variable-rate and fixed-rate home equity lines of credit secured by a lien on the borrower’s primary residence. Our home equity products are limited to 89.99% of the property value less any other mortgages when we hold the first mortgage, and 80% when we do not hold the first mortgage. We use the same underwriting standards for home equity lines of credit as we use for one- to four-family residential mortgage loans. At December 31, 2020, we had $3.5 million or 1.5% of our total loans in home equity loans and outstanding advances under home equity lines of credit and an additional $6.7 million of funds committed, but not advanced, under home equity lines of credit.

Consumer Lending. We originate limited amounts of consumer loans apart from home equity lines of credit. At December 31, 2020, we had $2.3 million of consumer loans outstanding, representing 1.0% of the total loan portfolio. Consumer loans consist of loans secured by deposits, automobile loans and miscellaneous other types of installment loans.

Loan Underwriting Risks

Commercial Real Estate Loans. Loans secured by commercial real estate generally have larger balances and involve a greater degree of risk than one- to four-family residential real estate loans. The primary concern in commercial real estate lending is the borrower’s creditworthiness and the feasibility and cash flow potential of the project. Payments on loans secured by income properties often depend on successful operation and management of the properties. As a result, repayment of such loans may be subject, to a greater extent than residential real estate loans, to adverse conditions in the real estate market or the economy. To monitor cash flows on income properties, we require borrowers and loan guarantors to provide monthly, quarterly, semi-annual or annual financial statements, depending on the size of the loan, on commercial real estate loans. In reaching a decision on whether to make a commercial real estate loan, we consider and review a global cash flow analysis of the borrower and consider the net operating income of the property, the borrower’s expertise, credit history and profitability and the value of the underlying property. We have generally required that the properties securing these real estate loans have an aggregate debt service ratio, including the guarantor’s cash flows and the borrower’s other projects, of at least 1.15x.

If we foreclose on a commercial real estate loan, the marketing and liquidation period to convert the real estate asset to cash can be lengthy 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.

Commercial and Industrial Loans. Our commercial and industrial loans are originated primarily based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. Most often, collateral for commercial and industrial loans consists of accounts receivable, inventory or equipment. Credit support provided by the borrower for most of these loans is based on the liquidation of the pledged collateral and enforcement of a personal guarantee, if any. Further, any collateral securing such loans may depreciate over time, may be difficult to appraise and may fluctuate in value. As a result, the availability of funds for the repayment of commercial and industrial loans may depend substantially on the success of the business itself.

Construction Loans. Our construction loans are based upon estimates of costs and values associated with the completed project. Underwriting is focused on the borrowers’ financial strength, credit history and demonstrated ability to produce a quality product and effectively market and manage their operations.

Construction lending involves additional risks when compared with permanent lending because funds are advanced upon the security of the project, which is of uncertain value prior to its completion. Because of the uncertainties inherent in estimating construction costs, as well as the market value of the completed project and the effects of governmental regulation of real property, it is relatively difficult to evaluate accurately the total funds

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required to complete a project and the related loan-to-value ratio. In addition, generally during the term of a construction loan, interest may be funded by the borrower or disbursed from an interest reserve set aside from the construction loan budget. These loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project and the ability of the borrower to sell or lease the property or obtain permanent take-out financing, rather than the ability of the borrower or guarantor to repay principal and interest. If the appraised value of a completed project proves to be overstated, we may have inadequate security for the repayment of the loan upon completion of construction of the project and may incur a loss.

Adjustable-Rate Loans. While we anticipate that adjustable-rate loans will better offset the adverse effects of an increase in interest rates as compared to fixed-rate loans, an increased monthly payment required of adjustable-rate loan borrowers in a rising interest rate environment could cause an increase in delinquencies and defaults. The marketability of the underlying collateral also may be adversely affected in a high interest rate environment.

Consumer Loans. Consumer loans may entail greater risk than residential real estate loans, particularly in the case of consumer loans that are unsecured or secured by assets that depreciate rapidly. Repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment for the outstanding loan and a small remaining deficiency often does not warrant further substantial collection efforts against the borrower. Consumer loan collections depend on the borrower’s continuing financial stability, and therefore are likely to be adversely affected by various factors, including job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount that can be recovered on such loans.

Originations, Purchases and Sales of Loans

Lending activities are conducted primarily by our salaried loan personnel operating at our main office. All loans we originate are underwritten pursuant to our policies and procedures. We originate fixed-rate loans and adjustable-rate loans. Our ability to originate fixed-rate loans or adjustable-rate loans depends on relative customer demand for such loans, which is affected by current and expected future levels of market interest rates. We originate real estate and other loans through our loan officers, marketing efforts, our customer base, walk-in customers and referrals from real estate brokers, builders and attorneys.

We sell certain loans we originate into the secondary market. We consider the pricing for loans as well as the current interest rate environment in making decisions as to whether to hold the mortgage loans we originate for investment or to sell such loans to investors, choosing the strategy that is most advantageous to us from a profitability and risk management standpoint. At December 31, 2020, we had $173,000 in loans held for sale. We sell loans on a “best efforts” basis, and we generally have not retained the servicing rights on the mortgage loans sold in the secondary mortgage market.

From time to time, to diversify our risk, we will purchase or sell participation interests in loans. We underwrite our participation portion of the loan according to our own underwriting criteria and procedures. At December 31, 2020, we had $1.6 million in loan participation interests. We generally do not purchase whole loans from third parties to supplement our loan production.

Loan Approval Procedures and Authority

Pursuant to federal law, the aggregate amount of loans that Cullman Savings Bank is permitted to make to any one borrower or a group of related borrowers is generally limited to 15% of Cullman Savings 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, 2020, based on the 15% limitation, Cullman Savings Bank’s loans-to-one-borrower limit was approximately $7.7 million. At December 31, 2020, our largest loan relationship with one borrower was a single loan for $6.1 million, which was secured by two hotels, and the underlying loan was performing in accordance with its contractual terms on that date.

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Our lending is subject to written underwriting standards and origination procedures. Decisions on loan applications are made on the basis of detailed applications 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 applications are designed primarily to determine the borrower’s ability to repay the requested loan, and the more significant items on the application are verified through use of credit reports, bank statements and tax returns.

All loan approval amounts are based on the aggregate loans (total credit exposure), including total balances of outstanding loans and the proposed loan to the individual borrower and any related entity. Our Chief Executive Officer has individual authorization to approve loans up to $500,000. Each of our Director of Lending and our Executive Vice President has individual authorization to approve loans up to $250,000. An individual loan or aggregate credit commitment in excess of $3.0 million requires approval by the Chief Executive Officer, Director of Lending and Executive Vice President, along with the Loan Committee, and must be reported to the board of directors prior to the loan transaction occurring.

Generally, we require title insurance or abstracts on our mortgage loans as well as extended coverage 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.

Delinquencies and Asset Quality

Delinquency Procedures. When a borrower fails to make a required monthly loan payment by the last day of the month, a late notice is generated stating the payment and late charges due. Our policies provide borrowers that become 60 days or more delinquent are contacted by phone or mail to determine the reason for nonpayment and to discuss future payments, although in practice we generally contact such borrowers within 30 days. If repayment is not possible or doubtful, the loan will be brought to the board of directors for possible foreclosure. Once the board of directors declares a loan due and payable, a certified letter is sent to the borrower explaining the entire balance of the loan is due and payable. The borrower is permitted ten additional days to submit payment. If the loan is reinstated, foreclosure proceedings will be discontinued and the borrower will be permitted to continue to make payments. If the borrower does not respond, we will initiate foreclosure proceedings.

Loans Past Due and Non-Performing Assets. Loans are reviewed on a regular basis. Management determines that a loan is impaired 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, the measurement of the loan in the allowance for loan losses is based on present value of expected future cash flows, except that all collateral-dependent loans are measured for impairment based on the fair value of the collateral. 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 real estate owned. The real estate owned is recorded at the lower of carrying amount or fair value, less estimated costs to sell. Soon after acquisition, we order a new appraisal to determine the current market value of the property. Any excess of the recorded value of the loan satisfied over the market value of the property is charged against the allowance for loan losses, or, if the existing allowance is inadequate, charged to expense of the current period. 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.

A loan is classified as a troubled debt restructuring if, for economic or legal reasons related to the borrower’s financial difficulties, we grant a concession to the borrower that we would not otherwise consider. This

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usually includes a modification of loan terms, such as a reduction of the interest rate to below market terms, capitalizing past due interest or extending the maturity date and possibly a partial forgiveness of the principal amount due.

Under the CARES Act, COVID-19 related modifications to loans that were current as of December 31, 2019 are exempt from troubled debt restructuring classification under U.S. GAAP. In addition, the bank regulatory agencies have issued interagency guidance stating that COVID-19 related short-term modifications (i.e., six months or less) for loans that were current as of the loan modification program implementation date are not troubled debt restructurings. During the year ended December 31, 2020, we granted short-term deferrals on 61 loans that were otherwise performing, totaling approximately $17.7 million. As of December 31, 2020, 60 of these loans, totaling $14.9 million, have returned to normal payment status and one loan for $2.8 million, secured by 10 lots of vacant land totaling 16.6 acres, with a loan-to-value ratio of 56%, has been re-extended beyond the initial six-month deferral period.

Delinquent Loans. The following tables set forth our loan delinquencies, including non-accrual loans, by type and amount at the dates indicated. We had no PPP loans delinquent at December 31, 2020.

	At December 31,
	2020						2019
	30 to 59 Days Past Due		60 to 89 Days Past Due		90 Days or More Past Due		30 to 59 Days Past Due		60 to 89 Days Past Due		90 Days or More Past Due
					(In thousands)
Real estate loans:
One- to four-family residential	$	1,723	$	370	$	104	$	1,447	$	1,151	$	85
Multi-family		—		—		—		—		—		—
Commercial		437		—		—		—		—		—
Construction		—		—		—		—		—		—
Commercial loans		8		—		—		113		4		—
Consumer loans:
Home equity loans and lines of credit		—		33		—		—		—		—
Other consumer		2		—		—		21		—		—
Total	$	2,170	$	403	$	104	$	1,581	$	1,155	$	85

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Non-Performing Assets. The following table sets forth information regarding our non-performing assets. Non-accrual loans include non-accruing troubled debt restructurings of $18,000 and $50,000 as of December 31, 2020 and December 31, 2019. No PPP loans were considered non-performing at December 31, 2020.

	At December 31,
	2020			2019
	(Dollars in thousands)
Non-accrual loans:
Real estate loans:
One- to four-family residential	$	18		$	23
Multi-family		—			—
Commercial		—			—
Construction		—			—
Commercial and industrial loans		—			27
Consumer loans:
Home equity loans and lines of credit		—			—
Other consumer		—			—
Total non-accrual loans		18			50
Accruing loans past due 90 days or more		104			85
Real estate owned:
One- to four-family residential		108			60
Multi-family		—			—
Commercial		326			326
Construction		—			—
Total real estate owned		434			386
Total non-performing assets	$	566		$	521
Total accruing troubled debt restructured loans	$	2,319		$	2,457
Total non-performing loans to total loans		0.06	%		0.05	%
Total non-accruing loans to total loans		0.01	%		0.02	%
Total non-performing assets to total assets		0.17	%		0.17	%

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 allowance 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. 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, such that additional general or specific loss allowances may be required.

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In connection with the filing of our periodic reports with the Office of the Comptroller of the Currency and in accordance with our classification of assets policy, we regularly review the problem loans in our portfolio to determine whether any loans require classification in accordance with applicable regulations.

On the basis of this review of our assets, our classified and special mention assets at the dates indicated were as follows:

	At December 31,
	2020		2019
	(In thousands)
Substandard assets	$	8,439	$	2,593
Doubtful assets		—		—
Loss assets		—		—
Total classified assets	$	8,439	$	2,593
Special mention assets	$	112	$	—
Foreclosed real estate	$	434	$	386

The increase in substandard assets was primarily due to one large commercial loan relationship being downgraded.

Allowance for Loan Losses

The allowance for loan losses is maintained at a level which, in management’s judgment, is adequate to absorb 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 in 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 relating to 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, 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.

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.

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The following table sets forth activity in our allowance for loan losses for the years indicated.

	For the Years Ended December 31,
	2020			2019
	(Dollars in thousands)
Allowance for loan losses at beginning of year	$	2,218		$	2,163
Provision for loan losses		152			55
Charge-offs:
Real estate loans:
One- to four-family residential		—			—
Multi-family		—			—
Commercial		—			—
Construction		—			—
Commercial and industrial loans		—			—
Consumer loans:
Home equity loans and lines of credit		—			—
Other consumer		(20	)		(1	)
Payroll Protection Program loans		—			—
Total charge-offs		(20	)		(1	)
Recoveries:
Real estate loans:
One- to four-family residential		5			1
Multi-family		—			—
Commercial		—			—
Construction		—			—
Commercial and industrial loans		—			—
Consumer loans:
Home equity loans and lines of credit		—			—
Other consumer		6			—
Payroll Protection Program loans		—			—
Total recoveries		11			1
Net (charge-offs) recoveries		(9	)		—
Allowance at end of year	$	2,361		$	2,218
Allowance to non-performing loans		1,788.64	%		1,642.96	%
Allowance to total loans outstanding at the end of the year		1.01	%		0.88	%
Net (charge-offs) recoveries to average loans outstanding during the year		0.00	%		—	%

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Allocation of Allowance for Loan Losses. The following tables set forth the allowance for loan losses allocated by loan category and the percent of the allowance in each category to the total allocated allowance at the dates indicated. The allowance for loan 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,
	2020								2019
	Allowance for Loan Losses		Percent of Allowance in Each Category to Total Allocated Allowance			Percent of Loans in Each Category to Total Loans			Allowance for Loan Losses		Percent of Allowance in Each Category to Total Allocated Allowance			Percent of Loans in Each Category to Total Loans
						(Dollars in thousands)
Real estate loans:
One- to four-family residential	$	1,300		55.07	%		48.98	%	$	1,200		54.10	%		50.73	%
Multi-family		27		1.15			2.08			21		0.95			1.81
Commercial		746		31.57			33.22			632		28.49			29.54
Construction		37		1.57			2.35			66		2.98			3.47
Commercial and industrial loans		187		7.93			8.68			223		10.05			11.38
Consumer loans:
Home equity loans and lines of credit		38		1.61			1.50			47		2.12			1.98
Other consumer		26		1.10			1.00			29		1.31			1.08
Paycheck Protection Program loans		—		—			2.20			—		—			—
Total	$	2,361		100.00	%		100.00	%	$	2,218		100.00	%		100.00	%

Investment Activities

General. The goals of our investment policy are to provide and maintain liquidity, meet pledging requirements, generate a reasonable rate of return, and minimize credit and interest rate risk. Subject to loan demand and our interest rate risk analysis, we will increase the balance of our investment securities portfolio when we have excess liquidity.

Our investment policy is reviewed annually by management and any changes to the policy are recommended to and subject to the approval of the board of directors. Authority to make investments under the approved investment policy guidelines is delegated to our President and Chief Executive Officer and our Chief Financial Officer (all investment decisions require the approval of both investment officers). All investment transactions are reviewed at regularly scheduled quarterly meetings of the board of directors.

Our current investment policy permits investments in securities issued by the U.S. Government and its agencies or government sponsored enterprises. We also invest in mortgage-backed securities and, to a lesser extent, mutual funds that invest in mortgage-backed securities. Our investment policy also permits, with certain limitations, investments in bank-owned life insurance, collateralized mortgage obligations, asset-backed securities, real estate mortgage investment conduits, Alabama revenue bonds and municipal securities.

At December 31, 2020, our investment securities portfolio totaled $18.2 million, and consisted primarily of securities and obligations issued by municipalities. In addition, at December 31, 2020, we owned $2.5 million of Federal Home Loan Bank of Atlanta stock. As a member of Federal Home Loan Bank of Atlanta, we are required to purchase stock in the Federal Home Loan Bank of Atlanta, which stock is carried at cost and classified as restricted equity securities.

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Portfolio Maturities and Yields. The composition and maturities of the available-for-sale investment securities portfolio at December 31, 2020 are summarized in the following table. Maturities are based on the final contractual payment dates, and do not reflect the effect of scheduled principal repayments, prepayments, or early redemptions that may occur. Yields on tax-exempt obligations have not been computed on a tax-equivalent basis, as the effect would not be material.

	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:
Municipal securities - taxable	$	—		—		$	430		2.87	%	$	2,421		3.54	%	$	8,235		2.43	%	$	11,086	$	11,612		2.69	%
Municipal securities - tax-exempt		365		1.87	%		1,250		2.67	%		904		2.20	%		290		2.38	%		2,809		2,850		2.38	%
Residential mortgage-backed, government-sponsored enterprise		—		—			—		—			765		2.14	%		2,058		1.97	%		2,823		2,890		2.02	%
SBA-guaranteed debenture		—		—			—		—			1,471		1.96	%		—		—			1,471		1,523		1.96	%
Total	$	365		1.87	%	$	1,680		2.72	%	$	5,561		2.71	%	$	10,583		2.34	%	$	18,189	$	18,875		2.48	%

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Sources of Funds

General. Deposits have traditionally been our primary source of funds for use in lending and investment activities. We also use borrowings 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, investment maturities, loan prepayments, 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 our primary market area. We offer a selection of deposit accounts, including savings accounts, checking accounts, certificates of deposit and individual retirement accounts. 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. We have the authority to accept brokered deposits, and had $10.2 million of such deposits as of December 31, 2020. In addition, we had $14.9 million of municipal deposits at December 31, 2020.

On a periodic basis, we establish interest rates paid, maturity terms, service fees and withdrawal penalties. Deposit rates and terms are based primarily on current operating strategies and market rates, liquidity requirements, rates paid by competitors and growth goals. We rely upon personalized customer service, long-standing relationships with customers, and the favorable image of Cullman Savings Bank in the community to attract and retain local deposits. We also seek to obtain deposits from our commercial loan customers.

The flow of deposits is influenced significantly by general economic conditions, changes in money market and other prevailing interest rates and competition. The variety of deposit accounts offered allows us to be competitive in obtaining funds and responding to changes in consumer demand. Based on experience, we believe that our deposits are relatively stable. However, the ability to attract and maintain deposits and the rates paid on these deposits, has been and will continue to be significantly affected by market conditions.

The following table sets forth the distribution of total deposits by account type at the dates indicated.

	At December 31,
	2020								2019
	Amount		Percent			Average Rate			Amount		Percent			Average Rate
	(Dollars in thousands)
Noninterest-bearing demand deposits	$	14,374		6.63	%		—	%	$	10,415		5.51	%		—	%
Interest-bearing demand deposits		69,758		32.15			0.21			51,766		27.41			0.33
Regular savings and other deposits		41,404		19.08			0.24			28,727		15.21			0.30
Money market deposits		5,383		2.48			0.31			4,046		2.14			0.36
Certificates of deposit		86,044		39.66			1.62			93,934		49.73			1.72
Total	$	216,963		100.00	%		0.88	%	$	188,888		100.00	%		1.05	%

As of December 31, 2020 and 2019, the aggregate amount of uninsured deposits (deposits in amounts greater than or equal to $250,000, which is the maximum amount for federal deposit insurance) was $86.6 million and $70.0 million, respectively. In addition, as of December 31, 2020, the aggregate amount of all our uninsured certificates of deposit was $35.1 million. We have no deposits that are uninsured for any reason other than being in excess of the maximum amount for federal deposit insurance. The following table sets forth the maturity of the uninsured certificates of deposit as of December 31, 2020.

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	At December 31, 2020
	(In thousands)
Maturity Period:
Three months or less	$	5,417
Over three through six months		4,730
Over six through twelve months		6,245
Over twelve months		18,718
Total	$	35,110

Borrowings. As of December 31, 2020, we had a $97.3 million line of credit with the Federal Home Loan Bank of Atlanta, of which 53.5 million was outstanding at that date with a weighted average cost of 1.74%. In addition to the Federal Home Loan Bank of Atlanta line of credit, we have an unsecured federal funds lines of credit, in the amount of $10.0 million. No amount was outstanding on this line of credit at December 31, 2020.

Subsidiary Activities

Old Cullman has no subsidiaries other than Cullman Savings Bank.

Personnel

As of December 31, 2020, we had 50 full-time employees and no part-time employees. Our employees are not represented by any collective bargaining group. Management believes that we have good working relations with our employees.

Properties

We conduct our operations from our main office and two additional branch offices, all of which are located in Cullman, Alabama, and one branch office in Hanceville, Alabama. All of our branch offices are located in Cullman County, Alabama. At December 31, 2020, the net book value of our premises and equipment was $8.6 million.

Legal Proceedings

We are not a party to any pending legal proceedings that we believe would have a material adverse effect on our financial condition, results of operations or cash flows.

SUPERVISION AND REGULATION

General

As a federal savings bank, Cullman Savings Bank is subject to examination and regulation by the Office of the Comptroller of the Currency, and is also subject to examination by the Federal Deposit Insurance Corporation as deposit insurer. The federal system of regulation and supervision establishes a comprehensive framework of activities in which Cullman Savings Bank may engage and is intended primarily for the protection of depositors and the Federal Deposit Insurance Corporation’s Deposit Insurance Fund, and not for the protection of security holders. Cullman Savings Bank also is a member of and owns stock in the Federal Home Loan Bank of Atlanta, 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 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

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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 Cullman Savings 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 Cullman Savings 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.

As a savings and loan holding company following the conversion, New Cullman will be required to comply with the rules and regulations of the Federal Reserve Board. It will be required to file certain reports with the Federal Reserve Board and will be subject to examination by and the enforcement authority of the Federal Reserve Board. New Cullman will also be 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 Federal Deposit Insurance Corporation, the Federal Reserve Board, the Securities and Exchange Commission or Congress, could have a material adverse impact on the operations and financial performance of New Cullman and Cullman Savings Bank.

Set forth below is a brief description of material regulatory requirements that are or will be applicable to Cullman Savings Bank and New Cullman. 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 Cullman Savings Bank and New Cullman.

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, a federal savings bank may generally invest in mortgage loans secured by residential real estate without an aggregate limit, and commercial business, commercial real estate and consumer loans, certain types of debt securities and certain other assets, subject to overall percentage of assets or capital limits. Federal savings banks are also subject to a “Qualified Thrift Lender Test,” or “QTL Test,” which generally requires that a specified percentage of overall assets be residential mortgages and related investments.

Effective July 1, 2019, the Office of the Comptroller of the Currency issued a final rule, pursuant to a provision of the Economic Growth Regulatory Relief and Consumer Protection Act (“EGRRCPA”), that permits a federal savings bank to elect to exercise national bank powers without converting to a national bank charter. The election is available to federal savings banks that had total consolidated assets of $20 billion or less as of December 31, 2017. Cullman Savings Bank has not exercised the covered savings association election.

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 determining the amount of risk-weighted assets for calculating risk-based capital ratios, all assets, including certain off-balance sheet assets (e.g., recourse obligations, direct credit substitutes, residual interests) are multiplied by a risk-weight factor assigned by the regulations based on the risks believed inherent in the type of

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asset. Higher levels of capital are required for asset categories believed to present greater risk. Common equity Tier 1 capital is generally defined as common stockholders’ equity and retained earnings. Tier 1 capital is generally defined as common equity Tier 1 and additional Tier 1 capital. Additional Tier 1 capital includes certain non-cumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries. Total capital includes Tier 1 capital (common equity Tier 1 capital plus additional Tier 1 capital) and Tier 2 capital. Tier 2 capital is comprised of capital instruments and related surplus, meeting specified requirements, and may include cumulative preferred stock and long-term perpetual preferred stock, mandatory convertible securities, intermediate preferred stock and subordinated debt. Also included in Tier 2 capital is the allowance for loan and lease losses limited to a maximum of 1.25% of risk-weighted assets. Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations. In assessing an institution’s capital adequacy, the Office of the Comptroller of the Currency takes into consideration not only these numeric factors, but qualitative factors as well, and has the authority to establish higher capital requirements for individual institutions where deemed necessary.

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 capital complying with 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. The community bank leverage ratio was established 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.

The CARES Act lowered the community bank leverage ratio to 8%, with federal regulation making the reduced ratio effective April 23, 2020. Another regulation was issued to transition back to the 9% community bank leverage ratio by increasing the ratio to 8.5% for calendar year 2021 and to 9% thereafter. Cullman Savings Bank has opted in to the community bank leverage framework.

At December 31, 2020, Cullman Savings Bank’s capital exceeded all applicable requirements.

Loans-to-One Borrower. Generally, a federal savings bank 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, 2020, Cullman Savings Bank was in compliance with the loans-to-one borrower limitations.

Qualified Thrift Lender Test. As a federal savings association, Cullman Savings Bank must satisfy the qualified thrift lender, or “QTL,” test. Under the QTL test, Cullman Savings Bank must maintain at least 65% of its “portfolio assets” in “qualified thrift investments” (primarily residential mortgages and related investments, including mortgage-backed securities) in at least nine months of every 12-month period. “Portfolio assets” generally means total assets of a savings association, less the sum of specified liquid assets up to 20% of total assets, goodwill and other intangible assets, and the value of property used in the conduct of the savings association’s business.

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Cullman Savings Bank also may satisfy the QTL test by qualifying as a “domestic building and loan association” as defined in the Internal Revenue Code of 1986, as amended. This test generally requires a savings association to have at least 75% of its deposits held by the public and earn at least 25% of its income from loans and U.S. government obligations. Alternatively, a savings association can satisfy this test by maintaining at least 60% of its assets in cash, real estate loans and U.S. Government or state obligations.

A savings association that fails the qualified thrift lender test must operate under specified restrictions set forth in the Home Owners’ Loan Act. The Dodd-Frank Act made noncompliance with the QTL test subject to agency enforcement action for a violation of law. At December 31, 2020, Cullman Savings Bank satisfied the QTL test.

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 Cullman Savings 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 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

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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 until January 1, 2024 for institutions of Cullman Savings Bank’s asset size.

The Community Reinvestment Act requires all institutions insured by the Federal Deposit Insurance Corporation to publicly disclose their rating. Cullman Savings Bank received a “satisfactory” Community Reinvestment Act rating in its most recent federal examination.

Transactions with Related Parties. An insured depository institution’s authority to engage in transactions with its affiliates is limited by Sections 23A and 23B of the Federal Reserve Act and federal regulation. An affiliate is generally a company that controls, or is under common control with, an insured depository institution such as Cullman Savings Bank. New Cullman will be an affiliate of Cullman Savings Bank because of its control of Cullman Savings Bank. In general, transactions between an insured depository institution and its affiliates are subject to certain quantitative limits and collateral requirements. In addition, federal regulations prohibit a savings bank from lending to any of its affiliates that are engaged in activities that are not permissible for bank holding companies and from purchasing the securities of any affiliate, other than a subsidiary. Finally, transactions with affiliates must be consistent with safe and sound banking practices, not involve the purchase of low-quality assets and be on terms that are as favorable to the institution as comparable transactions with non-affiliates.

Cullman Savings Bank’s authority to extend credit to its directors, executive officers and 10% stockholders, as well as to entities controlled by such persons, is currently governed by the requirements of Sections 22(g) and 22(h) of the Federal Reserve Act and Regulation O of the Federal Reserve Board. Among other things, these provisions generally require that extensions of credit to insiders:

• be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons and that do not involve more than the normal risk of repayment or present other unfavorable features; and

• not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of Cullman Savings Bank’s capital.

In addition, extensions of credit in excess of certain limits must be approved by Cullman Savings Bank’s board of directors. Extensions of credit to executive officers are subject to additional limits based on the type of extension involved.

Enforcement. The Office of the Comptroller of the Currency has primary enforcement responsibility over federal savings banks and has authority to bring enforcement action against all “institution-affiliated parties,” including 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 actions, and range up to $25,000 per day, unless a finding of reckless disregard is made, in which case penalties may be as high as $1 million per day. The Federal Deposit Insurance Corporation also has the authority to terminate deposit insurance or recommend to the Office of the Comptroller of the Currency that enforcement action be taken with respect to a particular federal savings bank.

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If such action is not taken, the Federal Deposit Insurance Corporation has authority to take the action under specified circumstances.

Standards for Safety and Soundness. Federal law requires each federal banking agency to prescribe certain standards for all insured depository institutions. These standards relate to, among other things, internal controls, information systems and audit systems, loan documentation, credit underwriting, interest rate risk exposure, asset growth, compensation and other 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 guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard. If an institution fails to meet these standards, the appropriate federal banking agency may require the institution to implement an acceptable compliance plan. Failure to implement such a plan can result in further enforcement action, including the issuance of a cease and desist order or the imposition of civil money penalties.

Branching. Federal law permits well capitalized and well managed holding companies to acquire banks in any state, subject to Federal Reserve Board approval, certain concentration limits and other specified conditions. In addition, federal savings banks may establish de novo branches on an interstate basis provided that branching is authorized by the law of the host state for the banks chartered by that state.

Prompt Corrective Action. Federal law 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 institution is deemed to be “well 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 ratio of 6.5% or greater. An institution is “adequately capitalized” if it has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-based capital ratio of 6.0% or 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 be “significantly undercapitalized” if it has a total risk-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 ratio of less than 3.0%. 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 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 hearing, determines that an unsafe or unsound condition, or an unsafe or unsound practice, warrants such treatment. 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 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 it obtains such status.

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The previously referenced final rules establishing an elective “community bank leverage ratio” regulatory capital framework provide that a qualifying institution whose capital exceeds the community bank leverage ratio and opts to use that framework will be considered “well-capitalized” for purposes of prompt corrective action.

At December 31, 2020, Cullman Savings Bank met the criteria for being considered “well capitalized.”

Insurance of Deposit Accounts. The Deposit Insurance Fund of the Federal Deposit Insurance Corporation insures deposits at Federal Deposit Insurance Corporation-insured financial institutions such as Cullman Savings Bank, generally up to a maximum of $250,000 per separately insured depositor. The Federal Deposit Insurance Corporation charges insured depository institutions premiums to maintain the Deposit Insurance Fund.

Under the Federal Deposit Insurance Corporation’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 Federal Deposit Insurance Corporation has authority to increase insurance assessments. Any significant increases would have an adverse effect on the operating expenses and results of operations of Cullman Savings Bank. We cannot predict what assessment rates will be in the future.

Insurance of deposits may be terminated by the Federal Deposit Insurance Corporation 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. 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 Cullman Savings 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, Cullman Savings 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. Cullman Savings Bank currently has a privacy protection policy in place and believes that such policy is in compliance with the regulations.

USA PATRIOT Act. Cullman Savings 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 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.

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Other Regulations

Interest and other charges collected or contracted for by Cullman Savings Bank are subject to 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 Cullman Savings 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

Cullman Savings 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. Cullman Savings Bank was in compliance with this requirement at December 31, 2020. Based on redemption provisions of the Federal Home Loan Bank of Atlanta, the stock has no quoted market value and is carried at cost. Cullman Savings Bank reviews for impairment, based on the ultimate recoverability, the cost basis of the Federal Home Loan Bank of Atlanta stock. At December 31, 2020, no impairment had been recognized.

Holding Company Regulation

New Cullman will be a unitary savings and loan holding company subject to regulation and supervision by the Federal Reserve Board. The Federal Reserve Board will have enforcement authority over New Cullman and its non-savings institution subsidiaries. Among other things, this authority permits the Federal Reserve Board to restrict or prohibit activities that are determined to be a risk to Cullman Savings Bank.

As a savings and loan holding company, New Cullman’s activities will be limited to those activities permissible by law for financial holding companies (if New Cullman 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

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holding companies. New Cullman 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 Section 4(c)(8) of 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 Federal Deposit Insurance Corporation. In evaluating applications by holding companies to acquire savings institutions, 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 institution 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 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 New Cullman to pay dividends, repurchase shares of common stock or otherwise engage in capital distributions.

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 New Cullman, 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, means ownership, control of or holding irrevocable proxies representing more than 25% 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 institution. There is a presumption of control upon the acquisition

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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.

The Federal Reserve Board has adopted a final rule, effective September 30, 2020, that revises its framework for determining whether a company has a “controlling influence” over a bank or savings and loan holding company for purposes of the Bank and Savings and Loan Holding Company Acts.

Federal Securities Laws

New Cullman common stock will be registered with the Securities and Exchange Commission after the conversion and stock offering. New Cullman will be subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Securities Exchange Act of 1934.

The registration under the Securities Act of 1933 of shares of common stock issued in New Cullman’s public offering does not cover the resale of those shares. Shares of common stock purchased by persons who are not affiliates of New Cullman may be resold without registration. Shares purchased by an affiliate of New Cullman will be subject to the resale restrictions of Rule 144 under the Securities Act of 1933. If New Cullman meets the current public information requirements of Rule 144 under the Securities Act of 1933, each affiliate of New Cullman that complies with the other conditions of Rule 144, including those that require the affiliate’s sale to be aggregated with those of other persons, would be able to sell in the public market, without registration, a number of shares not to exceed, in any three-month period, the greater of 1% of the outstanding shares of New Cullman, or the average weekly volume of trading in the shares during the preceding four calendar weeks.

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 regulations, and we review and document such policies, procedures and systems to ensure continued compliance with these regulations.

Emerging Growth Company Status

New Cullman is an emerging growth company. For as long as New Cullman 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, New Cullman also will not be 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.

New Cullman 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 this offering; (ii) the first fiscal year after our annual gross revenues are $1.07 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.

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TAXATION

Cullman Savings Bank, MHC, Old Cullman and Cullman Savings Bank are, and New Cullman will be, 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 certain pertinent tax matters and is not a comprehensive description of the tax rules applicable to Old Cullman, New Cullman or Cullman Savings Bank.

Our federal and state tax returns have not been audited for the past five years.

Federal Taxation

Method of Accounting. Old Cullman and Cullman Savings Bank currently report income and expenses on the accrual method of accounting and use a tax year ending December 31 for filing their federal income tax returns. Old Cullman and Cullman Savings 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, Cullman Savings Bank has been subject to the same bad debt reserve rules as commercial banks. It currently utilizes the experience method under Section 585 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).

Alternative Minimum Tax. For income generated prior to January 1, 2018, the Internal Revenue Code imposes an alternative minimum tax at a rate of 20% on a base of regular taxable income plus certain tax preferences, less an exemption amount, referred to as “alternative minimum taxable income.” The alternative minimum tax is payable to the extent tax computed this way exceeds tax computed by applying the regular tax rates to regular taxable income. Certain payments of alternative minimum tax may be used as credits against regular tax liabilities in future years. The Tax Cuts and Jobs Act repealed the alternative minimum tax for income generated after January 1, 2018. At December 31, 2020, Old Cullman had no minimum tax credit carryovers.

Net Operating Loss Carryovers. As a result of the Tax Cuts and Jobs Act generally, a financial institution may carry net operating losses forward indefinitely, if incurred after December 31, 2017. At December 31, 2020, Old Cullman had no federal net operating loss carryforwards.

Capital Loss Carryovers. A corporation cannot recognize capital losses in excess of capital gains generated. Generally, a financial institution may carry back capital losses to the preceding three taxable years and forward to the succeeding five taxable years. Any capital loss carryback or carryover is treated as a short-term capital loss for the year to which it is carried. As such, it is grouped with any other capital losses for the year to which it is carried and is used to offset any capital gains. Any undeducted loss remaining after the five-year carryover period is not deductible. At December 31, 2020, Old Cullman had no capital loss carryovers.

Corporate Dividends. Old Cullman may generally exclude from its income 100% of dividends received from Cullman Savings Bank as a member of the same affiliated group of corporations.

State Taxation

Alabama State Taxation. New Cullman and Cullman Savings Bank will be required to file Alabama income tax returns and pay tax at a stated tax rate of 6.5% of Alabama taxable income. For these purposes, Alabama taxable income generally means federal taxable income subject to certain modifications, primarily the exclusion of interest income on United States obligations and the deduction of federal income taxes paid.

Maryland State Taxation. As a Maryland business corporation, New Cullman is required to file an annual report with and pay franchise taxes to the State of Maryland.

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MANAGEMENT

Our Directors and Executive Officers

Our board of directors is comprised of seven members. Directors serve three-year staggered terms so that approximately one-third of the directors are elected at each annual meeting. The following sets forth certain information regarding the members of our board of directors, and executive officers who are not directors, including the terms of office of board members. Except as indicated herein, there are no arrangements or understandings between any director and any other person pursuant to which the director was selected. Age information is as of December 31, 2020, and term as a director includes service with Cullman Savings Bank.

With respect to directors, the biographies contain information regarding the person’s business experience and the experiences, qualifications, attributes or skills that caused the board of directors to determine that the person should serve as a director. Each director of New Cullman is also a director of Cullman Savings Bank and Cullman Savings Bank, MHC.

All of our directors are long-time residents of the communities we serve and many of such individuals have operated, or currently operate, businesses located in such communities. As a result, each director continuing in office has significant knowledge of the businesses that operate in our market area, an understanding of the general real estate market, values and trends in such communities and an understanding of the overall demographics of such communities. As a community banking institution, we believe that the local knowledge and experience of our directors assists us in assessing the credit and banking needs of our customers, developing products and services to better serve our customers and in assessing the risks inherent in our lending operations. As local residents, our directors are also exposed to the advertising, product offerings and community development efforts of competing institutions which, in turn, assists us in structuring its marketing efforts and community outreach programs.

Directors with terms ending following the fiscal year ending December 31, 2021:

Gregory T. Barksdale. Age 54. Mr. Barksdale is a District Sales Manager for ALFA Insurance. He has been employed with ALFA Insurance since 2003. From 1991 until 2003, he was employed as a banker in Cullman County, and has expertise in consumer and commercial lending. Mr. Barksdale brings the board of directors a unique perspective of the community in areas of economic development, residential housing and commercial opportunities. Mr. Barksdale’s business experience with financial institutions also gives him extensive insights into the challenges and opportunities in our overall operations and lending activities. Director since 2013.

Dr. Paul D. Bussman. Age 64. Dr. Bussman has been a practicing dentist in Cullman since 1983. He also served as the Alabama State Senator for the 4^th District (Cullman, Winston and Lawrence Counties) from 2010 to 2018. Dr. Bussman’s senatorial experience and experience in our local markets provides us with substantial insights and discipline for enhancing our public perception and corporate citizenship initiatives. Director since 1994.

Directors with terms ending following the fiscal year ending December 31, 2022:

Nancy McClellan. Age 63. Ms. McClellan has been a lawyer in private practice since 1982. She is a partner with the law firm of Bland, Harris & McClellan, P.C., of Cullman, Alabama, and has served as attorney for Cullman Savings Bank since 2001. Ms. McClellan’s Master of Laws degree with a concentration in taxation provides the board of directors with a unique perspective in addressing the legal requirements of Old Cullman and its subsidiaries. Her professional experience also provides us with expertise in the areas of real estate and estate law. Director since 1999.

Lynne Morton. Age 44. Ms. Morton is a Territory Manager with TriGreen Equipment and has been involved with John Deere products since 2000. Ms. Morton is responsible for financial budgets, operation processes and human resources for all departments within her dealerships. Her significant experience in employee development, training, and business management provides the board with substantial insight into operations and development. Director since 2020.

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Directors with terms ending following the fiscal year ending December 31, 2023:

John A. Riley, III. Age 56. Mr. Riley has served as President and Chief Executive Officer of Cullman Savings Bank since 2006. He was initially employed by Cullman Savings Bank in 1993 as a loan officer and held several positions prior to being named Chief Executive Officer, including Senior Vice President for Lending, a position he held from 1999 to 2006. Mr. Riley’s positions as President and Chief Executive Officer foster clear accountability, effective decision-making, a clear and direct channel of communication from senior management to the full board of directors, and alignment on corporate strategy. Director since 2000.

Robin Parson. Age 54. Ms. Parson has served as Executive Vice President and Chief Operations Officer of Old Cullman since 2009 and Cullman Savings Bank since 2006. She was initially employed by Cullman Savings Bank in 1985 as a teller and held several positions before being named Chief Operations Officer. Ms. Parson’s extensive experience in a variety of roles at Cullman Savings Bank provides a broad and unique perspective on the challenges facing our organization and our business strategies and operations. Director since 2019.

Chad T. Burks. Age 44. Mr. Burks has been the owner of Burks Brothers Pools since 2001. He is a commercial general contractor and owns several commercial rental properties in the Cullman area. Mr. Burks has strong marketing, sales, and customer service assessment skills. Mr. Burks’s experience as a small business owner gives him extensive insight into the customers who live in our market areas and economic developments affecting the communities in which we operate, as well as the challenges facing small businesses in our market area. Mr. Burks’s work experience also provides valuable insight into budgeting and financial strategy. Director since 2019.

Executive Officers Who Are Not Directors

The following sets forth information regarding our executive officers who are not directors. Age information is as of December 31, 2020. The executive officers of Cullman Savings Bank are elected annually.

T’aira Ugarkovich. Age 36. Ms Ugarkovich has served as Executive Vice President of Cullman Savings Bank the past three years. Previously, Ms. Ugarkovich was our Chief Credit Officer. Ms. Ugarkovich is a 2017 graduate from Alabama Banking School. Ms. Ugarkovich has 13 years of banking experience. Prior to working at Cullman Savings Bank, Ms. Ugarkovich was a Credit Officer for four years and Treasury Management Officer for two years at Progress Bank. Ms. Ugarkovich has a Bachelor of Science degree in Finance from the University of Alabama in Huntsville.

Katrina Stephens. Age 37. Ms. Stephens was named our Senior Vice President and Chief Financial Officer in 2015. Ms. Stephens is a 2018 graduate from Alabama Banking School. Ms. Stephens was previously a Senior Level Internal Auditor at Regions Bank, where she began working in 2011. Prior to Regions, Ms. Stephens worked as a Senior External Auditor at Pricewaterhouse Coopers, where she began working in 2007. Ms. Stephens has a Master of Accountancy degree from the University of Alabama and is a Certified Public Accountant.

Board Independence

The board of directors has determined that each of our directors, with the exception of Chairman of the Board, President and Chief Executive Officer John A. Riley, III, Executive Vice President and Chief Operations Officer Robin Parson and Director Nancy McClellan is “independent” as defined in the listing standards of the Nasdaq Stock Market. Mr. Riley and Ms. Parson are not independent because they are our executive officers, and Ms. McClellan is not independent because of legal fees paid to her firm, which totaled $61,000 for the year ended December 31, 2020. In determining the independence of our directors, the board of directors considered relationships between Cullman Savings Bank and our directors that are not required to be reported under “—Transactions With Certain Related Persons,” consisting of deposit accounts that our directors maintain at Cullman Savings Bank.

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Transactions With Certain Related Persons

The Sarbanes-Oxley Act of 2002 generally prohibits publicly traded companies from making loans to their executive officers and directors, but it contains a specific exemption from such prohibition for loans made by federally insured financial institutions, such as Cullman Savings Bank, to their executive officers and directors in compliance with federal banking regulations. Federal regulations permit executive officers and directors to receive the same terms that are widely available to other employees as long as the director or executive officer is not given preferential treatment compared to the other participating employees. Cullman Savings Bank makes loans to its employees through an employee loan program pursuant to which loans are made at a reduced rate. The reduced rate is 100 basis points above the Federal Home Loan Bank of San Francisco’s 11^th District Cost of Funds Rate, rounded up to the nearest quarter percentage, and adjusted annually.

The tables below list our directors and executive officers who participated in the employee loan program during the years ended December 31, 2020 and 2019. No other directors or executive officers of Cullman Savings Bank participated in the employee loan program during these periods.

Name	Type of Loan		Largest Aggregate Balance 1/1/20 to 12/31/20		Principal Balance 12/31/20		Principal Paid 1/1/20 to 12/31/20		Interest Paid 1/1/20 to 12/31/20		Interest Rate
Gregory T. Barksdale		Residential mortgage	$	130,762	$	105,260	$	25,502	$	2,929	2.25%
Paul D. Bussman		Residential mortgage	$	317,791	$	299,922	$	17,869	$	7,079	2.25%
Chad T. Burks		Residential mortgage	$	341,618	$	330,358	$	11,261	$	7,571	2.25%
John A. Riley, III		Residential mortgage	$	660,200	$	639,781	$	20,419	$	14,648	2.25%
Robin Parson		Residential mortgage	$	179,426	$	171,380	$	8,046	$	3,954	2.25%
Katrina Stephens		Residential mortgage	$	386,961	$	376,588	$	10,373	$	8,600	2.25%
T’aira Ugarkovich		Residential mortgage	$	358,800	$	347,420	$	11,380	$	7,956	2.25%

Name	Type of Loan		Largest Aggregate Balance 1/1/19 to 12/31/19		Principal Balance 12/31/19		Principal Paid 1/1/19 to 12/31/19		Interest Paid 1/1/19 to 12/31/19		Interest Rate
Gregory T. Barksdale		Residential mortgage	$	155,289	$	130,762	$	24,526	$	2,974	2.25%
Paul D. Bussman		Residential mortgage	$	322,128	$	317,791	$	14,337	$	7,412	2.25%
Chad T. Burks		Residential mortgage	$	351,861	$	341,618	$	10,242	$	9,784	2.25%
John A. Riley, III		Residential mortgage	$	680,321	$	660,200	$	20,121	$	15,244	2.25%
Robin Parson		Residential mortgage	$	186,194	$	179,426	$	6,768	$	4,463	2.25%
Katrina Stephens		Residential mortgage	$	397,104	$	386,961	$	10,143	$	8,831	2.25%
T’aira Ugarkovich		Residential mortgage	$	368,950	$	358,800	$	10,150	$	7,515	2.25%

These loans neither involve more than the normal risk of collection nor present other unfavorable features. Loans made to directors or executive officers, including any modification of such loans, must be approved by a majority of disinterested members of the board of directors. The interest rate on loans to directors and officers is the same as that offered to other employees.

Since January 1, 2019, other than described above, and except for loans to directors and executive officers made in the ordinary course of business that were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Cullman Savings Bank and for which management believes neither involve more than the normal risk of collection nor present other unfavorable features, we and our subsidiary have not had any transaction or series of transactions, or business relationships, nor are any such transactions or relationships proposed, in which the amount involved exceeds $120,000 and in which our directors or executive officers have a direct or indirect material interest.

Pursuant to our Policy and Procedures for Approval of Related Person Transactions, the Audit Committee periodically reviews, no less frequently than twice a year, a summary of transactions in excess of $25,000 with our directors, executive officers, and their family members, for the purpose of determining whether the transactions are within our policies and should be ratified and approved. Additionally, pursuant to our Code of Business Conduct

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and Ethics, all of our executive officers and directors must disclose any personal or financial interest in any matter that comes before New Cullman.

Executive Compensation

The following table sets forth for the year ended December 31, 2020 certain information as to the total compensation paid to our President and Chief Executive Officer and our two other most highly compensated executive officers. Each executive is referred to as a “named executive officer.”

Summary Compensation Table
Name and principal position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)(1)		Nonqualified Deferred Compensation Earnings ($)(2)		All other Compensation ($)(3)		Total ($)
John A. Riley, III, Chairman of the Board, President and Chief Executive Officer		2020		250,000		75,000		560,000		135,000		23,939		84,813		1,128,752
Robin Parson, Executive Vice President and Chief Operating Officer		2020		156,000		46,890		246,400		59,400		15,673		70,523		594,886
T’aira Ugarkovich, Executive Vice President		2020		125,000		37,500		336,000		81,000		7,121		33,172		619,793

(1) In accordance with FASB ASC Topic 718, the reported amount represents the full grant date value of each award. Since awards vest at a rate of 20% per year beginning in 2021, none of the named executive officers recognized any income from the awards during 2020. The assumptions used in the calculation of these amounts are included in footnote [•] to our audited financial statements beginning on page F-1 of this prospectus. For stock option awards, amounts reported are grant date fair values computed based upon the Black-Scholes option valuation model, and the actual value, if any, that may be realized will depend on the excess of the stock price over the exercise price on the date the option is exercised. Therefore, there is no assurance that the value of an option realized by a named executive officer will be at or near the value shown above.

(2) The non-qualified deferred compensation earnings represents the above market earnings on compensation that was deferred by each named executive officer under the amended and restated deferred incentive plan, which is described below.

(3) A break-down of the various elements of compensation in this column is set forth in the following table:

Name	All Other Compensation
	Profit Sharing ($)		Director Fees ($)		Directors’ Deferral Plan ($)		Employee Stock Ownership Plan ($)		Total All Other Compensation ($)
John A. Riley, III		42,000		21,000		6,000		15,813		84,813
Robin Parson		29,534		21,000		6,000		13,989		70,523
T’aira Ugarkovich		24,375		—		—		8,797		33,172

Benefit Plans and Agreements

Anticipated Future Employment Agreements. In connection with the conversion, Cullman Savings Bank intends to enter into new employment agreements with Mr. John A. Riley, III, Ms. Robin Parson and Ms. T’aira Ugarkovich which will be effective on the date of the conversion. Each agreement has similar terms. Commencing on the first anniversary of the agreements and on each subsequent anniversary thereafter, the agreements will be renewed for an additional year so that the remaining term will be three years, unless a notice is provided to the executive that the agreement will not renew. The current base salaries for Mr. Riley, Ms. Parson and Ms. Ugarkovich are $250,000, $156,000 and $140,000, respectively. In addition to the base salary, each agreement will provide for, among other things, participation in bonus programs and other fringe benefit plans applicable to executive employees. The executive’s employment may be terminated for cause at any time, in which event the executive would have no right to receive compensation or other benefits for any period after termination.

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Certain events resulting in the executive’s termination or resignation entitle the executive to payments of severance benefits following termination of employment. In the event of the executive’s involuntary termination for reasons other than for cause, disability or retirement, or in the event the executive resigns during the term of the agreement following (a) failure to appoint the executive to the executive position set forth in the agreement, (b) a material change in the executive’s function, duties or responsibilities resulting in a reduction of the responsibility, scope, or importance of executive’s position, (c) relocation of the executive’s office by more than 25 miles, (d) a material reduction in the benefits or perquisites paid to the executive unless such reduction is part of a reduction that is generally applicable to officers or employees of Cullman Savings Bank, or (e) a material breach of the employment agreement by Cullman Savings Bank, then the executive would be entitled to a severance payment in the form of a cash lump sum equal to (a) two times (three times for Mr. Riley) the sum of (i) the highest rate of base salary paid to the executive at any time, and (ii) the highest bonus paid to the executive at any time during the prior three years. In addition, the executive would be entitled to receive a lump sum payment equal to the present value of the contributions that would reasonably have been expected to be made on executive’s behalf under Cullman Savings Bank’s defined contribution plans (e.g., our 401(k) Plan or Employee Stock Ownership Plan) if the executive had continued working for two full calendar years earning the salary that would have been achieved during such period. Internal Revenue Code Section 409A may require that a portion of the above payments cannot be made until six months after termination of employment if the executive is a “key employee” under Internal Revenue Service rules. In addition, the executive would be entitled, at no expense to the executive, to the continuation of life insurance and non-taxable medical and dental coverage for two (three for Mr. Riley) full calendar years, or, if participation by the executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject Cullman Savings Bank to penalties, then Cullman Savings Bank shall pay the executive a cash lump sum payment reasonably estimated to be equal to the cost of such non-taxable medical and dental benefits.

In the event of a change in control of Cullman Savings Bank or New Cullman, followed by the executive’s involuntary termination other than for cause, disability or retirement, or resignation for one of the reasons set forth above within 18 months thereafter, the executive would be entitled to a severance payment in the form of a cash lump sum equal to (a) two times (three times for Mr. Riley) the sum of (i) the highest rate of base salary paid to the executive at any time, and (ii) the highest bonus paid to the executive with respect to the three completed fiscal years prior to the change of control, plus (b) a lump sum equal to the present value of the contributions that would reasonably have been expected to be made on the executive’s behalf under Cullman Savings Bank’s defined contribution plans (e.g., 401(k) Plan and Employee Stock Ownership Plan) if the executive had continued working for two (three for Mr. Riley) full calendar years, earning the salary that would have been achieved during such period. In addition, the executive would be entitled, at no expense to the executive, to the continuation of life insurance and non-taxable medical and dental coverage for 24 (36 for Mr. Riley) months following the termination of two full calendar years employment, or if providing such benefits would subject Cullman Savings Bank to penalties, then Cullman Savings Bank shall pay the executive a cash lump sum payment reasonably estimated to be equal to the cost of such non-taxable medical and dental benefits. In the event payments made to the executive include an “excess parachute payment” as defined in Section 280G of the Internal Revenue Code, such payments will be cutback by the minimum dollar amount necessary to avoid this result.

Under each employment agreement, if an executive becomes disabled within the meaning of such term under Section 409A of the Internal Revenue Code, the executive shall receive benefits under any short-term or long-term disability plans maintained by Cullman Savings Bank.

Upon termination of the executive’s employment, the executive shall be subject to certain restrictions on their ability to compete for a period of six months following termination of employment, or to solicit business or employees of Cullman Savings Bank and New Cullman for a period of one year following termination of employment.

Amended and Restated Deferred Incentive Plan. Cullman Savings Bank maintains an Amended and Restated Deferred Incentive Plan whereby Mr. Riley, Ms. Parson and Ms. Ugarkovich receive an annual amount credited to their account. The executives do not contribute to the plan. For 2020, Mr. Riley, Ms. Parson and Ms. Ugarkovich would receive an award of 20% of base salary if the return on assets is 1.10% or greater. The specific

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goals are determined annually and are subject to the discretion of the board of directors. For 2020, the board of directors set the specific goals in consultation with our President and Chief Executive Officer. The Amended and Restated Deferred Incentive Plan, which is an unfunded plan, provides that each annual award is credited with an assumed annual return equal to the greater of an interest rate equal to 6% or 10 times Cullman Savings Bank’s return on assets for the most recently completed year, but not to exceed an interest rate of 10%. In addition, each annual award is subject to a five-year cliff vesting schedule and executives will become 100% vested upon a change in control, death, disability or retirement. Executives will receive a distribution upon termination of service, or if earlier, the occurrence of an unforeseen emergency, death, disability or change in control.

Life Insurance Agreements. Cullman Savings Bank has purchased life insurance policies for Mr. Riley, Ms. Parson and Ms. Ugarkovich. Under the agreements, the beneficiaries of Mr. Riley, Ms. Parson and Ms. Ugarkovich are entitled to a death benefit paid by the insurer from the policy proceeds equal to $175,000, $175,000 and $175,000, respectively.

Profit Sharing Plan. Cullman Savings Bank maintains a tax-qualified defined contribution plan for eligible employees (the “Profit Sharing Plan”). All employees who are at least 19 years old who have completed at least one year of entry service are eligible to participate in the Profit Sharing Plan. The Bank may make an annual discretionary contribution to the Profit Sharing Plan, which is shared among all eligible participants, including the named executive officers. Participants may not make any contributions to the Profit Sharing Plan but they may direct the investments of their account balances. To be eligible to share in the discretionary profit sharing contribution, a participant must be employed on December 31. A participant will also be eligible to share in the profit sharing contribution if he or she was an active participant at any time during the plan year and retired, died or became totally disabled. The discretionary profit sharing contribution is divided among participants on the basis of each participant’s proportional share of compensation relative to all participants. Participants become 100% vested in the contributions made to their account upon the completion of three years of service. In 2020, Cullman Savings Bank made a discretionary contribution in the amount of $460,000 to the Profit Sharing Plan.

Employee Stock Ownership Plan. Cullman Savings Bank maintains an employee stock ownership plan. Eligible employees who have attained age 19 and completed 1,000 hours of service during a continuous 12-month period are eligible to participate in the plan. In 2009, the employee stock ownership plan trust borrowed funds from Old Cullman and used those funds to purchase 98,500 shares of Old Cullman common stock. Collateral for the loan is the common stock purchased by the employee stock ownership plan. The loan will be repaid principally from Cullman Savings Bank discretionary contributions to the employee stock ownership plan and the last loan payment is scheduled to occur on December 31, 2021. The loan documents provide that the loan may be repaid over a shorter period, without penalty for prepayments. The interest rate for the employee stock ownership plan loan is an adjustable rate equal to the prime rate, as published in The Wall Street Journal. The interest rate adjusts annually and is the prime rate on the first business day of the calendar year, retroactive to January 1 of such year. Shares purchased by the employee stock ownership plan are held in a suspense account for allocation among participants as the loan is repaid.

Contributions to the employee stock ownership plan and shares released from the suspense account in an amount proportional to the repayment of the employee stock ownership plan loan are allocated among employee stock ownership plan participants on the basis of compensation in the year of allocation. Participants become 100% vested upon the completion of three years of service. Participants also become fully vested automatically upon normal retirement, death or disability, or termination of the employee stock ownership plan. Generally, participants receive distributions from the employee stock ownership plan upon separation from service. The employee stock ownership plan reallocates any unvested shares forfeited upon termination of employment among the remaining participants.

The employee stock ownership plan permits participants to direct the trustee as to how to vote the shares of common stock allocated to their accounts. The trustee votes unallocated shares and allocated shares for which participants do not provide instructions on any matter in the same ratio as those shares for which participants provide instructions, subject to fulfillment of the trustee’s fiduciary responsibilities.

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In connection with the conversion, we expect the employee stock ownership plan to purchase up to 8% of the shares of New Cullman common stock sold in the offering and issued to the charitable foundation. We anticipate that the employee stock ownership plan will fund its stock purchase with a loan from New Cullman equal to the aggregate purchase price of the common stock. The loan will be repaid principally through Cullman Savings Bank’s contribution to the employee stock ownership plan and dividends payable on common stock held by the employee stock ownership plan over the anticipated 25-year term of the loan. It is expected that the original employee stock ownership plan loan, described above, will be refinanced and rolled into the loan to be received by the employee stock ownership plan loan from New Cullman in connection with the conversion. If market conditions warrant, in the judgment of its trustees, the employee stock ownership plan’s subscription order will not be filled and the employee stock ownership plan may elect to purchase shares in the open market following the completion of the conversion, subject to applicable regulatory approvals.

Outstanding Equity Awards at Fiscal Year End. The following table sets forth information with respect to outstanding equity awards as of December 31, 2020 for the named executive officers.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Name	Option awards					Stock awards
	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable	Option exercise price ($)	Option expiration date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($) (1)
John A. Riley, III		—	30,000	28.00	8/18/2030		20,000	440,000
Robin Parson		—	13,200	28.00	8/18/2030		8,800	193,600
T’aira Ugarkovich		—	18,000	28.00	8/18/2030		12,000	264,000

(1) Based on a closing price of Old Cullman’s common stock of $22.00 as of December 31, 2020.

2020 Equity Incentive Plan. In 2020, stockholders approved the Cullman Bancorp, Inc. 2020 Equity Incentive Plan (the “2020 Equity Incentive Plan”), which provides for the grant of stock-based awards to our directors and executive officers.

The 2020 Equity Incentive Plan authorizes the issuance or delivery to participants of up to 200,000 shares of Old Cullman’s common stock pursuant to grants of incentive and non-qualified stock options and restricted stock awards. Of this number, the maximum number of shares of Old Cullman common stock that may be issued under the 2020 Equity Incentive Plan pursuant to the exercise of stock option is 120,000, and the maximum number of shares of Old Cullman common stock that may be issued as restricted stock awards is 80,000 shares.

The 2020 Equity Incentive Plan is administered by the members of the Compensation Committee (the “Committee”) who are “Disinterested Board Members,” as defined in the 2020 Equity Incentive Plan. The Committee has full and exclusive power within the limitations set forth in the 2020 Equity Incentive Plan to make decisions and determinations regarding: (1) the selection of participants and the granting of awards; (2) establishing the terms and conditions relating to each award; (3) adopting rules, regulations and guidelines for carrying out the 2020 Equity Incentive Plan’s purposes; and (4) interpreting the provisions of the 2020 Equity Incentive Plan and any award agreement. The 2020 Equity Incentive Plan also permits the Committee to delegate all or part of its responsibilities and powers to any person or persons selected by it.

Employees and outside directors are eligible to receive awards under the Equity Incentive Plan. Awards may be granted in a combination of restricted stock awards, incentive stock options, and non-qualified stock options. The exercise price of stock options granted under the Equity Incentive Plan may not be less than the fair market value on the date the stock option is granted. Stock options are subject to vesting conditions and restrictions as determined by the Committee. Stock awards under the 2020 Equity Incentive Plan will be granted only in whole shares of common stock. All shares of restricted stock and all stock option grants will be subject to conditions established by the Committee that are set forth in the applicable award agreement.

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To date, all stock options and restricted stock awards are subject to time-based vesting and vest over a five-year period, with 20% of the awards vesting each year. The recipients of restricted stock awards are entitled to receive any cash dividends paid on all restricted stock awards, whether such awards are vested or not, and have voting rights consistent with the holders of our common stock generally.

Directors’ Compensation

The following table sets forth for the year ended December 31, 2020 certain information as to the total compensation we paid to our non-employee directors. Mr. Riley and Ms. Parson received director fees of $21,000 for the year ended December 31, 2020, which is included in above Summary Compensation Table.

	Director Compensation Table For the Year Ended December 31, 2020
Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Option Awards ($)(1)		Nonqualified Deferred Compensation Earnings ($)(2)		All Other Compensation ($)(3)		Total ($)
Gregory T. Barksdale		21,000		112,000		27,000		1,891		6,000		167,891
Chad T. Burks		21,000		112,000		27,000		570		6,000		166,570
Paul D. Bussman		21,000		112,000		27,000		13,156		6,000		179,156
Kim J. Chaney (4)		5,250		—		—		21,792		1,500		28,542
Nancy McClellan		21,000		112,000		27,000		42,570		6,000		208,570
Lynne Morton		15,750		112,000		27,000		—		—		154,750

(1) In accordance with FASB ASC Topic 718, the reported amount represents the full grant date value of each award. Since awards vest at a rate of 20% per year beginning in 2021, none of the directors recognized any income from the awards during 2020. The assumptions used in the calculation of these amounts are included in footnote 14 to our audited financial statements beginning on page F-1 of this prospectus. For stock option awards, amounts reported are grant date fair values computed based upon the Black-Scholes option valuation model, and the actual value, if any, that may be realized will depend on the excess of the stock price over the exercise price on the date the option is exercised. Therefore, there is no assurance that the value of an option realized by a director will be at or near the value shown above. Each director holds 4,000 unvested restricted stock awards as of December 31, 2020.

(2) The non-qualified deferred compensation earnings represents the above market earnings on compensation that was deferred by each director under the Amended and Restated Directors’ Deferred Compensation Plan, which is described below.

(3) Reflects Cullman Savings Bank’s matching contribution under the Amended and Restated Directors’ Cash Compensation Deferral Plan.

(4) Judge Chaney retired from the board of directors in March 2020.

Director Fees. Cullman Savings Bank pays each director a fee of $1,750 for each board meeting attended. No separate fees are paid for committee meetings attended or for service as committee chairmen. Old Cullman does not pay any meeting or committee fees.

Amended and Restated Directors’ Deferred Compensation Plan. Cullman Savings Bank maintains a Directors’ Cash Compensation Deferral Plan whereby directors may elect to defer a minimum of 25% and a maximum of 100% of their board fees until the later of age 65 or termination of service, or if earlier, the occurrence of an unforeseen emergency, death, disability or change in control. The Directors’ Cash Compensation Deferral Plan, which is an unfunded plan, provides for an annual matching contribution equal to 100% of the elected deferral amount, not to exceed $6,000 annually, and an assumed annual return on deferred amounts equal to the greater of an interest rate equal to 6% or 10 times Cullman Savings Bank’s return on assets for the most recently completed year, but not to exceed an interest rate of 10%.

In the event Mr. Riley, Dr. Bussman or Ms. McClellan die before a termination of service as a director, their beneficiaries will be paid a death benefit determined by assuming the director had remained in service until age 65 and elected the maximum deferral and received the maximum matching contribution each year reduced by the amount of life insurance proceeds payable upon such death (which is specified in each director’s Split Dollar Agreement). Cullman Savings Bank elected to fund this death benefit through the purchase of life insurance policies on the life of each director. The dollar value of the premiums paid on the life insurance policies is provided below. If Messrs. Barksdale, Burks, Ms. Morton or Ms. Parson die before a termination of service as a director, their Barksdale, Burks, Ms. Morton or Ms. Parson’s beneficiaries will be paid a death benefit equal to the vested

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accrued balance under the Directors’ Cash Compensation Deferral Plan. If a director dies after he or she terminates service as a director, the director’s beneficiary will receive only the unpaid portion of the director’s account.

Split Dollar Agreements. In connection with the initial implementation of the Amended and Restated Directors’ Cash Compensation Deferral Plan, Cullman Savings Bank purchased insurance policies on the lives of the directors and entered into endorsement Split Dollar Agreements with each of our directors. Under the Split Dollar Agreements, upon a director’s death while he or she was a director of Cullman Savings Bank, the director’s beneficiary will be paid a death benefit equal to the lesser of (i) 100% of the portion of the insurance proceeds designated in each director’s Split Dollar Agreement, or (ii) the director’s death benefit as calculated under the Cash Compensation Deferral Plan. In the event of the director’s death as of December 31, 2020, the beneficiaries of Mr. Riley, Dr. Bussman, Ms. McClellan would receive a death benefit of $1,661,000, $652,000 and $576,000, respectively. The amount of this benefit is reduced from the amount of the death benefit payable under the Cash Compensation Deferral Plan.

In the event a director dies after he or she terminated service as a director for any reason, including retirement, he or she will not be entitled to any benefits under his or her Split Dollar Agreement. The Split Dollar Agreement may be terminated at any time by Cullman Savings Bank or the director, by written notice to the other. The Split Dollar Agreement will also terminate automatically if a director ceases to serve as a member of the board of directors for any reason except death, upon the surrender, cessation of Cullman Savings Bank’s business or upon bankruptcy, receivership or dissolution of Cullman Savings Bank. Upon termination, the director forfeits any right in the death benefit and Cullman Savings Bank may retain or terminate the insurance policy in its sole discretion.

Benefits to be Considered Following Completion of the Conversion

Stock-Based Benefit Plans. Following the offering, we intend to adopt one or more new stock-based benefit plans that will provide for grants of stock options and restricted stock awards (including restricted stock units). The stock-based benefit plans will not be adopted sooner than six months after the offering, and, if adopted within 12 months after the offering, stockholders must approve the plans by a majority of the votes eligible to be cast. If the stock-based benefit plans are established more than 12 months after the offering, stockholders must approve the plans by a majority of votes cast. Also, if adopted within 12 months following the completion of the conversion, the aggregate number of shares reserved for the exercise of stock options or available for stock awards under the stock-based benefit plans would be limited to 10% and 4%, respectively, of the shares sold in the offering.

The following additional restrictions would apply to our stock-based benefit plans if we adopt such plans within 12 months after the offering:

• non-employee directors in the aggregate may not receive more than 30% of the options and restricted stock awards authorized under the plans;

• any one non-employee director may not receive more than 5% of the options and restricted stock awards authorized under the plans;

• any officer or employee may not receive more than 25% of the options and restricted stock awards authorized under the plans;

• any tax-qualified employee stock benefit plans and restricted stock plans, in the aggregate, may not acquire more than 10% of the shares sold in the offering, unless Cullman Savings Bank has tangible capital of 10% or more, in which case tax-qualified employee stock benefit plans and restricted stock plans may acquire up to 12% of the shares sold in the offering;

• the options and restricted stock awards may not vest more rapidly than 20% per year, beginning on the first anniversary of stockholder approval of the plans;

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• accelerated vesting is not permitted except for death, disability or upon a change in control of New Cullman or Cullman Savings Bank; and

• our executive officers or directors must exercise or forfeit their options if Cullman Savings Bank becomes critically undercapitalized, is subject to enforcement action or receives a capital directive.

We have not determined whether we will present stock-based benefit plans for stockholder approval before or after 12 months after the completion of the conversion.

We may obtain the shares needed for our stock-based benefit plans by issuing additional shares of common stock from authorized but unissued shares or through stock repurchases.

The actual value of the shares awarded under stock-based benefit plans would be based in part on the price of New Cullman’s common stock at the time the shares are awarded. The following table presents the total value of all shares of restricted stock that would be available for issuance under the new stock-based benefit plans, assuming the shares are awarded when the market price of our common stock ranges from $8.00 per share to $14.00 per share.

Share Price		114,643 Shares Awarded at Minimum of Offering Range		134,874 Shares Awarded at Midpoint of Offering Range		155,106 Shares Awarded at Maximum of Offering Range		178,372 Shares Awarded at Adjusted Maximum of Offering Range
(In thousands, except share price information)
$	8.00	$	917	$	1,079	$	1,241	$	1,427
	10.00		1,146		1,349		1,551		1,784
	12.00		1,376		1,618		1,861		2,140
	14.00		1,605		1,888		2,171		2,497

The grant-date fair value of the options granted under the new stock-based benefit plans will be based in part on the price of shares of common stock of New Cullman at the time the options are granted. The value also will depend on the various assumptions utilized in the option pricing model ultimately adopted. The following table presents the total estimated value of the options to be available for grant under the stock-based benefit plans, assuming the market price and exercise price for the stock options are equal and the range of market prices for the shares is $8.00 per share to $14.00 per share. The Black-Scholes option pricing model provides an estimate only of the fair value of the stock options, and the actual value of the stock options may differ significantly from the value set forth in this table.

Exercise Price		Grant-Date Fair Value Per Option		286,609 Options at Minimum of Offering Range		337,187 Options at Midpoint of Offering Range		387,765 Options at Maximum of Offering Range		445,930 Options at Adjusted Maximum of Offering Range
(In thousands, except exercise price and fair value information)
$	8.00	$	2.07	$	593	$	698	$	803	$	923
	10.00		2.59		742		873		1,004		1,155
	12.00		3.11		891		1,049		1,206		1,387
	14.00		3.63		1,040		1,224		1,408		1,619

The tables presented above are provided for informational purposes only. There can be no assurance that our stock price will not trade below $10.00 per share. Before you make an investment decision, we urge you to read this prospectus carefully, including, but not limited to, the section entitled “Risk Factors” beginning on page 20.

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BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table provides the beneficial ownership of shares of common stock of Old Cullman held by our directors and executive officers, individually and as a group, and all individuals known to management to own more than 5% of our common stock at [stockholder record date]. For purposes of this table, a person is deemed to be the beneficial owner of any shares of common stock over which he has, or shares, directly or indirectly, voting or investment power or as to which he or she has the right to acquire beneficial ownership at any time within 60 days after [stockholder record date].

	Number of Shares			Percent Outstanding (1)
5% Beneficial Owners:
Cullman Savings Bank, MHC		1,403,731			57.3	%
316 Second Avenue SW Cullman, Alabama 35055
Cullman Savings Bank Employee Stock Ownership Plan		231,534			9.4	%
316 Second Avenue SW Cullman, Alabama 35055
Directors:
Gregory T. Barksdale		21,128	(2)		*
Chad T. Burks		4,500	(2)		*
Dr. Paul D. Bussman		6,229	(2)		*
Nancy McClellan		15,917	(2)		*
Lynne Morton		4,250	(2)		*
Robin Parson		64,719	(3)
John A. Riley, III		113,496	(4)
Executive Officers Who Are Not Directors:
T’aira Ugarkovich		20,932	(5)		*
Katrina Stephens		9,489	(6)		*
All directors and executive officers as a group (9 persons)		260,660			%

* Less than 1%.

(1) Based on 2,450,408 shares outstanding at [stockholder record date].

(2) Includes 4,000 shares of unvested restricted stock.

(3) Includes 8,800 shares of unvested restricted stock.

(4) Includes 20,000 shares of unvested restricted stock and 51,544 shares held by our employee stock ownership plan.

(5) Includes 12,000 shares of unvested restricted stock and 31,771 shares held by our employee stock ownership plan.

(6) Includes 4,800 shares of unvested restricted stock and 4,049 shares held by our employee stock ownership plan.

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SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS

The table below sets forth, for each of New Cullman’s directors and executive officers, and for all of these individuals as a group, the following information:

(i) the number of exchange shares to be held upon completion of the conversion, based upon their beneficial ownership of Old Cullman common stock at [stockholder record date], as set forth in “Beneficial Ownership of Common Stock”;

(ii) the proposed purchases of subscription shares, assuming sufficient shares of common stock are available to satisfy their subscriptions; and

(iii) the total shares of common stock to be held upon completion of the conversion.

In each case, it is assumed that subscription shares are sold at the minimum of the offering range. See “The Conversion and Offering—Additional Limitations on Common Stock Purchases.” Federal regulations prohibit our directors and officers from selling the shares they purchase in the offering for one year after the date of purchase.

	Number of	Proposed Purchases of Stock			Total Common Stock to be Held at Minimum of Offering Range (1)(3)
	Exchange	in the Offering (2)				Percentage
Name of Beneficial Owner	Shares to Be Held (1)	Number of Shares	Amount		Number of Shares	of Shares Outstanding
Gregory T. Barksdale				$			*	%
Chad T. Burks							*
Dr. Paul D. Bussman							*
Nancy McClellan							*
Lynne Morton
Robin Parson
John A. Riley, III							*
T’aira Ugarkovich							*
Katrina Stephens							*
All Directors and Executive Officers as a Group				$			%

* Less than 1%.

(1) Based on information presented under “Beneficial Ownership of Common Stock,” and assuming an exchange ratio of 1.8094 at the minimum of the offering range.

(2) Includes proposed subscriptions, if any, by associates.

(3) Assuming an exchange ratio of 2.8153 at the adjusted maximum of the offering range, directors and executive officers would beneficially own                  shares, or                 % of our outstanding shares of common stock.

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THE CONVERSION AND OFFERING

The boards of directors of Cullman Savings Bank, MHC and Old Cullman have approved the plan of conversion. The plan of conversion must also be approved by the stockholders of Old Cullman and the members of Cullman Savings Bank, MHC (i.e., eligible depositors of Cullman Savings Bank). Special meetings of stockholders and members have been called for this purpose. We have filed applications with the Federal Reserve Board with respect to the conversion and with respect to New Cullman becoming the holding company for Cullman Savings Bank. The approval of the Federal Reserve Board is required before we can consummate the conversion and issue shares of common stock. We have also filed an application with the Office of the Comptroller of the Currency with respect to amendments to Cullman Savings Bank’s charter. The approval of the Office of the Comptroller of the Currency is required before we can consummate the conversion and issue shares of common stock. Any approval by the Federal Reserve Board or the Office of the Comptroller of the Currency does not constitute a recommendation or endorsement of the plan of conversion.

General

Pursuant to the plan of conversion, our organization will convert from the mutual holding company form of organization to the fully stock form. Cullman Savings Bank, MHC will be merged into Old Cullman and as a result Cullman Savings Bank, MHC will cease to exist. Old Cullman, which owns 100% of the outstanding common stock of Cullman Savings Bank, will merge into a new Maryland corporation named New Cullman and as a result Old Cullman will cease to exist. As part of the conversion, the 57.3% ownership interest of Cullman Savings Bank, MHC in Old Cullman will be offered for sale in the offering. When the conversion is completed, New Cullman will own all of the outstanding common stock of Cullman Savings Bank and public stockholders (including our charitable foundations) will own all of the outstanding common stock of New Cullman. A diagram of our corporate structure before and after the conversion is set forth in the “Summary” section of this prospectus.

Under the plan of conversion, at the completion of the conversion and offering, each share of Old Cullman common stock owned by persons other than Cullman Savings Bank, MHC will be converted automatically into the right to receive new shares of New Cullman common stock determined pursuant to an exchange ratio. The exchange ratio will ensure that immediately after the exchange of existing shares of Old Cullman for new shares of New Cullman the public stockholders will own the same aggregate percentage of shares of common stock of New Cullman that they owned in Old Cullman immediately before the conversion, excluding any shares they purchased in the offering, their receipt of cash paid in lieu of fractional shares and the effect of shares issued to the charitable foundation, and adjusted downward to reflect certain assets held by Cullman Savings Bank, MHC.

We intend to retain between $10.7 million and $17.1 million of the net proceeds of the offering and to contribute between $13.1 million and $20.8 million of the net proceeds to Cullman Savings Bank. The conversion will be consummated only upon the issuance of at least the minimum number of shares of our common stock offered pursuant to the plan of conversion.

The plan of conversion provides that we will offer shares of common stock for sale in the subscription offering to eligible account holders, our tax-qualified employee benefit plans, including our employee stock ownership plan, supplemental account holders, and other members (qualifying depositors). In addition, we may offer common stock for sale in a community offering to members of the general public, with a preference given to natural persons (including trusts of natural persons) residing in Cullman County, Alabama.

We have the right to accept or reject, in whole or in part, any orders to purchase shares of the common stock received in the community offering. The community offering may begin concurrently with, during or after the subscription offering and must be completed within 45 days after the completion of the subscription offering unless otherwise extended by the Federal Reserve Board. See “—Community Offering.”

We also may offer for sale shares of common stock not purchased in the subscription or community offerings in a syndicated community offering in which Raymond James will be sole manager. See “—Syndicated Community Offering.”

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We determined the number of shares of common stock to be offered in the offering based upon an independent valuation appraisal of the estimated pro forma market value of New Cullman. All shares of common stock to be sold in the offering will be sold at $10.00 per share. Investors will not be charged a commission to purchase shares of common stock. The independent valuation will be updated and the final number of shares of common stock to be issued in the offering will be determined at the completion of the offering. See “—Stock Pricing and Number of Shares to be Issued” for more information as to the determination of the estimated pro forma market value of the common stock.

The following is a brief summary of the conversion and offering and is qualified in its entirety by reference to the provisions of the plan of conversion. A copy of the plan of conversion is available for inspection at each office of Cullman Savings Bank. The plan of conversion is also filed as an exhibit to Cullman Savings Bank, MHC’s application for conversion, of which this prospectus is a part, copies of which may be obtained from the Federal Reserve Board. The plan of conversion is also filed as an exhibit to the registration statement we have filed with the Securities and Exchange Commission, of which this prospectus is a part. Copies of the registration statement may be obtained from the Securities and Exchange Commission or online at the Securities and Exchange Commission’s website (www.sec.gov). See “Where You Can Find Additional Information.”

Reasons for the Conversion

Our primary reasons for converting and undertaking the stock offering are to:

• Facilitate future mergers and acquisitions. Although we do not currently have any understandings or agreements regarding any specific acquisition transaction, the stock holding company structure will give us greater flexibility to structure, and make us a more attractive and competitive bidder for, mergers and acquisitions of other financial institutions or financial service companies as opportunities arise. The additional capital raised in the offering also will enable us to consider larger merger transactions. In addition, although we intend to remain an independent financial institution, the stock holding company structure may make us a more attractive acquisition candidate for other institutions. Applicable regulations prohibit anyone from acquiring or offering to acquire more than 10% of our stock for three years following completion of the conversion without regulatory approval.

• Improve the liquidity of our shares of common stock. We expect that the larger number of shares that will be outstanding after completion of the conversion and offering, as well as our shares of stock being traded on the Nasdaq Capital Market, will result in a more liquid and active market for New Cullman common stock. A more liquid and active market will make it easier for our stockholders to buy and sell our common stock and will give us greater flexibility in implementing capital management strategies.

• Transition our organization to a stock holding company structure, which gives us greater flexibility to access the capital markets compared to our existing mutual holding company structure. The stock holding company structure gives us greater flexibility to access the capital markets to support our growth through possible future equity and debt offerings. We have no current plans, agreements or understandings regarding any additional equity or debt offerings.

• Facilitate our stock holding company’s ability to pay dividends to our public stockholders. Current regulations of the Federal Reserve Board substantially restrict the ability of Cullman Savings Bank, MHC to waive dividends declared by Old Cullman. Accordingly, because any dividends declared and paid by Old Cullman have been paid to Cullman Savings Bank, MHC along with all other stockholders, the amount of dividends available for all other stockholders has been less than if Cullman Savings Bank, MHC were to waive the receipt of dividends. The conversion will eliminate our mutual holding company structure and will facilitate our ability to

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pay dividends to all stockholders of New Cullman, subject to legal, regulatory and financial considerations applicable to all financial institutions. See “Our Dividend Policy.”

• Enhance our regulatory capital position to support growth. A strong capital position is essential to achieving our long-term objectives of growing Cullman Savings Bank and building stockholder value. Although Cullman Savings Bank significantly exceeds all regulatory capital requirements, the proceeds from the offering will materially strengthen our capital position and enable us to support our potential growth and expansion through larger legal lending limits. The augmented regulatory capital will be essential to the continued implementation of our business strategy.

Approvals Required

The affirmative vote of a majority of the total votes eligible to be cast by the members of Cullman Savings Bank, MHC (i.e., eligible depositors of Cullman Savings Bank) is required to approve the plan of conversion. By their approval of the plan of conversion, the members of Cullman Savings Bank, MHC will also be approving the merger of Cullman Savings Bank, MHC with and into Old Cullman. The affirmative vote of the holders of at least two-thirds of the outstanding shares of common stock of Old Cullman and the affirmative vote of the holders of a majority of the outstanding shares of common stock of Old Cullman held by the public stockholders of Old Cullman (i.e., all stockholders other than Cullman Savings Bank, MHC) also are required to approve the plan of conversion. We have filed applications with the Federal Reserve Board with respect to the conversion and with respect to New Cullman becoming the holding company for Cullman Savings Bank. The approval of the Federal Reserve Board is required before we can consummate the conversion and issue shares of common stock. The Office of the Comptroller of the Currency must also approve an amendment to Cullman Savings Bank’s charter to establish a liquidation account. The approval of the Office of the Comptroller of the Currency is required before we can consummate the conversion and issue shares of common stock.

The affirmative vote of a majority of the total votes eligible to be cast by the members of Cullman Savings Bank, MHC is required to approve the contribution to the charitable foundation. The affirmative vote of the holders of at least two-thirds of the outstanding shares of common stock of Old Cullman and the affirmative vote of the holders of a majority of the outstanding shares of common stock of Old Cullman held by the public stockholders of Old Cullman (i.e., all stockholders other than Cullman Savings Bank, MHC) also are required to approve the contribution to the charitable foundation. However, member and stockholder approval of the contribution to the charitable foundation is not a condition to the completion of the conversion and offering.

Share Exchange Ratio for Current Stockholders

At the completion of the conversion, each publicly held share of Old Cullman common stock will be converted automatically into the right to receive a number of shares of New Cullman common stock. The number of shares of common stock will be determined pursuant to the exchange ratio, which ensures that the public stockholders will own the same percentage of common stock in New Cullman after the conversion as they held in Old Cullman immediately before the conversion, exclusive of their purchase of additional shares of common stock in the offering, their receipt of cash in lieu of fractional exchange shares and the effect of shares issued to the charitable foundation, and adjusted downward to reflect certain assets held by Cullman Savings Bank, MHC. The exchange ratio will not depend on the market value of Old Cullman common stock. The exchange ratio will be based on the percentage of Old Cullman common stock held by the public, the independent valuation of New Cullman prepared by Keller & Company, Inc., and the number of shares of common stock issued in the offering. The exchange ratio is expected to range from approximately 1.8094 shares for each publicly held share of Old Cullman at the minimum of the offering range to 2.8153 shares for each publicly held share of Old Cullman at the adjusted maximum of the offering range.

The following table shows how the exchange ratio will adjust, based on the appraised value of New Cullman as of February 12, 2021, assuming public stockholders of Old Cullman own 42.7% of the outstanding shares of Old Cullman common stock and Cullman Savings Bank, MHC has cash of $2.6 million immediately before the completion of the conversion. The table also shows how many shares of New Cullman a hypothetical

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owner of Old Cullman common stock would receive in the exchange for 100 shares of common stock owned at the completion of the conversion, depending on the number of shares issued in the offering.

	Shares to be Sold in This Offering		Shares of New Cullman to be Issued for Shares of Old Cullman		Shares to be Issued to Charitable Foundation		Total Shares of Common Stock to be Issued in Exchange and Offering	Exchange Ratio	Equivalent Value of Shares Based Upon Offering Price (1)	Equivalent Pro Forma Tangible Book Value Per Exchanged Share (2)	Whole Shares to be Received for 100 Existing Shares (3)
	Amount	Percent	Amount	Percent	Amount	Percent
Minimum	2,770,891	58.2%	1,893,909	39.8%	95,200	2.0%	4,760,000	1.8094	$18.09	$31.34	180
Midpoint	3,259,872	58.2%	2,228,128	39.8%	112,000	2.0%	5,600,000	2.1288	21.29	32.98	212
Maximum	3,748,853	58.2%	2,562,347	39.8%	128,800	2.0%	6,440,000	2.4481	24.48	34.59	244
Adjusted Maximum	4,311,181	58.2%	2,946,699	39.8%	148,120	2.0%	7,406,000	2.8153	28.15	36.49	281

(1) Represents the value of shares of New Cullman common stock to be received in the conversion by a holder of one share of Old Cullman, pursuant to the exchange ratio, based upon the $10.00 per share offering price.

(2) Represents the pro forma tangible book value per share at each level of the offering range multiplied by the respective exchange ratio. At December 31, 2020, Old Cullman’s tangible book value per share was $23.81.

(3) Cash will be paid in lieu of fractional shares.

Options to purchase shares of Old Cullman common stock that are outstanding immediately before the completion of the conversion will be converted into options to purchase shares of New Cullman common stock, with the number of shares subject to the option and the exercise price per share to be adjusted based upon the exchange ratio. The aggregate exercise price, term and vesting period of the options will remain unchanged.

Effects of Conversion

Continuity. The conversion will not affect the normal business of Cullman Savings Bank of accepting deposits and making loans. Cullman Savings Bank will continue to be a federally chartered savings bank and will continue to be regulated by the Office of the Comptroller of the Currency. After the conversion, Cullman Savings Bank will continue to offer existing services to depositors, borrowers and other customers. The directors of Old Cullman serving at the time of the conversion will be the directors of New Cullman upon the completion of the conversion.

Effect on Deposit Accounts. Pursuant to the plan of conversion, each depositor of Cullman Savings Bank at the time of the conversion will automatically continue as a depositor after the conversion, and the deposit balance, interest rate and other terms of such deposit accounts will not change as a result of the conversion. Each such account will be insured by the Federal Deposit Insurance Corporation to the same extent as before the conversion. Depositors will continue to hold their existing certificates and other evidences of their accounts.

Effect on Loans. No loan outstanding from Cullman Savings Bank will be affected by the conversion, and the amount, interest rate, maturity and security for each loan will remain as it was contractually fixed before the conversion.

Effect on Voting Rights of Depositors. Depositors of Cullman Savings Bank are members of, and have voting rights in, Cullman Savings Bank, MHC, as to all matters requiring a vote of members. Upon completion of the conversion, depositors will no longer have voting rights. All voting rights in Cullman Savings Bank will be vested in New Cullman as the sole stockholder of Cullman Savings Bank. The stockholders of New Cullman will possess exclusive voting rights with respect to New Cullman common stock.

Tax Effects. We have received an opinion of counsel with regard to the federal income tax consequences of the conversion and an opinion of our tax advisor with regard to the Alabama income tax consequences of the conversion to the effect that the conversion will not be a taxable transaction for federal or state income tax purposes

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to Cullman Savings Bank, MHC, Old Cullman, Cullman Savings Bank, the public stockholders of Old Cullman (except for cash paid for fractional shares), eligible account holders, supplemental eligible account holders, or other members. See “—Material Income Tax Consequences.”

Effect on Liquidation Rights. Each depositor in Cullman Savings Bank has both a deposit account in Cullman Savings Bank and a pro rata ownership interest in the net worth of Cullman Savings Bank, MHC based upon the deposit balance in his or her account. This ownership interest is tied to the depositor’s account and has no tangible market value separate from the deposit account. This ownership interest may only be realized in the event of a complete liquidation of Cullman Savings Bank, MHC and Cullman Savings Bank; however, there has never been a liquidation of a solvent mutual holding company. Any depositor who opens a deposit account prior to the completion of the offering receives a pro rata ownership interest in Cullman Savings Bank, MHC without any additional payment beyond the amount of the deposit. A depositor who reduces or closes his or her account receives a portion or all of the balance in the deposit account but nothing for his or her ownership interest in the net worth of Cullman Savings Bank, MHC, which is lost to the extent that the balance in the account is reduced or closed.

Consequently, depositors in a stock depository institution that is a subsidiary of a mutual holding company normally have no way of realizing the value of their ownership interest, which would be realizable only in the unlikely event that Cullman Savings Bank, MHC and Cullman Savings Bank are liquidated completely. If this occurs, the depositors of record at that time, as owners, would share pro rata in any residual surplus and reserves of Cullman Savings Bank, MHC after other claims, including claims of depositors to the amounts of their deposits, are paid.

Under the plan of conversion, Eligible Account Holders (as defined below) and Supplemental Eligible Account Holders (as defined below) will receive an interest in liquidation accounts maintained by New Cullman and Cullman Savings Bank in an aggregate amount equal to (i) Cullman Savings Bank, MHC’s ownership interest in Old Cullman’s total stockholders’ equity as of the date of the latest statement of financial condition included in this prospectus, plus (ii) the value of the net assets of Cullman Savings Bank, MHC as of the date of the latest statement of financial condition of Cullman Savings Bank, MHC before the consummation of the conversion (excluding its ownership of Old Cullman). New Cullman and Cullman Savings Bank will hold the liquidation accounts for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain deposits in Cullman Savings Bank after the conversion. The liquidation accounts are intended to preserve for Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain their deposit accounts with Cullman Savings Bank a liquidation interest in the residual net worth, if any, of New Cullman or Cullman Savings Bank (after the payment of all creditors, including depositors to the full extent of their deposit accounts) in the event of a liquidation of (a) New Cullman and Cullman Savings Bank or (b) Cullman Savings Bank. See “—Liquidation Rights.”

Under the regulations of the Federal Reserve Board that govern mutual-to-stock conversions of mutual holding companies, non-interest-bearing demand deposit accounts do not meet the definition of qualifying deposits, and, therefore, a holder of a non-interest-bearing demand deposit account would not qualify as an eligible account holder or as a supplemental eligible account holder for purposes of obtaining a purchase priority in the stock offering or having the right to an interest in the liquidation account that is required to be established in connection with the conversion.

However, because we afforded subscription rights to holders of non-interest-bearing demand accounts in our 2009 offering in connection with our reorganization into the mutual holding company structure, we submitted to the Federal Reserve Board a request for a waiver from this regulation and the Federal Reserve Board has granted the request. As a result, a depositor of Cullman Savings Bank who has an eligible non-interest-bearing demand deposit account as of the eligibility record date or the supplemental eligibility record date will be deemed to be an eligible account holder or a supplemental eligible account holder, as applicable, by reason of this account.

The inclusion of depositors with non-interest-bearing demand deposits as eligible account holders and supplemental eligible account holders will have a dilutive effect on other qualifying depositors with respect to their stock purchase priorities. It will also have a dilutive effect on the interest of all other eligible account holders and

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supplemental eligible account holders with respect to the liquidation account that will be established in connection with the conversion.

Stock Pricing and Number of Shares to be Issued

The plan of conversion and applicable regulations require that the aggregate purchase price of the common stock sold in the offering must be based on the appraised pro forma market value of the common stock, as determined by an independent valuation. We have retained Keller & Company, Inc. to prepare an independent valuation appraisal. For its services in preparing the initial valuation and one valuation update, Keller & Company, Inc. will receive a fee of $40,000, as well as payment for reimbursable expenses. During the past three years, we have not paid any fees to Keller & Company, Inc. We have agreed to indemnify Keller & Company, Inc. and its employees and affiliates for certain costs and expenses in connection with claims or litigation relating to the appraisal and arising out of any misstatement or untrue statement of a material fact in information supplied to Keller & Company, Inc. by us or by an intentional omission by us to state a material fact in the information provided, except where Keller & Company, Inc. has been negligent or at fault.

The independent valuation was prepared by Keller & Company, Inc. in reliance upon the information contained in this prospectus, including the consolidated financial statements of Old Cullman. Keller & Company, Inc. also considered the following factors, among others:

• the present results and financial condition of Old Cullman and the projected results and financial condition of New Cullman;

• the economic and demographic conditions in Old Cullman’s existing market area;

• certain historical, financial and other information relating to Old Cullman;

• a comparative evaluation of the operating and financial characteristics of Old Cullman with those of other publicly traded savings institutions;

• the effect of the conversion and offering on New Cullman’s stockholders’ equity and earnings potential;

• the proposed dividend policy of New Cullman;

• the trading market for securities of comparable institutions and general conditions in the market for such securities.; and

• the contribution to the charitable foundation.

`The independent valuation is also based on an analysis of a peer group of publicly traded savings and loan and bank holding companies that Keller & Company, Inc. considered comparable to New Cullman under regulatory guidelines applicable to the independent valuation. Under these guidelines, a minimum of ten peer group companies are selected from the universe of all publicly traded financial institutions with relatively comparable resources, strategies and financial and other operating characteristics. Such companies must also be traded on a securities exchange (such as Nasdaq or the New York Stock Exchange). The peer group companies selected for New Cullman also consisted of fully-converted stock institutions that were not subject to an actual or rumored acquisition and that had been publicly traded for at least one year. In addition, Keller & Company, Inc. limited the peer group to companies to the following selection criteria: (i) a geographic limitation excluding institutions located in the Northeast and Northwest; (ii) assets of $1.9 billion or less; (iii) return on average assets of 2.25% or less; (iv) equity to assets of 9.0% to 22.0%; and (v) nonperforming assets to assets of 1.16% or less.

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The independent valuation appraisal considered the pro forma effect of the offering. Consistent with federal appraisal guidelines, the appraisal applied three primary methodologies: (i) the pro forma price-to-book value approach applied to both reported book value and tangible book value; (ii) the pro forma price-to-earnings approach applied to reported and core earnings; and (iii) the pro forma price-to-assets approach. The market value ratios applied in the three methodologies were based on the current market valuations of the peer group companies. Keller & Company, Inc. placed the greatest emphasis on the price-to-earnings and price-to-book approaches in estimating pro forma market value. Keller & Company, Inc. did not consider a pro forma price-to-assets approach to be as meaningful in preparing the appraisal, as this approach is more meaningful when a company has low equity or earnings. The price-to-assets approach is less meaningful for a company like us, as we have equity in excess of regulatory capital requirements and positive core earnings.

In applying each of the valuation methods, Keller & Company, Inc. considered adjustments to the pro forma market value based on a comparison of New Cullman with the peer group. Keller & Company, Inc. made In comparing New Cullman with the peer group, Keller & Company, Inc. made modest upward adjustments for earnings and financial condition. Keller & Company, Inc. made downward adjustments for: (1) market area; (2) stock liquidity; (3) dividends; (4) subscription interest; and (5) marketing of the issue, and made no adjustments for management and asset, loan and deposit growth.

The upward adjustment for earnings took into consideration our higher return on average assets and core return on average assets but consistently lower return on average equity and core return on average equity. We have also demonstrated a higher net interest margin. The upward adjustment for financial condition recognizes our higher equity to assets and lower non-performing assets to assets but lower reserves to gross loans and similar reserves to non-performing assets, relative to the comparable group. The downward adjustment for market area took into consideration our market area’s minimal growth in population and households combined with the area’s consistently lower levels of median household income and median housing value. In addition, the market area has an unusually high level of home-based financial institutions and resultant high level of competition, evidenced by modest historical growth trends. A downward adjustment has been made for our lower dividend yield relative to the peer group. There was a downward adjustment for subscription interest, recognizing these unusual times in the overall economy due to COVID-19 and the larger size of the offering in such a smaller market area. The modest downward adjustment for stock liquidity recognized that the shares being offered are 57.1% of the shares outstanding as compared to 100% for the comparable group. The downward adjustment related to the marketing of the issue took into consideration the currently volatile stock market conditions both for bank and thrift stocks and the total market overall.

Included in Keller & Company, Inc.’s independent valuation were certain assumptions as to the pro forma earnings of New Cullman after the conversion that were used in determining the appraised value. These assumptions included estimated expenses, an assumed after-tax rate of return of 0.96% on the net offering proceeds and purchases in the open market of 4% of the common stock issued in the offering by the stock-based benefit plan at the $10.00 per share purchase price. See “Pro Forma Data” for additional information concerning assumptions included in the independent valuation and used in preparing pro forma data. The use of different assumptions may yield different results.

The independent valuation states that as of February 12, 2021, the estimated pro forma market value of New Cullman was $56.0 million. Based on federal regulations, this market value forms the midpoint of a range with a minimum of $47.6 million and a maximum of $64.4 million. The aggregate offering price of the shares will be equal to the valuation range multiplied by the adjusted percentage of Old Cullman common stock owned by Cullman Savings Bank, MHC. The number of shares offered will be equal to the aggregate offering price of the shares divided by the price per share. Based on the valuation range, the adjusted percentage of Old Cullman common stock owned by Cullman Savings Bank, MHC, certain assets held by Cullman Savings Bank, MHC and the $10.00 price per share, the minimum of the offering range is 2,770,891 shares, the midpoint of the offering range is 3,259,872 shares and the maximum of the offering range is 3,748,853 shares.

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The board of directors of New Cullman reviewed the independent valuation and, in particular, considered the following:

• Old Cullman’s financial condition and results of operations;

• a comparison of financial performance ratios of Old Cullman to those of other financial institutions of similar size;

• market conditions generally and in particular for financial institutions; and

• the historical trading price of the publicly held shares of Old Cullman common stock.

All of these factors are set forth in the independent valuation. The board of directors also reviewed the methodology and the assumptions used by Keller & Company, Inc. in preparing the independent valuation and believes that such assumptions were reasonable. The offering range may be amended, with the approval of the Federal Reserve Board, as a result of subsequent developments in the financial condition of Old Cullman or Cullman Savings Bank or market conditions generally. If the independent valuation is updated to amend the pro forma market value of New Cullman to less than $47.6 million or more than $74.1 million, the appraisal will be filed with the Securities and Exchange Commission by means of a post-effective amendment to New Cullman’s registration statement.

The following table presents a summary of selected pricing ratios for New Cullman (on a pro forma basis) at and for the twelve months ended December 31, 2020, and for the peer group companies based on earnings and other information at and for the twelve months ended December 31, 2020, with stock prices at February 12, 2021, as reflected in the appraisal report. Compared to the average pricing of the peer group, and based upon the information in the following table, our pro forma pricing ratios at the midpoint of the offering range indicated a discount of 27.84% on a price-to-book value basis, a discount of 31.17% on a price-to-tangible book value basis and a discount of 17.49% on a price-to-earnings basis. Our board of directors, in reviewing and approving the appraisal, considered the range of price-to-earnings multiples and the range of price-to-book value and price-to-tangible book value ratios at the different amounts of shares to be sold in the offering. The appraisal did not consider one valuation approach to be more important than the other. The estimated appraised value and the resulting premium/discount took into consideration the potential financial effect of the conversion and offering as well as the trading price of Old Cullman’s common stock. The closing price of the common stock was $24.50 per share on March 9, 2021, the last trading day immediately preceding the announcement of the conversion, and $24.50 per share on February 12, 2021, the effective date of the appraisal.

	Price-to-earnings multiple		Price-to-book value ratio		Price-to-tangible book value ratio
New Cullman (on a pro forma basis, assuming completion of the conversion)
Adjusted Maximum		22.22x		77.16%		77.16%
Maximum		18.87x		70.77%		70.77%
Midpoint		16.13x		64.56%		64.56%
Minimum		13.70x		57.74%		57.74%
Valuation of peer group companies, all of which are fully converted (on an historical basis)
Averages		19.55x		89.47%		93.79%
Medians		14.38x		87.53%		93.31%

The independent valuation is not intended, and must not be construed, as a recommendation of any kind as to the advisability of purchasing our shares of common stock. Keller & Company, Inc. did not independently verify our consolidated financial statements and other information that we provided to them, nor did Keller & Company, Inc. independently value our assets or liabilities. The independent valuation considers Cullman Savings Bank as a going concern and should not be considered as an indication of the liquidation value of Cullman Savings Bank. Moreover, because the valuation is necessarily based upon

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estimates and projections of a number of matters, all of which may change from time to time, no assurance can be given that persons purchasing our common stock in the offering will thereafter be able to sell their shares at prices at or above $10.00 per share.

Following commencement of the subscription offering, the maximum of the valuation range may be increased by up to 15%, or up to $74.1 million, without resoliciting subscribers, which will result in a corresponding increase of up to 15% in the maximum of the offering range to up to 4,311,181 shares, to reflect changes in the market and financial conditions or demand for the shares. We will not decrease the minimum of the valuation range and the minimum of the offering range without a resolicitation of subscribers. The subscription price of $10.00 per share will remain fixed. See “—Additional Limitations on Common Stock Purchases” as to the method of distribution of additional shares to be issued in the event of an increase in the offering range of up to 4,311,181 shares.

If the update to the independent valuation at the conclusion of the offering results in an increase in the maximum of the valuation range to more than $74.1 million and a corresponding increase in the offering range to more than 4,311,181 shares, or a decrease in the minimum of the valuation range to less than $47.6 million and a corresponding decrease in the offering range to fewer than 2,770,891 shares, then we will promptly return, with interest at [interest rate]% per annum, all funds previously delivered to us to purchase shares of common stock in the subscription and community offerings and cancel deposit account withdrawal authorizations and, after consulting with the Federal Reserve Board, we may terminate the plan of conversion. Alternatively, we may establish a new offering range, extend the offering period and commence a resolicitation of purchasers or take other actions as permitted by the Federal Reserve Board to complete the offering. If we extend the offering and conduct a resolicitation due to a change in the independent valuation, we will notify subscribers of the extension of time and of the rights of subscribers to place a new stock order for a specified period of time. Any single offering extension will not exceed 90 days; aggregate extensions may not conclude beyond [final extension date], which is two years after the special meeting of members to approve the plan of conversion.

An increase in the number of shares to be issued in the offering would decrease both a subscriber’s ownership interest and New Cullman’s pro forma earnings and stockholders’ equity on a per share basis while increasing stockholders’ equity on an aggregate basis. A decrease in the number of shares to be issued in the offering would increase both a subscriber’s ownership interest and New Cullman’s pro forma earnings and stockholders’ equity on a per share basis, while decreasing stockholders’ equity on an aggregate basis.

Copies of the independent valuation appraisal report of Keller & Company, Inc. and the detailed memorandum setting forth the method and assumptions used in the appraisal report are filed as exhibits to the documents specified under “Where You Can Find Additional Information.”

Subscription Offering and Subscription Rights

In accordance with the plan of conversion, rights to subscribe for shares of common stock in the subscription offering have been granted in the following descending order of priority. The filling of all subscriptions that we receive will depend on the availability of common stock after satisfaction of all subscriptions of all persons having prior rights in the subscription offering and on the purchase and ownership limitations set forth in the plan of conversion and as described below under “—Additional Limitations on Common Stock Purchases.”

Priority 1: Eligible Account Holders. Each depositor of Cullman Savings Bank with aggregate deposit account balances of $50.00 or more (a “Qualifying Deposit”) at the close of business on January 31, 2020 (an “Eligible Account Holder”) will receive, without payment therefor, nontransferable subscription rights to purchase, subject to the overall purchase limitations, up to the greater of $250,000 (25,000 shares) of our common stock, 0.10% of the total number of shares of common stock issued in the offering, or 15 times the product of the number of subscription shares offered multiplied by a fraction of which the numerator is the aggregate Qualifying Deposit account balances of the Eligible Account Holder and the denominator is the aggregate Qualifying Deposit account balances of all Eligible Account Holders. See “—Additional Limitations on Common Stock Purchases.” If there are not sufficient shares available to satisfy all subscriptions, shares will first be allocated so as to permit each

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Eligible Account Holder to purchase a number of shares sufficient to make his or her total allocation equal to the lesser of 100 shares or the number of shares for which he or she subscribed. Thereafter, any remaining unallocated shares will be allocated to each remaining Eligible Account Holder whose subscription remains unfilled in same the proportion that the amount of his or her Qualifying Deposit bears to the total amount of Qualifying Deposits of all subscribing Eligible Account Holders whose subscriptions remain unfilled. If an amount so allocated exceeds the amount subscribed for by any one or more Eligible Account Holders, the excess shall be reallocated among those Eligible Account Holders whose subscriptions are not fully satisfied until all available shares have been allocated.

To ensure proper allocation of our shares of common stock, each Eligible Account Holder must list on his or her stock order form all deposit accounts in which he or she has an ownership interest on January 31, 2020. In the event of an oversubscription, failure to list all accounts could result in fewer shares being allocated than if all accounts had been disclosed. In the event of an oversubscription, the subscription rights of Eligible Account Holders who are also directors or executive officers of Old Cullman or who are associates of such persons will be subordinated to the subscription rights of other Eligible Account Holders to the extent attributable to their increased deposits in the 12 months preceding January 31, 2020.

Priority 2: Tax-Qualified Plans. Our tax-qualified employee plans, including Cullman Savings Bank’s employee stock ownership plan, will receive, without payment therefor, nontransferable subscription rights to purchase in the aggregate up to 10% of the shares of common stock sold in the offering and issued to the foundation, although our employee stock ownership plan intends to purchase 8% of the shares of common stock sold in the offering and issued to the foundation. If market conditions warrant, in the judgment of its trustees, the employee stock ownership plan may instead elect to purchase shares in the open market following the completion of the conversion, subject to the approval of the Federal Reserve Board.

Priority 3: Supplemental Eligible Account Holders. To the extent that there are sufficient shares of common stock remaining after satisfaction of subscriptions by Eligible Account Holders and by our tax-qualified employee stock benefit plans, each depositor of Cullman Savings Bank with a Qualifying Deposit at the close of business on March 31, 2021, who is not an Eligible Account Holder (a “Supplemental Eligible Account Holder”), will receive, without payment therefor, nontransferable subscription rights to purchase up to $250,000 (25,000 shares) of common stock, subject to the overall purchase limitations. See “—Additional Limitations on Common Stock Purchases.” If there are not sufficient shares available to satisfy all subscriptions, shares will be allocated so as to permit each Supplemental Eligible Account Holder to purchase a number of shares sufficient to make his or her total allocation equal to the lesser of 100 shares of common stock or the number of shares for which he or she subscribed. Thereafter, any remaining shares will be allocated to each Supplemental Eligible Account Holder whose subscription remains unfilled in the proportion that the amount of his or her Qualifying Deposit bears to the total amount of Qualifying Deposits of all Supplemental Eligible Account Holders whose subscriptions remain unfilled. If an amount so allocated exceeds the amount subscribed for by any one or more Supplemental Eligible Account Holders, the excess shall be reallocated among those Supplemental Eligible Account Holders whose subscriptions are not fully satisfied until all available shares have been allocated.

To ensure proper allocation of common stock, each Supplemental Eligible Account Holder must list on the stock order form all deposit accounts in which he or she has an ownership interest at March 31, 2021. In the event of an oversubscription, failure to list all accounts could result in fewer shares being allocated than if all accounts had been disclosed.

Priority 4: Other Members. To the extent that there are shares of common stock remaining after satisfaction of subscriptions by Eligible Account Holders, by our tax-qualified employee stock benefit plans and by Supplemental Eligible Account Holders, each depositor of Cullman Savings Bank at the close of business on [member record date] who is not an Eligible Account Holder or Supplemental Eligible Account Holder (collectively, “Other Members”) will receive, without payment therefor, nontransferable subscription rights to purchase up to $250,000 (25,000 shares) of common stock, subject to the overall purchase limitations. See “—Additional Limitations on Common Stock Purchases.” If there are not sufficient shares available to satisfy all subscriptions, shares will be allocated so as to permit each Other Member to purchase a number of shares sufficient to make his or her total allocation equal to the lesser of 100 shares of common stock or the number of shares for which he or she

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subscribed. Thereafter, any remaining shares will be allocated in the proportion that the amount of the subscription of each Other Member bears to the total amount of the subscriptions of all Other Members whose subscriptions remain unsatisfied.

To ensure proper allocation of common stock, each Other Member Account Holder must list on the stock order form all deposit accounts in which he or she has an ownership interest at [member record date]. In the event of an oversubscription, failure to list all accounts could result in fewer shares being allocated than if all accounts had been disclosed.

Expiration Date. The subscription offering will expire at 4:30 p.m., Central Time, on [expiration date], unless extended by us for up to 45 days or such additional periods with the approval of the Federal Reserve Board, if necessary. Subscription rights will expire whether or not each account holder can be located. We may decide to extend the expiration date of the subscription offering for any reason, whether or not subscriptions have been received for shares at the minimum, midpoint, maximum or adjusted maximum of the offering range. Subscription rights which have not been exercised before the expiration date will become void.

We will not execute orders until at least the minimum number of shares of common stock has been sold in the offering. If at least 2,770,891 shares have not been sold in the offering by [extension date] and the Federal Reserve Board has not consented to an extension, all funds delivered to us to purchase shares of common stock in the offering will be returned promptly, with interest at [interest rate]% per annum, for funds received in the subscription and community offerings, and all deposit account withdrawal authorizations will be canceled. If the Federal Reserve Board grants an extension beyond [extension date], we will resolicit purchasers in the offering as described under “—Procedure for Purchasing Shares in the Subscription and Community Offerings—Expiration Date.”

Community Offering

To the extent that shares of common stock remain available for purchase after satisfaction of all subscriptions of Eligible Account Holders, our tax-qualified employee stock benefit plans, Supplemental Eligible Account Holder and Other Members, we may offer shares pursuant to the plan of conversion to members of the general public in a community offering. Shares would be offered in the community offering with the following preferences:

(i) Natural persons (including trusts of natural persons) residing in Cullman County, Alabama; and

(ii) Other members of the general public.

Subscribers in the community offering may purchase up to $250,000 (25,000 shares) of common stock, subject to the overall purchase limitations. See “—Additional Limitations on Common Stock Purchases.” The opportunity to purchase shares of common stock in the community offering category is subject to our right, in our sole discretion, to accept or reject any such orders in whole or in part either at the time of receipt of an order or as soon as practicable following the expiration date of the offering.

If we do not have sufficient shares of common stock available to fill the orders of natural persons residing in Cullman County, Alabama, we will allocate the available shares among those persons in a manner that permits each of them, to the extent possible, to purchase the lesser of 100 shares or the number of shares subscribed for by such person. Thereafter, unallocated shares will be allocated among natural persons (including trusts of natural persons) residing in those counties whose orders remain unsatisfied on an equal number of shares basis per order. If an oversubscription occurs due to the orders of members of the general public, the allocation procedures described above will apply to the orders of such persons. In connection with the allocation process, orders received for shares of common stock in the community offering will first be filled up to a maximum of 2% of the shares sold in the offering, and thereafter any remaining shares will be allocated on an equal number of shares basis per order until all shares have been allocated.

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The term “residing” or “resident” as used in this prospectus with respect to the community means any person who occupies a dwelling within the local community, has a present intent to remain within the local community for a period of time, and manifests the genuineness of that intent by establishing an ongoing physical presence within the local community together with an indication that such presence within the local community is something other than merely transitory in nature. We may utilize deposit or loan records or other evidence provided to us to determine whether a person is a resident. In all cases, however, the determination shall be in our sole discretion.

Expiration Date. The community offering may begin concurrently with, during or promptly after the subscription offering, and is currently expected to terminate at the same time as the subscription offering, and must terminate no more than 45 days following the subscription offering, unless extended. We may decide to extend the community offering for any reason and we are not required to give purchasers notice of any such extension unless such period extends beyond [extension date], in which case we will resolicit purchasers.

Syndicated Community Offering

If feasible, our board of directors may decide to offer for sale shares of common stock not subscribed for or purchased in the subscription and community offerings in a syndicated community offering, subject to such terms, conditions and procedures as we may determine, in a manner that will achieve a wide distribution of our shares of common stock.

If a syndicated community offering is held, Raymond James will serve as sole manager. In such capacity, Raymond James may form a syndicate of other brokers-dealers who are member firms of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Neither Raymond James nor any registered broker-dealer will have any obligation to take or purchase any shares of the common stock in the syndicated community offering; however, Raymond James has agreed to use its best efforts in the sale of shares in any syndicated community offering. We have not selected any particular broker-dealers to participate in a syndicated community offering and will not do so until before the commencement of the syndicated community offering. The shares of common stock will be sold at the same price per share ($10.00 per share) that the shares are sold in the subscription offering and the community offering.

If there is a syndicated community offering, it is currently expected that investors would follow the same general procedures applicable to purchasing shares in the subscription and community offerings (the use of stock order forms and the submission of funds directly to New Cullman for the payment of the purchase price of the shares ordered) except that payment must be in immediately available funds (bank checks, money orders, deposit account withdrawals from accounts at Cullman Savings Bank or wire transfers). See “—Procedure for Purchasing Shares in the Subscription and Community Offerings.” “Sweep” arrangements and delivery versus payment settlement will only be used in a syndicated community offering to the extent consistent with Rules 10b-9 and 15c2-4 of the Securities Exchange Act of 1934, as amended, and then-existing guidance and interpretations thereof of the Securities and Exchange Commission regarding the conduct of “min/max” offerings.

A syndicated community offering must terminate no more than 45 days following the expiration of the subscription offering, unless extended with the approval of the Federal Reserve Board, if necessary.

If for any reason we cannot effect a syndicated community offering of shares of common stock not purchased in the subscription and community offerings, or if there are an insignificant number of shares remaining unsold after such offerings, we will try to make other arrangements for the sale of such unsubscribed shares. The Federal Reserve Board and the Financial Industry Regulatory Authority must approve any such arrangement.

Additional Limitations on Common Stock Purchases

The plan of conversion includes the following additional limitations on the number of shares of common stock that may be purchased in the offering:

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(i) No person may purchase fewer than 25 shares of common stock, to the extent those shares are available for purchase;

(ii) Tax-qualified employee benefit plans, including our employee stock ownership plan, may purchase in the aggregate up to 10% of the shares of common stock issued in the offering and to the charitable foundation, including shares issued if the offering range is increased by up to 15%;

(iii) Except for the employee stock ownership plan, as described above, no person or entity, together with associates or persons acting in concert with such person or entity, may purchase more than $500,000 (50,000 shares) of common stock in all categories of the offering combined;

(iv) The number of shares of common stock that an existing Old Cullman public stockholder may purchase in the offering, together with associates or persons acting in concert with such stockholder, when combined with the shares that the stockholder and his or her associates will receive in exchange for existing Old Cullman common stock, may not exceed 9.9% of the shares of common stock of New Cullman to be issued and outstanding at the completion of the conversion and offering; and

(v) The maximum number of shares of common stock that may be purchased in all categories of the offering by executive officers and directors of Cullman Savings Bank and their associates, in the aggregate, when combined with shares of common stock of New Cullman issued in exchange for existing shares of Old Cullman, may not exceed 29% of the total shares issued in the conversion.

Depending upon market or financial conditions, our board of directors, with regulatory approval and without further approval of members of Cullman Savings Bank, MHC and stockholders of Old Cullman, may decrease or increase the purchase limitations. If a purchase limitation is increased, subscribers in the subscription offering who ordered the maximum amount of shares of common stock and who indicated on their stock order forms a desire to be resolicited in the event of an increase will be given the opportunity to increase their orders up to the then applicable revised limit. The effect of this type of resolicitation will be an increase in the number of shares of common stock owned by persons who choose to increase their orders. If the maximum purchase limitation is increased to 5% of the shares sold in the offering, such limitation may be further increased to 9.99%, provided that orders for shares of common stock exceeding 5% of the shares sold in the offering may not exceed in the aggregate 10% of the total shares sold in the offering.

If the offering range is increased to up to 4,311,181 shares of common stock, shares will be allocated in the following order of priority in accordance with the plan of conversion:

(i) to fill the subscriptions of our tax-qualified employee benefit plans, specifically our employee stock ownership plan, for up to 10% of the total number of shares of common stock issued in the offering and to the charitable foundation;

(ii) if there is an oversubscription at the Eligible Account Holder, Supplemental Eligible Account Holder or Other Member levels, to fill unfilled subscriptions of these subscribers according to their respective priorities; and

(iii) to fill unfilled subscriptions in the community offering, with preference given first to natural persons (including trusts of natural persons) residing in Cullman County, Alabama and then to members of the general public.

The term “associate” of a person means:

(i) any corporation or organization (other than Cullman Savings Bank, New Cullman, Old Cullman or Cullman Savings Bank, MHC or a majority-owned subsidiary of any of those entities) of which the person is a senior officer, partner or, directly or indirectly, 10% beneficial stockholder;

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(ii) any trust or other estate in which the person has a substantial beneficial interest or serves as a trustee or in a similar fiduciary capacity; provided, however, it does not include any employee stock benefit plan in which the person has a substantial beneficial interest or serves as trustee or in a similar fiduciary capacity; and

(iii) any blood or marriage relative of the person, who either has the same home as the person or who is a director or officer of Old Cullman or Cullman Savings Bank.

The term “acting in concert” means:

(i) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement; or

(ii) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise.

A person or company that acts in concert with another person or company (“other party”) will also be deemed to be acting in concert with any person or company who is also acting in concert with that other party, except that any tax-qualified employee stock benefit plan will not be deemed to be acting in concert with its trustee or a person who serves in a similar capacity solely for determining whether common stock held by the trustee and common stock held by the employee stock benefit plan will be aggregated.

We have the sole discretion to determine whether prospective purchasers are “associates” or “acting in concert.” We may presume that certain persons are acting in concert based upon, among other things, joint account relationships or the fact that persons share a common address (whether or not related by blood or marriage) or may have filed joint Schedules 13D or 13G with the Securities and Exchange Commission with respect to Old Cullman or other companies. Our directors are not treated as associates of each other solely because of their membership on the board of directors.

Common stock purchased in the offering will be freely transferable except for shares purchased by directors and certain officers of New Cullman or Cullman Savings Bank and except as described below. Any purchases made by any associate of New Cullman or Cullman Savings Bank for the explicit purpose of meeting the minimum number of shares of common stock required to be sold in order to complete the offering shall be made for investment purposes only and not with a view toward redistribution. In addition, under Financial Industry Regulatory Authority guidelines, members of the Financial Industry Regulatory Authority and their associates are subject to certain restrictions on transfer of securities purchased in accordance with subscription rights and to certain reporting requirements upon purchase of these securities. For a further discussion of limitations on purchases of our shares of common stock at the time of conversion and thereafter, see “—Certain Restrictions on Purchase or Transfer of Our Shares after Conversion” and “Restrictions on Acquisition of New Cullman.”

Plan of Distribution; Selling Agent and Underwriter Compensation

Subscription and Community Offerings. To assist in the marketing of our shares of common stock in the subscription and community offerings, we have retained Raymond James, which is a broker-dealer registered with the Financial Industry Regulatory Authority. Raymond James will assist us on a best efforts basis in the subscription and community offerings by providing the following services:

• assisting us in assessing the financial and securities market implications of the plan of conversion;

• assisting us in structuring and in communicating the terms of the plan of conversion and the offering;

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• assisting us in the preparation of documents related to the execution of the plan of conversion, including the prospectus, stock order and certification form and all marketing materials (it being understood that the preparation and filing of any and all such documents is the responsibility of us and our counsel);

• assisting us in analyzing proposals from outside vendors (to be engaged at our sole expense) in connection with execution of the plan of conversion, including, but not limited to, appraisers, business plan consultants, financial printers, registrar/transfer agents, and proxy solicitors, as needed;

• assisting us in scheduling and preparing for meetings with potential investors and/or other broker-dealers related to the offering, as necessary;

• establishing a Stock Information Center, which will provide a toll-free hotline to assist with investor inquiries;

• assisting in the training of our personnel for interaction with customers during the offering and proxy solicitation period; and

• providing such other financial advisory and investment banking services in connection with the offering as may be agreed upon by Raymond James and us.

For these services, Raymond James has received a non-refundable management fee of $30,000 and will receive at the closing of the offering a success fee equal to the greater of (i) $250,000 or (ii) 1.00% of the aggregate dollar amount of shares of common stock sold in the subscription and community offerings, excluding shares purchased by or on behalf of: shares sold to our officers, directors, and employees (“Insiders”) or the “Immediate Family” of such persons or to qualified and non-qualified employee benefit plans, or to trusts of Insiders or their Immediate Family, or to any charitable foundation established in connection with the conversion. For purposes of determining shares purchased by Insiders, “Immediate Family” includes the spouse, parents, siblings and children of the Insiders who live in the same house as the Insiders. The management fee, to the extent actually paid at or before closing, will be credited against the success fee.

Syndicated Community Offering. If shares of common stock are sold in a syndicated community offering, we will pay a fee of 6.00% of the aggregate dollar amount of common stock sold in the syndicated community offering to Raymond James and any other broker-dealers included in the syndicated community offering.

Expenses. Raymond James also will be reimbursed for reasonable out-of-pocket expenses, not to exceed $25,000, and fees and expenses of its legal counsel not to exceed $75,000. Such out-of-pocket expenses and legal fees and expenses may each be increased up to an additional $10,000 in the event unusual circumstances arise or a delay or resolicitation occurs. Regardless of whether the offering occurs, Raymond James will receive reimbursement of its reasonable out-of-pocket expenses. We have separately agreed to pay Raymond James up to $25,000 in fees for records agent services, as described below.

Records Agent Services

We have also engaged Raymond James as stock information center manager in connection with the conversion and the subscription and community offerings. In its role as stock information center manager, Raymond James will assist us by:

Customer File Processing

• processing our customer account records for each record date required by the plan of conversion;

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• consolidating eligible customer accounts by ownership and creating a central file for determination of subscription and voting rights;

• reporting of customers by state (support for any required state “blue sky” filings);

• identifying subscription priorities;

• calculating member votes; and

• sorting and grouping of customer records and coordination with our financial printer for all required subscriber and member mailings.

Stock Order Processing

• processing stock order forms received at the Stock Information Center;

• daily and ad-hoc status reporting to our management;

• mailing order acknowledgment letters to subscribers;

• allocating shares to qualifying subscribers if the offering is oversubscribed;

• producing new stockholders list and other final subscription reports (account withdrawals, all orders received, etc.);

• coordinating with our transfer agent for stock issuance; and

• calculating and reporting subscriber interest and refund amounts with necessary supporting files to enable us or our transfer agent to generate required interest/refund checks and relevant tax reporting.

Member Proxy Vote Processing

• tabulating and reporting member proxy votes received;

• proxy target group identification and reporting to assist with solicitation efforts;

• proxy reminder mailings as needed;

• assisting us with member telephone solicitation efforts if requested;

• coordinating with our proxy solicitor, if needed;

• adjusting member votes as required for accounts closed prior to the special meeting; and

• acting as or supporting the inspector of election for the special meeting of members, if requested, and the vote is not contested.

Raymond James will receive fees of $25,000 for these services, of which $15,000 has been paid as of the date of this prospectus.

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Indemnity

We will indemnify Raymond James against liabilities and expenses, including legal fees, incurred in connection with certain claims or litigation arising out of or based upon untrue statements or omissions contained in the offering materials for the common stock, including liabilities under the Securities Act of 1933, as well as certain other claims and litigation arising out of Raymond James’s engagement with respect to the conversion.

Solicitation of Offers by Officers and Directors

Some of our directors and executive officers may participate in the solicitation of offers to purchase common stock in the subscription and community offerings. These persons will be reimbursed for their reasonable out-of-pocket expenses incurred in connection with the solicitation. Other regular employees of Cullman Savings Bank may assist in the offering, but only in ministerial capacities, and may provide clerical work in effecting a sales transaction. No offers or sales may be made by tellers or at the teller counters. Investment-related questions of prospective purchasers will be directed to executive officers or registered representatives of Raymond James. Our other employees have been instructed not to solicit offers to purchase shares of common stock or provide advice regarding the purchase of common stock. We will rely on Rule 3a4-1 under the Securities Exchange Act of 1934, as amended, and sales of common stock will be conducted within the requirements of Rule 3a4-1, so as to permit officers, directors and employees to participate in the sale of common stock. None of our officers, directors or employees will be compensated in connection with their participation in the offering.

Procedure for Purchasing Shares in the Subscription and Community Offerings

Expiration Date. The subscription and community offerings will expire at 4:30 p.m., Central Time, on [expiration date], unless we extend one or both for up to 45 days, with the approval of Federal Reserve Board, if required. This extension may be approved by us, in our sole discretion, without notice to purchasers in the offering. Any extension of the subscription and/or community offering beyond [extension date] would require the Federal Reserve Board’s approval. If the offering is so extended, all subscribers will be notified and given an opportunity to confirm, change or cancel their orders. If you do not respond to the notice of extension, we will promptly return your funds, with interest at [interest rate]% per annum, or cancel your deposit account withdrawal authorization. If the offering range is decreased below the minimum of the offering range or is increased above the adjusted maximum of the offering range, all subscribers’ stock orders will be cancelled, their deposit account withdrawal authorizations will be cancelled, and funds submitted to us will be returned promptly, with interest at [interest rate]% per annum, for funds received in the subscription and community offerings. We will then resolicit the subscribers, giving them an opportunity to place a new stock order for a period of time.

To ensure each purchaser receives a prospectus at least 48 hours before the [expiration date] expiration date of the offering, in accordance with Rule 15c2-8 of the Securities Exchange Act of 1934, as amended, no prospectus will be mailed any later than five days before the expiration date or hand delivered any later than two days before the expiration date. Execution of a stock order form will confirm receipt of delivery in accordance with Rule 15c2-8. Stock order forms will be distributed only with a prospectus.

We reserve the right in our sole discretion to terminate the offering at any time and for any reason, in which case we will cancel any deposit account withdrawal authorizations and promptly return all funds submitted, with interest at [interest rate]% per annum, from the date of receipt as described above.

Use of Order Forms in the Subscription and Community Offerings. To purchase shares of common stock in the subscription and community offerings, you must properly complete an original stock order form and remit full payment. We are not required to accept orders submitted on photocopied or facsimiled stock order forms. All stock order forms must be received (not postmarked) on or before 4:30 p.m., Central Time, on [expiration date]. We are not required to accept stock order forms that are not received by that time, are not signed or are otherwise executed defectively or are received without full payment or without appropriate deposit account withdrawal instructions. We are not required to notify subscribers of incomplete or improperly executed stock order forms. We have the right to waive or permit the correction of incomplete or improperly executed stock order forms. We do not represent,

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however, that we will do so and we have no affirmative duty to notify any prospective subscriber of any such defects. You may submit your stock order form and payment by overnight delivery to the address listed on the stock order form (recommended) or by regular mail using the stock order reply envelope provided. You may also hand-deliver stock order forms to the Stock Information Center, which is located at Cullman Savings Bank’s main office, 316 Second Avenue SW, Cullman, Alabama, during normal business hours. Hand-delivered stock order forms will be accepted only at this location. We will not accept stock order forms at our other offices. Do not mail stock order forms to Cullman Savings Bank’s offices.

Once tendered, an order form cannot be modified or revoked without our consent. We reserve the absolute right, in our sole discretion, to reject orders received in the community offering, in whole or in part, at the time of receipt or at any time before completion of the offering. If you are ordering shares in the offering, you must represent that you are purchasing shares for your own account and that you have no agreement or understanding with any person for the sale or transfer of the shares. We have the right to reject any order submitted in the offering by a person who we believe is making false representations or who we otherwise believe, either alone or acting in concert with others, is violating, evading, circumventing, or intends to violate, evade or circumvent the terms and conditions of the plan of conversion. Our interpretation of the terms and conditions of the plan of conversion and of the acceptability of the order forms will be final.

By signing the order form, you will be acknowledging that the common stock is not a deposit or savings account and is not federally insured or otherwise guaranteed by Cullman Savings Bank, the Federal Deposit Insurance Corporation or the federal government, and that you received a copy of this prospectus. However, signing the order form will not result in you waiving your rights under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Payment for Shares. Payment for all shares of common stock must accompany all completed order forms for the purchase to be valid. Payment for shares in the subscription and community offerings may be made by:

(i) personal check, bank check or money order, made payable to Cullman Bancorp, Inc. Do not remit cash; or

(ii) authorization of withdrawal of available funds from your Cullman Savings Bank deposit account(s).

Appropriate means for designating withdrawals from deposit account(s) at Cullman Savings Bank are provided on the stock order form. The funds designated must be available in the account(s) at the time the stock order form is received. A hold will be placed on these funds, making them unavailable to the depositor. Funds authorized for withdrawal will continue to earn interest within the account at the contractual rate until the offering is completed, at which time the designated withdrawal will be made. Interest penalties for early withdrawal applicable to certificate of deposit accounts will not apply to withdrawals authorized for the purchase of shares of common stock; however, if a withdrawal results in a certificate of deposit account with a balance less than the applicable minimum balance requirement, the certificate of deposit will be canceled at the time of withdrawal without penalty and the remaining balance will earn interest at the current statement savings rate after the withdrawal. In the case of payments made by personal check, these funds must be available in the account(s). Checks and money orders received in the subscription and community offerings will be immediately cashed and placed in a segregated account at Cullman Savings Bank and will earn interest at [interest rate]% per annum from the date payment is processed until the offering is completed or terminated.

You may not remit cash, any type of third-party checks (including those payable to you and endorsed over to New Cullman) or a Cullman Savings Bank line of credit check. You may not designate on your stock order form direct withdrawal from a retirement account at Cullman Savings Bank. See “—Using Individual Retirement Account Funds.” Additionally, you may not designate on your stock order form a direct withdrawal from Cullman Savings Bank deposit accounts with check-writing privileges. Instead, a check should be provided. If you request a direct withdrawal from an account with check-writing privileges, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and will immediately

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withdraw the amount from the specified account(s). If permitted by the Federal Reserve Board, in the event we resolicit persons who subscribed for the maximum purchase amount, as described above in “—Additional Limitations on Common Stock Purchases,” such purchasers who wish to increase their purchases will not be able to use personal checks to pay for the additional shares, but instead must pay for the additional shares using immediately available funds. Wire transfers will not otherwise be accepted, except as described below.

Once we receive your executed stock order form, it may not be modified, amended or rescinded without our consent, unless the offering is not completed by [extension date]. If the subscription and community offerings are extended past [extension date], all subscribers will be notified and given an opportunity to confirm, change or cancel their orders. If you do not respond to the notice of extension, we will promptly return your funds, with interest at [interest rate]% per annum, or cancel your deposit account withdrawal authorization. We may resolicit purchasers for a specified period of time.

Regulations prohibit Cullman Savings Bank from lending funds or extending credit to any persons to purchase shares of common stock in the offering.

We have the right, in our sole discretion, to permit institutional investors to submit irrevocable orders together with the legally binding commitment for payment and to thereafter pay for the shares of common stock for which they subscribe in the community offering at any time before 48 hours before the completion of the conversion. This payment may be made by wire transfer.

If our employee stock ownership plan purchases shares in the offering, it will not be required to pay for such shares until completion of the offering, provided that there is a loan commitment from an unrelated financial institution or New Cullman to lend to the employee stock ownership plan the necessary amount to fund the purchase. In addition, if our 401(k) plan purchases shares in the offering, it will not be required to pay for such shares until completion of the offering.

Using Individual Retirement Account Funds. If you are interested in using funds in your IRA at Cullman Savings Bank or other retirement account to purchase shares of common stock in the offering, you must do so through an account offered by a custodian that can hold common stock. By regulation, Cullman Savings Bank’s IRAs are not capable of holding common stock. Therefore, if you wish to use funds that are currently in an IRA held at Cullman Savings Bank, you may not designate on the order form that you wish funds to be withdrawn from the account for the purchase of common stock. The funds you wish to use for the purchase of common stock will instead have to be transferred to an independent trustee or custodian, such as a brokerage firm, which offers the type of retirement accounts that can hold common stock. The purchase must be made through that account. If you do not have such an account, you will need to establish one before placing a stock order. A one-time and/or annual administrative fee may be payable to the independent trustee or custodian. There will be no early withdrawal or Internal Revenue Service interest penalties for these transfers. Individuals interested in using funds in an individual retirement account or any other retirement account, whether held at Cullman Savings Bank or elsewhere, to purchase shares of common stock should contact our Stock Information Center for guidance as soon as possible, preferably at least two weeks before the [expiration date] offering deadline. You may select the independent trustee or custodian of your choice. However, processing these transactions takes additional time, and whether such funds can be used may depend on limitations imposed by the institutions where such funds are currently held or the independent trustee or custodian you select. We cannot guarantee that you will be able to use such funds.

Delivery of Shares of Common Stock. All shares of common stock sold will be issued in book entry form. Stock certificates will not be issued. A book entry statement reflecting ownership of shares of common stock issued in the subscription and community offerings will be mailed by our transfer agent to the persons entitled thereto at the registration address noted by them on their stock order forms as soon as practicable following consummation of the conversion and offering. We expect trading in the stock to begin on the day of completion of the conversion and offering or the next business day. Until a statement reflecting your ownership of shares of common stock is available and delivered to you, you may not be able to sell the shares of common stock that you purchased, even though the shares of common stock will have begun trading. Your ability to sell the shares of common stock before receiving your statement will depend on arrangements you may make with a brokerage firm.

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Other Restrictions. Notwithstanding any other provision of the plan of conversion, no person is entitled to purchase any shares of common stock to the extent the purchase would be illegal under any federal or state law or regulation, including state “blue sky” regulations, or would violate regulations or policies of the Financial Industry Regulatory Authority, particularly those regarding free riding and withholding. We may ask for an acceptable legal opinion from any purchaser as to the legality of his or her purchase and we may refuse to honor any purchase order if an opinion is not timely furnished.

In addition, we are not required to offer shares of common stock to any person who resides in a foreign country, or in a state of the United States with respect to which any of the following apply:

(i) a small number of persons otherwise eligible to subscribe for shares under the plan of conversion reside in such state;

(ii) the offer or sale of shares of common stock to such persons would require us or our employees to register, under the securities laws of such state, as a broker or dealer or to register or otherwise qualify our securities for sale in such state; or

(iii) such registration or qualification would be impracticable for reasons of cost or otherwise.

Restrictions on Transfer of Subscription Rights and Shares

Applicable banking regulations prohibit any person with subscription rights, including the Eligible Account Holders, Supplemental Eligible Account Holders, and Other Members, from transferring or entering into any agreement or understanding to transfer the legal or beneficial ownership of the subscription rights issued under the plan of conversion or the shares of common stock to be issued upon their exercise. These rights may be exercised only by the person to whom they are granted and only for his or her account. When registering your stock purchase on the stock order form, you cannot add the name(s) of others for joint or beneficial stock registration who do not have subscription rights or who qualify only in a lower subscription offering priority than you. Doing so may jeopardize your subscription rights. You may only add those who were eligible to purchase shares of common stock in the subscription offering at your date of eligibility. In addition, the stock order form requires that you list all deposit accounts you held at your date of eligibility, giving all names on each account and the account number at the applicable eligibility date. Failure to provide this information, or providing incomplete or incorrect information, may result in a loss of part or all of your share allocation. Each person exercising subscription rights will be required to certify that he or she is purchasing shares solely for his or her own account and that he or she has no agreement or understanding regarding the sale or transfer of such shares. The regulations also prohibit any person from offering or making an announcement of an offer or intent to make an offer to purchase subscription rights or shares of common stock to be issued upon their exercise before completion of the offering.

We will pursue any and all legal and equitable remedies in the event we become aware of the transfer of subscription rights, and we will not honor orders that we believe involve the transfer of subscription rights.

Stock Information Center

Our banking office personnel may not, by law, assist with investment-related questions about the offering. If you have any questions regarding the conversion or offering, call our Stock Information Center at [stock center number]. The Stock Information Center is open Monday through Friday between 10:00 a.m. and 4:30 p.m., Central Time, and will be closed on bank holidays.

Liquidation Rights

Liquidation Before the Conversion. In the unlikely event that Cullman Savings Bank, MHC is liquidated before the conversion, all claims of creditors of Cullman Savings Bank, MHC would be paid first. Thereafter, if

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there were any assets of Cullman Savings Bank, MHC remaining, these assets would first be distributed to depositors of Cullman Savings Bank pro rata based on the value of their accounts at Cullman Savings Bank.

Liquidation Following the Conversion. The plan of conversion provides for the establishment, upon the completion of the conversion, of a liquidation account by New Cullman for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders in an amount equal to (i) Cullman Savings Bank, MHC’s ownership interest in Old Cullman’s total stockholders’ equity as of the date of the latest statement of financial condition contained in this prospectus plus (ii) the value of the net assets of Cullman Savings Bank, MHC as of the date of the latest statement of financial condition of Cullman Savings Bank, MHC before the consummation of the conversion (excluding its ownership of Old Cullman). The plan of conversion also provides for the establishment of a parallel liquidation account in Cullman Savings Bank to support the New Cullman liquidation account if New Cullman does not have sufficient assets to fund its obligations under the New Cullman liquidation account.

In the unlikely event that Cullman Savings Bank were to liquidate after the conversion, all claims of creditors, including those of depositors, would be paid first. However, except with respect to the liquidation account to be established in New Cullman, a depositor’s claim would be solely for the principal amount of his or her deposit accounts plus accrued interest. Depositors generally would not have an interest in the value of the assets of Cullman Savings Bank or New Cullman above that amount.

The liquidation account established by New Cullman is intended to provide qualifying depositors of Cullman Savings Bank with a liquidation interest (exchanged for the liquidation interests such persons had in Cullman Savings Bank, MHC) after the conversion in the event of a complete liquidation of New Cullman and Cullman Savings Bank or a liquidation solely of Cullman Savings Bank. Specifically, in the unlikely event that either (i) Cullman Savings Bank or (ii) New Cullman and Cullman Savings Bank were to liquidate after the conversion, all claims of creditors, including those of depositors, would be paid first, followed by a distribution to depositors as of the close of business on January 31, 2020 and March 31, 2021 of their interests in the liquidation account maintained by New Cullman. Also, in a complete liquidation of both entities, or of Cullman Savings Bank only, when New Cullman has insufficient assets (other than the stock of Cullman Savings Bank) to fund the liquidation account distribution owed to Eligible Account Holders and Supplemental Eligible Account Holders, and Cullman Savings Bank has positive net worth, then Cullman Savings Bank shall immediately make a distribution to fund New Cullman’s remaining obligations under the liquidation account. In no event will any Eligible Account Holder or Supplemental Eligible Account Holder be entitled to a distribution that exceeds such holder’s interest in the liquidation account maintained by New Cullman as adjusted periodically pursuant to the plan of conversion and federal regulations. If New Cullman is completely liquidated or sold apart from a sale or liquidation of Cullman Savings Bank, then the New Cullman liquidation account will cease to exist and Eligible Account Holders and Supplemental Eligible Account Holders will receive an equivalent interest in the Cullman Savings Bank liquidation account, subject to the same rights and terms as the New Cullman liquidation account.

Pursuant to the plan of conversion, after two years from the date of conversion and upon the written request of the Federal Reserve Board, New Cullman will transfer, or, upon the prior written approval of the Federal Reserve Board, may transfer the liquidation account and the depositors’ interests in such account to Cullman Savings Bank and the liquidation account shall thereupon be subsumed into the liquidation account of Cullman Savings Bank.

Under the rules and regulations of the Federal Reserve Board, a post-conversion merger, consolidation, or similar combination or transaction with another depository institution or depository institution holding company in which New Cullman or Cullman Savings Bank is not the surviving institution, would not be considered a liquidation. In such a transaction, the liquidation account would be assumed by the surviving institution or company.

Each Eligible Account Holder and Supplemental Eligible Account Holder would have an initial pro-rata interest in the liquidation account for each deposit account, including savings accounts, transaction accounts such as negotiable order of withdrawal accounts, money market deposit accounts, and certificates of deposit, with a balance of $50.00 or more held in Cullman Savings Bank as of the close of business on January 31, 2020 or March 31, 2021, respectively, equal to the proportion that the balance of such account holder’s deposit account at the close of

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business on January 31, 2020 or March 31, 2021, respectively, bears to the balance of all deposit accounts of all Eligible Account Holders and Supplemental Eligible Account Holders in Cullman Savings Bank on such dates.

If, however, on any December 31 annual closing date commencing after the effective date of the conversion, the amount in any such deposit account is less than the amount in the deposit account at the close of business on January 31, 2020 or March 31, 2021, or any other annual closing date, then the liquidation account as well as the interest in the liquidation account relating to such deposit account will be reduced by the proportion of any such reduction, and such interest will cease to exist if such deposit account is closed. In addition, no interest in the liquidation account would ever be increased despite any subsequent increase in the related deposit account. Payment pursuant to liquidation rights of Eligible Account Holders and Supplemental Eligible Account Holders would be separate and apart from the payment of any insured deposit accounts to such depositors. Any assets remaining after the above liquidation rights of Eligible Account Holders and Supplemental Eligible Account Holders are satisfied would be available for distribution to stockholders.

Material Income Tax Consequences

Completion of the conversion is subject to the prior receipt of an opinion of counsel or tax advisor with respect to the federal and state income tax consequences of the conversion to Cullman Savings Bank, MHC, Old Cullman, Cullman Savings Bank, New Cullman, Eligible Account Holders, Supplemental Eligible Account Holders, and Other Members. Unlike private letter rulings, an opinion of counsel or a tax advisor is not binding on the Internal Revenue Service or any state taxing authority, and those authorities may disagree with the opinion. In the event of a disagreement, there can be no assurance that New Cullman or Cullman Savings Bank would prevail in a judicial proceeding.

Cullman Savings Bank, MHC, Old Cullman, Cullman Savings Bank and New Cullman have received an opinion of counsel, Luse Gorman, PC, regarding all of the material federal income tax consequences of the conversion, which include the following:

1. The merger of Cullman Savings Bank, MHC with and into Old Cullman will qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code.

2. The constructive exchange of Eligible Account Holders’ and Supplemental Eligible Account Holders’ liquidation interests in Cullman Savings Bank, MHC for liquidation interests in Old Cullman will satisfy the continuity of interest requirement of Section 1.368-1(b) of the Federal Income Tax Regulations.

3. None of Cullman Savings Bank, MHC, Old Cullman, Eligible Account Holders nor Supplemental Eligible Account Holders will recognize any gain or loss on the transfer of the assets of Cullman Savings Bank, MHC to Old Cullman and the assumption by Old Cullman of Cullman Savings Bank, MHC’s liabilities, if any, in constructive exchange for liquidation interests in Old Cullman.

4. The basis of the assets of Cullman Savings Bank, MHC and the holding period of the assets to be received by Old Cullman will be the same as the basis and holding period of such assets in Cullman Savings Bank, MHC immediately before the exchange.

5. The merger of Old Cullman with and into New Cullman will constitute a mere change in identity, form or place of organization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code and, therefore, will qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code. Neither Old Cullman nor New Cullman will recognize gain or loss as a result of such merger.

6. The basis of the assets of Old Cullman and the holding period of such assets to be received by New Cullman will be the same as the basis and holding period of such assets in Old Cullman immediately before the exchange.

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7. Eligible Account Holders and Supplemental Eligible Account Holders will not recognize any gain or loss upon the constructive exchange of their liquidation interests in Old Cullman for interests in the liquidation account in New Cullman.

8. The exchange by the Eligible Account Holders and Supplemental Eligible Account Holders of the liquidation interests that they constructively received in Old Cullman for interests in the liquidation account established in New Cullman will satisfy the continuity of interest requirement of Section 1.368-1(b) of the Federal Income Tax Regulations.

9. Each stockholder’s aggregate basis in shares of New Cullman common stock (including fractional share interests) received in the exchange will be the same as the aggregate basis of Old Cullman common stock surrendered in the exchange.

10. Each stockholder’s holding period in its New Cullman common stock received in the exchange will include the period during which the Old Cullman common stock surrendered was held, provided that the Old Cullman common stock surrendered is a capital asset in the hands of the stockholder on the date of the exchange.

11. Except with respect to cash received in lieu of fractional shares, current stockholders of Old Cullman will not recognize any gain or loss upon their exchange of Old Cullman common stock for New Cullman common stock.

12. Cash received by any current stockholder of Old Cullman in lieu of a fractional share interest in shares of New Cullman common stock will be treated as having been received as a distribution in full payment in exchange for a fractional share interest of New Cullman common stock, which the stockholder would otherwise be entitled to receive. Accordingly, a stockholder will recognize gain or loss equal to the difference between the cash received and the basis of the fractional share. If the common stock is held by the stockholder as a capital asset, the gain or loss will be capital gain or loss.

13. It is more likely than not that the fair market value of the nontransferable subscription rights to purchase New Cullman common stock is zero. Accordingly, no gain or loss will be recognized by Eligible Account Holders, Supplemental Eligible Account Holders or Other Members upon distribution to them of nontransferable subscription rights to purchase shares of New Cullman common stock. Eligible Account Holders, Supplemental Eligible Account Holders and Other Members will not realize any taxable income as the result of the exercise by them of the nontransferable subscriptions rights.

14. It is more likely than not that at the effective date of the conversion the fair market value of the benefit provided by the liquidation account of Cullman Savings Bank supporting the payment of the New Cullman liquidation account in the event either Cullman Savings Bank (or New Cullman and Cullman Savings Bank) were to liquidate after the conversion (including a liquidation of Cullman Savings Bank or Cullman Savings Bank and New Cullman following a purchase and assumption transaction with a credit union) when New Cullman lacks sufficient net assets to pay the liquidation account distribution due is zero. Accordingly, it is more likely than not that no gain or loss will be recognized by Eligible Account Holders and Supplemental Eligible Account Holders upon the constructive distribution to them of such rights in the Cullman Savings Bank liquidation account as of the effective date of the conversion.

15. It is more likely than not that the basis of the shares of New Cullman common stock purchased in the offering by the exercise of nontransferable subscription rights will be the purchase price. The holding period of the New Cullman common stock purchased pursuant to the exercise of nontransferable subscription rights will commence on the date the right to acquire such stock was exercised.

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16. No gain or loss will be recognized by New Cullman on the receipt of money in exchange for New Cullman common stock sold in the offering.

We believe that the tax opinions summarized above address the material federal income tax consequences that are generally applicable to Cullman Savings Bank, MHC, Old Cullman, Cullman Savings Bank, New Cullman, persons receiving subscription rights, and stockholders of Old Cullman. With respect to items 13 and 15 above, Luse Gorman, PC noted that the subscription rights will be granted at no cost to the recipients, are legally nontransferable and of short duration, and will provide the recipient with the right only to purchase shares of common stock at the same price to be paid by members of the general public in any community offering. Luse Gorman, PC further noted that Keller & Company, Inc. has issued a letter that the subscription rights have no ascertainable fair market value. Luse Gorman, PC also noted that the Internal Revenue Service has not in the past concluded that subscription rights have value. Based on the foregoing, Luse Gorman, PC believes that it is more likely than not that the nontransferable subscription rights to purchase shares of common stock have no value. However, the issue of whether or not the nontransferable subscription rights have value is based on all the facts and circumstances. If the subscription rights granted to Eligible Account Holders, Supplemental Eligible Account Holders and Other Members are deemed to have an ascertainable value, receipt of these rights could result in taxable gain to those Eligible Account Holders, Supplemental Eligible Account Holders and Other Members who exercise the subscription rights in an amount equal to the ascertainable value, and we could recognize gain on the distribution of such rights. Eligible Account Holders, Supplemental Eligible Account Holders and Other Members are encouraged to consult with their own tax advisors as to the tax consequences if subscription rights are deemed to have an ascertainable value.

The opinion as to item 14 above is based on the position that: (i) no holder of an interest in a liquidation account has ever received any payment attributable to liquidation of a solvent bank and/or holding company (other than as set forth below); (ii) the interests in the liquidation accounts are not transferable; (iii) the amounts due under the liquidation account with respect to each Eligible Account Holder and Supplemental Eligible Account Holder will be reduced as their deposits in Cullman Savings Bank are reduced; (iv) holders of an interest in a liquidation account have received payments of their interests in very few instances (out of hundreds of transactions involving mergers, acquisitions and the purchase of assets and assumption of liabilities of holding companies and subsidiary banks) and these instances involved the purchase and assumption of a bank’s assets by a credit union; and (v) the Cullman Savings Bank liquidation account payment obligation arises only if New Cullman lacks sufficient assets to fund the liquidation account or if Cullman Savings Bank (or Cullman Savings Bank and New Cullman) enters into a transaction to transfer Cullman Savings Bank’s assets and liabilities to a credit union.

In addition, we have received a letter from Keller & Company, Inc. stating its belief that the benefit provided by the Cullman Savings Bank liquidation account supporting the payment of the liquidation account if (i) New Cullman lacks sufficient net assets or (ii) Cullman Savings Bank (or Cullman Savings Bank and New Cullman) enters into a transaction to transfer Cullman Savings Bank’s assets and liabilities to a credit union, does not have any economic value at the time of the conversion. Based on the foregoing, Luse Gorman, PC believes it is more likely than not that such rights in the Cullman Savings Bank liquidation account have no value. If such rights are subsequently found to have an economic value as of the effective time of the conversion, income may be recognized by each Eligible Account Holder or Supplemental Eligible Account Holder in the amount of such fair market value as of the date of the conversion.

The opinion of Luse Gorman, PC, unlike a letter ruling issued by the Internal Revenue Service, is not binding on the Internal Revenue Service and the conclusions expressed therein may be challenged at a future date. The Internal Revenue Service has issued favorable rulings for transactions substantially similar to the proposed conversion and stock offering, but those rulings may not be cited as precedent by any taxpayer other than the taxpayer to whom a ruling is addressed. We do not plan to apply for a letter ruling concerning the transactions described herein.

We have also received an opinion from Taylor Vise Brown & King, LLC that the Alabama income tax consequences are consistent with the federal income tax consequences.

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The federal and state tax opinions have been filed with the Securities and Exchange Commission as exhibits to New Cullman’s registration statement.

Certain Restrictions on Purchase or Transfer of Our Shares after Conversion

All shares of common stock purchased in the offering by a director or certain officers of Cullman Savings Bank, Old Cullman, New Cullman or Cullman Savings Bank, MHC generally may not be sold for a period of one year following the closing of the conversion, except if the individual dies. Restricted shares will bear a legend giving notice of this restriction on transfer, and instructions will be issued to the effect that any transfer within this time period of any record ownership of the shares other than as provided above is a violation of the restriction. Any shares of common stock issued at a later date as a stock dividend, stock split, or otherwise, with respect to the restricted stock will be similarly restricted. The directors and executive officers of New Cullman also will be restricted by the insider trading rules under the Securities Exchange Act of 1934, as amended.

Purchases of shares of our common stock by any of our directors, certain officers and their associates, during the three-year period following the closing of the conversion, may be made only through a broker or dealer registered with the Securities and Exchange Commission, except with the prior written approval of the Federal Reserve Board. This restriction does not apply, however, to negotiated transactions involving more than 1% of our outstanding common stock or to purchases of our common stock by any of our tax-qualified employee stock benefit plans or non-tax-qualified employee stock benefit plans, including any stock option or restricted stock plans.

THE CULLMAN FOUNDATION

General

In furtherance of our commitment to our local community, the plan of conversion provides that we will make a contribution of up to 148,120 shares of common stock and $100,000 in cash contribution to The Cullman Foundation, a non-stock, nonprofit Delaware corporation, that we are establishing in connection with the offering.

By further enhancing our visibility and reputation in our local community, we believe that the contribution to the charitable foundation will enhance the long-term value of our community banking franchise. The offering presents us with a unique opportunity to provide a substantial and continuing benefit to our communities through the charitable foundation.

Purpose of the Charitable Foundation

The purpose of the charitable foundation is to provide financial support to charitable organizations in the communities in which we operate and to enable our communities to share in our long-term growth. The charitable foundation is dedicated completely to community activities and the promotion of charitable causes. In addition, the charitable foundation will maintain close ties with Cullman Savings Bank, thereby forming a partnership within the communities in which we operate. The foundation will also support our ongoing obligations to the community under the Community Reinvestment Act.

Contributing shares of our common stock the charitable foundation is also intended to allow our communities to share in our potential growth and success after the offering is completed because the charitable foundation will benefit directly from any increases in the value of our common stock.

Structure of the Charitable Foundation

The charitable foundation is incorporated under Delaware law as a non-stock, nonprofit corporation. The certificate of incorporation of the charitable foundation provides that the corporation is organized exclusively for charitable purposes as set forth in Section 501(c)(3) of the Internal Revenue Code. The charitable foundation’s certificate of incorporation also provides that no part of the net earnings of the charitable foundation will inure to the benefit of, or be distributable to, its members, directors or officers or to private individuals.

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The board of directors of the charitable foundation is responsible for establishing the foundation’s grant and donation policies, consistent with the purposes for which it was established. As directors of a nonprofit corporation, directors of the charitable foundation are at all times bound by their fiduciary duty to advance the foundation’s charitable goals, protect its assets and to act in a manner consistent with the charitable purposes for which the foundation was established. The directors of the charitable foundation are also responsible for directing the activities of the charitable foundation, including the management and voting of the shares of our common stock held by the charitable foundation. However, as required by Federal Reserve Board’s regulations, all shares of our common stock held by the charitable foundation are voted in the same ratio as all other shares of our common stock on all proposals considered by our stockholders.

Initially, the board of directors of the charitable foundation will consist of three members, who will be Dr. Paul Bussman, who is currently a director of Old Cullman and Cullman Savings Bank, T’aira Ugarkovich, who is currently an Executive Vice President of Cullman Savings Bank, and Dr. William F. Peinhardt, who is a former director of Old Cullman and Cullman Savings Bank. We may increase the size of the board of directors of the charitable foundation in the future.

The board of directors of the charitable foundation appoints officers and employees as necessary to manage its operations. To the extent applicable, we comply with the affiliates restrictions set forth in Sections 23A and 23B of the Federal Reserve Act and the Federal Reserve Board’s regulations governing transactions between Cullman Savings Bank and the charitable foundation.

The charitable foundation will receive working capital from our cash contribution and receives, with respect to the shares of our common stock that it owns:

(i) any dividends that may be paid on our shares of common stock in the future;

(ii) within the limits of applicable federal and state laws, loans collateralized by the shares of common stock; or

(iii) the proceeds of the sale of any of the shares of common stock in the open market from time to time.

Tax Considerations

We believe that an organization created for the above purposes should qualify as a Section 501(c)(3) exempt organization under the Internal Revenue Code and should be classified as a private foundation. Cullman Savings Bank Foundation will submit a timely request to the Internal Revenue Service to be recognized as an exempt organization. As long as Cullman Savings Bank Foundation files its application for tax-exempt status within 27 months after the date it was organized, and provided the Internal Revenue Service approves the application, its effective date as a Section 501(c)(3) organization will be the date of its organization.

As a private foundation under Section 501(c)(3) of the Internal Revenue Code, the charitable foundation is required to distribute annually in grants or donations a minimum of 5% of the average fair market value of its net investment assets.

New Cullman, Old Cullman, Cullman Savings Bank, MHC and Cullman Savings Bank are authorized by law to make charitable contributions. We believe that the offering presents a unique opportunity to make a contribution to the charitable foundation given the substantial amount of additional capital being raised. See “Capitalization” and “Historical and Pro Forma Regulatory Capital Compliance.”

We believe that our contribution to the charitable foundation should not constitute an act of self-dealing and that we should be entitled to a federal tax deduction in the same amount at the time of the contribution. We are permitted to deduct for charitable purposes only an amount equal to 10% of our annual pre-tax income in any one year. We are permitted under the Internal Revenue Code to carry the excess contribution over the six-year period

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following the contribution to the foundation. We estimate that all of the contribution should be deductible for federal tax purposes over a six-year period. However, we do not have any assurance that the Internal Revenue Service will grant tax-exempt status to the charitable foundation. In such event, our contribution to Cullman Savings Bank Foundation would be expensed without a tax benefit, resulting in a reduction in earnings in the year in which the Internal Revenue Service makes such a determination. Furthermore, even if the contribution is deductible, we may not have sufficient earnings to be able to use the deduction in full. Any decision to make additional contributions to the charitable foundation in the future would be based on an assessment of, among other factors, our financial condition at that time, the interests of our stockholders and depositors, and the financial condition and operations of the charitable foundation.

As a private foundation, earnings and gains, if any, from the sale of our common stock or other assets by the charitable foundation are exempt from federal and state income taxation. However, investment income, such as interest, dividends and capital gains, is generally taxed at a rate of 2%, although we may qualify for the lower 1% special rate. The charitable foundation is required to file an annual return with the Internal Revenue Service within four and one-half months after the close of its fiscal year. The charitable foundation is required to make its annual return available for public inspection. The annual return for a private foundation includes, among other things, an itemized list of all grants made or approved, showing the amount of each grant, the recipient, any relationship between a grant recipient and the foundation’s managers and a concise statement of the purpose of each grant.

Regulatory Requirements Imposed on the Foundation

Federal Reserve Board regulations require that the directors who serve on the charitable foundation’s board cannot participate in our board’s discussions concerning contributions to the charitable foundation, and cannot vote on the matter.

Federal Reserve Board regulations provide that the Federal Reserve Board will generally not object if a well-capitalized bank contributes to a charitable foundation an aggregate amount of 8% or less of the shares or proceeds issued in a stock offering. Cullman Savings Bank qualifies as a well-capitalized savings bank for purposes of this limitation, and the contribution to the charitable foundation will not exceed this limitation.

Federal Reserve Board regulations impose the following requirements on the charitable foundation:

• the charitable foundation’s primary purpose must be to serve and make grants in our local community;

• the Federal Reserve Board may examine the charitable foundation at the charitable foundation’s expense;

• the charitable foundation must comply with all supervisory directives imposed by the Federal Reserve Board;

• the charitable foundation must provide annually to the Federal Reserve Board a copy of the annual report that the charitable foundation submits to the Internal Revenue Service;

• the charitable foundation must operate according to written policies adopted by its board of directors, including a conflict of interest policy;

• the charitable foundation may not engage in self-dealing and must comply with all laws necessary to maintain its tax-exempt status under the Internal Revenue Code; and

• the foundation must vote its shares of our common stock in the same ratio as all of the other shares voted on each proposal considered by our stockholders.

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COMPARISON OF STOCKHOLDERS’ RIGHTS FOR STOCKHOLDERS OF

OLD CULLMAN

General. As a result of the conversion, stockholders of Old Cullman will become stockholders of New Cullman. The differing rights of stockholders of Old Cullman and stockholders of New Cullman result from differences between federal and Maryland law and regulations, and differences between Old Cullman’s federal stock charter and bylaws and New Cullman’s Maryland articles of incorporation and bylaws.

This discussion is not intended to be a complete statement of the differences affecting the rights of stockholders, but rather summarizes the material differences and similarities affecting the rights of stockholders. See “Where You Can Find Additional Information” for procedures for obtaining a copy of New Cullman’s articles of incorporation and bylaws.

Authorized Capital Stock. The authorized capital stock of Old Cullman consists of 20,000,000 shares of common stock, $0.01 par value per share, and 1,000,000 shares of preferred stock, $0.01 par value per share.

The authorized capital stock of New Cullman consists of 30,000,000 shares of common stock, $0.01 par value per share, and 5,000,000 shares of preferred stock, par value $0.01 per share.

Under Maryland General Corporation Law and New Cullman’s articles of incorporation, the board of directors may increase or decrease the number of authorized shares without stockholder approval. Stockholder approval is required to increase or decrease the number of authorized shares of Old Cullman.

Old Cullman’s charter and New Cullman’s articles of incorporation both authorize the board of directors to establish one or more series of preferred stock and, for any series of preferred stock, to determine the terms and rights of the series, including voting rights, dividend rights, conversion and redemption rates and liquidation preferences. As a result of the ability to fix voting rights for a series of preferred stock, our board of directors has the power, to the extent consistent with its fiduciary duty, to issue a series of preferred stock to persons friendly to management to attempt to block a hostile tender offer, merger or other transaction by which a third party seeks control. We currently have no plans for the issuance of additional shares for such purposes.

Issuance of Capital Stock. Pursuant to applicable laws and regulations, Cullman Savings Bank, MHC is required to own not less than a majority of the outstanding shares of Old Cullman common stock. Cullman Savings Bank, MHC will no longer exist following completion of the conversion.

New Cullman’s articles of incorporation do not contain restrictions on the issuance of shares of capital stock to directors, officers or controlling persons, whereas Old Cullman’s charter restricts such issuances to general public offerings, or to directors for qualifying shares, unless the share issuance or the plan under which they would generally be issued has been approved by stockholders. However, stock-based compensation plans, such as stock option plans and restricted stock plans, would have to be submitted for approval by New Cullman stockholders due to requirements of the Nasdaq Stock Market and to qualify stock options for favorable federal income tax treatment.

Voting Rights. Neither Old Cullman’s charter or bylaws nor New Cullman’s articles of incorporation or bylaws provide for cumulative voting for the election of directors. For additional information regarding voting rights, see “—Limitations on Voting Rights of Greater-than-10% Stockholders” below.

Payment of Dividends. Old Cullman’s ability to pay dividends depends, to a large extent, upon Cullman Savings Bank’s ability to pay dividends to Old Cullman, which is restricted by federal regulations and by federal income tax considerations related to savings banks.

The same restrictions will apply to Cullman Savings Bank’s ability to pay of dividends to New Cullman. In addition, Maryland law generally provides that New Cullman is limited to paying dividends in an amount equal to its capital surplus over payments that would be owed upon dissolution to stockholders whose preferential rights

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upon dissolution are superior to those receiving the dividend, and to an amount that would not make New Cullman insolvent.

Board of Directors. Old Cullman’s bylaws and New Cullman’s articles of incorporation require the board of directors to be divided into three classes and that the members of each class shall be elected for a term of three years and until their successors are elected and qualified, with one class being elected annually.

Under Old Cullman’s bylaws, any vacancies on the board of directors may be filled by the affirmative vote of a majority of the remaining directors although less than a quorum of the board of directors. Persons elected by the board of directors of Old Cullman to fill vacancies may only serve until the next election of directors by stockholders. Under New Cullman’s bylaws, any vacancy occurring on the board of directors, including any vacancy created by reason of an increase in the number of directors, may be filled only by the affirmative vote of two-thirds of the remaining directors, and any director so chosen shall hold office for the remainder of the term to which the director has been elected and until his or her successor is elected and qualified.

Limitations on Liability. The charter and bylaws of Old Cullman do not limit the personal liability of directors or officers.

New Cullman’s articles of incorporation provide that directors and officers will not be personally liable for monetary damages to New Cullman for certain actions as directors or officers, except for (i) receipt of an improper personal benefit, (ii) actions or omissions that are determined to have materially involved active and deliberate dishonesty, or (iii) to the extent otherwise provided by Maryland law. These provisions might, in certain instances, discourage or deter stockholders or management from bringing a lawsuit against directors or officers for a breach of their duties even though such an action, if successful, might benefit New Cullman.

Indemnification of Directors, Officers, Employees and Agents. As generally allowed under current Federal Reserve Board regulations and Old Cullman’s bylaws, Old Cullman will indemnify its current and former directors, officers and employees for any amount for which that person becomes liable under a judgment in, and any reasonable costs incurred in connection with, any litigation involving such person’s activities as a director, officer or employee if such person obtains a final judgment on the merits in his or her favor. In addition, indemnification is permitted in the case of a settlement, a final judgment against such person, or final judgment other than on the merits, if a majority of disinterested directors determines that such person was acting in good faith within the scope of his or her employment as he or she could reasonably have perceived it under the circumstances and for a purpose he or she could reasonably have believed under the circumstances was in the best interests of Old Cullman or its stockholders. Old Cullman also is permitted to pay ongoing expenses incurred by a director, officer or employee if a majority of disinterested directors concludes that such person may become entitled to indemnification.

The articles of incorporation of New Cullman provide that it shall indemnify (i) its current and former directors and officers to the fullest extent required or permitted by Maryland law, including the advancement of expenses, and (ii) other employees or agents to such extent as shall be authorized by the board of directors and Maryland law, all subject to any applicable federal law and regulation. Maryland law allows New Cullman to indemnify any person for expenses, liabilities, settlements, judgments and fines in suits in which such person has been made a party by reason of the fact that he or she is or was a director, officer or employee of New Cullman. No such indemnification may be given if the acts or omissions of the person are adjudged to be in bad faith and material to the matter giving rise to the proceeding, if such person is liable to the corporation for an unlawful distribution, or if such person personally received a benefit to which he or she was not entitled. The right to indemnification includes the right to be paid the expenses incurred in advance of final disposition of a proceeding.

Special Meetings of Stockholders. Old Cullman’s bylaws provide that special meetings of stockholders may be called by the chairman, the president, a majority of the members of the board of directors or the holders of not less than 10% of the outstanding capital stock entitled to vote at the meeting.

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New Cullman’s bylaws provide that special meetings of stockholders may be called by the president, the chief executive officer, the chairperson or by a majority vote of the total authorized directors, and shall be called upon the written request of stockholders entitled to cast at least a majority of all votes entitled to vote at the meeting.

Stockholder Nominations and Proposals. Old Cullman’s bylaws provide that stockholders may submit nominations for election of directors at an annual meeting of stockholders and may propose any new business to be taken up at such a meeting by filing the proposal in writing with Old Cullman at least five days before the date of any such meeting.

New Cullman’s bylaws provide that any stockholder desiring to make a nomination for the election of directors or a proposal for new business at a meeting of stockholders must submit written notice to New Cullman not less than 90 days nor more than 100 days before the anniversary date of the prior year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting is advanced to a date that is more than 30 days before the anniversary of the preceding year’s annual meeting, a stockholder’s written notice shall be timely only if delivered or mailed to and received by the Secretary of New Cullman at the principal executive office of the corporation no earlier than the day on which public disclosure of the date of such annual meeting is first made and no later than the tenth day following the day on which public disclosure of the date of such annual meeting is first made.

Management believes that it is in the best interests of New Cullman and its stockholders to provide sufficient time to enable management to disclose to stockholders information about a dissident slate of nominations for directors. This advance notice requirement may also give management time to solicit its own proxies in an attempt to defeat any dissident slate of nominations, should management determine that doing so is in the best interests of stockholders generally. Similarly, adequate advance notice of stockholder proposals will give management time to study such proposals and to determine whether to recommend to the stockholders that such proposals be adopted. In certain instances, such provisions could make it more difficult to oppose management’s nominees or proposals, even if stockholders believe such nominees or proposals are not in stockholders’ best interests.

Stockholder Action Without a Meeting. Under Old Cullman’s bylaws and under Maryland law with respect to New Cullman, action may be taken by stockholders without a meeting if all stockholders entitled to vote on the action consent to taking such action without a meeting.

Stockholder’s Right to Examine Books and Records. A federal regulation, which is applicable to Old Cullman, provides that stockholders may inspect and copy specified books and records after proper written notice for a proper purpose. Maryland law provides that a stockholder may inspect a company’s bylaws, stockholder minutes, annual statement of affairs and any voting trust agreements. However, only a stockholder or group of stockholders who together, for at least six months, have held at least 5% of the company’s total shares, have the right to inspect the company’s stock ledger, list of stockholders and books of accounts.

Limitations on Voting Rights of Greater-than-10% Stockholders. New Cullman’s articles of incorporation provide that no record owner of any of New Cullman’s outstanding common stock that is beneficially owned, directly or indirectly, by a person who beneficially owns more than 10% of the outstanding shares of common stock will be permitted to vote any shares in excess of such 10% limit. Old Cullman’s charter contained a similar provision, but with respect to shares held by persons other than Cullman Savings Bank, MHC; this provision expired in 2014, which was the fifth anniversary of Cullman Savings Bank’s initial mutual holding company reorganization.

In addition, federal regulations provide that for a period of three years following the date of the completion of the conversion and offering, no person, acting singly or together with associates in a group of persons acting in concert, may directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10% of a class of New Cullman’s equity securities without the prior written approval of the Federal Reserve Board. Where any person acquires beneficial ownership of more than 10% of a class of New Cullman’s equity securities without the prior written approval of the Federal Reserve Board, the securities beneficially owned by such person in excess of

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10% may not be voted by any person or counted as voting shares in connection with any matter submitted to the stockholders for a vote, and will not be counted as outstanding for purposes of determining the affirmative vote necessary to approve any matter submitted to the stockholders for a vote.

Director Qualifications. New Cullman’s bylaws provide that certain individuals are not eligible for election or appointment as a director, including an individual who (i) in the past ten years, has been subject to a cease and desist, consent or other formal order, other than a civil money penalty, from a financial or securities regulatory agency; (ii) has been convicted of a crime involving dishonesty or breach of trust which is punishable by imprisonment for a term exceeding one year under state or federal law; or (iii) is currently charged in any information, indictment, or other complaint with the commission of or participation in such a crime. The bylaws also include a residency requirement, and prohibit service on the board of directors where an individual: is, at the same time, associated with a bank, savings institution, credit union, mortgage banking company, consumer loan company or similar organization that engages in financial services related business activities or solicits customers in the same market area as New Cullman or any of its subsidiaries; does not agree in writing to comply with all of New Cullman’s policies applicable to directors including but not limited to its confidentiality policy and confirm in writing his or her qualifications under the bylaws; is a party to any agreement or arrangement with a party other than New Cullman or a subsidiary that (1) materially limits his or her voting discretion as a member of the board of directors, or (2) materially impairs his or her ability to discharge his or her fiduciary duties with respect to the fundamental strategic direction of New Cullman; or is the nominee or representative of a company or other entity of which any of the directors, partners, trustees or 10% stockholders would not be eligible for election or appointment to the board of directors under the bylaws.

Old Cullman’s bylaws contain an age limitation for directors. No person may serve as a director beyond the age of 70. New Cullman’s bylaws contain a limitation that provides that no person aged 70 or older is eligible for election, reelection, appointment, or reappointment to the board of directors.

Business Combinations with Interested Stockholders. Under Maryland law, “business combinations” between New Cullman and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, statutory share exchange or, in circumstances specified in the statute, certain transfers of assets, certain stock issuances and transfers, liquidation plans and reclassifications involving interested stockholders and their affiliates or issuance or reclassification of equity securities. Maryland law defines an interested stockholder as: (i) any person who beneficially owns 10% or more of the voting power of New Cullman’s voting stock after the date on which New Cullman had 100 or more beneficial owners of its stock; or (ii) an affiliate or associate of New Cullman at any time after the date on which New Cullman had 100 or more beneficial owners of its stock who, within the two-year period before the date in question, was the beneficial owner of 10% or more of the voting power of the then-outstanding voting stock of New Cullman. A person is not an interested stockholder under the statute if the board of directors approved in advance the transaction by which the person otherwise would have become an interested stockholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board.

After the five-year prohibition, any business combination between New Cullman and an interested stockholder generally must be recommended by the board of directors of New Cullman and approved by the affirmative vote of at least: (i) 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of New Cullman, and (ii) two-thirds of the votes entitled to be cast by holders of voting stock of New Cullman other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder. These super-majority vote requirements do not apply if New Cullman’s common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares.

Current federal regulations do not provide a vote standard for business combinations involving federal mid-tier stock holding companies, like Old Cullman.

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Mergers, Consolidations and Sales of Assets. As a result of an election made in New Cullman’s articles of incorporation, a merger or consolidation of New Cullman requires approval of a majority of all votes entitled to be cast by stockholders. However, no approval by stockholders is required for a merger if:

• the plan of merger does not make an amendment to the articles of incorporation that would be required to be approved by the stockholders;

• each stockholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations, and rights, immediately after; and

• the number of shares of any class or series of stock outstanding immediately after the effective time of the merger will not increase by more than 20% over the total number of voting shares outstanding immediately before the merger.

In addition, under certain circumstances the approval of the stockholders will not be required to authorize a merger with or into a 90%-owned subsidiary of New Cullman.

Under Maryland law, a sale of all or substantially all of New Cullman’s assets other than in the ordinary course of business, or a voluntary dissolution of New Cullman, requires the approval of its board of directors and the affirmative vote of two-thirds of the votes of stockholders entitled to be cast on the matter.

Current federal regulations do not provide a vote standard for mergers, consolidations or sales of assets by federal mid-tier stock holding companies, like Old Cullman.

Evaluation of Offers. The articles of incorporation of New Cullman provide that its board of directors, when evaluating a transaction that would or may involve a change in control of New Cullman (whether by purchases of its securities, merger, consolidation, share exchange, dissolution, liquidation, sale of all or substantially all of its assets, proxy solicitation or otherwise), may, in connection with the exercise of its business judgment in determining what is in the best interests of New Cullman and its stockholders and in making any recommendation to the stockholders, give due consideration to all relevant factors, including, but not limited to:

• the economic effect, both immediate and long-term, upon New Cullman’s stockholders, including stockholders, if any, who do not participate in the transaction;

• the social and economic effect on the present and future employees, creditors and customers of, and others dealing with, New Cullman and its subsidiaries and on the communities in which New Cullman and its subsidiaries operate or are located;

• whether the proposal is acceptable based on the historical, current or projected future operating results or financial condition of New Cullman;

• whether a more favorable price could be obtained for New Cullman’s stock or other securities in the future;

• the reputation and business practices of the other entity to be involved in the transaction and its management and affiliates as they would affect the employees of New Cullman and its subsidiaries;

• the future value of the stock or any other securities of New Cullman or the other entity to be involved in the proposed transaction;

• any antitrust or other legal and regulatory issues that are raised by the proposal;

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• the business and historical, current or expected future financial condition or operating results of the other entity to be involved in the transaction, including, but not limited to, debt service and other existing financial obligations, financial obligations to be incurred in connection with the proposed transaction, and other likely financial obligations of the other entity to be involved in the proposed transaction; and

• the ability of New Cullman to fulfill its objectives as a financial institution holding company and the ability of its subsidiary financial institution(s) to fulfill the objectives of a federally insured financial institution under applicable statutes and regulations.

If the board of directors determines that any proposed transaction should be rejected, it may take any lawful action to defeat such transaction.

Old Cullman’s charter and bylaws do not contain a similar provision.

Dissenters’ Rights of Appraisal. Under Maryland law, stockholders of New Cullman will not have dissenters’ appraisal rights in connection with a plan of merger or consolidation to which New Cullman is a party as long as the common stock of New Cullman trades on a national securities exchange.

Current federal regulations do not provide for dissenters’ appraisal rights for stockholders of federal mid-tier stock holding companies, like Old Cullman.

Forum Selection for Certain Stockholder Lawsuits. The articles of incorporation of New Cullman provide that, unless New Cullman consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of New Cullman, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of New Cullman to New Cullman or New Cullman’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Maryland General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine will be conducted in a state or federal court located within the State of Maryland, in all cases subject to the court’s having personal jurisdiction over the indispensible parties named as defendants. This exclusive forum provision does not apply to claims arising under the federal securities laws. Under the articles of incorporation, any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of New Cullman shall be deemed to have notice of and consented to the exclusive forum provision of the articles of incorporation. This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum it finds favorable for disputes with New Cullman and its directors, officers, and other employees or may cause a stockholder to incur additional expense by having to bring a claim in a judicial forum that is distant from where the stockholder resides, or both.

Old Cullman’s charter and bylaws do not contain a similar provision.

Amendment of Governing Instruments. No amendment of Old Cullman’s charter may be made unless it is first proposed by the board of directors, then approved or pre-approved by the Federal Reserve Board, and thereafter approved by the holders of a majority of the total votes eligible to be cast at a legal meeting. Amendments to Old Cullman’s bylaws require either preliminary approval by or post-adoption notice to the Federal Reserve Board as well as approval of the amendment by a majority vote of the authorized board of directors, or by a majority of the votes cast by the stockholders of Old Cullman at any legal meeting.

New Cullman’s articles of incorporation may be amended, upon the submission of an amendment by the board of directors to a vote of the stockholders, by the affirmative vote of at least two-thirds of the outstanding shares of common stock, or by the affirmative vote of a majority of the outstanding shares of common stock if at least two-thirds of the members of the whole board of directors approves such amendment; provided, however, that approval by at least 80% of the outstanding voting stock is generally required to amend the following provisions:

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(i) the limitation on voting rights of persons who directly or indirectly beneficially own more than 10% of the outstanding shares of common stock;

(ii) the division of the board of directors into three staggered classes;

(iii) the ability of the board of directors to fill vacancies on the board;

(iv) the requirement that directors may only be removed for cause and by the affirmative vote of at least two-thirds of the votes eligible to be cast by stockholders;

(v) the ability of the board of directors to amend and repeal the bylaws;

(vi) the ability of the board of directors to evaluate a variety of factors in evaluating offers to purchase or otherwise acquire New Cullman;

(vii) the authority of the board of directors to provide for the issuance of preferred stock;

(viii) the validity and effectiveness of any action lawfully authorized by the affirmative vote of the holders of a majority of the total number of outstanding shares of common stock;

(ix) the number of stockholders constituting a quorum or required for stockholder consent;

(x) the indemnification of current and former directors and officers, as well as employees and other agents, by New Cullman;

(xi) the limitation of liability of officers and directors to New Cullman for money damages;

(xii) the inability of stockholders to cumulate their votes in the election of directors;

(xiii) the advance notice requirements for stockholder proposals and nominations;

(xiv) the requirement that the forum for certain actions or disputes will be a state or federal court located within the State of Maryland; and

(xv) the provision of the articles of incorporation requiring approval of at least 80% of the outstanding voting stock to amend the provisions of the articles of incorporation provided in (i) through (xiv) of this list.

New Cullman’s articles of incorporation also provide that the bylaws may be amended by the affirmative vote of a majority of New Cullman’s directors or by the stockholders by the affirmative vote of at least 80% of the total votes eligible to be voted at a duly constituted meeting of stockholders. Any amendment of this super-majority requirement for amendment of the bylaws would also require the approval of 80% of the outstanding voting stock.

RESTRICTIONS ON ACQUISITION OF NEW CULLMAN

Although the board of directors of New Cullman is unaware of any effort that might be made to obtain control of New Cullman after the conversion, the board of directors believes that it is appropriate to include certain provisions as part of New Cullman’s articles of incorporation to protect the interests of New Cullman and its stockholders from takeovers which the board of directors might conclude are not in the best interests of New Cullman or its stockholders.

The following discussion is a general summary of the material provisions of Maryland law, New Cullman’s articles of incorporation and bylaws, Cullman Savings Bank’s charter and certain other regulatory provisions that may be deemed to have an “anti-takeover” effect. The following description is necessarily general and is not

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intended to be a complete description of the document or regulatory provision in question. New Cullman’s articles of incorporation and bylaws are included as part of Cullman Savings Bank, MHC’s application for conversion filed with the Federal Reserve Board and New Cullman’s registration statement filed with the Securities and Exchange Commission. See “Where You Can Find Additional Information.”

Maryland Law and Articles of Incorporation and Bylaws of New Cullman

Maryland law, as well as New Cullman’s articles of incorporation and bylaws, contain a number of provisions relating to corporate governance and rights of stockholders that may discourage future takeover attempts. As a result, stockholders who might desire to participate in such transactions may not have an opportunity to do so. In addition, these provisions will also render the removal of the board of directors or management of New Cullman more difficult.

Directors. The board of directors will be divided into three classes. The members of each class will be elected for a term of three years and only one class of directors will be elected annually. Thus, it would take at least two annual elections to replace a majority of the board of directors. The bylaws establish qualifications for board members, including restrictions on affiliations with competitors of Cullman Savings Bank, restrictions based upon prior legal or regulatory violations and a residency requirement. Further, the bylaws impose notice and information requirements in connection with the nomination by stockholders of candidates for election to the board of directors or the proposal by stockholders of business to be acted upon at an annual meeting of stockholders. Such notice and information requirements are applicable to all stockholder business proposals and nominations, and are in addition to any requirements under the federal securities laws.

Restrictions on Calling Special Meetings. The articles of incorporation and bylaws provide that special meetings of stockholders can be called by the president, the chairperson, by a majority of the whole board of directors or upon the written request of stockholders entitled to cast at least a majority of all votes entitled to vote at the meeting.

Prohibition of Cumulative Voting. The articles of incorporation prohibit cumulative voting for the election of directors.

Limitation of Voting Rights. The articles of incorporation provide that no record owner of any of New Cullman’s outstanding common stock that is beneficially owned, directly or indirectly, by a person who beneficially owns more than 10% of the outstanding shares of common stock will be permitted to vote any shares in excess of such 10% limit. This provision has been included in the articles of incorporation in reliance on Section 2-507(a) of the Maryland General Corporation Law, which entitles stockholders to one vote for each share of stock unless the articles of incorporation provide for a greater or lesser number of votes per share or limit or deny voting rights.

Restrictions on Removing Directors from Office. The articles of incorporation provide that directors may be removed only for cause, and only by the affirmative vote of the holders of at least two-thirds of the voting power of all of New Cullman’s then-outstanding common stock entitled to vote (after giving effect to the limitation on voting rights discussed above in “—Limitation of Voting Rights”).

Authorized but Unissued Shares. After the conversion, New Cullman will have authorized but unissued shares of common and preferred stock. See “Description of Capital Stock of New Cullman.” The articles of incorporation authorize 10,000,000 shares of serial preferred stock. New Cullman is authorized to issue preferred stock from time to time in one or more series subject to applicable provisions of law, and the board of directors is authorized to fix the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of the shares of each such series. In the event of a proposed merger, tender offer or other attempt to gain control of New Cullman that the board of directors does not approve, it may be possible for the board of directors to authorize the issuance of a series of preferred stock with rights and preferences that would impede the completion of the transaction. An effect of the possible issuance of preferred stock therefore may be to deter a future attempt to gain control of New Cullman. The board of directors has no present plan or understanding to issue any preferred stock.

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Amendments to Articles of Incorporation and Bylaws. Amendments to the articles of incorporation must be approved by the board of directors and by the affirmative vote of at least two-thirds of the outstanding shares of common stock, or by the affirmative vote of a majority of the outstanding shares of common stock if at least two-thirds of the members of the whole board of directors approves such amendment; provided, however, that approval by at least 80% of the outstanding voting stock is generally required to amend certain provisions. A list of these provisions is provided under “Comparison of Stockholders’ Rights For Stockholders of Old Cullman—Amendment of Governing Instruments.”

The articles of incorporation also provide that the bylaws may be amended by the affirmative vote of a majority of New Cullman’s directors or by the affirmative vote of at least 80% of the total votes eligible to be cast by stockholders at a duly constituted meeting of stockholders. Any amendment of this super-majority requirement for amendment of the bylaws would also require the approval of 80% of the total votes eligible to be cast.

The provisions requiring the affirmative vote of 80% of the total votes eligible to be cast for certain stockholder actions have been included in the articles of incorporation of New Cullman in reliance on Section 2-104(b)(4) of the Maryland General Corporation Law, which permits the articles of incorporation to require a greater proportion of votes than the proportion that would otherwise be required for stockholder action under the Maryland General Corporation Law.

Business Combinations with Interested Stockholders. Maryland law restricts mergers, consolidations, sales of assets and other business combinations between New Cullman and an “interested stockholder.” See “Comparison of Stockholders’ Rights for Stockholders of Old Cullman—Mergers, Consolidations and Sales of Assets.”

Evaluation of Offers. The articles of incorporation of New Cullman provide that its board of directors, when evaluating a transaction that would or may involve a change in control of New Cullman (whether by purchases of its securities, merger, consolidation, share exchange, dissolution, liquidation, sale of all or substantially all of its assets, proxy solicitation or otherwise), may, in connection with the exercise of its business judgment in determining what is in the best interests of New Cullman and its stockholders and in making any recommendation to the stockholders, give due consideration to all relevant factors, including, but not limited to, certain enumerated factors. For a list of these enumerated factors, see “Comparison of Stockholders’ Rights for Stockholders of Old Cullman—Evaluation of Offers.”

Purpose and Anti-Takeover Effects of New Cullman’s Articles of Incorporation and Bylaws. Our board of directors believes that the provisions described above are prudent and will reduce our vulnerability to takeover attempts and certain other transactions that have not been negotiated with and approved by our board of directors. These provisions also will assist us in the orderly deployment of the offering proceeds into productive assets during the initial period after the conversion. We believe these provisions are in the best interests of New Cullman and its stockholders. Our board of directors believes that it will be in the best position to determine the true value of New Cullman and to negotiate more effectively for what may be in the best interests of all our stockholders. Accordingly, our board of directors believes that it is in the best interests of New Cullman and all of our stockholders to encourage potential acquirers to negotiate directly with the board of directors and that these provisions will encourage such negotiations and discourage hostile takeover attempts. It is also the view of our board of directors that these provisions should not discourage persons from proposing a merger or other transaction at a price reflective of the true value of New Cullman and that is in the best interests of all our stockholders.

Takeover attempts that have not been negotiated with and approved by our board of directors present the risk of a takeover on terms that may be less favorable than might otherwise be available. A transaction that is negotiated and approved by our board of directors, on the other hand, can be carefully planned and undertaken at an opportune time in order to obtain maximum value for our stockholders, with due consideration given to matters such as the management and business of the acquiring corporation.

Although a tender offer or other takeover attempt may be made at a price substantially above the current market price, such offers are sometimes made for less than all of the outstanding shares of a target company. As a

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result, stockholders may be presented with the alternative of partially liquidating their investment at a time that may be disadvantageous, or retaining their investment in an enterprise that is under different management and whose objectives may not be similar to those of the remaining stockholders.

Despite our belief as to the benefits to stockholders of these provisions of New Cullman’s articles of incorporation and bylaws, these provisions also may have the effect of discouraging a future takeover attempt that would not be approved by our board of directors, but pursuant to which stockholders may receive a substantial premium for their shares over then current market prices. As a result, stockholders who might desire to participate in such a transaction may not have any opportunity to do so. Such provisions will also make it more difficult to remove our board of directors and management. Our board of directors, however, has concluded that the potential benefits outweigh the possible disadvantages.

Federal Conversion Regulations

Federal Reserve Board regulations prohibit any person from making an offer, announcing an intent to make an offer or participating in any other arrangement to purchase stock or acquire stock or subscription rights in a converting institution or its holding company from another person before completion of its conversion. Further, without the prior written approval of the Federal Reserve Board, no person may make an offer or announcement of an offer to purchase shares or actually acquire shares of a converted institution or its holding company for a period of three years from the date of the completion of the conversion if, upon the completion of such offer, announcement or acquisition, the person would become the beneficial owner of more than 10% of the outstanding stock of the institution or its holding company. The Federal Reserve Board has defined “person” to include any individual, group acting in concert, corporation, partnership, association, joint stock company, trust, unincorporated organization or similar company, a syndicate or any other group formed for the purpose of acquiring, holding or disposing of securities of an insured institution. However, offers made exclusively to a bank or its holding company, or to an underwriter or member of a selling group acting on the converting institution’s or its holding company’s behalf for resale to the general public, are excepted. The regulation also provides civil penalties for willful violation or assistance in any such violation of the regulation by any person connected with the management of the converting institution or its holding company or who controls more than 10% of the outstanding shares or voting rights of a converted institution or its holding company.

Change in Control Law and Regulations

Under the Change in Bank Control Act, a federal law, no person may acquire control of an insured savings bank or its parent holding company unless the Federal Reserve Board has been given 60 days’ prior written notice and has not issued a notice disapproving the proposed acquisition. The Federal Reserve Board takes into consideration certain factors, including the financial and managerial resources of the acquirer and the competitive effects of the acquisition. In addition, federal regulations provide that no company may acquire control of a savings bank without the prior approval of the Federal Reserve Board. Any company that acquires such control becomes a “savings and loan holding company” subject to registration, examination and regulation by the Federal Reserve Board.

Control, as defined under federal law, means ownership, control of or holding irrevocable proxies representing more than 25% of any class of voting stock, control in any manner of the election of a majority of the company’s directors, or a determination by the Federal Reserve Board that the acquirer has the power to direct, or directly or indirectly exercise a controlling influence over, the management or policies of the institution. Acquisition of more than 10% of any class of a savings and loan holding company’s voting stock constitutes a rebuttable determination of control under the regulations under certain circumstances including where, as will be the case with New Cullman, the issuer has registered securities under Section 12 of the Securities Exchange Act of 1934. Federal Reserve Board regulations provide that parties seeking to rebut control will be provided an opportunity to do so in writing.

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The Federal Reserve Board adopted a final rule, effective September 30, 2020, that revised its framework for determining whether a company has a “controlling influence” over a bank or savings and loan holding company for purposes of the Bank and Savings and Loan Holding Company Acts.

DESCRIPTION OF CAPITAL STOCK OF NEW CULLMAN

General

New Cullman is authorized to issue 30,000,000 shares of common stock, par value of $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. New Cullman currently expects to issue in the offering and exchange up to 7,406,000 shares of common stock, at the adjusted maximum of the offering range. New Cullman will not issue shares of preferred stock in the conversion. Each share of common stock will have the same relative rights as, and will be identical in all respects to, each other share of common stock. Upon payment of the subscription price for the common stock, in accordance with the plan of conversion, all of the shares of common stock will be duly authorized, fully paid and non-assessable.

The shares of common stock will represent non-withdrawable capital, will not be an account of an insurable type, and will not be insured by the Federal Deposit Insurance Corporation or any other government agency.

Common Stock

Dividends. New Cullman may pay dividends on its common stock if, after giving effect to such dividends, it would be able to pay its debts in the usual course of business and its total assets would exceed the sum of its total liabilities plus the amount needed to satisfy the preferential rights upon dissolution of stockholders whose preferential rights on dissolution are superior to those receiving the dividends. However, even if New Cullman’s assets are less than the amount necessary to satisfy the requirement set forth above, New Cullman may pay dividends from: its net earnings for the fiscal year in which the distribution is made; its net earnings for the preceding fiscal year; or the sum of its net earnings for the preceding eight fiscal quarters. The payment of dividends by New Cullman is also subject to limitations that are imposed by applicable regulation, including restrictions on payments of dividends that would reduce New Cullman’s assets below the then-adjusted balance of its liquidation account. The holders of common stock of New Cullman will be entitled to receive and share equally in dividends as may be declared by our board of directors out of funds legally available therefor. If New Cullman issues shares of preferred stock, the holders thereof may have a priority over the holders of the common stock with respect to dividends.

Voting Rights. Upon completion of the offering and exchange, the holders of common stock of New Cullman will have exclusive voting rights in New Cullman. They will elect New Cullman’s board of directors and act on other matters as are required to be presented to them under Maryland law or as are otherwise presented to them by the board of directors. Generally, each holder of common stock will be entitled to one vote per share and will not have any right to cumulate votes in the election of directors. Any person who beneficially owns more than 10% of the then-outstanding shares of New Cullman’s common stock, however, will not be entitled or permitted to vote any shares of common stock held in excess of the 10% limit. If New Cullman issues shares of preferred stock, holders of the preferred stock may also possess voting rights. Certain matters require the approval of 80% of our outstanding common stock.

As a federally chartered stock savings bank, corporate powers and control of Cullman Savings Bank are vested in its board of directors, who elect the officers of Cullman Savings Bank and who fill any vacancies on the board of directors. Voting rights of Cullman Savings Bank are vested exclusively in the owners of the shares of capital stock of Cullman Savings Bank, which will be New Cullman, and voted at the direction of New Cullman’s board of directors. Consequently, the holders of the common stock of New Cullman will not have direct control of Cullman Savings Bank.

Liquidation. In the unlikely event of any liquidation, dissolution or winding up of Cullman Savings Bank, New Cullman, as the holder of 100% of Cullman Savings Bank’s capital stock, would be entitled to receive all

143

assets of Cullman Savings Bank available for distribution, after payment or provision for payment of all debts and liabilities of Cullman Savings Bank, including all deposit accounts and accrued interest thereon, and after distribution of the balance in the liquidation account to Eligible Account Holders and Supplemental Eligible Account Holders. In the unlikely event of liquidation, dissolution or winding up of New Cullman, the holders of its common stock would be entitled to receive, after payment or provision for payment of all its debts and liabilities (including payments with respect to its liquidation account), all of the assets of New Cullman available for distribution. If preferred stock is issued, the holders thereof may have a priority over the holders of the common stock in the event of liquidation or dissolution.

Preemptive Rights. Holders of the common stock of New Cullman will not be entitled to preemptive rights with respect to any shares that may be issued. The common stock is not subject to redemption.

Preferred Stock

None of New Cullman’s authorized shares of preferred stock will be issued as part of the offering or the conversion. Preferred stock may be issued with preferences and designations as our board of directors may from time to time determine. Our board of directors may, without stockholder approval, issue shares of preferred stock with voting, dividend, liquidation and conversion rights that could dilute the voting strength of the holders of the common stock and may assist management in impeding an unfriendly takeover or attempted change in control.

Forum Selection for Certain Stockholder Lawsuits

The articles of incorporation of New Cullman provide that, unless New Cullman consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of New Cullman, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of New Cullman to New Cullman or New Cullman’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Maryland General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine will be conducted in a state or federal court located within the State of Maryland, in all cases subject to the court’s having personal jurisdiction over the indispensible parties named as defendants. This exclusive forum provision does not apply to claims arising under the federal securities laws. Under the articles of incorporation, any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of New Cullman shall be deemed to have notice of and consented to the exclusive forum provision of the articles of incorporation. This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum it finds favorable for disputes with New Cullman and its directors, officers, and other employees or may cause a stockholder to incur additional expense by having to bring a claim in a judicial forum that is distant from where the stockholder resides, or both.

TRANSFER AGENT

The transfer agent and registrar for New Cullman’s common stock is Continental Stock Transfer & Trust Company, New York, New York.

EXPERTS

The consolidated financial statements of Old Cullman as of December 31, 2020 and 2019 and for the years then ended have been included in this prospectus and in the registration statement in reliance upon the report of Crowe LLP, an independent registered public accounting firm, appearing elsewhere in this prospectus, and upon the authority of said firm as experts in accounting and auditing.

Keller & Company, Inc. has consented to the publication in this prospectus of the summary of its report setting forth its opinion as to the estimated pro forma market value of the shares of common stock of New Cullman upon completion of the conversion and offering and of its letters with respect to subscription rights and the liquidation accounts.

144

LEGAL MATTERS

Luse Gorman, PC, Washington, D.C., counsel to New Cullman, Cullman Savings Bank, MHC, Old Cullman and Cullman Savings Bank, has issued to New Cullman its opinions regarding the legality of the common stock and the federal income tax consequences of the conversion. Taylor Vise Brown & King, LLC, Birmingham, Alabama, has provided an opinion to us regarding the Alabama income tax consequences of the conversion. Certain legal matters will be passed upon for Raymond James and, in the event of a syndicated community offering, for any other co-managers, by Kilpatrick Townsend & Stockton LLP, Washington, D.C.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

New Cullman has filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933 with respect to the shares of common stock offered hereby. As permitted by the rules and regulations of the Securities and Exchange Commission, this prospectus does not contain all the information set forth in the registration statement. Such information, including the appraisal report, which is an exhibit to the registration statement, can be examined without charge through the Securities and Exchange Commission’s web site (www.sec.gov), which contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission, including New Cullman. The statements contained in this prospectus as to the contents of any contract or other document filed as an exhibit to the registration statement are, of necessity, brief descriptions of the material terms of, and should be read in conjunction with, such contract or document.

Cullman Savings Bank, MHC has filed an application for conversion with the Federal Reserve Board, and New Cullman has filed a savings and loan holding company application with the Federal Reserve Board. To obtain a copy of the applications filed with the Federal Reserve Board, you may contact Kathryn Haney, Applications Manager of the Federal Reserve Bank of Atlanta, at (404) 498-7298. The plan of conversion is available for inspection, upon request, at each of Cullman Savings Bank’s offices.

In connection with the offering, New Cullman will register its common stock under Section 12 of the Securities Exchange Act of 1934 and, upon such registration, New Cullman and the holders of its common stock will become subject to the proxy solicitation rules, reporting requirements and restrictions on common stock purchases and sales by directors, officers and greater than 10% stockholders, the annual and periodic reporting and certain other requirements of the Securities Exchange Act of 1934. Under the plan of conversion, New Cullman has undertaken that it will not terminate such registration for a period of at least three years following the completion of the offering.

145

CULLMAN BANCORP, INC.

Cullman, Alabama

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

CONTENTS

INDEPENDENT AUDITOR’S REPORT	F-2
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS	F-3
CONSOLIDATED STATEMENTS OF NET INCOME	F-4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	F-5
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY	F-6
CONSOLIDATED STATEMENTS OF CASH FLOWS	F-7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-8

F-1

	Crowe LLP Independent Member Crowe Global

Report of Independent Registered Public Accounting Firm

Shareholders and the Board of Directors

Cullman Bancorp, Inc.

Cullman, Alabama

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Cullman Bancorp, Inc. (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of net income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years then ended, and the related notes (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, 2020 and 2019, 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 of America.

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 audit 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.

Crowe LLP

We have served as the Company’s auditor since 2005.

Atlanta, Georgia

March 12, 2021

F-2

CULLMAN BANCORP, INC.

CONSOLIDATED BALANCE SHEETS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

	2020			2019
ASSETS
Cash and cash equivalents	$	3,136		$	3,096
Federal funds sold		57,225			3,000
Total cash and cash equivalents		60,361			6,096
Securities available for sale		18,875			23,544
Loans held for sale		173			—
Loans, net of allowance of $2,361 and $2,218, as of December 31, 2020 and 2019		231,799			248,785
Premises and equipment, net		8,576			8,538
Foreclosed real estate		434			386
Accrued interest receivable		1,001			983
Restricted equity securities		2,541			2,452
Bank owned life insurance		5,657			5,506
Deferred tax asset, net		854			889
Other assets		1,125			876
Total assets	$	331,396		$	298,055
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits
Non-interest bearing	$	14,375		$	10,450
Interest bearing		202,588			178,438
Total deposits		216,963			188,888
Federal Home Loan Bank advances		53,500			51,500
Accrued interest payable		100			269
Other liabilities		3,958			4,003
Total liabilities		274,521			244,660
Shareholders’ equity
Common stock, $0.01 par value; 20,000,000 shares authorized; 2,449,919 and 2,370,578 shares outstanding at
December 31, 2020 and December 31, 2019		24			24
Additional paid-in capital		6,687			6,476
Retained earnings		49,679			46,964
Accumulated other comprehensive income		542			44
Unearned ESOP shares, at cost		(57	)		(113	)
Total shareholders’ equity		56,875			53,395
Total liabilities and shareholders’ equity	$	331,396		$	298,055

See accompanying notes to consolidated financial statements.

F-3

CULLMAN BANCORP, INC.

CONSOLIDATED STATEMENTS OF NET INCOME

Years Ended December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

	2020		2019
Interest and dividend income:
Loans, including fees	$	13,468	$	13,360
Securities		530		627
Federal funds sold and other		174		345
Total interest income		14,172		14,332
Interest expense:
Deposits		1,696		1,897
Federal Home Loan Bank advances and other borrowings		1,171		1,221
Total interest expense		2,867		3,118
Net interest income		11,305		11,214
Provision for loan losses		152		55
Net interest income after provision for loan losses		11,153		11,159
Noninterest income:
Service charges on deposit accounts		734		796
Income on bank owned life insurance		151		151
Gain on sales of mortgage loans		462		409
Gain on sale of securities available for sale		—		2
Net gain on sale of foreclosed real estate		2		13
Other		100		85
Total noninterest income		1,449		1,456
Noninterest expense:
Salaries and employee benefits		5,502		5,148
Occupancy and equipment		765		819
Data processing		549		648
Professional and supervisory fees		528		422
Office expense		202		207
Advertising		87		176
FDIC deposit insurance		47		37
Other		419		406
Total noninterest expense		8,099		7,863
Income before income taxes		4,503		4,752
Income tax expense		957		1,018
Net income	$	3,546	$	3,734
Earnings per share:
Basic	$	1.49	$	1.57
Diluted		1.49		1.56

F-4

CULLMAN BANCORP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

	2020			2019
Net income	$	3,546		$	3,734
Other comprehensive income, net of tax
Unrealized gain on securities available for sale		630			483
Reclassification adjustment for (gains) included in net income related to sale of securities available for sale		—			(2	)
Less income tax effect		(132	)		(101	)
Other comprehensive income		498			380
Comprehensive income	$	4,044		$	4,114

F-5

CULLMAN BANCORP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Years Ended December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

	Shares			Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (loss)			Unearned ESOP Shares			Total
Balance at January 1, 2019		2,397,780		$	24	$	7,147		$	44,072		$	(336	)	$	(218	)	$	50,689
Net income										3,734									3,734
Other comprehensive income										—			380						380
Share repurchase		(27,202	)		—		(943	)											(943	)
Net Settlement of common stock options exercised		—					75												75
ESOP shares earned							176									105			281
ROU Asset Adj										(3	)								(3	)
Divended paid										(839	)								(839	)
Stock-based compensation expense		—			—		21			—			—			—			21
Balance at December 31, 2019		2,370,578		$	24	$	6,476		$	46,964		$	44		$	(113	)	$	53,395
Balance at January 1, 2020		2,370,578		$	24	$	6,476		$	46,964		$	44		$	(113	)	$	53,395
Net income										3,546									3,546
Other comprehensive income										—			498						498
Net Settlement of common stock options exercised		—					54												54
Share repurchase		(659	)		—		(164	)											(164	)
ESOP shares earned							78									56			134
Divended paid										(831	)								(831	)
Restricted stock awards granted		80,000																	—
Stock-based compensation expense		—			—		243			—			—			—			243
Balance at December 31, 2020		2,449,919		$	24	$	6,687		$	49,679		$	542		$	(57	)	$	56,875

F-6

CULLMAN BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

	2020			2019
Cash flows from operating activities
Net income	$	3,546		$	3,734
Adjustments to reconcile net income to net cash from operating activities:
Provision for loan losses		(152	)		(55	)
Depreciation and amortization, net		577			401
Deferred income tax benefit		(98	)		(48	)
Gains from sales and impairment of foreclosed real estate		(1	)		(13	)
Gains from sales of securities		—			(2	)
Income on bank owned life insurance		(151	)		(151	)
Gain on sales of mortgage loans		(462	)		(409	)
Mortgage loans originated for sale		(17,439	)		(11,882	)
Mortgage loans sold		17,728			12,426
ESOP compensation expense		134			281
Stock based compensation expense		243			21
Net change in operating assets and liabilities
(Increase)/Decrease in Accrued interest receivable		(18	)		(62	)
(Increase)/Decrease in Accrued interest payable		(169	)		28
(Increase)/Decrease Other		(294	)		213
Net cash provided by operating activities		3,444			4,482
Cash flows from investing activities
Purchases of premises and equipment, net		(430	)		(307	)
Purchases of securities		(10,701	)		(4,581	)
Proceeds from the sale of securities		—			1,188
Proceeds from maturities, prepayments and calls of securities		15,952			3,249
Proceeds from sales of foreclosed real estate		61			156
Purchases of restricted equity securities		(89	)		(115	)
Loan originations and payments, net		16,894			(6,201	)
Net cash provided by (used in) investing activities		21,687			(6,611	)
Cash flows from financing activities
Net increase (decrease) in deposits		28,075			(1,062	)
Proceeds from Federal Home Loan Bank advances		48,500			50,500
Repayment of Federal Home Loan Bank advances		(46,500	)		(48,000	)
Proceeds from exercise of stock options		54			75
Cash payment of dividends		(831	)		(839	)
Purchase of Treasury Stock		(164	)		(943	)
Repurchase and retirement of common stock		—			—
Net cash provided by (used) financing activities		29,134			(269	)
Net change in cash and cash equivalents		54,265			(2,398	)
Cash and cash equivalents at beginning of year		6,096			8,494
Cash and cash equivalents at end of year	$	60,361		$	6,096
Supplemental cash flow information
Interest paid	$	3,036		$	3,090
Income taxes paid		862			1,150
Supplemental noncash disclosures:
Transfers from loans to foreclosed assets		108			440
Loans advanced for sales of foreclosed assets or investment property		—			40
Lease Liabilities arising from obtaining right-of-use assets		223			87

See accompanying notes to consolidated financial statements.

F-7

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Principles of Consolidation: The consolidated financial statements of Cullman Bancorp, Inc. (“the Bancorp”) include the accounts of its wholly owned subsidiary, Cullman Savings Bank (“the Bank”), together referred to as “the Company”. The Company is majority owned (57%) by Cullman Savings Bank, MHC. These financial statements do not include the transactions and balances of Cullman Savings Bank, MHC.

The Company provides financial services through its offices in Cullman County, Alabama. Its primary deposit products are checking, savings, and term certificate accounts, and its primary lending products are residential mortgage, commercial, and installment loans. Substantially all loans are secured by specific items of collateral including business assets, consumer assets, and commercial and residential real estate. Commercial loans are expected to be repaid from cash flow from operations of businesses. There are no significant concentrations of loans to any one industry or customer. However, the customers’ ability to repay their loans is dependent on the real estate and general economic conditions in the area.

On October 8, 2009, the Bank completed its conversion and reorganization from a mutual savings bank into a two-tier mutual holding stock company. In accordance with the plan of reorganization, Cullman Bancorp, Inc. (of which Cullman Savings Bank became a wholly-owned subsidiary) issued and sold shares of capital stock to eligible depositors of Cullman Savings Bank. Cullman Bancorp, Inc.’s common stock began trading on the over-the-counter market under the symbol “CULL” on October 9, 2009.

The shares held by the public represents 43% of the common stock of Cullman Bancorp, Inc. Additionally, the shares contributed to the charitable foundation represents 2% or 50,255 shares. In 2002, the Board of Directors voted to create a foundation for the purpose of giving back to our community in yet another way. The Cullman Savings Foundation continues to give back to various community projects. Cullman Savings Bank, MHC owns 57% or 1,403,731 shares.

Use of Estimates: To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ.

Restrictions on Cash: Cash on hand or on deposit with the Federal Reserve Bank was required to meet regulatory reserve and clearing requirements.

Cash Flows: Cash and cash equivalents include cash, deposits with other financial institutions with maturities fewer than 90 days, and federal funds sold. Net cash flows are reported for customer loan and deposit transactions, federal funds purchased, and premises and equipment transactions.

Securities: Debt securities are classified as available for sale when they might be sold before maturity. Securities available for sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax.

F-8

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Interest income includes amortization and accretion of purchase premiums and discounts. Premiums and discounts on securities are amortized and accreted using the level-yield method without anticipating prepayments, except for mortgage backed securities where prepayments are anticipated. Gains and losses on sales are recorded on the trade date and determined using the specific identification method.

Management evaluates securities for other-than-temporary impairment (OTTI) at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. For securities in an unrealized loss position, management considers the extent and duration of the unrealized loss, and the financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: (1) OTTI related to credit loss, which must be recognized in the income statement; and (2) OTTI related to other factors, which is recognized in other comprehensive income. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis.

Loans: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of deferred loan fees and costs and an allowance for loan losses. Interest income is accrued on the unpaid principal balance. Management defers any material loan fees net of certain direct costs and amortizes these deferred fees or costs into interest income using the level yield method without anticipating prepayments.

Interest income on loans is discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in process of collection. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. Nonaccrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans. All interest accrued but not received for loans placed on nonaccrual is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured or when it otherwise becomes well secured and in the process of collection.

Concentration of Credit Risk: Most of the Company’s business activity is with customers located within Cullman County. Therefore, the Company’s exposure to credit risk is significantly affected by changes in the economy in the Cullman County area.

Allowance for Loan Losses: The allowance for loan losses is a valuation allowance for probable incurred credit losses. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged-off.

F-9

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The allowance consists of specific and general components. The specific component consists of the amount of impairment related to loans that have been evaluated on an individual basis, and the general component consists of the amount of impairment related to loans that have been evaluated on a collective basis. Loans are considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Loans for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings and classified as impaired.

Troubled debt restructurings are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loan’s effective rate at inception. If a troubled debt restructuring is considered to be a collateral dependent loan, the loan is reported, net, at the fair value of the collateral. For troubled debt restructurings that subsequently default, the Company determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses.

The general component covers non-impaired loans and is based on historical loss experience adjusted for current factors. The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Company over the most recent 12 quarters. This actual loss experience is supplemented with other economic factors based on the risks present for each portfolio segment. These economic factors include consideration of the following: levels of and trends in delinquencies and impaired loans; levels of and trends in charge-offs and recoveries; trends in volume and terms of loans; effects of any changes in risk selection and underwriting standards; other changes in lending policies, procedures, and practices; experience, ability, and depth of lending management and other relevant staff; national and local economic trends and conditions; industry conditions; and effects of changes in credit concentrations.

Management utilizes an internal loan grading system and assigns each loan a grade of pass, special mention, substandard, or doubtful, which are more fully explained in Note 3. All loan relationships over $150 graded substandard and doubtful are evaluated for impairment. The amount of impairment, if any, is measured by a comparison of the loan’s carrying value to the net present value of future cash flows using the loan’s exiting rate or at the fair value of collateral if repayment is expected to solely from the collateral.

All loans graded pass, special mention, substandard and doubtful not specifically evaluated for impairment are collectively evaluated for impairment by portfolio segment. To develop and document a systematic methodology for determining the portion of the allowance for loan losses for loans evaluated collectively, the Company has divided the loan portfolio into six portfolio segments, each with different risk characteristics and methodologies for assessing risk. Those portfolio segments are discussed below:

One-to-four family real estate: One-to-four family residential loans consist primarily of loans secured by first or second liens or mortgages on primary residences. We originate adjustable-rate and fixed-rate, one-to-four-family residential real estate loans for the construction, purchase or refinancing of a mortgage. These loans are collateralized by owner-occupied properties located in the Company’s market area. Loans on one-to-four-family residential real estate are generally originated in amounts of up to 89.9% for owner-occupied one-to-four family homes and up to 80% for non-owner occupied homes. Mortgage title insurance and hazard insurance are normally required.

Commercial real estate: Commercial real estate loans consist of loans to finance real estate purchases, refinancings, expansions and improvements to commercial properties. Commercial real estate loans are

F-10

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

made to finance the purchases of real property, which generally consists of real estate with completed structures. These commercial real estate loans are secured by first liens on the real estate, which primarily include office buildings, farms, retail and mixed-use properties, churches, warehouses and restaurants located within the Company’s market area. The Company’s underwriting analysis includes credit verification, independent appraisals, a review of the borrower’s financial condition, and a detailed analysis of the borrower’s underlying cash flows.

Commercial real estate loans are larger than one-to-four family residential loans and involve greater credit risk. Often these loans are made to single borrowers or groups of related borrowers, and the repayment of these loans largely depends on the results of operations and management of these properties. Adverse economic conditions also affect the repayment ability to a greater extent than one-to-four real estate loans. These loans are typically originated in amounts of no more than 85% of the appraised value or the purchase price of the property with an appropriate projected debt service coverage ratio. The Company’s underwriting analysis includes considering the borrower’s expertise and requires verification of the borrower’s credit history, income and financial statements, banking relationships, independent appraisals, references and income projections for the property. The Company generally obtains personal guarantees on these loans.

Multi-family real estate: Multi-family real estate loans generally have a maximum term of 20 years and are secured by apartment buildings in the Company’s market area. The interest rates on these loans are generally fixed for an initial period five years. These loans are generally made in amounts of up to 85% of the lesser of the appraised value or the purchase price of the property with an appropriate projected debt service coverage ratio. The Company’s underwriting analysis includes considering the borrower’s expertise and requires verification of the borrower’s credit history, income and financial statements, banking relationships, independent appraisals, references and income projections for the property. The Company generally obtains personal guarantees on these loans.

Multi-family real estate loans generally present a higher level of risk than loans secured by one-to-four family residences. This greater risk is due to several factors, including the concentration of principal in a limited number of loans and borrowers, the effects of general economic conditions on income-producing properties and the increased difficulty of evaluating and monitoring these types of loans. Furthermore, the repayment of loans secured by multi-family residential real estate is typically dependent upon the successful operation of the related real estate project.

Construction real estate: Construction loans consist of loans to individuals for the construction of their primary residences and, to a limited extent, loans to builders and commercial borrowers for owner-occupied projects. Loans to individuals for the construction of their residences typically run for up to 12 months and then convert to permanent loans. These construction loans have rates and terms comparable to one-to-four family loans. During the construction phase, the borrower pays interest only. The maximum loan-to-value ratio of owner-occupied single-family construction loans is 85%. Residential construction loans are generally underwritten pursuant to the same guidelines used for originating permanent residential loans.

F-11

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Construction loans generally are made for relatively short terms. However, to the extent construction loans are not made to owner-occupants of single-family homes, they are more vulnerable to changes in economic conditions and the concentration of credit with a limited number of borrowers. Further, the nature of these loans is such that they are more difficult to evaluate and monitor. The risk of loss on a construction loan is dependent largely upon the accuracy of the initial estimate of the property’s value upon completion of the project and the estimated cost (including interest) of the project. The maximum loan-to-value ratio of owner-occupied single-family construction loans is 85%.

Commercial: Commercial business loans and lines of credit consist of loans to small- and medium-sized companies in the Company’s market area. Commercial business loans are generally used for working capital purposes or for acquiring equipment, inventory or furniture. Interest rates on these loans are fixed rates. Primarily all of the Company’s commercial loans are secured loans, along with a small amount of unsecured loans. The Company’s underwriting analysis consists of a review of the financial statements of the borrower, the lending history of the borrower, the debt service capabilities of the borrower, the projected cash flows of the business, the value of the collateral, if any, and whether the loan is guaranteed by the principals of the borrower. Commercial business loans are generally secured by accounts receivable, inventory and equipment.

Commercial business loans are typically made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business, which makes them of higher risk than one-to-four family residential loans and the collateral securing loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business. We seek to minimize these risks through our underwriting standards.

Consumer: Consumer loans mainly consist of variable-rate and fixed-rate home equity lines-of-credit secured by a lien on the borrower’s primary residence. Home equity products are limited to 89.99% of the property value less any other mortgages if the first loan is with the Bank. Home equity products in a secondary lien position are limited to 80% of the property value less any superior liens. The Company uses the same underwriting standards for home equity lines-of-credit as it uses for one-to-four family residential mortgage loans. Home equity lines-of-credit provide for an initial draw period of up to ten years, with monthly payments of 1.5% of the outstanding balance or interest only payments calculated on the outstanding balance. At the end of the initial term, the line may be paid in full or restructured through our then current home equity program. To that extent, most of our consumer loans share approximately the same level of risk as one-to-four family residential mortgages.

Loans Held for Sale: Mortgage loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or market, as determined by outstanding commitments from investors. Net unrealized losses, if any, are recorded as a valuation allowance and charged to earnings. Mortgage loans held for sale are generally sold with servicing rights released. Gains and losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan sold.

Mortgage Banking Derivatives: Commitments to fund mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of these mortgage loans are accounted for as derivatives not qualifying for hedge accounting. The fair values of these derivatives have not been recognized at 2020 and 2019 because they are not significant.

F-12

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Premises and Equipment: Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Buildings and related components are depreciated using the straight-line method with useful lives ranging from 15 to 43 years. Furniture, fixtures and equipment are depreciated using the straight-line method with useful lives ranging from 3 to 20 years.

Foreclosed Real Estate: Real estate acquired through loan foreclosure is recorded at fair value less cost to sell when acquired, establishing a new cost basis. Physical possession of residential real estate property collateralizing a consumer mortgage loan occurs when legal title is obtained upon completion of foreclosure or when the borrower conveys all interest in the property to satisfy the loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. These assets are subsequently accounted for at the lower of cost or fair value less costs to sell. Valuations are periodically performed and any reductions in fair value result in a write down of the carrying value and a charge to the income statement. Revenues and expenses from operations are recognized in the income statement as earned or incurred.

Restricted Equity Securities: The Bank is a member of the FHLB system. Members are required to own a certain amount of stock based on the level of borrowings and other factors and may invest in additional amounts. FHLB stock is carried at cost, classified as a restricted security, periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income.

Service Charges/Non-Interest Income: The company earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees, which include services such as ATM use fees, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the customer’s account balance.

Income Taxes: Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. The principal differences relate to deferred compensation, foreclosed assets, premises and equipment, and the allowance for loan losses. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.

The Company recognizes interest and/or penalties related to income tax matters in income tax expense.

Comprehensive Income: Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on securities available for sale which are also recognized as a separate component of equity.

F-13

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Bank Owned Life Insurance: The Company has purchased life insurance policies on certain officers and directors. Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.

Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there now are such matters that will have a material effect on the financial statements.

Stock-Based Compensation: Compensation cost is recognized for stock options and restricted stock awards issued to employees, based on the fair value of these awards at the date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Company’s common stock at the date of grant is used for restricted stock awards. Compensation cost is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award.

Loan Commitments and Related Financial Instruments: Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded. The fair value of standby letters of credit at December 31, 2020 and 2019 were not significant and have not been recorded.

Fair Value of Financial Instruments: Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or market conditions could significantly affect the estimates.

Operating Segments: While the chief decision-makers monitor the revenue streams of the various products and services, operations are managed and financial performance is evaluated on a Company-wide basis. Operating segments are aggregated into one as operating results for all segments are similar. Accordingly, all of the financial service operations are considered by management to be aggregated in one reportable operating segment.

Retirement Plans: Employee 401(k)/profit sharing plan expense is the amount of employer contributions. Deferred compensation and supplemental retirement plan expense allocates the benefits over years of services.

Employee Stock Ownership Plan: The cost of shares issued to the ESOP, but not yet allocated to participants, is shown as a reduction of shareholders’ equity. Compensation expense is based on the market price of shares as they are committed to be released to participant accounts. Dividends, when paid, on allocated ESOP shares reduce retained earnings; dividends, when paid, on unearned ESOP shares reduce debt and accrued interest.

Earnings per Common Share: Basic earnings per common share is net income divided by the weighted average number of common shares outstanding during the period. ESOP shares are considered outstanding for this calculation unless unearned. All outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends are considered participating securities for this calculation.

F-14

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Diluted earnings per common share includes the dilutive effect of additional potential common shares issuable under stock options. Earnings and dividends per share are restated for all stock splits and stock dividends through the date of issuance of the financial statements.

Dividend Restriction: Banking regulations require maintaining certain capital levels and may limit the dividends paid by the Bank to the Bancorp or by the Bancorp to shareholders.

RECENT ACCOUNTING PRONOUNCEMENTS AND ACCOUNTING CHANGES

The following provides a brief description of accounting standards that could have a material impact to the Bank’s consolidated financial statements upon adoption.

Standard: ASU 2016-13, Measurement of Credit Losses on Financial Instruments

Required Date of Adoption: January 1, 2023

Description: This ASU amends Topic 326, Financial Instruments- Credit Losses to replace the current incurred loss accounting model with a current expected credit loss approach (CECL) for financial instruments measured at amortized cost and other commitments to extend credit. The amendments require entities to consider all available relevant information when estimating current expected credit losses, including details about past events, current conditions, and reasonable and supportable forecasts. The resulting allowance for credit losses is to reflect the portion of the amortized cost basis that the entity does not expect to collect. The amendments also eliminate the current accounting model for purchased credit impaired loans and debt securities. While the CECL model does not apply to available for sale debt securities, the ASU does require entities to record an allowance when recognizing credit losses for AFS securities, rather than reduce the amortized cost of the securities by direct write-offs. Entities that have loans accounted for under ASC 310-30 (purchase credit impaired loans) at the time of adoption should prospectively apply the guidance in this amendment for purchase credit deteriorated assets.

Effect on the Bank’s financial statements or other significant matters: The Bank has developed a project plan that results in the adoption of the standard in the fiscal year beginning after December 15, 2022. Key project implementation activities for 2020 focused on execution and implementation, processes and control, policies, disclosures, and data resolution. The Bank expects adoption of the standard will result in an overall increase in the allowance for credit losses given the change from accounting for losses inherent in the loan portfolio to accounting for losses over the remaining expected life of the portfolio. The bank will recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective. Additionally, there could be decreases in the allowance in certain of our loan portfolios at adoption. The amount of the change in these allowances will be impacted by the portfolio composition and quality at the adoption date as well as economic conditions and forecasts at that time.

F-15

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 2 – SECURITIES AVAILABLE FOR SALE

The fair value of available for sale securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income at December 31, 2020 and 2019 were as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
2020
Municipal – taxable	$	11,086	$	542	$	(16	)	$	11,612
Municipal – tax exempt		2,809		41		—			2,850
Residential mortgage-backed, GSE		2,823		67		—			2,890
SBA guaranteed debenture		1,471		52		—			1,523
Total	$	18,189	$	702	$	(16	)	$	18,875
2019
U.S. government sponsored agencies	$	9,166	$	—	$	(38	)	$	9,128
Municipal – taxable		7,891		214		(124	)		7,981
Municipal – tax exempt		3,308		16		(1	)		3,323
Residential mortgage-backed, GSE		1,443		16		(1	)		1,458
SBA guaranteed debenture		1,680		—		(26	)		1,654
Total	$	23,488	$	246	$	(190	)	$	23,544

The Company’s mortgage-backed securities are primarily issued by government sponsored enterprises (GSEs) and agencies such as Fannie Mae and Ginnie Mae as denoted in the tables above and below as GSE.

The proceeds from sales and calls of securities and the associated gains and losses are listed below:

	2020		2019
Proceeds	$	14,580	$	3,584
Gross gains		—		2
Gross losses		—		—

The tax expense related to these net realized gains was less than $1 in 2019.

F-16

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 2 – SECURITIES AVAILABLE FOR SALE (Continued)

The amortized cost and fair value of the investment securities portfolio are shown below by expected maturity. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.

	December 31, 2020
	Amortized Cost		Estimated Fair Value
Due one year or less	$	365	$	366
Due from one to five years		1,680		1,723
Due from five to ten years		3,324		3,554
Due after ten years		8,526		8,819
Residential mortgage-backed		2,823		2,890
SBA guaranteed debenture		1,471		1,523
Total	$	18,189	$	18,875

Carrying amounts of securities pledged to secure public deposits as of December 31, 2020 and 2019 were $9,169 and $10,898, respectively. At December 31, 2020 and 2019, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies in an amount greater than 10% of shareholders’ equity.

Securities with unrealized losses at December 31, 2020 and 2019, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows:

	Less Than 12 Months					12 Months or More				Total
2020	Fair Value		Unrealized Loss			Fair     Value		Unrealized Loss		Fair Value		Unrealized Loss
Municipal – taxable	$	1,816	$	(16	)	$	—	$	—	$	1,816	$	(16	)
Total temporarily impaired	$	1,816	$	(16	)	$	—	$	—	$	1,816	$	(16	)

F-17

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 2 – SECURITIES AVAILABLE FOR SALE (Continued)

	Less Than 12 Months					12 Months or More					Total
2019	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U.S. government sponsored agencies	$	7,134	$	(31	)	$	1,493	$	(7	)	$	8,627	$	(38	)
Municipal – taxable		3,179		(124	)		—		—			3,179		(124	)
Municipal – tax exempt		289		(1	)		—		—			289		(1	)
Residential mortgage-backed, GSE		416		(1	)		—		—			416		(1	)
SBA guaranteed debenture		1,654		(26	)		—		—			1,654		(26	)
Total temporarily impaired	$	12,672	$	(183	)	$	1,493	$	(7	)	$	14,165	$	(190	)

The Company evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. The Company considers the length of time and the extent to which the fair value has been less than cost and the financial condition and near-term prospects of the issuer. Additionally, the Company considers its intent to sell or whether it will be more likely than not it will be required to sell the security prior to the security’s anticipated recovery in fair value. In analyzing an issuer’s financial condition, the Company may consider whether the securities are issued by the federal Government sponsored agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition.

There were two municipal–taxable securities with unrealized losses at December 31, 2020. None of the unrealized losses for these securities have been recognized into net income for the year ended December 31, 2020 because the issuer’s bonds are of high credit quality, management does not intend to sell and it is likely that management will not be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely due to changes interest rates. The fair value is expected to recover as the bonds approach their maturity date or reset date.

F-18

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 3 – LOANS

Loans at December 31, 2020 and 2019 were as follows:

	2020		2019
Real estate loans:
One- to four-family	$	114,766	$	127,362
Multi-family		4,867		4,540
Commercial		77,841		74,167
Construction		5,504		8,712
Total real estate loans		202,978		214,781
Commercial loans		25,485		28,572
Consumer loans:
Home equity loans and lines of credit		3,520		4,966
Other consumer loans		2,347		2,718
Total consumer loans		5,867		7,684
Total loans		234,330		251,037
Net deferred loan fees		(170)		(34)
Allowance for loan losses		(2,361)		(2,218)
Loans, net	$	231,799	$	248,785

F-19

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 3 – LOANS (Continued)

The following tables present the activity in the allowance for loan losses for the years ended December 31, 2020 and 2019. The recorded investment in loans in any of the following tables does not include accrued and unpaid interest or any deferred loan fees or costs, as amounts are not significant.

	Real Estate
December 31, 2020	One-to-Four Family		Multi-Family		Commercial		Construction			Commercial			Consumer			Total
Allowance for loan losses:
Beginning balance	$	1,200	$	21	$	632	$	66		$	223		$	76		$	2,218
Charge-offs		—		—		—		—			—			(20	)		(20	)
Recoveries		5		—		—		—			—			6			11
Provision for loan losses		95		6		114		(29	)		(36	)		2			152
Total ending allowance balance	$	1,300	$	27	$	746	$	37		$	187		$	64		$	2,361
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	—	$	—	$	—	$	—		$	—		$	—		$	—
Collectively evaluated for impairment		1,300		27		746		37			187			64			2,361
Total ending allowance balance	$	1,300	$	27	$	746	$	37		$	187		$	64		$	2,361
Loans:
Loans individually evaluated for impairment	$	439	$	—	$	6,561	$	—		$	1,191		$	—		$	8,191
Loans collectively evaluated for impairment		114,327		4,867		71,280		5,504			24,294			5,867			226,139
Total ending loans balance	$	114,766	$	4,867	$	77,841	$	5,504		$	25,485		$	5,867		$	234,330

F-20

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 3 – LOANS (Continued)

	Real Estate
December 31, 2019	One-to-Four Family			Multi-Family			Commercial		Construction		Commercial		Consumer			Total
Allowance for loan losses:
Beginning balance	$	1,226		$	25		$	608	$	40	$	185	$	79		$	2,163
Charge-offs		—			—			—		—		—		(1	)		(1	)
Recoveries		1			—			—		—		—		—			1
Provision for loan losses		(27	)		(4	)		24		26		38		(2	)		55
Total ending allowance balance	$	1,200		$	21		$	632	$	66	$	223	$	76		$	2,218
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	—		$	—		$	—	$	—	$	—	$	—		$	—
Collectively evaluated for impairment		1,200			21			632		66		223		76			2,218
Total ending allowance balance	$	1,200		$	21		$	632	$	66	$	223	$	76		$	2,218
Loans:
Loans individually evaluated for impairment	$	23		$	—		$	2,457	$	—	$	—	$	—		$	2,480
Loans collectively evaluated for impairment		127,339			4,540			71,710		8,712		28,572		7,684			248,557
Total ending loans balance	$	127,362		$	4,540		$	74,167	$	8,712	$	28,572	$	7,684		$	251,037

F-21

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 3 – LOANS (Continued)

The following tables presents loans individually evaluated for impairment by portfolio class at December 31, 2020 and 2019 and the respective average balances of impaired loans and interest income recognized for the twelve months ended December 31, 2020 and 2019:

	2020						2019
	Unpaid Principal Balance		Recorded Investment		Related Allowance		Unpaid Principal Balance		Recorded Investment		Related Allowance
With no recorded allowance:
Real estate loans:
One- to four-family	$	468	$	439	$	—	$	47	$	23	$	—
Multi-family		—		—		—		—		—		—
Commercial		6,561		6,561		—		2,496		2,457		—
Commercial loans:		1,191		1,191		—		—		—		—
Consumer loans:		—		—		—		—		—		—
Total	$	8,220	$	8,191	$	—	$	2,543	$	2,480	$	—

	2020				2019
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no recorded allowance:
Real estate loans:
One- to four-family	$	576	$	25	$	318	$	14
Multi-family		—		—		—		—
Commercial		3,425		214		2,629		195
Commercial loans:		1,066		77		—		—
Consumer loans:		—		—		—		—
Total	$	5,067	$	316	$	2,947	$	209

There were no loans individually evaluated for impairment with recorded allowance for the years ending December 31, 2020 and 2019. The difference between interest income recognized and cash basis interest income recognized was not material.

F-22

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 3 – LOANS (Continued)

The following tables present the aging of the recorded investment in past due loans at December 31, 2020 and 2019 by portfolio class of loans:

December 31, 2020	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Total Loans
Real estate loans:
One- to four-family	$	1,723	$	370	$	104	$	2,197	$	112,569	$	114,766
Multi-family		—		—		—		—		4,867		4,867
Commercial		437		—		—		437		77,404		77,841
Construction		—		—		—		—		5,504		5,504
Total real estate loans		2,160		370		104		2,634		200,344		202,978
Commercial loans		8		—		—		8		25,477		25,485
Consumer loans:
Home equity loans and lines of credit		—		33		—		33		3,487		3,520
Other consumer loans		2		—		—		2		2,345		2,347
Total	$	2,170	$	403	$	104	$	2,677	$	231,653	$	234,330
December 31, 2019
Real estate loans:
One- to four-family	$	1,447	$	1,151	$	85	$	2,683	$	124,679	$	127,362
Multi-family		—		—		—		—		4,540		4,540
Commercial		—		—		—		—		74,167		74,167
Construction		—		—		—		—		8,712		8,712
Total real estate loans		1,447		1,151		85		2,683		212,098		214,781
Commercial loans		113		4		—		117		28,455		28,572
Consumer loans:
Home equity loans and lines of credit		—		—		—		—		4,966		4,966
Other consumer loans		21		—		—		21		2,697		2,718
Total	$	1,581	$	1,155	$	85	$	2,821	$	248,216	$	251,037

A loan need not be placed in nonaccrual status if the loan is a consumer loan (loans to individuals for household, family and other personal expenditures) or the loan is secured by a 1-4 family residential property. Such loans should be subject to other alternative methods of evaluation to assure that the Bank’s interest income is not materially overstated. The loans that were past due 90 days or more were accruing interest as of December 31, 2020 due to the fact that they were well secured and in the process of collection.

F-23

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 3 – LOANS (Continued)

The following tables present the recorded investment in nonaccrual loans by class of loans as of December 31, 2020 and December 31, 2019:

	2020		2019
Real estate loans:
One- to four-family	$	18	$	23
Commercial real estate		—		—
Construction		—		—
Total real estate loans		18		23
Commercial loans:		—		27
Consumer loans:
Other consumer loans		—		—
Total consumer loans		—		—
Total loans	$	18	$	50

Troubled Debt Restructurings:

Troubled debt restructurings at December 31, 2020 and 2019 were $2,336 and $2,480, respectively. The amount of impairment allocated to loans whose loan terms have been modified in troubled debt restructurings was $0 at December 31, 2020 and 2019. The Company has committed no additional amounts at December 31, 2020 and 2019 to customers with outstanding loans that are classified as troubled debt restructurings.

There were no loans modified as troubled debt restructurings that occurred during the year December 31, 2020 and 2019.

The troubled debt restructurings resulted in no charge offs during the year ended December 31, 2020 and 2019.

F-24

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 3 – LOANS (Continued)

There were no troubled debt restructurings for which there was a payment default within twelve months of the modification during the years ended December 31, 2020 and 2019. A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms.

In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Company’s internal underwriting policy.

During the year ended December 31, 2020, we originated $9.8 million of small business loans under the Payment Protection Program (PPP), created by the CARES Act, which was signed into law in March 2020. The CARES Act established the PPP through the SBA, which allowed us to lend money to small businesses to maintain employee payrolls through the COVID-19 crisis with guarantees from the SBA. Under this program, loan amounts may be forgiven if the borrower maintains employee payrolls and meet certain other requirements. PPP loans have a fixed interest rate of 1.00% and a maturity date of either two or five years. Such loans totaled $5.1 million at December 31, 2020, which is included in the commercial loans.

Additionally, the Company is working with borrowers impacted by COVID-19 and providing modifications to include principal and interest deferral. These modifications are excluded from troubled debt restructuring classification under Section 4013 of the CARES Act or under applicable interagency guidance of the federal banking regulators. During the year ended December 31, 2020, the Company modified 61 loans with outstanding balances of $17,732. There is only one loan still on deferral for an outstanding balance of $2,684.

Credit Quality Indicators:

The Company utilizes a grading system whereby all loans are assigned a grade based on the risk profile of each loan. Loan grades are determined based on an evaluation of relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. All loans, regardless of size, are analyzed and are given a grade based upon the management’s assessment of the ability of borrowers to service their debts. The analysis is performed on a quarterly basis.

The Company uses the following definitions for loan grades:

Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of repayment prospects for the loan or of the institution’s credit position at some future date.

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

F-25

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 3 – LOANS (Continued)

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

Loans not meeting the criteria above are graded Pass. These loans are included within groups of homogenous pools of loans based upon portfolio segment and class for estimation of the allowance for loan losses on a collective basis.

F-26

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 3 – LOANS (Continued)

At December 31, 2020 and 2019, based on the most recent analysis performed, the loan grade for each loan by portfolio class is as follows:

	Pass		Special Mention		Substandard		Doubtful		Total
December 31, 2020
Real estate loans:
One- to four-family	$	114,139	$	—	$	627	$	—	$	114,766
Multi-family		4,867		—		—		—		4,867
Commercial		71,280		—		6,561		—		77,841
Construction		5,504		—		—		—		5,504
Total real estate loans		195,790		—		7,188		—		202,978
Commercial loans		24,122		112		1,251		—		25,485
Consumer loans
Home equity loans and lines of credit		3,520		—		—		—		3,520
Other consumer loans		2,347		—		—		—		2,347
Total	$	225,779	$	112	$	8,439	$	—	$	234,330
December 31, 2019
Real estate loans:
One- to four-family	$	127,254	$	—	$	108	$	—	$	127,362
Multi-family		4,540		—		—		—		4,540
Commercial		71,671		—		2,496		—		74,167
Construction		8,712		—		—		—		8,712
Total real estate loans		212,177		—		2,604		—		214,781
Commercial loans		28,544		—		28		—		28,572
Consumer loans
Home equity loans and lines of credit		4,966		—		—		—		4,966
Other consumer loans		2,718		—		—		—		2,718
Total	$	248,405	$	—	$	2,632	$	—	$	251,037

The one remaining modified loan under the CARES Act is classified substandard as of December 31, 2020.

F-27

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 4 – PREMISES AND EQUIPMENT

Premises and equipment at December 31, 2020 and 2019 were as follows:

	2020			2019
Land	$	1,365		$	1,365
Buildings and improvements		13,624			13,234
Furniture, fixtures and equipment		2,160			2,120
		17,149			16,719
Less: Accumulated depreciation		(8,573	)		(8,181	)
	$	8,576		$	8,538

Depreciation expense for the years ended December 31, 2020 and 2019 was $419 and $407, respectively.

NOTE 5 – DEPOSITS

Time deposits that meet or exceed the FDIC Insurance limit of $250 at December 31, 2020 and 2019 were $35,110 and $38,820, respectively. Scheduled maturities of time deposits at December 31, 2020 for the next five years were as follows:

2021	$	46,405
2022		23,131
2023		8,388
2024		5,243
2025		2,876

F-28

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 6 – FEDERAL HOME LOAN BANK ADVANCES AND OTHER DEBT

At year-end, advances from the Federal Home Loan Bank were as follows:

	2020		2019
Maturities March 2024 through March 2030, fixed rate at rates from 1.385% to 2.2025%, averaging 1.74%	$	53,500	$	—
Maturities October 2021 through January 2030, fixed rate at rates from 1.353% to 2.455%, averaging 1.99%		—		51,500
Total	$	53,500	$	51,500

Each advance is payable at its maturity date, with a prepayment penalty for fixed rate advances. The average rate of 1.74% is a blended rate, which includes prepayment penalties when the Company refinanced $46,500 of the advances. Additionally, the bank prepaid $5,000 in July of 2020 and expensed $167 of prepayment penalties. The advances were collateralized by $89,780 and $89,963 of eligible first mortgage 1-4 family, multi-family, and commercial loans under a blanket lien arrangement at December 31, 2020 and 2019, respectively. Based on this collateral and the Company’s holdings of FHLB stock, the Company is eligible to borrow additional funds of $43,782 at year-end 2020.

Payments over the next five years are as follows:

2021	$	—
2022		—
2023		—
2024		5,000
2025		8,500
Thereafter		40,000

The Company had approximately $10,000 available in a line of credit for federal funds (or the equivalent thereof) with correspondent banks at December 31, 2020. There were no amounts outstanding as of December 31, 2020 or December 31, 2019.

F-29

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 7 - INCOME TAXES

Income tax expense for the years ended December 31, 2020 and 2019 was as follows:

	2020			2019
Current
Federal	$	811		$	818
State		243			248
Total current		1,054			1,066
Deferred
Federal		(82	)		(44	)
State		(15	)		(4	)
Total deferred		(97	)		(48	)
Total	$	957		$	1,018

Temporary differences between tax and financial reporting that result in net deferred tax assets (liabilities) are as follows at December 31, 2020 and 2019:

	2020			2019
Deferred tax assets:
Deferred compensation	$	792		$	673
Allowance for loan losses		535			496
Loss from other-than-temporary impairment		—			68
Other		88			62
Total deferred tax assets		1,415			1,299
Deferred tax liabilities:
FHLB stock dividends		(55	)		(55	)
Deferred loan fees, net		(22	)		(12	)
Basis difference in fixed assets		(317	)		(237	)
Net unrealized gain on securities available for sale		(144	)		(12	)
Other		(23	)		(26	)
Total deferred tax liabilities		(561	)		(342	)
Valuation allowance		—			(68	)
Net deferred tax asset	$	854		$	889

A valuation allowance against deferred tax assets was required at December 31, 2019. The other than temporary impairment charges in 2015 were considered a capital loss for federal income tax purposes and could only be deducted to the extent of capital gains. For federal tax purposes, these capital losses expired on December 31, 2020 and no valuation allowance was necessary as of December 31, 2020. For state tax purposes, these capital losses are deductible against ordinary and capital gain income.

F-30

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 7 - INCOME TAXES (Continued)

In years ended December 31, 1985 and prior the Company was allowed under the Internal Revenue Code to deduct, subject to certain conditions, an annual addition to a reserve for bad debts (reserve method) in determining taxable income. Legislation enacted in August 1986 repealed the reserved method effective for the Company for the year ended December 31, 1986. Therefore, retained earnings at December 31, 2020 and 2019 included approximately $1,248, which represents such bad debt deductions for which no deferred income taxes have been provided.

A reconciliation of the amount computed by applying the federal statutory rate of 21% to pretax income with income tax expense (benefit) for the year ended December 31, 2020 and 2019 is as follows:

	2020			2019
Tax expense at statutory rate	$	946		$	998
State taxes, net of federal effect		192			196
Tax exempt income		(62	)		(65	)
Other, net		(119	)		(111	)
Income tax	$	957		$	1,018

The Company does not have any uncertain tax positions and does not expect any significant change in uncertain tax positions in the next year, and the Company does not have any interest and penalties recorded in the statement of income for the years ended December 31, 2020 and 2019. The Company and its subsidiary are subject to U.S. federal income tax as well as income tax of the state of Alabama. The Company is no longer subject to examination by taxing authorities for years before 2017.

NOTE 8 - EMPLOYEE BENEFIT PLANS

The Company has two deferred compensation plans. One plan covers Company directors whereby directors’ fees are deferred and matched by the Company at an amount of $6 per year. Under the director’s plan, the Company pays each participant, or their beneficiary, the amount of compensation deferred and any matching thereon accumulated over the service period plus interest over 10 years, beginning with the individual’s termination of service. The other plan is an officer’s deferred bonus plan. Under the officer’s plan, participants are fully vested in their deferrals plus interest accrued after five years of service. The expense incurred under these plans for the years ended December 31, 2020 and 2019 was $560 and $478, respectively. The liability accrued under these plans for the years ended December 31, 2020 and 2019 was $2,914 and $2,660, respectively.

To provide funds for the payments under these deferred compensation agreements, the Company has purchased insurance policies on the lives of the directors covered by these plans.

F-31

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 8 - EMPLOYEE BENEFIT PLANS (Continued)

The Company sponsors a profit-sharing plan that covers all employees (salaried and hourly employees who worked 1,000 hours or more) who have one or more years of service. Contributions are 100% vested after three years of service. The Company may contribute to the plan of up to 15% of the annual compensation of the employees covered under the plan. Charges to expense with respect to the plan for the years ended December 31, 2020 and 2019 were $460 and $443, respectively.

NOTE 9 - EMPLOYEE STOCK OWNERSHIP PLAN

The Company created an Employee Stock Ownership Plan (ESOP) in October 2009, the ESOP borrowed from the Company to purchase 98,500 shares of the Company’s common stock at $10 during 2009. The Company makes discretionary contributions to the ESOP, as well as paying dividends on unallocated shares to the ESOP, and the ESOP uses funds it receives to repay the loan. When loan payments are made, ESOP shares are allocated to participants based on relative compensation and expense is recorded. Dividends on allocated shares increase participant accounts.

During 2017, the Company performed a plan to plan transfer, where the Company Stock held by the employees in the profit-sharing plan was transferred to the employees’ ESOP plans. This resulted in 140,972 shares being transferred into the Allocated to participants section.

Participants receive the shares at the end of employment. A participant may require stock received to be repurchased unless the stock is traded on an established market.

Contributions to the ESOP were $61 and $106 for 2020 and 2019, respectively. The expense recognized for the same periods was $134 and $281, respectively.

Shares held by the ESOP at December 31, 2020 and 2019 were as follows at year-end:

	2020		2019
Allocated to participants		225,882		220,889
Unearned		5,652		11,305
Total ESOP shares		231,534		232,194
Fair value of unearned shares	$	158	$	348

F-32

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 10 - REGULATORY CAPITAL MATTERS

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. The net unrealized gain or loss on available for sale securities is not included in computing regulatory capital. Management believes as of December 31, 2020, the Bank meets all capital adequacy requirements to which they are subject.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At year-end 2020 and 2019, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution’s category.

In 2019, the federal banking agencies jointly issued a final rule that provides for an optional, simplified measure of capital adequacy, the community bank leverage ratio framework (CBLR framework), for qualifying community banking organizations, consistent with Section 201 of the Economic Growth, Regulatory Relief, and Consumer Protection Act. The final rule became effective January 1, 2020 and was elected by the Bank as of December 31, 2020. In April 2020, the federal banking agencies issued an interim final rule that makes temporary changes to the CBLR framework, pursuant to section 4012 of the Coronavirus Aid, Relief and Economics Security (CARES) Act, and a second interim final rule that provides a graduated increase in the community bank leverage ratio requirement after the expiration of the temporary changes implements pursuant to section 4012 of the CARES Act.

The community bank leverage ratio removes the requirement for qualifying banking organizations to calculate and report risk-based capital but rather only requires a Tier 1 to average assets (leverage) ratio. Qualifying banking organizations that elect to use the community bank leverage rate framework and that maintain a leverage ratio of greater than required minimums will be considered to have satisfied the generally applicable risk based and leverage capital requirements in the agencies’ capital rules (generally applicable rule) and, if applicable, will be considered to have met the well capitalized ratio requirements for purposes of section 38 of the Federal Deposit Insurance Act. Under the interim final rules, the community bank leverage ratio minimum requirement is 8% as of December 31, 2020, 8.5% for calendar year 2021, and 9% for calendar year 2022 and beyond. The interim rule allows for a two-quarter grace period to correct a ratio that falls below the required amount, provided that the bank maintains a leverage ratio of 7% as of December 31, 2020, 7.5% for calendar year 2021, and 8% for calendar year 2022 and beyond.

Under the final rule, an eligible banking organization can opt out of the CBLR framework and revert back to the risk-weighting framework without restriction. As of December 31, 2020 the Bank was a qualifying community banking organization as defined by the federal banking agencies and elected to measure capital adequacy under the CBLR framework.

F-33

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 10 - REGULATORY CAPITAL MATTERS (Continued)

Actual and required capital amounts (in millions) for the Bank and ratios at December 31, 2020 and 2019 are presented below:

	Actual					To Be Well Capitalized Under Prompt Corrective Action Regulations (CBLR Framework)
	Amount		Ratio			Amount		Ratio
December 31, 2020
Tier 1 (Core) Capital to average total assets	$	50,690		15.49	%	$	26,180		8.00	%

	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
December 31, 2019
Total Capital to risk weighted assets	$	49,901		22.40	%	$	17,820		8.00	%	$	22,275		10.00	%
Tier 1 (Core) Capital to risk weighted assets		47,683		21.41	%		13,365		6.00	%		17,820		8.00	%
Common Equity Tier 1 (CET1)		47,683		21.41	%		10,024		4.50	%		14,479		6.50	%
Tier 1 (Core) Capital to adjusted total assets		47,683		15.86	%		12,023		4.00	%		15,028		5.00	%

The Qualified Thrift Lender test requires at least 65% of assets be maintained in housing-related finance and other specified areas. If this test is not met, limits are placed on growth, branching, new investments, FHLB advances and dividends, or the Bank must convert to a commercial bank charter. Management believes this test is met.

Dividend Restrictions - The Company’s principal source of funds for dividend payments is dividends received from the Bank. Banking regulations limit the amount of dividends that may be paid without prior approval of regulatory agencies. Under these regulations, the amount of dividends that may be paid in any calendar year is limited to the current year’s net profits, combined with the retained net profits of the preceding two years, subject to the capital requirements described above. During 2020, the Bank could, without prior approval from its regulators, declare dividends of approximately $5,442 plus any 2021 net profits retained to the date of the dividend declaration.

F-34

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 11 - LOAN COMMITMENTS AND OTHER RELATED ACTIVITIES

Some financial instruments, such as loan commitments, credit lines, letters of credit, and overdraft protection, are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-risk to credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment.

The contractual amount of financial instruments with off-balance-sheet risk at December 31, 2020 and 2019 was as follows:

	2020		2019
Unused lines of credit	$	26,046	$	17,459
Standby letters of credit		258		216

NOTE 12 - RELATED-PARTY TRANSACTIONS

Loans to principal officers, directors, and their affiliates during 2020 were as follows:

Beginning balance	$	5,650
Effect of changes in composition of related parties		(76	)
New loans		0
Repayments		(1,056	)
Ending balance	$	4,518

Deposits from principal officers, directors, and their affiliates at December 31, 2020 and 2019 were $4,384 and $1,687, respectively.

F-35

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 13 - FAIR VALUES OF FINANCIAL INSTRUMENTS

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Company used the following methods and significant assumptions to estimate fair value:

Investment Securities: The fair values for investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2), using matrix pricing. Matrix pricing is a mathematical technique commonly used to price debt securities that are not actively traded, values debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3). The Company’s taxable municipal investment securities’ fair values are determined based on a discounted cash flow analysis prepared by an independent third party.

Impaired Loans: At the time a loan is considered impaired, it is valued at the lower of cost or fair value. For collateral dependent loans, fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

Foreclosed Real Estate: Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable

F-36

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 13 - FAIR VALUES OF FINANCIAL INSTRUMENTS (Continued)

sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

For appraisals where the value is $100 or above for both collateral-dependent impaired loans and other real estate owned are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the Loan Department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. In accordance to company policy, if the Company holds the property for over two years, an updated appraisal would be obtained in order to determine if the fair value amount should be adjusted.

Assets and Liabilities Measured on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis are summarized below:

	Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
December 31, 2020
Securities available for sale
U.S. Government sponsored agencies	$	—	$	—	$	—
Municipal – taxable		—		11,612		—
Municipal – taxable exempt		—		2,850		—
Residential mortgage-backed, GSE		—		2,890		—
SBA guaranteed debenture		—		1,523		—
Total investment securities available for sale	$	—	$	18,875	$	—

F-37

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 13 - FAIR VALUES OF FINANCIAL INSTRUMENTS (Continued)

	Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
December 31, 2019
Securities available for sale
U.S. Government sponsored agencies	$	—	$	9,128	$	—
Municipal – tax exempt		—		6,247		1,734
Municipal – taxable		—		3,323		—
Residential mortgage-backed, GSE		—		1,458		—
SBA guaranteed debenture		—		1,654		—
Total investment securities available for sale	$	—	$	21,810	$	1,734

The table below presents a reconciliation of all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year ended December 31:

	Municipals-Taxable
	2020			2019
Balance of recurring Level 3 assets at January 1	$	1,734		$	2,370
Redemption		(1,734	)		(650	)
Unrealized gain		—			14
Balance of recurring Level 3 assets at December 31	$	—		$	1,734

There were no transfers between levels during 2020 or 2019.

Our state and municipal securities valuations are supported by analysis prepared by an independent third party. Their approach to determining fair value involves using recently executed transactions for similar securities and market quotations for similar securities. As these securities are not rated by the rating agencies and trading volumes are thin, it was determined that these were valued using Level 3 inputs. The significant unobservable inputs used in the fair value measurement of the Company’s taxable municipal securities are discount rates and credit spreads that the market would require for taxable municipal securities with similar maturities and risk characteristics. Significant increases/(decreases) in any of those inputs in isolation would result in a significantly lower/(higher) fair value measurement.

F-38

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 13 - FAIR VALUES OF FINANCIAL INSTRUMENTS (Continued)

Assets and Liabilities Measured on a Non-Recurring Basis

Assets and liabilities measured at fair value on a non-recurring basis are summarized below:

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	December 31
Impaired loans:		2020		2019
Real estate loans:
One- to four-family	$	439	$	108
Commercial		—		—
Foreclosed real estate:
One- to four-family	$	108	$	60
Commercial		326		326
Land		—		—

Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a carrying amount of $439 and $108, which consists of the unpaid principal balances of $468 and $132 with no partial charge-offs and nonaccrual interest of $38 and $24 at December 31, 2020 and 2019, respectively. There was $0 impact to the provision for loan losses for the years ended December 31, 2020 and 2019.

Foreclosed real estate, which is measured at fair value less costs to sell, had a net carrying amount of $434 and $386, which is made up of the outstanding balance of $434 and $386, net of a valuation allowance of $0 at December 31, 2020 and 2019. There were no write-downs recorded on these properties for the years ending December 31, 2020 and 2019.

F-39

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 13 - FAIR VALUES OF FINANCIAL INSTRUMENTS (Continued)

The carrying amounts and estimated fair values of the Company’s on-balance sheet financial instruments at December 31, 2020 and 2019 are summarized below:

			Fair Value Measurements at December 31, 2020 Using:
	Carrying Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	60,361	$	60,361	$	—	$	—	$	60,361
Securities available for sale		18,875		—		18,875		—		18,875
Loans held for sale		173		—		173		—		173
Loan, net		231,799		—		—		225,753		225,753
Accrued interest receivable		1,001		—		140		528		668
Restricted equity securities		2,541		—		—		—		N/A
Financial liabilities:
Deposits	$	216,963	$	141,744	$	75,803	$	—	$	217,547
Federal Home Loan Bank advances		53,500				51,119				51,119
Accrued interest payable		100		4		96				100

			Fair Value Measurements at December 31, 2019 Using:
	Carrying Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	6,096	$	6,096	$	—	$	—	$	6,096
Securities available for sale		23,544		—		21,810		1,734		23,544
Loans held for sale		—		—		—		—		—
Loan, net		248,785		—		—		252,056		252,056
Accrued interest receivable		983		—		187		796		983
Restricted equity securities		2,452		—		—		—		N/A
Financial liabilities:
Deposits	$	188,888	$	105,130	$	83,693	$	—	$	188,823
Federal Home Loan Bank advances		51,500				51,532		—		51,532
Accrued interest payable		269		5		264		—		269

F-40

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 13 – FAIR VALUES OF FINANCIAL INSTRUMENTS (Continued)

The assumptions used to estimate the fair values are intended to approximate those that a market participant would use in a hypothetical orderly transaction. In estimating fair value, the Company makes adjustments for estimated changes in interest rates, market liquidity and credit spreads in the periods they are deemed to have occurred. Fair value of debt is based on current rates for similar financing. It was not practicable to determine the fair value of restricted equity securities due to restrictions placed on transferability. The fair value of off-balance sheet items is not considered to be material.

NOTE 14 – STOCK BASED COMPENSATION

In December of 2010, the stockholders approved the Cullman Bancorp, Inc. 2010 Equity Incentive Plan (the “Equity Incentive Plan”) for employees and directors of the Company. The Equity Incentive Plan authorizes the issuance of up to 172,373 shares of the Company’s common stock, with no more than 49,249 of shares as restricted stock awards and 123,124 as stock options, either incentive stock options or non-qualified stock options. The exercise price of options granted under the Equity Incentive Plan may not be less than the fair market value on the date the stock option is granted. The compensation committee of the board of directors has sole discretion to determine the amount and to whom equity incentive awards are granted.

On January 18, 2011, the compensation committee of the board of directors approved the issuance of 123,124 options to purchase Company stock and 49,249 shares of restricted stock. Stock options and restricted stock vest over a five-year period, and stock options expire ten years after issuance. Apart from the vesting schedule for both stock options and restricted stock, there are no performance-based conditions or any other material conditions applicable to the awards issued. At December 31, 2020 there

were no shares available for future grants under this plan.

In May of 2020, the stockholders approved the Cullman Bancorp, Inc. 2020 Equity Incentive Plan (the “2020 Equity Incentive Plan”) for employees and directors of the Company. The Equity Incentive Plan authorizes the issuance of up to 200,00 shares of the Company’s common stock, with no more than 80,000 of shares as restricted stock awards and 120,000 as stock options, either incentive stock options or non-qualified stock options. The exercise price of options granted under the Equity Incentive Plan may not be less than the fair market value on the date the stock option is granted. The compensation committee of the board of directors has sole discretion to determine the amount and to whom equity incentive awards are granted.

On August 18, 2020, the compensation committee of the board of directors approved the issuance of 120,000 options to purchase Company stock and 80,000 shares of restricted stock. Stock options and restricted stock vest over a five-year period, and stock options expire ten years after issuance. Apart from the vesting schedule for both stock options and restricted stock, there are no performance-based conditions or any other material conditions applicable to the awards issued. At December 31, 2020 there were no shares available for future grants under this plan.

F-41

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 14 – STOCK BASED COMPENSATION (Continued)

The following table summarizes stock option activity for the year ended December 31, 2020:

Options		Weighted-Average Exercise Price/Share		Weighted-Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value
Outstanding – January 1, 2020	7,471	$	10.30		1.00	$	129	(1)
Granted	120,000		28.00		10.00		—
Exercised	5,181		10.30				91
Outstanding – December 31, 2020	122,290		10.30		.08		27	(1)
Fully vested and expected to vest – December 31, 2020	122,290	$	27.67		9.81	$	247	(1)

⁽¹⁾ Based on last trade of $27.50 per share as of December 31, 2019 and $22.00 per share as of December 31, 2020. Intrinsic value for stock options is defined as the difference between the current market value and the exercise price.

Information related to the stock option plan during each year follows:

	2020		2019
Intrinsic value of options exercised	$	91	$	115
Cash received from option exercises		54		75
Tax benefit realized from option exercises		14		18
Weighted Average Fair Value of Options Granted		4.50		—

F-42

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 14 – STOCK BASED COMPENSATION (Continued)

The fair value for each option grant was determined using the following weighted average assumptions as of the grant date.

Risk Free Interest Rate:	0.27%
Expected Term:	5 years
Expected volatility:	21.48%
Dividend Yield:	1.23%

There were no options that vested during year ended December 31, 2020. Stock-based compensation expense for stock options for the year ended December 31, 2020 was $45, in relation to the 120,000 options awarded in 2020. Unrecognized compensation cost related to nonvested stock options at December 31, 2020 was $495 and is expected to be recognized over 4.58 years.

The following table summarizes non-vested restricted stock activity for the year ended December 31, 2020:

	2020
Balance – beginning of year		856
Granted		80,000
Vested		(856	)
Balance – end of period		80,000

The following table summarizes the restricted stock fair value:

Date of Awards	Shares		Vesting Period (years)	Fair Value
August 2017		2,562	3	$	24
August 2020		80,000	5	$	28

Stock-based compensation expense for restricted stock included in non-interest expense for December 31, 2020 and 2019 was $12 and $208 respectively. Unrecognized compensation expense for nonvested restricted stock awards was $2,053 and is expected to be recognized over 4.58 years.

F-43

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 15 – EARNINGS PER COMMON SHARE

The factors used in the earnings per common share computation follow:

	For the Years Ended
	December 31,
	2020			2019
Earnings per share
Net Income	$	3,546		$	3,734
Less: Distributed earning allocated to participating securities		—			(1	)
Less: Earnings allocated to participating securities		(34	)		(2	)
Net earnings allocated to common stock	$	3,512		$	3,731
Weighted common shares outstanding including participating securities		2,400,036			2,392,114
Less: Participating securities		(30,048	)		(1,386	)
Less: Average unearned ESOP shares		(10,965	)		(8,990	)
Weighted average shares		2,359,023			2,381,738
Basic earnings per share	$	1.49		$	1.57
Net earnings allocated to common stock	$	3,512		$	3,731
Weighted average shares		2,359.023			2,381,738
Add: dilutive effects of assumed exercises of stock options		1,460			6,098
Average shares and dilutive potential common shares		2,360,483			2,387,836
Dilutive earnings per share	$	1.49		$	1.56

Options granted during the period were 120,000 shares of the Company’s common stock at a weighted-average exercise price of $28.00 per share, which was anti-dilutive.

Stock options for 120,000 shares of common stock were not considered in computing diluted earnings per common share for 2020 because they were antidilutive.

NOTE 16- LEASES

On December 30, 2019, the company entered into a new 5-year contract with its core processing vendor, which is an embedded lease. Lease expense for the operating leases is recognized on a straight-line basis over the lease term. The right-of-use asset represents our right to use an underlying asset for the lease term and the lease liability

F-44

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 16- LEASES (Continued)

represents our obligation to make lease payments arising for the lease. The right-of-use asset and the lease liabilities are recognized at the lease commencement date base of the estimated present value of lease payment over the lease term.

The Company uses it incremental borrowing rate at lease commencement to calculate the present value of the lease payments when the rate implicit in a lease is not known. The Company’s incremental borrowing rate is based on the FHLB amortizing advance rate, adjusted for the lease term and other factors. Based on these factors, the rate used was 1.67%.

For the year ended December 31, 2020, right-of-use asset and lease liability is as follows (in thousands):

Right-of-use assets:
Operating leases	$	221
Lease Liabilities:
Operating leases	$	223

For the year ended December 31, 2020, the total lease cost is as follows for the period ending (in thousands):

Operating lease costs $ 55

Future undiscounted lease payments for the new operating lease with a remaining term of 4 years as of December 31, 2020 is as follows (in thousands):

2021	$	56
2022		57
2023		58
2024		59
Total undiscounted lease payments	$	230
Less: imputed interest		(7	)
Net Lease Liabilities	$	223

Operating Leases: The Company acts as lessor for leases of certain branch properties and equipment under operating leases. Payments terms are generally fixed. Leases are typically payable in monthly installments. Leases do not contain purchase options that allow the customer to acquire the leased assets at or near then end of the lease. Rental income was $66 and $45 for 2020 and 2019 respectively. Future minimum rental income for the next five years are as follows:

2021	$	152
2022		119
2023		119
2024		119
2025		113

F-45

CULLMAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019

(All amounts in thousands, except share and per share data)

NOTE 17 – SUBSEQUENT EVENT

Management has evaluated subsequent events through March 12, 2021, which is the date the consolidated financial statements were available to be issued. Management’s expectations will continue to evolve in response to the changing economic conditions presented amidst the COVID-19 pandemic, as the Company expects that the financial results of subsequent quarters could be impacted.

On March 9, 2021, the Boards of Directors of Cullman Savings Bank, MHC, the Bancorp and the Bank adopted a Plan of Conversion and Reorganization (the “Plan”). Pursuant to the Plan, Cullman Savings Bank, MHC will convert from the mutual holding company form of organization to the fully public form. Cullman Savings Bank, MHC will be merged into the Bancorp, and Cullman Savings Bank, MHC will no longer exist. The Bancorp will then merge into a new Maryland corporation, also named Cullman Bancorp, Inc. As part of the conversion, Cullman Savings Bank, MHC’s ownership interest in the Bancorp will be offered for sale in a public offering. The existing publicly held shares of the Bancorp, which represent the remaining ownership interest in the Bancorp, will be exchanged for new shares of common stock of the new Maryland corporation.

The Plan provides for the establishment, upon the completion of the conversion, of special “liquidation accounts” for the benefit of certain depositors of the Bank in an amount equal to Cullman Savings Bank, MHC’s ownership interest in the equity of the Bancorp as of the date of the latest balance sheet contained in the prospectus plus the value of the net assets of Cullman Savings Bank, MHC as of the date of the latest statement of financial condition of Cullman Savings Bank, MHC prior to the consummation of the conversion (excluding its ownership of the Bancorp). The liquidation accounts will be reduced annually to the extent that eligible account holders have reduced their qualifying deposits.

F-46

No person has been authorized to give any information or to make any representation other than as contained in this prospectus and, if given or made, such other information or representation must not be relied upon as having been authorized by Cullman Bancorp, Inc. or Cullman Savings Bank. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby to any person in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this prospectus nor any sale hereunder shall under any circumstances imply that there has been no change in the affairs of Cullman Bancorp, Inc. or Cullman Savings Bank since any of the dates as of which information is furnished herein or since the date hereof.

Up to 3,748,853 Shares

(Subject to Increase to up to 4,311,181 Shares)

(Proposed Holding Company for Cullman Savings Bank)

COMMON STOCK

par value $0.01 per share

PROSPECTUS

RAYMOND JAMES

[Prospectus date]

These securities are not deposits or accounts and are not federally insured or guaranteed.

Until                 , 2021, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Dear Fellow Stockholder:

Cullman Bancorp, Inc., a federal corporation (sometimes referred to as “Old Cullman”) is soliciting stockholder votes regarding the mutual-to-stock conversion of Cullman Savings Bank, MHC. Pursuant to a Plan of Conversion and Reorganization, our organization will convert from a partially public company to a fully public company by selling a minimum of 2,770,891 shares of common stock of a newly formed Maryland corporation, also named Cullman Bancorp, Inc. (“New Cullman”), which will become the holding company for Cullman Savings Bank.

The Proxy Vote

We must receive the approval of our stockholders before we can proceed with the transactions contemplated by the Plan of Conversion and Reorganization. Enclosed is a proxy statement/prospectus describing the proposals being presented at our special meeting of stockholders. Please vote the enclosed proxy card today. Our Board of Directors urges you to vote “FOR” approval of the Plan of Conversion and Reorganization, “FOR” approval of the contribution to a charitable foundation and “FOR” approval of the other matters to be presented at the special meeting.

The Exchange

Upon the completion of the conversion, your shares of Old Cullman common stock will be exchanged for shares of New Cullman common stock. The number of new shares that you receive will be based on an exchange ratio that is described in the proxy statement/prospectus. Shortly after the completion of the conversion, our exchange agent will send a transmittal form to each stockholder of Old Cullman who holds stock certificates. The transmittal form will explain the procedure to follow to exchange your shares. Do not deliver your certificate(s) before you receive the transmittal form. Shares of Old Cullman that are held in “street name” (e.g., in a brokerage account) and shares that are held in “book entry form” (i.e., electronically with the transfer agent) will be converted automatically at the completion of the conversion—no action or documentation will be required of you.

The Stock Offering

We are offering for sale shares of common stock of New Cullman at a price of $10.00 per share. The shares are first being offered in a subscription offering to eligible depositors of Cullman Savings Bank. Cullman Bancorp, Inc.’s public stockholders do not have priority rights to purchase shares in the subscription offering unless they are also eligible depositors of Cullman Savings Bank. However, if we do not sell sufficient shares in the subscription offering to complete the offering, shares would be available for sale in a community offering to Cullman Bancorp, Inc.’s public stockholders and others not eligible to subscribe for shares in the subscription offering. If you are interested in subscribing for shares of our common stock, contact our Stock Information Center at [stock center number] to receive a stock order form and a prospectus. The stock offering period is expected to expire on [expiration date].

If you have any questions, please refer to the Questions & Answers section in this document.

Thank you for your support as a stockholder of Cullman Bancorp, Inc.

Sincerely,

John A. Riley, III

Chairman of the Board, President and

Chief Executive Officer

These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Neither the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, nor any state securities regulator has approved or disapproved of these securities or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

PROSPECTUS OF CULLMAN BANCORP, INC. (A MARYLAND CORPORATION)

AND

PROXY STATEMENT OF CULLMAN BANCORP, INC. (A FEDERAL CORPORATION)

Cullman Bancorp, Inc., which we refer to as “Old Cullman” in this document, is converting from the mutual holding company structure to a fully public stock holding company structure. Currently, Cullman Savings Bank is a wholly owned subsidiary of Old Cullman, a federal corporation, and Cullman Savings Bank, MHC owns 57.3% of Old Cullman’s common stock. The remaining 42.7% of Old Cullman’s common stock is owned by public stockholders. As a result of the conversion, a newly formed Maryland corporation also named Cullman Bancorp, Inc., which we refer to in this document as “New Cullman,” will replace Old Cullman as the holding company of Cullman Savings Bank. Each share of Old Cullman common stock owned by the public will be exchanged for between 1.8094 and 2.8153 shares of common stock of New Cullman, so that immediately after the conversion Old Cullman’s public stockholders will own the same percentage of New Cullman common stock as they owned of Old Cullman’s common stock immediately before the conversion, excluding any new shares purchased by them in the offering and their receipt of cash in lieu of fractional exchange shares, and reflecting certain assets held by Cullman Savings Bank, MHC. The actual number of shares that you will receive will depend on the percentage of Old Cullman common stock held by the public at the completion of the conversion, certain assets held by Cullman Savings Bank, MHC, the final independent appraisal of New Cullman and the number of shares of New Cullman common stock sold in the offering described in the following paragraph. It will not depend on the market price of Old Cullman common stock. See “Proposal 1—Approval of the Plan of Conversion and Reorganization—Share Exchange Ratio for Current Stockholders” for a discussion of the exchange ratio. Based on the $             per share closing price of Old Cullman common stock as of the last trading day before the date of this proxy statement/prospectus, unless at least                      shares of New Cullman common stock are sold in the offering (which is between the                      and the                      of the offering range), the initial value of the New Cullman common stock you receive in the share exchange would be less than the market value of the Old Cullman common stock you currently own. See “Risk Factors—Risks Related to the Offering and the Exchange—The market value of New Cullman common stock received in the share exchange may be less than the market value of Old Cullman common stock exchanged.”

Concurrently with the exchange offer, we are offering for sale up to 4,311,181 shares of common stock of New Cullman, representing the ownership interest of Cullman Savings Bank, MHC in Old Cullman as well as certain assets held by Cullman Savings Bank, MHC. We are offering the shares of common stock to eligible depositors of Cullman Savings Bank, to Cullman Savings Bank’s tax qualified benefit plans and, if necessary, to the public, including Old Cullman stockholders, at a price of $10.00 per share. The conversion of Cullman Savings Bank, MHC and the offering and exchange of common stock by New Cullman is referred to herein as the “conversion and offering.” Once the conversion and offering are completed, Cullman Savings Bank will be a wholly owned subsidiary of New Cullman, and 100% of the common stock of New Cullman will be owned by public stockholders. As a result of the conversion and offering, Old Cullman and Cullman Savings Bank, MHC will cease to exist.

In connection with the conversion and offering, New Cullman also intends to contribute shares of common stock and cash to a new charitable foundation we will establish. The contribution of shares of common stock and cash will total up to $1.6 million at the adjusted maximum of the offering range. “See Proposal 2—Approval of the Contribution to The Cullman Foundation.”

Old Cullman’s common stock is currently traded on the Pink Open Market operated by OTC Markets Group under the trading symbol “CULL,” and we expect the shares of New Cullman common stock will trade on the Nasdaq Capital Market under the symbol “CULL.”

The conversion and offering cannot be completed unless the stockholders of Old Cullman approve the Plan of Conversion and Reorganization of Cullman Savings Bank, MHC, which may be referred to herein as the “plan of conversion.” Old Cullman is holding a special meeting of stockholders at [meeting location] on [meeting date], at [meeting time], Central time, to consider and vote upon the plan of conversion.

We must obtain the affirmative vote of (i) two-thirds of the total number of votes entitled to be cast at the special meeting by Old Cullman stockholders, including votes representing shares held by Cullman Savings Bank, MHC, and (ii) a majority of the total number of votes entitled to be cast at the special meeting by Old Cullman stockholders other than Cullman Savings Bank, MHC. Old Cullman’s board of directors unanimously recommends that stockholders vote “FOR” approval of the plan of conversion.

This document serves as the proxy statement for the special meeting of stockholders of Old Cullman and the prospectus for the shares of New Cullman common stock to be issued in exchange for shares of Old Cullman common stock. We urge you to read this entire document carefully. You can also obtain information about us from documents that we have filed with the Securities and Exchange Commission and the Board of Governors of the Federal Reserve System. This document does not serve as the prospectus relating to the offering by New Cullman of its shares of common stock in the offering, which is being made pursuant to a separate prospectus. Stockholders of Old Cullman are not required to participate in the stock offering.

This proxy statement/prospectus contains information that you should consider in evaluating the plan of conversion. In particular, you should carefully read the section captioned “Risk Factors” beginning on page 21 for a discussion of certain risk factors relating to the conversion and offering.

These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Neither the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency nor any state securities regulator has approved or disapproved of these securities or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

For answers to your questions, read this proxy statement/prospectus, including the Questions and Answers section, beginning on page 1. Questions about voting on the plan of conversion may be directed to Laurel Hill Advisory Group, LLC, Monday through Friday from 9:00 a.m. to 5:00 p.m., Eastern time. Banks and brokers can call [broker number], and all others can call [stockholder number] (toll-free).

The date of this proxy statement/prospectus is [document date], and it is first being mailed to stockholders of Old Cullman on or about                     , 2021.

CULLMAN BANCORP, INC.

316 Second Avenue, S.W.

Cullman, Alabama 35055

(256) 734-1740

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

On [meeting date] at [meeting time], Central time, Cullman Bancorp, Inc. will hold a special meeting of stockholders at [meeting location].

At the meeting, stockholders will consider and act on the following:

1. The approval of a plan of conversion and reorganization, whereby Cullman Savings Bank, MHC and Cullman Bancorp, Inc. will convert and reorganize from the mutual holding company structure to the stock holding company structure, as more fully described in the attached proxy statement/prospectus;

2. The approval of the contribution to a new charitable foundation we are establishing in connection with the conversion and offering (the “Cullman Foundation”);

3. The approval of the adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the plan of conversion and reorganization and/or the contribution to The Cullman Foundation;

Stockholders will also act on the following three informational proposals:

4. Approval of a provision in New Cullman’s articles of incorporation requiring a super-majority vote of stockholders to approve certain amendments to New Cullman’s articles of incorporation;

5. Approval of a provision in New Cullman’s articles of incorporation requiring a super-majority vote of stockholders to approve stockholder-proposed amendments to New Cullman’s bylaws;

6. Approval of a provision in New Cullman’s articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of New Cullman’s outstanding voting stock; and

Such other business that may properly come before the meeting.

NOTE: The board of directors is not aware of any other business to come before the meeting.

The provisions of New Cullman’s articles of incorporation that are summarized as informational proposals 4 through 6 were approved as part of the process in which our board of directors approved the plan of conversion and reorganization (the “plan of conversion”). These proposals are informational in nature only because the Board of Governors of the Federal Reserve System’s regulations governing mutual-to-stock conversions do not provide for votes on matters other than the plan of conversion. While we are asking you to vote with respect to each of the informational proposals listed above, the proposed provisions for which an informational vote is requested will become effective if stockholders approve the plan of conversion, regardless of whether stockholders vote to approve any or all of the informational proposals.

The board of directors has fixed the close of business on [record date], as the record date for the determination of stockholders entitled to notice of and to vote at the special meeting and at any adjournment or postponement thereof.

Upon written request addressed to the Corporate Secretary of Cullman Bancorp, Inc. at the above address, stockholders may obtain an additional copy of this proxy statement/prospectus and/or a copy of the plan of conversion. In order to assure timely receipt of these materials, Cullman Bancorp, Inc. must receive the written request by [request date].

Complete, sign and date the enclosed proxy card, which is solicited by the board of directors, and mail it in the enclosed envelope today. Alternatively, you may vote by mobile or Internet as described on the proxy card. Your proxy will not be used if you attend the meeting and vote in person.

BY ORDER OF THE BOARD OF DIRECTORS

Robin O’Berry

Corporate Secretary

Cullman, Alabama

[document date]

TABLE OF CONTENTS

SUMMARY	6
RISK FACTORS	11
INFORMATION ABOUT THE SPECIAL MEETING	12
PROPOSAL 1 — APPROVAL OF THE PLAN OF CONVERSION AND REORGANIZATION	15
PROPOSAL 2 — APPROVAL OF THE CONTRIBUTION TO THE CULLMAN FOUNDATION	17
PROPOSAL 3 — ADJOURNMENT OF THE SPECIAL MEETING	17
PROPOSALS 4 THROUGH 6 — INFORMATIONAL PROPOSALS RELATING TO THE ARTICLES OF INCORPORATION OF NEW CULLMAN	17
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA	20
FORWARD-LOOKING STATEMENTS	20
HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING	20
OUR DIVIDEND POLICY	20
MARKET FOR THE COMMON STOCK	20
HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE	20
CAPITALIZATION	20
PRO FORMA DATA	20
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20
BUSINESS OF NEW CULLMAN AND OLD CULLMAN	20
BUSINESS OF CULLMAN SAVINGS BANK	20
SUPERVISION AND REGULATION	20
TAXATION	20
MANAGEMENT	21
BENEFICIAL OWNERSHIP OF COMMON STOCK	21
SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS	21
COMPARISON OF STOCKHOLDERS’ RIGHTS FOR EXISTING STOCKHOLDERS OF OLD CULLMAN	21
RESTRICTIONS ON ACQUISITION OF NEW CULLMAN	21
DESCRIPTION OF CAPITAL STOCK OF NEW CULLMAN	21
TRANSFER AGENT	21
EXPERTS	21
LEGAL MATTERS	21
WHERE YOU CAN FIND ADDITIONAL INFORMATION	21
STOCKHOLDER PROPOSALS	21
ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING	21
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING	23
OTHER MATTERS	23
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF CULLMAN BANCORP, INC.	F-1

QUESTIONS AND ANSWERS

FOR STOCKHOLDERS OF CULLMAN BANCORP, INC.

REGARDING THE PLAN OF CONVERSION AND REORGANIZATION

You should read this document for more information about the conversion. We have filed an application with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) with respect to the conversion and offering and with respect to New Cullman becoming the holding company for Cullman Savings Bank. We have also filed an application with the Office of the Comptroller of the Currency with respect to amendments to Cullman Savings Bank’s Charter. The approvals of the Federal Reserve Board and the Office of the Comptroller of the Currency are required before we can consummate the conversion and offering. Any approval by the Federal Reserve Board or the Office of the Comptroller of the Currency does not constitute a recommendation or endorsement of the plan of conversion. Consummation of the conversion is also subject to approval of the plan of conversion by Old Cullman’s stockholders, and to the satisfaction of certain other conditions.

Q. WHAT ARE STOCKHOLDERS BEING ASKED TO APPROVE?

A. Old Cullman stockholders as of the close of business on [record date] are being asked to vote on the plan of conversion pursuant to which Cullman Savings Bank, MHC will convert from the mutual to the stock form of organization. As part of the conversion, a newly formed Maryland corporation, New Cullman, is offering its common stock to eligible depositors of Cullman Savings Bank, to Cullman Savings Bank’s tax qualified benefit plans and to the public. The shares offered represent Cullman Savings Bank, MHC’s current ownership interest in Old Cullman, adjusted for certain assets held by Cullman Savings Bank, MHC. Your vote is very important. Without sufficient votes “FOR” approval of the plan of conversion, we cannot implement the plan of conversion and complete the stock offering.

In addition, Old Cullman stockholders are being asked to approve a contribution of shares of common stock and cash to a new charitable foundation, The Cullman Foundation, in connection with the conversion and offering.

In addition, Old Cullman stockholders are being asked to approve the adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the plan of conversion and/or the contribution to the charitable foundation.

Stockholders also are asked to vote on the following informational proposals with respect to the articles of incorporation of New Cullman:

• Approval of a provision requiring a super-majority vote to approve certain amendments to New Cullman’s articles of incorporation;

• Approval of a provision requiring a super-majority vote of stockholders to approve stockholder-proposed amendments to New Cullman’s bylaws; and

• Approval of a provision to limit the voting rights of shares beneficially owned in excess of 10% of New Cullman’s outstanding voting stock.

The provisions of New Cullman’s articles of incorporation that are included as informational proposals were approved as part of the process in which our board of directors approved the plan of conversion. These proposals are informational in nature only, because the Federal Reserve Board’s regulations governing mutual-to-stock conversions do not provide for votes on matters other than the plan of conversion. While we are asking you to vote with respect to each of the informational proposals listed above, the proposed provisions for which an informational vote is requested will become effective if stockholders approve the plan of conversion, regardless of whether stockholders vote to approve any or all of the informational proposals. The provisions of New Cullman’s articles of incorporation that are summarized above as informational proposals may have the effect of deterring, or rendering more difficult,

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attempts by third parties to obtain control of New Cullman if such attempts are not approved by the board of directors, or may make the removal of the board of directors or management, or the appointment of new directors, more difficult.

Q. WHAT ARE THE REASONS FOR THE CONVERSION AND RELATED OFFERING?

A. The primary reasons for the conversion and offering are to:

• facilitate future mergers and acquisitions;

• improve the liquidity of our shares of common stock;

• transition our organization to a stock holding company structure, which gives us greater flexibility to access the capital markets compared to our existing mutual holding company structure;

• facilitate our stock holding company’s ability to pay dividends to our public stockholders; and

• enhance our regulatory capital position to support growth.

As a fully converted stock holding company, we will have greater flexibility in structuring mergers and acquisitions, including the form of consideration that we can use to pay for an acquisition. Our current mutual holding company structure limits our ability to offer shares of our common stock as consideration in a merger or acquisition since Cullman Savings Bank, MHC is required to own a majority of Old Cullman’s outstanding shares of common stock. Potential sellers often want stock for at least part of the purchase price. Our new stock holding company structure will enable us to offer stock or cash consideration, or a combination of stock and cash, and therefore will enhance our ability to compete with other bidders when acquisition opportunities arise. We currently have no arrangements or understandings regarding any specific acquisition. See “Proposal 1—Approval of the Plan of Conversion and Reorganization—Reasons for the Conversion” for a more complete discussion of our reasons for conducting the conversion and offering.

Q. WHAT WILL STOCKHOLDERS RECEIVE FOR THEIR EXISTING OLD CULLMAN SHARES?

A. As more fully described in “Proposal 1—Approval of the Plan of Conversion and Reorganization—Share Exchange Ratio for Current Stockholders,” depending on the number of shares sold in the offering, each share of common stock that you own at the time of the completion of the conversion will be exchanged for between 1.8094 shares at the minimum and 2.8153 shares at the adjusted maximum of the offering range of New Cullman common stock (cash will be paid in lieu of any fractional shares). For example, if you own 100 shares of Old Cullman common stock, and the exchange ratio is 2.4481 (at the maximum of the offering range), after the conversion you will receive 244 shares of New Cullman common stock and $8.10 in cash, the value of the fractional share based on the $10.00 per share purchase price of stock in the offering.

If you own shares of Old Cullman common stock in a brokerage account in “street name” or electronically with our transfer agent in “book entry” form, your shares will be automatically exchanged within your account, and you do not need to take any action to exchange your shares of common stock or receive cash in lieu of fractional shares. If you own shares in the form of Old Cullman stock certificates, after the completion of the conversion and offering, our exchange agent will mail to you a transmittal form with instructions to surrender your stock certificates. A statement reflecting your ownership of shares of common stock of New Cullman and a check representing cash in lieu of fractional shares will be mailed to you within five business days after the exchange agent receives a properly executed transmittal form and your existing Old Cullman stock certificate(s). All shares of New Cullman common stock will be issued in book-entry form, meaning that New Cullman will not issue stock certificates. Do not submit your stock certificate(s) until you receive a transmittal form.

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Q. WHY WILL THE SHARES THAT I RECEIVE BE BASED ON A PRICE OF $10.00 PER SHARE RATHER THAN THE TRADING PRICE OF THE COMMON STOCK BEFORE COMPLETION OF THE CONVERSION?

A. The shares will be based on a price of $10.00 per share because that is the price at which New Cullman will sell shares in its offering. The amount of common stock New Cullman will issue at $10.00 per share in the offering and the exchange is based on an independent appraisal of the estimated market value of New Cullman by Keller & Company, Inc.., an appraisal firm experienced in the appraisal of financial institutions. Keller & Company, Inc. has estimated that, as of February 12, 2021, this market value was $56.0 million. Based on Federal Reserve Board regulations, the market value forms the midpoint of a range with a minimum of $47.6 million and a maximum of $64.4 million. Based on this valuation and the valuation range, the number of shares of common stock of New Cullman that existing public stockholders of Old Cullman will receive in exchange for their shares of Old Cullman common stock is expected to range from 1,893,909 to 2,562,347, with a midpoint of 2,228,128 (a value of approximately $18.9 million to $25.6 million, with a midpoint of $22.3 million, based on a price of $10.00 per share). If demand for shares or market conditions warrant, the appraisal can be increased by 15%, which would result in an appraised value of $74.1 million and the value of exchanged shares of $29.5 million. The number of shares received by the existing public stockholders of Old Cullman is intended to maintain their existing ownership in our organization (excluding any new shares purchased by them in the offering and their receipt of cash in lieu of fractional exchange shares, and as adjusted to reflect certain assets held by Cullman Savings Bank, MHC). The independent appraisal is based in part on Old Cullman’s financial condition and results of operations, the pro forma impact of the additional capital raised by the sale of shares of common stock in the offering, and an analysis of a peer group of ten publicly traded savings and loan and bank holding companies that Keller & Company, Inc. considered comparable to Old Cullman.

Q. DOES THE EXCHANGE RATIO DEPEND ON THE TRADING PRICE OF OLD CULLMAN COMMON STOCK?

A. No. The exchange ratio will not be based on the market price of Old Cullman common stock. Instead, the exchange ratio will be based on the appraised value of New Cullman. The purpose of the exchange ratio is to maintain the ownership percentage of public stockholders of Old Cullman (excluding any new shares purchased by them in the offering, their receipt of cash in lieu of fractional exchange shares and the effects of the contribution to the charitable foundation, and as adjusted to reflect certain assets held by Cullman Savings Bank, MHC). Therefore, changes in the price of Old Cullman common stock between now and the completion of the conversion and offering will not affect the calculation of the exchange ratio.

Q. SHOULD I SUBMIT MY STOCK CERTIFICATE(S) NOW?

A. No. If you hold stock certificate(s), instructions for exchanging the certificates will be sent to you by our exchange agent after the completion of the conversion and offering. If your shares are held in “street name” (e.g., in a brokerage account) or electronically with our transfer agent in “book entry” form, in either case rather than in certificate form, the share exchange will be reflected automatically in your account upon completion of the conversion.

Q. HOW DO I VOTE?

A. Mark, sign and date each proxy card enclosed, and return the card(s) to us in the enclosed proxy reply envelope. Alternatively, you may vote by Internet or mobile by following the instructions on the proxy card. For information on submitting your proxy, please refer to instructions on the enclosed proxy card. YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE TODAY.

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Q. IF MY SHARES ARE HELD IN STREET NAME, WILL MY BROKER, BANK OR OTHER NOMINEE AUTOMATICALLY VOTE ON THE PLAN ON MY BEHALF?

A. No. Your broker, bank or other nominee will not be able to vote your shares without instructions from you. You should instruct your broker, bank or other nominee to vote your shares, using the directions that they provide to you.

Q. WHY SHOULD I VOTE? WHAT HAPPENS IF I DON’T VOTE?

A. Your vote is very important. We believe the conversion and offering are in the best interests of our stockholders. Not voting all the proxy card(s) you receive will have the same effect as voting “against” the approval of the plan of conversion and “against” the approval of the charitable foundation. Without sufficient favorable votes “FOR” approval of the plan of conversion, we cannot complete the conversion and offering. In addition, without sufficient favorable votes “FOR” approval of the contribution to the charitable foundation, we cannot make this contribution in connection with the conversion and offering.

Q. WHAT IF I DO NOT GIVE VOTING INSTRUCTIONS TO MY BROKER, BANK OR OTHER NOMINEE?

A. Your vote is important. If you do not instruct your broker, bank or other nominee to vote your shares, the unvoted proxy will have the same effect as a vote “against” the plan of conversion and “against” the contribution to the charitable foundation.

Q. MAY I PLACE AN ORDER TO PURCHASE SHARES IN THE COMMUNITY OFFERING, IN ADDITION TO THE SHARES THAT I WILL RECEIVE IN THE EXCHANGE?

A. Yes. If you would like to receive a prospectus and stock order form, you must call our Stock Information Center at [stock center number], Monday through Friday between 10:00 a.m. and 4:00 p.m., Central time. The Stock Information Center is closed bank holidays.

Eligible depositors of Cullman Savings Bank have priority subscription rights allowing them to purchase common stock in a subscription offering. Shares not purchased in the subscription offering may be available for sale to the public in a community offering, as described in this document. If orders for New Cullman common stock in a community offering exceed the number of shares available for sale, shares will be allocated (to the extent shares remain available) as follows: first, to cover orders of natural persons (including trusts of natural persons) residing in Cullman County, Alabama; and thereafter, to cover orders of the general public.

Stockholders of Old Cullman are subject to an ownership limitation. Shares of common stock purchased in the offering by a stockholder and his or her associates or individuals acting in concert with the stockholder, plus any shares a stockholder and these individuals receive in the exchange for existing shares of Old Cullman common stock, may not exceed 9.9% of the total shares of common stock of New Cullman to be issued and outstanding after the completion of the conversion.

Properly completed and signed stock order forms, with full payment, must be received (not postmarked) no later than 4:00 p.m., Central time, on [expiration date].

Q. WILL THE CONVERSION HAVE ANY EFFECT ON DEPOSIT AND LOAN ACCOUNTS AT NEWTON FEDERAL BANK?

A. No. The account number, amount, interest rate and withdrawal rights of deposit accounts will remain unchanged. Deposits will continue to be federally insured by the Federal Deposit Insurance Corporation up to the legal limit. Loans and rights of borrowers will not be affected. Depositors will no longer have voting

4

rights in Cullman Savings Bank, MHC as to matters currently requiring such vote. Cullman Savings Bank, MHC will cease to exist after the conversion and offering. Only stockholders of New Cullman will have voting rights after the conversion and offering.

OTHER QUESTIONS?

For answers to other questions, please read this proxy statement/prospectus. Questions about voting on the plan of conversion and the contribution to the charitable foundation may be directed to Laurel Hill Advisory Group, LLC, Monday through Friday from 9:00 a.m. to 5:00 p.m., Eastern time. Banks and brokers can call [broker number], and all others can call [stockholder number] (toll-free). Questions about the stock offering may be directed to our Stock Information Center at [stock center number], Monday through Friday between 10:00 a.m. and 4:00 p.m., Central time. The Stock Information Center is closed bank holidays.

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SUMMARY

This summary highlights material information from this proxy statement/prospectus and may not contain all the information that is important to you. To understand the conversion and other proposals fully, you should read this entire document carefully, including the sections entitled “Risk Factors,” “Proposal 1 — Approval of The Plan of Conversion and Reorganization,” “Proposal 2 — Approval of the Contribution to The Cullman Foundation,” “Proposal 3 — Adjournment of the Special Meeting,” “Proposals 4 through 6 — Informational Proposals Relating to the Articles of Incorporation of New Cullman” and the consolidated financial statements and the notes to the consolidated financial statements.

The Special Meeting

Date, Time and Place. Old Cullman will hold its special meeting of stockholders at [meeting location] on [meeting date], at [meeting time], Central time.

The Proposals. Stockholders will be voting on the following proposals at the special meeting:

1. The approval of a plan of conversion and reorganization whereby: (a) Cullman Savings Bank, MHC and Old Cullman will convert and reorganize from the mutual holding company structure to the stock holding company structure; (b) New Cullman, a Maryland corporation, will become the new stock holding company of Cullman Savings Bank; (c) the outstanding shares of Old Cullman, other than those held by Cullman Savings Bank, MHC, will be converted into shares of common stock of New Cullman; and (d) New Cullman will offer shares of its common stock for sale in a subscription offering, a community offering and, if necessary, a syndicated offering;

2. The approval of a contribution of shares of common stock and cash to a new charitable foundation that we will establish in connection with the conversion and offering;

3. The approval of the adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the plan of conversion and/or the contribution to The Cullman Foundation;

Stockholders will also vote on the following informational proposals:

4. Approval of a provision in New Cullman’s articles of incorporation requiring a super-majority vote of stockholders to approve certain amendments to New Cullman’s articles of incorporation;

5. Approval of a provision in New Cullman’s articles of incorporation requiring a super-majority vote of stockholders to approve stockholder-proposed amendments to New Cullman’s bylaws;

6. Approval of a provision in New Cullman’s articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of New Cullman’s outstanding voting stock; and

Such other business that may properly come before the meeting.

The provisions of New Cullman’s articles of incorporation that are summarized as informational proposals 4 through 6 were approved as part of the process in which our board of directors approved the plan of conversion. These proposals are informational in nature only, because the Federal Reserve Board’s regulations governing mutual-to-stock conversions do not provide for votes on matters other than the plan of conversion. While we are asking you to vote with respect to each of the informational proposals listed above, the proposed provisions for which an informational vote is requested will become effective if stockholders approve the plan of conversion, regardless of whether stockholders vote to approve any or all of the informational proposals. The provisions of New Cullman’s articles of incorporation that are summarized as informational proposals may have the effect of deterring or rendering more difficult attempts by third parties to obtain control of New Cullman, if such attempts are not

6

approved by the board of directors, or may make the removal of the board of directors or management, or the appointment of new directors, more difficult.

Vote Required for Approval of Proposals by the Stockholders of Old Cullman

Proposal 1: Approval of the Plan of Conversion. We must obtain the affirmative vote of (i) two-thirds of the total number of votes entitled to be cast at the special meeting by Old Cullman stockholders, including votes representing shares held by Cullman Savings Bank, MHC, and (ii) a majority of the total number of votes entitled to be cast at the special meeting by Old Cullman stockholders other than Cullman Savings Bank, MHC.

Proposal 1 must also be approved by the members of Cullman Savings Bank, MHC (i.e., depositors of Cullman Savings Bank) at a special meeting called for that purpose. Depositors will receive separate proxy materials from Cullman Savings Bank, MHC regarding the conversion.

Proposal 2: Approval of the Contribution to The Cullman Foundation. We must obtain the affirmative vote of (i) two-thirds of the total number of votes entitled to be cast at the special meeting by Old Cullman stockholders, including votes representing shares held by Cullman Savings Bank, MHC, and (ii) a majority of the total number of votes entitled to be cast at the special meeting by Old Cullman stockholders other than Cullman Savings Bank, MHC.

Proposal 2 must also be approved by the members of Cullman Savings Bank, MHC (i.e., depositors of Cullman Savings Bank) at a special meeting called for that purpose. Depositors will receive separate proxy materials from Cullman Savings Bank, MHC regarding the contribution to the charitable foundation. If the members of Cullman Savings Bank, MHC or the stockholders of Old Cullman do not approve the contribution to the charitable foundation, we will proceed with the conversion and offering without making the contribution to the charitable foundation and subscribers for common stock will not be resolicited (unless required by the Federal Reserve Board).

Proposal 3: Approval of the adjournment of the special meeting. We must obtain the affirmative vote of at least a majority of the votes cast by Old Cullman stockholders at the special meeting to adjourn the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the proposal to approve the plan of conversion and/or the contribution to the charitable foundation.

Informational Proposals 4 through 6. The provisions of New Cullman’s articles of incorporation that are summarized as informational proposals were approved as part of the process in which the board of directors of Old Cullman approved the plan of conversion. These proposals are informational in nature only, because the Federal Reserve Board’s regulations governing mutual-to-stock conversions do not provide for votes on matters other than the plan of conversion. While we are asking you to vote with respect to each of the informational proposals listed above, the proposed provisions for which an informational vote is requested will become effective if stockholders approve the plan of conversion, regardless of whether stockholders vote to approve any or all of the informational proposals. The provisions of New Cullman’s articles of incorporation that are summarized as informational proposals may have the effect of deterring or rendering more difficult attempts by third parties to obtain control of New Cullman, if such attempts are not approved by the board of directors, or may make the removal of the board of directors or management, or the appointment of new directors, more difficult.

Other Matters. We must obtain the affirmative vote of the majority of the votes cast by holders of outstanding shares of common stock of Old Cullman. At this time, we know of no other matters that may be presented at the special meeting.

Revocability of Proxies

You may revoke your proxy at any time before the vote is taken at the special meeting. To revoke your proxy, you must advise the corporate secretary of Old Cullman in writing before your common stock has been voted

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at the special meeting, deliver a signed, later-dated proxy or attend the special meeting and vote your shares in person. Attendance at the special meeting will not in itself constitute revocation of your proxy.

Vote by Cullman Savings Bank, MHC

Management anticipates that Cullman Savings Bank, MHC, our majority stockholder, will vote all of its shares of common stock in favor of all the matters set forth above. If Cullman Savings Bank, MHC votes all of its shares in favor of each proposal, the approval of the adjournment of the special meeting, if necessary, and the informational proposals would be assured.

As of [record date], the directors and executive officers of Old Cullman beneficially owned                  shares (excluding exercisable options), or approximately         % of the outstanding shares of Old Cullman common stock, and Cullman Savings Bank, MHC owned 1,403,731 shares, or approximately 57.3% of the outstanding shares of Old Cullman common stock.

Vote Recommendations

Your board of directors unanimously recommends that you vote “FOR” approval of the plan of conversion, “FOR” the approval of the contribution to the charitable foundation, “FOR” approval of the adjournment of the special meeting, if necessary, and “FOR” approval of the Informational Proposals 4 through 6.

Our Business

[same as prospectus]

Plan of Conversion and Reorganization

The boards of directors of Old Cullman, Cullman Savings Bank, MHC, Cullman Savings Bank and New Cullman have adopted a plan of conversion pursuant to which Cullman Savings Bank will reorganize from a mutual holding company structure to a stock holding company structure. Public stockholders of Old Cullman will receive shares in New Cullman in exchange for their shares of Old Cullman common stock based on an exchange ratio. See “—The Exchange of Existing Shares of Old Cullman Common Stock.” This conversion to a stock holding company structure also includes the offering by New Cullman of shares of its common stock to eligible depositors of Cullman Savings Bank and to the public, including Old Cullman stockholders, in a subscription offering and, if necessary, in a community offering and/or in a separate offering through a syndicate of broker-dealers, referred to in this proxy statement/prospectus as the syndicated offering. Following the conversion and offering, Cullman Savings Bank, MHC and Old Cullman will no longer exist, and New Cullman will be the parent company of Cullman Savings Bank.

The conversion and offering cannot be completed unless the stockholders of Old Cullman approve the plan of conversion. Old Cullman’s stockholders will vote on the plan of conversion at Old Cullman’s special meeting. This document is the proxy statement used by Old Cullman’s board of directors to solicit proxies for the special meeting. It is also the prospectus of New Cullman regarding the shares of New Cullman common stock to be issued to Old Cullman’s stockholders in the share exchange. This document does not serve as the prospectus relating to the offering by New Cullman of its shares of common stock in the subscription offering and any community offering or syndicated community offering, which will be made pursuant to a separate prospectus.

Our Organizational Structure

[same as prospectus]

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Business Strategy

[same as prospectus]

Reasons for the Conversion

[same as prospectus]

See “Proposal 1 — Approval of the Plan of Conversion and Reorganization” for a more complete discussion of our reasons for conducting the conversion and offering.

Conditions to Completion of the Conversion

[same as prospectus]

The Exchange of Existing Shares of Old Cullman Common Stock

[same as prospectus]

How We Determined the Offering Range, the Exchange Ratio and the $10.00 Per Share Stock Price

[same as prospectus]

For a more complete discussion of the amount of common stock we are offering for sale and the independent appraisal, see “Proposal 1 — Approval of the Plan of Conversion and Reorganization—Stock Pricing and Number of Shares to be Issued.”

How We Intend to Use the Proceeds From the Offering

[same as prospectus]

Our Dividend Policy

[same as prospectus]

Purchases and Ownership by Officers and Directors

[same as prospectus]

Benefits to Management and Potential Dilution to Stockholders Resulting from the Conversion

[same as prospectus]

Market for Common Stock

[same as prospectus]

Tax Consequences

[same as prospectus]

9

Changes in Stockholders’ Rights for Existing Stockholders of Old Cullman

As a result of the conversion, existing stockholders of Old Cullman will become stockholders of New Cullman. Some rights of stockholders of New Cullman will be reduced compared to the rights stockholders currently have in Old Cullman. The reduction in stockholder rights results from differences between the federal and Maryland chartering documents and bylaws, and from distinctions between federal and Maryland law. Many of the differences in stockholder rights under the articles of incorporation and bylaws of New Cullman are not mandated by Maryland law but have been chosen by management as being in the best interests of New Cullman and all of its stockholders. The differences in stockholder rights in the articles of incorporation and bylaws of New Cullman include the following provisions chosen by the board: (i) greater lead time required for stockholders to submit proposals for new business or to nominate directors; (ii) approval by at least 80% of the outstanding shares required to amend the bylaws and certain provisions of the articles of incorporation; (iii) a limit on voting rights of shares beneficially owned in excess of 10% of New Cullman’s outstanding voting stock; (iv) director qualifications; and (v) a greater percentage of outstanding shares that is required for stockholders to call a special meeting. See “Comparison of Stockholders’ Rights For Existing Stockholders of Old Cullman” for a discussion of these differences.

Dissenters’ Rights

Stockholders of Old Cullman do not have dissenters’ rights in connection with the conversion and offering.

Important Risks in Owning New Cullman’s Common Stock

Before you vote on the conversion, you should read the “Risk Factors” section beginning on page 21 of this proxy statement/prospectus.

10

RISK FACTORS

You should consider carefully the following risk factors when deciding how to vote on the conversion.

[business risks are same as prospectus]

Risks Related to the Offering and the Exchange

The market value of New Cullman common stock received in the share exchange may be less than the market value of Old Cullman common stock exchanged.

The number of shares of New Cullman common stock you receive will be based on an exchange ratio that will be determined as of the date of completion of the conversion and offering. The exchange ratio will be based on the percentage of Old Cullman common stock held by the public before the completion of the conversion and offering, the final independent appraisal of New Cullman common stock prepared by Keller & Company, Inc. and the number of shares of common stock sold in the offering. The exchange ratio will ensure that public stockholders of Old Cullman common stock will own the same percentage of New Cullman common stock after the conversion and offering as they owned of Old Cullman common stock immediately before completion of the conversion and offering (excluding any new shares purchased by them in the offering and their receipt of cash in lieu of fractional exchange shares, and adjusted to reflect certain assets held by Cullman Savings Bank, MHC). The exchange ratio will not depend on the market price of Old Cullman common stock.

The exchange ratio ranges from 1.8094 shares at the minimum and 2.8153 shares at the adjusted maximum of the offering range of New Cullman common stock per share of Old Cullman common stock. Shares of New Cullman common stock issued in the share exchange will have an initial value of $10.00 per share. Depending on the exchange ratio and the market value of Old Cullman common stock at the time of the exchange, the initial market value of the New Cullman common stock that you receive in the share exchange could be less than the market value of the Old Cullman common stock that you currently own. Based on the most recent closing price of Old Cullman common stock before the date of this proxy statement/prospectus, which was $        , unless at least                  shares of New Cullman common stock are sold in the offering (which is between the                      and the                      of the offering range), the initial value of the New Cullman common stock you receive in the share exchange would be less than the market value of the Old Cullman common stock you currently own.

There may be a decrease in stockholders’ rights for existing stockholders of Old Cullman.

As a result of the conversion, existing stockholders of Old Cullman will become stockholders of New Cullman. Some rights of stockholders of New Cullman will be reduced compared to the rights stockholders currently have in Old Cullman. The reduction in stockholder rights results from differences between the federal and Maryland chartering documents and bylaws, and from distinctions between federal and Maryland law. Many of the differences in stockholder rights under the articles of incorporation and bylaws of New Cullman are not mandated by Maryland law but have been chosen by management as being in the best interests of New Cullman and all of its stockholders. The differences in stockholder rights in the articles of incorporation and bylaws of New Cullman include the following provisions: (i) greater lead time required for stockholders to submit proposals for new business or to nominate directors; (ii) approval by at least 80% of the outstanding shares is required to amend the bylaws and certain provisions of the articles of incorporation; (iii) a limit on voting rights of shares beneficially owned in excess of 10% of New Cullman’s outstanding voting stock; (iv) director qualifications; and (v) a greater percentage of outstanding shares that is required for stockholders to call a special meeting. See “Comparison of Stockholders’ Rights For Existing Stockholders of Old Cullman” for a discussion of these differences.

[remaining risk factors are same as prospectus]

11

INFORMATION ABOUT THE SPECIAL MEETING

General

This proxy statement/prospectus is being furnished to you in connection with the solicitation by the board of directors of Old Cullman of proxies to be voted at the special meeting of stockholders to be held at [meeting location] on [meeting date], at [meeting time], Central time, and any adjournment or postponement thereof.

The primary purpose of the special meeting is to consider and vote upon the Plan of Conversion and Reorganization of Cullman Savings Bank, MHC (the “plan of conversion”).

Stockholders will also vote on a proposal to approve a contribution of shares of common stock and cash to a new charitable foundation, The Cullman Foundation, in connection with the conversion and offering. In addition, stockholders will vote on a proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the plan of conversion and/or the contribution to the charitable foundation. Stockholders also will vote on informational proposals with respect to the articles of incorporation of New Cullman.

Voting for or against approval of the plan of conversion includes a vote for or against the conversion of Cullman Savings Bank, MHC to a stock holding company as contemplated by the plan of conversion. Voting in favor of the plan of conversion will not obligate you to purchase any shares of common stock in the offering and will not affect the balance, interest rate or federal deposit insurance of any deposits at Cullman Savings Bank.

Who Can Vote at the Meeting

You are entitled to vote your Old Cullman common stock if our records show that you held your shares as of the close of business on [record date]. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name and these proxy materials are being forwarded to you by your broker or nominee. As the beneficial owner, you have the right to direct your broker or nominee how to vote.

As of the close of business on [record date], there were 2,370,578 shares of Old Cullman common stock outstanding. Each share of common stock has one vote.

Attending the Meeting

If you are a stockholder as of the close of business on [record date], you may attend the meeting. However, if you hold your shares in street name (i.e. through a bank or broker), you will need proof of ownership to be admitted to the meeting. A recent brokerage statement or a letter from a bank or broker are examples of proof of ownership. If you want to vote your shares of Old Cullman common stock held in street name in person at the meeting, you will have to get a written proxy in your name from the broker, bank or other nominee who holds your shares.

Quorum; Vote Required

The special meeting will be held only if there is a quorum. A quorum exists if a majority of the outstanding shares of common stock entitled to vote, represented in person or by proxy, is present at the meeting. If you return valid proxy instructions or attend the meeting in person, your shares will be counted for purposes of determining whether there is a quorum, even if you abstain from voting. Broker non-votes also will be counted for purposes of determining the existence of a quorum. A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

12

Proposal 1: Approval of the Plan of Conversion and Reorganization. We must obtain the affirmative vote of (i) two-thirds of the votes entitled to be cast at the special meeting, including votes representing shares held by Cullman Savings Bank, MHC, and (ii) a majority of the votes entitled to be cast at the special meeting, other than shares held by Cullman Savings Bank, MHC.

Proposal 2: Approval of the Contribution to The Cullman Foundation. We must obtain the affirmative vote of (i) two-thirds of the total number of votes entitled to be cast at the special meeting by Old Cullman stockholders, including votes representing shares held by Cullman Savings Bank, MHC, and (ii) a majority of the total number of votes entitled to be cast at the special meeting by Old Cullman stockholders other than Cullman Savings Bank, MHC.

Proposal 3: Approval of the adjournment of the special meeting. We must obtain the affirmative vote of at least a majority of the votes cast by Old Cullman stockholders entitled to vote at the special meeting to adjourn the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the proposal to approve the plan of conversion.

Informational Proposals 4 through 6: Approval of certain provisions in New Cullman’s articles of incorporation. The provisions of New Cullman’s articles of incorporation that are summarized as informational proposals were approved as part of the process in which the board of directors of Old Cullman approved the plan of conversion. These proposals are informational in nature only, because the Federal Reserve Board’s regulations governing mutual-to-stock conversions do not provide for votes on matters other than the plan of conversion. While we are asking you to vote with respect to each of the informational proposals, the proposed provisions for which an informational vote is requested will become effective if stockholders approve the plan of conversion, regardless of whether stockholders vote to approve any or all of the informational proposals. The provisions of New Cullman’s articles of incorporation that are summarized as informational proposals may have the effect of deterring or rendering more difficult attempts by third parties to obtain control of New Cullman, if such attempts are not approved by the board of directors, or may make the removal of the board of directors or management, or the appointment of new directors, more difficult.

Other Matters. We must obtain the affirmative vote of the majority of the votes cast by holders of outstanding shares of common stock of Old Cullman. At this time, we know of no other matters that may be presented at the special meeting.

Shares Held by Cullman Savings Bank, MHC and Our Officers and Directors

As of [record date], Cullman Savings Bank, MHC beneficially owned 1,403,731 shares of Old Cullman common stock, or approximately 57.3% of our outstanding shares. We expect that Cullman Savings Bank, MHC will vote all of its shares in favor of each of the proposals presented.

As of [record date], our officers and directors beneficially owned                  shares of Old Cullman common stock (excluding exercisable options), or approximately     % of our outstanding shares and     % of the outstanding shares held by stockholders other than Cullman Savings Bank, MHC.

Voting by Proxy

Our board of directors is sending you this proxy statement/prospectus to request that you allow your shares of Old Cullman common stock to be represented at the special meeting by the persons named in the enclosed proxy card. All shares of Old Cullman common stock represented at the meeting by properly executed and dated proxies will be voted according to the instructions indicated on the proxy card. If you sign, date and return a proxy card without giving voting instructions, your shares will be voted as recommended by our board of directors. Our board of directors recommends that you vote “FOR” approval of the plan of conversion, “FOR” approval of the contribution to the charitable foundation, “FOR” approval of the adjournment of the special meeting, if necessary, and “FOR” approval of each of Informational Proposals 4 through 6.

13

If any matters not described in this proxy statement/prospectus are properly presented at the special meeting, the board of directors will use their judgment to determine how to vote your shares. We do not know of any other matters to be presented at the special meeting.

If your Old Cullman common stock is held in street name, you will receive instructions from your broker, bank or other nominee that you must follow to have your shares voted. Your broker, bank or other nominee may allow you to deliver your voting instructions via mobile device or the Internet. Refer to the instruction form provided by your broker, bank or other nominee that accompanies this proxy statement/prospectus.

Revocability of Proxies

You may revoke your proxy at any time before the vote is taken at the special meeting. To revoke your proxy, you must advise the corporate secretary of Old Cullman in writing before your common stock has been voted at the special meeting, deliver a signed, later-dated proxy or attend the special meeting and vote your shares in person. Attendance at the special meeting will not in itself constitute revocation of your proxy.

Solicitation of Proxies

This proxy statement/prospectus and the accompanying proxy card are being furnished to you in connection with the solicitation of proxies for the special meeting by the board of directors. Old Cullman will pay the costs of soliciting proxies from its stockholders. To the extent necessary to permit approval of the plan of conversion and the other proposals being considered, Laurel Hill Advisory Group, LLC, our proxy solicitor, and directors, officers or employees of Old Cullman and Cullman Savings Bank may solicit proxies by mail, telephone and other forms of communication. We will reimburse such persons for their reasonable out-of-pocket expenses incurred in connection with such solicitation. For its services as information agent and stockholder proxy solicitor, we will pay Laurel Hill Advisory Group, LLC $6,000 plus out-of-pocket expenses and charges for telephone calls made and received in connection with the solicitation.

We will also reimburse banks, brokers, nominees and other fiduciaries for the expenses they incur in forwarding the proxy materials to you.

Participants in the Employee Stock Ownership Plan

If you participate in Cullman Savings Bank Employee Stock Ownership Plan, you will receive a voting instruction form that reflects all shares you may direct the trustees to vote on your behalf under the plan. Under the terms of the Employee Stock Ownership Plan, the Employee Stock Ownership Plan trustee votes all shares held by the Employee Stock Ownership Plan, but each Employee Stock Ownership Plan participant may direct the trustee how to vote the shares of common stock allocated to his or her account. The Employee Stock Ownership Plan trustee, subject to the exercise of its fiduciary duties, will vote all unallocated shares of Old Cullman common stock held by the Employee Stock Ownership Plan and allocated shares for which no voting instructions are received in the same proportion as shares for which it has received timely voting instructions. The deadline for returning your voting instructions to the plan’s trustee is             , 2021.

The board of directors unanimously recommends that you sign, date and mark the enclosed proxy “FOR” approval of each of the above described proposals, including the adoption of the plan of conversion and the contribution to the charitable foundation, and return it in the enclosed envelope today. Voting the proxy card will not prevent you from voting in person at the special meeting. For information on submitting your proxy, refer to the instructions on the enclosed proxy card.

Your prompt vote is very important. Failure to vote will have the same effect as voting against the plan of conversion and against the contribution to the charitable foundation.

14

PROPOSAL 1 — APPROVAL OF THE PLAN OF CONVERSION AND REORGANIZATION

The boards of directors of Old Cullman and Cullman Savings Bank, MHC have approved the Plan of Conversion and Reorganization of Cullman Savings Bank, MHC, referred to herein as the “plan of conversion.” The plan of conversion must also be approved by the members of Cullman Savings Bank, MHC and the stockholders of Old Cullman, and is subject to the satisfaction of certain other conditions. Special meetings of members and stockholders have been called for this purpose. The approval of the Federal Reserve Board is required before we can consummate the conversion and stock offering. We have also filed an application with the Office of the Comptroller of the Currency with respect to the amendments to Cullman Savings Bank’s Charter, and the approval of the Office of the Comptroller of the Currency is required before we can consummate the conversion and issue shares of common stock. Any approval by the Federal Reserve Board or the Office of the Comptroller of the Currency does not constitute a recommendation or endorsement of the plan of reorganization.

General

[same as prospectus]

The board of directors unanimously recommends that you vote “FOR” approval of the Plan of Conversion and Reorganization of Cullman Savings Bank, MHC.

[Remaining sections same as prospectus under “The Conversion and Offering,” with the following added:]

Exchange of Existing Stockholders’ Stock Certificates

The conversion of existing outstanding shares of Old Cullman common stock into the right to receive shares of New Cullman common stock will occur automatically at the completion of the conversion. As soon as practicable after the completion of the conversion, our exchange agent will send a transmittal form to each public stockholder of Old Cullman who holds physical stock certificates. The transmittal form will contain instructions on how to surrender certificates evidencing Old Cullman common stock in exchange for shares of New Cullman common stock in book entry form, to be held electronically on the books of our transfer agent. New Cullman will not issue stock certificates. We expect that a statement reflecting your ownership of shares of common stock of New Cullman common stock will be distributed within five business days after the exchange agent receives properly executed transmittal forms, Old Cullman stock certificates and other required documents. Shares held by public stockholders in street name (such as in a brokerage account) or electronically with our transfer agent in “book entry” form will be exchanged automatically upon the completion of the conversion; no transmittal forms will be mailed relating to these shares.

No fractional shares of New Cullman common stock will be issued to any public stockholder of Old Cullman when the conversion is completed. For each fractional share that would otherwise be issued to a stockholder who holds a stock certificate, we will pay by check an amount equal to the product obtained by multiplying the fractional share interest to which the holder would otherwise be entitled by the $10.00 offering purchase price per share. Payment for fractional shares will be made as soon as practicable after the receipt by the exchange agent of the transmittal forms and the surrendered Old Cullman stock certificates. If your shares of common stock are held in street name, you will automatically receive cash in lieu of fractional shares in your account.

Do not forward your stock certificates until you have received transmittal forms, which will include forwarding instructions. After the conversion, stockholders will not receive shares of New Cullman common stock and will not be paid dividends on the shares of New Cullman common stock until existing certificates representing shares of Old Cullman common stock are surrendered for exchange in compliance with the terms of the transmittal form. When stockholders surrender their certificates, any unpaid dividends will be paid without interest. For all other purposes, however, each certificate that represents shares of Old Cullman common stock outstanding at the effective date of the conversion will be considered to evidence ownership of shares of New Cullman common stock into which those shares have been converted by virtue of the conversion.

15

If a certificate for Old Cullman common stock has been lost, stolen or destroyed, our exchange agent will issue a new stock certificate upon receipt of appropriate evidence as to the loss, theft or destruction of the certificate, appropriate evidence as to the ownership of the certificate by the claimant, and appropriate and customary indemnification, which is normally effected by the purchase of a bond from a surety company at the stockholder’s expense.

All shares of New Cullman common stock that we issue in exchange for existing shares of Old Cullman common stock will be considered to have been issued in full satisfaction of all rights pertaining to such shares of common stock, subject, however, to our obligation to pay any dividends or make any other distributions with a record date before the effective date of the conversion that may have been declared by us on or before the effective date, and which remain unpaid at the effective date.

Restrictions on Transfer of Subscription Rights and Shares

Applicable banking regulations prohibit any person with subscription rights, including the Eligible Account Holders, Supplemental Eligible Account Holders, and Other Members, from transferring or entering into any agreement or understanding to transfer the legal or beneficial ownership of the subscription rights issued under the plan of conversion or the shares of common stock to be issued upon their exercise. These rights may be exercised only by the person to whom they are granted and only for his or her account. When registering your stock purchase on the stock order form, you cannot add the names of others for joint or beneficial stock registration who do not have subscription rights or who qualify only in a lower subscription offering priority than you. Doing so may jeopardize your subscription rights. You may only add those who were eligible to purchase shares of common stock in the subscription offering at your date of eligibility. In addition, the stock order form requires that you list all deposit accounts you held at your date of eligibility, giving all names on each account and the account number at the applicable eligibility date. Failure to provide this information, or providing incomplete or incorrect information, may result in a loss of part or all of your share allocation. Each person exercising subscription rights will be required to certify that he or she is purchasing shares solely for his or her own account and that he or she has no agreement or understanding regarding the sale or transfer of such shares. The regulations also prohibit any person from offering or making an announcement of an offer or intent to make an offer to purchase subscription rights or shares of common stock to be issued upon their exercise before completion of the offering.

We will pursue any and all legal and equitable remedies in the event we become aware of the transfer of subscription rights, and we will not honor orders that we believe involve the transfer of subscription rights.

Stock Information Center

Our banking office personnel may not, by law, assist with investment-related questions about the offering. If you have any questions regarding the conversion or offering, please call our Stock Information Center. The telephone number is [stock center number]. The Stock Information Center is open Monday through Friday between 10:00 a.m. and 4:00 p.m., Central time. The Stock Information Center will be closed on bank holidays.

Liquidation Rights

[same as prospectus]

Material Income Tax Consequences

[same as prospectus]

Certain Restrictions on Purchase or Transfer of Our Shares after Conversion

[same as prospectus]

16

PROPOSAL 2 — APPROVAL OF THE CONTRIBUTION TO THE CULLMAN FOUNDATION

[same as Prospectus]

The board of directors recommends that you vote “FOR” the approval of the contribution to The Cullman Foundation.

PROPOSAL 3 — ADJOURNMENT OF THE SPECIAL MEETING

If there are not sufficient votes to constitute a quorum or to approve the plan of conversion and/or the contribution to the charitable foundation at the time of the special meeting, the proposals may not be approved unless the special meeting is adjourned to a later date or dates in order to permit further solicitation of proxies. In order to allow proxies that have been received by Old Cullman at the time of the special meeting to be voted for an adjournment, if necessary, Old Cullman has submitted the question of adjournment to its stockholders as a separate matter for their consideration. The board of directors of Old Cullman recommends that stockholders vote “FOR” approval of the adjournment proposal. If it is necessary to adjourn the special meeting, no notice of the adjourned special meeting is required to be given to stockholders (unless the adjournment is for more than 30 days or if a new record date is fixed), other than an announcement at the special meeting of the hour, date and place to which the special meeting is adjourned.

The board of directors unanimously recommends that you vote “FOR” approval of the adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the plan of conversion and/or the contribution to The Cullman Foundation.

PROPOSALS 4 THROUGH 6 — INFORMATIONAL PROPOSALS RELATING TO THE ARTICLES OF INCORPORATION OF NEW CULLMAN

By their approval of the plan of conversion as set forth in Proposal 1, the board of directors of Old Cullman has approved each of the informational proposals numbered 4 through 6, each of which relate to provisions included in the articles of incorporation of New Cullman. Each of these informational proposals is discussed in more detail below.

As a result of the conversion, the public stockholders of Old Cullman, whose rights are presently governed by the charter and bylaws of Old Cullman, will become stockholders of New Cullman, whose rights will be governed by the articles of incorporation and bylaws of New Cullman. The following informational proposals address the material differences between the governing documents of the two companies. This discussion is qualified in its entirety by reference to the charter and bylaws of Old Cullman and the articles of incorporation and bylaws of New Cullman. See “Where You Can Find Additional Information” for procedures for obtaining a copy of those documents.

The provisions of New Cullman’s articles of incorporation that are summarized as informational proposals 4 through 6 were approved as part of the process in which the board of directors of Old Cullman approved the plan of conversion. These proposals are informational in nature only, because the Federal Reserve Board’s regulations governing mutual-to-stock conversions do not provide for votes on matters other than the plan of conversion. Old Cullman’s stockholders are not being asked to approve these informational proposals at the special meeting. While we are asking you to vote with respect to each of the informational proposals set forth below, the proposed provisions for which an informational vote is requested will become effective if stockholders approve the plan of conversion, regardless of whether stockholders vote to approve any or all of the informational proposals. The provisions of New Cullman’s articles of incorporation and bylaws that are summarized as informational proposals may have the effect of deterring or rendering more difficult attempts by third parties to obtain control of New Cullman, if such attempts are not approved by the board of directors, or may make the removal of the board of directors or management, or the appointment of new directors, more difficult.

17

Informational Proposal 4—Approval of a Provision in New Cullman’s Articles of Incorporation Requiring a Super-Majority Vote to Amend Certain Provisions of the Articles of Incorporation of New Cullman. No amendment of the charter of Old Cullman may be made unless it is first proposed by the board of directors, then preliminarily approved by the Federal Reserve Board, and thereafter approved by a majority of the total votes eligible to be cast at a legal meeting. The articles of incorporation of New Cullman generally may be amended by the holders of a majority of the shares entitled to vote; provided, however, that any amendment of Section C, D, E or F of Article Fifth (Preferred Stock, Restrictions on Voting Rights of the Corporation’s Equity Securities, Majority Vote and Quorum), Article 7 (Directors), Article 8 (Bylaws), Article 9 (Evaluation of Certain Offers), Article 10 (Indemnification, etc. of Directors and Officers), Article 11 (Limitation of Liability), Article 12 (Selection of Forum) and Article 13 (Amendment of the Articles of Incorporation) must be approved by the affirmative vote of the holders of at least 80% of the outstanding shares entitled to vote, except that the board of directors may amend the articles of incorporation without any action by the stockholders to increase or decrease the aggregate number of shares of capital stock.

These limitations on amendments to specified provisions of New Cullman’s articles of incorporation are intended to ensure that the referenced provisions are not limited or changed upon a simple majority vote. While this limits the ability of stockholders to amend those provisions, Cullman Savings Bank, MHC, as a 57.3% stockholder, currently can effectively block any stockholder proposed change to the charter.

The requirement of a super-majority stockholder vote to amend specified provisions of New Cullman’s articles of incorporation could have the effect of discouraging a tender offer or other takeover attempt where the ability to make fundamental changes through amendments to the articles of incorporation is an important element of the takeover strategy of the potential acquirer. The board of directors believes that the provisions limiting certain amendments to the articles of incorporation will put the board of directors in a stronger position to negotiate with third parties with respect to transactions potentially affecting the corporate structure of New Cullman and the fundamental rights of its stockholders, and to preserve the ability of all stockholders to have an effective voice in the outcome of such matters.

The board of directors recommends that you vote “FOR” approval of a provision in New Cullman’s articles of incorporation requiring a super-majority vote to approve certain amendments to New Cullman’s articles of incorporation.

Informational Proposal 5—Approval of a Provision in New Cullman’s Articles of Incorporation Requiring a Super-Majority Vote of Stockholders to Approve Stockholder Proposed Amendments to New Cullman’s Bylaws. An amendment to Old Cullman’s bylaws proposed by stockholders must be approved by the majority of the total votes cast at a legal meeting subject to applicable approval by the Federal Reserve Board. The articles of incorporation of New Cullman provides that stockholders may only amend the bylaws if such proposal is approved by the affirmative vote of the holders of at least 80% of the outstanding shares entitled to vote.

The requirement of a super-majority stockholder vote to amend the bylaws of New Cullman is intended to ensure that the bylaws are not limited or changed upon a simple majority vote of stockholders. While this limits the ability of stockholders to amend the bylaws, Cullman Savings Bank, MHC, as a 57.3% stockholder, currently can effectively block any stockholder proposed change to the bylaws. Also, the board of directors of both Old Cullman and New Cullman may by a majority vote amend either company’s bylaws.

This provision in New Cullman’s articles of incorporation could have the effect of discouraging a tender offer or other takeover attempt where the ability to make fundamental changes through amendments to the bylaws is an important element of the takeover strategy of the potential acquirer. The board of directors believes that the provision limiting amendments to the bylaws will put the board of directors in a stronger position to negotiate with third parties with respect to transactions potentially affecting the corporate structure of New Cullman and the fundamental rights of its stockholders, and to preserve the ability of all stockholders to have an effective voice in the outcome of such matters.

18

The board of directors unanimously recommends that you vote “FOR” approval of the provision in New Cullman’s articles of incorporation requiring a super-majority vote of stockholders to approve stockholder proposed amendments to New Cullman’s bylaws.

Informational Proposal 6—Approval of a Provision in New Cullman’s Articles of Incorporation to Limit the Voting Rights of Shares Beneficially Owned in Excess of 10% of New Cullman’s Outstanding Voting Stock. The articles of incorporation of New Cullman provide that in no event shall any person, who directly or indirectly beneficially owns in excess of 10% of the then-outstanding shares of common stock as of the record date for the determination of stockholders entitled or permitted to vote on any matter, be entitled or permitted to vote in respect of the shares held in excess of the 10% limit. Beneficial ownership is determined pursuant to the federal securities laws and includes, but is not limited to, shares as to which any person and his or her affiliates (i) have the right to acquire pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options and (ii) have or share investment or voting power (but shall not be deemed the beneficial owner of any voting shares solely by reason of a revocable proxy granted for a particular meeting of stockholders, and that are not otherwise beneficially, or deemed by New Cullman to be beneficially, owned by such person and his or her affiliates).

The foregoing restriction does not apply to any employee benefit plans of New Cullman or any subsidiary or a trustee of a plan.

The provision in New Cullman’s articles of incorporation limiting the voting rights of beneficial owners of more than 10% of New Cullman’s outstanding voting stock is intended to limit the ability of any person to acquire a significant number of shares of New Cullman common stock and thereby gain sufficient voting control so as to cause New Cullman to effect a transaction that may not be in the best interests of New Cullman and its stockholders generally. This provision will not prevent a stockholder from seeking to acquire a controlling interest in New Cullman, but it will prevent a stockholder from voting more than 10% of the outstanding shares of common stock unless that stockholder has first persuaded the board of directors of the merits of the course of action proposed by the stockholder. The board of directors of New Cullman believes that fundamental transactions generally should be first considered and approved by the board of directors as it generally believes that it is in the best position to make an initial assessment of the merits of any such transactions and that its ability to make the initial assessment could be impeded if a single stockholder could acquire a sufficiently large voting interest so as to control a stockholder vote on any given proposal. This provision in New Cullman’s articles of incorporation makes an acquisition, merger or other similar corporate transaction less likely to occur, even if such transaction is supported by most stockholders, because it can prevent a holder of shares in excess of the 10% limit from voting the excess shares in favor of the transaction. Thus, it may be deemed to have an anti-takeover effect.

The board of directors recommends that you vote “FOR” the approval of a provision in New Cullman’s articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of New Cullman’s outstanding voting stock.

19

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

[same as prospectus]

FORWARD-LOOKING STATEMENTS

[same as prospectus]

HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING

[same as prospectus]

OUR DIVIDEND POLICY

[same as prospectus]

MARKET FOR THE COMMON STOCK

[same as prospectus]

HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE

[same as prospectus]

CAPITALIZATION

[same as prospectus]

PRO FORMA DATA

[same as prospectus]

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

[same as prospectus]

BUSINESS OF NEW CULLMAN AND OLD CULLMAN

[same as prospectus]

BUSINESS OF CULLMAN SAVINGS BANK

[same as prospectus]

SUPERVISION AND REGULATION

[same as prospectus]

TAXATION

[same as prospectus]

20

MANAGEMENT

[same as prospectus]

BENEFICIAL OWNERSHIP OF COMMON STOCK

[same as prospectus]

SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS

[same as prospectus]

COMPARISON OF STOCKHOLDERS’ RIGHTS FOR EXISTING

STOCKHOLDERS OF OLD CULLMAN

[same as prospectus]

RESTRICTIONS ON ACQUISITION OF NEW CULLMAN

[same as prospectus]

DESCRIPTION OF CAPITAL STOCK OF NEW CULLMAN

[same as prospectus]

TRANSFER AGENT

[same as prospectus]

EXPERTS

[same as prospectus]

LEGAL MATTERS

[same as prospectus]

WHERE YOU CAN FIND ADDITIONAL INFORMATION

[same as prospectus]

STOCKHOLDER PROPOSALS

In order to be eligible for inclusion in our proxy materials for our 2022 Annual Meeting of Stockholders, any stockholder proposal to take action at such meeting must be received at our executive office, located at 316 Second Avenue, S.W., Cullman, Alabama 35055, no later than                     , 2022. Any such proposals shall be subject to the requirements of the proxy rules adopted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING

Provisions of Old Cullman’s Bylaws. Under Old Cullman’s Bylaws, a stockholder must follow certain procedures to nominate persons for election as directors or to introduce an item of business at a meeting of stockholders. These procedures provide, generally, that stockholders desiring to make nominations for directors, or

21

to bring a proper subject of business before the meeting, must do so by a written notice timely received (generally not less than five days in advance of such meeting, subject to certain exceptions) by the Secretary of Old Cullman.

Provisions of New Cullman’s Bylaws. New Cullman’s Bylaws provide an advance notice procedure for certain business, or nominations to the Board of Directors, to be brought before an annual meeting of stockholders. In order for a stockholder to properly bring business before an annual meeting, or to propose a nominee to the board of directors, New Cullman’s Secretary must receive written notice not earlier than the 100th day nor later than the 90th day before the anniversary date of the prior year’s annual meeting; provided, however, that in the event the date of the annual meeting is advanced more than 30 days before the anniversary of the preceding year’s annual meeting, then, to be timely, notice by the stockholder must be so received not later than the tenth day following the day on which public announcement of the date of such meeting is first made.

The notice with respect to stockholder proposals that are not nominations for director must set forth as to each matter such stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address of such stockholder as they appear on New Cullman’s books and of the beneficial owner, if any, on whose behalf the proposal is made; (iii) the class or series and number of shares of capital stock of New Cullman which are owned beneficially or of record by such stockholder and such beneficial owner; (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business; and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

The notice with respect to director nominations must include: (a) as to each person whom the stockholder proposes to nominate for election as a director, (i) all information relating to such person that would indicate such person’s qualification to serve on the board of directors of New Cullman; (ii) an affidavit that such person would not be disqualified under the director qualification provisions of Article II, Section 12 of New Cullman’s Bylaws; (iii) such information relating to such person that is required to be disclosed in connection with solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, or any successor rule or regulation; and (iv) a written consent of each proposed nominee to be named as a nominee and to serve as a director if elected; and (b) as to the stockholder giving the notice: (i) the name and address of such stockholder as they appear on New Cullman’s books and of the beneficial owner, if any, on whose behalf the nomination is made; (ii) the class or series and number of shares of capital stock of New Cullman which are owned beneficially or of record by such stockholder and such beneficial owner; (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder; (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act or any successor rule or regulation.

The 2022 annual meeting of stockholders is expected to be held on May                     , 2022. If the conversion is completed, advance written notice for certain business, or nominations to the Board of Directors, to be brought before the next annual meeting must be given to us no earlier than March                     , 2022 and no later than March                     , 2022. If notice is received before March                     , 2022 or after March                     , 2022, it will be considered untimely, and we will not be required to present the matter at the stockholders meeting. If the conversion is not completed, advance written notice for certain business, or nominations to the Board of Directors, to be brought before the next annual meeting must be given to us by May                     , 2022. If notice is received after May                     , 2022, it will be considered untimely, and we will not be required to present the matter at the stockholders meeting.

Nothing in this proxy statement/prospectus shall be deemed to require us to include in our proxy statement and proxy relating to an annual meeting any stockholder proposal that does not meet all of the requirements for inclusion established by the Securities and Exchange Commission in effect at the time such proposal is received.

22

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE SPECIAL MEETING

The Notice of Special Meeting of Stockholders, Proxy Statement/Prospectus, and Proxy Card are available at                                                      .

OTHER MATTERS

As of the date of this document, the board of directors is not aware of any business to come before the special meeting other than the matters described above in the proxy statement/prospectus. However, if any matters should properly come before the special meeting, it is intended that the holders of the proxies will act in accordance with their best judgment.

BY ORDER OF THE BOARD OF DIRECTORS

Robin O’Berry

Corporate Secretary

Cullman, Alabama

[document date]

23

PART II:    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable in connection with the sale of shares of common stock being registered.

*	Registrant’s Legal Fees and Expenses	$	450,000
*	Registrant’s Accounting Fees and Expenses		220,000
*	State Tax Opinion Fees and Expenses		20,000
*	Marketing Agent Fees and Expenses		480,500
*	Data Conversion Fees and Expense		25,000
*	Appraisal Fees and Expenses		40,500
*	Printing, Postage, Mailing and EDGAR Fees		125,000
*	Filing Fees (Blue Sky, Nasdaq, FINRA, SEC)		70,500
*	Transfer Agent Fees and Expenses		20,000
*	Business Plan Fees and Expenses		51,000
*	Proxy Solicitor Fees and Expenses		15,000
*	Other		81,000
*	Total	$	1,598,500

* Estimated.

Item 14. Indemnification of Directors and Officers

Articles 10 and 11 of the Articles of Incorporation of Cullman Bancorp, Inc. (the “Corporation”) set forth circumstances under which directors, officers, employees and agents of the Corporation may be insured or indemnified against liability which they incur in their capacities as such. References to the MGCL refer to Maryland General Corporation Law:

ARTICLE 10. Indemnification, etc. of Directors and Officers.

A.    Indemnification.  The Corporation shall indemnify (1) its current and former directors and officers, whether serving the Corporation or at its request any other entity, to the fullest extent required or permitted by the MGCL now or hereafter in force, including the advancement of expenses under the procedures and to the fullest extent permitted by law, and (2) other employees and agents to such extent as shall be authorized by the Board of Directors and permitted by law; provided, however, that, except as provided in Section B of this Article 10 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

B.    Procedure.  If a claim under Section A of this Article 10 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall also be entitled to be reimbursed the expense of prosecuting or defending such suit. It shall be a defense to any action for advancement of expenses that the Corporation has not received both (i) an undertaking as required by law to repay such advances in the event it shall ultimately be determined that the standard of conduct has not been met and (ii) a written affirmation by the indemnitee of his good faith belief that the standard of conduct necessary for indemnification by the Corporation has been met. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard

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for indemnification set forth in the MGCL. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the MGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article 10 or otherwise shall be on the Corporation.

C.    Non-Exclusivity.  The rights to indemnification and to the advancement of expenses conferred in this Article 10 shall not be exclusive of any other right that any Person may have or hereafter acquire under any statute, these Articles, the Corporation’s Bylaws, any agreement, any vote of stockholders or the Board of Directors, or otherwise.

D.    Insurance.  The Corporation may maintain insurance, at its expense, to insure itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such Person against such expense, liability or loss under the MGCL.

E.    Miscellaneous.  The Corporation shall not be liable for any payment under this Article 10 in connection with a claim made by any indemnitee to the extent such indemnitee has otherwise actually received payment under any insurance policy, agreement, or otherwise, of the amounts otherwise indemnifiable hereunder. The rights to indemnification and to the advancement of expenses conferred in Sections A and B of this Article 10 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

F.    Limitations Imposed by Federal Law.  Notwithstanding any other provision set forth in this Article 10, in no event shall any payments made by the Corporation pursuant to this Article 10 exceed the amount permissible under applicable federal law, including, without limitation, Section 18(k) of the Federal Deposit Insurance Act and the regulations promulgated thereunder.

Any repeal or modification of this Article 10 shall not in any way diminish any rights to indemnification or advancement of expenses of such director or officer or the obligations of the Corporation arising hereunder with respect to events occurring, or claims made, while this Article 10 is in force.

ARTICLE 11. Limitation of Liability.  An officer or director of the Corporation, as such, shall not be liable to the Corporation or its stockholders for money damages, except (A) to the extent that it is proved that the Person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received; or (B) to the extent that a judgment or other final adjudication adverse to the Person is entered in a proceeding based on a finding in the proceeding that the Person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding; or (C) to the extent otherwise provided by the MGCL. If the MGCL is amended to further eliminate or limit the personal liability of officers and directors, then the liability of officers and directors of the Corporation shall be eliminated or limited to the fullest extent permitted by the MGCL, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.

Item 15. Recent Sales of Unregistered Securities

Not applicable.

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Item 16. Exhibits and Financial Statement Schedules:

The exhibits and financial statement schedules filed as part of this registration statement are as follows:

(a) List of Exhibits

1.1 Engagement Letter between Cullman Savings Bank, MHC, Cullman Bancorp, Inc., Cullman Savings Bank and Raymond James & Associates, Inc.

1.2 Form of Agency Agreement between Cullman Savings Bank, MHC, Cullman Bancorp, Inc., Cullman Savings Bank, Cullman Bancorp, Inc. and Raymond James & Associates, Inc.*

2 Plan of Conversion and Reorganization of Cullman Savings Bank, MHC

3.1 Articles of Incorporation of Cullman Bancorp, Inc.

3.2 Bylaws of Cullman Bancorp, Inc.

4 Form of Common Stock Certificate of Cullman Bancorp, Inc.

5 Opinion of Luse Gorman, PC regarding legality of securities being registered

8.1 Federal Tax Opinion*

8.2 State Tax Opinion*

10.1 Form of Employment Agreement between Cullman Savings Bank and John A. Riley, III†

10.2 Form of Employment Agreement between Cullman Savings Bank and each of Robin Parson and T’aira Ugarkovich†

10.3 Employee Stock Ownership Plan

10.4 Cullman Savings Bank Amended and Restated Deferred Incentive Plan†

10.5 Cullman Savings Bank Amended and Restated Directors’ Cash Compensation Deferral Plan†

10.6 Cullman Bancorp, Inc. 2020 Equity Incentive Plan†

10.7 Form of Split Dollar Agreement†

21 Subsidiaries of Cullman Bancorp, Inc.

23.1 Consent of Luse Gorman, PC (set forth in Exhibits 5 and 8.1)

23.2 Consent of Crowe, LLP

23.3 Consent of Taylor Vise Brown & King, LLC with respect to state tax opinion (set forth in Exhibit 8.2)

23.4 Consent of Keller & Company, Inc.

24 Power of Attorney (set forth on the signature page to this Registration Statement)

99.1 Engagement Letter with Keller & Company, Inc. to serve as appraiser

99.2 Letter of Keller & Company, Inc. with respect to subscription rights

99.3 Appraisal Report of Keller & Company, Inc.

99.4 Marketing Materials

99.5 Stock Order and Certification Form

99.6 Letter of Keller & Company, Inc. with respect to Liquidation Rights

99.7 Form of Cullman Bancorp, Inc. Stockholder Proxy Card

* To be provided by amendment.

† Management contract or compensation plan or arrangement.

(b) Financial Statement Schedules

No financial statement schedules are filed because the required information is not applicable or is included in the consolidated financial statements or related notes.

Item 17. Undertakings

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

II-3

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(5) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(6) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

(7) The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(8) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Cullman, State of Alabama, on March 12, 2021.

CULLMAN BANCORP, INC.
By:	/s/ John A. Riley, III
	John A. Riley, III
	Chairman of the Board, President and Chief Executive Officer (Duly Authorized Representative)

POWER OF ATTORNEY

We, the undersigned directors of Cullman Bancorp, Inc. (the “Company”), severally constitute and appoint John A. Riley, III with full power of substitution, our true and lawful attorney and agent, to do any and all things and acts in our names in the capacities indicated below which said John A. Riley, III may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-1 relating to the offering of the Company common stock, including specifically, but not limited to, power and authority to sign for us or any of us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby approve, ratify and confirm all that said John A. Riley, III shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ John A. Riley, III John A. Riley, III	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	March 12, 2021
/s/ Katrina Stephens Katrina Stephens	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	March 12, 2021
/s/ Gregory T. Barksdale Gregory T. Barksdale	Director	March 12, 2021
/s/ Chad Burks Chad Burks	Director	March 12, 2021
/s/ Paul D. Bussman Paul D. Bussman	Director	March 12, 2021
/s/ Nancy McClellan Nancy McClellan	Director	March 12, 2021
/s/ Lynne Morton Lynne Morton	Director	March 12, 2021
/s/ Robin Parson Robin Parson	Executive Vice President, Chief Operations Officer and Director	March 12, 2021

EX-1.1

Exhibit 1.1

CONFIDENTIAL

December 30, 2020

Cullman Savings Bank

Cullman Savings Bank, M.H.C.

Cullman Bancorp, Inc.

316 Second Avenue, SW

Cullman, AL 35055

Attention: John A. Riley III, President and CEO

Gentlemen:

It is our understanding that Cullman Savings Bank (the “Bank”), Cullman Savings Bank, MHC (the “MHC”), and Cullman Bancorp, Inc. (the “Holding Company”) desire to retain the services of Raymond James & Associates, Inc. (“Raymond James”) to act as their exclusive financial advisor, marketing agent, and records agent in connection with MHC’s reorganization from a mutual holding company form of organization to a stock holding company form of organization (the “Reorganization”). It is further understood that the Reorganization will include the associated sale of common stock of a new holding company for the Bank (the “New Holding Company” and together with the MHC and the Bank, each and collectively, the “Company”)) as further described below.

Pursuant to a Plan of Conversion and Reorganization (the “Plan”), the New Holding Company will offer and sell shares of its common stock to the Bank’s qualifying account holders in a subscription offering (the “Subscription Offering”). Shares not subscribed for in the Subscription Offering may, at the discretion of the Company, be offered to the local community (as defined in the Plan) and the general public in a community offering (the “Community Offering”), and if necessary, through a syndicate of one or more broker-dealers managed by Raymond James (a “Syndicated Community Offering”, and with a Subscription Offering and Community Offering, collectively or individually, the “Offerings”).

This letter agreement (the “Agreement”) is intended to serve as our agreement to provide the services outlined herein, to the extent requested by the Company.

1. Financial Advisory and Marketing Agent Services - As the Company’s financial advisor and marketing agent, Raymond James will provide financial and logistical advice to the Company and will assist the Company’s management, legal counsel, accountants and other advisors in connection with the Reorganization and related matters. We anticipate our services will include the following, each as may be necessary and as the Company may reasonably request:

(a) Assist the Company in assessing the financial and securities market implications of the Plan;

(b) Assist the Company in structuring and in communicating the terms of the Plan and the Offerings;

(c) Assist the Company in the preparation of documents related to the execution of the Plan, including the prospectus, stock order and certification form and all marketing materials (it being understood that the preparation and filing of any and all such documents will be the responsibility of the Company and its counsel);

(d) Assist the Company in analyzing proposals from outside vendors (to be engaged at the Company’s sole expense) in connection with execution of the Plan, including, but not limited

222 South Riverside Plaza – 7^th Floor // Chicago, IL 60606

T 312.612.7785 // raymondjames.com

Raymond James & Associates, Inc., member New York Stock Exchange/SIPC

Cullman Savings Bank

December 30, 2020

Page 2

to, appraisers, business plan consultants, financial printers, registrar/transfer agents, and proxy solicitors, as needed;

(e) Assist the Company in scheduling and preparing for meetings with potential investors and/or other broker-dealers related to the Offerings, as necessary;

(f) Establish a Stock Information Center at Raymond James’s office in Chicago, Illinois, which shall provide a toll-free hotline to assist with investor inquiries;

(g) Assist in the training of Company personnel for interaction with customers during the offering and proxy solicitation period; and

(h) Such other financial advisory and investment banking services in connection with the Offerings as may be agreed upon by Raymond James and the Company.

2. Records Agent Services - As Records Agent, Raymond James will provide the following services, as the Company may reasonably request.

a. Customer File Processing

• processing of the Bank’s customer account records for each record date required by the Plan;

• consolidation of eligible customer accounts by ownership and creation of a central file for determination of subscription and voting rights;

• reporting of Company customers by state (support for any required Blue Sky filings);

• identification of subscription priorities;

• calculation of member votes; and

• sorting and grouping of customer records and coordination with the Company’s financial printer for all required subscriber and member mailings.

b. Stock Order Processing

• processing of stock order forms received at the Stock Information Center;

• daily and ad-hoc status reporting to Company management;

• mailing of order acknowledgment letters to subscribers;

• allocation of shares to qualifying subscribers if the offering is oversubscribed;

• production of new shareholders list and other final subscription reports (account withdrawals, all orders received, etc.);

• coordination with the Company’s transfer agent for stock issuance; and

• calculation and reporting of subscriber interest and refund amounts with necessary supporting files to enable the Company or its transfer agent to generate required interest/refund checks and 1099-INT reporting.

c. Member Proxy Vote Processing

• tabulation and reporting of member proxy votes received;

• proxy target group identification and reporting to assist with solicitation efforts;

• proxy reminder mailings as needed;

• assist the Company with member telephone solicitation efforts if requested;

• coordination with the Company’s proxy solicitor, if needed;

• adjustment of member votes as required for accounts closed prior to the special meeting; and

Cullman Savings Bank

December 30, 2020

Page 3

• act as or support the Inspector of Election for the Special Meeting of Members, if requested and the election is not contested.

3. Due Diligence Review - The Company acknowledges and agrees that Raymond James’s obligation to perform the services contemplated by this Agreement shall be subject to the satisfactory completion of such investigations and inquiries relating to the Company, and its directors, officers, agents and employees, as Raymond James and their counsel in their sole discretion my deem appropriate under the circumstances (the “Due Diligence Review”). The Company agrees it will make available to Raymond James all information, whether or not publicly available, which Raymond James reasonably requests (the “Information”), and will permit Raymond James to discuss with the board of directors and management the operations and prospects of the Company. Raymond James will treat all Confidential Information (as defined herein) as confidential in accordance with the provisions of Section 9 hereof. The Company recognizes and confirms that Raymond James (a) will use and rely on and assume the accuracy and completeness of the Information in performing the services contemplated by this Agreement without having independently verified or analyzed the accuracy or completeness of same, and (b) does not assume responsibility or liability for the accuracy or completeness of the Information or to conduct any independent verification or any appraisal or physical inspection of properties or assets. The Company acknowledges and agrees that Raymond James will rely upon Company management as to the reasonableness and achievability of any financial and operating forecasts and projections provided to Raymond James, and that Raymond James will assume, at the Company’s direction, that all financial forecasts and projections have been reasonably prepared by Company management on a basis reflecting the best then currently available estimates and judgments of management as to the expected future financial performance of the Company, and that such forecasts and projections will be realized in the amounts and in the time periods currently estimated by such management.

4. Regulatory Filings - The Company will cause appropriate offering documents to be filed with all regulatory agencies including the Securities and Exchange Commission (“SEC”), and the appropriate federal and/or state bank regulatory agencies. In addition, the Company and Raymond James agree that the Company’s counsel shall serve as counsel with respect to blue sky matters in connection with the Offerings, and that the Company shall cause such counsel to prepare a Blue Sky Memorandum related to the Offerings including Raymond James’s participation therein and shall furnish Raymond James a copy thereof addressed to Raymond James or upon which counsel shall state Raymond James may rely.

5. Fees - For the services hereunder, the Company shall pay the following fees to Raymond James at closing unless stated otherwise:

(a) Management Fee: A Management Fee of $30,000, payable as follows: (a) $15,000 upon execution of this Agreement; and (b) $15,000 upon filing with the SEC of the New Holding Company’s initial registration statement for any Offering. Such fees shall be deemed to have been earned when due. Should the Offerings or this Agreement be terminated for any reason Raymond James shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred.

(b) Success Fee: A Success Fee equal to the greater of (i) $250,000 or (ii) one percent (1.00%) of the aggregate dollar amount of common stock sold in the Subscription Offering and/or Community Offering. Such Success Fee shall be due at the closing of the Offerings and the Reorganization. No Success Fee shall be payable for any shares sold to the officers, directors, and employees of the Company (“Insiders”) or the Immediate Family of such persons or to qualified and non-qualified employee benefit plans, or to trusts of Insiders or their Immediate

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Family, or to any charitable foundation established in connection with or that is given shares in connection with the Offerings. “Immediate Family” includes the spouse, parents, siblings and children of the Insiders who live in the same house as the Insiders. The Management Fee described in Section 5(a), to the extent then already paid, will be credited against the Success Fee. The obligation to pay to Raymond James the full Success Fee upon completion of the Offerings shall survive any termination of this Agreement, including any termination occurring prior to the completion of such Offerings.

(c) Syndicated Community Offering: In the event the Company elects to pursue a Syndicated Community Offering, the Company shall pay to Raymond James, in addition to (and not in lieu of) the Success Fee, a commission equal to 6.0% of the aggregate purchase price of the shares sold in the Syndicated Community Offering. Raymond James as sole book running manager may seek to form a syndicate of registered dealers to assist in the Syndicated Community Offering on a best efforts basis, subject to the terms and conditions set forth in a selected dealers’ agreement to be entered into between the Company and Raymond James. Raymond James will endeavor to distribute the common stock among dealers, if any, in a fashion that best meets the distribution objectives of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain selected dealers. It is understood that in no event shall Raymond James be obligated to take or purchase any shares of the common stock in the Offerings.

(d) Records Agent Fee: For the Records Agent services outlined above, the Company agrees to pay Raymond James a fee of $25,000 (the “Record Agent Fee”). The Record Agent Fee shall be payable as follows: (a) $15,000 payable upon execution of this Agreement, which shall be non-refundable; and (b) the balance upon the mailing of subscription documents for the Subscription Offering.

6. Expenses - The Company will bear all expenses of the proposed Offerings customarily borne by issuers, including, without limitation, any regulatory filing fees, SEC, “Blue Sky,” and FINRA filing and registration fees, and DTC eligibility and DRS participation fees; the fees and expenses of the Company’s accountants, attorneys, appraiser, business plan consultant, financial printer, proxy solicitor, and transfer agent; the costs of operating the Stock Information Center, including hiring temporary personnel if needed to assist with data entry and clerical functions, postage and overnight delivery service charges, and Syndicated Community Offering expenses associated with the Offerings; the fees set forth in Section 5; and fees for “Blue Sky” legal work. If Raymond James incurs expenses on behalf of the Company, the Company will reimburse Raymond James for such expenses.

Regardless of whether the Offerings close, Raymond James will also be reimbursed for its reasonable out-of-pocket expenses, not to exceed $25,000 (subject to the provisions of this paragraph), related to the Offerings, including, but not limited to, costs of travel, meals and lodging, data processing services, photocopying, telephone, facsimile, and couriers. Raymond James will also be reimbursed for fees and expenses of its counsel not to exceed $75,000 (subject to the provisions of this paragraph). These expense caps assume no unusual circumstances or delays, and no re-solicitation in connection with the Offerings. The Company acknowledges and agrees that, in the event unusual circumstances arise or a delay or resolicitation occurs (including but not limited to a delay in the Offerings which would require an update of the financial information in tabular form to reflect a period later than March 31, 2021), such expense caps may be increased by additional amounts, not to exceed an additional $10,000 in the case of additional out-of-pocket expenses of Raymond James and an additional $10,000 in the case of additional fees and expenses of Raymond James’s legal counsel. The provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification or contribution

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provisions contained herein and in Addendum A.

7. Limitations - The Company is a sophisticated business enterprise with competent internal financial personnel and legal counsel, and the Company has retained Raymond James for the limited purposes set forth in this Agreement. The Company acknowledges that Raymond James has been retained only by the Company, that Raymond James is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of Raymond James is not deemed to be on behalf of, and is not intended to confer rights upon, any securityholder, owner or partner of the Company or any other person not a party to this Agreement as against Raymond James or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents. Unless otherwise expressly agreed in writing by Raymond James, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of Raymond James, and no one other than the Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by Raymond James to the Company in connection with Raymond James’s engagement is intended solely for the benefit and use of the Company’s management and directors in connection with the Reorganization and the Offerings, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose.

Raymond James and the Company further agree that neither Raymond James nor any of its affiliates or any of its their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents shall have any liability to the Company, its securityholders or creditors, or any person asserting claims on behalf of or in the right of the Company (whether direct or indirect, in contract, tort, for an act of negligence or otherwise) for any losses, fees, damages, liabilities, costs, expenses or equitable relief arising out of or relating to this Agreement or the services rendered hereunder, except for losses, fees, damages, liabilities, costs or expenses that arise out of or are based on any action of or failure to act by Raymond James and that are finally judicially determined to have resulted solely from the bad faith, gross negligence or willful misconduct of Raymond James or to the extent that any such losses, fees, damages, liabilities, costs, expenses or equitable relief arise out of or are based upon any untrue statement of a material fact or the omission of a material fact required to be stated therein or necessary to make not misleading any statements contained in any final prospectus, or any amendment or supplement thereto, made in reliance on and in conformity with written information regarding Raymond James and furnished to the Company by Raymond James expressly for use therein.

The Company acknowledges and agrees that Raymond James, as Records Agent hereunder, (a) shall have no duties or obligations other than the contractual obligations to the Company specifically set forth herein; (b) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any order form or any stock certificates or the shares represented thereby, and will not be required to and will make no representations as to the validity, value or genuineness of the offer; (c) shall not be obliged to take any legal action hereunder which might in its judgment involve any expense or liability, unless it shall have been furnished with an indemnity satisfactory to it; and (d) may rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telex, telegram, or other document or security delivered to it and in good faith believed by it to be genuine and to have been signed by the proper party or parties.

Anything in this Agreement to the contrary notwithstanding, in no event shall Raymond James be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not

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limited to lost profits), even if Raymond James has been advised of the likelihood of such loss or damage and regardless of the form of action.

8. Benefit - This Agreement shall inure to the benefit of the parties hereto and their respective successors, and the obligations and liabilities assumed hereunder by the parties hereto shall be binding upon their respective successors; provided, however, that this Agreement shall not be assignable without the mutual consent of Raymond James and the Company.

9. Confidentiality - Raymond James agrees to use all material nonpublic information provided to it by or on behalf of the Company hereunder solely for the purpose of providing the services that are the subject of this Agreement and to treat all such information confidentially; provided, however, that nothing herein shall prevent Raymond James from (a) distributing materials in connection with the services contemplated by this Agreement and engaging in discussions relating to an Offering or the Reorganization, (b) sharing such information with its employees, attorneys or representatives of it or the Company who need to know such information, or (c) disclosing such information pursuant to the order of any court or administrative agency. It is agreed that Raymond James (if legally permitted to do so) will provide the Company with prompt notice of any such order (written, if practical) and otherwise provide reasonable cooperation to the Company (at the Company’s expense) in order to enable the Company to seek an appropriate protective order or other appropriate remedy or to waive compliance with the provisions of this Agreement. Notwithstanding the foregoing, no such notice shall be required in the case of a routine audit or regulatory or administrative review of Raymond James not specifically related to the Company. In the event that such protective order or other remedy is not obtained, or that the Company grants a waiver as provided hereby, Raymond James may furnish that portion (and only that portion) of the information that it is legally compelled to disclose and with respect to which it agrees to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information by the receiving party compelling such disclosure. In any event, Raymond James will not oppose action by the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Notwithstanding the foregoing, such material nonpublic information does not include any information: (i) that was already in the possession of Raymond James or any or its representatives, or was available to Raymond James or any of its representatives on a non-confidential basis, prior to the disclosure to Raymond James or such representatives; (ii) obtained by Raymond James or any of its representatives from a third party which, insofar as is known by Raymond James or such representatives, is not subject to any prohibition against disclosure; (iii) which was or is independently developed by Raymond James or any of its representatives without violating any confidentiality obligation under this paragraph; or (iv) which was or becomes generally available to the public through no fault of Raymond James. The provisions of this paragraph shall automatically terminate one (1) year following the earlier of the completion of the Reorganization or the termination of this Agreement. This Agreement supersedes any other agreement regarding confidentiality that may have been previously entered into between the Company and Raymond James. The Company hereby acknowledges and agrees that the presentation materials and financial models used by Raymond James in performing its services hereunder have been developed by and are proprietary to Raymond James. The Company agrees that it will not reproduce or distribute all or any portion of such models or presentations without the prior consent from Raymond James in writing.

10. Indemnification – In consideration of Raymond James signing this Agreement and agreeing to perform Services pursuant to this Agreement, the Company shall execute and perform the obligations as provided in Addendum A attached to this Agreement.

11. Definitive Agreement - This Agreement reflects Raymond James’s present intention of proceeding to

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work with the Company on its proposed Offerings. No legal and binding obligation is created on the part of the Company or Raymond James with respect to the subject matter hereof, except as to (i) the agreement to maintain the confidentiality of Confidential Information set forth in Section 9, (ii) the payment of certain fees as set forth in Section 5, (iii) the payment of fees and expenses as set forth in Section 6, (iv) the limitations set forth in Section 7, (v) the indemnification and contribution and other provisions set forth in Section 10 and Addendum A, (vi) the provisions in Section 13, and (vii) those terms set forth in a mutually agreed upon Agency Agreement between Raymond James and the Company to be executed prior to commencement of the Offerings, all of which, notwithstanding anything to the contrary that may be contained herein, shall constitute the binding obligations of the parties hereto and which shall survive the termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect.

Raymond James’s execution of such Agency Agreement shall also be subject to (a) Raymond James’s satisfaction with its Due Diligence Review, (b) preparation of offering materials that are satisfactory to Raymond James, (c) compliance with all relevant legal and regulatory requirements to the reasonable satisfaction of Raymond James and its counsel, (d) agreement that the price established by the independent appraiser is reasonable, and (e) market conditions at the time of the proposed Offerings.

12. Notices – All notices, requests, consents, claims, demands, waivers and other communications under this Agreement shall be in writing and shall be deemed to have been given (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day (in the jurisdiction in which the recipient is located) if sent after normal business hours of the recipient; or (iv) on the third (3^rd) day after the date mailed, by certified or registered mail (in each case, return receipt requested, postage pre-paid). Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 12):

If to the Company:	Cullman Savings Bank
	316 Second Avenue, SW
	Cullman, AL 35055
	Attention: John A. Riley III, President and CEO
	Email: riley@cullmansavingsbank.com
If to Raymond James:	Raymond James & Associates, Inc.
	880 Carillon Parkway
	St. Petersburg, FL 33716
	Attention: Thomas Donegan, General Counsel,
	Global Equities and Investment Banking
	Email: tom.donegan@raymondjames.com

13. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and can be altered only by written consent signed by the parties. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to conflicts of laws principles thereof or of any other jurisdiction that would require the application of the laws of another jurisdiction. All claims arising out of the interpretation, application or enforcement, or otherwise relating to the subject matter, of this Agreement, including, without limitation, any breach of this Agreement, shall be settled by final and binding arbitration in New York, New York, in accordance with the commercial rules then prevailing of the American Arbitration

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Association by a panel of three (3) arbitrators appointed by the American Arbitration Association. The decision of the arbitrators shall be binding on Raymond James and the Company and may be entered and enforced in any court of competent jurisdiction by either Party. The arbitration shall be pursued and brought to conclusion as rapidly as is possible. TO THE EXTENT PERMITTED BY LAW, EACH OF RAYMOND JAMES AND THE COMPANY VOLUNTARILY AND IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS AGREEMENT, THE ENGAGEMENT OF RAYMOND JAMES PURSUANT TO, OR THE PERFORMANCE BY RAYMOND JAMES OF, THE SERVICES CONTEMPLATED BY THIS AGREEMENT.

In the event of any claim or dispute between the parties arising out of or related to this Agreement, and in addition to any other remedy, the prevailing party in any action or proceeding shall be entitled to an award of reimbursement from the non-prevailing party for all costs and expenses of the action or proceeding and otherwise related to the claim or dispute incurred by the prevailing party, including the prevailing party’s reasonable attorneys’ fees and any expert witness fees.

14. Term and Termination – Subject to the provisions of Section 11 of this Agreement, Raymond James’s engagement hereunder may be terminated by the Company or by Raymond James at any time upon 30 days’ written notice to that effect, and shall automatically terminate on the date that is 18 months from the date of this letter.

[Signature page follows.]

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If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning this Agreement to the undersigned.

Very truly yours,

RAYMOND JAMES & ASSOCIATES, INC.
/s/ Robert J. Toma	12/30/2020
Robert J. Toma	Signature Date
Managing Director, Investment Banking
CULLMAN SAVINGS BANK
CULLMAN SAVINGS BANK, M.H.C.
CULLMAN BANCORP, INC.
/s/ John A. Riley, III	1/5/21
John A. Riley III	Signature Date
President and CEO

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ADDENDUM A

Pursuant to the foregoing letter agreement dated December 30, 2020 (the “Agreement”), Cullman Savings Bank, Cullman Savings Bank, MHC, and Cullman Bancorp, Inc. (as further described in the Agreement, the “Company”), shall indemnify, defend and hold harmless Raymond James & Associates, Inc. and Raymond James Financial, Inc. (together, “Raymond James”) and their respective affiliates, together with their and their affiliates’ respective officers, directors, managers, members, partners, securityholders, employees and agents, and each Person (as defined below), if any, who controls Raymond James or any of its affiliates within the meaning of the U.S. Securities Act of 1933, as amended, or the U.S. Securities Exchange Act of 1934, as amended (all of the foregoing are referred to collectively as “Indemnified Parties” and individually as an “Indemnified Party”), from and against any and all (a) claims, actions (including securityholder claims or actions, derivative or otherwise), demands, investigations and proceedings of any kind or nature (collectively, “Proceedings”) threatened, brought or established against any Indemnified Party by any party (“Person”), and (b) losses, claims, judgments, penalties, fines, charges, costs (including professional or legal fees and other costs of litigation or other proceedings), damages, taxes, liabilities of any kind or nature, whether joint or several (collectively, “Losses”), which such Indemnified Party may suffer or incur under any statute, common law, contract, tort or otherwise (including, without limitation, all such Losses suffered or incurred in considering, preparing for, responding to, disputing, or otherwise dealing with any actual or potential Proceedings, including any Proceeding brought in connection with any Indemnified Party’s right to be indemnified pursuant to this Addendum A), directly or indirectly arising out of, relating to or in connection with (i) the Agreement, the services provided in connection with the Agreement, or the exercise of Raymond James’s rights under the Agreement (including this Addendum A), or (ii) any transaction referred to in the Agreement or any transaction arising out of the transactions contemplated by the Agreement (each an “Indemnified Claim”), except solely to the extent that any such Indemnified Claim is found, in a final, unappealable judgment by a court of competent jurisdiction, to have resulted solely from (1) any untrue statement of a material fact or the omission of a material fact required to be stated therein or necessary to make not misleading any statements contained in any final prospectus, or any amendment or supplement thereto, made in reliance on and in conformity with written information regarding Raymond James and furnished to the Company by Raymond James expressly for use therein or (2) Raymond James’s gross negligence, willful misconduct or bad faith in the performance of its services under the Agreement (other than an action or failure to act undertaken or refrained from being undertaken at the written or express request of or with the written or express consent of the Company) (an “Excluded Act”).

No Proceeding will be brought against any Indemnified Party to recover any Losses that the Company, its securityholders, officers, directors/managers or creditors, or any other Person in connection with any Indemnified Claim, may suffer or incur by reason of or in connection with any Indemnified Claim, and no Indemnified Party shall have any liability to the Company, its securityholders, officers, directors/managers or creditors, or any other Person by reason of or in connection with any Indemnified Claim, whether such Loss arises under any statute, common law, contract, tort or otherwise, except solely to the extent that any such Losses or liability is found, in a final, unappealable judgment by a court of competent jurisdiction, to have resulted solely and exclusively and as a direct and proximate cause from said Indemnified Party’s Excluded Act. Nothing in the Agreement (including this Addendum A) shall be construed as rendering Raymond James or any other Indemnified Party liable, under any circumstances and under any theory of law, to the Company, the Company’s securityholders, officers, directors/managers or creditors, or any other Person in respect of any indirect, incidental, special, consequential or punitive damages even if Raymond James or any other Indemnified Party have been advised as to the possibility thereof. The aggregate liability of all Indemnified Parties to the Company, the Company’s securityholders, officers, directors/managers or creditors, and any other Person, under any statute, common law, contract, tort or otherwise, for any Loss suffered by such party arising from or in connection with the services provided under the Agreement, however the Loss is caused, shall not exceed 50% of the amount of the fees actually received by Raymond James under the Agreement.

If for any reason the foregoing indemnity is unavailable to an Indemnified Party or is insufficient to fully hold any Indemnified Party harmless, the Company shall contribute to the amount paid or payable by such Indemnified Party as a result of such unavailability or insufficiency in such proportion as is appropriate to reflect the relative benefits received by and fault of the Company on the one hand, and the relative benefits received by and fault of the Indemnified Party on the other hand, as well as any relevant equitable considerations. For the purposes of this Agreement, the relative benefits to the Company and to an Indemnified Party of the engagement under this Agreement shall be deemed to be in the same proportion as (a) the total value paid or contemplated to be paid or received or contemplated to be received by the Company in the Reorganization and the Offerings that are the subject of the engagement hereunder,

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whether or not consummated, bears to (b) the fees paid or to be paid to Raymond James under the Agreement, and the relative fault of the Company on the one hand and an Indemnified Party on the other hand shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or incorrect opinion or conclusion or the omission or alleged omission to state a material fact related to information supplied by the Company or its agents, advisors or affiliates on the one hand or by the Indemnified Party on the other hand, as well as the Parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement, opinion, conclusion or omission. Notwithstanding anything in this Addendum A to the contrary the aggregate contribution of all of the Indemnified Parties for all Indemnified Claims shall not exceed the amount of the fees actually received by Raymond James under the Agreement.

The Company shall reimburse each Indemnified Party for all reasonable costs and expenses (including, without limitation, fees and expenses of outside counsel, with such reimbursement limited to the fees and expenses of one (1) counsel and one (1) additional local counsel, if required) incurred by the Indemnified Parties (including all such costs and expenses incurred to enforce the terms of this Addendum A) as they are incurred in connection with investigating, preparing, defending or settling or otherwise relating to any threatened or pending Proceeding for which indemnification or contribution has or could be sought by the Indemnified Party, whether or not in connection with a Proceeding in which any Indemnified Party is a named party.

The indemnity, contribution and expense reimbursement agreements and obligations set forth in this Addendum shall be in addition to any other rights, remedies or indemnification as to which any Indemnified Party may have or be entitled at common law or otherwise, shall survive any termination of the Agreement or completion of services under the Agreement, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Indemnified Party. The Company further agrees that the indemnification, contribution and reimbursement obligations set forth in this Addendum A shall apply whether or not Raymond James or any other Indemnified Party is a formal party in any such Indemnified Claim.

The Company shall not settle, compromise or consent to judgment, or participate in or otherwise facilitate any such settlement, compromise or consent, with respect to any Indemnified Claim without the prior consent of Raymond James or any Indemnified Party involved in such Indemnified Claim unless (i) there is no admission of wrongdoing, negligence or improper activity of any kind of or by Raymond James or such Indemnified Party in such settlement, compromise or consent and (ii) there is an unconditional release of all Indemnified Parties from all liability on claims that are the subject matter of or arise out of such Indemnified Claim.

This Addendum A shall survive any termination or completion of the engagement provided by the Agreement.

Agreed and accepted (this Agreement may be executed in one or more counterparts, and sent by facsimile or electronic transmission, and each such counterpart shall be an original and all of which shall together constitute one and the same instrument):

RAYMOND JAMES & ASSOCIATES, INC.		CULLMAN SAVINGS BANK CULLMAN SAVINGS BANK, M.H.C. CULLMAN BANCORP, INC.
By:		By:	/s/ John A. Riley, III
	Robert J. Toma		John A. Riley III
	Managing Director, Investment Banking		President and CEO

Signature Date: 12/30/2020 Signature Date: 1/5/21

EX-2

Exhibit 2

PLAN OF CONVERSION AND REORGANIZATION

OF

CULLMAN SAVINGS BANK, MHC

TABLE OF CONTENTS

1.	INTRODUCTION	1
2.	DEFINITIONS	2
3.	PROCEDURES FOR CONVERSION	8
4.	HOLDING COMPANY APPLICATIONS AND APPROVALS	11
5.	SALE OF SUBSCRIPTION SHARES	11
6.	PURCHASE PRICE AND NUMBER OF SUBSCRIPTION SHARES	12
7.	RETENTION OF CONVERSION PROCEEDS BY THE HOLDING COMPANY	13
8.	SUBSCRIPTION RIGHTS OF ELIGIBLE ACCOUNT HOLDERS (FIRST PRIORITY)	13
9.	SUBSCRIPTION RIGHTS OF EMPLOYEE PLANS (SECOND PRIORITY)	14
10.	SUBSCRIPTION RIGHTS OF SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS (THIRD PRIORITY)	14
11.	SUBSCRIPTION RIGHTS OF OTHER MEMBERS (FOURTH PRIORITY)	15
12.	COMMUNITY OFFERING	15
13.	SYNDICATED COMMUNITY OFFERING OR FIRM COMMITMENT UNDERWRITTEN OFFERING	16
14.	LIMITATIONS ON PURCHASES	17
15.	PAYMENT FOR SUBSCRIPTION SHARES	18
16.	MANNER OF EXERCISING SUBSCRIPTION RIGHTS THROUGH ORDER FORMS	19
17.	UNDELIVERED, DEFECTIVE OR LATE ORDER FORM; INSUFFICIENT PAYMENT	20
18.	RESIDENTS OF FOREIGN COUNTRIES AND CERTAIN STATES	21
19.	ESTABLISHMENT OF LIQUIDATION ACCOUNTS	21
20.	CONTRIBUTION TO THE FOUNDATION	23
21.	VOTING RIGHTS OF STOCKHOLDERS	24
22.	RESTRICTIONS ON RESALE OR SUBSEQUENT DISPOSITION OF SUBSCRIPTION SHARES	24
23.	REQUIREMENTS FOR STOCK PURCHASES BY DIRECTORS AND OFFICERS FOLLOWING THE CONVERSION	25
24.	TRANSFER OF DEPOSIT ACCOUNTS	25
25.	REGISTRATION AND MARKETING	25
26.	TAX RULINGS OR OPINIONS	26
27.	STOCK BENEFIT PLANS AND EMPLOYMENT AGREEMENTS	26
28.	RESTRICTIONS ON ACQUISITION OF BANK AND HOLDING COMPANY	27
29.	PAYMENT OF DIVIDENDS AND THE REPURCHASE OF STOCK	28
30.	ARTICLES OF INCORPORATION AND BYLAWS	28
31.	CONSUMMATION OF CONVERSION AND EFFECTIVE DATE	28
32.	EXPENSES OF CONVERSION	29
33.	AMENDMENT OR TERMINATION OF PLAN	29
34.	CONDITIONS TO CONSUMMATION OF CONVERSION	29
35.	INTERPRETATION	30

(i)

Exhibit A	Form of Merger Agreement between Cullman Savings Bank, MHC and Cullman Bancorp, Inc., a Federal Corporation
Exhibit B	Form of Merger Agreement between Cullman Bancorp, Inc., a Federal Corporation, and Cullman Bancorp, Inc., a Maryland Corporation

(ii)

PLAN OF CONVERSION AND REORGANIZATION

OF

CULLMAN SAVINGS BANK, MHC

1. INTRODUCTION

This Plan of Conversion and Reorganization (the “Plan”) provides for the conversion and reorganization of Cullman Savings Bank, MHC, a federally-chartered mutual holding company (the “Mutual Holding Company”), from the mutual to the capital stock form of organization (the “Conversion”). Currently, the Mutual Holding Company owns a majority of the outstanding shares of common stock of Cullman Bancorp, Inc., a federally-chartered stock corporation (the “Mid-Tier Holding Company”), and the Mid-Tier Holding Company owns 100% of the outstanding shares of common stock of Cullman Savings Bank (the “Bank”), a federally-chartered stock savings bank. As part of the Conversion, (i) a new stock holding company (the “Holding Company”) will be established to succeed to all of the rights and obligations of the Mutual Holding Company and the Mid-Tier Holding Company, and (ii) the Holding Company will issue shares of Holding Company Common Stock in the Offering and the Exchange Offering. The Subscription Shares will be offered for sale in the Offering upon the terms and conditions set forth in this Plan. The subscription rights granted to Participants in the Subscription Offering are set forth in Sections 8 through 11 of this Plan. All sales of Subscription Shares in the Community Offering, in the Syndicated Community Offering or in the Firm Commitment Underwritten Offering, or in any other manner permitted by the Bank Regulators, will be at the sole discretion of the Boards of Directors of the Bank and the Holding Company. As part of the Conversion, in the Exchange Offering each Minority Stockholder will receive Exchange Shares in exchange for its Minority Shares. The Conversion will have no impact on depositors, borrowers or other customers of the Bank. After the Conversion, the Bank’s insured deposits will continue to be insured by the FDIC to the extent provided by applicable law. The purpose of the Conversion and the Offering is to convert the Mutual Holding Company to the capital stock form of organization, which will provide the Bank and the Holding Company with additional capital to grow and respond to changing regulatory and market conditions. The Conversion and the Offering will also provide the Bank and the Holding Company with greater flexibility to undertake corporate transactions, including mergers and acquisitions and branch expansion.

In furtherance of the Bank’s commitment to its community, this Plan contemplates that a contribution of Holding Company Common Stock and/or cash, subject to regulatory limitations, will be made to the Foundation. The further funding of the Foundation is intended to continue to enhance the Bank’s existing community reinvestment activities in a manner that will allow the Bank’s local communities to share in the growth and profitability of the Holding Company and the Bank over the long term.

This Plan has been unanimously adopted by the Boards of Directors of the Mutual Holding Company, the Mid-Tier Holding Company and the Bank. This Plan also must be approved by at least: (i) a majority of the total votes eligible to be cast by Voting Members at the Members Meeting; (ii) two-thirds of the total votes eligible to be cast by Stockholders at the Stockholders Meeting; and (iii) a majority of the total votes eligible to be cast by Minority Stockholders at the Stockholders Meeting. Approval of this Plan by the Voting Members and by

the Stockholders shall constitute approval of each of the constituent transactions necessary to implement this Plan, including the MHC Merger and the Mid-Tier Merger. The Federal Reserve must approve this Plan before it is presented to Voting Members and Stockholders for their approval.

2. DEFINITIONS

For the purposes of this Plan, the following terms have the following meanings:

Account Holder – Any Person holding a Deposit Account in the Bank.

Acting in Concert – The term Acting in Concert means: (i) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement; or (ii) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. A person or company which acts in concert with another person or company (“other party”) shall also be deemed to be acting in concert with any person or company who is also acting in concert with that other party, except that any Tax-Qualified Employee Stock Benefit Plan will not be deemed to be acting in concert with its trustee or a person who serves in a similar capacity solely for the purpose of determining whether stock held by the trustee and stock held by such plan will be aggregated.

Affiliate – Any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with another Person.

Appraised Value Range – The range of the estimated consolidated pro forma market value of the Holding Company, which shall also be equal to the estimated pro forma market value of the total number of shares of Conversion Stock to be issued in the Offering and the Exchange Offering, as determined by the Independent Appraiser before the Subscription Offering and as it may be amended from time to time thereafter. The maximum and minimum of the Appraised Value Range may vary as much as 15% above and 15% below, respectively, the midpoint of the Appraised Value Range.

Articles of Combination – The Articles of Combination filed with the Federal Reserve, and any similar documents filed with other Bank Regulators, in connection with the consummation of any merger relating to the Conversion.

Articles of Merger – The Articles of Merger filed with the Maryland Department, and any similar documents filed in connection with the consummation of any merger relating to the Conversion.

Associate – The term Associate when used to indicate a relationship with any Person, means (i) any corporation or organization (other than the Mutual Holding Company, the Mid-Tier Holding Company, the Bank or a majority-owned subsidiary of the Mutual Holding Company, the Mid-Tier Holding Company or the Bank) if the person is a senior officer or partner or beneficially owns, directly or indirectly, 10% or more of any class of equity securities of the corporation or organization, (ii) any trust or other estate, if the person has a substantial

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beneficial interest in the trust or estate or is a trustee or fiduciary of the trust or estate except that for the purposes of this Plan relating to subscriptions in the Offering and the sale of Subscription Shares, a person who has a substantial beneficial interest in any Non-Tax-Qualified Employee Stock Benefit Plan or any Tax-Qualified Employee Stock Benefit Plan, or who is a trustee or fiduciary of such plan, is not an Associate of such plan, and except that, for purposes of aggregating total shares that may be held by Officers and Directors, the term “Associate” does not include any Tax-Qualified Employee Stock Benefit Plan, and (iii) any person who is related by blood or marriage to such person and (A) who lives in the same home as such person or (B) who is a Director or Officer of the Mutual Holding Company, the Mid-Tier Holding Company, the Bank or the Holding Company, or any of their parents or subsidiaries.

Bank – Cullman Savings Bank, a federally-chartered stock savings bank.

Bank Liquidation Account – The account established by the Bank representing the liquidation interests received by Eligible Account Holders and Supplemental Eligible Account Holders in connection with the Conversion.

Bank Regulators – The Federal Reserve and other bank regulatory agencies, if any, responsible for reviewing and approving the Conversion, including the ownership of the Bank by the Holding Company and the MHC Merger and the Mid-Tier Merger.

Code – The Internal Revenue Code of 1986, as amended.

Community – Cullman County, Alabama.

Community Offering – The direct offering by the Holding Company of Subscription Shares not subscribed for in the Subscription Offering for sale to certain members of the general public. The Community Offering may occur concurrently with the Subscription Offering or any Syndicated Community Offering or both, or upon conclusion of the Subscription Offering.

Control – (including the terms “controlling,” “controlled by,” and “under common control with”) means the direct or indirect power to direct or exercise a controlling influence over the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise as described in 12 C.F.R. Part 238.

Conversion – The conversion and reorganization of the Mutual Holding Company to stock form pursuant to this Plan, and all steps incident or necessary thereto including the Offering and the Exchange Offering.

Conversion Stock – The Subscription Shares, the Exchange Shares and the Foundation Shares.

Deposit Account – Any withdrawable account, including, without limitation, savings, time, demand, NOW accounts, money market, certificate and passbook accounts.

Director – A member of the Board of Directors of the Bank, the Mid-Tier Holding Company, the Holding Company or the Mutual Holding Company, as appropriate in the context.

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Eligible Account Holder – Any Person holding a Qualifying Deposit as of the close of business on the Eligibility Record Date for purposes of determining subscription rights and establishing subaccount balances in the Liquidation Account and the Bank Liquidation Account.

Eligibility Record Date – The date for determining Eligible Account Holders of the Bank, which is January 31, 2020.

Employee Plans – Any one or more Tax-Qualified Employee Stock Benefit Plans of the Bank or its subsidiaries or the Holding Company, including the ESOP and the 401(k) Plan.

Employees – All Persons employed by the Bank, the Mid-Tier Holding Company, the Holding Company or the Mutual Holding Company.

ESOP – The Bank’s Employee Stock Ownership Plan, and related trust.

Exchange Offering – The offering of Exchange Shares to Minority Stockholders in exchange for Minority Shares.

Exchange Ratio – The ratio at which a Minority Share is exchanged for an Exchange Share upon consummation of the Conversion. The Exchange Ratio (which shall be rounded to at least four decimal places) shall be determined such that as of the closing of the Conversion the ratio will result in the Minority Stockholders owning in the aggregate the same percentage of the outstanding shares of Holding Company Common Stock immediately upon completion of the Conversion as the percentage of Mid-Tier Holding Company common stock owned by the Minority Stockholders in the aggregate immediately before the consummation of the Conversion before giving effect to (a) cash paid in lieu of any fractional Exchange Shares and (b) any Subscription Shares purchased by Minority Stockholders in the Offering; provided that the Exchange Ratio will be adjusted to reflect assets held by the Mutual Holding Company (other than shares of stock of the Mid-Tier Holding Company).

Exchange Shares – The shares of Holding Company Common Stock issued to Minority Stockholders in the Exchange Offering.

FDIC – The Federal Deposit Insurance Corporation.

Federal Reserve – The Board of Governors of the Federal Reserve System and/or the Federal Reserve Bank of Atlanta.

Firm Commitment Underwritten Offering – The offering, at the sole discretion of the Holding Company, of Subscription Shares not subscribed for in the Subscription Offering and any Community Offering, to members of the general public through one or more underwriters. A Firm Commitment Underwritten Offering may occur following the Subscription Offering and any Community Offering.

Foundation – Cullman Savings Bank Foundation (or any new charitable foundation intended to qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended) that will receive Holding Company Common Stock and/or cash in connection with the Offering.

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Foundation Shares – Shares of Holding Company Common Stock issued to the Foundation in connection with the Offering.

Holding Company – The corporation formed under the laws of the State of Maryland, or the laws of another state of the United States, to acquire all the shares of capital common stock of the Bank in connection with the Conversion.

Holding Company Common Stock – The common stock, par value $0.01 per share, of the Holding Company. Shares of Holding Company Common Stock will be issued in the Offering and Exchange Offering.

Independent Appraiser – The appraiser retained by the Mutual Holding Company, Mid-Tier Holding Company and the Bank to prepare an appraisal of the pro forma market value of the Holding Company.

Liquidation Account – The account established by the Holding Company representing the liquidation interests received by Eligible Account Holders and Supplemental Eligible Account Holders in connection with the Conversion in exchange for their interests in the Mutual Holding Company immediately before the Conversion.

Majority Ownership Interest – A fraction, the numerator of which is the number of shares of Mid-Tier Holding Company common stock owned by the Mutual Holding Company immediately before the completion of the Conversion, and the denominator of which is the total number of shares of Mid-Tier Holding Company common stock issued and outstanding immediately before the completion of the Conversion.

Maryland Department – The Maryland State Department of Assessments and Taxation.

Member – Any Person who qualifies as a member of the Mutual Holding Company pursuant to its amended and restated charter.

Members Meeting – The special meeting of Voting Members, and any adjournments thereof, held to consider and vote upon this Plan.

Member Voting Record Date – The date fixed by the Directors for determining eligibility to vote at the Members Meeting.

MHC Merger – The merger of the Mutual Holding Company with and into the Mid-Tier Holding Company, with the Mid-Tier Holding Company as the surviving entity. The MHC Merger shall occur immediately before the completion of the Conversion, as set forth in this Plan.

Mid-Tier Holding Company – Cullman Bancorp, Inc., the federally-chartered corporation that owns 100% of the outstanding shares of common stock of the Bank, and any successor thereto.

Mid-Tier Merger – The merger of the Mid-Tier Holding Company with and into the Holding Company, with the Holding Company as the resulting entity. The Mid-Tier Merger

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shall occur immediately following the MHC Merger and before the completion of the Conversion, as set forth in this Plan.

Minority Shares – All outstanding shares of common stock of the Mid-Tier Holding Company and shares of common stock of the Mid-Tier Holding Company issuable upon the exercise of options or the grant of stock awards, owned by persons other than the Mutual Holding Company.

Minority Stockholder – Any owner of Minority Shares.

Mutual Holding Company – Cullman Savings Bank, MHC, the federally-chartered mutual holding company of the Mid-Tier Holding Company and the Bank and that owns a majority of the outstanding shares of common stock of the Mid-Tier Holding Company.

Offering – The offering and issuance, pursuant to this Plan, of shares of Holding Company Common Stock in a Subscription Offering, Community Offering and/or Syndicated Community Offering or Firm Commitment Underwritten Offering, as the case may be. The term “Offering” does not include the Exchange Offering.

Offering Range – The range of the number of Subscription Shares offered for sale in the Offering multiplied by the Subscription Price. The Offering Range shall be equal to the Appraised Value Range multiplied by the Majority Ownership Interest (as adjusted to reflect assets held by the Mutual Holding Company (other than shares of common stock of the Mid-Tier Holding Company)). The maximum and minimum of the Offering Range may vary as much as 15% above and 15% below, respectively, the midpoint of the Offering Range.

Officer – The term Officer means, with respect to Mutual Holding Company, the Mid-Tier Holding Company, the Holding Company or the Bank, the chairman of the board, president, any vice president, treasurer, secretary, or comptroller, or any other person who participates in its major policy decisions.

Order Form – Any form (together with any cover letter and acknowledgments) sent to any Participant or Person containing among other things a description of the alternatives available to such Participant or Person under this Plan and by which any such Participant or Person may make elections regarding subscriptions for Subscription Shares.

Other Member – Any Person holding a Deposit Account at the close of business on the Member Voting Record Date (other than an Eligible Account Holder or a Supplemental Eligible Account Holder), and any borrower from the Bank who qualifies as a Voting Member.

Participant – Any Eligible Account Holder, Employee Plan, Supplemental Eligible Account Holder or Other Member.

Person – An individual, a corporation, a partnership, an association, a joint-stock company, a limited liability company, a trust, an unincorporated organization, or a government or political subdivision of a government.

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Plan – This Plan of Conversion and Reorganization of the Mutual Holding Company as it exists on the date hereof and as it may hereafter be amended in accordance with its terms.

Prospectus – The one or more documents used in offering the Conversion Stock.

Qualifying Deposit – The aggregate balance of all Deposit Accounts in the Bank or in another entity, described below, of (i) an Eligible Account Holder at the close of business on the Eligibility Record Date, provided such aggregate balance is not less than $50.00, or (ii) a Supplemental Eligible Account Holder at the close of business on the Supplemental Eligibility Record Date, provided such aggregate balance is not less than $50.00. The term “Qualifying Deposit” shall also include the aggregate balance of all Deposit Accounts of not less than $50.00 held by Persons at the close of business on the Eligibility Record Date or Supplemental Eligibility Record Date in any entity merged with the Bank, the Mid-Tier Holding Company or the Mutual Holding Company prior to the closing of the Conversion, which merger would result in such Persons having the subscription rights of an Eligible Account Holder or Supplemental Eligible Account Holder under applicable rules of the Bank Regulators.

Resident – Any Person who occupies a dwelling within the Community, has a present intent to remain within the Community for a period of time, and manifests the genuineness of that intent by establishing an ongoing physical presence within the Community together with an indication that such presence within the Community is something other than merely transitory. To the extent the Person is a corporation or other business entity, to be a Resident the principal place of business or headquarters of the corporation or business entity must be in the Community. To the extent a Person is a personal benefit plan, the circumstances of the beneficiary shall apply with respect to this definition. In the case of all other benefit plans, circumstances of the trustee shall be examined for purposes of this definition. The Mutual Holding Company and the Bank may utilize deposit or loan records or such other evidence provided to it to determine whether a Person is a Resident. In all cases, however, such a determination shall be in the sole discretion of the Mutual Holding Company and the Bank. A Person must be a “Resident” for purposes of determining whether such person “resides” in the Community, as such term is used in this Plan.

SEC – The United States Securities and Exchange Commission.

Stockholder – Any owner of outstanding common stock of the Mid-Tier Holding Company, including the Mutual Holding Company.

Stockholders Meeting – The special or annual meeting of Stockholders, and any adjournments thereof, held to consider and vote upon this Plan.

Stockholder Voting Record Date – The date fixed by the Directors of the Mid-Tier Holding Company for determining eligibility to vote at the Stockholders Meeting.

Subscription Offering – The offering of Subscription Shares to Participants.

Subscription Price – The price per Subscription Share to be paid by Participants and others in the Offering. The Subscription Price will be $10.00, unless otherwise determined by

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the Board of Directors of the Holding Company, and it will be fixed before the commencement of the Subscription Offering.

Subscription Shares – Shares of Holding Company Common Stock offered for sale in the Offering. Subscription Shares include Foundation Shares, as appropriate in the context. Subscription Shares do not include Exchange Shares.

Supplemental Eligible Account Holder – Any Person (other than Directors and Officers of the Mutual Holding Company, the Bank and/or the Mid-Tier Holding Company and their Associates) holding a Qualifying Deposit at the close of business on the Supplemental Eligibility Record Date and who is not an Eligible Account Holder.

Supplemental Eligibility Record Date – The date for determining Supplemental Eligible Account Holders, which shall be the last day of the calendar quarter preceding Federal Reserve approval of the application for conversion. The Supplemental Eligibility Record Date will be used only if the Federal Reserve has not approved the Conversion within 15 months after the Eligibility Record Date.

Syndicated Community Offering – The offering, at the sole discretion of the Holding Company, of Subscription Shares not subscribed for in the Subscription Offering and the Community Offering, to members of the general public through a syndicate of broker-dealers. The Syndicated Community Offering may occur concurrently with, at any time during or after the Subscription Offering and any Community Offering.

Tax-Qualified Employee Stock Benefit Plan – Any defined benefit plan or defined contribution plan, such as an employee stock ownership plan, stock bonus plan, profit-sharing plan or other plan, which, with its related trust, meets the requirements to be “qualified” under Code Section 401. A “Non-Tax-Qualified Employee Stock Benefit Plan” is any defined benefit plan or defined contribution plan which is not so qualified.

Voting Member – Any Member who at the close of business on the Member Voting Record Date is entitled to vote as a Member.

3. PROCEDURES FOR CONVERSION

A. After adoption of this Plan by the Boards of Directors of the Bank, the Mid-Tier Holding Company and the Mutual Holding Company, this Plan, together with all other requisite material, shall be submitted to the Bank Regulators for approval. Notice of the adoption of this Plan by the Boards of Directors of the Bank, the Mutual Holding Company and the Mid-Tier Holding Company will be published in a newspaper having general circulation in each community in which an office of the Bank is located, and copies of this Plan will be made available at each office of the Bank for inspection by Members. The Mutual Holding Company will publish a notice of the filing with the Bank Regulators of an application to convert in accordance with the provisions of this Plan as well as notices required in connection with any holding company application, merger application or other application required to complete the Conversion.

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B. Promptly following approval by the Bank Regulators, this Plan will be submitted to: (i) a vote of the Voting Members at the Members Meeting and (ii) a vote of the Stockholders at the Stockholders Meeting. The Mutual Holding Company will mail to all Voting Members, at their last known address appearing on the records of the Bank as of the Member Voting Record Date, a proxy statement describing this Plan. The Mid-Tier Holding Company will mail to all Stockholders as of the Stockholder Voting Record Date a proxy statement describing this Plan. The Holding Company also will mail to all Participants a Prospectus and Order Form for the purchase of Subscription Shares. In addition, all Participants will receive, or will be given the opportunity to request by either telephone or by letter addressed to the Bank’s Secretary, a copy of this Plan as well as the articles of incorporation and bylaws of the Holding Company. This Plan must be approved by at least: (i) a majority of the total votes eligible to be cast by Voting Members at the Members Meeting; (ii) two-thirds of the total votes eligible to be cast by Stockholders at the Stockholders Meeting; and (iii) a majority of the total votes eligible to be cast by Minority Stockholders at the Stockholders Meeting. Upon such approval of this Plan, the Mutual Holding Company, the Mid-Tier Holding Company, the Holding Company and the Bank will take all other necessary steps pursuant to applicable laws and regulations to consummate the Conversion. The Conversion must be completed within twenty-four (24) months of the approval of this Plan by Voting Members.

C. The period for the Subscription Offering will be not less than twenty (20) days nor more than forty-five (45) days from the date Participants are first mailed a Prospectus and Order Form, unless extended. Any Subscription Shares for which subscriptions have not been received in the Subscription Offering may be issued in a Community Offering and/or a Syndicated Community Offering or a Firm Commitment Underwritten Offering, or in any other manner permitted by the Bank Regulators. All sales of Subscription Shares must be completed within forty-five (45) days after the last day of the Subscription Offering, unless the offering period is extended by the Mutual Holding Company and the Holding Company with the approval of the Bank Regulators.

D. The Conversion will be effected as follows, or in any other manner that is consistent with the purposes of this Plan and applicable laws and regulations. The choice of which method to effect the Conversion will be made by the Boards of Directors of the Mutual Holding Company, the Mid-Tier Holding Company and the Bank no later than immediately before the closing of the Conversion. Each of the steps set forth below shall be deemed to occur in such order as is necessary to consummate the Conversion pursuant to this Plan, the intent of the Boards of Directors of the Mutual Holding Company, the Mid-Tier Holding Company and the Bank, and applicable federal and state regulations and policy. Approval of this Plan by Voting Members and Stockholders also shall constitute approval of each of the transactions necessary to implement this Plan.

(1) The Holding Company will be organized as a first-tier stock subsidiary of the Mid-Tier Holding Company.

(2) The Mutual Holding Company will merge with the Mid-Tier Holding Company, with the Mid-Tier Holding Company as the surviving entity, pursuant to the Agreement of Merger attached hereto as Exhibit A, whereby the shares of Mid-Tier Holding Company common stock held by the Mutual Holding Company will

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be canceled and Members will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the Mutual Holding Company.

(3) Immediately after the MHC Merger, the Mid-Tier Holding Company will merge with the Holding Company, with the Holding Company as the surviving entity, pursuant to the Agreement of Merger attached hereto as Exhibit B, whereby the Bank will become the wholly-owned subsidiary of the Holding Company. As part of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by Members as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for interests in the Liquidation Account, and each Minority Share shall automatically, without further action on the part of the holder thereof, be converted into and become the right to receive an Exchange Share based upon the Exchange Ratio.

(4) Immediately after the Mid-Tier Merger, the Holding Company will sell the Subscription Shares in the Offering.

(5) The Holding Company will contribute at least 50% of the net proceeds of the Offering to the Bank in constructive exchange for additional shares of common stock of the Bank and in exchange for the Bank Liquidation Account.

E. As part of the Conversion, the Minority Shares outstanding immediately before the consummation of the Conversion shall automatically, without further action on the part of the holders thereof, be converted into and become the right to receive Exchange Shares based upon the Exchange Ratio. The basis for exchange of Minority Shares for Exchange Shares shall be fair and reasonable. Options to purchase shares of Mid-Tier Holding Company common stock that are outstanding immediately before the consummation of the Conversion shall be converted into options to purchase shares of Holding Company Common Stock, with the number of shares subject to the option and the exercise price per share to be adjusted based upon the Exchange Ratio so that the aggregate exercise price of the option remains unchanged, and with the duration of the option remaining unchanged.

F. The Holding Company shall register the Conversion Stock with the SEC and any appropriate state securities authorities. In addition, the Mid-Tier Holding Company shall prepare preliminary proxy materials as well as other applications and information for review by the SEC in connection with the solicitation of Stockholder approval of this Plan.

G. All assets, rights, interests, privileges, powers, franchises and property (real, personal and mixed) of the Mid-Tier Holding Company and the Mutual Holding Company shall be automatically transferred to and vested in the Holding Company by virtue of the Conversion without any deed or other document of transfer. The Holding Company, without any order or action on the part of any court or otherwise and without any documents of assumption or assignment, shall hold and enjoy all of the properties, franchises and interests, including appointments, powers, designations, nominations and all other rights and interests as the agent or other fiduciary in the same manner and to the same extent as such rights, franchises, and interests

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and powers were held or enjoyed by the Mid-Tier Holding Company and the Mutual Holding Company. The Holding Company shall be responsible for all of the liabilities, restrictions and duties of every kind and description of the Mid-Tier Holding Company and the Mutual Holding Company immediately before the consummation of the Conversion, including liabilities for all debts, obligations and contracts of the Mid-Tier Holding Company and the Mutual Holding Company, matured or unmatured, whether accrued, absolute, contingent or otherwise and whether or not reflected or reserved against on balance sheets, books of accounts or records of the Mid-Tier Holding Company and the Mutual Holding Company.

H. The home office and branch offices of the Bank shall be unaffected by the Conversion. The executive offices of the Holding Company shall be located at the current executive offices of the Mutual Holding Company and Mid-Tier Holding Company.

4. HOLDING COMPANY APPLICATIONS AND APPROVALS

The Boards of Directors of the Mutual Holding Company, the Mid-Tier Holding Company, the Holding Company and the Bank will take all necessary steps to convert the Mutual Holding Company to stock form, form the Holding Company and complete the Offering. The Mutual Holding Company, Mid-Tier Holding Company, Bank and Holding Company shall make timely applications to the Bank Regulators and filings with the SEC for any requisite regulatory approvals to complete the Conversion.

5. SALE OF SUBSCRIPTION SHARES

The Subscription Shares will be offered for sale in the Subscription Offering to the Participants in the respective priorities set forth in this Plan. The Subscription Offering may begin as early as the mailing of the proxy statement for the Members Meeting. The Holding Company Common Stock will not be insured by the FDIC. The Bank will not extend credit to any Person to purchase shares of Holding Company Common Stock.

Any Subscription Shares for which subscriptions have not been received in the Subscription Offering may be issued in the Community Offering, subject to the terms and conditions of this Plan. The Community Offering, if any, will involve an offering of unsubscribed Subscription Shares directly to the general public with a first preference given to natural persons and trusts of natural persons residing in the Community. The Community Offering may begin concurrently with, or at any time during or after the Subscription Offering. The offer for sale of Subscription Shares before the Members Meeting, however, is subject to the approval of this Plan by the Voting Members and by the Stockholders, including Minority Stockholders.

If feasible, any Subscription Shares remaining unsold after the Subscription Offering and any Community Offering may be offered for sale in a Syndicated Community Offering or a Firm Commitment Underwritten Offering, or in any manner approved by the Bank Regulators that will achieve a widespread distribution of the Subscription Shares. The issuance of Subscription Shares in the Subscription Offering and any Community Offering will be consummated simultaneously on the date the sale of Subscription Shares is consummated in any Syndicated

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Community Offering or Firm Commitment Underwritten Offering, and only if the required minimum number of Subscription Shares will be issued.

6. PURCHASE PRICE AND NUMBER OF SUBSCRIPTION SHARES

The total number of shares of Conversion Stock to be offered in the Conversion will be determined jointly by the Boards of Directors of the Mutual Holding Company, the Mid-Tier Holding Company and the Holding Company immediately before the commencement of the Subscription Offering, and will be based on the Appraised Value Range and the Subscription Price. The Offering Range will be equal to the Appraised Value Range multiplied by the Majority Ownership Interest (as adjusted to reflect assets held by the Mutual Holding Company (other than shares of stock of the Mid-Tier Holding Company)). The estimated pro forma consolidated market value of the Holding Company will be subject to adjustment within the Appraised Value Range if necessitated by market or financial conditions, with the receipt of any required approvals of the Bank Regulators, and the maximum of the Appraised Value Range may be increased by up to 15% after the commencement of the Subscription Offering to reflect changes in market and financial conditions or demand for the shares. The number of shares of Conversion Stock issued in the Conversion will be equal to the estimated pro forma consolidated market value of the Holding Company, as may be amended, divided by the Subscription Price, and the number of Subscription Shares issued in the Offering will be equal to the product of (i) the estimated pro forma consolidated market value of the Holding Company, as may be amended, divided by the Subscription Price, and (ii) the Majority Ownership Interest (as adjusted to reflect assets held by the Mutual Holding Company (other than shares of common stock of the Mid-Tier Holding Company)).

If the product of the Subscription Price multiplied by the number of shares of Conversion Stock to be issued in the Conversion is below the minimum of the Appraised Value Range, or materially above the maximum of the Appraised Value Range, a resolicitation of purchasers may be required, provided that up to a 15% increase above the maximum of the Appraised Value Range will not be deemed material so as to require a resolicitation. Any resolicitation shall be effected in such manner and within such time as the Mutual Holding Company, the Mid-Tier Holding Company and the Holding Company shall establish, provided that all required regulatory approvals have been obtained.

Notwithstanding the foregoing, shares of Conversion Stock will not be issued unless, before the consummation of the Conversion, the Independent Appraiser confirms to the Bank, the Mutual Holding Company, the Holding Company, the Mid-Tier Holding Company and the Bank Regulators, that, to the best knowledge of the Independent Appraiser, nothing of a material nature has occurred which, taking into account all relevant factors, would cause the Independent Appraiser to conclude that the number of shares of Conversion Stock issued in the Conversion multiplied by the Subscription Price is incompatible with its estimate of the aggregate consolidated pro forma market value of the Holding Company. If such confirmation is not received, the Holding Company may cancel the Offering and the Exchange Offering, extend the Offering and establish a new Subscription Price and/or Appraised Value Range, hold a new Offering and Exchange Offering after canceling the Offering and the Exchange Offering, or take such other action as the Bank Regulators may permit.

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The Holding Company Common Stock to be issued in the Conversion shall be fully paid and nonassessable.

7. RETENTION OF CONVERSION PROCEEDS BY THE HOLDING COMPANY

The Holding Company may retain up to 50% of the net proceeds of the Offering. The Holding Company believes that the Offering proceeds will provide economic strength to the Holding Company and the Bank for the future in a highly competitive and regulated financial services environment, and would support the growth in the operations of the Holding Company and the Bank through increased lending, acquisitions of financial service organizations, continued diversification into other related businesses and other business and investment activities, including the possible payment of dividends and possible repurchases of the Holding Company Common Stock as permitted by applicable state law and by applicable federal regulations and policy.

8. SUBSCRIPTION RIGHTS OF ELIGIBLE ACCOUNT HOLDERS (FIRST PRIORITY)

A. Each Eligible Account Holder shall have nontransferable subscription rights to subscribe for in the Subscription Offering up to the greater of $250,000 of Subscription Shares, 0.10% of the total number of Subscription Shares issued in the Offering, or fifteen times the product (rounded down to the next whole number) obtained by multiplying the number of Subscription Shares offered in the Offering by a fraction of which the numerator is the amount of the Eligible Account Holder’s Qualifying Deposit and the denominator is the total amount of Qualifying Deposits of all Eligible Account Holders, in each case on the Eligibility Record Date, subject to the purchase limitations specified in Section 14.

B. If Eligible Account Holders exercise subscription rights for a number of Subscription Shares in excess of the total number of such shares eligible for subscription, the Subscription Shares shall be allocated among the subscribing Eligible Account Holders so as to permit each subscribing Eligible Account Holder to purchase a number of shares sufficient to make his or her total allocation of Subscription Shares equal to the lesser of one hundred (100) shares or the number of shares for which such Eligible Account Holder has subscribed. Any remaining shares will be allocated among the subscribing Eligible Account Holders whose subscriptions remain unsatisfied in the proportion that the amount of the Qualifying Deposit of each Eligible Account Holder whose subscription remains unsatisfied bears to the total amount of the Qualifying Deposits of all Eligible Account Holders whose subscriptions remain unsatisfied. If the amount so allocated exceeds the amount subscribed for by any one or more Eligible Account Holders, the excess shall be reallocated (one or more times as necessary) among those Eligible Account Holders whose subscriptions are still not fully satisfied on the same principle until all available shares have been allocated.

C. Subscription rights as Eligible Account Holders received by Directors and Officers and their Associates that are based on deposits made by such persons during the twelve (12) months preceding the Eligibility Record Date shall be subordinated to the subscription rights of all other Eligible Account Holders, except as permitted by the Bank Regulators.

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9. SUBSCRIPTION RIGHTS OF EMPLOYEE PLANS (SECOND PRIORITY)

The Employee Plans shall have subscription rights to purchase in the aggregate up to 10% of the Subscription Shares issued in the Offering and contributed to the Foundation, including any Subscription Shares to be issued as a result of an increase in the maximum of the Offering Range after commencement of the Subscription Offering and before the completion of the Conversion. Consistent with applicable laws and regulations and practices and policies, the Employee Plans may use funds contributed by the Holding Company or the Bank and/or borrowed from an independent financial institution or from the Holding Company to exercise such subscription rights, and the Holding Company and the Bank may make scheduled discretionary contributions thereto, provided that such contributions do not cause the Holding Company or the Bank to fail to meet any applicable regulatory capital requirements. The Employee Plans shall not be deemed to be Associates or Affiliates of or Persons Acting in Concert with any Director or Officer of the Holding Company or the Bank. Alternatively, if permitted by the Bank Regulators, the Employee Plans may purchase all or a portion of such shares in the open market after the completion of the Conversion.

10. SUBSCRIPTION RIGHTS OF SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS (THIRD PRIORITY)

A. Each Supplemental Eligible Account Holder shall have nontransferable subscription rights to subscribe for in the Subscription Offering up to the greater of $250,000 of Subscription Shares, 0.10% of the total number of Subscription Shares issued in the Offering, or fifteen times the product (rounded down to the next whole number) obtained by multiplying the number of Subscription Shares offered in the Offering by a fraction of which the numerator is the amount of the Supplemental Eligible Account Holder’s Qualifying Deposit and the denominator is the total amount of Qualifying Deposits of all Supplemental Eligible Account Holders, in each case on the Supplemental Eligibility Record Date, subject to the availability of sufficient shares after filling in full all subscription orders of Eligible Account Holders and Employee Plans and subject to the purchase limitations specified in Section 14.

B. If Supplemental Eligible Account Holders exercise subscription rights for a number of Subscription Shares in excess of the total number of such shares eligible for subscription following subscriptions by Eligible Account Holders and Employee Plans, Subscription Shares shall be allocated among the subscribing Supplemental Eligible Account Holders so as to permit each subscribing Supplemental Eligible Account Holder, to the extent possible, to purchase a number of shares sufficient to make his or her total allocation of Subscription Shares equal to the lesser of one hundred (100) shares or the number of shares for which such Supplemental Eligible Account Holder has subscribed. Any remaining shares will be allocated among the subscribing Supplemental Eligible Account Holders whose subscriptions remain unsatisfied in the proportion that the amount of the Qualifying Deposit of such Supplemental Eligible Account Holder whose subscription remains unsatisfied bears to the total amount of the Qualifying Deposits of all Supplemental Eligible Account Holders whose subscriptions remain unsatisfied. If the amount so allocated exceeds the amount subscribed for by any one or more Supplemental Eligible Account Holders, the excess shall be reallocated (one or more times as necessary) among those Supplemental Eligible Account Holders whose

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subscriptions are still not fully satisfied on the same principle until all available shares have been allocated.

11. SUBSCRIPTION RIGHTS OF OTHER MEMBERS (FOURTH PRIORITY)

A. Each Other Member shall have nontransferable subscription rights to subscribe for in the Subscription Offering up to the greater of $250,000 of Subscription Shares or 0.10% of the total number of shares of Subscription Shares issued in the Offering, subject to the availability of sufficient shares after filling in full all subscription orders of Eligible Account Holders, Employee Plans and Supplemental Eligible Account Holders and subject to the purchase limitations specified in Section 14.

B. If Other Members exercise subscription rights for a number of Subscription Shares in excess of the total number of such shares available for subscription following subscriptions by Eligible Account Holders, Employee Plans and Supplemental Eligible Account Holders, Subscription Shares will be allocated among Other Members so as to permit each such subscribing Other Member, to the extent possible, to purchase a number of shares sufficient to make his or her total allocation of Subscription Shares equal to the lesser of one hundred (100) shares or the number of shares for which each such Other Member has subscribed. Any remaining shares will be allocated among the subscribing Other Members whose subscriptions remain unsatisfied in the proportion that the amount of the subscription of each such Other Member bears to the total amount of the subscriptions of all Other Members whose subscriptions remain unsatisfied.

12. COMMUNITY OFFERING

If subscriptions are not received for all Subscription Shares offered for sale in the Subscription Offering, shares for which subscriptions have not been received may be offered for sale in the Community Offering through a direct community marketing program which may use a broker, dealer, consultant or investment banking firm experienced and expert in the sale of securities of savings institutions and/or their holding companies. Such entities may be compensated on a fixed fee basis or on a commission basis, or a combination thereof. If orders for Subscription Shares in the Community Offering exceed the number of shares available for sale, shares shall be allocated (to the extent shares remain available) first to cover orders of natural persons (including trusts of natural persons) residing in the Community, and thereafter to cover orders of other members of the general public. If orders for Subscription Shares exceed the number of shares available for sale in a category pursuant to the purchase priorities described above, shares will be allocated within the category so that each member of that category will receive the lesser of one hundred (100) shares or the amount ordered, and thereafter remaining shares will be allocated on an equal number of shares basis per order. In connection with the allocation, orders received for Subscription Shares in the Community Offering will first be filled up to a maximum of two percent (2%) of the shares sold in the Offering, and thereafter any remaining shares will be allocated on an equal number of shares basis per order. The Mutual Holding Company and the Holding Company shall use their best efforts consistent with this Plan to distribute Subscription Shares sold in the Community Offering in such a manner as to promote the widest distribution practicable of such shares. The Holding Company reserves the right to reject any or all orders, in whole or in part, that are received in the Community Offering. Any

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Person may purchase up to $250,000 of Subscription Shares in the Community Offering, subject to the purchase limitations specified in Section 14.

13. SYNDICATED COMMUNITY OFFERING OR FIRM COMMITMENT UNDERWRITTEN OFFERING

If feasible, the Board of Directors may determine to offer Subscription Shares not sold in the Subscription Offering or the Community Offering, if any, for sale in a Syndicated Community Offering using a broker, dealer, consultant or investment banking firm experienced and expert in the sale of securities of savings institutions and/or their holding companies. Such entities may be compensated on a fixed fee basis or on a commission basis, or a combination thereof. The Syndicated Community Offering shall be subject to such terms, conditions and procedures as may be determined by the Mutual Holding Company and the Holding Company, in a manner that will achieve the widest distribution of Subscription Shares, subject to the right of the Holding Company to accept or reject in whole or in part any orders received in the Syndicated Community Offering. In the Syndicated Community Offering, any Person may purchase up to $250,000 of Subscription Shares, subject to the purchase limitations specified in Section 14. In addition, unless otherwise approved or permitted by the Federal Reserve, orders received for Subscription Shares in the Syndicated Community Offering will first be filled up to a maximum of two percent (2%) of the shares sold in the Offering, and thereafter any remaining shares will be allocated on an equal number of shares basis per order. Provided that the Subscription Offering has begun, the Holding Company may begin the Syndicated Community Offering at any time. The Holding Company reserves the right to reject any or all orders, in whole or in part, that are received in the Syndicated Community Offering.

Alternatively, if feasible, the Board of Directors may determine to offer Subscription Shares not sold in the Subscription Offering or any Community Offering for sale in a Firm Commitment Underwritten Offering subject to such terms, conditions and procedures as may be determined by the Mutual Holding Company and the Holding Company, subject to the right of the Holding Company to accept or reject in whole or in part any orders in the Firm Commitment Underwritten Offering. In the Firm Commitment Underwritten Offering, any Person may purchase up to $250,000 of Subscription Shares, subject to the purchase limitations specified in Section 14. In addition, unless otherwise approved or permitted by the Federal Reserve, orders received for Subscription Shares in the Firm Commitment Underwritten Offering will first be filled up to a maximum of two percent (2%) of the shares sold in the Offering, and thereafter any remaining shares will be allocated on an equal number of shares basis per order. Provided the Subscription Offering has begun, the Holding Company may begin the Firm Commitment Underwritten Offering at any time. The Holding Company reserves the right to reject any or all orders, in whole or in part, that are received in the Firm Commitment Underwritten Offering.

If, for any reason, a Syndicated Community Offering or Firm Commitment Underwritten Offering of Subscription Shares not sold in the Subscription Offering or any Community Offering cannot be effected, or if any insignificant residue of Subscription Shares is not sold in the Subscription Offering, Community Offering, or any Syndicated Community Offering or Firm Commitment Underwritten Offering, the Holding Company will use its best efforts to make other arrangements for the disposition of unsubscribed shares aggregating at least the minimum of the

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Offering Range. Such other purchase arrangements will be subject to receipt of any required approval of the Bank Regulators.

14. LIMITATIONS ON PURCHASES

The following limitations shall apply to all purchases and issuances of shares of Conversion Stock:

A. The maximum number of Subscription Shares that may be subscribed for or purchased in all categories in the Offering by any Person or Participant, together with any Associate or group of Persons Acting in Concert, shall not exceed $500,000 of Subscription Shares, except that the Employee Plans may subscribe for up to 10% of the Subscription Shares issued in the Offering and contributed to the Foundation (including shares issued in the event of an increase in the maximum of the Offering Range of 15%).

B. The maximum number of shares of Holding Company Common Stock that may be issued to or purchased in all categories of the Offering by Officers and Directors and their Associates in the aggregate shall not exceed 29% of the shares of Conversion Stock.

C. The maximum number of Subscription Shares that may be subscribed for or purchased in all categories of the Offering by any Person or Participant together with purchases by any Associate or group of Persons Acting in Concert, combined with Exchange Shares received by any such Person or Participant together with any Associate or group of Persons Acting in Concert, shall not exceed 9.9% of the shares of Conversion Stock, except that this ownership limitation shall not apply to the Employee Plans. However, Minority Stockholders will not be required to sell any shares of Holding Company Common Stock or be limited from receiving any Exchange Shares or be required to divest themselves of any Exchange Shares as a result of this limitation.

D. A minimum of twenty-five (25) Subscription Shares must be purchased by each Person or Participant purchasing shares in the Offering to the extent those shares are available; provided, however, that if the product of the minimum number of Subscription Shares purchased multiplied the Subscription Price exceeds $500, then such minimum purchase requirement shall be reduced to such number of shares which when multiplied by the price per share shall not exceed $500, as determined by the Board.

E. If the number of shares of Holding Company Common Stock otherwise allocable pursuant to Sections 8 through 13, inclusive, to any Person or that Person’s Associates would be in excess of the maximum number of shares permitted as set forth above, the number of shares of Holding Company Common Stock allocated to each such person shall be reduced to the lowest limitation applicable to that Person, and then the number of shares allocated to each group consisting of a Person and that Person’s Associates shall be reduced so that the aggregate allocation to that Person and his or her Associates complies with the above limits.

Depending upon market or financial conditions, the Boards of Directors of the Holding Company and the Mutual Holding Company, with the receipt of any required approvals of the Bank Regulators and without further approval of Voting Members, may decrease or increase the purchase limitations in this Plan, provided that the maximum purchase limitations may not be

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increased to a percentage in excess of 5% of the shares issued in the Offering except as provided below. If the Mutual Holding Company and the Holding Company increase the maximum purchase limitations, the Mutual Holding Company and the Holding Company are only required to resolicit Participants who subscribed for the maximum purchase amount in the Subscription Offering and who indicated a desire to be resolicited on the Order Form. In the event of such a resolicitation, the Mutual Holding Company and the Holding Company shall have the right, in their sole discretion, to require such persons to supply immediately available funds for the purchase of additional Subscription Shares. Such persons will be prohibited from paying with a personal check, but the Mutual Holding Company and the Holding Company may allow payment by wire transfer. If the maximum purchase limitation is increased to 5% of the shares issued in the Offering, such limitation may be further increased to 9.99%, provided that orders for Subscription Shares exceeding 5% of the Subscription Shares issued in the Offering shall not exceed in the aggregate 10% of the total Subscription Shares issued in the Offering. Decisions on whether to fulfill requests to purchase additional Subscription Shares, if the purchase limitation is so increased, will be determined by the Boards of Directors of the Mutual Holding Company and the Holding Company in their sole discretion.

In the event of an increase in the total number of shares offered in the Offering due to an increase in the maximum of the Offering Range of up to 15% (the “Adjusted Maximum”), the additional shares may be used to fill the Employee Plans’ orders before all other orders and then will be allocated in accordance with the priorities set forth in this Plan.

For purposes of this Section 14, (i) Directors, Officers and Employees of the Bank, the Mid-Tier Holding Company, the Mutual Holding Company and the Holding Company or any of their subsidiaries shall not be deemed to be Associates or a group affiliated with each other or otherwise Acting in Concert solely as a result of their capacities as such, (ii) shares purchased by Tax-Qualified Employee Stock Benefit Plans shall not be attributable to the individual trustees or beneficiaries of any such plan for purposes of determining compliance with the limitations set forth in paragraphs A. and B. of this Section 14, and (iii) shares purchased by a Tax-Qualified Employee Stock Benefit Plan pursuant to instructions of an individual in an account in such plan in which the individual has the right to direct the investment, including any plan of the Bank qualified under Section 401(k) of the Code, shall be aggregated and included in that individual’s purchases and not attributed to the Tax-Qualified Employee Stock Benefit Plan.

Each Person purchasing Subscription Shares in the Offering shall be deemed to confirm that such purchase does not conflict with the above purchase limitations contained in this Plan.

15. PAYMENT FOR SUBSCRIPTION SHARES

All payments for Subscription Shares subscribed for in the Subscription Offering and Community Offering must be delivered in full to the Bank or Holding Company, together with a properly completed and executed Order Form, on or before the expiration date of the Offering; provided, however, that if the Employee Plans subscribe for shares in the Subscription Offering, such plans will not be required to pay for the shares at the time they subscribe but rather may pay for such shares subscribed for by such plans at the Subscription Price upon consummation of the Conversion. Subscription funds will be held in a segregated account at the Bank.

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Except as set forth in Section 14.E., above, payment for Subscription Shares shall be made by personal check, money order or bank draft. Alternatively, subscribers in the Subscription and Community Offerings may pay for the shares for which they have subscribed by authorizing the Bank on the Order Form to make a withdrawal from the designated types of Deposit Accounts at the Bank in an amount equal to the aggregate Subscription Price of such shares. Such authorized withdrawal shall be without penalty as to premature withdrawal. If the authorized withdrawal is from a certificate account, and the remaining balance does not meet the applicable minimum balance requirement, the certificate shall be canceled at the time of withdrawal, without penalty, and the remaining balance will earn interest at the passbook rate. Funds for which a withdrawal is authorized will remain in the subscriber’s Deposit Account but may not be used by the subscriber during the Offering. Thereafter, the withdrawal will be given effect only to the extent necessary to satisfy the subscription (to the extent it can be filled) at the Subscription Price. Interest will continue to be earned on any amounts authorized for withdrawal until such withdrawal is given effect. Interest on funds received by check, draft or money order will be paid by the Bank at not less than the passbook rate. Such interest will be paid from the date payment is processed by the Bank until consummation or termination of the Offering. If for any reason the Offering is not consummated, all payments made by subscribers in the Subscription and Community Offerings will be refunded to them, with interest. In case of amounts authorized for withdrawal from Deposit Accounts, refunds will be made by canceling the authorization for withdrawal. The Bank is prohibited by regulation from knowingly making any loans or granting any lines of credit for the purchase of Subscription Shares in the Offering.

16. MANNER OF EXERCISING SUBSCRIPTION RIGHTS THROUGH ORDER FORMS

As soon as practicable after the registration statement prepared by the Holding Company has been declared effective by the SEC and the stock offering materials have been approved by the Bank Regulators, Order Forms will be distributed to the Participants at their last known addresses appearing on the records of the Bank for the purpose of subscribing for shares of Holding Company Common Stock in the Subscription Offering and will be made available for use by any other Persons to whom a Prospectus is delivered. Each Order Form will be preceded or accompanied by a Prospectus describing the Mutual Holding Company, the Mid-Tier Holding Company, the Holding Company, the Bank, the Holding Company Common Stock and the Offering. Each Order Form will contain, among other things, the following:

A. A specified date by which all Order Forms must be received by the Holding Company, or its agent, which date shall be not less than twenty (20) days, nor more than forty-five (45) days, following the date on which the Order Forms are first mailed to Participants by the Mutual Holding Company or the Holding Company, and which date will constitute the termination of the Subscription Offering unless extended;

B. The Subscription Price for the Subscription Shares to be sold in the Offering;

C. A description of the minimum and maximum number of Subscription Shares which may be subscribed for pursuant to the exercise of subscription rights or otherwise purchased in the Subscription and Community Offerings;

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D. Instructions as to how the recipient of the Order Form is to indicate thereon the number of Subscription Shares for which such Person elects to subscribe and the available alternative methods of payment therefor;

E. An acknowledgment that the recipient of the Order Form has received a final copy of the Prospectus before the execution of the Order Form;

F. A statement to the effect that all subscription rights are nontransferable, will be void at the end of the Subscription Offering, and can only be exercised by delivering to the Holding Company or its agent within the subscription period such properly completed and executed Order Form, together with payment in the full amount of the aggregate purchase price as specified in the Order Form for the Subscription Shares for which the recipient elects to subscribe in the Subscription Offering (or by authorizing on the Order Form that the Bank withdraw said amount from the subscriber’s Deposit Account(s) at the Bank); and

G. A statement to the effect that the executed Order Form, once received by the Mutual Holding Company or the Holding Company, may not be modified or amended by the subscriber without the consent of the Holding Company.

Notwithstanding the above, the Mutual Holding Company and the Holding Company reserve the right in their sole discretion to accept or reject orders received on photocopied or facsimiled order forms.

17. UNDELIVERED, DEFECTIVE OR LATE ORDER FORM; INSUFFICIENT PAYMENT

If Order Forms (a) are not delivered or are not timely delivered by the United States Postal Service, (b) are not received by the Holding Company or are received by the Holding Company or its agent after the expiration date specified thereon, (c) are defectively completed or executed, (d) are not accompanied by the full required payment for the Subscription Shares subscribed for (including cases in which deposit accounts from which withdrawals are authorized are insufficient to cover the amount of the required payment), or (e) are not mailed pursuant to a “no mail” order placed in effect by the account holder, the subscription rights of the Participant to whom such rights have been granted will lapse as though such Participant failed to return the completed Order Form within the time period specified thereon; provided, however, that the Holding Company may, but will not be required to, waive any immaterial irregularity on any Order Form or require the submission of corrected Order Forms or the remittance of full payment for subscribed shares by such date as the Holding Company may specify. The interpretation by the Holding Company of terms and conditions of this Plan and of the Order Forms will be final, subject to the authority of the Bank Regulators.

18. RESIDENTS OF FOREIGN COUNTRIES AND CERTAIN STATES

The Holding Company will make reasonable efforts to comply with the securities laws of all states in the United States in which Persons entitled to subscribe for Subscription Shares pursuant to this Plan reside. However, no such Person will be issued subscription rights or be permitted to purchase Subscription Shares in the Subscription Offering if such Person resides in a foreign country or in a state or other jurisdiction of the United States with respect to which any

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of the following apply: (a) a small number of Persons otherwise eligible to subscribe for shares under this Plan reside in such state; (b) the issuance of subscription rights or the offer or sale of Subscription Shares to such Persons would require the Holding Company under the securities laws of such state, to register as a broker, dealer, salesman or agent or to register or otherwise qualify its securities for sale in such state; or (c) such registration or qualification would be impracticable for reasons of cost or otherwise.

19. ESTABLISHMENT OF LIQUIDATION ACCOUNTS

The Holding Company shall establish a Liquidation Account at the time of the Conversion in an amount equal to the product of (i) the Majority Ownership Interest and (ii) the Mid-Tier Holding Company’s total stockholders’ equity as reflected in the latest statement of financial condition contained in the final Prospectus used in the Conversion, plus the value of the net assets of the Mutual Holding Company as reflected in the latest statement of financial condition of the Mutual Holding Company before the effective date of the Conversion (excluding its ownership of Mid-Tier Holding Company common stock). Following the Conversion, the Liquidation Account will be maintained for the benefit of the Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain their Deposit Accounts at the Bank. Each Eligible Account Holder and Supplemental Eligible Account Holder shall, with respect to his or her Deposit Account, hold a related inchoate interest in a portion of the Liquidation Account balance in relation to his or her Deposit Account balance at the Eligibility Record Date or Supplemental Eligibility Record Date, respectively, or to such balance as it may be subsequently reduced, as hereinafter provided. The Holding Company also shall cause the Bank to establish and maintain the Bank Liquidation Account for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain their Deposit Accounts at the Bank.

In the unlikely event of a complete liquidation of (i) the Bank or (ii) the Bank and the Holding Company (and only in such event) following all liquidation payments to creditors (including those to Account Holders to the extent of their Deposit Accounts), each Eligible Account Holder and Supplemental Eligible Account Holder shall be entitled to receive a liquidating distribution from the Liquidation Account, in the amount of the then adjusted subaccount balance for such Eligible Account Holder’s or Supplemental Eligible Account Holder’s Deposit Account, before any liquidation distribution may be made to any holders of the Holding Company’s capital stock. A merger, consolidation or similar combination with another depository institution or holding company thereof, in which the Holding Company and/or the Bank is not the surviving entity, shall not be deemed to be a complete liquidation for this purpose. In such transactions, the Liquidation Account shall be assumed by the surviving holding company or institution.

In the unlikely event of a complete liquidation of either (i) the Bank or (ii) the Bank and the Holding Company (and only in such event) following all liquidation payments to creditors of the Bank (including those to Account Holders to the extent of their Deposit Accounts), at a time when the Bank has a positive net worth and the Holding Company does not have sufficient assets (other than the stock of the Bank) at the time of liquidation to fund its obligations under the Liquidation Account, the Bank, with respect to the Bank Liquidation Account shall immediately pay directly to each Eligible Account Holder and Supplemental Eligible Account Holder an

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amount necessary to fund the Holding Company’s remaining obligations under the Liquidation Account before any liquidating distribution may be made to any holders of the Bank’s capital stock and without making such amount subject to the Holding Company’s creditors. Each Eligible Account Holder and Supplemental Eligible Account Holder shall be entitled to receive a distribution from the Bank Liquidation Account, in the amount of the then adjusted subaccount balance for his Deposit Account then held, before any distribution may be made to any holders of the Holding Company’s or Bank’s capital stock.

In the event of a complete liquidation of the Holding Company where the Bank is not also completely liquidating, or in the event of a sale or other disposition of the Holding Company apart from the Bank, each Eligible Account Holder and Supplemental Eligible Account Holder shall be treated as surrendering such Person’s rights to the Liquidation Account and receiving from the Holding Company an equivalent interest in the Bank Liquidation Account. Each such holder’s interest in the Bank Liquidation Account shall be subject to the same rights and terms as if the Bank Liquidation Account were the Liquidation Account (except that the Holding Company shall cease to exist).

The initial subaccount balance for a Deposit Account held by an Eligible Account Holder and Supplemental Eligible Account Holder shall be determined by multiplying the opening balance in the Liquidation Account by a fraction, the numerator of which is the amount of the Qualifying Deposits of such Eligible Account Holder or Supplemental Eligible Account Holder and the denominator of which is the total amount of all Qualifying Deposits of all Eligible Account Holders and Supplemental Eligible Account Holders. For Deposit Accounts in existence at both the Eligibility Record Date and the Supplemental Eligibility Record Date, separate initial subaccount balances shall be determined on the basis of the Qualifying Deposits in such Deposit Account on each such record date. Such initial subaccount balance shall not be increased, but shall be subject to downward adjustment as described below.

If, at the close of business on any fiscal year end closing date, commencing on or after the effective date of the Conversion, the deposit balance in the Deposit Account of an Eligible Account Holder or Supplemental Eligible Account Holder is less than the lesser of (i) the balance in the Deposit Account at the close of business on any other annual closing date after the Eligibility Record Date or Supplemental Eligibility Record Date, or (ii) the amount of the Qualifying Deposit in such Deposit Account as of the Eligibility Record Date or Supplemental Eligibility Record Date, then the subaccount balance for such Deposit Account shall be adjusted downward by reducing such subaccount balance in an amount proportionate to the reduction in such deposit balance. In the event of a downward adjustment, the subaccount balance shall not be subsequently increased, notwithstanding any subsequent increase in the deposit balance of the related Deposit Account. If any such Deposit Account is closed, the related subaccount shall be reduced to zero.

The creation and maintenance of the Liquidation Account and the Bank Liquidation Account shall not operate to restrict the use or application of any capital of the Holding Company or the Bank, except that neither the Holding Company nor the Bank shall declare or pay a cash dividend on, or repurchase any of, its capital stock if the effect thereof would cause its equity to be reduced below: (i) the amount required for the Liquidation Account or the Bank Liquidation Account, as applicable; or (ii) the regulatory capital requirements of the Holding

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Company (to the extent applicable) or the Bank. Neither the Holding Company nor the Bank shall be required to set aside funds in connection with its obligations hereunder relating to the Liquidation Account and the Bank Liquidation Account, respectively. Eligible Account Holders and Supplemental Eligible Account Holders do not retain any voting rights in either the Holding Company or the Bank based on their interests in the Liquidation Account or the Bank Liquidation Account.

The amount of the Bank Liquidation Account shall equal at all times the amount of the Liquidation Account, and the Bank Liquidation Account shall be reduced by the same amount and upon the same terms as any reduction in the Liquidation Account. In no event will any Eligible Account Holder or Supplemental Eligible Account Holder be entitled to a distribution that exceeds such holder’s subaccount balance in the Liquidation Account.

For the three (3)-year period following the completion of the Conversion, the Holding Company will not without prior Federal Reserve approval (i) sell or liquidate the Holding Company, or (ii) cause the Bank to be sold or liquidated. Upon the written request of the Federal Reserve, the Holding Company shall, or upon the prior written approval of the Federal Reserve the Holding Company may, at any time after two (2) years from the completion of the Conversion, transfer the Liquidation Account to the Bank, at which time the Liquidation Account shall be assumed by the Bank and the interests of Eligible Account Holders and Supplemental Eligible Account Holders will be solely and exclusively established in the Bank Liquidation Account. In the event such transfer occurs, the Holding Company shall be deemed to have transferred the Liquidation Account to the Bank and such Liquidation Account shall be subsumed into the Bank Liquidation Account and shall not be subject in any manner or amount to the claims of the Holding Company’s creditors. Approval of this Plan by the Voting Members and Stockholders shall constitute approval of the transactions described herein.

20. CONTRIBUTION TO THE FOUNDATION

As part of the Conversion, the Holding Company, Bank and the Mutual Holding Company intend to donate Holding Company Common Stock and cash to the Foundation, in such amounts, subject to regulatory limits, as shall be approved by the Board of Directors. This contribution to the Foundation is intended to continue to enhance the Bank’s existing community reinvestment activities and to share with the communities in which the Bank conducts its business a part of the Bank’s financial success as a community minded, financial services institution. The contribution of Holding Company Common Stock to the Foundation accomplishes this goal as it enables the community to share in the growth and profitability of the Holding Company and the Bank over the long term.

The Foundation is dedicated to the promotion of charitable purposes, including community development, grants or donations to support housing assistance, not-for-profit community groups and other types of organizations or civic-minded projects. The Foundation will annually distribute total grants to assist charitable organizations or to fund projects within its local community of not less than 5% of the average fair market value of Foundation assets, less certain expenses. In order to serve the purposes for which it was formed and maintain its Section 501(c)(3) qualification, the Foundation may sell, on an annual basis, a limited portion of the Foundation Shares.

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For a period of five years following the Conversion, except for temporary periods resulting from death, resignation, removal or disqualification, (i) at least one director of the Foundation will be an independent director who is unaffiliated with the Holding Company and the Bank who is from the Bank’s local community and who has experience with local community charitable organizations and grant making, and (ii) at least one director shall be a person who is also a member of the Board of Directors of the Bank. The board of directors of the Foundation will be responsible for establishing the policies of the Foundation with respect to grants or donations, consistent with the stated purposes of the Foundation.

The contribution to the Foundation as part of the Conversion must be separately approved by a majority of the total number of votes eligible to be cast by Voting Members and by the Minority Stockholders.

21. VOTING RIGHTS OF STOCKHOLDERS

Following consummation of the Conversion, the holders of the voting capital stock of the Holding Company shall have the exclusive voting rights with respect to the Holding Company.

22. RESTRICTIONS ON RESALE OR SUBSEQUENT DISPOSITION OF SUBSCRIPTION SHARES

A. All Subscription Shares purchased by Directors or Officers of the Mutual Holding Company, the Mid-Tier Holding Company, the Holding Company or the Bank in the Offering shall be subject to the restriction that, except as provided in this Section or as may be approved by the Bank Regulators, no interest in such shares may be sold or otherwise disposed of for value for a period of one (1) year following the date of purchase in the Offering.

B. The restriction on disposition of Subscription Shares set forth above in this Section shall not apply to the following:

1. Any exchange of such shares in connection with a merger or acquisition involving the Bank or the Holding Company, as the case may be, which has been approved by a federal regulatory agency; and

2. Any disposition of such shares following the death of the person to whom such shares were initially sold under the terms of this Plan.

C. With respect to all Subscription Shares subject to restrictions on resale or subsequent disposition, each of the following provisions shall apply:

1. Each certificate representing shares restricted by this Section shall bear a legend giving notice of the restriction;

2. Instructions shall be issued to the stock transfer agent for the Holding Company not to recognize or effect any transfer of any certificate or record of ownership of any such shares in violation of the restriction on transfer; and

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3. Any shares of capital stock of the Holding Company issued with respect to a stock dividend, stock split, or otherwise with respect to ownership of outstanding Subscription Shares subject to the restriction on transfer hereunder shall be subject to the same restriction as is applicable to such Subscription Shares.

23. REQUIREMENTS FOR STOCK PURCHASES BY DIRECTORS AND OFFICERS FOLLOWING THE CONVERSION

For a period of three (3) years following the Conversion, no Officer, Director or their Associates shall purchase, without the prior written approval of the Bank Regulators, any outstanding shares of Holding Company Common Stock except from a broker-dealer registered with the SEC. This provision shall not apply to negotiated transactions involving more than 1% of the outstanding shares of Holding Company Common Stock, the exercise of any options pursuant to a stock option plan or purchases of Holding Company Common Stock made by or held by any Tax-Qualified Employee Stock Benefit Plan or Non-Tax-Qualified Employee Stock Benefit Plan of the Bank or the Holding Company (including the Employee Plans) which may be attributable to any Officer or Director. As used herein, the term “negotiated transaction” means a transaction in which the securities are offered and the terms and arrangements relating to any sale are arrived at through direct communications between the seller or any person acting on its behalf and the purchaser or his investment representative. The term “investment representative” shall mean a professional investment advisor acting as agent for the purchaser and independent of the seller and not acting on behalf of the seller in connection with the transaction.

24. TRANSFER OF DEPOSIT ACCOUNTS

Each person holding a Deposit Account at the Bank at the time of Conversion shall retain an identical Deposit Account at the Bank following Conversion in the same amount and subject to the same terms and conditions (except as to voting and liquidation rights) applicable to such Deposit Account in the Bank immediately before the completion of the Conversion.

25. REGISTRATION AND MARKETING

For the time period required by applicable laws and regulations, the Holding Company will register the securities issued in connection with the Conversion pursuant to the Securities Exchange Act of 1934 and will not deregister such securities for a period of at least three (3) years from the date of the Conversion, except that the requirement to maintain the registration of such securities for three years may be fulfilled by any successor to the Holding Company. In addition, the Holding Company will use its best efforts to encourage and assist a market-maker to establish and maintain a market for the Conversion Stock and to list those securities on a national or regional securities exchange unless otherwise permitted by the Federal Reserve.

26. TAX RULINGS OR OPINIONS

Consummation of the Conversion is expressly conditioned upon prior receipt by the Mutual Holding Company, the Mid-Tier Holding Company, the Holding Company and the Bank of either a ruling, an opinion of counsel or a letter of advice from their tax advisor(s) regarding

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the federal and state income tax consequences of the Conversion to the Mutual Holding Company, the Mid-Tier Holding Company, the Holding Company, the Bank and the Account Holders and Voting Members receiving subscription rights in the Conversion.

27. STOCK BENEFIT PLANS AND EMPLOYMENT AGREEMENTS

A. The Holding Company and the Bank are authorized to adopt Tax-Qualified Employee Stock Benefit Plans in connection with the Conversion, including without limitation, an ESOP. Existing as well as any newly created Tax-Qualified Employee Stock Benefit Plans may purchase shares of Holding Company Common Stock in the Offering, to the extent permitted by the terms of such benefit plans and this Plan.

B. As a result of the Conversion, the Holding Company shall be deemed to have ratified and approved all employee stock benefit plans maintained by the Bank and the Mid-Tier Holding Company and shall have agreed to issue (and reserve for issuance) Holding Company Common Stock in lieu of common stock of the Mid-Tier Holding Company pursuant to the terms of such benefit plans. Upon consummation of the Conversion, the Mid-Tier Holding Company common stock held by such benefit plans shall be converted into Holding Company Common Stock based upon the Exchange Ratio. Also upon consummation of the Conversion, (i) all rights to purchase, sell or receive Mid-Tier Holding Company common stock and all rights to elect to make payment in Mid-Tier Holding Company common stock under any agreement between the Bank or the Mid-Tier Holding Company and any Director, Officer or Employee thereof or under any plan or program of the Bank or the Mid-Tier Holding Company, shall automatically, by operation of law, be converted into and shall become an identical right to purchase, sell or receive Holding Company Common Stock and an identical right to make payment in Holding Company Common Stock under any such agreement between the Bank or the Mid-Tier Holding Company and any Director, Officer or Employee thereof or under such plan or program of the Bank or the Mid-Tier Holding Company, and (ii) rights outstanding under all stock option plans shall be assumed by the Holding Company and thereafter shall be rights only for shares of Holding Company Common Stock, with each such right being for a number of shares of Holding Company Common Stock based upon the Exchange Ratio and the number of shares of Mid-Tier Holding Company common stock that were available thereunder immediately before the consummation of the Conversion, with the price adjusted to reflect the Exchange Ratio but with no change in any other term or condition of such right.

C. The Holding Company and the Bank are authorized to adopt stock option plans, restricted stock award plans and other Non-Tax-Qualified Employee Stock Benefit Plans, provided that such plans conform to any applicable regulations. The Holding Company and the Bank intend to implement a stock option plan and a restricted stock award plan no earlier than six (6) months after completion of the Conversion. Stockholder approval of these plans will be required. If adopted within twelve (12) months following the completion of the Conversion, the stock option plan will reserve a number of shares equal to up to 10% of the shares sold in the Offering and the stock award plan will reserve a number of shares equal to up to 4% of the shares sold in the Offering for awards to Employees and Directors at no cost to the recipients (unless the Bank’s tangible capital is less than 10% upon completion of the Offering in which case the stock award plan will reserve a number of shares equal to up to 3% of the shares sold in the Offering), subject to adjustment, if any, as may be required by Federal Reserve regulations or

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policy in effect to reflect stock options or restricted stock granted by the Mid-Tier Holding Company before the completion of the Conversion. Non-Tax-Qualified Employee Stock Benefit Plans implemented more than twelve (12) months following the completion of the Conversion are not subject to the restrictions set forth in the preceding sentence. Shares for such plans may be issued from authorized but unissued shares, treasury shares or repurchased shares.

D. The Holding Company and the Bank are authorized to enter into employment agreements and/or change in control agreements with their executive officers.

28. RESTRICTIONS ON ACQUISITION OF BANK AND HOLDING COMPANY

A. For a period of three (3) years from the date of consummation of the Conversion, no person, other than the Holding Company, shall directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10% of any class of equity security of the Bank without the prior written consent of the Federal Reserve. Nothing in this Plan shall prohibit the Holding Company from taking actions permitted under 12 C.F.R. 239.63(f).

B. The Articles of Incorporation of the Holding Company may contain a provision stipulating that in no event shall any record owner of any outstanding shares of Holding Company Common Stock who beneficially owns in excess of 10% of such outstanding shares be entitled or permitted to vote any shares held in excess of 10% of the Holding Company’s outstanding shares. In addition, the Articles of Incorporation and Bylaws of the Holding Company may contain provisions that provide for, or prohibit, as the case may be, staggered terms of the directors, qualifications for directors, noncumulative voting for directors, limitations on the calling of special meetings, a fair price provision for certain business combinations and certain notice requirements.

C. For the purposes of this Section:

(1) The term “person” includes an individual, a firm, a corporation or other entity;

(2) The term “offer” includes every offer to buy or acquire, solicitation of an offer to sell, tender offer for, or request or invitation for tenders of, a security or interest in a security for value;

(3) The term “acquire” includes every type of acquisition, whether effected by purchase, exchange, operation of law or otherwise; and

(4) The term “security” includes non-transferable subscription rights issued pursuant to a plan of conversion as well as a “security” as defined in 15 U.S.C. § 77b(a)(1).

29. PAYMENT OF DIVIDENDS AND THE REPURCHASE OF STOCK

A. The Holding Company shall comply with applicable regulations in the repurchase of any shares of its capital stock following consummation of the Conversion. The Holding

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Company shall not declare or pay a cash dividend on, or repurchase any of, its capital stock, if such dividend or repurchase would reduce its capital below the amount then required for the Liquidation Account.

B. The Bank shall not declare or pay a cash dividend on, or repurchase any of, its capital stock if the effect thereof would cause its regulatory capital to be reduced below its applicable regulatory capital requirements.

30. ARTICLES OF INCORPORATION AND BYLAWS

By voting to approve this Plan, Voting Members and Stockholders will be voting to adopt the Articles of Incorporation and Bylaws of the Holding Company.

31. CONSUMMATION OF CONVERSION AND EFFECTIVE DATE

The effective date of the Conversion shall be the date upon which the Articles of Combination shall be filed with the Federal Reserve and the Articles of Merger shall be filed with the Maryland Department. The Articles of Combination and the Articles of Merger shall be filed after all requisite regulatory, Voting Member and Stockholder approvals have been obtained, all applicable waiting periods have expired, and sufficient subscriptions and orders for Subscription Shares have been received. The closing of the sale of all shares of Holding Company Common Stock sold in the Offering, the contribution of the Foundation Shares and the Exchange Offering shall occur simultaneously on the effective date of the closing.

32. EXPENSES OF CONVERSION

The Mutual Holding Company, the Mid-Tier Holding Company, the Bank and the Holding Company may retain and pay for the services of legal, financial and other advisors to assist in connection with any or all aspects of the Conversion, including the Offering and the contribution to the Foundation, and such parties shall use their best efforts to assure that such expenses shall be reasonable.

33. AMENDMENT OR TERMINATION OF PLAN

If deemed necessary or desirable, this Plan may be substantively amended as a result of comments from the Bank Regulators or otherwise at any time before the meetings of Voting Members and Stockholders to vote on this Plan by the Board of Directors of the Mutual Holding Company, and at any time thereafter by the Board of Directors of the Mutual Holding Company with the concurrence of the Bank Regulators. Any amendment to this Plan made after approval by Voting Members and Stockholders with the approval of the Bank Regulators shall not necessitate further approval by Voting Members or Stockholders unless otherwise required by the Bank Regulators. The Board of Directors of the Mutual Holding Company may terminate this Plan at any time before the Members Meeting and the Stockholders Meeting, and at any time thereafter with the concurrence of the Bank Regulators.

By adoption of this Plan, Voting Members and Stockholders authorize the Board of Directors of the Mutual Holding Company to amend or terminate this Plan under the circumstances set forth in this Section.

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34. CONDITIONS TO CONSUMMATION OF CONVERSION

Consummation of the Conversion pursuant to this Plan is expressly conditioned upon the following:

A. Prior receipt by the Mutual Holding Company, the Mid-Tier Holding Company, the Holding Company and the Bank of rulings of the United States Internal Revenue Service and the state taxing authorities, or opinions of counsel or tax advisers as described in Section 26 hereof;

B. The issuance of the Subscription Shares offered in the Conversion;

C. The issuance of Exchange Shares; and

D. The completion of the Conversion within the time period specified in Section 3 of this Plan.

35. INTERPRETATION

All interpretations of this Plan and application of its provisions to particular circumstances by a majority of the Board of Directors of the Mutual Holding Company, and to the extent otherwise provided herein, the Board of the Holding Company, shall be final, subject to the authority of the Bank Regulators.

Dated: March 9, 2021

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EXHIBIT A

FORM OF MERGER AGREEMENT BETWEEN

CULLMAN SAVINGS BANK, MHC AND

CULLMAN BANCORP, INC., A FEDERAL CORPORATION

MERGER AGREEMENT BETWEEN

CULLMAN SAVINGS BANK, MHC

AND

CULLMAN BANCORP, INC., A FEDERAL CORPORATION

THIS MERGER AGREEMENT (the “MHC Merger Agreement”), dated as of                     , 2021, is made by and between Cullman Savings Bank, MHC (the “Mutual Holding Company”) and Cullman Bancorp, Inc. (the “Mid-Tier Holding Company”). Capitalized terms have the respective meanings given them in the Plan of Conversion and Reorganization of Cullman Savings Bank, MHC (the “Plan”), unless otherwise defined herein.

RECITALS:

1. The Mutual Holding Company is a federally-chartered mutual holding company that owns approximately                 % of the outstanding common stock of the Mid-Tier Holding Company.

2. The Mid-Tier Holding Company is a federally-chartered corporation that owns 100% of the outstanding common stock of Cullman Savings Bank (the “Bank”).

3. At least two-thirds of the members of the boards of directors of the Mutual Holding Company and the Mid-Tier Holding Company have approved this MHC Merger Agreement whereby the Mutual Holding Company shall merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the surviving or resulting corporation (the “MHC Merger”), and have authorized the execution and delivery thereof.

NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, the parties hereto have agreed as follows:

1. Merger. At and on the effective date of the MHC Merger (the “Effective Date”), the Mutual Holding Company will merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the resulting entity (the “Resulting Corporation”) whereby the shares of Mid-Tier Holding Company common stock held by the Mutual Holding Company will be canceled and Members, who are deemed for these purposes to be owners of the Mutual Holding Company, will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the Mutual Holding Company.

2. Effective Date. The MHC Merger shall not be effective until and unless the Plan is approved by (A) the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and (B) by at least: (i) two-thirds of the total votes eligible to be cast by the Stockholders; (ii) a majority of the total votes eligible to be cast by Minority Stockholders; and (iii) a majority of the votes eligible to be cast by Voting Members, and the Articles of Combination with respect to the MHC Merger shall have been filed with the Federal Reserve. Approval of the Plan by the Voting Members shall constitute approval of this MHC Merger Agreement by the Voting Members. Approval of the Plan by Stockholders, including the Minority Stockholders, shall constitute approval of this MHC Merger Agreement by the Stockholders.

3. Name. The name of the Resulting Corporation shall be Cullman Bancorp, Inc.

4. Offices. The main office of the Resulting Corporation shall be 316 Second Avenue S.W., Cullman, Alabama 35055.

5. Directors and Officers. The directors and officers of the Mid-Tier Holding Company immediately before the Effective Date shall be the directors and officers of the Resulting Corporation after the Effective Date.

6. Rights and Duties of the Resulting Corporation. At the Effective Date, the Mutual Holding Company shall be merged with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the Resulting Corporation. The business of the Resulting Corporation shall be that of a federally-chartered corporation as provided in its Charter. All assets, rights, interests, privileges, powers, franchises and property (real, personal and mixed) of the Mid-Tier Holding Company and the Mutual Holding Company shall be transferred automatically to and vested in the Resulting Corporation by virtue of the MHC Merger without any deed or other document of transfer. The Resulting Corporation, without any order or action on the part of any court or otherwise and without any documents of assumption or assignment, shall hold and enjoy all of the properties, franchises and interests, including appointments, powers, designations, nominations and all other rights and interests as the agent or other fiduciary in the same manner and to the same extent as such rights, franchises, interests and powers were held or enjoyed by the Mid-Tier Holding Company and the Mutual Holding Company. The Resulting Corporation shall be responsible for all of the liabilities, restrictions and duties of every kind and description of the Mid-Tier Holding Company and the Mutual Holding Company immediately before the consummation of the MHC Merger, including liabilities for all debts, obligations and contracts of the Mid-Tier Holding Company and the Mutual Holding Company, matured or unmatured, whether accrued, absolute, contingent or otherwise and whether or not reflected or reserved against on balance sheets, books of accounts or records of the Mid-Tier Holding Company or the Mutual Holding Company. The Stockholders of the Mid-Tier Holding Company shall possess all voting rights with respect to the shares of stock of the Resulting Corporation. All rights of creditors and other obligees and all liens on property of the Mid-Tier Holding Company and the Mutual Holding Company shall be preserved and shall not be released or impaired.

7. Rights of Members and Stockholders. At the Effective Date, the shares of Mid-Tier Holding Company common stock held by the Mutual Holding Company will be canceled and Members will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the Mutual Holding Company. Minority Stockholders’ rights will remain unchanged.

8. Other Terms. The Plan is incorporated herein by this reference and made a part hereof to the extent necessary or appropriate to effect and consummate the terms of this MHC Merger Agreement and the Conversion.

[Signature page immediately follows]

A-2

IN WITNESS WHEREOF, the Mutual Holding Company and the Mid-Tier Holding Company have caused this MHC Merger Agreement to be executed as of the date first above written.

	Cullman Savings Bank, MHC
ATTEST:
	By:
Robin O’Berry		John A. Riley, III
Secretary		President and Chief Executive Officer
	Cullman Bancorp, Inc.
ATTEST:
	By:
Robin O’Berry		John A. Riley, III
Secretary		President and Chief Executive Officer

A-3

EXHIBIT B

FORM OF MERGER AGREEMENT BETWEEN

CULLMAN BANCORP, INC., A FEDERAL CORPORATION AND

CULLMAN BANCORP, INC., A MARYLAND CORPORATION

MERGER AGREEMENT BETWEEN

CULLMAN BANCORP, INC., A FEDERAL CORPORATION AND

CULLMAN BANCORP, INC., A MARYLAND CORPORATION

THIS MERGER AGREEMENT (the “Mid-Tier Merger Agreement”), dated as of                     , 2021, is made by and between Cullman Bancorp, Inc., a federal corporation (the “Mid-Tier Holding Company”) and Cullman Bancorp, Inc., a Maryland corporation (the “Holding Company”). Capitalized terms have the respective meanings given them in the Plan of Conversion and Reorganization of Cullman Savings Bank, MHC (the “Plan”), unless otherwise defined herein.

RECITALS:

1. The Mid-Tier Holding Company is a federally-chartered corporation that owns 100% of the outstanding common stock of Cullman Savings Bank (the “Bank”).

2. The Holding Company is a Maryland corporation that has been organized to succeed to the operations of the Mid-Tier Holding Company.

3. At least two-thirds of the members of the boards of directors of the Mid-Tier Holding Company and the Holding Company have approved this Mid-Tier Merger Agreement whereby the Mid-Tier Holding Company will be merged with and into the Holding Company with the Holding Company as the resulting corporation (the “Mid-Tier Merger”), and authorized the execution and delivery thereof.

NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, the parties hereto have agreed as follows:

1. Merger. At and on the effective date of the Mid-Tier Merger (the “Effective Date”), the Mid-Tier Holding Company will merge with and into the Holding Company with the Holding Company as the resulting corporation (the “Resulting Corporation”), whereby the Bank will become the wholly-owned subsidiary of the Holding Company. As part of the Mid-Tier Merger, the Members who constructively received liquidation interests in the Mid-Tier Holding Company will exchange the liquidation interests in the Mid-Tier Holding Company that they constructively received in the MHC Merger for interests in the Liquidation Account, and Minority Stockholders immediately before the consummation of the Conversion will exchange their Minority Shares for Exchange Shares in the Exchange Offering pursuant to the Exchange Ratio.

2. Effective Date. The Mid-Tier Merger shall not be effective until and unless the Plan is approved by (A) the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and (B) by at least: (i) two-thirds of the votes eligible to be cast by Stockholders; (ii) a majority of the votes eligible to be cast by Minority Stockholders; and (iii) a majority of the votes eligible to be cast by Voting Members, and the Articles of Combination with respect to the Mid-Tier Merger shall have been filed with the Federal Reserve and Articles of Merger with respect to the Mid-Tier Merger have been filed with the Maryland Department. Approval of the

Plan by the Stockholders, including the Minority Stockholders, shall constitute approval of this Mid-Tier Merger Agreement by such Stockholders.

3. Name. The name of the Resulting Corporation shall be Cullman Bancorp, Inc.

4. Offices. The main office of the Resulting Corporation shall be 316 Second Avenue S.W., Cullman, Alabama 35055.

5. Directors and Officers. The directors and officers of the Holding Company immediately before the Effective Date shall be the directors and officers of the Resulting Corporation after the Effective Date.

6. Rights and Duties of the Resulting Corporation. At the Effective Date, the Mid-Tier Holding Company shall merge with the Holding Company, with the Holding Company as the Resulting Corporation. The business of the Resulting Corporation shall be that of a Maryland corporation as provided in its Articles of Incorporation. All assets, rights, interests, privileges, powers, franchises and property (real, personal and mixed) of the Mid-Tier Holding Company and the Holding Company shall be transferred automatically to and vested in the Resulting Corporation by virtue of the Mid-Tier Merger without any deed or other document of transfer. The Resulting Corporation, without any order or action on the part of any court or otherwise and without any documents of assumption or assignment, shall hold and enjoy all of the properties, franchises and interests, including appointments, powers, designations, nominations and all other rights and interests as the agent or other fiduciary in the same manner and to the same extent as such rights, franchises, interests and powers were held or enjoyed by the Mid-Tier Holding Company and the Holding Company. The Resulting Corporation shall be responsible for all of the liabilities, restrictions and duties of every kind and description of the Mid-Tier Holding Company and the Holding Company immediately before the consummation of the Mid-Tier Merger, including liabilities for all debts, obligations and contracts of the Mid-Tier Holding Company and the Holding Company, matured or unmatured, whether accrued, absolute, contingent or otherwise and whether or not reflected or reserved against on balance sheets, books of accounts or records of the Mid-Tier Holding Company or the Holding Company. The stockholders of the Holding Company shall possess all voting rights with respect to the shares of stock of the Resulting Corporation. All rights of creditors and other obligees and all liens on property of the Mid-Tier Holding Company and the Holding Company shall be preserved and shall not be released or impaired.

7. Rights of Members and Stockholders. At the Effective Date, the Members immediately before the consummation of the Conversion will exchange the liquidation rights in the Mid-Tier Holding Company that they constructively received in the MHC Merger for interests in the Liquidation Account and the Minority Stockholders immediately before the consummation of the Conversion will exchange their Minority Shares for Exchange Shares in the Exchange Offering pursuant to the Exchange Ratio. All shares of Mid-Tier Holding Company Common Stock held in the treasury and each share of Mid-Tier Holding Company Common Stock owned by the Holding Company, or any direct or indirect wholly owned subsidiary of the Holding Company or of the Mid-Tier Holding Company, immediately before the Effective Date (other than shares held in a fiduciary capacity or in connection with debts previously contracted) shall, at the Effective Date, cease to exist, and the certificates for such shares shall be canceled as

B-2

promptly as practicable thereafter, and no payment or distribution shall be made in consideration therefor.

8. Other Terms. The Plan is incorporated herein by this reference and made a part hereof to the extent necessary or appropriate to effect and consummate the terms of this Mid-Tier Merger Agreement and the Conversion.

[Signature page immediately follows]

B-3

IN WITNESS WHEREOF, the Mid-Tier Holding Company and the Holding Company have caused this Mid-Tier Merger Agreement to be executed as of the date first above written.

	Cullman Bancorp, Inc., a federal corporation
ATTEST:
	By:
Robin O’Berry		John A. Riley, III
Secretary		President and Chief Executive Officer
	Cullman Bancorp, Inc., a Maryland corporation
ATTEST:
	By:
Robin O’Berry		John A. Riley, III
Secretary		President and Chief Executive Officer

B-4

EX-3.1

Exhibit 3.1

ARTICLES OF INCORPORATION

CULLMAN BANCORP, INC.

The undersigned, Edward A. Quint, whose address is 5335 Wisconsin Avenue, N.W., Suite 780, Washington, D.C. 20015, being at least eighteen years of age, acting as incorporator, does hereby form a corporation under the general laws of the State of Maryland, having the following Articles of Incorporation (the “Articles”):

ARTICLE 1. Name. The name of the corporation is Cullman Bancorp, Inc. (herein, the “Corporation”).

ARTICLE 2. Principal Office. The address of the principal office of the Corporation in the State of Maryland is c/o CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 820, Baltimore, Maryland 21202.

ARTICLE 3. Purpose. The purpose for which the Corporation is formed is to engage in any lawful act or activity for which corporations may be organized under the general laws of the State of Maryland as now or hereafter in force.

ARTICLE 4. Resident Agent. The name and address of the registered agent of the Corporation in the State of Maryland is CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 820, Baltimore, Maryland 21202. Said resident agent is a Maryland corporation.

ARTICLE 5. Capital Stock

A. Authorized Stock. The total number of shares of capital stock of all classes that the Corporation has authority to issue is thirty-five million (35,000,000) shares, consisting of:

1. five million (5,000,000) shares of preferred stock, par value one cent ($0.01) per share (the “Preferred Stock”); and

2. thirty million (30,000,000) shares of common stock, par value one cent ($0.01) per share (the “Common Stock”).

The aggregate par value of all the authorized shares of capital stock is three hundred and fifty thousand dollars ($350,000). Except to the extent required by governing law, rule or regulation, the shares of capital stock may be issued from time to time by the Board of Directors without further approval of the stockholders of the Corporation. The Corporation shall have the authority to purchase its capital stock out of funds lawfully available therefor, which funds shall include, without limitation, the Corporation’s unreserved and unrestricted capital surplus. The Board of Directors, pursuant to a resolution approved by a majority of the Whole Board (rounded up to the nearest whole number), and without action by the stockholders, may amend these Articles to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue. For the purposes of these Articles, the term “Whole Board” shall mean the total number of directors that the

Corporation would have if there were no vacancies on the Board of Directors at the time any such resolution is presented to the Board of Directors for adoption.

B. Common Stock. Except as provided under the terms of any series of Preferred Stock and as limited by Section D of this Article 5, the exclusive voting power shall be vested in the Common Stock. Except as otherwise provided in these Articles, each holder of the Common Stock shall be entitled to one vote for each share of Common Stock standing in the holder’s name on the books of the Corporation. Subject to any rights and preferences of any series of Preferred Stock, holders of Common Stock shall be entitled to such dividends as may be declared by the Board of Directors out of funds lawfully available therefor. Upon the liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, holders of Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders ratably in proportion to the number of shares held by them, respectively, after: (i) payment or provision for payment of the Corporation’s debts and liabilities; (ii) distributions or provisions for distributions to holders of any class or series of stock having a preference over the Common Stock in the liquidation, dissolution or winding up of the Corporation; and (iii) distributions or provision for distributions in settlement of the Liquidation Account established by the Corporation as described in Section G of this Article 5.

C. Preferred Stock. The Board of Directors is hereby expressly authorized, subject to any limitations prescribed by law, to provide for the issuance of the shares of Preferred Stock in series, to establish from time to time the number of shares to be included in each such series, and to fix the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of the shares of each such series. The number of authorized shares of the Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Common Stock, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required by law or pursuant to the terms of such Preferred Stock. The power of the stockholders to increase or decrease the authorized shares of the Preferred Stock shall not limit any of the powers of the Board of Directors provided under these Articles.

D. Restrictions on Voting Rights of the Corporation’s Equity Securities.

1. Notwithstanding any other provision of these Articles, in no event shall the record owner (or if more than one record owner, all such record owners taken as a group) of any outstanding Common Stock that is beneficially owned, directly or indirectly, by a Person who, as of any record date for the determination of stockholders entitled to vote on any matter, beneficially owns in excess of 10% of the then-outstanding shares of Common Stock (the “Limit”), be entitled, or permitted to any vote in respect of the shares held in excess of the Limit. The number of votes that may be cast by any particular record owner by virtue of the provisions hereof in respect of Common Stock beneficially owned by such Person owning shares in excess of the Limit (a “Holder in Excess”) shall be a number equal to the total number of votes that a single record owner of all Common Stock owned by such Holder in Excess would be entitled to cast after giving effect to the provisions hereof, multiplied by a fraction, the numerator of which is the number of shares of such class or series that are both (i) beneficially owned by such Holder in Excess and (ii) owned of record by such particular record owner, and the denominator of

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which is the total number of shares of Common Stock beneficially owned by such Holder in Excess. The provisions of this Section D of this Article 5 shall not be applicable if, before the Holder in Excess acquired beneficial ownership of such shares in excess of the Limit, such acquisition was approved by a majority of the “Unaffiliated Directors.” For this purpose, the term “Unaffiliated Director” means any member of the Board of Directors who is unaffiliated with the Holder in Excess and was a member of the Board of Directors prior to the time that the Holder in Excess became such, and any director who is thereafter chosen to fill any vacancy on the Board of Directors and who is elected and who, in either event, is unaffiliated with the Holder in Excess and in connection with his or her initial assumption of office is recommended for appointment or election by a majority of the Unaffiliated Directors then serving on the Board of Directors.

2. The following definitions shall apply to this Section D of this Article 5.

(a) An “affiliate” of a specified Person shall mean a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified.

(b) “Beneficial ownership” shall be determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934 (or any successor rule or statutory provision), or, if said Rule 13d-3 shall be rescinded and there shall be no successor rule or statutory provision thereto, pursuant to said Rule 13d-3 as in effect on December 31, 2020; provided, however, that a Person shall, in any event, also be deemed the “beneficial owner” of any Common Stock:

(1) that such Person or any of its affiliates beneficially owns, directly or indirectly; or

(2) that such Person or any of its affiliates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding (but shall not be deemed to be the beneficial owner of any voting shares solely by reason of an agreement, contract, or other arrangement with the Corporation to effect any transaction of the type described in clause (i) or (ii) of the first sentence of Article 9 hereof) or upon the exercise of conversion rights, exchange rights, warrants, or options or otherwise, or (ii) sole or shared voting or investment power with respect thereto pursuant to any agreement, arrangement, understanding, relationship or otherwise (but shall not be deemed to be the beneficial owner of any voting shares solely by reason of a revocable proxy granted for a particular meeting of stockholders, pursuant to a public solicitation of proxies for such meeting, with respect to shares of which neither such Person nor any such affiliate is otherwise deemed the beneficial owner); or

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(3) that are beneficially owned, directly or indirectly, by any other Person with which such first mentioned Person or any of its affiliates acts as a partnership, limited partnership, syndicate or other group pursuant to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of the Corporation; and provided further, however, that (i) no director or officer of the Corporation (or any affiliate of any such director or officer) shall, solely by reason of any or all of such directors or officers acting in their capacities as such, be deemed, for any purposes hereof, to beneficially own any Common Stock beneficially owned by any other such director or officer (or any affiliate thereof), and (ii) neither any employee stock ownership or similar plan of the Corporation or any subsidiary of the Corporation nor any trustee with respect thereto (or any affiliate of such trustee) shall, solely by reason of such capacity of such trustee, be deemed, for any purposes hereof, to beneficially own any Common Stock held under any such plan. For purposes of computing the percentage of beneficial ownership of Common Stock of a Person, the outstanding Common Stock shall include shares deemed owned by such Person through application of this subsection but shall not include any other shares of Common Stock that may be issuable by the Corporation pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise. For all other purposes, the outstanding Common Stock shall include only Common Stock then outstanding and shall not include any Common Stock that may be issuable by the Corporation pursuant to any agreement, or upon the exercise of conversion rights, warrants or options, or otherwise.

(c) A “Person” shall mean any individual, firm, corporation, or other entity.

(d) The Board of Directors shall have the power to construe and apply the provisions of this Section D and to make all determinations necessary or desirable to implement such provisions including, but not limited to, matters with respect to (i) the number of shares of Common Stock beneficially owned by any Person, (ii) whether a Person is an affiliate of another, (iii) whether a Person has an agreement, arrangement, or understanding with another as to the matters referred to in the definition of beneficial ownership, (iv) the application of any other definition or operative provision of this Section D to the given facts, or (v) any other matter relating to the applicability or effect of this Section D.

3. The Board of Directors shall have the right to demand that any Person reasonably believed by the Board of Directors to be a Holder in Excess (or holder of record of Common Stock beneficially owned by any Holder in Excess) supply the Corporation with complete information as to (i) the record owner(s) of all shares beneficially owned by such Holder in Excess, and (ii) any other factual matter relating to the applicability or effect of this section as may reasonably be requested of such Holder in Excess. The Board of Directors shall further

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have the right to receive from any Holder in Excess reimbursement for all expenses incurred by the Board in connection with its investigation of any matters relating to the applicability or effect of this section on such Holder in Excess, to the extent such investigation is deemed appropriate by the Board of Directors as a result of the Holder in Excess refusing to supply the Corporation with the information described in the previous sentence.

4. Any constructions, applications, or determinations made by the Board of Directors pursuant to this Section D in good faith and on the basis of such information and assistance as was then reasonably available for such purpose, shall be conclusive and binding upon the Corporation and its stockholders.

5. If any provision (or portion thereof) of this Section D shall be found to be invalid, prohibited or unenforceable for any reason, the remaining provisions (or portions thereof) of this Section D shall remain in full force and effect, and shall be construed as if such invalid, prohibited or unenforceable provision had been stricken herefrom or otherwise rendered inapplicable, it being the intent of the Corporation and its stockholders that each such remaining provision (or portion thereof) of this Section D remain, to the fullest extent permitted by law, applicable and enforceable as to all stockholders, including Holders in Excess, notwithstanding any such finding.

E. Majority Vote for Certain Actions. With respect to those actions as to which any provision of the Maryland General Corporation Law (the “MGCL”) requires stockholder authorization by a greater proportion than a majority of the total number of shares of all classes of capital stock or of the total number of shares of any class of capital stock, any such action shall be valid and effective if authorized by the affirmative vote of the holders of a majority of the total number of shares of all classes outstanding and entitled to vote thereon, except as otherwise provided in these Articles.

F. Quorum. Except as otherwise provided by law or expressly provided in these Articles, the presence, in person or by proxy, of the holders of record of shares of capital stock of the Corporation entitling the holders thereof to cast a majority of the votes (after giving effect, if required, to the provisions of Article 5, Section D) entitled to be cast by the holders of shares of capital stock of the Corporation entitled to vote shall constitute a quorum at all meetings of the stockholders, and every reference in these Articles to a majority or other proportion of capital stock (or the holders thereof) for purposes of determining any quorum requirement or any requirement for stockholder consent or approval shall be deemed to refer to such majority or other proportion of the votes (or the holders thereof) then entitled to be cast in respect of such capital stock.

G. Liquidation Account. Under regulations of the Board of Governors of the Federal Reserve System, the Corporation must establish and maintain a liquidation account (the “Liquidation Account”) for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders as defined in the Plan of Conversion and Reorganization of Cullman Savings Bank, MHC, as may be amended from time to time (the “Plan of Conversion”). In the event of a complete liquidation involving (i) the Corporation or (ii) Cullman Savings Bank, a federally chartered savings bank that will be a wholly-owned subsidiary of the Corporation, the Corporation must comply with the regulations of the Board of Governors of the Federal Reserve

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System and the provisions of the Plan of Conversion with respect to the amount and priorities of each Eligible Account Holder’s and Supplemental Eligible Account Holder’s interests in the Liquidation Account. The interest of an Eligible Account Holder or Supplemental Eligible Account Holder in the Liquidation Account does not entitle such account holders to voting rights.

ARTICLE 6. Preemptive Rights and Appraisal Rights.

A. Preemptive Rights. Except for preemptive rights approved by the Board of Directors pursuant to a resolution approved by a majority of the directors then in office, no holder of the capital stock of the Corporation or series of stock or of options, warrants or other rights to purchase shares of any class or series of stock or of other securities of the Corporation shall have any preemptive right to purchase or subscribe for any unissued capital stock of any class or series, or any unissued bonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable for capital stock of any class or series or carrying any right to purchase stock of any class or series.

B. Appraisal Rights. Holders of shares of stock shall not be entitled to exercise any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL or any successor statute unless the Board of Directors, pursuant to a resolution approved by a majority of the directors then in office, shall determine that such rights apply with respect to all or any classes or series of stock, to one or more transactions occurring after the date of such determination in connection with which holders of such shares would otherwise be entitled to exercise such rights.

ARTICLE 7. Directors. The following provisions are made a part of these Articles for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

A. Management of the Corporation. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. All powers of the Corporation may be exercised by or under the authority of the Board of Directors, except as conferred on or as reserved to the stockholders by law or by these Articles or the Bylaws of the Corporation; provided, however, that any limitations on the Board of Directors’ management or direction of the affairs of the Corporation shall reserve the directors’ full power to discharge their fiduciary duties.

B. Number, Class and Terms of Directors; No Cumulative Voting. The number of directors constituting the Board of Directors of the Corporation shall initially be seven (7), which number may be increased or decreased in the manner provided in the Bylaws of the Corporation; provided, however, that such number shall never be less than the minimum number of directors required by the MGCL now or hereafter in force. The directors, other than those who may be elected by the holders of any series of Preferred Stock, shall be divided into three classes, with the term of office of the first class (“Class I”) to expire at the conclusion of the first annual meeting of stockholders, the term of office of the second class (“Class II”) to expire at the conclusion of the annual meeting of stockholders one year thereafter and the term of office of the

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third class (“Class III”) to expire at the conclusion of the annual meeting of stockholders two years thereafter, with each director to hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election or for such shorter period of time as the Board of Directors may determine, with each director to hold office until his or her term expires and until his or her successor shall have been duly elected and qualified.

The names of the individuals who will serve as the initial directors of the Corporation until their successors are elected and qualify are as follows:

Term to Expire in 2022:

Gregory T. Barksdale

Paul D. Bussman

Term to Expire in 2023:

Nancy McClellan

Lynne Morton

Term to Expire in 2024:

John A. Riley, III

Robin Parson

Chad Burks

Stockholders shall not be permitted to cumulate their votes in the election of directors. A plurality of all the votes cast at a meeting at which a quorum is present is sufficient to elect a director.

C. Vacancies. Any vacancies in the Board of Directors may be filled in the manner provided in the Bylaws of the Corporation.

D. Removal. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (after giving effect to the provisions of Article 5 hereof) voting together as a single class.

E. Stockholder Proposals and Nominations of Directors. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation. Stockholder proposals to be presented in connection with a special meeting of stockholders shall be presented by the Corporation only to the extent required by Section 2-502 of the MGCL and the Bylaws of the Corporation.

ARTICLE 8. Bylaws. The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of

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the Corporation by the Board of Directors shall require the approval of a majority of the Whole Board. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation. In addition to any vote of the holders of any class or series of stock of the Corporation required by law or by these Articles, the affirmative vote of the holders of at least 80% of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (after giving effect to the provisions of Article 5 hereof), voting together as a single class, shall be required for the adoption, amendment or repeal of any provisions of the Bylaws of the Corporation by the stockholders.

ARTICLE 9. Evaluation of Certain Offers. The Board of Directors, when evaluating (i) any offer of another Person (as defined below) to (A) make a tender or exchange offer for any equity security of the Corporation, (B) merge or consolidate the Corporation with another corporation or entity, or (C) purchase or otherwise acquire all or substantially all of the properties and assets of the Corporation or (ii) any other actual or proposed transaction that would or may involve a change in control of the Corporation (whether by purchases of shares of stock or any other securities of the Corporation in the open market or otherwise, tender offer, merger, consolidation, share exchange, dissolution, liquidation, sale of all or substantially all of the assets of the Corporation, proxy solicitation or otherwise), may, in connection with the exercise of its business judgment in determining what is in the best interests of the Corporation and its stockholders and in making any recommendation to the Corporation’s stockholders, give due consideration to all relevant factors, including, but not limited to: (A) the economic effect, both immediate and long-term, upon the Corporation’s stockholders, including stockholders, if any, who do not participate in the transaction; (B) the social and economic effect on the present and future employees, creditors and customers of, and others dealing with, the Corporation and its subsidiaries and on the communities in which the Corporation and its subsidiaries operate or are located; (C) whether the proposal is acceptable based on the historical, current or projected future operating results or financial condition of the Corporation; (D) whether a more favorable price could be obtained for the Corporation’s stock or other securities in the future; (E) the reputation and business practices of the other entity to be involved in the transaction and its management and affiliates as they would affect the employees of the Corporation and its subsidiaries; (F) the future value of the stock or any other securities of the Corporation or the other entity to be involved in the proposed transaction; (G) any antitrust or other legal and regulatory issues that are raised by the proposal; (H) the business and historical, current or expected future financial condition or operating results of the other entity to be involved in the transaction, including, but not limited to, debt service and other existing financial obligations, financial obligations to be incurred in connection with the proposed transaction, and other likely financial obligations of the other entity to be involved in the proposed transaction; and (I) the ability of the Corporation to fulfill its objectives as a financial institution holding company and on the ability of its subsidiary financial institution(s) to fulfill the objectives of a federally insured financial institution under applicable statutes and regulations. If the Board of Directors determines that any proposed transaction of the type described in clause (i) or (ii) of the immediately preceding sentence should be rejected, it may take any lawful action to defeat such transaction, including, but not limited to, any or all of the following: advising stockholders not to accept the proposal; instituting litigation against the party making the proposal; filing complaints with governmental and regulatory authorities; acquiring the stock or any of the securities of the Corporation; selling or otherwise issuing authorized but unissued stock or other securities or

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granting options or rights with respect thereto; and obtaining a more favorable offer from another individual or entity. This Article 9 sets forth certain factors that may be considered by the Board of Directors, but does not create any implication concerning the factors that must be considered, or any other factors that may or may not be considered, by the Board of Directors regarding any proposed transaction of the type described in clause (i) or (ii) of the first sentence of this Article 9.

For purposes of this Article 9, a “Person” shall include an individual, a group acting in concert, a corporation, a partnership, an association, a joint venture, a pool, a joint stock company, a trust, an unincorporated organization or similar company, a syndicate or any other group or entity formed for the purpose of acquiring, holding or disposing of securities.

ARTICLE 10. Indemnification, etc. of Directors and Officers.

A. Indemnification. The Corporation shall indemnify (1) its current and former directors and officers, whether serving the Corporation or at its request any other entity, to the fullest extent required or permitted by the MGCL now or hereafter in force, including the advancement of expenses under the procedures and to the fullest extent permitted by law, and (2) other employees and agents to such extent as shall be authorized by the Board of Directors and permitted by law; provided, however, that, except as provided in Section B of this Article 10 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

B. Procedure. If a claim under Section A of this Article 10 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall also be entitled to be reimbursed the expense of prosecuting or defending such suit. It shall be a defense to any action for advancement of expenses that the Corporation has not received both (i) an undertaking as required by law to repay such advances in the event it shall ultimately be determined that the standard of conduct has not been met and (ii) a written affirmation by the indemnitee of his good faith belief that the standard of conduct necessary for indemnification by the Corporation has been met. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard for indemnification set forth in the MGCL. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the MGCL, nor an actual determination by the Corporation

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(including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article 10 or otherwise shall be on the Corporation.

C. Non-Exclusivity. The rights to indemnification and to the advancement of expenses conferred in this Article 10 shall not be exclusive of any other right that any Person may have or hereafter acquire under any statute, these Articles, the Corporation’s Bylaws, any agreement, any vote of stockholders or the Board of Directors, or otherwise.

D. Insurance. The Corporation may maintain insurance, at its expense, to insure itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such Person against such expense, liability or loss under the MGCL.

E. Miscellaneous. The Corporation shall not be liable for any payment under this Article 10 in connection with a claim made by any indemnitee to the extent such indemnitee has otherwise actually received payment under any insurance policy, agreement, or otherwise, of the amounts otherwise indemnifiable hereunder. The rights to indemnification and to the advancement of expenses conferred in Sections A and B of this Article 10 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

F. Limitations Imposed by Federal Law. Notwithstanding any other provision set forth in this Article 10, in no event shall any payments made by the Corporation pursuant to this Article 10 exceed the amount permissible under applicable federal law, including, without limitation, Section 18(k) of the Federal Deposit Insurance Act and the regulations promulgated thereunder.

Any repeal or modification of this Article 10 shall not in any way diminish any rights to indemnification or advancement of expenses of such director or officer or the obligations of the Corporation arising hereunder with respect to events occurring, or claims made, while this Article 10 is in force.

ARTICLE 11. Limitation of Liability. An officer or director of the Corporation, as such, shall not be liable to the Corporation or its stockholders for money damages, except (A) to the extent that it is proved that the Person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received; or (B) to the extent that a judgment or other final adjudication adverse to the Person is entered in a proceeding based on a finding in the proceeding that the Person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding; or (C) to the extent otherwise provided by the

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MGCL. If the MGCL is amended to further eliminate or limit the personal liability of officers and directors, then the liability of officers and directors of the Corporation shall be eliminated or limited to the fullest extent permitted by the MGCL, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.

ARTICLE 12: Selection of Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the MGCL, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the State of Maryland, in all cases subject to the court’s having personal jurisdiction over the indispensible parties named as defendants. The provisions of this Article 12 shall not apply to claims arising under the federal securities laws. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article 12.

ARTICLE 13. Amendment of the Articles of Incorporation. The Corporation reserves the right to amend or repeal any provision contained in these Articles in the manner prescribed by the MGCL, including any amendment altering the terms or contract rights, as expressly set forth in these Articles, of any of the Corporation’s outstanding stock by classification, reclassification or otherwise, and no stockholder approval shall be required if the approval of stockholders is not required for the proposed amendment or repeal by the MGCL, and all rights conferred upon stockholders are granted subject to this reservation.

The Board of Directors, pursuant to a resolution approved by a majority of the Whole Board (rounded up to the nearest whole number), and without action by the stockholders, may amend these Articles to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.

No proposed amendment or repeal of any provision of these Articles shall be submitted to a stockholder vote unless the Board of Directors shall have (1) approved the proposed amendment or repeal, (2) determined that it is advisable, and (3) directed that it be submitted for consideration at either an annual or special meeting of the stockholders pursuant to a resolution approved by the Board of Directors. Any proposed amendment or repeal of any provision of these Articles may be abandoned by the Board of Directors at any time before its effective time upon the adoption of a resolution approved by a majority of the Whole Board (rounded up to the nearest whole number).

The amendment or repeal of any provision of these Articles shall be approved by at least two-thirds of all votes entitled to be cast by the holders of shares of capital stock of the Corporation entitled to vote on the matter (after giving due effect to the provisions of Article 5 of these Articles), except that the proposed amendment or repeal of any provision of these Articles

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need only be approved by the vote of a majority of all the votes entitled to be cast by the holders of shares of capital stock of the Corporation entitled to vote on the matter (after giving due effect to the provisions of Article 5 of these Articles) if the amendment or repeal of such provision is approved by the Board of Directors pursuant to a resolution approved by at least two-thirds of the Whole Board (rounded up to the nearest whole number).

Notwithstanding any other provision of these Articles or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock of the Corporation required by law or by these Articles, the affirmative vote of the holders of at least 80% of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (after giving effect to the provisions of Article 5), voting together as a single class, shall be required to amend or repeal this Article 13, Section C, D, E or F of Article 5, Article 7 (other than the removal of the list of initial directors), Article 8, Article 9, Article 10, Article 11 or Article 12.

ARTICLE 14. Name and Address of Incorporator. The name and mailing address of the sole incorporator are as follows:

Edward A. Quint

5335 Wisconsin Ave., N.W., Suite 780

Washington, D.C. 20015

[Remainder of Page Intentionally Left Blank]

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I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a corporation under the laws of the State of Maryland, do make, file and record these Articles of Incorporation, do certify that the facts herein stated are true, and, accordingly, have hereto set my hand this 8th day of March, 2021.

/s/ Edward A. Quint

Edward A. Quint

Incorporator

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EX-3.2

Exhibit 3.2

CULLMAN BANCORP, INC.

BYLAWS

ARTICLE I

STOCKHOLDERS

Section 1. Annual Meeting.

The Corporation shall hold an annual meeting of its stockholders to elect directors and to transact any other business within its powers, at such place, on such date and at such time as the Board of Directors shall fix. Failure to hold an annual meeting does not invalidate the Corporation’s existence or affect any otherwise valid corporate act.

Section 2. Special Meetings.

Special meetings of stockholders of the Corporation may be called by the President, the Chief Executive Officer, the Chairperson of the Board or by the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors that the Corporation would have if there were no vacancies on the Board of Directors (hereinafter the “Whole Board”). Special meetings of the stockholders shall be called by the Secretary at the request of stockholders only on the written request of stockholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting. Such written request shall state the purpose or purposes of the meeting and the matters proposed to be acted upon at the meeting, and shall be delivered at the principal office of the Corporation addressed to the President or the Secretary. The Secretary shall inform the stockholders who make the request of the reasonably estimated cost of preparing and mailing a notice of the meeting and, upon payment of these costs to the Corporation, notify each stockholder entitled to notice of the meeting. The Board of Directors shall have the sole power to fix (i) the record date for determining stockholders entitled to request a special meeting of stockholders and the record date for determining stockholders entitled to notice of and to vote at the special meeting and (ii) the date, time and place of the special meeting and the means of remote communication, if any, by which stockholders and proxy holders may be considered present in person and may vote at the special meeting.

Section 3. Notice of Meetings; Adjournment or Postponement.

Not less than 10 nor more than 90 days before each stockholders’ meeting, the Secretary shall give notice of the meeting in writing or by electronic transmission to each stockholder entitled to vote at the meeting and to each other stockholder entitled to notice of the meeting. The notice shall state the time and place of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at the meeting, and, if the meeting is a special meeting, or notice of the purpose is required by statute, the purpose of the meeting. Notice is given to a stockholder when it is personally delivered to the stockholder, left at the stockholder’s residence or usual place of business, mailed to the stockholder at his or her address as it appears on the records of the Corporation, or transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions. If the Corporation has

received a request from a stockholder that notice not be sent by electronic transmission, the Corporation may not provide notice to the stockholder by electronic transmission. Notwithstanding the foregoing provisions, each person who is entitled to notice waives notice if such person, before or after the meeting, delivers a written waiver or waiver by electronic transmission which is filed with the records of the stockholders’ meetings, or if such person is present at the meeting in person or by proxy.

A meeting of stockholders convened on the date for which it was called may be adjourned from time to time without further notice to a date not more than 120 days after the original record date. A meeting may be adjourned by a resolution adopted by a majority of the Whole Board or by the vote of a majority of the stockholders present at the meeting, whether or not a quorum is present at such meeting. At any adjourned meeting, any business may be transacted that might have been transacted at the original meeting.

A meeting of stockholders may be postponed to a date not more than 120 days after the original record date. A meeting may be postponed by a resolution adopted by a majority of the Whole Board. Notice of the date, time and place to which the meeting is postponed shall be given not less than ten days prior to such date and otherwise in the manner set forth in this Section 3. At any postponed meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled.

If a meeting shall be adjourned or postponed to a date not more than 120 days after the original record date, a new record date need not be established, and the original record date may be used for the purpose of determining which stockholders are entitled to notice of, and to vote at, the adjourned or postponed meeting. Any writing authorizing another person to act as proxy at a meeting of stockholders shall remain valid for use at any adjournment or postponement of such meeting unless such proxy is revoked or a later dated proxy is provided by such stockholder.

As used in these Bylaws, the term “electronic transmission” shall have the meaning given to such term by Section 1-101 of the Maryland General Corporation Law (the “MGCL”) or any successor provision.

Section 4. Quorum.

Unless the Articles of the Corporation provide otherwise, where a separate vote by a class or classes is required, a majority of the shares of such class or classes, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter.

If a quorum shall fail to attend any meeting, the chairperson of the meeting or the holders of a majority of the shares of stock who are present at the meeting, in person or by proxy, may, in accordance with Section 3 of this Article I, adjourn the meeting to another place, date or time.

Section 5. Organization and Conduct of Business.

The Chairperson of the Board of Directors or the Vice Chairperson of the Board, if any, or in their absence, the Chief Executive Officer, or in his or her absence, such other person as

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may be designated by a majority of the Whole Board, shall call to order any meeting of the stockholders and act as chairperson of the meeting. In the absence of the Secretary, the secretary of the meeting shall be such person as the chairperson of the meeting appoints. The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her to be in order.

Section 6. Advance Notice Provisions for Business to be Transacted at Annual Meetings and Elections of Directors.

(a) At any annual meeting of the stockholders, unless otherwise required by law, only such business shall be conducted as shall have been brought before the meeting: (i) as specified in the Corporation’s notice of the meeting; (ii) by or at the direction of the Board of Directors; or (iii) by any stockholder of the Corporation who (1) is a stockholder of record on the date such stockholder gives the notice provided for in this Section 6(a) and on the record date for the determination of stockholders entitled to vote at such annual meeting, and (2) complies with the notice procedures set forth in this Section 6(a). For business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of the immediately preceding sentence, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such business must otherwise be a proper matter for action by stockholders.

To be timely, a stockholder’s notice must be delivered or mailed to and received by the Secretary at the principal executive office of the Corporation not less than 90 days nor more than 100 days prior to the anniversary of the prior year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting is advanced more than 30 days prior to the anniversary of the prior year’s annual meeting of stockholders, such written notice shall be timely only if delivered or mailed to and received by the Secretary of the Corporation at the principal executive office of the Corporation no earlier than the day on which public disclosure of the date of such annual meeting is first made and not later than the tenth day following the earlier of the day notice of the meeting was mailed to stockholders or such public disclosure was made.

With respect to the first annual meeting of stockholders of the Corporation following the Corporation becoming the sole stockholder of Cullman Savings Bank, notice by the stockholder shall be timely if delivered or mailed to and received by the Secretary of the Corporation not later than the close of business on the later of (i) the 100th day prior to the date of the annual meeting and (ii) the 10th day following the day on which public disclosure of the date of the annual meeting is first made.

The advance notice periods provided in this paragraph, once established by the initial notice or public disclosure of a date for the annual meeting of stockholders, shall remain in effect regardless of whether a subsequent notice or public disclosure shall provide that the meeting shall have been adjourned or that the date of the meeting shall have been postponed or otherwise changed from the date provided in the initial notice or public disclosure.

A stockholder’s notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be

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brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address of such stockholder as they appear on the Corporation’s books and of the beneficial owner, if any, on whose behalf the proposal is made; (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder and such beneficial owner; (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business; and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

Notwithstanding anything in these Bylaws to the contrary, no business shall be brought before or conducted at an annual meeting except in accordance with the provisions of this Section 6(a). The chairperson of the meeting shall, if the facts so warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 6(a) and, if he or she should so determine, he or she shall so declare to the meeting and any such business so determined to be not properly brought before the meeting shall not be transacted.

At any special meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting pursuant to the Corporation’s notice of the meeting.

(b) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders at which directors are to be elected only: (i) by or at the direction of the Board of Directors; or (ii) by any stockholder of the Corporation who (1) is a stockholder of record on the date such stockholder gives the notice provided for in this Section 6(b) and on the record date for the determination of stockholders entitled to vote at such meeting, and (2) complies with the notice procedures set forth in this Section 6(b). Such nominations, other than those made by or at the direction of the Board of Directors, shall be made by timely notice in writing to the Secretary of the Corporation.

To be timely, a stockholder’s notice must be delivered or mailed to and received by the Secretary at the principal executive office of the Corporation not less than 90 days nor more than 100 days prior to the anniversary of the prior year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting is advanced more than 30 days prior to the anniversary of the prior year’s annual meeting of stockholders, such written notice shall be timely only if delivered or mailed to and received by the Secretary of the Corporation at the principal executive office of the Corporation no earlier than the day on which public disclosure of the date of such annual meeting is first made and not later than the tenth day following the earlier of the day notice of the meeting was mailed to stockholders or such public disclosure was made.

With respect to the first annual meeting of stockholders of the Corporation following the Corporation becoming the sole stockholder of Cullman Savings Bank, notice by the stockholder shall be timely if delivered or mailed to and received by the Secretary of the Corporation not later than the close of business on the later of (i) the 100th day prior to the date of the annual

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meeting and (ii) the 10th day following the day on which public disclosure of the date of the annual meeting is first made.

The advance notice periods provided in this paragraph, once established by the initial notice or public disclosure of a date for the annual meeting of stockholders, shall remain in effect regardless of whether a subsequent notice or public disclosure shall provide that the meeting shall have been adjourned or that the date of the meeting shall have been postponed or otherwise changed from the date provided in the initial notice or public disclosure.

A stockholder’s notice must be in writing and set forth (a) as to each person whom the stockholder proposes to nominate for election as a director, (i) all information relating to such person that would indicate such person’s qualification to serve on the Board of Directors of the Corporation; (ii) an affidavit that such person would not be disqualified under the provisions of Article II, Section 12 of these Bylaws; (iii) such information relating to such person that is required to be disclosed in connection with solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor rule or regulation; and (iv) a written consent of each proposed nominee to be named as a nominee and to serve as a director if elected; and (b) as to the stockholder giving the notice: (i) the name and address of such stockholder as they appear on the Corporation’s books and of the beneficial owner, if any, on whose behalf the nomination is made; (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder and such beneficial owner; (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder; (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act or any successor rule or regulation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of this Section 6(b). The chairperson of the meeting shall, if the facts so warrant, determine that a nomination was not made in accordance with such provisions and, if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded.

(c) For purposes of subsections (a) and (b) of this Section 6, the term “public disclosure” shall mean disclosure (i) in a press release issued through a nationally recognized news service, (ii) in a document publicly filed or furnished by the Corporation with the U.S. Securities and Exchange Commission or (iii) on a website maintained by the Corporation. The timely notice requirements provided in subsections (a) and (b) of this Section 6 shall apply to all stockholder nominations for election as a director and all stockholder proposals for business to be conducted at an annual meeting regardless of whether such proposal is submitted for inclusion in the Corporation’s proxy materials pursuant to Rule 14a-8 of Regulation 14A under the Exchange Act.

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Section 7. Proxies and Voting.

Unless the Articles of the Corporation provide for a greater or lesser number of votes per share or limits or denies voting rights, each outstanding share of stock, regardless of class, is entitled to one vote on each matter submitted to a vote at a meeting of stockholders; however, a share is not entitled to be voted if any installment payable on it is overdue and unpaid. In all elections for directors, directors shall be determined by a plurality of the votes cast, and except as otherwise required by law or as provided in the Articles of the Corporation, all other matters voted on by stockholders shall be determined by a majority of the votes cast on the matter.

A stockholder may vote the stock the stockholder owns of record either in person or by proxy. A stockholder may sign a writing authorizing another person to act as proxy. Signing may be accomplished by the stockholder or the stockholder’s authorized agent signing the writing or causing the stockholder’s signature to be affixed to the writing by any reasonable means, including facsimile signature. A stockholder may authorize another person to act as proxy by transmitting, or authorizing the transmission of, an authorization for the person to act as the proxy to the person authorized to act as proxy or to any other person authorized to receive the proxy authorization on behalf of the person authorized to act as the proxy, including a proxy solicitation firm or proxy support service organization. The authorization may be transmitted by a telegram, cablegram, datagram, electronic mail or any other electronic or telephonic means. Unless a proxy provides otherwise, it is not valid more than 11 months after its date. A proxy is revocable by a stockholder at any time without condition or qualification unless the proxy states that it is irrevocable and the proxy is coupled with an interest. A proxy may be made irrevocable for as long as it is coupled with an interest. The interest with which a proxy may be coupled includes an interest in the stock to be voted under the proxy or another general interest in the Corporation or its assets or liabilities.

Section 8. Conduct of Voting

The Board of Directors shall, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, to act at the meeting or any adjournment thereof and make a written report thereof, in accordance with applicable law. If one or more inspectors are not so elected, the chairperson of the meeting shall make such appointment at the meeting of stockholders. At all meetings of stockholders, the proxies and ballots shall be received, and all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided or determined by the inspector of election. All voting, including on the election of directors but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or his or her proxy or the chairperson of the meeting, a written vote shall be taken. Every written vote shall be taken by ballot, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. No candidate for election as a director at a meeting shall serve as an inspector at such meeting.

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Section 9. Control Share Acquisition Act.

Notwithstanding any other provision of the Articles of the Corporation or these Bylaws, Title 3, Subtitle 7 of the MGCL (or any successor statute) shall not apply to any acquisition by any person of shares of stock of the Corporation. This Section 9 may be repealed by a majority of the Whole Board, in whole or in part, at any time, whether before or after an acquisition of Control Shares (as defined in Section 3-701(d) of the MGCL, or any successor provision) and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent Control Share Acquisition (as defined in Section 3-701(d) of the MGCL, or any successor provision).

ARTICLE II

BOARD OF DIRECTORS

Section 1. General Powers, Number and Term of Office.

The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. The number of directors of the Corporation shall, by virtue of the Corporation’s election made hereby to be governed by Section 3-804(b) of the MGCL, be fixed from time to time exclusively by vote of the Board of Directors; provided, however, that such number shall never be less than the minimum number of directors required by the MGCL now or hereafter in force. The Board of Directors shall annually elect a Chairperson of the Board from among its members and shall designate the Chairperson of the Board or his or her designee to preside at its meetings. The Board of Directors may also annually elect a Vice Chairperson. In the absence of the Chairperson of the Board, the Vice Chairperson of the Board shall preside at the meetings of the Board of Directors, and in his or her absence such other person as may be designated by a majority of the Whole Board shall preside at the meetings of the Board of Directors.

The directors, other than those who may be elected by the holders of any series of preferred stock of the Corporation, shall be divided into three classes, as nearly equal in number as reasonably possible, with the term of office of the first class to expire at the first annual meeting of stockholders, the term of office of the second class to expire at the annual meeting of stockholders one year thereafter and the term of office of the third class to expire at the annual meeting of stockholders two years thereafter, with each director to hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders, commencing with the first annual meeting, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election or for such shorter period of time as the Board of Directors may determine, with each director to hold office until his or her successor shall have been duly elected and qualified.

Section 2. Vacancies and Newly Created Directorships.

By virtue of the Corporation’s election made hereby to be subject to Section 3-804(c) of the MGCL, any vacancies in the Board of Directors resulting from an increase in the size of the Board of Directors or the death, resignation or removal of a director may be filled only by the

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affirmative vote of two-thirds of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until a successor is elected and qualifies. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Section 3. Regular Meetings.

Regular meetings of the Board of Directors shall be held at such place or places or by means of remote communication, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required. Any regular meeting of the Board of Directors may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement.

Section 4. Special Meetings.

Special meetings of the Board of Directors may be called by one-third (1/3) of the directors then in office (rounded up to the nearest whole number), by the Chairperson of the Board, by the Vice Chairperson of the Board or by the Chief Executive Officer, and shall be held at such place or by means of remote communication, on such date, and at such time as they or he or she shall fix. Notice of the place, date, and time of each such special meeting shall be given to each director who has not waived notice by mailing and post-marking written notice not less than five days before the meeting, or by facsimile or other electronic transmission of the same not less than 24 hours before the meeting. Any director may waive notice of any special meeting, either before or after such meeting, by delivering a written waiver or a waiver by electronic transmission that is filed with the records of the meeting. Attendance of a director at a special meeting shall constitute a waiver of notice of such meeting, except where the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted nor the purpose of any special meeting of the Board of Directors need be specified in the notice of such meeting. Any special meeting of the Board of Directors may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement.

Section 5. Quorum.

At any meeting of the Board of Directors, a majority of the Whole Board shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof.

Section 6. Participation in Meetings By Conference Telephone.

Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at such meeting.

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Section 7. Conduct of Business.

At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided in these Bylaws or the Corporation’s Articles or required by law. Action may be taken by the Board of Directors without a meeting if a unanimous consent which sets forth the action is given in writing or by electronic transmission by each member of the Board of Directors and filed in paper or electronic form with the minutes of proceedings of the Board of Directors.

Section 8. Powers.

All powers of the Corporation may be exercised by or under the authority of the Board of Directors except as provided by the Articles of Incorporation of the Corporation. Consistent with the foregoing, the Board of Directors shall have, among other powers, the unqualified power:

(i) To declare dividends from time to time in accordance with law;

(ii) To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine;

(iii) To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all things necessary in connection therewith;

(iv) To remove any officer of the Corporation with or without cause, and from time to time to devolve the powers and duties of any officer upon any other person for the time being;

(v) To confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers, employees and agents;

(vi) To adopt from time to time such stock, option, stock purchase, bonus or other compensation plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine;

(vii) To adopt from time to time such insurance, retirement, and other benefit plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; and

(viii) To adopt from time to time regulations, not inconsistent with these Bylaws, for the management of the Corporation’s business and affairs.

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Section 9. Compensation of Directors.

Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors.

Section 10. Resignation.

Any director may resign at any time by giving written notice of such resignation to the President or the Secretary at the principal office of the Corporation. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof.

Section 11. Presumption of Assent.

A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to such action unless such director announces his or her dissent at the meeting and (a) such director’s dissent is entered in the minutes of the meeting, (b) such director files his or her written dissent to such action with the secretary of the meeting before the adjournment thereof, or (c) such director forwards his or her written dissent within 24 hours after the meeting is adjourned, by certified mail, return receipt requested, bearing a postmark from the United States Postal Service, to the secretary of the meeting or the Secretary of the Corporation. Such right to dissent shall not apply to a director who voted in favor of such action or failed to make his or her dissent known at the meeting.

Section 12. Director Qualifications

(a) No person shall be eligible for election or appointment to the Board of Directors: (i) if a financial or securities regulatory agency has, within the past ten years, issued a cease and desist, consent or other formal order, other than a civil money penalty, against such person, which order is subject to public disclosure by such agency; (ii) if such person has been convicted of a crime involving dishonesty or breach of trust which is punishable by imprisonment for a term exceeding one year under state or federal law; (iii) if such person is currently charged in any information, indictment, or other complaint with the commission of or participation in such a crime; or (iv) other than the persons appointed as directors in connection with the formation of the Corporation and other than persons who are also executive officers of the Corporation or of the Corporation’s banking subsidiary, Cullman Savings Bank, if such person did not, at the time of his or her first election or appointment to the Board of Directors, maintain his or her principal residence (as determined by reference to such person’s most recent tax returns, copies of which shall be provided to the Corporation for the sole purpose of determining compliance with this clause (iv)) within the State of Alabama. No person may serve on the Board of Directors if such person is: (w) at the same time, a director, officer, employee or 10% or more stockholder of a bank, savings institution, credit union, mortgage banking company, consumer loan company or similar organization, other than a subsidiary of the Corporation, that engages in financial services related business activities or solicits customers, whether through a physical presence or electronically, in the same market area as the Corporation or any of its subsidiaries; (x) does not agree in writing to comply with all of the Corporation’s policies applicable to directors including

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but not limited to its confidentiality policy and confirm in writing his or her qualifications hereunder; (y) is a party to any agreement, understanding or arrangement with a party other than the Corporation or a subsidiary that (1) provides him or her with material benefits which are tied to or contingent on the Corporation entering into a merger, sale of control or similar transaction in which it is not the surviving institution, (2) materially limits his or her voting discretion as a member of the Board of Directors of the Corporation, or (3) materially impairs his or her ability to discharge his or her fiduciary duties with respect to the fundamental strategic direction of the Corporation; or (z) has lost more than one election for service as a director of the Corporation.

(b) No person aged seventy (70) or older shall be eligible for election, reelection, appointment, or reappointment to the Board of Directors of the Corporation.

(c) The Board of Directors shall have the power to construe and apply the provisions of this Section 12 and to make all determinations necessary or desirable to implement such provisions.

Section 13. Attendance at Board Meetings.

The Board of Directors shall have the right to remove any director from the board upon a director’s unexcused absence from (i) three consecutive regularly scheduled meetings of the Board of Directors, or (ii) three regularly scheduled meetings of the Board of Directors in any fiscal year of the Corporation.

ARTICLE III

COMMITTEES

Section 1. Committees of the Board of Directors.

(a) General Provisions. The Board of Directors may appoint from among its members an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and such other committees as the Board of Directors deems necessary or desirable. The Board of Directors may delegate to any committee so appointed any of the powers and authorities of the Board of Directors to the fullest extent permitted by the MGCL and any other applicable law.

(b) Composition. Each committee shall be composed of one or more directors or any other number of members specified in these Bylaws or required by applicable regulations or stock exchange rules. The Chairperson of the Board may recommend committees, committee memberships, and committee chairs to the Board of Directors. The Board of Directors shall have the power at any time to appoint the chairperson and the members of any committee, change the membership of any committee, to fill all vacancies on committees, to designate alternate members to replace or act in the place of any absent or disqualified member of a committee, or to dissolve any committee. A member of a committee may resign from that committee at any time by giving written notice of such resignation to the Chairperson of the Board. Unless otherwise specified therein, such resignation from the committee shall take effect upon receipt thereof.

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(c) Issuance of Stock. If the Board of Directors has given general authorization for the issuance of stock providing for or establishing a method or procedure for determining the maximum number of shares to be issued, a committee of the Board of Directors, in accordance with that general authorization or any stock option or other plan or program adopted by the Board of Directors, may authorize or fix the terms of stock subject to classification or reclassification and the terms on which any stock may be issued, including all terms and conditions required or permitted to be established or authorized by the Board of Directors. Any committee so designated may exercise the power and authority of the Board of Directors if the resolution that designated the committee or a supplemental resolution of the Board of Directors shall so provide.

Section 2. Conduct of Business.

Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if a unanimous consent which sets forth the action is given in writing or by electronic transmission by each member of the committee and filed in paper or electronic form with the minutes of the proceedings of such committee. The members of any committee may conduct any meeting thereof by conference telephone or other communications equipment in accordance with the provisions of Section 6 of Article II.

ARTICLE IV

OFFICERS

Section 1. Generally.

(a) The Board of Directors as soon as may be practicable after the annual meeting of stockholders shall choose a Chairperson of the Board, Chief Executive Officer, President, one or more Vice Presidents, a Secretary and a Chief Financial Officer/Treasurer and from time to time may choose such other officers as it may deem proper. Any number of offices may be held by the same person, except that no person may concurrently serve as both President and Vice President of the Corporation.

(b) The term of office of all officers shall be until the next annual election of officers and until their respective successors are chosen, but any officer may be removed from office at any time by the affirmative vote of a majority of the Whole Board.

(c) All officers chosen by the Board of Directors shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof.

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Section 2. Chairperson of the Board of Directors.

The Chairperson of the Board of Directors of the Corporation shall perform all duties and have all powers which are commonly incident to the office of Chairperson of the Board or which are delegated to him or her by the Board of Directors. He or she shall have power to sign all stock certificates, contracts and other instruments of the Corporation that are authorized.

Section 3. Vice Chairperson of the Board of Directors.

If appointed, the Vice Chairperson of the Board of Directors of the Corporation shall perform all duties and have all powers which are commonly incident to the office of Chairperson of the Board, with such duties to be performed and powers to be held in the absence of the Chairperson of the Board, or which are delegated to him or her by the Board of Directors.

Section 4. Chief Executive Officer.

The Chief Executive Officer, subject to the control of the Board of Directors, shall serve in general executive capacity and have general power over the management and oversight of the administration and operation of the Corporation’s business and general supervisory power and authority over its policies and affairs. The Chief Executive Officer shall see that all orders and resolutions of the Board of Directors and of any committee thereof are carried into effect.

Section 5. President.

The President shall perform the duties of the Chief Executive Officer in the Chief Executive Officer’s absence or during his or her disability to act. In addition, the President shall perform the duties and exercise the powers usually incident to their respective office and/or such other duties and powers as may be properly assigned to the President from time to time by the Board of Directors, the Chairperson of the Board or the Chief Executive Officer.

Section 6. Vice President.

The Vice President or Vice Presidents (including Executive Vice Presidents or other levels of Vice President designated by the Board of Directors), if any, shall perform the duties of the Chief Executive Officer in the absence of both the Chief Executive Officer and the President, or during their disability to act. In addition, the Vice Presidents shall perform the duties and exercise the powers usually incident to their respective office and/or such other duties and powers as may be properly assigned to the Vice Presidents from time to time by the Board of Directors, the Chairperson of the Board or the Chief Executive Officer.

Section 7. Secretary.

The Secretary or an Assistant Secretary shall issue notices of meetings, shall keep the minutes of meetings, shall have charge of the seal and the corporate books, shall perform such other duties and exercise such other powers as are usually incident to such offices and/or such other duties and powers as are properly assigned thereto by the Board of Directors, the Chairperson of the Board or the Chief Executive Officer.

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Section 8. Chief Financial Officer/Treasurer.

The Chief Financial Officer/Treasurer shall have charge of all monies and securities of the Corporation, other than monies and securities of any division of the Corporation that has a treasurer or financial officer appointed by the Board of Directors, and shall keep regular books of account. The funds of the Corporation shall be deposited in the name of the Corporation by the Chief Financial Officer/Treasurer with such banks or trust companies or other entities as the Board of Directors from time to time shall designate. The Chief Financial Officer/Treasurer shall sign or countersign such instruments as require his or her signature, shall perform all such duties and have all such powers as are usually incident to such office and/or such other duties and powers as are properly assigned to him or her by the Board of Directors, the Chairperson of the Board or the Chief Executive Officer, and may be required to give bond for the faithful performance of his or her duties in such sum and with such surety as may be required by the Board of Directors.

Section 9. Other Officers.

The Board of Directors may designate and fill such other offices in its discretion and the persons holding such other offices shall have such powers and shall perform such duties as the Board of Directors or Chief Executive Officer may from time to time assign.

Section 10. Action with Respect to Securities of Other Corporations

Stock of other corporations or associations, registered in the name of the Corporation, may be voted by the Chief Executive Officer, the President, a Vice President, or a proxy appointed by either of them. The Board of Directors, however, may by resolution appoint some other person to vote such shares, in which case such person shall be entitled to vote such shares upon the production of a certified copy of such resolution.

ARTICLE V

STOCK

Section 1. Certificates of Stock.

The Board of Directors may determine to issue certificated or uncertificated shares of capital stock and other securities of the Corporation. For certificated stock, each stockholder is entitled to certificates which represent and certify the shares of stock he or she holds in the Corporation. Each stock certificate shall include on its face the name of the Corporation, the name of the stockholder or other person to whom it is issued, and the class of stock and number of shares it represents. It shall also include on its face or back (a) a statement of any restrictions on transferability and a statement of the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the stock of each class which the Corporation is authorized to issue, of the differences in the relative rights and preferences between the shares of each series of preferred stock which the Corporation is authorized to issue, to the extent they have been set, and of the authority of the Board of Directors to set the relative rights and preferences of subsequent series of preferred stock or (b) a statement which provides in substance that the Corporation will furnish a full statement of such information to any stockholder on request and without charge.

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Such request may be made to the Secretary or to the Corporation’s transfer agent. Upon the issuance of uncertificated shares of capital stock, the Corporation shall send the stockholder a written statement of the same information required above with respect to stock certificates. Each stock certificate shall be in such form, not inconsistent with law or with the Corporation’s Articles, as shall be approved by the Board of Directors or any officer or officers designated for such purpose by resolution of the Board of Directors. Each stock certificate shall be signed by the Chairperson of the Board, the President, or a Vice-President, and countersigned by the Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer. Each certificate may be sealed with the actual corporate seal or a facsimile of it or in any other form and the signatures may be either manual or facsimile signatures. A certificate is valid and may be issued whether or not an officer who signed it is still an officer when it is issued. A certificate may not be issued until the stock represented by it is fully paid.

Section 2. Transfers of Stock.

Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of Article V of these Bylaws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

Section 3. Record Dates or Closing of Transfer Books.

The Board of Directors may, and shall have the power to, set a record date or direct that the stock transfer books be closed for a stated period for the purpose of making any proper determination with respect to stockholders, including which stockholders are entitled to notice of a meeting, vote at a meeting, receive a dividend, or be allotted other rights. The record date may not be prior to the close of business on the day the record date is fixed nor, subject to Section 3 of Article I of these Bylaws, more than 90 days before the date on which the action requiring the determination will be taken; the transfer books may not be closed for a period longer than 20 days; and, in the case of a meeting of stockholders, the record date or the closing of the transfer books shall be at least ten days before the date of the meeting. Any shares of the Corporation’s own stock acquired by the Corporation between the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders and the time of the meeting may be voted at the meeting by the holder of record as of the record date and shall be counted in determining the total number of outstanding shares entitled to be voted at the meeting.

Section 4. Lost, Stolen or Destroyed Certificates.

The Board of Directors of the Corporation may determine the conditions for issuing a new stock certificate in place of one which is alleged to have been lost, stolen, or destroyed, or the Board of Directors may delegate such power to any officer or officers of the Corporation or to the transfer agent designated to transfer shares of the stock of the Corporation. In their discretion, the Board of Directors or such officer or officers may require the owner of the certificate to give a bond, with sufficient surety, to indemnify the Corporation against any loss or claim arising as a result of the issuance of a new certificate. In their discretion, the Board of

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Directors or such officer or officers may refuse to issue such new certificate without the order of a court having jurisdiction over the matter.

Section 5. Stock Ledger.

The Corporation shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class which the stockholder holds. The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. The original or a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular class of stock or, if none, at the principal executive office of the Corporation.

Section 6. Regulations.

The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VI

MISCELLANEOUS

Section 1. Facsimile Signatures.

In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

Section 2. Corporate Seal.

The Board of Directors may provide a suitable seal, bearing the name of the Corporation, which shall be in the charge of the Secretary. The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof. If the Corporation is required to place its corporate seal to a document, it is sufficient to meet the requirement of any law, rule, or regulation relating to a corporate seal to place the word “(seal)” adjacent to the signature of the person authorized to sign the document on behalf of the Corporation.

Section 3. Books and Records.

The Corporation shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of its stockholders and Board of Directors and of any committee when exercising any of the powers of the Board of Directors. The books and records of the Corporation may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. Minutes shall be recorded in written form but may be maintained in the form of a reproduction. The original or a certified copy of these Bylaws shall be kept at the principal office of the Corporation.

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Section 4. Reliance upon Books, Reports and Records.

Each director, each member of any committee designated by the Board of Directors, and each officer and agent of the Corporation shall, in the performance of his or her duties, in addition to any protections conferred upon him or her by law, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director, committee member, officer or agent reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 5. Fiscal Year.

The fiscal year of the Corporation shall commence on the first day of January and end on the last day of December in each year.

Section 6. Time Periods.

In applying any provision of these Bylaws that requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.

Section 7. Checks, Drafts, Etc.

All checks, drafts and orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the Corporation, shall be signed by any officer, employee or agent of the Corporation that is authorized by the Board of Directors.

Section 8. Mail.

Any notice or other document that is required by these Bylaws to be mailed shall be deposited in the United States mail, postage prepaid.

Section 9. Contracts and Agreements.

To the extent permitted by applicable law, and except as otherwise prescribed by the Articles or these Bylaws, the Board of Directors may authorize any officer, employee or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. A person who holds more than one office in the Corporation may not act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer.

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ARTICLE VII

AMENDMENTS

These Bylaws may be adopted, amended or repealed as provided in the Articles of the Corporation.

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EX-4

Exhibit 4

NO. CULLMAN BANCORP, INC.   INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND Shares

CUSIP:____________

SEE REVERSE SIDE FOR

CERTAIN DEFINITIONS

AND RESTRICTIONS

THIS CERTIFIES that is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE

The shares evidenced by this certificate are transferable only on the books of Cullman Bancorp, Inc. by the holder hereof, in person or by attorney, upon surrender of this certificate properly endorsed. The interest in Cullman Bancorp, Inc. evidenced by this certificate may not be retired or withdrawn except as provided in the Articles of Incorporation and Bylaws of Cullman Bancorp, Inc.

THE CAPITAL STOCK EVIDENCED BY THIS CERTIFICATE IS NOT AN ACCOUNT OF AN INSURABLE TYPE AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

IN WITNESS WHEREOF, Cullman Bancorp, Inc. has caused this certificate to be executed by the facsimile signatures of its duly authorized officers and has caused a facsimile of its seal to be hereunto affixed.

Dated:

By:		[SEAL]	By:
	ROBIN O’BERRY			JOHN A. RILEY, III
	CORPORATE SECRETARY			PRESIDENT AND CHIEF EXECUTIVE OFFICER

The Board of Directors of Cullman Bancorp, Inc. (the “Company”) is authorized by resolution or resolutions, from time to time adopted, to provide for the issuance of more than one class of stock, including preferred stock in series, and to fix and state the voting powers, designations, preferences, limitations and restrictions thereof. The Company will furnish to any stockholder upon request and without charge a full description of each class of stock and any series thereof.

The shares represented by this certificate are subject to a limitation contained in the Articles of Incorporation to the effect that in no event shall any record owner of any outstanding shares of common stock that is beneficially owned, directly or indirectly, by a person who beneficially owns in excess of 10% of the outstanding shares of common stock (the “Limit”) be entitled or permitted to any vote in respect of shares held in excess of the Limit.

The shares represented by this certificate may not be cumulatively voted on any matter. The Articles of Incorporation require that, with limited exceptions, no amendment, addition, alteration, change or repeal of the Articles of Incorporation shall be made, unless such is first approved by the Board of Directors of the Company and approved by the stockholders by a majority of the total shares entitled to vote, or in certain circumstances approved by the affirmative vote of up to 80% of the shares entitled to vote.

The following abbreviations when used in the inscription on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM	- as tenants in common	UNIF GIFT MIN ACT	- _________ Custodian __________
			(Cust)                                 (Minor)
TEN ENT	- as tenants by the entireties
			Under Uniform Gifts to Minors Act
JT TEN	- as joint tenants with right
	of survivorship and not as
	tenants in common		(State)

Additional abbreviations may also be used though not in the above list

For value received,                                                           hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER

(please print or typewrite name and address including postal zip code of assignee)

                                                                                                                                        Shares of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ____________________________________________________ Attorney to transfer the said shares on the books of the within named corporation with full power of substitution in the premises.

Dated,                                              

In the presence of   Signature:  

NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME OF THE STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER. THE SIGNATURE SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS ASSOCIATIONS, AND CREDIT UNIONS) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO SEC RULE 17Ad-15.

EX-5

Exhibit 5

LUSE GORMAN, PC

ATTORNEYS AT LAW

5335 Wisconsin Avenue, NW, Suite 780

Washington, D.C. 20015

—————

Telephone (202) 274-2000

Facsimile (202) 362-2902

www.luselaw.com

WRITER’S DIRECT DIAL NUMBER

(202) 274-2000

March 12, 2021

Board of Directors

Cullman Bancorp, Inc.

316 Second Avenue SW

Cullman, Alabama 35055

Re: Cullman Bancorp, Inc.

Common Stock, Par Value $0.01 Per Share

Members of the Board:

You have requested the opinion of this firm as to certain matters in connection with the offer and sale of the shares of common stock, par value $0.01 per share (“Common Stock”), of Cullman Bancorp, Inc. (the “Company”). We have reviewed the Company’s Articles of Incorporation and its Registration Statement on Form S-1 (the “Form S-1”), the Plan of Conversion and Reorganization of Cullman Savings Bank, MHC (the “Plan”), as well as applicable statutes and regulations governing the Company and the offer and sale of the Common Stock. The opinion expressed below is limited to the laws of the State of Maryland (which includes applicable provisions of the Maryland General Corporation Law, the Maryland Constitution and reported judicial decisions interpreting the Maryland General Corporation Law and the Maryland Constitution).

We are of the opinion that upon the declaration of effectiveness of the Form S-1, the Common Stock, when issued and sold in accordance with the Plan, will be legally issued, fully paid and non-assessable.

We hereby consent to our firm being referenced under the caption “Legal Matters” and to the filing of this opinion as an exhibit to the Form S-1. By giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

Very truly yours,

/s/ LUSE GORMAN, PC

LUSE GORMAN, PC

EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is made effective as of [                    ], 2021 (the “Effective Date”), by and between Cullman Savings Bank, a federally chartered savings bank (the “Bank”) and John A. Riley, III (the “Executive”). The Bank and Executive are sometimes collectively referred to herein as the “parties.” Any reference to the “Company” shall mean Cullman Bancorp, Inc., the newly formed holding company of the Bank. The Company is a signatory to this Agreement for the purpose of guaranteeing the Bank’s performance hereunder.

WITNESSETH

WHEREAS, Executive is currently employed as President and Chief Executive Officer of the Bank;

WHEREAS, in connection with the conversion of Cullman Savings Bank, MHC from the mutual holding company to the stock holding company form of organization (the “Second-Step Conversion”) and the related offering of shares of common stock by the Company, a newly formed Maryland-chartered stock holding company which will serve as the new holding company of the Bank upon completion of the Second-Step Conversion, the Bank desires to assure itself of the continued availability of the Executive’s services as provided in this Agreement; and

WHEREAS, the Executive is willing to serve the Bank on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the terms and conditions hereinafter provided, the parties hereby agree as follows:

1. POSITION AND RESPONSIBILITIES.

During the term of this Agreement Executive shall continue to serve as President and Chief Executive Officer, and will perform all duties and will have all powers that are generally incident to the office of the President and Chief Executive Officer. Without limiting the generality of the foregoing, Executive will be responsible for the overall management of the Bank, and will be responsible for establishing the business objectives, policies and strategic plans of the Bank in conjunction with the Board of Directors (the “Board”) of the Bank. Executive also will be responsible for providing leadership and direction to all departments or divisions of the Bank, and will be the primary contact between the Board and other officers and employees of the Bank. As President and Chief Executive Officer, Executive will report directly to the Board. Executive also agrees to serve, if elected, as an officer and director of any affiliate of the Bank.

2. TERM AND DUTIES.

(a) (a) Three Year Contract; Annual Renewal. The term of this Agreement shall commence as of the Effective Date and shall continue thereafter for a period of three (3) years.

Commencing on the first anniversary date of this Agreement (the “Anniversary Date”) and continuing on each Anniversary Date thereafter, the term of this Agreement shall renew for an additional year such that the remaining term of this Agreement is always between two (2) to three (3) years; provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least thirty (30) days prior to the Anniversary Date, conduct or review a comprehensive performance evaluation of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) prior to any Anniversary Date, such that this Agreement shall terminate at the end of twenty-four (24) months following such Anniversary Date. For avoidance of doubt, any extension to the Term will become the “Term” for purposes of this Agreement. Notwithstanding the foregoing, in the event that the Company or the Bank has entered into an agreement to effect a transaction which would be considered a Change in Control as defined below, then the term of this Agreement shall be extended and shall terminate thirty-six (36) months following the date on which the Change in Control occurs.

(b) Termination of Agreement. Notwithstanding anything contained in this Agreement to the contrary, either Executive or the Bank may terminate Executive’s employment with the Bank at any time during the term of this Agreement, subject to the terms and conditions of this Agreement.

(c) Continued Employment Following Expiration of Term. Nothing in this Agreement shall mandate or prohibit a continuation of Executive’s employment following the expiration of the term of this Agreement, upon such terms and conditions as the Bank and Executive may mutually agree.

(d) Duties; Membership on Other Boards. During the term of this Agreement, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence approved by the Board, Executive shall devote substantially all of his business time, attention, skill, and efforts to the faithful performance of his duties hereunder, including activities and services related to the organization, operation and management of the Bank; provided, however, that, Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, business companies or business or civic organizations, which, in the Board’s judgment, will not present any conflict of interest with the Bank, or materially affect the performance of Executive’s duties pursuant to this Agreement. Executive shall provide the Board of Directors annually for its approval a list of organizations for which the Executive acts as a director or officer.

3. COMPENSATION, BENEFITS AND REIMBURSEMENT.

(a) Base Salary. In consideration of Executive’s performance of the duties set forth in Section 2, the Bank shall provide Executive the compensation specified in this Agreement. The Bank shall pay Executive a salary of $250,000 per year (“Base Salary”). The Base Salary shall be payable biweekly, or with such other frequency as officers of the Bank are generally

2

paid. During the term of this Agreement, the Base Salary shall be reviewed at least annually by the Board or by a committee designated by the Board, and the Bank may increase, but not decrease (except for a decrease that is generally applicable to all employees) Executive’s Base Salary. Any increase in Base Salary shall become “Base Salary” for purposes of this Agreement.

(b) Bonus and Incentive Compensation. Executive shall be entitled to equitable participation in incentive compensation and bonuses in any plan or arrangement of the Bank or the Company in which Executive is eligible to participate. Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.

(c) Employee Benefits. The Bank shall provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or from which he was deriving benefit immediately prior to the commencement of the term of this Agreement, and the Bank shall not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites that would adversely affect Executive’s rights or benefits thereunder, except as to any changes that are applicable to all participating employees. Without limiting the generality of the foregoing provisions of this Section 3(c), Executive will be entitled to participate in and receive benefits under any employee benefit plans including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident insurance plans, medical coverage or any other employee benefit plan or arrangement made available by the Bank and/or the Company in the future to its senior executives, including any stock benefit plans, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements.

(d) Paid Time Off. Executive shall be entitled to paid vacation time each year during the term of this Agreement (measured on a fiscal or calendar year basis, in accordance with the Bank’s usual practices), as well as sick leave, holidays and other paid absences in accordance with the Bank’s policies and procedures for senior executives. Any unused paid time off during an annual period shall be treated in accordance with the Bank’s personnel policies as in effect from time to time.

(e) Expense Reimbursements. The Bank shall also pay or reimburse Executive for all reasonable travel, entertainment and other reasonable expenses incurred by Executive during the course of performing his obligations under this Agreement, including, without limitation, fees for memberships in such clubs and organizations as Executive and the Board shall mutually agree are necessary and appropriate in connection with the performance of his duties under this Agreement, upon presentation to the Bank of an itemized account of such expenses in such form as the Bank may reasonably require, provided that such payment or reimbursement shall be made as soon as practicable but in no event later than March 15 of the year following the year in which such right to such payment or reimbursement occurred.

4. PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.

(a) Upon the occurrence of an Event of Termination (as herein defined) during the term of this Agreement, the provisions of this Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in

3

Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an “Event of Termination’’ shall mean and include any one or more of the following:

(i) the involuntary termination of Executive’s employment hereunder by the Bank for any reason other than termination governed by Section 5 (in connection with or following a Change in Control), Section 6 (due to Disability or death), Section 7 (due to Retirement), or Section 8 (for Cause), provided that such termination constitutes a “Separation from Service” within the meaning of Section 409A of the Internal Revenue Code (“Code”); or

(ii) Executive’s resignation from the Bank’s employ upon any of the following, unless consented to by Executive:

(A) failure to appoint Executive to the position set forth in Section 1, or a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and responsibilities described in Section 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement by the Bank);

(B) a relocation of Executive’s principal place of employment to a location that is more than 25 miles from the location of the Bank’s principal executive offices as of the date of this Agreement;

(C) a material reduction in the benefits and perquisites, including Base Salary, to Executive from those being provided as of the Effective Date (except for any reduction that is part of a reduction in pay or benefits that is generally applicable to officers or employees of the Bank);

(D) a liquidation or dissolution of the Bank; or

(E) a material breach of this Agreement by the Bank.

Upon the occurrence of any event described in clause (ii) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed ninety (90) days) after the event giving rise to the right to elect, which termination by Executive shall be an Event of Termination. The Bank shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Bank may elect to waive said thirty (30) day period.

(b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum cash payment equal to three times the sum of (i) Executive’s highest annual rate of Base Salary paid to Executive at any time under this Agreement, plus (ii) the highest bonus paid to Executive with respect to the three

4

completed fiscal years prior to the year in which the Event of Termination occurs. Such payment shall be paid in a lump sum on the 30^th day following the Executive’s Separation from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits under this Section 4 unless and until (i) Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement (the “Release”), and (ii) the payments and benefits shall not begin before the date, Executive has signed (and not revoked) the Release and the Release has become irrevocable under the time period set forth under applicable law. The Release must be executed and become irrevocable by the 60^th day following the date of the Event of Termination, provided that if the 60-day period spans two (2) calendar years, then, to the extent necessary to comply with Code Section 409A, the payments and benefits described in this Section 4(b) will be paid, or commence, in the second calendar year.

(c) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions that would have been made on the Executive’s behalf under the Bank’s defined contribution plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Bank), as if Executive had continued working for the Bank for three full calendar years following the year in which the Event of Termination occurs, earning the salary that would have been achieved during such period. Such payments shall be paid in a lump sum within thirty (30) days of the Executive’s Separation from Service and shall not be reduced in the event Executive obtains other employment following the Event of Termination.

(d) Upon the occurrence of an Event of Termination, the Bank shall provide, at the Bank’s expense, for three full calendar years, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Bank employees. Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within ) business days of the Date of Termination, or if later, the date on which the Bank determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons.

(e) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed

5

by the Executive after the date of the Event of Termination (whether as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.

5. CHANGE IN CONTROL.

(a) Any payments made to Executive pursuant to this Section 5 are in lieu of any payments that may otherwise be owed to Executive pursuant to this Agreement under Section 4, such that Executive shall either receive payments pursuant to Section 4 or pursuant to Section 5, but not pursuant to both Sections.

(b) For purposes of this Agreement, the term “Change in Control” shall mean any of the following:

(i) A change in the ownership of the Company or Bank occurs on the date that any one person, or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the Company or Bank that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company or Bank.

(ii) A change in the effective control of the Company or Bank occurs on the date that either (A) any one person, or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vi)(D)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company or Bank possessing 30 percent or more of the total voting power of the stock of the Company or Bank, or (B) a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election, provided that this subsection “(B)” is inapplicable where a majority stockholder of the Company is another corporation.

(iii) A change in a substantial portion of the Company or Bank’s assets occurs on the date that any one person or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vii)(C)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company or Bank that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of (A) all of the assets of the Company or Bank, or (B) the value of the assets being disposed of, either of which is determined without regard to any liabilities associated with such assets. For all purposes hereunder, the definition of Change in Control shall be construed to be consistent with

6

the requirements of Treasury Regulation 1.409A-3(i)(5), except to the extent that such regulations are superseded by subsequent guidance.

Notwithstanding anything herein to the contrary, a Change in Control will not be deemed to have occurred for purposes of this Agreement in connection with the conversion of the Bank’s mutual holding company to the stock holding company form of organization reorganization and related stock offering.

(c) Upon the occurrence of a Change in Control followed within eighteen (18) months by an Event of Termination (as defined in Section 4 hereof), Executive, shall receive as severance pay or liquidated damages, or both, a lump sum cash payment equal to three times the sum of (i) Executive’s highest annual rate of Base Salary paid to Executive at any time under this Agreement, plus (ii) the highest bonus paid to Executive with respect to the three completed fiscal years prior to the Change in Control. Such payment shall be paid in a lump sum within ten (10) days of the Executive’s Separation from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination.

(d) Upon the occurrence of a Change in Control followed within eighteen (18) months by an Event of Termination (as defined in Section 4 hereof), the Bank shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions that would have been made on Executive’s behalf under the Bank’s defined contribution plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Bank), as if Executive had continued working for the Bank for three full calendar years following the year in which the Event of Termination occurs, earning the salary that would have been achieved during such period. Such payments shall be paid in a lump sum within ten (10) days of the Executive’s Separation from Service and shall not be reduced in the event Executive obtains other employment following the Event of Termination. If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under this sub-paragraph (c) or (d) of this Section 5 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.

(e) Upon the occurrence of a Change in Control followed within eighteen (18) months by an Event of Termination (as defined in Section 4 hereof), the Bank (or its successor) shall provide at the Bank’s (or its successor’s) expense, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to his termination, except to the extent such coverage may be changed in its application to all Bank employees and then the coverage provided to Executive shall be commensurate with such changed coverage. Such coverage shall cease thirty-six (36) months following the termination of Executive’s employment. Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably

7

estimated to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within) business days of the Date of Termination, or if later, the date on which the Bank determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons.

(f) Notwithstanding the preceding paragraphs of this Section 5, in the event that the aggregate payments or benefits to be made or afforded to Executive in the event of a Change in Control would be deemed to include an “excess parachute payment” under Section 280G of the Internal Revenue Code or any successor thereto, then such payments or benefits shall be reduced to an amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with Section 280G of the Code. In the event a reduction is necessary, then the cash severance payable by the Bank pursuant to Section 5 shall be reduced by the minimum amount necessary to result in no portion of the payments and benefits payable by the Bank under Section 5 being non-deductible to the Bank pursuant to Section 280G of the Code and subject to excise tax imposed under Section 4999 of the Code.

6. TERMINATION FOR DISABILITY OR DEATH.

(a) In the event of the Executive’s termination of employment based on disability during the term of this Agreement, the Executive shall be entitled to receive benefits under all short-term or long-term disability plans maintained by the Bank for its employees. Termination of Executive’s employment based on “disability” shall be construed to comply with Section 409A of the Internal Revenue Code.

(b) In the event of Executive’s death during the term of this Agreement, the Executive’s estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid any life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive.

7. TERMINATION UPON RETIREMENT.

Termination of Executive’s employment based on “Retirement” shall mean Executive’s voluntary termination of employment for any reason other than Good Reason, death or Disability, at any time after Executive reaches age 65 or in accordance with any retirement policy established by the Board with Executive’s consent as it applies to him. Upon termination of Executive based on Retirement, no amounts or benefits shall be due Executive under this Agreement, and Executive shall be entitled to all benefits under any retirement plan of the Bank and other plans to which Executive is a party.

8. TERMINATION FOR CAUSE.

(a) The Bank may terminate Executive’s employment at any time, but any termination other than termination for “Cause,” as defined herein, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for “Cause.” The term “Cause” as used herein, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more of the following events with respect to the Executive:

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(1) willful dishonesty in performing Executive’s duties on behalf of the Bank;

(2) material incompetence in performing Executive’s duties on behalf of the Bank;

(3) willful misconduct that in the judgment of the Board will likely cause economic damage to the Bank or injury to the business reputation of the Bank;

(4) breach of fiduciary duty involving personal profit;

(5) material breach of the Bank’s Code of Ethics;

(6) intentional failure to perform stated duties under this Agreement after written notice thereof from the Board;

(7) willful violation of any law, rule or regulation (other than traffic violations or similar offenses) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; or

(8) material breach by Executive of any provision of this Agreement.

Notwithstanding the foregoing, Cause shall not be deemed to exist unless there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. Upon a finding of Cause, the Board shall deliver to the Executive a Notice of Termination, as more fully described in Section 10 below.

(b) For purposes of this Section 8, no act or failure to act, on the part of Executive, shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Bank. Any act, or failure to act, based upon the direction of the Board or based upon the advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Bank.

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9. RESIGNATION FROM BOARDS OF DIRECTORS.

In the event of Executive’s termination of employment due to an Event of Termination, Executive’s service as a director of the Bank, the Company, and any affiliate of the Bank or the Company shall immediately terminate. This Section 9 shall constitute a resignation notice for such purposes.

10. NOTICE.

(a) Any purported termination by the Bank for Cause shall be communicated by Notice of Termination to Executive. If, within thirty (30) days after any Notice of Termination for Cause is given, Executive notifies the Bank that a dispute exists concerning the termination, the parties shall promptly proceed to arbitration, as provided in Section 20. Notwithstanding the pendency of any such dispute, the Bank shall discontinue paying Executive’s compensation until the dispute is finally resolved in accordance with this Agreement. If it is determined that Executive is entitled to compensation and benefits under Section 4 or 5, the payment of such compensation and benefits by the Bank shall commence immediately following the date of resolution by arbitration, with interest due Executive on the cash amount that would have been paid pending arbitration (at the prime rate as published in The Wall Street Journal from time to time).

(b) Any other purported termination by the Bank or by Executive shall be communicated by a “Notice of Termination” (as defined in Section 10(c)) to the other party. If, within thirty (30) days after any Notice of Termination is given, the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the parties shall promptly proceed to arbitration as provided in Section 20. Notwithstanding the pendency of any such dispute, the Bank shall continue to pay Executive his Base Salary, and other compensation and benefits in effect when the notice giving rise to the dispute was given (except as to termination of Executive for Cause); provided, however, that such payments and benefits shall not continue beyond the date that is 36 months from the date the Notice of Termination is given. In the event the voluntary termination by Executive of his employment is disputed by the Bank, and if it is determined in arbitration that Executive is not entitled to termination benefits pursuant to this Agreement, he shall return all cash payments made to him pending resolution by arbitration, with interest thereon at the prime rate as published in The Wall Street Journal from time to time, if it is determined in arbitration that Executive’s voluntary termination of employment was not taken in good faith and not in the reasonable belief that grounds existed for his voluntary termination. If it is determined that Executive is entitled to receive severance benefits under this Agreement, then any continuation of Base Salary and other compensation and benefits made to Executive under this Section 10 shall offset the amount of any severance benefits that are due to Executive under this Agreement.

(c) For purposes of this Agreement, a “Notice of Termination” shall mean a written notice that shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated.

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11. POST-TERMINATION OBLIGATIONS.

(a) One Year Non-Solicitation. Executive hereby covenants and agrees that, for a period of one year following his termination of employment with the Bank, he shall not, without the written consent of the Bank, either directly or indirectly:

(i) Executive hereby covenants and agrees that, for a period of one year following his termination of employment with the Bank, he shall not, without the written consent of the Bank, either directly or indirectly solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank or the Company, or any of their respective subsidiaries or affiliates, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank or the Company, or any of their direct or indirect subsidiaries or affiliates or has headquarters or offices within 25 miles of the locations in which the Bank or the Company has business operations or has filed an application for regulatory approval to establish an office, or

(ii) contact (with a view toward selling any product or service competitive with any product or service sold or proposed to be sold by the Company, the Bank, or any subsidiary of such entities) any person, firm, association or corporation (A) to which the Company, the Bank, or any subsidiary of such entities sold any product or service within thirty-six months of the Executive’s termination of employment, (B) which Executive solicited, contacted or otherwise dealt with on behalf of the Company, the Bank, or any subsidiary of such entities within one year of the Executive’s termination of employment, or (C) which Executive was otherwise aware was a client of the Company, the Bank, or any subsidiary of such entities at the time of termination of employment. Executive will not directly or indirectly make any such contact, either for his own benefit or for the benefit of any other person, firm, association, or corporation.

(b) Six Month Non-Competition. Executive hereby covenants and agrees that, for a period of six months following his termination of employment with the Bank, he shall not, without the written consent of the Bank, either directly or indirectly become an officer, employee, consultant, director, independent contractor, agent, sole proprietor, joint venturer, greater than 5% equity owner or stockholder, partner or trustee of any savings association, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other financial services entity or business that competes with the business of the Bank or its affiliates or has headquarters or offices within 25 miles of Cullman, Alabama. Notwithstanding the foregoing, this non-competition restriction shall not apply if Executive’s employment is terminated following a Change in Control or if the Bank terminates the Executive for a reason other than Cause (as defined in this Agreement).

(c) As used in this Agreement, “Confidential Information” means information belonging to the Bank which is of value to the Bank in the course of conducting its business and the disclosure of which could result in a competitive or other disadvantage to the Bank. Confidential Information includes, without limitation, financial information, reports, and

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forecasts; inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities) which have been discussed or considered by the management of the Bank. Confidential Information includes information developed by the Executive in the course of the Executive’s employment by the Bank, as well as other information to which the Executive may have access in connection with the Executive’s employment. Confidential Information also includes the confidential information of others with which the Bank has a business relationship. Notwithstanding the foregoing, Confidential Information does not include information in the public domain. The Executive understands and agrees that the Executive’s employment creates a relationship of confidence and trust between the Executive and the Bank with respect to all Confidential Information. At all times, both during the Executive’s employment with the Bank and after its termination, the Executive will keep in confidence and trust all such Confidential Information, and will not use or disclose any such Confidential Information without the written consent of the Bank, except as may be necessary in the ordinary course of performing the Executive’s duties to the Bank.

(d) Executive shall, upon reasonable notice, furnish such information and assistance to the Bank as may reasonably be required by the Bank, in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party; provided, however, that Executive shall not be required to provide information or assistance with respect to any litigation between the Executive and the Bank or any of its subsidiaries or affiliates.

(e) All payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with this Section 11. The parties hereto, recognizing that irreparable injury will result to the Bank, its business and property in the event of Executive’s breach of this Section 11, agree that, in the event of any such breach by Executive, the Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive and all persons acting for or with Executive. Executive represents and admits that Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank or the Company from pursuing any other remedies available to them for such breach or threatened breach, including the recovery of damages from Executive.

12. SOURCE OF PAYMENTS.

All payments provided in this Agreement shall be timely paid in cash or check from the general funds of the Bank. The Company may accede to this Agreement but only for the purposed of guaranteeing payment and provision of all amounts and benefits due hereunder to Executive.

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13. EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.

This Agreement contains the entire understanding between the parties hereto and supersedes any prior employment agreement between the Bank or any predecessor of the Bank and Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement.

14. NO ATTACHMENT; BINDING ON SUCCESSORS.

(a) Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation, or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void, and of no effect.

(b) This Agreement shall be binding upon, and inure to the benefit of, Executive and the Bank and their respective successors and assigns.

15. MODIFICATION AND WAIVER.

(a) This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.

(b) No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future as to any act other than that specifically waived.

16. REQUIRED PROVISIONS.

(a) The Bank may terminate Executive’s employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause.

(b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended.

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(c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected.

(d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties.

(e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator or his or her designee at the time the Regulator or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action.

(f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

17. SEVERABILITY.

If, for any reason, any provision of this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provision of this Agreement or any part of such provision not held so invalid, and each such other provision and part thereof shall to the full extent consistent with law continue in full force and effect.

18. HEADINGS FOR REFERENCE ONLY.

The headings of sections and paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

19. GOVERNING LAW.

This Agreement shall be governed by the laws of the State of Alabama except to the extent superseded by federal law.

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20. ARBITRATION.

Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by binding arbitration, as an alternative to civil litigation and without any trial by jury to resolve such claims, conducted by a panel of three arbitrators sitting in a location selected by Executive within fifty (50) miles from the main office of the Bank, in accordance with the rules of the American Arbitration Bank’s National Rules for the Resolution of Employment Disputes (“National Rules”) then in effect. One arbitrator shall be selected by Executive, one arbitrator shall be selected by the Bank and the third arbitrator shall be selected by the arbitrators selected by the parties. If the arbitrators are unable to agree within fifteen (15) days upon a third arbitrator, the arbitrator shall be appointed for them from a panel of arbitrators selected in accordance with the National Rules. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

21. INDEMNIFICATION.

(a) Executive shall be provided with coverage under a standard directors’ and officers’ liability insurance policy, and shall be indemnified for the term of this Agreement and for a period of six years thereafter to the fullest extent permitted under applicable law against all expenses and liabilities reasonably incurred by him in connection with or arising out of any action, suit or proceeding in which he may be involved by reason of his having been a director or officer of the Bank or any affiliate (whether or not he continues to be a director or officer at the time of incurring such expenses or liabilities), such expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys’ fees and the cost of reasonable settlements (such settlements must be approved by the Board), provided, however, Executive shall not be indemnified or reimbursed for legal expenses or liabilities incurred in connection with an action, suit or proceeding arising from any illegal or fraudulent act committed by Executive. Any such indemnification shall be made consistent with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. §1828(k), and the regulations issued thereunder in 12 C.F.R. Part 359.

(b) Any indemnification by the Bank shall be subject to compliance with any applicable regulations of the Federal Deposit Insurance Corporation.

22. Notice.

For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below:

To the Bank:	Chairman of the Board
	Cullman Savings Bank
	316 Second Avenue SW
	Cullman, Alabama 35055

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To Executive:
	At the address last appearing on
	the personnel records of the Bank

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IN WITNESS WHEREOF, the Bank and the Company have caused this Agreement to be executed by their duly authorized representatives, and Executive has signed this Agreement, on the date first above written.

CULLMAN SAVINGS BANK
By:
	Chairman of the Board
CULLMAN BANCORP, INC.
By:
	Chairman of the Board
EXECUTIVE

[To Be Signed on the Date of the Offering]

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EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is made effective as of [                    ], 2021 (the “Effective Date”), by and between Cullman Savings Bank, a federally chartered savings bank (the “Bank”) and                                           (the “Executive”). The Bank and Executive are sometimes collectively referred to herein as the “parties.” Any reference to the “Company” shall mean Cullman Bancorp, Inc., the newly formed holding company of the Bank. The Company is a signatory to this Agreement for the purpose of guaranteeing the Bank’s performance hereunder.

WITNESSETH

WHEREAS, Executive is currently employed as                                           of the Bank;

WHEREAS, in connection with the conversion of Cullman Savings Bank, MHC from the mutual holding company to the stock holding company form of organization (the “Second-Step Conversion”) and the related offering of shares of common stock by the Company, a newly formed Maryland-chartered stock holding company which will serve as the new holding company of the Bank upon completion of the Second-Step Conversion, the Bank desires to assure itself of the continued availability of the Executive’s services as provided in this Agreement; and

WHEREAS, the Executive is willing to serve the Bank on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the terms and conditions hereinafter provided, the parties hereby agree as follows:

1. POSITION AND RESPONSIBILITIES.

During the term of this Agreement Executive shall continue to serve as                                          , and shall perform such administrative and management services as customarily performed by person in a similar executive capacity and as may be reasonably assigned from time to time by the President and Chief Executive Officer of the Bank and/or the Board of Directors of the Bank (the “Board”). Executive also agrees to serve, if elected, as an officer and director of any affiliate of the Bank.

2. TERM AND DUTIES.

(a) Three Year Contract; Annual Renewal. The term of this Agreement shall commence as of the Effective Date and shall continue thereafter for a period of three (3) years. Commencing on the first anniversary date of this Agreement (the “Anniversary Date”) and continuing on each Anniversary Date thereafter, the term of this Agreement shall renew for an additional year such that the remaining term of this Agreement is always between two (2) to three (3) years; provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least thirty (30) days

prior to the Anniversary Date, conduct or review a comprehensive performance evaluation of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) prior to any Anniversary Date, such that this Agreement shall terminate at the end of twenty-four (24) months following such Anniversary Date. For avoidance of doubt, any extension to the Term will become the “Term” for purposes of this Agreement. Notwithstanding the foregoing, in the event that the Company or the Bank has entered into an agreement to effect a transaction which would be considered a Change in Control as defined below, then the term of this Agreement shall be extended and shall terminate thirty-six (36) months following the date on which the Change in Control occurs.

(b) Termination of Agreement. Notwithstanding anything contained in this Agreement to the contrary, either Executive or the Bank may terminate Executive’s employment with the Bank at any time during the term of this Agreement, subject to the terms and conditions of this Agreement.

(c) Continued Employment Following Expiration of Term. Nothing in this Agreement shall mandate or prohibit a continuation of Executive’s employment following the expiration of the term of this Agreement, upon such terms and conditions as the Bank and Executive may mutually agree.

(d) Duties; Membership on Other Boards. During the term of this Agreement, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence approved by the Board, Executive shall devote substantially all of his business time, attention, skill, and efforts to the faithful performance of his duties hereunder, including activities and services related to the organization, operation and management of the Bank; provided, however, that, Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, business companies or business or civic organizations, which, in the Board’s judgment, will not present any conflict of interest with the Bank, or materially affect the performance of Executive’s duties pursuant to this Agreement. Executive shall provide the Board of Directors annually for its approval a list of organizations for which the Executive acts as a director or officer.

3. COMPENSATION, BENEFITS AND REIMBURSEMENT.

(a) Base Salary. In consideration of Executive’s performance of the duties set forth in Section 2, the Bank shall provide Executive the compensation specified in this Agreement. The Bank shall pay Executive a salary of $         per year (“Base Salary”). The Base Salary shall be payable biweekly, or with such other frequency as officers of the Bank are generally paid. During the term of this Agreement, the Base Salary shall be reviewed at least annually by the Board or by a committee designated by the Board, and the Bank may increase, but not decrease (except for a decrease that is generally applicable to all employees) Executive’s Base Salary. Any increase in Base Salary shall become “Base Salary” for purposes of this Agreement.

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(b) Bonus and Incentive Compensation. Executive shall be entitled to equitable participation in incentive compensation and bonuses in any plan or arrangement of the Bank or the Company in which Executive is eligible to participate. Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.

(c) Employee Benefits. The Bank shall provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or from which he was deriving benefit immediately prior to the commencement of the term of this Agreement, and the Bank shall not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites that would adversely affect Executive’s rights or benefits thereunder, except as to any changes that are applicable to all participating employees. Without limiting the generality of the foregoing provisions of this Section 3(c), Executive will be entitled to participate in and receive benefits under any employee benefit plans including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident insurance plans, medical coverage or any other employee benefit plan or arrangement made available by the Bank and/or the Company in the future to its senior executives, including any stock benefit plans, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements.

(d) Paid Time Off. Executive shall be entitled to paid vacation time each year during the term of this Agreement (measured on a fiscal or calendar year basis, in accordance with the Bank’s usual practices), as well as sick leave, holidays and other paid absences in accordance with the Bank’s policies and procedures for senior executives. Any unused paid time off during an annual period shall be treated in accordance with the Bank’s personnel policies as in effect from time to time.

(e) Expense Reimbursements. The Bank shall also pay or reimburse Executive for all reasonable travel, entertainment and other reasonable expenses incurred by Executive during the course of performing his obligations under this Agreement, including, without limitation, fees for memberships in such clubs and organizations as Executive and the Board shall mutually agree are necessary and appropriate in connection with the performance of his duties under this Agreement, upon presentation to the Bank of an itemized account of such expenses in such form as the Bank may reasonably require, provided that such payment or reimbursement shall be made as soon as practicable but in no event later than March 15 of the year following the year in which such right to such payment or reimbursement occurred.

4. PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.

(a) Upon the occurrence of an Event of Termination (as herein defined) during the term of this Agreement, the provisions of this Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an “Event of Termination’’ shall mean and include any one or more of the following:

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(i) the involuntary termination of Executive’s employment hereunder by the Bank for any reason other than termination governed by Section 5 (in connection with or following a Change in Control), Section 6 (due to Disability or death), Section 7 (due to Retirement), or Section 8 (for Cause), provided that such termination constitutes a “Separation from Service” within the meaning of Section 409A of the Internal Revenue Code (“Code”); or

(ii) Executive’s resignation from the Bank’s employ upon any of the following, unless consented to by Executive:

(A) failure to appoint Executive to the position set forth in Section 1, or a material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and responsibilities described in Section 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement by the Bank);

(B) a relocation of Executive’s principal place of employment to a location that is more than 25 miles from the location of the Bank’s principal executive offices as of the date of this Agreement;

(C) a material reduction in the benefits and perquisites, including Base Salary, to Executive from those being provided as of the Effective Date (except for any reduction that is part of a reduction in pay or benefits that is generally applicable to officers or employees of the Bank);

(D) a liquidation or dissolution of the Bank; or

(E) a material breach of this Agreement by the Bank.

Upon the occurrence of any event described in clause (ii) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed ninety (90) days) after the event giving rise to the right to elect, which termination by Executive shall be an Event of Termination. The Bank shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Bank may elect to waive said thirty (30) day period.

(b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum cash payment equal to two times the sum of (i) Executive’s highest annual rate of Base Salary paid to Executive at any time under this Agreement, plus (ii) the highest bonus paid to Executive with respect to the three completed fiscal years prior to the year in which the Event of Termination occurs. Such payment shall be paid in a lump sum on the 30^th day following the Executive’s Separation from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the

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foregoing, Executive shall not be entitled to any payments or benefits under this Section 4 unless and until (i) Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement (the “Release”), and (ii) the payments and benefits shall not begin before the date, Executive has signed (and not revoked) the Release and the Release has become irrevocable under the time period set forth under applicable law. The Release must be executed and become irrevocable by the 60^th day following the date of the Event of Termination, provided that if the 60-day period spans two (2) calendar years, then, to the extent necessary to comply with Code Section 409A, the payments and benefits described in this Section 4(b) will be paid, or commence, in the second calendar year.

(c) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions that would have been made on the Executive’s behalf under the Bank’s defined contribution plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Bank), as if Executive had continued working for the Bank for two full calendar years following the year in which the Event of Termination occurs, earning the salary that would have been achieved during such period. Such payments shall be paid in a lump sum within thirty (30) days of the Executive’s Separation from Service and shall not be reduced in the event Executive obtains other employment following the Event of Termination.

(d) Upon the occurrence of an Event of Termination, the Bank shall provide, at the Bank’s expense, for two full calendar years, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Bank employees. Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within ) business days of the Date of Termination, or if later, the date on which the Bank determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons.

(e) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be

5

interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.

5. CHANGE IN CONTROL.

(a) Any payments made to Executive pursuant to this Section 5 are in lieu of any payments that may otherwise be owed to Executive pursuant to this Agreement under Section 4, such that Executive shall either receive payments pursuant to Section 4 or pursuant to Section 5, but not pursuant to both Sections.

(b) For purposes of this Agreement, the term “Change in Control” shall mean any of the following:

(i) A change in the ownership of the Company or Bank occurs on the date that any one person, or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the Company or Bank that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company or Bank.

(ii) A change in the effective control of the Company or Bank occurs on the date that either (A) any one person, or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vi)(D)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company or Bank possessing 30 percent or more of the total voting power of the stock of the Company or Bank, or (B) a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election, provided that this subsection “(B)” is inapplicable where a majority stockholder of the Company is another corporation.

(iii) A change in a substantial portion of the Company or Bank’s assets occurs on the date that any one person or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vii)(C)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company or Bank that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of (A) all of the assets of the Company or Bank, or (B) the value of the assets being disposed of, either of which is determined without regard to any liabilities associated with such assets. For all purposes hereunder, the definition of Change in Control shall be construed to be consistent with the requirements of Treasury Regulation 1.409A-3(i)(5), except to the extent that such regulations are superseded by subsequent guidance.

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Notwithstanding anything herein to the contrary, a Change in Control will not be deemed to have occurred for purposes of this Agreement in connection with the conversion of the Bank’s mutual holding company to the stock holding company form of organization reorganization and related stock offering.

(c) Upon the occurrence of a Change in Control followed within eighteen (18) months by an Event of Termination (as defined in Section 4 hereof), Executive, shall receive as severance pay or liquidated damages, or both, a lump sum cash payment equal to two times the sum of (i) Executive’s highest annual rate of Base Salary paid to Executive at any time under this Agreement, plus (ii) the highest bonus paid to Executive with respect to the three completed fiscal years prior to the Change in Control. Such payment shall be paid in a lump sum within ten (10) days of the Executive’s Separation from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination.

(d) Upon the occurrence of a Change in Control followed within eighteen (18) months by an Event of Termination (as defined in Section 4 hereof), the Bank shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions that would have been made on Executive’s behalf under the Bank’s defined contribution plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Bank), as if Executive had continued working for the Bank for two full calendar years following the year in which the Event of Termination occurs, earning the salary that would have been achieved during such period. Such payments shall be paid in a lump sum within ten (10) days of the Executive’s Separation from Service and shall not be reduced in the event Executive obtains other employment following the Event of Termination. If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under this sub-paragraph (c) or (d) of this Section 5 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.

(e) Upon the occurrence of a Change in Control followed within eighteen (18) months by an Event of Termination (as defined in Section 4 hereof), the Bank (or its successor) shall provide at the Bank’s (or its successor’s) expense, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to his termination, except to the extent such coverage may be changed in its application to all Bank employees and then the coverage provided to Executive shall be commensurate with such changed coverage. Such coverage shall cease twenty-four (24) months following the termination of Executive’s employment. Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within ) business days of the Date of

7

Termination, or if later, the date on which the Bank determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons.

(f) Notwithstanding the preceding paragraphs of this Section 5, in the event that the aggregate payments or benefits to be made or afforded to Executive in the event of a Change in Control would be deemed to include an “excess parachute payment” under Section 280G of the Internal Revenue Code or any successor thereto, then such payments or benefits shall be reduced to an amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with Section 280G of the Code. In the event a reduction is necessary, then the cash severance payable by the Bank pursuant to Section 5 shall be reduced by the minimum amount necessary to result in no portion of the payments and benefits payable by the Bank under Section 5 being non-deductible to the Bank pursuant to Section 280G of the Code and subject to excise tax imposed under Section 4999 of the Code.

6. TERMINATION FOR DISABILITY OR DEATH.

(a) In the event of the Executive’s termination of employment based on disability during the term of this Agreement, the Executive shall be entitled to receive benefits under all short-term or long-term disability plans maintained by the Bank for its employees. Termination of Executive’s employment based on “disability” shall be construed to comply with Section 409A of the Internal Revenue Code.

(b) In the event of Executive’s death during the term of this Agreement, the Executive’s estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid any life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive.

7. TERMINATION UPON RETIREMENT.

Termination of Executive’s employment based on “Retirement” shall mean Executive’s voluntary termination of employment for any reason other than Good Reason, death or Disability, at any time after Executive reaches age 65 or in accordance with any retirement policy established by the Board with Executive’s consent as it applies to him. Upon termination of Executive based on Retirement, no amounts or benefits shall be due Executive under this Agreement, and Executive shall be entitled to all benefits under any retirement plan of the Bank and other plans to which Executive is a party.

8. TERMINATION FOR CAUSE.

(a) The Bank may terminate Executive’s employment at any time, but any termination other than termination for “Cause,” as defined herein, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for “Cause.” The term “Cause” as used herein, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more of the following events with respect to the Executive:

(1) willful dishonesty in performing Executive’s duties on behalf of the Bank;

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(2) material incompetence in performing Executive’s duties on behalf of the Bank;

(3) willful misconduct that in the judgment of the Board will likely cause economic damage to the Bank or injury to the business reputation of the Bank;

(4) breach of fiduciary duty involving personal profit;

(5) material breach of the Bank’s Code of Ethics;

(6) intentional failure to perform stated duties under this Agreement after written notice thereof from the Board;

(7) willful violation of any law, rule or regulation (other than traffic violations or similar offenses) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; or

(8) material breach by Executive of any provision of this Agreement.

Notwithstanding the foregoing, Cause shall not be deemed to exist unless there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. Upon a finding of Cause, the Board shall deliver to the Executive a Notice of Termination, as more fully described in Section 10 below.

(b) For purposes of this Section 8, no act or failure to act, on the part of Executive, shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Bank. Any act, or failure to act, based upon the direction of the Board or based upon the advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Bank.

9

9. RESIGNATION FROM BOARDS OF DIRECTORS.

In the event of Executive’s termination of employment due to an Event of Termination, Executive’s service as a director of the Bank, the Company, and any affiliate of the Bank or the Company shall immediately terminate. This Section 9 shall constitute a resignation notice for such purposes.

10. NOTICE.

(a) Any purported termination by the Bank for Cause shall be communicated by Notice of Termination to Executive. If, within thirty (30) days after any Notice of Termination for Cause is given, Executive notifies the Bank that a dispute exists concerning the termination, the parties shall promptly proceed to arbitration, as provided in Section 20. Notwithstanding the pendency of any such dispute, the Bank shall discontinue paying Executive’s compensation until the dispute is finally resolved in accordance with this Agreement. If it is determined that Executive is entitled to compensation and benefits under Section 4 or 5, the payment of such compensation and benefits by the Bank shall commence immediately following the date of resolution by arbitration, with interest due Executive on the cash amount that would have been paid pending arbitration (at the prime rate as published in The Wall Street Journal from time to time).

(b) Any other purported termination by the Bank or by Executive shall be communicated by a “Notice of Termination” (as defined in Section 10(c)) to the other party. If, within thirty (30) days after any Notice of Termination is given, the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the parties shall promptly proceed to arbitration as provided in Section 20. Notwithstanding the pendency of any such dispute, the Bank shall continue to pay Executive his Base Salary, and other compensation and benefits in effect when the notice giving rise to the dispute was given (except as to termination of Executive for Cause); provided, however, that such payments and benefits shall not continue beyond the date that is 36 months from the date the Notice of Termination is given. In the event the voluntary termination by Executive of his employment is disputed by the Bank, and if it is determined in arbitration that Executive is not entitled to termination benefits pursuant to this Agreement, he shall return all cash payments made to him pending resolution by arbitration, with interest thereon at the prime rate as published in The Wall Street Journal from time to time, if it is determined in arbitration that Executive’s voluntary termination of employment was not taken in good faith and not in the reasonable belief that grounds existed for his voluntary termination. If it is determined that Executive is entitled to receive severance benefits under this Agreement, then any continuation of Base Salary and other compensation and benefits made to Executive under this Section 10 shall offset the amount of any severance benefits that are due to Executive under this Agreement.

(c) For purposes of this Agreement, a “Notice of Termination” shall mean a written notice that shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated.

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11. POST-TERMINATION OBLIGATIONS.

(a) One Year Non-Solicitation. Executive hereby covenants and agrees that, for a period of one year following his termination of employment with the Bank, he shall not, without the written consent of the Bank, either directly or indirectly:

(i) Executive hereby covenants and agrees that, for a period of one year following his termination of employment with the Bank, he shall not, without the written consent of the Bank, either directly or indirectly solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank or the Company, or any of their respective subsidiaries or affiliates, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank or the Company, or any of their direct or indirect subsidiaries or affiliates or has headquarters or offices within 25 miles of the locations in which the Bank or the Company has business operations or has filed an application for regulatory approval to establish an office, or

(ii) contact (with a view toward selling any product or service competitive with any product or service sold or proposed to be sold by the Company, the Bank, or any subsidiary of such entities) any person, firm, association or corporation (A) to which the Company, the Bank, or any subsidiary of such entities sold any product or service within thirty-six months of the Executive’s termination of employment, (B) which Executive solicited, contacted or otherwise dealt with on behalf of the Company, the Bank, or any subsidiary of such entities within one year of the Executive’s termination of employment, or (C) which Executive was otherwise aware was a client of the Company, the Bank, or any subsidiary of such entities at the time of termination of employment. Executive will not directly or indirectly make any such contact, either for his own benefit or for the benefit of any other person, firm, association, or corporation.

(b) Six Month Non-Competition. Executive hereby covenants and agrees that, for a period of six months following his termination of employment with the Bank, he shall not, without the written consent of the Bank, either directly or indirectly become an officer, employee, consultant, director, independent contractor, agent, sole proprietor, joint venturer, greater than 5% equity owner or stockholder, partner or trustee of any savings association, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other financial services entity or business that competes with the business of the Bank or its affiliates or has headquarters or offices within 25 miles of Cullman, Alabama. Notwithstanding the foregoing, this non-competition restriction shall not apply if Executive’s employment is terminated following a Change in Control or if the Bank terminates the Executive for a reason other than Cause (as defined in this Agreement).

(c) As used in this Agreement, “Confidential Information” means information belonging to the Bank which is of value to the Bank in the course of conducting its business and the disclosure of which could result in a competitive or other disadvantage to the Bank. Confidential Information includes, without limitation, financial information, reports, and

11

forecasts; inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities) which have been discussed or considered by the management of the Bank. Confidential Information includes information developed by the Executive in the course of the Executive’s employment by the Bank, as well as other information to which the Executive may have access in connection with the Executive’s employment. Confidential Information also includes the confidential information of others with which the Bank has a business relationship. Notwithstanding the foregoing, Confidential Information does not include information in the public domain. The Executive understands and agrees that the Executive’s employment creates a relationship of confidence and trust between the Executive and the Bank with respect to all Confidential Information. At all times, both during the Executive’s employment with the Bank and after its termination, the Executive will keep in confidence and trust all such Confidential Information, and will not use or disclose any such Confidential Information without the written consent of the Bank, except as may be necessary in the ordinary course of performing the Executive’s duties to the Bank.

(d) Executive shall, upon reasonable notice, furnish such information and assistance to the Bank as may reasonably be required by the Bank, in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party; provided, however, that Executive shall not be required to provide information or assistance with respect to any litigation between the Executive and the Bank or any of its subsidiaries or affiliates.

(e) All payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with this Section 11. The parties hereto, recognizing that irreparable injury will result to the Bank, its business and property in the event of Executive’s breach of this Section 11, agree that, in the event of any such breach by Executive, the Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive and all persons acting for or with Executive. Executive represents and admits that Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank or the Company from pursuing any other remedies available to them for such breach or threatened breach, including the recovery of damages from Executive.

12. SOURCE OF PAYMENTS.

All payments provided in this Agreement shall be timely paid in cash or check from the general funds of the Bank. The Company may accede to this Agreement but only for the purposed of guaranteeing payment and provision of all amounts and benefits due hereunder to Executive.

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13. EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.

This Agreement contains the entire understanding between the parties hereto and supersedes any prior employment agreement between the Bank or any predecessor of the Bank and Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement.

14. NO ATTACHMENT; BINDING ON SUCCESSORS.

(a) Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation, or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void, and of no effect.

(b) This Agreement shall be binding upon, and inure to the benefit of, Executive and the Bank and their respective successors and assigns.

15. MODIFICATION AND WAIVER.

(a) This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.

(b) No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future as to any act other than that specifically waived.

16. REQUIRED PROVISIONS.

(a) The Bank may terminate Executive’s employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause.

(b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended.

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(c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected.

(d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties.

(e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator or his or her designee at the time the Regulator or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action.

(f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

17. SEVERABILITY.

If, for any reason, any provision of this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provision of this Agreement or any part of such provision not held so invalid, and each such other provision and part thereof shall to the full extent consistent with law continue in full force and effect.

18. HEADINGS FOR REFERENCE ONLY.

The headings of sections and paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

19. GOVERNING LAW.

This Agreement shall be governed by the laws of the State of Alabama except to the extent superseded by federal law.

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20. ARBITRATION.

Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by binding arbitration, as an alternative to civil litigation and without any trial by jury to resolve such claims, conducted by a panel of three arbitrators sitting in a location selected by Executive within fifty (50) miles from the main office of the Bank, in accordance with the rules of the American Arbitration Bank’s National Rules for the Resolution of Employment Disputes (“National Rules”) then in effect. One arbitrator shall be selected by Executive, one arbitrator shall be selected by the Bank and the third arbitrator shall be selected by the arbitrators selected by the parties. If the arbitrators are unable to agree within fifteen (15) days upon a third arbitrator, the arbitrator shall be appointed for them from a panel of arbitrators selected in accordance with the National Rules. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

21. INDEMNIFICATION.

(a) Executive shall be provided with coverage under a standard directors’ and officers’ liability insurance policy, and shall be indemnified for the term of this Agreement and for a period of six years thereafter to the fullest extent permitted under applicable law against all expenses and liabilities reasonably incurred by him in connection with or arising out of any action, suit or proceeding in which he may be involved by reason of his having been a director or officer of the Bank or any affiliate (whether or not he continues to be a director or officer at the time of incurring such expenses or liabilities), such expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys’ fees and the cost of reasonable settlements (such settlements must be approved by the Board), provided, however, Executive shall not be indemnified or reimbursed for legal expenses or liabilities incurred in connection with an action, suit or proceeding arising from any illegal or fraudulent act committed by Executive. Any such indemnification shall be made consistent with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. §1828(k), and the regulations issued thereunder in 12 C.F.R. Part 359.

(b) Any indemnification by the Bank shall be subject to compliance with any applicable regulations of the Federal Deposit Insurance Corporation.

22. NOTICE.

For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below:

To the Bank:	Chairman of the Board
	Cullman Savings Bank
	316 Second Avenue SW
	Cullman, Alabama 35055

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To Executive:
	At the address last appearing on
	the personnel records of the Bank

16

IN WITNESS WHEREOF, the Bank and the Company have caused this Agreement to be executed by their duly authorized representatives, and Executive has signed this Agreement, on the date first above written.

CULLMAN SAVINGS BANK
By:
	Chairman of the Board
CULLMAN BANCORP, INC.
By:
	Chairman of the Board
EXECUTIVE

[To Be Signed on the Date of the Offering]

This form of agreement will be entered into with the following individuals, including the following information

Name	Title; Position and Responsibilities	Salary
Robin Parson	Executive Vice President and Chief Operations Officer	$	156,300
T’aira Ugarkovich	Executive Vice President	$	140,000

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EX-10.3

Exhibit 10.3

CULLMAN SAVINGS BANK

EMPLOYEE STOCK OWNERSHIP PLAN

Originally Adopted Effective January 1, 2009

Amended and Restated Effective January 1, 2021

C O N T E N T S

		Page No.
Section 1.	Plan Identity		1
1.1	Name		1
1.2	Purpose		1
1.3	Effective Date		1
1.4	Fiscal Period		1
1.5	Single Plan for All Employers		1
1.6	Interpretation of Provisions		1
Section 2.	Definitions		1
Section 3.	Eligibility for Participation		11
3.1	Initial Eligibility		11
3.2	Definition of Eligibility Year		11
3.3	Terminated Employees		11
3.4	Certain Employees Ineligible		11
3.5	Participation and Reparticipation		12
3.6	Omission of Eligible Employee		12
3.7	Inclusion of Ineligible Employee		12
Section 4.	Contributions and Credits		12
4.1	Discretionary Contributions		12
4.2	Contributions for Exempt Loans		13
4.3	Conditions as to Contributions		13
4.4	Rollover Contributions		13
Section 5.	Limitations on Contributions and Allocations		14
5.1	Limitation on Annual Additions		14
5.2	Effect of Limitations		15
5.3	Limitations as to Certain Participants		16
5.4	Erroneous Allocations		16
Section 6.	Trust Fund and Its Investment		17
6.1	Creation of Trust Fund		17
6.2	Stock Fund and Investment Fund		17
6.3	Acquisition of Stock		17
6.4	Participants’ Option to Diversify		18
Section 7.	Voting Rights and Dividends on Stock		19
7.1	Voting and Tendering of Stock		19
7.2	Application of Dividends		20
Section 8.	Adjustments to Accounts		21
8.1	ESOP Allocations		21
8.2	Charges to Accounts		22
8.3	Stock Fund Account		22
8.4	Investment Fund Account		22

8.5	Adjustment to Value of Trust Fund	22
8.6	Participant Statements	23
Section 9.	Vesting of Participants’ Interests	23
9.1	Vesting in Accounts	23
9.2	Computation of Vesting Years	23
9.3	Full Vesting Upon Certain Events	24
9.4	Full Vesting Upon Plan Termination	25
9.5	Forfeiture, Repayment, and Restoral	25
9.6	Accounting for Forfeitures	26
9.7	Vesting and Nonforfeitability	26
Section 10.	Payment of Benefits	26
10.1	Benefits for Participants	26
10.2	Time for Distribution	27
10.3	Marital Status	29
10.4	Delay in Benefit Determination	29
10.5	Accounting for Benefit Payments	29
10.6	Options to Receive Stock	30
10.7	Restrictions on Disposition of Stock	30
10.8	Continuing Loan Provisions; Creations of Protections and Rights	30
10.9	Direct Rollover of Eligible Distribution	30
10.10	Waiver of 30-Day Period After Notice of Distribution	31
Section 11.	Rules Governing Benefit Claims and Review of Appeals	32
11.1	Claim for Benefits	32
11.2	Notification by Committee	32
11.3	Claims Review Procedure	32
Section 12.	The Committee and its Functions	32
12.1	Authority of Committee	32
12.2	Identity of Committee	33
12.3	Duties of Committee	33
12.4	Valuation of Stock	33
12.5	Compliance with ERISA	34
12.6	Action by Committee	34
12.7	Execution of Documents	34
12.8	Adoption of Rules	34
12.9	Responsibilities to Participants	34
12.10	Alternative Payees in Event of Incapacity	34
12.11	Indemnification by Employers	34
12.12	Nonparticipation by Interested Member	35
Section 13.	Adoption, Amendment, or Termination of the Plan	35
13.1	Adoption of Plan by Other Employers	35
13.2	Plan Adoption Subject to Qualification	35
13.3	Right to Amend or Terminate	35
Section 14.	Miscellaneous Provisions	36
14.1	Plan Creates No Employment Rights	36
14.2	Nonassignability of Benefits	36

(ii)

14.3	Limit of Employer Liability	36
14.4	Treatment of Expenses	36
14.5	Number and Gender	36
14.6	Nondiversion of Assets	36
14.7	Separability of Provisions	37
14.8	Service of Process	37
14.9	Governing State Law	37
14.10	Employer Contributions Conditioned on Deductibility	37
14.11	Unclaimed Accounts	37
14.12	Qualified Domestic Relations Order	37
14.13	Use of Electronic Media to Provide Notices and Make Participant Elections	38
14.14	Acquisition of Securities	38
14.15	Additional Benefits under Code Section 401(a)(37).	38
Section 15.	Top-Heavy Provisions	39
15.1	Top-Heavy Plan	39
15.2	Definitions	39
15.3	Top-Heavy Rules of Application	40
15.4	Minimum Contributions	41
15.5	Top-Heavy Provisions Control in Top-Heavy Plan	41

(iii)

CULLMAN SAVINGS BANK

EMPLOYEE STOCK OWNERSHIP PLAN

Section 1. Plan Identity.

1.1 Name. The name of this Plan is “Cullman Savings Bank Employee Stock Ownership Plan.”

1.2 Purpose. The purpose of this Plan is to describe the terms and conditions under which contributions made pursuant to the Plan will be credited and paid to the Participants and their Beneficiaries.

1.3 Effective Date. The initial Effective Date of this Plan is January 1, 2009. The Effective Date of this amended and restated Plan is January 1, 2021.

1.4 Fiscal Period. This Plan shall be operated on the basis of a January 1 to December 31 fiscal year for the purpose of keeping the Plan’s books and records and distributing or filing any reports or returns required by law.

1.5 Single Plan for All Employers. This Plan shall be treated as a single plan with respect to all participating Employers for the purpose of crediting contributions and forfeitures and distributing benefits, determining whether there has been any termination of Service, and applying the limitations set forth in Section 5.

1.6 Interpretation of Provisions. The Employers intend this Plan and the Trust Agreement to be a qualified stock bonus plan under Section 401(a) of the Code and an employee stock ownership plan within the meaning of Section 407(d)(6) of ERISA and Section 4975(e)(7) of the Code. The Plan is intended to have its assets invested primarily in qualifying employer securities of one or more Employers within the meaning of Section 407(d)(3) of ERISA, and to satisfy any requirement under ERISA or the Code applicable to such a plan. The Plan is not subject to the diversification requirements of Code Section 401(a)(35).

Accordingly, the Plan and Trust Agreement shall be interpreted and applied in a manner consistent with this intent and shall be administered at all times and in all respects in a nondiscriminatory manner.

Section 2. Definitions.

The following capitalized words and phrases shall have the meanings specified when used in this Plan and in the Trust Agreement, unless the context clearly indicates otherwise:

“Account” means a Participant’s interest in the assets accumulated under this Plan as expressed in terms of a separate account balance which is periodically adjusted to reflect his Employer’s contributions, the Plan’s investment experience, and distributions and forfeitures.

“Active Participant” means a Participant who has satisfied the eligibility requirements under Section 3 and who has at least 1,000 Hours of Service during the current Plan Year.

However, a Participant shall not qualify as an Active Participant unless (i) he is in active Service with an Employer as of the last day of the Plan Year, or (ii) he is on a Recognized Absence as of that date, or (iii) his Service terminated during the Plan Year by reason of Disability, death, or Normal Retirement.

“Bank” means Cullman Savings Bank and any entity which succeeds to the business of Cullman Savings Bank and adopts this Plan as its own pursuant to Section 13.1 of the Plan.

“Beneficiary” means the person or persons who are designated by a Participant to receive benefits payable under the Plan on the Participant’s death. In the absence of any designation or if all the designated Beneficiaries shall die before the Participant dies or shall die before all benefits have been paid, the Participant’s Beneficiary shall be his surviving Spouse, if any, or his estate if he is not survived by a Spouse. The Committee may rely upon the advice of the Participant’s executor or administrator as to the identity of the Participant’s Spouse.

“Break in Service” means any Plan Year, or, for the initial eligibility computation period under Section 3.2, the 12-consecutive month period beginning on the first day of which an Employee has an Hour of Service, in which an Employee has 500 or fewer Hours of Service. Solely for this purpose, an Employee shall be considered employed for his normal hours of paid employment during a Recognized Absence (said Employee shall not be credited with more than 501 Hours of Service to avoid a Break in Service), unless he does not resume his Service at the end of the Recognized Absence. Further, if an Employee is absent for any period (i) by reason of the Employee’s pregnancy, (ii) by reason of the birth of the Employee’s child, (iii) by reason of the placement of a child with the Employee in connection with the Employee’s adoption of the child, or (iv) for purposes of caring for such child for a period beginning immediately after such birth or placement, the Employee shall be credited with the Hours of Service which would normally have been credited but for such absence, up to a maximum of 501 Hours of Service. Hours of Service shall be credited only in the year in which the absence from work begins, if a Participant would be prevented from incurring a one-year Break in Service in such year solely because the period of absence is treated as Hours of Service, or in any other case, in the immediately following year.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the committee responsible for the administration of this Plan in accordance with Section 12.

“Company” means Cullman Bancorp, Inc., the holding company of the Bank, and any successor entity which succeeds to the business of the Company.

“Disability” means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. An individual shall not be considered to be permanently and totally disabled unless he furnishes proof of the existence thereof in such form and manner, and at such times, as the Committee may require.

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“Eligible Employee” means an Employee, other than an Employee identified in Section 3.4, who has performed 1,000 Hours of Service in the applicable Eligibility Year in accordance with Section 3.2 and who has attained age nineteen (19).

“Employee” means any individual who is or has been employed or self-employed by an Employer. “Employee” also means an individual employed by a leasing organization who, pursuant to an agreement between an Employer and the leasing organization, has performed services for the Employer and any related persons (within the meaning of Section 414(n)(6) of the Code) on a substantially full-time basis for more than one year, if such services are performed under the primary direction or control of the Employer. However, such a “leased employee” shall not be considered an Employee if (i) he participates in a money purchase pension plan sponsored by the leasing organization which provides for immediate participation, immediate full vesting, and an annual contribution of at least 10 percent of the Employee’s 415 Compensation, and (ii) leased employees do not constitute more than 20 percent of the Employer’s total work force (including leased employees, but excluding Highly Compensated Employees and any other Employees who have not performed services for the Employer on a substantially full-time basis for at least one year).

“Employer” means the Bank or any affiliate within the purview of section 414(b), (c) or (m) and 415(h) of the Code, any other corporation, partnership, or proprietorship which adopts this Plan with the Bank’s consent pursuant to Section 13.1, and any entity which succeeds to the business of any Employer and adopts the Plan pursuant to Section 13.2.

“Entry Date” means the Effective Date of the Plan and each July 1 and January 1 of each Plan Year after the Effective Date.

“ERISA” means the Employee Retirement Income Security Act of 1974 (P.L. 93-406, as amended).

“Exempt Loan” means an indebtedness arising from any extension of credit to the Plan or the Trust which satisfies the requirements set forth in Section 6.3 and which was obtained for any or all of the following purposes:

(i) to acquire qualifying Employer securities as defined in Treasury Regulations § 54.4975-12;

(ii) to repay such Exempt Loan; or

(iii) to repay a prior exempt loan.

“415 Compensation” shall mean:

(a) Wages (including overtime pay, bonuses and commissions), as defined in Code Section 3401(a) for purposes of income tax withholding at the source, except the amount of commission income, if any, shall not exceed $35,000.

(b) Any elective deferral as defined in Code Section 402(g)(3) (any Employer contributions made on behalf of a Participant to the extent not includible in gross income

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and any Employer contributions to purchase an annuity contract under Code Section 403(b) under a salary reduction agreement) and any amount which is contributed or deferred by the Employer at the election of the Participant and which is not includible in gross income of the Participant by reason of Code Section 125 (including any “deemed” Code Section 125 compensation) (Cafeteria Plan), Code Section 457 or 132(f)(4) shall also be included in the definition of 415 Compensation.

(c) 415 Compensation shall also include the following types of compensation paid after a Participant’s severance from employment with the Employer, provided that amounts described in paragraphs (i) or (ii) below shall only be included in 415 Compensation to the extent such amounts are paid by the later of 2 ¹⁄₂ months after severance from employment, or by the end of the limitation year that includes the date of such severance from employment.

(i) Regular Pay. 415 Compensation shall include regular pay after severance from employment if (a) the payment is for regular compensation for services during the Participant’s regular working hours, or compensation for services outside of the Participant’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments, and (b) the payment would have been paid to the Participant prior to severance from employment if the Participant had continued in employment with the Employer.

(ii) Leave Cashouts. Leave cashouts shall be included in 415 Compensation if those amounts would have been included in the definition of 415 Compensation if they were paid prior to the Participant’s severance from employment, and the amounts are payment for unused accrued bona fide sick, vacation or other leave, but only if the Participant would have been able to use the leave if his employment had continued.

(d) 415 Compensation includes differential wage payments (as defined in Code Section 3401(h)) paid by the Employer to a former Employee who is performing qualified military services (as defined in Code Section 414(u)(1)) but only to the extent that those differential wage payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer rather than entering qualified military service.

(e) In the discretion of the Employer and consistent with the Employer’s normal payroll practices, 415 Compensation shall include amounts earned but not paid during the limitation year solely because of the timing of the pay periods and pay dates if: (1) these amounts are paid during the first few weeks of the next limitation year; (2) the amounts are included in the definition of 415 Compensation on a uniform and consistent basis with respect to all similarly situated employees; and (3) these amounts are not included in the definition of 415 Compensation for more than one limitation year.

(f) 415 Compensation in excess of $265,000 (as indexed) shall be disregarded for all Participants. For purposes of this sub-section, the $265,000 limit shall be referred to as the “applicable limit” for the Plan Year in question. The $265,000 limit shall be

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adjusted for increases in the cost of living in accordance with Section 401(a)(17)(B) of the Code, effective for the Plan Year which begins within the applicable calendar year. For purposes of the applicable limit and for determining the amount of 415 Compensation, 415 Compensation shall be prorated over short Plan Years and only compensation for the portion of the Plan Year during which the individual was a Participant shall be taken into account.

“Highly Compensated Employee” for any Plan Year means an Employee who, during either that or the immediately preceding Plan Year was at any time a five percent owner of the Employer (as defined in Code Section 416(i)(1)) or, during the immediately preceding Plan Year, had 415 Compensation exceeding $120,000 (the limit for 2015) and was among the most highly compensated one-fifth of all Employees (the $120,000 amount is adjusted at the same time and in the same manner as under Code Section 415(d)). For these purposes, “the most highly compensated one-fifth of all Employees” shall be determined by taking into account all individuals working for all related Employer entities described in the definition of “Service,” but excluding any individual who has not completed six months of Service, who normally works fewer than 17¹⁄₂ hours per week or in fewer than six months per year, who has not reached age 21, whose employment is covered by a collective bargaining agreement, or who is a nonresident alien who receives no earned income from United States sources. The applicable year for which a determination is being made is called a “determination year” and the preceding 12-month period is called a look-back year.

“Hours of Service” means hours to be credited to an Employee under the following rules:

(a) Each hour for which an Employee is paid or is entitled to be paid for services to an Employer is an Hour of Service.

(b) Each hour for which an Employee is directly or indirectly paid or is entitled to be paid for a period of vacation, holidays, illness, disability, lay-off, jury duty, temporary military duty, or leave of absence is an Hour of Service. However, except as otherwise specifically provided, no more than 501 Hours of Service shall be credited for any single continuous period which an Employee performs no duties. No more than 501 Hours of Service will be credited under this paragraph for any single continuous period (whether or not such period occurs in a single computation period). Further, no Hours of Service shall be credited on account of payments made solely under a plan maintained to comply with worker’s compensation, unemployment compensation, or disability insurance laws, or to reimburse an Employee for medical expenses.

(c) Each hour for which back pay (ignoring any mitigation of damages) is either awarded or agreed to by an Employer is an Hour of Service. However, no more than 501 Hours of Service shall be credited for any single continuous period during which an Employee would not have performed any duties. The same Hours of Service will not be credited both under paragraph (a) or (b) as the case may be, and under this paragraph (c). These hours will be credited to the employee for the computation period or periods to which the award or agreement pertains rather than the computation period in which the award agreement or payment is made.

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(d) Hours of Service shall be credited in any one period only under one of the foregoing paragraphs (a), (b) and (c); an Employee may not get double credit for the same period.

(e) If an Employer finds it impractical to count the actual Hours of Service for any class or group of non-hourly Employees, each Employee in that class or group shall be credited with 90 Hours of Service for each bi-weekly pay period in which he has at least one Hour of Service. However, an Employee shall be credited only for his normal working hours during a paid absence.

(f) Hours of Service to be credited on account of a payment to an Employee (including back pay) shall be recorded in the period of Service for which the payment was made. If the period overlaps two or more Plan Years, the Hours of Service credit shall be allocated in proportion to the respective portions of the period included in the several Plan Years. However, in the case of periods of 31 days or less, the Committee may apply a uniform policy of crediting the Hours of Service to either the first Plan Year or the second.

(g) In all respects an Employee’s Hours of Service shall be counted as required by Section 2530.200b-2(b) and (c) of the Department of Labor’s regulations under Title I of ERISA.

(h) Solely for purposes of determining whether a Break in Service for vesting purposes has occurred in a computation period, the Hours of Service credited to an individual who is absent from work for maternity or paternity reasons shall be credited (1) in the computation period in which the absence begins if the crediting is necessary to prevent a Break in Service in that period, or (2) in all other cases, in the following computation period.

“Investment Fund” means that portion of the Trust Fund consisting of assets other than Stock. Notwithstanding the above, assets from the Investment Fund may be used to purchase Stock in the open market or otherwise, or used to pay on the Exempt Loan, and shares so purchased will be allocated to a Participant’s Stock Fund.

“Normal Retirement” means retirement on or after the Participant’s Normal Retirement Date.

“Normal Retirement Date” means the later of a Participant’s (i) 60^th birthday, or (ii) five (5) Years of Service.

“Participant” means any Eligible Employee who is an Active Participant participating in the Plan, or Eligible Employee or former Employee who was previously an Active Participant and still has a balance credited to his Account.

“Period of Uniformed Service” means the length of time that an Employee serves in the Uniformed Services.

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“Plan Year” means the twelve-month period commencing January 1 and ending December 31 and each period of 12 consecutive months beginning on January 1 of each succeeding year.

“Readily Tradable on an Established Securities Market” has the meaning set forth in Treasury Regulation Section 1.401(a)(35)-1(f)(5) for purposes of Code Section 401(a)(22), 401(a)(28)(C) and 409(h)(1)(B) and 409(1), which means: (i) the security is traded on a national securities exchange that is registered under section 6 of the Securities Exchange Act of 1934; or (ii) the security is traded on a national securities exchange that is officially recognized, sanctioned or supervised by governmental authority and the security is deemed by the Securities and Exchange Commission as having a “ready market” under SEC Rule 15c3-1.

“Recognized Absence” means a period for which:

(a) an Employer grants an Employee a leave of absence for a limited period, but only if an Employer grants such leave on a nondiscriminatory basis; or

(b) an Employee is temporarily laid off by an Employer because of a change in business conditions; or

(c) an Employee is on active military duty, but only to the extent that his employment rights are protected by the Military Selective Service Act of 1967 (38 U.S.C. Sec. 2021).

“Reemployment After a Period of Uniformed Service”

(a) “Reemployment (or Reemployed) After a Period of Uniformed Service” means that an Employee returned to employment with a Participating Employer, within the time frame set forth in subparagraph (b) below, after a Period of Uniformed Service in the Uniformed Services and the following rules corresponding to provisions of the Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”) apply: (i) he or she gives sufficient notice of leave to the Participating Employer prior to commencing a Period of Uniformed Service, or is excused from providing such notice; (ii) his or her employment with the Participating Employer prior to a Period of Uniformed Service was not of a brief, nonrecurrent nature that would preclude a reasonable expectation that such employment would continue indefinitely or for a significant period; (iii) the Participating Employer’s circumstances have not changed so that reemployment is unreasonable or an undue hardship to the Participating Employer; and (iv) the applicable cumulative Periods of Uniformed Service under USERRA equals five years or less, unless service in the Uniformed Services:

(1) in excess of five years is required to complete an initial Period of Uniformed Service;

(2) prevents the Participant from obtaining orders releasing him or her from such Period of Uniformed Service prior to the expiration of a five-year period (through no fault of the Participant);

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(3) is required in the National Guard for drill and instruction, field exercises or active duty training, or to fulfill necessary additional training, or to fulfill necessary additional training requirements certified in writing by the Secretary of the branch of Uniformed Services concerned; or

(4) for a Participant is

(A) required other than for training under any provisions of law during a war or national agency declared by the President or Congress;

(B) required (other than for training) in support of an operational mission for which personnel have been ordered to active duty other than during war or national emergency;

(C) required in support of a critical mission or requirement of the Uniformed Services; or

(D) the result of being called into service as a member of the National Guard by the President in the case of rebellion or danger of rebellion against the authority of the United States Government or if the President is unable to execute the laws of the United States with the regular forces.

(b) The applicable statutory time frames within which an Employee must report to a Participating Employer after a Period of Uniformed Service are as follows:

(1) If the Period of Uniformed Service was less than 31 days,

(A) not later than the beginning of the first full regularly scheduled work period on the first full calendar day following the completion of the Period of Uniformed Service and the expiration of eight hours after a period of time allowing for the safe transportation of the Employee from the place of service in the Uniformed Services to the Employee’s residence; or

(B) as soon as possible after the expiration of the eight-hour period of time referred to in Clause (A), if reporting within the period referred to in such clause is impossible or unreasonable through no fault of the Employee.

(2) In the case of an Employee whose Period of Uniformed Service was for more than 30 days but less than 181 days, by submitting an application for reemployment with a Participating Employer not later than 14 days after the completion of the Period of Uniformed Service or, if submitting such application within such period is impossible or unreasonable through no fault of the Employee, the next first full calendar day when submission of such application becomes reasonable.

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(3) In the case of an Employee whose Period of Uniformed Service was for more than 180 days, by submitting an application for reemployment with a Participating Employer not later than 90 days after the completion of the Period of Uniformed Service.

(4) In the case of an Employee who is hospitalized for, or convalescing from, an illness or injury related to the Period of Uniformed Service the Employee shall apply for reemployment with a Participating Employer at the end of the period that is necessary for the Employee to recover. Such period of recovery shall not exceed two years, unless circumstances beyond the Employee’s control make reporting as above unreasonable or impossible.

(c) Notwithstanding subparagraph (a), Reemployment After a Period of Uniformed Service terminates upon the occurrence of any of the following:

(1) a dishonorable or bad conduct discharge from the Uniformed Services;

(2) any other discharge from the Uniformed Services under circumstances other than an honorable condition;

(3) a discharge of a commissioned officer from the Uniformed Services by court martial, by commutation of sentence by court martial, or, in time of war, by the President; or

(4) a demotion of a commissioned officer in the Uniformed Services for absence without authorized leave of at least 3 months confinement under a sentence by court martial, or confinement in a federal or state penitentiary after being found guilty of a crime under a final sentence.

“Service” means an Employee’s period(s) of employment or self-employment with an Employer, excluding for initial eligibility purposes any period in which the individual was a nonresident alien and did not receive from an Employer any earned income which constituted income from sources within the United States. An Employee’s Service shall include any Service which constitutes Service with a predecessor Employer within the meaning of Section 414(a) of the Code, provided, however, that Service with an acquired entity shall not be considered Service under the Plan unless required by applicable law or agreed to by the parties to such transaction. An Employee’s Service shall also include any Service with an entity which is not an Employer, but only either (i) in which the other entity is a member of a controlled group of corporations or is under common control with other trades and businesses within the meaning of Section 414(b) or 414(c) of the Code, and a member of the controlled group or one of the trades and businesses is an Employer, (ii) in which the other entity is a member of an affiliated service group within the meaning of Section 414(m) of the Code, and a member of the affiliated service group is an Employer, or (iii) all Employers aggregated with the Employer under Section 414(o) of the Code (but not until the Proposed Regulations under Section 414(o) become effective). Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code.

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“Spouse” means the individual, if any, to whom a Participant is lawfully married on the date benefit payments to the Participant are to begin, or on the date of the Participant’s death, if earlier. A former Spouse shall be treated as the Spouse or surviving Spouse to the extent provided under a qualified domestic relations order as described in section 414(p) of the Code. The term “Spouse” includes an individual married to a person of the same sex if the individuals are lawfully married under state law.

“Stock” means common stock issued by the Employer (or by a corporation which is a member of the same controlled group) which is Readily Tradable on an Established Securities Market. In the event there is no common stock which meets the requirements of the preceding sentence, then “Stock” means common stock issued by the Employer (or by a corporation which is a member of the same controlled group) having a combined voting power and dividend rights equal to or in excess of (A) that class of common stock of the Employer (or of any other such corporation) having the greatest voting power; and (B) that class of common stock of the Employer (or of any other such corporation) having the greatest dividend rights.

“Stock Fund” means that portion of the Trust Fund consisting of Stock.

“Trust” or “Trust Fund” means the trust fund created under this Plan.

“Trust Agreement” means the agreement between the Bank and the Trustee concerning the Trust Fund. If any assets of the Trust Fund are held in a co-mingled trust fund with assets of other qualified retirement plans, “Trust Agreement” shall be deemed to include the trust agreement governing that co-mingled trust fund. With respect to the allocation of investment responsibility for the assets of the Trust Fund, the provisions of Article II of the Trust Agreement are incorporated herein by reference.

“Trustee” means one or more corporate persons or individuals selected from time to time by the Bank to serve as trustee or co-trustees of the Trust Fund.

“Unallocated Stock Fund” means that portion of the Stock Fund consisting of the Plan’s holding of Stock which have been acquired in exchange for one or more Exempt Loans and which have not yet been allocated to the Participant’s Accounts in accordance with Section 4.2.

“Uniformed Service” means the performance of duty on a voluntary or involuntary basis in the uniformed service of the United States, including the U.S. Public Health Services, under competent authority and includes active duty, active duty for training, initial activity duty for training, inactive duty training, full-time National Guard duty, and the period for which a person is absent from a position of employment for purposes of an examination to determine the fitness of the person to perform any such duty.

“Valuation Date” means each business day if the Stock is Readily Tradable on an Established Securities Market. If the Stock is not Readily Tradable on an Established Securities Market, then “Valuation Date” shall mean the last day of the Plan Year and each other date as of which the Committee shall determine the investment experience of the Investment Fund and adjust the Participants’ Accounts accordingly.

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“Valuation Period” means the period following a Valuation Date and ending with the next Valuation Date.

“Vesting Year” means a unit of Service credited to a Participant pursuant to Section 9.2 for purposes of determining his vested interest in his Account.

“Year of Service” means a computation period of twelve (12) consecutive months during which an Employee has at least 1,000 Hours of Service.

Section 3. Eligibility for Participation.

3.1 Initial Eligibility. An Eligible Employee shall enter the Plan as of the Entry Date coincident with or next following the last day of the Eligible Employee’s first Eligibility Year and attainment of age nineteen (19), and all Eligible Employees shall enter the Plan as of the Plan’s Effective Date.

3.2 Definition of Eligibility Year. “Eligibility Year” means an applicable eligibility period (as defined below) in which the Eligible Employee has completed 1,000 Hours of Service for the Employer. For this purpose:

(i) an Eligible Employee’s first “eligibility period” is the 12-consecutive month period beginning on the first day on which he has an Hour of Service, and

(ii) his subsequent eligibility periods will be 12-consecutive month periods beginning on each January 1 after that first day of Service.

3.3 Terminated Employees. No Employee shall have any interest or rights under this Plan if he is never in active Service with an Employer on or after the Effective Date.

3.4 Certain Employees Ineligible.

3.4-1 No Employee shall participate in the Plan while his Service is covered by a collective bargaining agreement between an Employer and the Employee’s collective bargaining representative if (i) retirement benefits have been the subject of good faith bargaining between the Employer and the representative and (ii) the collective bargaining agreement does not provide for the Employee’s participation in the Plan.

3.4-2 Leased Employees are not eligible to participate in the Plan.

3.4-3 Employees who are nonresident aliens with no earned income (within the meaning of Code Section 911(d)(2)) from the Employer which constitutes income from sources within the United States (within the meaning of Code Section 861(a)(3)).

3.4-4 An Eligible Employee may elect not to participate in the Plan, provided, however, such election is made solely to meet the requirements of Code Section 409(n). For an election to be effective for a particular Plan Year, the Eligible Employee or Participant must file the election in writing with the Plan Administrator before the

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beginning of the Plan Year for which the election is to be effective, and such election must be irrevocable.

3.5 Participation and Reparticipation. Subject to the satisfaction of the foregoing requirements, an Eligible Employee shall participate in the Plan during each period of his Service from the date on which he first becomes eligible until his termination. For this purpose, an Eligible Employee who returns before five (5) consecutive one year Breaks in Service who previously satisfied the initial eligibility requirements or who returns after five (5) consecutive one year Breaks in Service with a vested Account balance in the Plan shall re-enter the Plan as of the date of his return to Service with an Employer.

3.6 Omission of Eligible Employee. If, in any Plan Year, any Eligible Employee who should be included as a Participant in the Plan is erroneously omitted and discovery of such omission is not made until after a contribution by his Employer for the year has been made, the Employer shall make a subsequent contribution with respect to the omitted Eligible Employee in the amount which the said Employer would have contributed regardless of whether or not it is deductible in whole or in part in any taxable year under applicable provisions of the Code.

3.7 Inclusion of Ineligible Employee. If, in any Plan Year, any person who should not have been included as a Participant in the Plan is erroneously included and discovery of such incorrect inclusion is not made until after a contribution for the year has been made, the Employer shall not be entitled to recover the contribution made with respect to the ineligible person regardless of whether or not a deduction is allowable with respect to such contribution. In such event, the amount contributed with respect to the ineligible person shall constitute a forfeiture for the fiscal year in which the discovery is made. Any person who, after the close of a Plan Year, is retroactively treated by the Company, an affiliated company or any other party as an Employee for such prior Plan Year shall not, for purposes of the Plan, be considered an Employee for such prior Plan Year unless expressly so treated as such by the Company.

Section 4. Contributions and Credits.

4.1 Discretionary Contributions.

4.1-1 The Employer shall from time to time contribute, with respect to a Plan Year, such amounts as it may determine from time to time. The Employer shall have no obligation to contribute any amount under this Plan except as so determined in its sole discretion. The Employer’s contributions and available forfeitures for a Plan Year shall be credited as of the last day of the year to the Accounts of the Active Participants in the manner set forth in Section 8.1-2.

4.1-2 Upon a Participant’s Reemployment After a Period of Uniformed Service, the Employer shall make an additional contribution on behalf of such Participant that would have been made on his or her behalf during the Plan Year or Years corresponding to the Participant’s Period of Uniformed Service.

4.2 Contributions for Exempt Loans. If the Trustee, upon instructions from the Committee, incurs any Exempt Loan upon the purchase of Stock, the Employer may contribute for each Plan Year an amount sufficient to cover all payments of principal and interest as they come

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due under the terms of the Exempt Loan. If there is more than one Exempt Loan, the Employer shall designate the one to which any contribution is to be applied. Investment earnings realized on Employer contributions and any dividends paid by the Employer on Stock held in the Unallocated Stock Account, shall be applied to the Exempt Loan related to that Stock, subject to Section 7.2.

In each Plan Year in which Employer contributions, earnings on contributions, or dividends on Stock in the Unallocated Stock Fund are used as payments under an Exempt Loan, a certain number of shares of the Stock acquired with that Exempt Loan which is then held in the Unallocated Stock Fund shall be released for allocation among the Participants. The number of shares released shall bear the same ratio to the total number of those shares then held in the Unallocated Stock Fund (prior to the release) as (i) the principal and interest payments made on the Exempt Loan in the current Plan Year bears to (ii) the sum of (i) above, and the remaining principal and interest payments required (or projected to be required on the basis of the interest rate in effect at the end of the Plan Year) to satisfy the Exempt Loan.

At the direction of the Committee, the current and projected payments of interest under an Exempt Loan may be ignored in calculating the number of shares to be released in each year if (i) the Exempt Loan provides for annual payments of principal and interest at a cumulative rate that is not less rapid at any time than level annual payments of such amounts for 10 years, (ii) the interest included in any payment is ignored only to the extent that it would be determined to be interest under standard loan amortization tables, and (iii) the term of the Exempt Loan, by reason of renewal, extension, or refinancing, has not exceeded 10 years from the original acquisition of the Stock.

4.3 Conditions as to Contributions. Employers’ contributions shall in all events be subject to the limitations set forth in Section 5. Contributions may be made in the form of cash, or securities and other property to the extent permissible under ERISA, including Stock, and shall be held by the Trustee in accordance with the Trust Agreement. In addition to the provisions of Section 13.3 for the return of an Employer’s contributions in connection with a failure of the Plan to qualify initially under the Code, any amount contributed by an Employer due to a good faith mistake of fact, or based upon a good faith but erroneous determination of its deductibility under Section 404 of the Code, shall be returned to the Employer within one year after the date on which the contribution was originally made, or within one year after its nondeductibility has been finally determined. However, the amount to be returned shall be reduced to take account of any adverse investment experience within the Trust Fund in order that the balance credited to each Participant’s Account is not less that it would have been if the contribution had never been made.

4.4 Rollover Contributions. This Plan shall not accept a direct rollover or rollover contribution of an “eligible rollover distribution” as such term is defined in Section 10.9-1 of the Plan.

4.5 Plan-to-Plan Transfer. Effective January 1, 2017, shares of Stock held in the Cullman Bancorp, Inc. Stock Fund under the Cullman Savings Bank Profit Sharing Plan (the “Profit Sharing Plan”) shall automatically be transferred to the Plan. The transferred shares of Stock shall be held in a separate account in the Plan and shall remain invested in Stock. Distribution rules set forth in Section 10 of the Plan shall be applicable to the transferred shares;

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provided, however, that the timing of any distribution of the transferred shares shall be made in accordance with the terms of the Profit Sharing Plan if this would lead to an earlier distribution. Years of service in the Cullman Savings Bank Profit Sharing Plan shall not count for the purposes of diversification under Section 6.4 of the Plan with respect to transferred shares of Stock. Shares transferred pursuant to this Section 4.5 shall count toward the distribution amounts under Section 10.1 of the Plan. This amendment shall be administered in accordance with all applicable laws and regulations, including any protected benefits under Section 411(d)(6) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

Section 5. Limitations on Contributions and Allocations.

5.1 Limitation on Annual Additions. Notwithstanding anything herein to the contrary, allocation of Employer contributions for any Plan Year shall be subject to the following:

5.1-1 No more than one-third of the Employer contributions used for repayment of any Exempt Loan in accordance with Section 4.2 shall be allocated to the accounts of Highly Paid Employees (within the meaning of Code Section 414(q)), with the remaining Employer contributions to be made to Non-Highly Compensated Employees in the manner specified under Section 8.1. Such adjustments shall be made before any allocations occur.

5.1-2 After adjustment, if any, required by the preceding paragraph, the annual additions during any Plan Year to any Participant’s Account under this and any other defined contribution plans maintained by the Employer or an affiliate (within the purview of Section 414(b), (c) and (m) and Section 415(h) of the Code, which affiliate shall be deemed the Employer for this purpose) shall not exceed the lesser of $53,000 (for 2015, or such other dollar amount which results from cost-of-living adjustments under Section 415(d) of the Code) (the “dollar limitation”) or 100 percent of the Participant’s 415 Compensation for such limitation year (the “percentage limitation”). In the event Stock is released from the Unallocated Stock Fund and allocated to a Participant’s account for a particular Plan Year, the Employer may determine for such year that an annual addition shall be calculated on the basis of the fair market value of the Stock so released and allocated (such fair market value to be based on the valuation as of the Valuation Date immediately preceding the Plan Year in respect of which the release and allocation are made) if the annual addition, as so calculated, is lower than the annual addition calculated on the basis of Employer contributions. The percentage limitation shall not apply to any contribution for medical benefits after severance from employment (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as an annual addition. If, as a result of the allocation of forfeitures, a reasonable error in estimating a Participant’s annual compensation, a reasonable error in determining the amount of elective deferrals (within the meaning of Code Section 402(g)(3)) that may be made with respect to any individual under the limits of Code Section 415, or under other limited facts and circumstances that the Commissioner of the Internal Revenue Service finds justify the availability of the rules set forth in this paragraph, the annual additions under the terms of the Plan for a particular Participant would cause the limitations of Code Section 415 applicable to that Participant for the limitation year to be exceeded, the Plan may only correct such excess in accordance with the Employee Plans Compliance Resolution System

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(EPCRS) as set forth in Revenue Procedure 2013-12, as modified by Revenue Procedure 2015-27, or any subsequent guidance.

5.1-3 For purposes of this Section 5.1, the “annual addition” to a Participant’s Accounts means the sum of (i) Employer contributions, (ii) Employee contributions, if any, and (iii) forfeitures. Notwithstanding the foregoing, “annual additions” shall not include a restorative payment in accordance with Treasury Regulation Section 1.415(c)-1(b)(2)(C) that is made to restore losses to the Plan resulting from actions by a fiduciary for which there is a reasonable risk of liability for breach of fiduciary duty under ERISA or other applicable federal and state law.

5.1-4 Notwithstanding the foregoing, if no more than one-third of the Employer contributions to the Plan for a year which are deductible under Section 404(a)(9) of the Code are allocated to Highly Compensated Employees (within the meaning of Section 414(q) of the Internal Revenue Code), the limitations imposed herein shall not apply to:

(i) forfeitures of Employer securities (within the meaning of Section 409 of the Code) under the Plan if such securities were acquired with the proceeds of a loan described in Section 404(a)(9)(A) of the Code), or

(ii) Employer contributions to the Plan which are deductible under Section 404(a)(9)(B) and charged against a Participant’s Account.

5.1-5 If the Employer contributes amounts, on behalf of Eligible Employees covered by this Plan, to other “defined contribution plans” as defined in Section 3(34) of ERISA, the limitation on annual additions provided in this Section shall be applied to annual additions in the aggregate to this Plan and to such other plans. Reduction of annual additions, where required, shall be accomplished first by reductions under such other plan pursuant to the directions of the named fiduciary for administration of such other plans or under priorities, if any, established under the terms of such other plans and then by allocating any remaining excess for this Plan in the manner and priority set out above with respect to this Plan.

5.1-6 A limitation year shall mean each 12 consecutive month period ending on December 31.

5.2 Effect of Limitations. The Committee shall take whatever action may be necessary from time to time to assure compliance with the limitations set forth in Section 5.1. Specifically, the Committee shall see that each Employer restrict its contributions for any Plan Year to an amount which, taking into account the amount of available forfeitures, may be completely allocated to the Participants consistent with those limitations. Where the limitations would otherwise be exceeded by any Participant, further allocations to the Participant shall be curtailed to the extent necessary to satisfy the limitations. Where an excessive amount is contributed on account of a mistake as to one or more Participants’ compensation, or there is an amount of forfeitures which may not be credited in the Plan Year in which it becomes available, the amount shall be corrected in accordance with Section 5.1-2 of the Plan. If it is determined at any time that the Committee and/or Trustee has erred in accepting and allocating any contributions

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or forfeitures under this Plan, or in allocating net gain or loss pursuant to Sections 8.2 and 8.3, then the Committee, in a uniform and nondiscriminatory manner, shall determine the manner in which such error shall be corrected and shall promptly advise the Trustee in writing of such error and of the method for correcting such error. The Accounts of any or all Participants may be revised, if necessary, in order to correct such error.

5.3 Limitations as to Certain Participants. In addition to the limitations set forth in Section 5.1, if the Plan acquires any Stock in a transaction as to which a selling shareholder or the estate of a deceased shareholder is claiming the benefit of Section 1042 of the Code, the Committee shall see that none of such Stock, and no other assets in lieu of such Stock, are allocated to the Accounts of certain Participants in this Plan or be allocated directly or indirectly under any plan of the Employer meeting the requirements of Code Section 401(a) during the non allocation period, in order to comply with Code Section 409(n). This restriction shall apply at all times to a Participant who owns (taking into account the attribution rules under Section 318(a) of the Code, without regard to the exception for employee plan trusts in Section 318(a)(2)(B)(i)) more than 25 percent of (i) any class of outstanding stock of a corporation and (ii) the total value of any class of outstanding stock of a corporation which issued the Stock acquired by the Plan, or another corporation within the same controlled group, as defined in Section 409(l)(4) of the Code (any such class of stock hereafter called a “Related Class”). For this purpose, a Participant who owns more than 25 percent of Related Class at any time within the one year preceding the Plan’s purchase of the Stock shall be subject to the restriction as to all allocations of the Stock, but any other Participant shall be subject to the restriction only as to allocations which occur at a time when he owns more than 25 percent of any Related Class.

Further, this restriction shall apply to the selling shareholder claiming the benefit of Section 1042 and any other Participant who is related to such a shareholder within the meaning of Section 267(b) of the Code, during the period beginning on the date of sale and ending on the later of (1) the date that is ten years after the date of sale, or (2) the date of the Plan allocation attributable to the final payment of acquisition indebtedness incurred in connection with the sale.

This restriction shall not apply to any Participant who is a lineal descendant of a selling shareholder if the aggregate amounts allocated under the Plan for the benefit of all such descendants do not exceed five percent of the Stock acquired from the shareholder.

5.4 Erroneous Allocations. No Participant shall be entitled to any annual additions or other allocations to his Account in excess of those permitted under Section 5. If it is determined at any time that the administrator and/or Trustee have erred in accepting and allocating any contributions or forfeitures under this Plan, or in allocating investment adjustments, or in excluding or including any person as a Participant, then the administrator, in a uniform and nondiscriminatory manner, shall determine the manner in which such error shall be corrected, after taking into consideration Sections 3.6 and 3.7 and any revenue procedure or other notice published by the Internal Revenue Service regarding permissible correction methods, if applicable, and shall promptly advise the Trustee in writing of such error and of the method for correcting such error. The Accounts of any or all Participants may be revised, if necessary, in order to correct such error.

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Section 6. Trust Fund and Its Investment.

6.1 Creation of Trust Fund. All amounts received under the Plan from Employers and investments shall be held as the Trust Fund pursuant to the terms of this Plan and of the Trust Agreement between the Bank and the Trustee. The benefits described in this Plan shall be payable only from the assets of the Trust Fund, and none of the Bank, any other Employer, its board of directors or trustees, its stockholders, its officers, its employees, the Committee, and the Trustee shall be liable for payment of any benefit under this Plan except from the Trust Fund.

6.2 Stock Fund and Investment Fund. The Trust Fund held by the Trustee shall be divided into the Stock Fund, consisting entirely of Stock, and the Investment Fund, consisting of all assets of the Trust other than Stock. The Trustee shall have no investment responsibility for the Stock Fund, but shall accept any Employer contributions made in the form of Stock, and shall acquire, sell, exchange, distribute, and otherwise deal with and dispose of Stock in accordance with the instructions of the Committee. The Trustee shall have full responsibility for the investment of the Investment Fund, except to the extent such responsibility may be delegated from time to time to one or more investment managers pursuant to Section 2.3 of the Trust Agreement, or to the extent the Committee directs the Trustee to purchase Stock with the assets in the Investment Fund.

6.3 Acquisition of Stock. From time to time the Committee may, in its sole discretion, direct the Trustee to acquire Stock from the issuing Employer or from shareholders, including shareholders who are or have been Employees, Participants, or fiduciaries with respect to the Plan. The Trustee shall pay for such Stock no more than its fair market value, which shall be determined conclusively by the Committee pursuant to Section 12.4. The Committee may direct the Trustee to finance the acquisition of Stock by incurring or assuming indebtedness to the seller or another party which indebtedness shall be called an “Exempt Loan.” The term “Exempt Loan” shall refer to a loan made to the Plan by a disqualified person within the meaning of Section 4975(e)(2) of the Code, or a loan to the Plan which is guaranteed by a disqualified person. An Exempt Loan includes a direct loan of cash, a purchase-money transaction, and an assumption of an obligation of a tax-qualified employee stock ownership plan under Section 4975(e)(7) of the Code (“ESOP”). For these purposes, the term “guarantee” shall include an unsecured guarantee and the use of assets of a disqualified person as collateral for a loan, even though the use of assets may not be a guarantee under applicable state law. An amendment of an Exempt Loan in order to qualify as an “exempt loan” is not a refinancing of the Exempt Loan or the making of another Exempt Loan. The term “exempt loan” refers to a loan that is primarily for the benefit of the Plan participants and their beneficiaries and that satisfies the provisions of this paragraph. A “non-exempt loan” fails to satisfy this paragraph. Any Exempt Loan shall be subject to the following conditions and limitations:

6.3-1 All Exempt Loans incurred by the Plan must be primarily for the benefit of Plan Participants and Beneficiaries, and an Exempt Loan shall be for a specific term, shall not be payable on demand except in the event of default, and shall bear a reasonable rate of interest, such that the interest rate and the price of the securities to be acquired with the Exempt Loan will not cause the Plan’s assets to be inappropriately impaired in violation of Treasury Regulation Section 54.4975-7(b)(3).6.3-2 An Exempt Loan may, but need not, be secured by a collateral pledge of either the Stock acquired in exchange for the Exempt

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Loan, or the Stock previously pledged in connection with a prior Exempt Loan which is being repaid with the proceeds of the current Exempt Loan. No other assets of the Plan and Trust may be used as collateral for an Exempt Loan, and no creditor under an Exempt Loan shall have any right or recourse to any Plan and Trust assets other than Stock remaining subject to a collateral pledge.

6.3-3 Any pledge of Stock to secure an Exempt Loan must provide for the release of pledged Stock in connection with payments on the Exempt Loans in the ratio prescribed in Section 4.2.

6.3-4 Repayments of principal and interest on any Exempt Loan during any Plan Year must not exceed an amount equal to the sum of contributions and earnings received during or prior to such Plan Year, less such payments in prior Plan Years and from cash dividends received on Stock, in the last case, however, subject to the further requirements of Section 7.2. All contributions and earnings shall be separately accounted for in the Plan’s records until the Exempt Loan is repaid.

6.3-5 In the event of default of an Exempt Loan, the value of Plan assets transferred in satisfaction of the Exempt Loan must not exceed the amount of the default. If the lender is a disqualified person within the meaning of Section 4975 of the Code, an Exempt Loan must provide for a transfer of Plan assets upon default only upon and to the extent of the failure of the Plan to meet the payment schedule of said Exempt Loan. For purposes of this paragraph, the making of a guarantee does not make a person a lender.

6.4 Participants’ Option to Diversify. The Committee shall provide for a procedure under which each Participant may, during the qualified election period, elect to “diversify” a portion of the Employer Stock allocated to his Account, as provided in Section 401(a)(28)(B) of the Code. An election to diversify must be made on the prescribed form and filed with the Committee within the period specified herein. For each of the first five (5) Plan years in the qualified election period, the Participant may elect to diversify an amount which does not exceed 25% of the number of shares allocated to his Account since the inception of the Plan, less all shares with respect to which an election under this Section has already been made. For the last year of the qualified election period, the Participant may elect to have up to 50 percent of the value of his Account committed to other investments, less all shares with respect to which an election under this Section has already been made. The term “qualified election period” shall mean the six (6) Plan Year period beginning with the first Plan Year in which a Participant has both attained age 55 and completed 10 years of participation in the Plan. A Participant’s election to diversify his Account may be made within each year of the qualified election period and shall continue for the 90-day period immediately following the last day of each year in the qualified election period. Once a Participant makes such election, the Plan must complete diversification in accordance with such election within 90 days after the end of the period during which the election could be made for the Plan Year. In the discretion of the Committee, the Plan may satisfy the diversification requirement by any of the following methods:

6.4-1 The Plan may distribute all or part of the amount subject to the diversification election.

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6.4-2 The Plan may offer the Participant at least three other distinct investment options, if available under the Plan. The other investment options shall satisfy the requirements of Regulations under Section 404(c) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

6.4-3 The Plan may transfer the portion of the Participant’s Account subject to the diversification election to another qualified defined contribution plan of the Employer that offers at least three investment options satisfying the requirements of the Regulations under Section 404(c) of ERISA.

Section 7. Voting Rights and Dividends on Stock.

7.1 Voting and Tendering of Stock.

7.1-1 The Trustee generally shall vote all shares of Stock held under the Plan in accordance with the written instructions of the Committee. However, if any Employer has a registration-type class of securities within the meaning of Section 409(e)(4) of the Code, or if a matter submitted to the holders of the Stock involves a merger, consolidation, recapitalization, reclassification, liquidation, dissolution, or sale of substantially all assets of an entity, then (i) the shares of Stock which have been allocated to Participants’ Accounts shall be voted by the Trustee in accordance with the Participants’ written instructions, and (ii) the Trustee shall vote any unallocated Stock, allocated Stock for which it has received no voting instructions, and Stock for which Participants vote to “abstain,” in the same proportions as it votes the allocated Stock for which it has received instructions from Participants. In the event no shares of Stock have been allocated to Participants’ Accounts at the time Stock is to be voted and any exempt loan which may be outstanding is not in default, each Participant shall be deemed to have one share of Stock allocated to his or her Account for the sole purpose of providing the Trustee with voting instructions.

Notwithstanding any provision hereunder to the contrary, all unallocated shares of Stock must be voted by the Trustee in a manner determined by the Trustee to be for the exclusive benefit of the Participants and Beneficiaries. Whenever such voting rights are to be exercised, the Employers shall provide the Trustee, in a timely manner, with the same notices and other materials as are provided to other holders of the Stock, which the Trustee shall distribute to the Participants. The Participants shall be provided with adequate opportunity to deliver their instructions to the Trustee regarding the voting of Stock allocated to their Accounts. The instructions of the Participants’ with respect to the voting of allocated shares hereunder shall be confidential.

7.1-2 In the event of a tender offer, Stock shall be tendered by the Trustee in the same manner as set forth above with respect to the voting of Stock. Notwithstanding any provision hereunder to the contrary, Stock must be tendered by the Trustee in a manner determined by the Trustee to be for the exclusive benefit of the Participants and Beneficiaries.

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7.2 Application of Dividends.

7.2-1 Stock Dividends. Dividends on Stock which are received by the Trustee in the form of additional Stock shall be retained in the Stock Fund, and shall be allocated among the Participants’ Accounts and the Unallocated Stock Fund in accordance with their holdings of the Stock on which the dividends are paid.

7.2-2 Cash Dividends. The treatment of dividends paid in cash shall be determined after consideration to whether the cash dividends are paid on Stock held in Participants’ Accounts or the Unallocated Stock Fund.

(i) On Stock in Participants’ Accounts.

(A) Employer Exercises Discretion. Dividends on Stock credited to Participants’ Accounts which are received by the Trustee in the form of cash shall, at the direction of the Employer paying the dividends, either (i) be credited to the Accounts in accordance with Section 8.4(c) and invested as part of the Investment Fund, (ii) be distributed immediately to the Participants in proportion with the Participants’ Stock Fund Account balance (iii) be distributed to the Participants within 90 days of the close of the Plan Year in which paid in proportion with the Participants’ Stock Fund Account balance or (iv) be used to make payments on the Exempt Loan. If dividends on Stock allocated to a Participant’s Account are used to repay the Exempt Loan, Stock with a fair market value equal to the dividends so used must be allocated to such Participant’s Account in lieu of the dividends.

(B) Participant Exercises Discretion over Dividend. In addition, in the sole discretion of the Employer, the Employer may grant Participants the right to elect: (I) to have cash dividends paid on shares of Stock credited to such Participants’ Stock Fund Accounts distributed to the Participant, or (II) to leave the cash dividends allocated to the Participant’s Account in the Plan, to be credited to the Stock Fund Account and invested in shares of Stock. Dividends on which such election may be made will be fully vested in the Participant (even if not otherwise vested, absent the ability to make such election). Accordingly, the Employer may choose to offer this election only to Participants who are fully vested in their Account. In the event the Employer elects to give Participants the right to determine the treatment of such dividends, the Participant’s election shall be made by filing with the Committee the appropriate written direction as provided by the Committee at such time and in accordance with such procedures and limitations which the Committee may from time to time establish; provided, however, that the procedures established by the Committee shall provide a reasonable opportunity to change the election at least annually, may establish a default election if a Participant fails to make an affirmative election within the time established for making elections, may provide that the election is applicable for the Plan Year and cannot be revoked with respect to such Plan Year,

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shall otherwise be implemented in a manner such that the dividends paid or reinvested will constitute “applicable dividends” which may be deducted under Code Section 404(k), and are in accordance with applicable guidance issued or to be issued by the Secretary of the Treasury. If the Employer elects to give Participants the right to exercise the discretion in this Paragraph 7.2-2(i)(B), the ability to make such election shall be available to the Participant with respect to dividends paid for the entire Plan Year.

(ii) On Stock in the Unallocated Stock Fund. Dividends received on shares of Stock held in the Unallocated Stock Fund shall be applied to the repayment of principal and interest then due on the Exempt Loan used to acquire such shares. If the amount of dividends exceeds the amount needed to repay such principal and interest (including any prepayments of principal and interest deemed advisable by the Employer), then in the sole discretion of the Committee, the excess shall: (A) be allocated to Active Participants on a non-discriminatory basis, consistent with Section 7.2-2(i) above, and in the discretion of the Committee, treated as a dividend described in such Section, or (B) be deemed to be general earnings of the Trust Fund and used for paying appropriate Plan or Trust related expenditures for the Plan Year. Notwithstanding the foregoing, dividends paid on a share of Stock may not be used to make payments on a particular Exempt Loan unless the share was acquired with the proceeds of such loan or a refinancing of such loan.

Section 8. Adjustments to Accounts.

8.1 ESOP Allocations. Amounts available for allocation for a particular Plan Year will be divided into two categories. The first category relates to shares of Stock released from the Unallocated Stock Fund attributable to using cash dividends to make Exempt Loan payments. The second category relates to contributions made by the Employer, shares of Stock released from the Unallocated Stock Fund on the basis of Employer contributions (or on the basis of the complete repayment of the Exempt Loan through the sale or other disposition of Stock in the Unallocated Stock Fund) and amounts forfeited from Stock Fund Accounts pursuant to Section 9.5.

8.1-1 Shares of Stock attributable to the first category will be allocated to the Stock Fund Accounts of eligible Participants as follows:

(i) first, if dividends paid on shares of Stock held in Participants’ Stock Fund Accounts are used to make payments on an Exempt Loan, there shall be allocated to each such account a number of shares of Stock released from the Unallocated Stock Fund with a fair market value (determined as of the Valuation Date coincident with or immediately preceding the loan payment date) that equals the amount of dividends so used,

(ii) second, if necessary, any remaining shares of Stock shall be applied to reinstate amounts forfeited from Stock Fund Accounts of former employees who are entitled to a reinstatement under Section 9.5, and

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(iii) finally, any remaining shares of Stock shall be allocated as a general investment gain in proportion to the number of shares held in the Active Participants’ Stock Fund Accounts as of the last Valuation Date of the Plan Year for which they are allocated in the same manner as described in Section 7.2-2(i).

8.1-2 Shares of Stock or cash attributable to the second category (i.e., Employer contributions, Stock released from the Unallocated Stock Fund on the basis of Employer contributions, and amounts forfeited) will be allocated to the Stock Fund Accounts or Investment Fund Accounts, as the case may be, pro rata, in proportion to the 415 Compensation of each Active Participant that was earned by such Participant during the period of the Plan Year in which such person participated in the Plan compared to total 415 Compensation for all Active Participants.

8.1-3 Shares of Stock or cash attributable to contributions made under Section 4.1-2 shall be allocated specifically to the Participants on whose behalf such contributions were made.

8.2 Charges to Accounts. When a Valuation Date occurs, any distributions made to or on behalf of any Participant or Beneficiary since the last preceding Valuation Date shall be charged to the proper Accounts maintained for that Participant or Beneficiary.

8.3 Stock Fund Account. Subject to the provisions of Sections 5 and 8.1, as of the last day of each Plan Year, the Trustee shall credit to each Participant’s Stock Fund Account: (a) the Participant’s allocable share of Stock purchased by the Trustee or contributed by the Employer to the Trust Fund for that year; (b) the Participant’s allocable share of the Stock that is released from the Unallocated Stock Fund for that year; (c) the Participant’s allocable share of any forfeitures of Stock arising under the Plan during that year; and (d) any stock dividends declared and paid during that year on Stock credited to the Participant’s Stock Fund Account.

8.4 Investment Fund Account. Subject to the provisions of Sections 5 and 8.1 as of the last day of each Plan Year, the Trustee shall credit to each Participant’s Investment Fund Account: (a) the Participant’s allocable share of any contribution for that year made by the Employer in cash or in property other than Stock that is not used by the Trustee to purchase Employer Stock or to make payments due under an Exempt Loan; (b) the Participant’s allocable share of any forfeitures from the Investment Fund Accounts of other Participants arising under the Plan during that year; (c) any cash dividends paid during that year on Stock credited to the Participant’s Stock Fund Account, other than dividends which are paid directly to the Participant and other than dividends which are used to repay Exempt Loan; and (d) the share of the net income or loss of the Trust Fund properly allocable to that Participant’s Investment Fund Account, as provided in Section 8.5.

8.5 Adjustment to Value of Trust Fund. As of the last day of each Plan Year, the Trustee shall determine: (i) the net worth of that portion of the Trust Fund which consists of properties other than Stock (the “Investment Fund”); and (ii) the increase or decrease in the net worth of the Investment Fund since the last day of the preceding Plan Year. The net worth of the Investment Fund shall be the fair market value of all properties held by the Trustee under the Trust Agreement other than Stock, net of liabilities other than liabilities to Participants and their

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beneficiaries. The Trustee shall allocate to the Investment Fund Account of each Participant that percentage of the increase or decrease in the net worth of the Investment Fund equal to the ratio which the balances credited to the Participant’s Investment Fund Account bear to the total amount credited to all Participants’ Investments Fund Accounts. This allocation shall be made after application of Section 7.2, but before application of Sections 8.1, 8.4 and 5.1.

8.6 Participant Statements. Each Plan Year, the Trustee will provide each Participant with a statement of his or her Account balances, and the vested percentage thereof, as of the last day of the Plan Year.

Section 9. Vesting of Participants’ Interests.

9.1 Vesting in Accounts. A Participant’s vested interest in his Account shall be based on his Vesting Years in accordance with the following table, subject to the balance of this Section 9:

Vesting Years	Percentage of Interest Vested
Fewer than 3		0	%
3 or more		100	%

9.2 Computation of Vesting Years. For purposes of this Plan, a “Vesting Year” means generally a Plan Year in which an Employee has performed at least 1,000 Hours of Service, beginning with the first Plan Year in which the Employee has completed an Hour of Service with the Employer, and including Service with other Employers as provided in the definition of “Service.” Notwithstanding the above, an Employee who was employed with the Bank in its pre-conversion mutual form (the “Mutual Bank”) shall receive credit for vesting purposes for each calendar year of continuous employment with the Mutual Bank in which such Employee completed 1,000 Hours of Service (such years shall also be referred to as “Vesting Years”). However, a Participant’s Vesting Years shall be computed subject to the following conditions and qualifications:

9.2-1 A Participant’s Vesting Years shall not include any Service prior to the date on which an Employee attains age 18.

9.2-2 To the extent applicable, a Participant’s vested interest in his Account accumulated before five (5) consecutive one year Breaks in Service shall be determined without regard to any Service after such five consecutive Breaks in Service. Further, if a Participant has five (5) consecutive one year Breaks in Service before his interest in his Account has become vested to some extent, pre-Break in Service Years of Service shall not be required to be taken into account for purposes of determining his post-Break in Service vested percentage.

9.2-3 To the extent applicable, in the case of a Participant who has five (5) or more consecutive one year Breaks in Service, the Participant’s pre-Break in Service will

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count in vesting of the Employer-derived post-Break in Service accrued benefit only if either:

(i) such Participant has any nonforfeitable interest in the accrued benefit attributable to Employer contributions at the time of severance from employment, or

(ii) upon returning to Service the number of consecutive one year Breaks in Service is less than the number of Years of Service.

9.2-4 Notwithstanding any provision of the Plan to the contrary, calculation of service for determining Vesting Years with respect to qualified military service will be provided in accordance with Section 414(u) of the Code.

9.2-5 To the extent applicable, if any amendment changes the vesting schedule, including an automatic change to or from a top-heavy vesting schedule, any Participant with three (3) or more Vesting Years may, by filing a written request with the Employer, elect to have his vested percentage computed under the vesting schedule in effect prior to the amendment. The election period must begin not later than the later of sixty (60) days after the amendment is adopted, the amendment becomes effective, or the Participant is issued written notice of the amendment by the Employer or the Committee.

9.3 Full Vesting Upon Certain Events.

9.3-1 Notwithstanding Section 9.1, a Participant’s interest in his Account shall fully vest on the Participant’s Normal Retirement Date. The Participant’s interest shall also fully vest in the event that his Service is terminated by Disability or by death. For purposes of this Section 9.3-1, benefits payable in the event of a Participant’s death or Disability while performing qualified military service shall fully vest in accordance with Section 414(u)(9) of the Code.

9.3-2 The Participant’s interest in his Account shall also fully vest in the event of a “Change in Control” of the Bank, or the Company. For these purposes “Change in Control” means a change in control of a nature that: (i) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) results in a Change in Control of the Bank or the Company within the meaning of Home Owners’ Loan Act, as amended, and applicable rules and regulations promulgated thereunder as in effect at the time of the Change in Control (collectively, the “HOLA”); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) , other than Cullman Savings Bank, MHC, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company’s outstanding securities, except for any securities purchased by the Bank’s employee stock ownership plan or trust; or (b) individuals who constitute the Board of the Directors on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority

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thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs or is effected; or (d) a proxy statement soliciting proxies from stockholders of the Company is distributed, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more business organizations as a result of which the outstanding shares of the class of securities then subject to the plan are to be exchanged for or converted into cash or property or securities not issued by the Company; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. Notwithstanding anything herein to the contrary, a Change in Control shall not be deemed to have occurred in connection with the conversion of Cullman Savings Bank, M.H.C. from the mutual holding company to the stock holding company form of organization (the “Second-Step Conversion”) and the related offering of shares of common stock (the “Offering”) by Company.

9.4 Full Vesting Upon Plan Termination. Notwithstanding Section 9.1, a Participant’s interest in his Account shall fully vest upon termination of this Plan or upon the permanent and complete discontinuance of contributions by his Employer. In the event of a partial termination, the interest of each affected Participant shall fully vest with respect to that part of the Plan which is terminated. A partial termination of the Plan shall be determined by the Internal Revenue Service Commissioner based on the facts and circumstances of the particular case in accordance with Code Section 411(d)(3) and the corresponding Treasury Regulations issued thereunder.

9.5 Forfeiture, Repayment, and Restoral. If a Participant’s Service terminates before his interest in his Account is fully vested, that portion which has not vested shall be forfeited if he either (i) receives a distribution of his entire vested interest pursuant to Section 10.1, or (ii) incurs five consecutive one-year Breaks in Service. If a Participant’s Service terminates prior to having any portion of his Account become vested, such Participant shall be deemed to have received a distribution of his vested interest immediately upon his termination of Service.

If a Participant who has suffered a forfeiture of the nonvested portion of his Account returns to Service before he has five (5) consecutive one-year Breaks in Service, the nonvested portion shall be restored, provided that, if the Participant had received a distribution of his vested Account balance, the amount distributed shall be repaid prior to such restoral. The Participant may repay such amount at any time within five years after he has returned to Service. The amount repaid shall be credited to his Account at the time it is repaid; an additional amount equal to that portion of his Account which was previously forfeited shall be restored to his Account at the same time from other Employees’ forfeitures and, if such forfeitures are insufficient, then from amounts

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allocated in accordance with Section 8.1-1(ii), and if insufficient, then from a special contribution by his Employer for that year. A Participant who was deemed to have received a distribution of his vested interest in the Plan shall have his Account restored as of the first day on which he performs an Hour of Service after his return.

In addition, if a Participant did not receive a distribution of his vested Account balance but his non-vested Account balance was forfeited after a one-year Break in Service, such nonvested Account balance shall be restored if the Plan terminates before the Participant has a five-year Break in Service. If the Participant did not receive a distribution of his vested Account balance, any forfeiture restored shall include earnings that would have been credited to the Account but for the forfeiture.

For purposes of this Section and Section 5.1 of the Plan, if a portion of a Participant’s account is forfeited, Stock allocated from an Exempt Loan will be forfeited only after other assets. If interests in more than one class of Stock have been allocated to a Participant’s Account, the Participant must be treated as forfeiting the same proportion of each such class.

9.6 Accounting for Forfeitures. If a portion of a Participant’s Account is forfeited, Stock allocated to said Participant’s Account shall be forfeited only after other assets are forfeited. If interests in more than one class of Stock have been allocated to a Participant’s Account, the Participant must be treated as forfeiting the same proportion of each class of Stock. A forfeiture shall be charged to the Participant’s Account as of the first day of the first Valuation Period in which the forfeiture becomes certain pursuant to Section 9.5. Except as otherwise provided in that Section, a forfeiture shall be added to the contributions of the terminated Participant’s Employer which are to be credited to other Participants pursuant to Section 4.1 as of the last day of the Plan Year in which the forfeiture becomes certain.

9.7 Vesting and Nonforfeitability. A Participant’s interest in his Account which has become vested shall be nonforfeitable for any reason.

Section 10. Payment of Benefits.

10.1 Benefits for Participants. For a Participant whose Service ends for any reason, distribution will be made to or for the benefit of the Participant or, in the case of the Participant’s death, his Beneficiary, by payment in a lump sum, in accordance with Section 10.2. Prior to any such distribution, any Participant entitled to a distribution will receive a form upon which the Participant can elect the manner of such distribution (e.g., whether to receive the distribution directly or transfer such distribution to an individual retirement account or other tax-qualified plan), a special tax notice regarding the consequences of such distribution, and, if applicable, that the Participant has the right not to consent to a distribution at such time.

If a Participant so desires, he may direct how his benefits are to be paid to his Beneficiary. Notice to the Participant with regard to having the right to elect the manner in which his vested Account balance will be distributed to him may be given up to 180 days before the first day of the first period for which an amount is payable. If a deceased Participant did not file a direction with the Committee, the Participant’s benefits shall be distributed to his Beneficiary in a lump sum. Notwithstanding any provision to the contrary, if the value of a Participant’s vested Account

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balance at the time of any distribution does not exceed $1,000, then such Participant’s vested Account shall be distributed, without regard to whether the Participant consents, in a lump sum within 60 days after the end of the Plan Year in which employment terminates. If the value of a Participant’s vested Account balance is in excess of $5,000, then his benefits shall not be paid prior to his Normal Retirement Date unless he elects an early payment date in a written election filed with the Committee. A Participant may modify such an election at any time, provided any new benefit payment date is at least 30 days after a modified election is delivered to the Committee. The Committee shall provide the Participant with written notice designed to comply with the requirements of Code Section 411(a)(11), and shall provide the Participant with a general description of the material features of the optional forms of benefits under the Plan and the right to defer receipt of any distribution under the Plan. Such notice shall be provided no less than 30 days and no more than 180 days before the date a distribution under the Plan commences. Notwithstanding the foregoing, failure of a Participant to consent to a distribution prior his Normal Retirement Date shall be deemed to be an election to defer commencement of payment of any benefit under this section. Notwithstanding the foregoing, unless a Participant elects to receive a distribution, the Committee shall transfer accounts of $1,000 or more, but not exceeding $5,000, in a direct rollover to an individual retirement plan designated by the Committee in accordance with Code Section 401(a)(31)(B) and the regulations promulgated thereunder. All distributions of $5,000 or less that are made pursuant to this Section without the Participant’s consent shall be made in cash.

Notwithstanding anything to the contrary, in the event the Participant dies while performing qualified military service (as defined Section 414(u) of the Code), the Participant’s Beneficiary shall be entitled to any additional benefit provided under the Plan had the Participant resumed and then severed from employment on account of death.

10.2 Time for Distribution.

10.2-1 If the Participant and, if applicable, with the consent of the Participant’s spouse, elects the distribution of the Participant’s Account balance in the Plan, distribution shall commence as soon as practicable following his termination of Service, but no later than one year after the close of the Plan Year in which the Participant severs employment by reason of attainment of Normal Retirement Age under the Plan, Disability, or death, or which is the fifth Plan Year following the Plan Year in which the Participant otherwise severs employment, except that this clause shall not apply if the Participant is reemployed by the Employer before distribution is required to begin.

10.2-2 Unless the Participant elects otherwise, the distribution of the balance of a Participant’s Account shall commence not later than the 60th day after the latest of the close of the Plan Year in which:

(i) the Participant attains the age of 65;

(ii) occurs the tenth anniversary of the year in which the Participant commenced participation in the Plan; or

(iii) the Participant terminates his Service with the Employer.

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10.2-3 Notwithstanding anything to the contrary, (1) with respect to a 5-percent owner (as defined in Code Section 416), distribution of a Participant’s Account shall commence (whether or not he remains in the employ of the Employer) not later than the April 1 of the calendar year next following the calendar year in which the Participant attains age 72 (or age 70 ¹⁄₂ if the Participant was born before July 1, 1949), and (2) with respect to all other Participants, payment of a Participant’s benefit will commence not later than April 1 of the calendar year following the calendar year in which the Participant attains age 72 (or age 70 ¹⁄₂ if the Participant was born before July 1, 1949), or, if later, the year in which the Participant retires. A Participant’s benefit from that portion of his Account committed to the Investment Fund shall be calculated on the basis of the most recent Valuation Date before the date of payment.

10.2-4 Distribution of a Participant’s Account balance after his death shall comply with the following requirements:

(i) If a Participant dies before his distributions have commenced, distribution of his Account to his Beneficiary shall commence not later than one year after the end of the Plan Year in which the Participant died; however, if the Participant’s Beneficiary is his surviving Spouse, distributions may commence on the date on which the Participant would have attained age 72 (or age 70 ¹⁄₂ if the Participant was born before July 1, 1949). In either case, distributions shall be completed within five years after they commence.

(ii) If the Participant dies after distribution has commenced pursuant to Section 10.1 but before his entire interest in the Plan has been distributed to him, then the remaining portion of that interest shall, in accordance with Section 401(a)(9) of the Code, be distributed at least as rapidly as under the method of distribution being used under Section 10.1 at the date of his death.

(iii) If a married Participant dies before his benefit payments begin, then the Committee shall cause the balance in his Account to be paid to his Beneficiary, provided, however, that no election by a married Participant of a different Beneficiary than his surviving Spouse shall be valid unless the election is accompanied by the Spouse’s written consent, which (i) must acknowledge the effect of the election, (ii) must explicitly provide either that the designated Beneficiary may not subsequently be changed by the Participant without the Spouse’s further consent, or that it may be changed without such consent, and (iii) must be witnessed by the Committee, its representative, or a notary public. This requirement shall not apply if the Participant establishes to the Committee’s satisfaction that the Spouse may not be located.

10.2-5 All distributions under this section shall be determined and made in accordance with Code Section 401(a)(9) and final Treasury Regulations Sections 1.401(a)(9)-1 through 1.401(a)(9)-9, including the minimum distribution incidental benefit requirements of Code Section 401(a)(9)(G). These provisions override any distribution options in the Plan inconsistent with Code Section 401(a)(9).

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10.3 Marital Status. The Committee, the Plan, the Trustee, and the Employers shall be fully protected and discharged from any liability to the extent of any benefit payments made as a result of the Committee’s good faith and reasonable reliance upon information obtained from a Participant and his Employer as to his marital status.

10.4 Delay in Benefit Determination. If the Committee is unable to determine the benefits payable to a Participant or Beneficiary on or before the latest date prescribed for payment pursuant to Section 10.1 or 10.2, the benefits shall in any event be paid within 60 days after they can first be determined, with whatever makeup payments may be appropriate in view of the delay.

10.5 Accounting for Benefit Payments. Any benefit payment shall be charged to the Participant’s Account as of the first day of the Valuation Period in which the payment is made.

10.6 Options to Receive Stock. Unless ownership of virtually all Stock is restricted to active Employees and qualified retirement plans for the benefit of Employees pursuant to the certificates of incorporation or by laws of the Employers issuing Stock, a terminated Participant or the Beneficiary of a deceased Participant may instruct the Committee to distribute the Participant’s entire vested interest in his Account in cash, Stock or a combination of cash and Stock. In the event the Participant elects to receive all Stock, the Committee shall apply the Participant’s vested interest in the Investment Fund to purchase sufficient Stock from the Stock Fund or from any owner of Stock to make the required distribution. If Stock acquired with the proceeds of an Exempt Loan available for distribution consist of more than one class of Stock, the Participant (or Beneficiary, if applicable) must receive substantially the same proportion of each such class.

Any Participant who receives Stock pursuant to Section 10.1, and any person who has received Stock from the Plan or from such a Participant by reason of the Participant’s death or incompetence, by reason of divorce or separation from the Participant, or by reason of a rollover contribution described in Section 402(a)(5) of the Code, shall have the right to require the Employer which issued the Stock to purchase the Stock for its current fair market value (hereinafter referred to as the “put right”). The put right shall be exercisable by written notice to the Committee during the first 60 days after the Stock is distributed by the Plan, and, if not exercised in that period, during the first 60 days in the following Plan Year after the Committee has communicated to the Participant its determination as to the Stock’s current fair market value. However, the put right shall not apply to the extent that the Stock, at the time the put right would otherwise be exercisable, is Readily Tradable on an Established Securities Market. Similarly, the put option shall not apply with respect to the portion of a Participant’s Account which the Employee elected to have reinvested under Code Section 401(a)(28)(B). If the put right is exercised, the Trustee may, if so directed by the Committee in its sole discretion, assume the Employer’s rights and obligations with respect to purchasing the Stock. Notwithstanding anything herein to the contrary, in the case of a plan established by a bank (as defined in Code Section 581), the put option shall not apply if prohibited by a federal or state law and Participants are entitled to elect their benefits be distributed in cash.

The Employer or the Trustee, as the case may be, may elect to pay for the Stock in equal periodic installments, not less frequently than annually, over a period beginning not later than 30 days after the exercise of the put right and not exceeding five years, with adequate security and

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interest at a reasonable rate on the unpaid balance, all such terms to be set forth in a promissory note delivered to the seller with normal terms as to acceleration upon any uncured default.

Nothing contained herein shall be deemed to obligate any Employer to register any Stock under any federal or state securities law or to create or maintain a public market to facilitate the transfer or disposition of any Stock. The put right described herein may only be exercised by a person described in the second preceding paragraph, and may not be transferred with any Stock to any other person. As to all Stock purchased by the Plan in exchange for any Exempt Loan, the put right shall be nonterminable. The put right for Stock acquired through an Exempt Loan shall continue with respect to such Stock after the Exempt Loan is repaid or the Plan ceases to be an employee stock ownership plan. Notwithstanding anything in the Plan to the contrary, if securities acquired with the proceeds of an exempt loan available for distribution consist of more than one class, a distributee must receive substantially the same proportion of each such class, in accordance with Treasury Regulations Section 54.4975-11(f)(2).

10.7 Restrictions on Disposition of Stock. Except in the case of Stock which is traded on an established market, a Participant who receives Stock pursuant to Section 10.1, and any person who has received Stock from the Plan or from such a Participant by reason of the Participant’s death or incompetence, by reason of divorce or separation from the Participant, or by reason of a rollover contribution described in Section 402(a)(5) of the Code, shall, prior to any sale or other transfer of the Stock to any other person, first offer the Stock to the issuing Employer and to the Plan at the greater of (i) its current fair market value, or (ii) the purchase price offered in good faith by an independent third party purchaser. This restriction shall apply to any transfer, whether voluntary, involuntary, or by operation of law, and whether for consideration or gratuitous. Either the Employer or the Trustee may accept the offer within 14 days after it is delivered. Any Stock distributed by the Plan shall bear a conspicuous legend describing the right of first refusal under this Section 10.7, as well as any other restrictions upon the transfer of the Stock imposed by federal and state securities laws and regulations.

10.8 Continuing Loan Provisions; Creations of Protections and Rights. Except as otherwise provided in Sections 10.6 and 10.7 and this Section, no shares of Employer Stock held or distributed by the Trustee may be subject to a put, call or other option, or buy-sell arrangement. The provisions of this Section shall continue to be applicable to such Stock even if the Plan ceases to be an employee stock ownership plan under Section 4975(e)(7) of the Code.

10.9 Direct Rollover of Eligible Distribution. A Participant or distributee may elect, at the time and in the manner prescribed by the Trustee or the Committee, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the Participant or distributee in a direct rollover.

10.9-1 An “eligible rollover” is any distribution that does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the Participant and the Participant’s Beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Code Section 401(a)(9); any hardship distribution described in Section 401(k)(2)(B)(i)(IV) of the Code; and the portion of any distribution that is not included in

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gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities). A portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in section 401(a) or 403(a) of the Code that agrees to separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.

10.9-2 An “eligible retirement plan” is an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), a deemed individual retirement account described in Code Section 408(q), an annuity plan described in Code Section 403(a), a Roth individual retirement account in accordance with Code Section 408A(e), or a qualified trust described in Code Section 401(a), that accepts the distributee’s eligible rollover distribution. An eligible retirement plan shall also include an annuity contract described in Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan.

10.9-3 A “direct rollover” is a payment by the Plan to the eligible retirement plan specified by the distributee.

10.9-4 The term “distributee” shall refer to a deceased Participant’s Spouse or a Participant’s former Spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), and shall include non-spouse Beneficiaries pursuant to Code Section 402(c)(11).

10.9-5 The Committee shall provide Participants or other distributes of eligible rollover distributions with a written notice designed to comply with the requirements of Code Section 402(f). Such notice shall be provided within a reasonable period of time before making an eligible rollover distribution. Such notice may be provided up to 180 days before the first day of the first period for which an amount is payable.

10.10 Waiver of 30-Day Period After Notice of Distribution. If a distribution is one to which Sections 402(f) and 411(a)(11) of the Code apply, such distribution may commence less than 30 days after the notice required Section 1.402(f)-1 or 1.411(a)-11(c) of the Treasury Regulations is given, provided that:

(i) the Trustee or Committee, as applicable, clearly informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a rollover or a distribution (and, if applicable, a particular option), and

(ii) the Participant, after receiving the notice, affirmatively elects a distribution.

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Section 11. Rules Governing Benefit Claims and Review of Appeals.

11.1 Claim for Benefits. Any Participant or Beneficiary who qualifies for the payment of benefits shall file a claim for his benefits with the Committee on a form provided by the Committee. The claim, including any election of an alternative benefit form, shall be filed at least 30 days before the date on which the benefits are to begin. If a Participant or Beneficiary fails to file a claim by the day before the date on which benefits become payable, he shall be presumed to have filed a claim for payment for the Participant’s benefits in the standard form prescribed by Sections 10.1 or 10.2.

11.2 Notification by Committee. Within 90 days after receiving a claim for benefits (or within 180 days, if special circumstances require an extension of time and written notice of the extension is given to the Participant or Beneficiary within 90 days after receiving the claim for benefits), the Committee shall notify the Participant or Beneficiary whether the claim has been approved or denied. If the Committee denies a claim in any respect, the Committee shall set forth in a written notice to the Participant or Beneficiary:

(i) each specific reason for the denial;

(ii) specific references to the pertinent Plan provisions on which the denial is based;

(iii) a description of any additional material or information which could be submitted by the Participant or Beneficiary to support his claim, with an explanation of the relevance of such information; and

(iv) an explanation of the claims review procedures set forth in Section 11.3.

11.3 Claims Review Procedure. Within 60 days after a Participant or Beneficiary receives notice from the Committee that his claim for benefits has been denied in any respect, he may file with the Committee a written notice of appeal setting forth his reasons for disputing the Committee’s determination. In connection with his appeal the Participant or Beneficiary or his representative may inspect or purchase copies of pertinent documents and records to the extent not inconsistent with other Participants’ and Beneficiaries’ rights of privacy. Within 60 days after receiving a notice of appeal from a prior determination (or within 120 days, if special circumstances require an extension of time and written notice of the extension is given to the Participant or Beneficiary and his representative within 60 days after receiving the notice of appeal), the Committee shall furnish to the Participant or Beneficiary and his representative, if any, a written statement of the Committee’s final decision with respect to his claim, including the reasons for such decision and the particular Plan provisions upon which it is based.

Section 12. The Committee and its Functions.

12.1 Authority of Committee. The Committee shall be the “plan administrator” within the meaning of ERISA and shall have exclusive responsibility and authority to control and manage the operation and administration of the Plan, including the interpretation and application of its provisions, except to the extent such responsibility and authority are otherwise specifically (i) allocated to the Bank, the Employers, or the Trustee under the Plan and Trust Agreement, (ii)

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delegated in writing to other persons by the Bank, the Employers, the Committee, or the Trustee, or (iii) allocated to other parties by operation of law. The Committee shall have exclusive responsibility regarding decisions concerning the payment of benefits under the Plan. The Committee shall have no investment responsibility with respect to the Investment Fund except to the extent, if any, specifically provided in the Trust Agreement. In the discharge of its duties, the Committee may employ accountants, actuaries, legal counsel, and other agents (who also may be employed by an Employer or the Trustee in the same or some other capacity) and may pay their reasonable expenses and compensation.

12.2 Identity of Committee. The Committee shall consist of three or more individuals selected by the Bank. Any individual, including a director, trustee, shareholder, officer, or Employee of an Employer, shall be eligible to serve as a member of the Committee. The Bank shall have the power to remove any individual serving on the Committee at any time without cause upon 10 days written notice, and any individual may resign from the Committee at any time upon 10 days written notice to the Bank. The Bank shall notify the Trustee of any change in membership of the Committee.

12.3 Duties of Committee. The Committee shall keep whatever records may be necessary to implement the Plan and shall furnish whatever reports may be required from time to time by the Bank. The Committee shall furnish to the Trustee whatever information may be necessary to properly administer the Trust. The Committee shall see to the filing with the appropriate government agencies of all reports and returns required of the Plan under ERISA and other laws.

Further, the Committee shall have exclusive responsibility and authority with respect to the Plan’s holdings of Stock and shall direct the Trustee in all respects regarding the purchase, retention, sale, exchange, and pledge of Stock and the creation and satisfaction of Exempt Loans. The Committee shall at all times act consistently with the Bank’s long-term intention that the Plan, as an employee stock ownership plan, be invested primarily in Stock. Subject to the direction of the board as to the application of Employer contributions to Exempt Loans, and subject to the provisions of Sections 6.4 and 10.6 as to Participants’ rights under certain circumstances to have their Accounts invested in Stock or in assets other than Stock, the Committee shall determine in its sole discretion the extent to which assets of the Trust shall be used to repay Exempt Loans, to purchase Stock, or to invest in other assets to be selected by the Trustee or an investment manager. No provision of the Plan relating to the allocation or vesting of any interests in the Stock Fund or the Investment Fund shall restrict the Committee from changing any holdings of the Trust, whether the changes involve an increase or a decrease in the Stock or other assets credited to Participants’ Accounts. In determining the proper extent of the Trust’s investment in Stock, the Committee shall be authorized to employ investment counsel, legal counsel, appraisers, and other agents and to pay their reasonable expenses and compensation.

12.4 Valuation of Stock. If the Stock is not Readily Tradable on an Established Securities Market, the valuation of such Stock shall be determined by an independent appraiser. For purposes of the preceding sentence, the term “independent appraiser” means any appraiser meeting requirements similar to the requirements of the regulations prescribed under Code Section 170(a)(1). The Valuation Date for all Plan transactions, including transactions between the Plan

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and a disqualified person, shall be the date of the transaction, in accordance with Treasury Regulations Section 54.4975-11(d)(5).

12.5 Compliance with ERISA. The Committee shall perform all acts necessary to comply with ERISA. Each individual member or employee of the Committee shall discharge his duties in good faith and in accordance with the applicable requirements of ERISA.

12.6 Action by Committee. All actions of the Committee shall be governed by the affirmative vote of a number of members which is a majority of the total number of members currently appointed, including vacancies.

12.7 Execution of Documents. Any instrument executed by the Committee shall be signed by any member or employee of the Committee.

12.8 Adoption of Rules. The Committee shall adopt such rules and regulations of uniform applicability as it deems necessary or appropriate for the proper administration and interpretation of the Plan.

12.9 Responsibilities to Participants. The Committee shall determine which Employees qualify to enter the Plan. The Committee shall furnish to each Eligible Employee whatever summary plan descriptions, summary annual reports, and other notices and information may be required under ERISA. The Committee also shall determine when a Participant or his Beneficiary qualifies for the payment of benefits under the Plan. The Committee shall furnish to each such Participant or Beneficiary whatever information is required under ERISA (or is otherwise appropriate) to enable the Participant or Beneficiary to make whatever elections may be available pursuant to Sections 6 and 10, and the Committee shall provide for the payment of benefits in the proper form and amount from the assets of the Trust Fund. The Committee may decide in its sole discretion to permit modifications of elections and to defer or accelerate benefits to the extent consistent with applicable law and the Plan document and the best interests of all Participants and Beneficiaries in a non-discriminatory manner.

12.10 Alternative Payees in Event of Incapacity. If the Committee finds at any time that an individual qualifying for benefits under this Plan is a minor or is incompetent, the Committee may direct the benefits to be paid, in the case of a minor, to his parents, his legal guardian, or a custodian for him under the Uniform Gifts to Minors Act, or, in the case of an incompetent, to his spouse, or his legal guardian, the payments to be used for the individual’s benefit. The Committee and the Trustee shall not be obligated to inquire as to the actual use of the funds by the person receiving them under this Section 12.10, and any such payment shall completely discharge the obligations of the Plan, the Trustee, the Committee, and the Employers to the extent of the payment.

12.11 Indemnification by Employers. Except as separately agreed in writing, the Committee, and any member or employee of the Committee, shall be indemnified and held harmless by the Employer, jointly and severally, to the fullest extent permitted by ERISA, and subject to and conditioned upon compliance with 12 C.F.R. Section 545.121, to the extent applicable, against any and all costs, damages, expenses, and liabilities reasonably incurred by or imposed upon it or him in connection with any claim made against it or him or in which it or he

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may be involved by reason of its or his being, or having been, the Committee, or a member or employee of the Committee, to the extent such amounts are not paid by insurance.

12.12 Nonparticipation by Interested Member. Any member of the Committee who also is a Participant in the Plan shall take no part in any determination specifically relating to his own participation or benefits, unless his abstention would leave the Committee incapable of acting on the matter.

Section 13. Adoption, Amendment, or Termination of the Plan.

13.1 Adoption of Plan by Other Employers. With the consent of the Bank, any entity may become a participating Employer under the Plan by (i) taking such action as shall be necessary to adopt the Plan, (ii) becoming a party to the Trust Agreement establishing the Trust Fund, and (iii) executing and delivering such instruments and taking such other action as may be necessary or desirable to put the Plan into effect with respect to the entity’s Employees.

13.2 Plan Adoption Subject to Qualification. Notwithstanding any other provision of the Plan, the adoption of the Plan and the execution of the Trust Agreement are conditioned upon their being determined initially by the Internal Revenue Service to meet the qualification requirements of Section 401(a) of the Code, so that the Employers may deduct currently for federal income tax purposes their contributions to the Trust and so that the Participants may exclude the contributions from their gross income and recognize income only when they receive benefits. In the event that this Plan is held by the Internal Revenue Service not to qualify initially under Section 401(a), the Plan may be amended retroactively to the earliest date permitted by U.S. Treasury Regulations in order to secure qualification under Section 401(a). If this Plan is held by the Internal Revenue Service not to qualify initially under Section 401(a) either as originally adopted or as amended, each Employer’s contributions to the Trust under this Plan (including any earnings thereon) shall be returned to it and this Plan shall be terminated. In the event that this Plan is amended after its initial qualification and the Plan as amended is held by the Internal Revenue Service not to qualify under Section 401(a), the amendment may be modified retroactively to the earliest date permitted by U.S. Treasury Regulations in order to secure approval of the amendment under Section 401(a). In addition, reversions of Employer contributions (including earnings or losses attributable thereto) are permitted within one year after the applicable determination date, if the reversion is due to a good faith mistake of fact.

13.3 Right to Amend or Terminate. The Bank intends to continue this Plan as a permanent program. However, each participating Employer separately reserves the right to suspend, supersede, or terminate the Plan at any time and for any reason, as it applies to that Employer’s Employees, and the Bank reserves the right to amend, suspend, supersede, merge, consolidate, or terminate the Plan at any time and for any reason, as it applies to the Employees of each Employer. No amendment, suspension, supersession, merger, consolidation, or termination of the Plan shall (i) reduce any Participant’s or Beneficiary’s proportionate interest in the Trust Fund, (ii) reduce or restrict, either directly or indirectly, the benefit provided any Participant prior to the amendment, or (iii) divert any portion of the Trust Fund to purposes other than the exclusive benefit of the Participants and their Beneficiaries prior to the satisfaction of all liabilities under the Plan. Moreover, there shall not be any transfer of assets to a successor plan or merger or consolidation with another plan unless, in the event of the termination of the successor plan or the

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surviving plan immediately following such transfer, merger, or consolidation, each participant or beneficiary would be entitled to a benefit equal to or greater than the benefit he would have been entitled to if the plan in which he was previously a participant or beneficiary had terminated immediately prior to such transfer, merger, or consolidation. Following a termination of this Plan by the Bank, the Trustee shall continue to administer the Trust and pay benefits in accordance with the Plan as amended from time to time and the Committee’s instructions.

Section 14. Miscellaneous Provisions.

14.1 Plan Creates No Employment Rights. Nothing in this Plan shall be interpreted as giving any Employee the right to be retained as an Employee by an Employer, or as limiting or affecting the rights of an Employer to control its Employees or to terminate the Service of any Employee at any time and for any reason, subject to any applicable employment or collective bargaining agreements.

14.2 Nonassignability of Benefits. No assignment, pledge, or other anticipation of benefits from the Plan will be permitted or recognized by the Employer, the Committee, or the Trustee. Moreover, benefits from the Plan shall not be subject to attachment, garnishment, or other legal process for debts or liabilities of any Participant or Beneficiary, to the extent permitted by law. This prohibition on assignment or alienation shall apply to any judgment, decree, or order (including approval of a property settlement agreement) which relates to the provision of child support, alimony, or property rights to a present or former spouse, child or other dependent of a Participant pursuant to a state domestic relations or community property law, unless the judgment, decree, or order is determined by the Committee to be a qualified domestic relations order within the meaning of Section 414(p) of the Code, as more fully set forth in Section 14.12 hereof.

14.3 Limit of Employer Liability. The liability of the Employer with respect to Participants under this Plan shall be limited to making contributions to the Trust from time to time, in accordance with Section 4.

14.4 Treatment of Expenses. All expenses incurred by the Committee and the Trustee in connection with administering this Plan and Trust Fund shall be paid by the Trustee from the Trust Fund to the extent the expenses have not been paid or assumed by the Employer or by the Trustee. The Committee may determine that, and shall inform the Trustee when, reasonable expenses may be charged directly to the Account or Accounts of a Participant or group of Participants to whom or for whose benefit such expenses are allocable, subject to the guidelines set forth in Field Assistance Bulletin 2003-03, to the extent not superseded, or any successor directive issued by the Department of Labor.

14.5 Number and Gender. Any use of the singular shall be interpreted to include the plural, and the plural the singular. Any use of the masculine, feminine, or neuter shall be interpreted to include the masculine, feminine, or neuter, as the context shall require.

14.6 Nondiversion of Assets. Except as provided in Sections 5.2 and 14.12, under no circumstances shall any portion of the Trust Fund be diverted to or used for any purpose other than the exclusive benefit of the Participants and their Beneficiaries prior to the satisfaction of all liabilities under the Plan.

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14.7 Separability of Provisions. If any provision of this Plan is held to be invalid or unenforceable, the other provisions of the Plan shall not be affected but shall be applied as if the invalid or unenforceable provision had not been included in the Plan.

14.8 Service of Process. The agent for the service of process upon the Plan shall be the president of the Bank, or such other person as may be designated from time to time by the Bank.

14.9 Governing State Law. This Plan shall be interpreted in accordance with the laws of the State of Alabama to the extent those laws are applicable under the provisions of ERISA.

14.10 Employer Contributions Conditioned on Deductibility. Employer Contributions to the Plan are conditioned on deductibility under Code Section 404. In the event that the Internal Revenue Service shall determine that all or any portion of an Employer Contribution is not deductible under that Section, the nondeductible portion shall be returned to the Employer within one year of the disallowance of the deduction.

14.11 Unclaimed Accounts. Neither the Employer nor the Trustees shall be under any obligation to search for, or ascertain the whereabouts of, any Participant or Beneficiary. The Employer or the Trustees, by certified or registered mail addressed to his last known address of record with the Employer, shall notify any Participant or Beneficiary that he is entitled to a distribution under this Plan, and the notice shall quote the provisions of this Section. If the Participant or Beneficiary fails to claim his benefits or make his whereabouts known in writing to the Employer or the Trustees within seven (7) calendar years after the date of notification, the benefits of the Participant or Beneficiary under the Plan will be disposed of as follows:

(i) If the whereabouts of the Participant is unknown but the whereabouts of the Participant’s Beneficiary is known to the Trustees, distribution will be made to the Beneficiary.

(ii) If the whereabouts of the Participant and his Beneficiary are unknown to the Trustees, the Plan will forfeit the benefit, provided that the benefit is subject to a claim for reinstatement if the Participant or Beneficiary make a claim for the forfeited benefit.

Any payment made pursuant to the power herein conferred upon the Trustees shall operate as a complete discharge of all obligations of the Trustees, to the extent of the distributions so made.

14.12 Qualified Domestic Relations Order. Section 14.2 shall not apply to a “qualified domestic relations order” defined in Code Section 414(p), and such other domestic relations orders permitted to be so treated under the provisions of the Retirement Equity Act of 1984. Further, to the extent provided under a “qualified domestic relations order,” a former Spouse of a Participant shall be treated as the Spouse or surviving Spouse for all purposes under the Plan.

In the case of any domestic relations order received by the Plan:

(i) The Employer or the Committee shall promptly notify the Participant and any other alternate payee of the receipt of such order and the Plan’s procedures for determining the qualified status of domestic relations orders, and

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(ii) Within a reasonable period after receipt of such order, the Employer or the Committee shall determine whether such order is a qualified domestic relations order and notify the Participant and each alternate payee of such determination. The Employer or the Committee shall establish reasonable procedures to determine the qualified status of domestic relations orders and to administer distributions under such qualified orders.

During any period in which the issue of whether a domestic relations order is a qualified domestic relations order is being determined (by the Employer or Committee, by a court of competent jurisdiction, or otherwise), the Employer or the Committee shall segregate in a separate account in the Plan or in an escrow account the amounts which would have been payable to the alternate payee during such period if the order had been determined to be a qualified domestic relations order. If within eighteen (18) months the order (or modification thereof) is determined to be a qualified domestic relations order, the Employer or the Committee shall pay the segregated amounts (plus any interest thereon) to the person or persons entitled thereto. If within eighteen (18) months it is determined that the order is not a qualified domestic relations order, or the issue as to whether such order is a qualified domestic relations order is not resolved, then the Employer or the Committee shall pay the segregated amounts (plus any interest thereon) to the person or persons who would have been entitled to such amounts if there had been no order. Any determination that an order is a qualified domestic relations order which is made after the close of the eighteen (18) month period shall be applied prospectively only. The term “alternate payee” means any Spouse, former Spouse, child or other dependent of a Participant who is recognized by a domestic relations order as having a right to receive all, or a portion of, the benefit payable under a Plan with respect to such Participant.

14.13 Use of Electronic Media to Provide Notices and Make Participant Elections. Pursuant to Treasury Regulations Section 1.401(a)-21, the Plan may elect to use electronic media to provide notices required to be provided to Participants under the Plan and will accept elections from Participants communicated to the Plan using such electronic media.

14.14 Acquisition of Securities. Notwithstanding any other provision of the Plan to the contrary, at no time shall the Plan be obligated to acquire securities from a particular security holder at an indefinite time determined upon the happening of an event such as the death of the security holder, pursuant to Treasury Regulations Section 54.4975-11(a)(7)(i).

14.15 Additional Benefits under Code Section 401(a)(37). Notwithstanding any provisions of the Plan to the contrary, pursuant to Code Section 401(a)(37), in the case of a Participant who dies while performing qualified military service (as defined in Code Section 414(u)), the survivors of the Participant are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan had the Participant resumed and then terminated employment on account of death. The Plan currently does not provide any such additional benefits, but if the Plan were to provide such additional benefits, then such survivors would be entitled to receive such benefits.

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Section 15. Top-Heavy Provisions.

15.1 Top-Heavy Plan. This Plan is top-heavy if any of the following conditions exist:

(i) If the top-heavy ratio for this Plan exceeds sixty percent (60%) and this Plan is not part of any required aggregation group or permissive aggregation group;

(ii) If this Plan is a part of a required aggregation group (but is not part of a permissive aggregation group) and the aggregate top-heavy ratio for the group of Plans exceeds sixty percent (60%); or

(iii) If this Plan is a part of a required aggregation group and part of a permissive aggregation group and the aggregate top-heavy ratio for the permissive aggregation group exceeds sixty percent (60%).

15.2 Definitions. In making this determination, the Committee shall use the following definitions and principles:

15.2-1 The “Determination Date,” with respect to the first Plan Year of any plan, means the last day of that Plan Year, and with respect to each subsequent Plan Year, means the last day of the preceding Plan Year. If any other plan has a Determination Date which differs from this Plan’s Determination Date, the top-heaviness of this Plan shall be determined on the basis of the other plan’s Determination Date falling within the same calendar years as this Plan’s Determination Date.

15.2-2 A “Key Employee” means any employee or former employee (including any deceased employee) who at any time during the plan year that includes the determination date was an officer of the employer having annual compensation greater than $170,000 (as adjusted under section 416(i)(1) of the Code), a 5-percent owner of the employer, or a 1-percent owner of the employer having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of section 415(c)(3) of the Code. The determination of who is a key employee will be made in accordance with section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

15.2-3 A “Non-key Employee” means an Employee who at any time during the five years ending on the top-heavy Determination Date for the Plan Year has received compensation from an Employer and who has never been a Key Employee, and the Beneficiary of any such Employee.

15.2-4 A “required aggregation group” includes (a) each qualified Plan of the Employer in which at least one Key Employee participates in the Plan Year containing the Determination Date and (b) any other qualified Plan of the Employer which enables a Plan described in (a) to meet the requirements of Code Sections 401(a)(4) or 410. For purposes of the preceding sentence, a qualified Plan of the Employer includes a terminated Plan maintained by the Employer within the period ending on the Determination Date. In the case of a required aggregation group, each Plan in the group will be considered a top-heavy Plan if the required aggregation group is a top-heavy group. No Plan in the required

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aggregation group will be considered a top-heavy Plan if the required aggregation group is not a top-heavy group. All Employers aggregated under Code Sections 414(b), (c) or (m) or (o) (but only after the Code Section 414(o) regulations become effective) are considered a single Employer.

15.2-5 A “permissive aggregation group” includes the required aggregation group of Plans plus any other qualified Plan(s) of the Employer that are not required to be aggregated but which, when considered as a group with the required aggregation group, satisfy the requirements of Code Sections 401(a)(4) and 410 and are comparable to the Plans in the required aggregation group. No Plan in the permissive aggregation group will be considered a top-heavy Plan if the permissive aggregation group is not a top-heavy group. Only a Plan that is part of the required aggregation group will be considered a top-heavy Plan if the permissive aggregation group is top-heavy.

15.3 Top-Heavy Rules of Application. For purposes of determining the value of Account balances and the present value of accrued benefits the following provisions shall apply:

15.3-1 The value of Account balances and the present value of accrued benefits will be determined as of the most recent Valuation Date that falls within or ends with the twelve (12) month period ending on the Determination Date.

15.3-2 For purposes of testing whether this Plan is top-heavy, the present value of an individual’s accrued benefits and an individual’s Account balances is counted only once each year.

15.3-3 The Account balances and accrued benefits of a Participant who is not presently a Key Employee but who was a Key Employee in a Plan Year beginning on or after January 1, 1984 will be disregarded.

15.3-4 Employer contributions attributable to a salary reduction or similar arrangement will be taken into account. Employer matching contributions also shall be taken into account for purposes of satisfying the minimum contribution requirements of Section 416(c)(2) of the Code and the Plan.

15.3-5 When aggregating Plans, the value of Account balances and accrued benefits will be calculated with reference to the Determination Dates that fall within the same calendar year.

15.3-6 The present values of accrued benefits and the amounts of account balances of an employee as of the determination date shall be increased by the distributions made with respect to the employee under the plan and any plan aggregated with the plan under Section 416(g)(2) of the Code during the 1-year period ending on the determination date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the plan under Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than severance from employment, death, or disability, this provision shall be applied by substituting “five (5) year period” for “one (1) year period.”

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15.3-7 Accrued benefits and Account balances of an individual shall not be taken into account for purposes of determining the top-heavy ratios if the individual has performed no services for the Employer during the one (1) year period ending on the applicable Determination Date. Compensation for purposes of this subparagraph shall not include any payments made to an individual by the Employer pursuant to a qualified or non-qualified deferred compensation plan.

15.3-8 The present value of the accrued benefits or the amount of the Account balances of any Employee participating in this Plan shall not include any rollover contributions or other transfers voluntarily initiated by the Employee except as described below. If this Plan transfers or rolls over funds to another Plan in a transaction voluntarily initiated by the Employee, then this Plan shall count the distribution for purposes of determining Account balances or the present value of accrued benefits. A transfer incident to a merger or consolidation of two or more Plans of the Employer (including Plans of related Employers treated as a single Employer under Code Section 414), or a transfer or rollover between Plans of the Employer, shall not be considered as voluntarily initiated by the Employee.

15.4 Minimum Contributions. For any Top-Heavy Year, each Employer shall make a special contribution on behalf of each Participant to the extent that the total allocations to his Account pursuant to Section 4 is less than the lesser of:

(i) three percent of his 415 Compensation for that year, or

(ii) the highest ratio of such allocation to 415 Compensation received by any Key Employee for that year. For purposes of the special contribution of this Section 15.2, a Key Employee’s 415 Compensation shall include amounts the Key Employee elected to defer under a qualified 401(k) arrangement. Such a special contribution shall be made on behalf of each Participant who is employed by an Employer on the last day of the Plan Year, regardless of the number of his Hours of Service, and shall be allocated to his Account.

If the Employer maintains a qualified plan in addition to this Plan and more than one such plan is determined to be Top-Heavy, a minimum contribution or a minimum benefit shall be provided in one of such other plans, including a plan that consists solely of a cash or deferred arrangement which meets the requirements of Section 401(k)(12) of the Code and matching contributions with respect to which the requirements of Section 401(m)(11) of the Code are met.

15.5 Top-Heavy Provisions Control in Top-Heavy Plan. In the event this Plan becomes top-heavy and a conflict arises between the top-heavy provisions herein set forth and the remaining provisions set forth in this Plan, the top-heavy provisions shall control.

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EX-10.4

Exhibit 10.4

CULLMAN SAVINGS BANK

AMENDED AND RESTATED DEFERRED INCENTIVE PLAN

Amended and Restated Effective as of March 1, 2021

Initially Adopted Effective as of January 1, 2008

TABLE OF CONTENTS

ARTICLE 1 NAME AND PURPOSE	2
ARTICLE 2 DEFINITIONS	2
ARTICLE 3 ELIGIBILITY AND PARTICIPATION	6
ARTICLE 4 INCENTIVE AWARDS	6
ARTICLE 5 VESTING AND EXPIRATION	8
ARTICLE 6 BENEFICIARIES	9
ARTICLE 7 RIGHTS OF PARTICIPANTS AND BENEFICIARIES	9
ARTICLE 8 TRUST	10
ARTICLE 9 ADMINISTRATION	10
ARTICLE 10 AMENDMENT AND TERMINATION	11
ARTICLE 11 MISCELLANEOUS	12
SCHEDULE A	A-1

ii

CULLMAN SAVINGS BANK

AMENDED AND RESTATED DEFERRED INCENTIVE PLAN

This Amended and Restated Cullman Savings Bank Deferred Incentive Plan ( “the Plan”) is made and entered into effective as of March 1, 2021 by Cullman Savings Bank, a federally chartered savings bank, headquartered in Cullman, Alabama (the “Bank”).

W I T N E S S E T H:

WHEREAS, the Bank originally adopted the Plan, an unfunded, nonqualified deferred compensation plan for the benefit of a select group of management and/or highly compensated employees of the Bank (the “Participants”), effective as of January 1, 2008, as amended; and

WHEREAS, in connection with the conversion of Cullman Savings Bank, M.H.C. from the mutual holding company to the stock holding company form of organization (the “Second-Step Conversion”) and the related offering of shares of common stock (the “Offering”) by Cullman Bancorp, Inc. (the “Company”), a newly formed Maryland-chartered stock holding company which will serve as the new holding company of the Bank upon completion of the Second-Step Conversion, the Bank desires to amend and restate the Plan, effective as of March 1, 2021, to incorporate the prior amendments to the Plan; and

WHEREAS, the amendment and restatement of the Plan shall not change any payment elections or beneficiary designations that have been made prior to the effective date of this Plan; and

WHEREAS, it is the intention of the Bank that the Plan continue as an unfunded deferred compensation plan and that the Participants continue to have the status of general unsecured creditors of the Bank; and

NOW, THEREFORE, the Plan is hereby adopted as follows:

1

ARTICLE 1

NAME AND PURPOSE

1.1. Name. The name of the Plan shall be the Cullman Savings Bank Amended and Restated Deferred Incentive Plan.

1.2. Purpose. The purpose of the Plan is to promote the growth and profitability of the Bank and Bank by providing eligible key officers with an incentive award opportunity to achieve corporate objectives and by attracting and retaining individuals of outstanding competence by aligning their interests with the interests of the Bank in obtaining superior financial results. The Plan will provide a deferred incentive award to a select group of management and/or highly compensated employees of the Bank (hereinafter referred to as “Participant(s)”) based upon attainment of specified goals and objectives

1.3. Plan for a Select Group. The Plan shall only cover Executives of the Bank or the Bank (as defined below), who are members of a “select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA (as defined below). The Bank shall have the authority to take any and all actions necessary or desirable in order for the Plan to satisfy the requirements set forth in ERISA and the regulations thereunder applicable to plans maintained for Participants who are members of a select group of management or highly compensated employees. Moreover, the Plan at all times shall be administered in such a manner, and benefits hereunder shall be so limited, notwithstanding any contrary provision of the Plan, in order that the Plan shall constitute such a plan.

1.4. Not a Funded Plan. It is the intention and purpose of the Bank that the Plan shall be deemed to be “unfunded” for tax purposes and deemed a plan as would properly be described as “unfunded” for purposes of Title I of ERISA. The Plan shall be administered in such a manner, notwithstanding any contrary provision of the Plan, in order that it will be so deemed and would be so described.

ARTICLE 2

DEFINITIONS

Unless the context otherwise indicates, the following terms used herein shall have the following meanings wherever used in this instrument:

2.1. Administrator. The term “Administrator” shall mean such person or entity as determined by the Board, and in absence of such determination, the President and Chief Executive Officer of the Bank.

2.2. Bank. The term “Bank” shall mean “Cullman Savings Bank” and any successor corporation or business organization which assumes the duties and obligations of Cullman Savings Bank.

2.3. Beneficiary. The term “Beneficiary” shall mean any person who receives, or is designated to receive, payment of any benefit under the terms of the Plan because of the participation of a Participant in the Plan.

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2.4. Board. The term “Board” shall mean the Board of Directors of the Bank.

2.5. Cause. The term “Cause” shall mean any of the following acts by an Employee

(a) Willful misconduct, i.e.

(i) intentional material nonperformance of duties;

(ii) unauthorized material competition with the Bank or;

(iii) a material breach of this Agreement.

(b) At the express or implied request of a regulatory agency having supervision over the Bank, including, without limitation

(i) if Employee is suspended or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) or (g)(I) of the Federal Deposit Insurance Act or;

(ii) if Employee is removed or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) or (g)(I) of the Federal Deposit Insurance Act.

(c) Willful violation of any law, rule or regulation involving the business of banking or a final cease and desist order or;

(d) Personal dishonesty that impacts the business or reputation of the Bank.

2.6 Change in Control. A “Change in Control” means

(a) Merger: The Company or the Bank merges into or consolidates with another entity, or merges another Bank or corporation into the Bank or the Company, and as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company or the Bank immediately before the merger or consolidation;

(b) Acquisition of Significant Share Ownership: A person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Company’s or the Bank’s voting securities; provided, however, this clause (2) shall not apply to beneficial ownership of the Company’s or the Bank’s voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities;

(c) Change in Board Composition: During any period of two consecutive years, individuals who constitute the Company’s or the Bank’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s or the Bank’s Board of Directors; provided, however,

3

that for purposes of this clause (c), each director who is first elected by the board (or first nominated by the board for election by the stockholders or corporators) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or

(d) Sale of Assets: The Company or the Bank sells to a third party all or substantially all of its assets.

(e) Notwithstanding anything herein to the contrary, a Change in Control shall not be deemed to have occurred in connection with the Second-Step Conversion and Offering.

2.7 Code. The term “Code” shall mean the Internal Revenue Code of 1986, as amended, and any regulations or other pronouncements promulgated thereunder. Whenever a reference is made herein to a specific Code section, such reference shall be deemed to include any successor Code section having the same or a similar purpose.

2.8. Code Section 409A. The term “Code Section 409A” shall mean Section 409A of the Code and all regulations and guidance promulgated thereunder.

2.9. Bank. The term “Bank” shall mean Cullman Savings Bank.

2.10. Date of Termination. The term “Date of Termination” shall mean the date on which:

(a) The Executive is discharged by the Bank for any reason;

(b) The Executive voluntarily terminates employment with the Bank for any reason; or

(c) When used with respect to a Director, the day following the last day on which the Director serves on the Board; provided

(d) Such termination of employment constitutes a Separation from Service as such term is defined under Section 409A of the Code and all regulations and guidance promulgated thereunder.

2.11. Deferred Incentive Account. The term “Deferred Incentive Account” shall mean the account established with respect to a Participant to which Bank awards shall be credited. Solely for recordkeeping purposes the Bank will establish a Participant deferral incentive account for each Participant. A Participant’s account will be credited with the contributions made to the account, credited (or charged, as the case may be) with the hypothetical or deemed investment earnings, and charged with benefit distributions from the account.

2.12. Disability. The term “Disability” shall mean the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for

4

a continuous period of not less than 12 months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s employer, in each case within the meaning of Code Section 409A and the Treasury Regulations thereunder..

2.13. Early Termination. The term “Early Termination” shall mean the Termination of Employment before Normal Retirement Age for any reason other than death or Disability.

2.14. Effective Date. The term “Effective Date” shall mean the date the Plan becomes effective, the date of which is March 1, 2021.

2.15. ERISA. The term “ERISA” shall mean the Executive Retirement Income Security Act of 1974, as amended, and any regulations or other pronouncements promulgated thereunder. Whenever a reference is made herein to a specific ERISA Section, such reference shall be deemed to include any successor ERISA Section having the same or a similar purpose.

2.16. Executive. The term “Executive” shall mean any common-law employee of the Bank or the Bank, whether or not also serving as a director.

2.17. Normal Retirement Date. The term “Normal Retirement Date” shall mean the later of the date on which a Participant attains age sixty (60) or has completed ten (10) years of service with the Bank.

2.18. Participant. The term “Participant” shall mean any eligible Executive who has performed all the acts as may be required by the Plan to become a Participant, who has become a Participant in accordance with the terms and conditions of the Plan.

2.19. Plan. The term “Plan” shall mean the Cullman Savings Bank Amended and Restated Deferred Incentive Plan as set forth herein, effective as of the Effective Date, and as it may be amended from time to time.

2.20. Plan Year. The term “Plan Year” shall mean the twelve (12) month period ending on December 31st in each calendar year.

2.21. Retire or Retirement. The term “Retire” or “Retirement” shall mean a Termination of Employment of a Participant, whether voluntary or involuntary, on or after the Normal Retirement Date.

2.22. Termination Date. The term “Termination Date” shall mean the date as of which the Bank ceases to sponsor and maintain the Plan.

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ARTICLE 3

ELIGIBILITY AND PARTICIPATION

3.1. Eligibility. The Compensation Committee of the Board may, from time to time, in its sole discretion, designate one or more Executives as eligible to participate in the Plan.

3.2. Participation. Each Executive who has been designated as eligible to participate in the Plan shall become a Participant upon the contribution by the Bank of an award to the Participant’s Deferred Incentive Account and shall remain a Participant until such time that the Participant no longer has a Deferred Incentive Account balance under the Plan. Notwithstanding the foregoing, and to the extent permissible under Code Section 409A, if the Compensation Committee of the Board determines, in its sole discretion, that a Participant is not, or may not be, a member of a “select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA, then the Compensation Committee of the Board may, in its sole discretion, terminate such Participant’s participation in the Plan.

ARTICLE 4

INCENTIVE AWARDS

4.1. Deferred Incentive Awards. For each position there will be an amount as per the attached Schedule A that can be earned each year assuming the Award Objectives are accomplished as determined by the Board of Directors each year, upon meeting all of the terms and conditions of such award, entitle the Participant to a payment in cash equal to the value of the Participant’s Deferred Incentive Account.

4.2. Award Objectives. The Deferred Incentive Award for each position is based upon the objectives determined by the Board of Directors. The specific goals are determined annually, are separate from this document, and are subject to change by action of the Board of Directors or President and CEO in consultation with the Board of Directors or the Compensation Committee of the Board.

4.3. Establishment of Participant Account. The Administrator or designated representative shall establish one or more Participant Deferred Incentive Accounts in the name of each Participant on its books and records. All amounts credited to the Account of any Participant, or Beneficiary shall constitute a general, unsecured liability of the Bank, as applicable, to such person.

4.4. Crediting of Accounts. Amounts shall be credited to the Participant’s Account as of the date of grant of the Deferred Incentive award to the Participant.

4.5. Adjustment of Accounts for Earnings and Losses. Each Account shall be adjusted no less frequently than quarterly, as determined by the Plan Administrator, by a rate of interest equal to six percent (6%) or ten (10) times the Bank’s ROA for the most recently completed year, whichever is greater though not to exceed a maximum rate of interest of 10%. The determination of the appropriate rate of interest is in the sole discretion of the Plan Administrator. If a Participant is paid all or a portion of his Account between interest crediting dates, no interest credit will apply for the period from and after the immediately preceding

6

interest crediting date through the date of payment, unless otherwise determined by the Plan Administrator.

4.6. Payment of Amounts Credited to Participant Deferred Incentive Account. Unless payment has already been made from a Participant’s deferral account under another paragraph of this section, the vested amounts credited to the Account will be paid on the dates, and in the form, as was originally specified by the Participant in his or her election form(s). Notwithstanding the foregoing, if a Participant terminates service and is a key employee, distribution may not be made before the date which is six months after the date of separation from service, or, if earlier, the date of death of the employee. Key employee is defined in the section 416 (i) (without regard to paragraph (5) thereof) of the Internal Revenue Code of 1986 as amended.

4.7. Payment of Amounts Credited to All Accounts upon Unforeseen Emergency. If a Participant has an “unforeseen emergency” as defined in this paragraph, the Plan Administrator, in its sole discretion, may pay to the Participant only that portion of the vested portion of the Deferred Account that the Plan Administrator determines is necessary to satisfy the emergency need, including any amounts to pay any federal, state or local income taxes reasonably anticipated to result from the distribution. A Participant requesting an emergency payment shall apply for the payment in writing in a form approved by the Plan Administrator and shall provide such additional information as the Bank may require. “Unforeseen emergency” is defined as a severe financial hardship to the participant resulting from an illness or accident of the participant, the participant’s spouse, or a dependent (as defined in Internal Revenue Code Section 152(a)) of the participant, loss of the participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the participant. The amounts distributed with respect to an emergency will not exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

4.8. Payment of Amounts Credited to All Accounts upon Disability. In the event of the Participant’s disability prior to or after separation from service, all amounts credited to the Participant’s accounts shall be paid in a lump sum as soon as administratively feasible. Disability is defined to mean that the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or the Participant (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s employer.

4.9. Payment of Amounts Credited to All Accounts upon Death. In the event of the Participant’s death, all amounts credited to the Participant’s accounts shall be paid in a lump sum as soon as administratively feasible to the person or persons designated by the Participant on a

7

beneficiary designation form supplied by the Bank. The beneficiary designation may be changed from time to time by the Participant. In the absence of a valid beneficiary designation, or if there is no living beneficiary validly named by the Participant, then the amounts credited to a Participant’s Accounts shall be paid in accordance with Article 6 of this Plan.

4.10. Payment Upon Change in Control. If there is a Change in Control before a Participant becomes entitled to receive benefits by reason of any of the above sections or before the Participant has received complete payment of his benefits under this Section, the Participant shall receive a lump sum payment of the amount credited to his account(s). Payment of any amount under this section shall be made within thirty (30) days of when the Change in Control occurs. The amount payable from any account will be valued as of the date of distribution.

ARTICLE 5

VESTING AND EXPIRATION

5.1. Vesting of Deferred Incentive Awards. Unless otherwise provided in an applicable Deferred Incentive award agreement, all Deferred Incentive awards shall vest in accordance with the following:

(a) As of the date on which the fifth anniversary of the date of award occurs (the “Initial Vesting Date”), one hundred percent (100%) of such award shall become vested (provided that the Date of Termination has not occurred prior to such vesting date);

(b) Each award made on behalf of a Participant in the plan shall vest independently of any and all other awards made in prior or subsequent years on behalf of the Participant, and shall vest in accordance with this Article 5.

(c) Notwithstanding the foregoing, all unvested awards shall become fully vested immediately prior to the first of the following to occur (provided that the Date of Termination has not occurred prior to such vesting dates): (i) the Change in Control of the Bank; (ii) the death of the Participant; (iii) the Disability of the Participant; or (iv) the Retirement of the Participant (provided such Retirement occurs not earlier than the first anniversary of the Initial Vesting Date).

5.2. Expiration of Deferred Incentive Awards. Unless otherwise provided in a Deferred Incentive award agreement, an award shall expire in accordance with the following:

(a) Upon a termination of employment, all unvested Deferred Incentive Awards shall expire as of the Date of Termination; and

(b) Upon termination by the Bank for Cause, all vested and unvested Deferred Incentive Awards shall expire as of the Date of Termination.

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ARTICLE 6

BENEFICIARIES

6.1. Automatic Beneficiary. Unless a Participant has designated a Beneficiary in accordance with the provisions of Article 7.2 herein, the Beneficiary shall be deemed to be the person or persons in the first of the following classes in which there are any survivors of such Participant or former Participant:

(a) spouse at the time of Participant’s death,

(b) issue, per stirpes,

(c) parents, or

(d) executor or administrator of Participant’s estate.

6.2. Designated Beneficiary or Beneficiaries. A Participant may sign a document designating a Beneficiary or Beneficiaries to receive any benefit payable under Article 5. In the event a Participant dies at a time when a designation is on file which does not dispose of the total benefit distributable under Article 5, then the portion of such benefit distributable on behalf of said Participant, the disposition of which was not determined by the deceased’s designation, shall be distributed to a Beneficiary determined under Article 7.1. Any ambiguity in a Beneficiary designation shall be resolved by the Administrator.

ARTICLE 7

RIGHTS OF PARTICIPANTS AND BENEFICIARIES

7.1. Creditor Status of Participant and Beneficiary. The Plan constitutes the unfunded, unsecured promise of the Bank to make payments to each Participant and/or Beneficiary in the future and shall be a liability solely against the general assets of the Bank. The Bank shall not be required to segregate, set aside or escrow any amounts for the benefit of any Participant or Beneficiary. Each Participant and Beneficiary shall have the status of a general unsecured creditor of the Bank and may look only to the Bank and their general assets for payment of benefits under the Plan.

7.2. Rights with Respect to a Trust. Any trust and any assets held thereby to assist the Bank in meeting their obligations under the Plan shall in no way be deemed to controvert the provisions of Article 8.1 herein.

7.3. Investments. In its sole discretion, the Bank may acquire insurance policies, annuities or other financial vehicles for the purpose of providing future assets of the Bank to meet its anticipated liabilities under the Plan. Such policies, annuities or other investments shall at all times be and remain unrestricted general property and assets of the Bank or property of a trust. Participants and Beneficiaries shall have no rights, other than as general creditors, with respect to such policies, annuities or other acquired assets.

9

ARTICLE 8

TRUST

8.1. Establishment of Trust. Notwithstanding any other provision or interpretation of the Plan, the Bank may establish a trust in which to hold cash, insurance policies or other assets to be used to make, or reimburse the Bank, as applicable, for payments to the Participants or Beneficiaries of all or part of the benefits under the Plan. Any trust assets shall at all times remain subject to the claims of general creditors of the Bank in the event of their insolvency as more fully described in the trust.

8.2. Obligations of the Bank. Notwithstanding the fact that a trust may be established under Article 9.1 herein, the Bank shall remain liable for paying the benefits under the Plan. However, any payment of benefits to a Participant or a Beneficiary made by such a trust or by the Bank shall satisfy the Bank’s obligation to make such payment to such person.

8.3. Trust Terms. A trust established under Article 9.1 herein may be revocable by the Bank provided; however, that such a trust may become irrevocable in accordance with its terms in the event of a Change in Control. Such a trust may contain such other terms and conditions as the Bank may determine to be necessary or desirable. The Bank may terminate or amend a trust established under Article 8.1 herein at any time, and in any manner it deems necessary or desirable, subject to the preceding sentence and the terms of any agreement under which any such trust is established or maintained.

ARTICLE 9

ADMINISTRATION

9.1. Appointment of Administrator. The Compensation Committee of the Board may appoint the Administrator and the Administrator may be removed or resign upon thirty (30) days written notice or such lesser period of notice as is mutually agreeable. Unless the Compensation Committee of the Board appoints another Administrator, the Compensation Committee of the Board shall be the Administrator.

9.2. Powers and Duties of the Administrator. The Administrator shall determine any and all questions of fact, resolve all questions of interpretation of the Plan which may arise under any of the provisions of the Plan as to which no other provision for determination is made hereunder, and exercise all other powers and discretions necessary to be exercised under the terms of the Plan which it is herein given or for which no contrary provision is made. The Administrator shall have full power and discretion to interpret the Plan and related documents, to resolve ambiguities, inconsistencies and omissions, to determine any question of fact, and to determine the rights and benefits, if any, of any Participant, or other applicant, in accordance with the provisions of the Plan. The Administrator’s decision with respect to any matter shall be final and binding on all parties concerned, and neither the Administrator nor any of its directors, officers, employees or delegates nor, where applicable, the directors, officers or employees of any delegate, shall be liable in that regard except for gross abuse of the discretion given it and them under the terms of the Plan. All determinations of the Administrator shall be made in a uniform, consistent and nondiscriminatory manner with respect to all Participants and

10

Beneficiaries in similar circumstances. The Administrator, from time to time, may designate one or more persons or agents to carry out any or all of its duties hereunder.

9.3. Engagement of Advisors. The Administrator may employ actuaries, attorneys, accountants, brokers, employee benefit consultants, and other specialists to render advice concerning any responsibility the Administrator or the Compensation Committee of the Board has under the Plan. Such persons may also be advisors to the Bank or Bank.

ARTICLE 10

AMENDMENT AND TERMINATION

10.1. Power to Amend or Terminate. Except as otherwise provided herein following a Change in Control, the Plan may be amended by the Bank at any time, and may be terminated by the Bank at any time, but no such amendment, modification or termination shall be detrimental to a Participant without the consent of such participant. A termination of the plan followed by full settlement of all Deferred Incentive Award accounts, which are vested as of the date of termination, shall not be considered detrimental to a Participant. Such amendment or termination shall be in writing, executed by two or more Directors whose actions are authorized or ratified by the Board. The foregoing right to terminate the Plan shall be subject to the limitations of Code Section 409A, which may permit the termination of the Plan but prohibit the distribution of assets in advance of the times otherwise provided herein.

10.2. No Liability for Plan Amendment or Termination. Neither the Bank, the Bank, nor any of their officers or Directors shall have any liability as a result of the amendment or termination of the Plan.

10.3. Code Section 409A. Any award, which constitutes “deferred compensation” under Code Section 409A, and any rules, regulations and guidance promulgated thereunder (“409A Award”), shall be subject to the following:

(a) All 409A Award documents and agreements, or rules and regulations created by the Administrator pertaining to 409A Awards, shall provide for the required procedures under Code Section 409A, including the timing of deferral elections, if any, and the timing and method of payment distributions.

(b) With respect to all 409A Awards, the Administrator and its delegates shall operate the Plan at all times in conformity with the known rules, regulations and guidance promulgated under Code Section 409A, and the Administrator shall reserve the right (including the right to delegate such right) to unilaterally amend any 409A Award granted under the Plan, without the consent of the Participant, to maintain compliance with Code Section 409A. A Participant’s acceptance of any award under the Plan constitutes acknowledgement and consent to such rights of the Administrator.

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ARTICLE 11

MISCELLANEOUS

11.1. Non-Alienation. No benefits or amounts credited under the Plan shall be subject in any manner to be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, attached, garnished or charged in any manner (either at law or in equity), and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber, attach, garnish or charge the same shall be void; nor shall any such benefits or amounts in any manner be liable for or subject to the debts, contracts, liabilities, engagements or torts of the person entitled to such benefits or amounts as are herein provided to Participant.

11.2. Tax Withholding. The Bank or the Bank may withhold from a Participant’s compensation or any payment made by it under the Plan such amount or amounts as may be required for purposes of complying with the tax withholding or other provisions of the Code or the Social Security Act or any state or local income or employment tax act or for purposes of paying any estate, inheritance or other tax attributable to any amounts payable hereunder.

11.3. Independence of Plan. Except as otherwise expressly provided herein, the Plan shall be independent of, and in addition to, any other benefit agreement or plan of the Bank or any rights that may exist from time to time thereunder.

11.4. No Employment Rights Created. The Plan shall not be deemed to constitute a contract conferring upon any Participant the right to remain employed by the Bank or the Bank for any period of time.

11.5. Responsibility for Legal Effect. Neither the Bank, the Bank, the Administrator, the Compensation Committee of the Board, nor any officer, member, delegate or agent of any of them, makes any representations or warranties, express or implied, or assumes any responsibility concerning the legal, tax, or other implications or effects of the Plan. Without limiting the generality of the foregoing, neither the Bank, nor the Bank shall have any liability for the tax liability which a Participant may incur resulting from participation in the Plan or the payment of benefits hereunder.

11.6. Limitation of Duties. The Bank, the Compensation Committee of the Board, the Administrator, and their respective officers, members, employees and agents shall have no duty or responsibility under the Plan other than the duties and responsibilities expressly assigned to them herein or delegated to them pursuant hereto. None of them shall have any duty or responsibility with respect to the duties or responsibilities assigned or delegated to another of them.

11.7. Limitation of Sponsor Liability. Any right or authority exercisable by the Bank, pursuant to any provision of the Plan, shall be exercised in the Bank’s capacity as sponsor of the Plan, or on behalf of the Bank in such capacity, and not in a fiduciary capacity, and may be exercised without the approval or consent of any person in a fiduciary capacity. Neither the Bank, nor any of its respective officers, members, employees, agents and directors, shall have any liability to any party for its exercise of any such right or authority.

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11.8. Successors. The terms and conditions of the Plan shall inure to the benefit of and bind the Bank, the Bank and their successors, the Participants, their Beneficiaries and the personal representatives of the Participants and their Beneficiaries.

11.9. Controlling Law. The Plan shall be construed in accordance with the laws of the State of Alabama to the extent not preempted by laws of the United States, without regard to the conflict of law provisions of any jurisdiction.

11.10. Jurisdiction and Service of Process. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Plan shall be brought only in the courts of the State of Alabama, Cullman County or, if it has or can acquire jurisdiction, in the United States District Court serving Cullman County, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.

11.11. Notice. Any notice or filing required or permitted to be given to the Compensation Committee of the Board under the Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:

Cullman Savings Bank.

316 Second Avenue SW

Cullman, Alabama 35055

Attn: President and Chief Executive Officer, Cullman Savings Bank Amended and Restated Deferred Incentive Plan

11.12. Headings and Titles. The Article headings and titles of Articles used in the Plan are for convenience of reference only and shall not be considered in construing the Plan.

11.13. General Rules of Construction. The masculine gender shall include the feminine and neuter, and vice versa, as the context shall require. The singular number shall include the plural, and vice versa, as the context shall require. The present tense of a verb shall include the past and future tenses, and vice versa, as the context may require.

11.14. Severability. In the event that any provision or term of the Plan, or any agreement or instrument required by the Administrator hereunder, is determined by a judicial, quasi-judicial or administrative body to be void or not enforceable for any reason, all other provisions or terms of the Plan or such agreement or instrument shall remain in full force and effect and shall be enforceable as if such void or nonenforceable provision or term had never been a part of the Plan, or such agreement or instrument except as to the extent the Administrator determines such result would have been contrary to the intent of the Bank in establishing and maintaining the Plan.

11.15. Indemnification. The Bank and the Bank shall indemnify, defend, and hold harmless any Executive, officer or Director of the Bank or the Bank for all acts taken or omitted in carrying out the responsibilities of the Bank, the Compensation Committee of the Board or Administrator under the terms of the Plan or other responsibilities imposed upon such individual by law. This indemnification for all such acts taken or omitted is intentionally broad, but shall

13

not provide indemnification for any civil penalty that may be imposed by law, nor shall it provide indemnification for embezzlement or diversion of Plan funds for the benefit of any such individual. The Bank and the Bank shall indemnify any such individual for expenses of defending an action by a Participant, Beneficiary, service provider, government entity or other person, including all legal fees and other costs of such defense. The Bank or the Bank shall also reimburse any such individual for any monetary recovery in a successful action against such individual in any federal or state court or arbitration. In addition, if a claim is settled out of court with the concurrence of the Bank, the Bank or the Bank shall indemnify any such individual for any monetary liability under any such settlement, and the expenses thereof. Such indemnification will not be provided to any person who is not a present or former Executive, officer or Director of the Bank or the Bank nor shall it be provided for any claim by a participating Bank against any such individual.

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IN WITNESS WHEREOF, Cullman Savings Bank, by its appropriate officers duly authorized, has caused the Plan to be executed and adopted as of March 1, 2021.

Cullman Savings Bank
By	/s/ John A. Riley, III	Date:	February 21, 2021
	President and Chief Executive Officer

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CSB				2020
Officer Deferred Plan Worksheet
					1.10 ROA @20%		Monthly Accured Expense
	Robin O’Berry	111,000	1		$	22,200.00
	Robin Parson	156,000	2		$	31,200.00
	John Riley	250,000	3		$	50,000.00
	Tiara Ugarkovich	125,000	4		$	25,000.00
	Katrina Stephens	117,000	5		$	23,400.00
	Megan Henry	92,000	6		$	18,400.00
	Matt Townson	115,000	7		$	23,000.00
		966,000			$	193,200.00	$ 16,100.00

EX-10.5

Exhibit 10.5

CULLMAN SAVINGS BANK

AMENDED AND RESTATED

DIRECTORS’ CASH COMPENSATION DEFERRAL PLAN

Amended and Restated Effective as of March 1, 2021

Initially Adopted Effective as of January 1, 2008

Incorporating Amendment Number One Effective as of January 15, 2008

Incorporating Amendment Number Two Effective as of January 1, 2010

Incorporating Amendment Number Three Effective as of August 1, 2019

CULLMAN SAVINGS BANK

AMENDED AND RESTATED

DIRECTORS’ CASH COMPENSATION DEFERRAL PLAN

This Amended and Restated Directors’ Cash Compensation Deferral Plan (the “Plan”) is made and entered into effective as of March 1, 2021 by Cullman Savings Bank, a federally chartered savings bank, headquartered in Cullman, Alabama (the “Bank”).

INTRODUCTION

WHEREAS, the Bank originally adopted the Plan, an unfunded, nonqualified deferred compensation plan for the benefit of members of the Board of Directors of the Bank (the “Board”), effective as of January 1, 2008, as amended; and

WHEREAS, in connection with the conversion of Cullman Savings Bank, M.H.C. from the mutual holding company to the stock holding company form of organization (the “Second-Step Conversion”) and the related offering of shares of common stock (the “Offering”) by Cullman Bancorp, Inc. (the “New Company”), a newly formed Maryland-chartered stock holding company which will serve as the new holding company of the Bank upon completion of the Second-Step Conversion, the Bank desires to amend and restate the Plan, effective as of March 1, 2021, to incorporate the prior amendments to the Plan; and

WHEREAS, the amendment and restatement of the Plan shall not change any payment elections or beneficiary designations that have been made prior to the effective date of this Plan; and

WHEREAS, it is the intention of the Bank that the Plan continue as an unfunded deferred compensation plan and that the Participants continue to have the status of general unsecured creditors of the Bank; and

NOW, THEREFORE, the Plan is hereby adopted as follows:

ii

CULLMAN SAVINGS BANK

AMENDED AND RESTATED

DIRECTORS’ DEFERRED CASH COMPENSATION PLAN

TABLE OF CONTENTS

		PAGE
SECTION 1	DEFINITIONS		1
SECTION 2	ELIGIBILITY		3
SECTION 3	DEFERRAL ELECTIONS		3
SECTION 4	CREDITING CONTRIBUTIONS TO ACCOUNTS		4
SECTION 5	ADJUSTMENT OF ACCOUNTS FOR EARNINGS AND LOSSES		4
SECTION 6	WITHDRAWALS OF ACCOUNTS WHILE A DIRECTOR		4
SECTION 7	DEATH BENEFITS		5
SECTION 8	PAYMENT OF BENEFITS AFTER CESSATION OF DIRECTORSHIP		6
SECTION 9	ADMINISTRATION OF THE PLAN		6
SECTION 10	CLAIM REVIEW PROCEDURE		7
SECTION 11	LIMITATION OF ASSIGNMENT, PAYMENTS TO LEGALLY INCOMPETENT DISTRIBUTEE AND UNCLAIMED PAYMENTS		9
SECTION 12	LIMITATION OF RIGHTS		9
SECTION 13	AMENDMENT TO OR TERMINATION OF THE PLAN		9
SECTION 14	MISCELLANEOUS		10

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SECTION 1

DEFINITIONS

Whenever used herein, the masculine pronoun shall be deemed to include the feminine, and the singular to include the plural, unless the context clearly indicates otherwise. The following words and phrases shall have the meanings set forth below:

1.1 “Account” means the bookkeeping accounts established and maintained by the Plan Administrator, as adjusted for credits or charges.

1.2 “Affiliate” means (a) any corporation which is a member of the same controlled group of corporations (within the meaning of Code Section 414(b)) as is the Bank and (b) any other trade or business (whether or not incorporated) under common control (within the meaning of Code Section 414(c)) with the Bank.

1.3 “Annual Cash Compensation” means the cash amount payable to a Director during the Plan Year by the Bank for his services as a Director.

1.4 “Board of Directors” means the Board of Directors of the Bank.

1.5 “Change in Control” means:

(1) Merger: The Company or the Bank merges into or consolidates with another entity, or merges another Bank or corporation into the Bank or the Company, and as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company or the Bank immediately before the merger or consolidation;

(2) Acquisition of Significant Share Ownership: A person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Company’s or the Bank’s voting securities; provided, however, this clause (2) shall not apply to beneficial ownership of the Company’s or the Bank’s voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities;

(3) Change in Board Composition: During any period of two consecutive years, individuals who constitute the Company’s or the Bank’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s or the Bank’s Board of Directors; provided, however, that for purposes of this clause (c), each director who is first elected by the board (or first nominated by the board for election by the stockholders or corporators) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or

(4) Sale of Assets: The Company or the Bank sells to a third party all or substantially all of its assets.

(5) Notwithstanding anything herein to the contrary, a Change in Control shall not be deemed to have occurred in connection with the Second-Step Conversion and Offering.

1.6 “Code” means the Internal Revenue Code of 1986, as amended.

1.7 “Director” means a director of the Bank or an Affiliate of the Bank.

1.8 “Disability” means the same as defined in the Bank’s Long Term Disability Policy or, if no policy is in effect, then a condition whereby a Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continued period of not less than twelve (12) months, in each case within the meaning of Code Section 409A and the Treasury Regulations thereunder.

1.9 “Effective Date” means March 1, 2021.

1.10 Normal Retirement Age” means age sixty-five (65).

1.11 “Participant” means any Director or former Director who has participated in the Plan, for so long as his or her benefits hereunder have not been entirely distributed from the Plan.

1.12 Plan Administrator” means the Bank, except as otherwise provided in Plan Section 10.1.

1.13 “Plan Year” means the twelve-month period from January 1 to December 31.

1.14 “Stock Units” shall mean shares of Common Stock, with each Stock Unit representing one share of Common Stock.”

1.15 “Trust” means a grantor trust, if any, established by the Bank to hold the assets represented by the Accounts pursuant to the Plan.

1.16 “Unforeseen Emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code Section 152(a)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant, in each case within the meaning of Code Section 409A and the Treasury Regulations thereunder.

2

SECTION 2

ELIGIBILITY

2.1 Date of Participation. Each Director shall become a Participant as of the first day after the Director timely elects to defer any portion of his or her Annual Cash Compensation pursuant to Section 3.

2.2 Cessation of Participation. A Participant who ceases to be a Director will no longer be eligible to make further deferrals under the Plan pursuant to Plan Section 3, but shall continue to be subject to all other terms of the Plan so long as any amount remains credited to his Account in the Plan.

SECTION 3

DEFERRAL ELECTIONS

3.1 Elections. A Participant who is a Director for all or any portion of the Plan Year may elect to defer under the Plan a minimum of twenty-five percent (25%) and a maximum of one hundred percent (100%) of his Annual Cash Compensation payable to him for the Plan Year.

3.2 Election Procedure.

(a) Timing of Election. Each Director who first becomes eligible to participate in the Plan after the Effective Date must submit his election to participate for the Plan Year in which he first is elected as a Director to the Plan Administrator within thirty (30) days after the date he is so elected. Each Director who is eligible to participate in the Plan following the Plan Year in which he first becomes eligible to participate in the Plan must submit his election to participate for any such subsequent Plan Year to the Plan Administrator no later than the last day of the immediately preceding Plan Year. In no event may a Director defer any compensation which is earned prior to the submission of a deferral election.

(b) Form of Payment. At such time as a Participant makes his initial deferral election under the Plan, the Participant shall elect the manner in which his Account will be distributed from the Plan as described in Section 9.1 hereof. The Participant’s initial election as to the form of payment will apply to only that year’s deferred compensation and the accumulated earnings thereon. A new election should be filed prior to the beginning of each year, otherwise the previous election will govern deferrals for the then current year. A participant may change his election for any year with respect to the form of payment for his Account if the following conditions are satisfied: (i) the change does not take effect until at least twelve (12) months after the date on which the election change is made; (ii) the first payment with respect to which the change is made must be deferred for at least five (5) years from the date the payment would otherwise have been made; and (iii) if the payment is to be made at a fixed time or pursuant to a fixed schedule, the change cannot be made less than twelve (12) months before the date of the first scheduled payment. In addition, no subsequent payment election can accelerate either the time or schedule of any payment previously established.

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(c) Compensation Subject to Election. Notwithstanding subsections (a) and (b), no deferral elections shall be effective for the portion of a Participant’s Annual Cash Compensation which has been earned on or before the date of the election.

(d) Changes in Elections. Except as provided in Subsection (b) of this Section, a Participant may not suspend, revoke or modify an election at any time during a Plan Year.

SECTION 4

CREDITING CONTRIBUTIONS TO ACCOUNTS

4.1 Matching Contributions. The Bank will credit each Participant’s Cash Account with a “matching” contribution equal to one hundred percent (100%) of the elected deferral amount, up to a maximum of six thousand dollars ($6,000.00) annually. Participant deferrals in excess of six thousand dollars ($6,000.00) are not eligible for matching Bank contributions.

The Bank shall credit to the Participant’s Cash Account amounts deferred under Plan Section 4 and this Section 5 as soon as administratively practicable, but no later than thirty (30) days, after such amounts are withheld from the Participant’s Annual Cash Compensation.

SECTION 5

ADJUSTMENT OF ACCOUNTS FOR EARNINGS AND LOSSES

Each Cash Account shall be adjusted no less frequently than quarterly, as determined by the Plan Administrator, by a rate of interest equal to six percent (6%) or ten (10) times the Bank’s ROA for the most recently completed year, whichever is greater though not to exceed a maximum rate of interest of 10%. The determination of the appropriate rate of interest is in the sole discretion of the Plan Administrator. If a Participant is paid all or a portion of his Cash Account between interest crediting dates, no interest credit will apply for the period from and after the immediately preceding interest crediting date through the date of payment, unless otherwise determined by the Plan Administrator.

SECTION 6

WITHDRAWALS OF ACCOUNTS WHILE A DIRECTOR

(a) Unforeseen Emergency. The Plan Administrator shall pay all or a portion of a Participant’s Account prior to the payment date applicable in Section 8 or 9 if the Participant is a Director and demonstrates that he has an Unforeseen Emergency; provided, however, that payment may not be made to the extent the Unforeseen Emergency is or may be relieved (1) through reimbursement or compensation by insurance or otherwise or (2) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship. Distributions because of Unforeseen Emergency shall be limited to the amount reasonably necessary to satisfy the need (which may include any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably contemplated to result from the distribution). The Plan Administrator shall have the sole and absolute discretion to determine if an Unforeseen Emergency exists with respect to a Participant.

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(b) Payment. Unforeseen Emergency payments shall be made to a Participant only in accordance with such rules, policies, procedures, restrictions, and conditions as the Plan Administrator may from time to time adopt. Any determination of the amount to be distributed on account of an Unforeseen Emergency shall be made by the Plan Administrator. A payment under this Plan Section shall be made in a lump sum in cash if distributed from the Cash Account or in the form of Company stock if distributed from the Stock Units Account to the Participant and shall be charged against the Participant’s Account as of the day coinciding with or immediately preceding the date on which payment is made.

SECTION 7

DEATH BENEFITS

7.1 Death Prior to Commencement of Payment – Not Covered by BOLI. If a Participant dies while a Director and the Participant is not covered by bank owned life insurance (“BOLI”), the Participant’s beneficiary, or in the event no beneficiary is named or survives the Participant, then the estate, shall receive the value of the Participant’s Account valued as of the last day of the month in which the date of death occurred. Payment of this benefit shall be made as specified in Section 8.3 of the Plan. However, if a Participant is covered by BOLI as of the date of death, this Section 8.1 will not apply and instead the death benefit will be determined under Section 8.2 of the Plan.

7.2 Death Prior to Commencement of Payment – Covered by BOLI. Except as provided in Section 8.1, upon the death of a Participant who dies while a Director and while covered by BOLI, the Participant’s beneficiary, or in the event no beneficiary is named or survives the Participant, then the estate, shall receive the full value of the Participant’s Account as though he had served until Normal Retirement Age, elected the maximum deferral annually that would be eligible for Bank matching as outlined in Plan Section 5 and received the maximum allowable “matching contribution” as outlined in Plan Section 5. The Bank may elect to provide this “Death Benefit” through BOLI on the participant’s life. In the event the Bank does procure life insurance on the Participant’s life, the benefit under this section due from the Bank shall be reduced by the amount of proceeds paid directly to the beneficiary or the participant’s estate by the insurance carrier. For purposes of clarity, a payment may be made under Sections 8.1 or 8.2 of the Plan, but not under both sections.

7.3 Payment. Any benefit payable under this Section 8 shall be paid in a lump sum in cash from the Cash Account and in the form of Company stock from the Stock Units Account to the Participant’s named beneficiary or estate within thirty (30) days of the Participant’s death.

7.4 Death When No Longer a Director. Upon the death of a Participant who is no longer a Director, but prior to the complete payment of his Account, the Participant’s named beneficiary, or in the event there is no named beneficiary, then the estate, shall receive the entire unpaid portion of the Participant’s Account in a lump sum within thirty (30) days of the Participant’s death.

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SECTION 8

PAYMENT OF BENEFITS AFTER CESSATION OF DIRECTORSHIP

8.1 Payment of Vested Account Upon Retirement. Upon the later of a Participant reaching Normal Retirement Age or ceasing to serve as a Director, the Participant shall receive a distribution of his Account which shall be paid in one of the following forms as timely elected by the Participant in accordance with the terms of this Plan and Code Section 409A: (a) a lump sum cash payment; or (b) substantially equal annual installments over a period of ten (10) years. Such payment will be made or will begin as soon as practicable, but no later than thirty (30) days, after the Participant becomes entitled to payment under this Section.

8.2 Payment Upon Disability or Following a Change in Control. In the event of the Participant’s Disability while the Participant serves as a Director, or the occurrence of a Change in Control (to the extent permitted under Code Section 409A), the Participant’s Account shall be paid in one lump sum in cash from the Cash Account and in the form of Company stock from the Stock Units Account. Such payment shall be made as soon as practicable, but no later than thirty (30) days, following either such event.

8.3 Vesting. A Participant’s Account shall be 100% vested at all times.

SECTION 9

ADMINISTRATION OF THE PLAN

9.1 Operation of the Plan Administrator. The Bank shall be the Plan Administrator, unless it appoints a person, committee or other organization as the Plan Administrator. If an organization is appointed to serve as the Plan Administrator, then the Plan Administrator may designate in writing a person who may act on behalf of the Plan Administrator. The Bank shall have the right to remove the Plan Administrator at any time by notice in writing. The Plan Administrator may resign at any time by written notice or resignation to the Bank. Upon removal or resignation, or in the event of the dissolution of the Plan Administrator, the Bank shall appoint a successor.

9.2 Duties of the Plan Administrator.

(a) The Plan Administrator shall make all payments under the terms of the Plan.

(b) The Plan Administrator shall from time to time establish rules, not contrary to the provisions of the Plan, for the administration of the Plan and the transaction of its business. All elections and designations under the Plan by a Participant shall be made on forms prescribed by the Plan Administrator. The Plan Administrator shall have discretionary authority to construe the terms of the Plan and shall determine all questions arising in the administration, interpretation and application of the Plan, including, but not limited to, those concerning eligibility for benefits and it shall not act so as to discriminate in favor of any person. All determinations of the Plan Administrator shall be conclusive and binding on all Participants, subject to the provisions of the Plan and subject to applicable law.

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(c)The statement of specific duties for a Plan Administrator in this Plan Section is not in derogation of any other duties which a Plan Administrator has under the provisions of the Plan or under applicable law.

9.3 Action by the Bank. Any action to be taken by the Bank shall be taken by resolution or written direction duly adopted by its Board of Directors or appropriate governing body, as the case may be; provided, however, that by such resolution or written direction, the Board of Directors or appropriate governing body, as the case may be, may delegate to any officer or other appropriate person of the Bank the authority to take any such actions as may be specified in such resolution or written direction.

SECTION 10

CLAIM REVIEW PROCEDURE

10.1 Notice of Denial. If a Participant is denied a claim for benefits under the Plan, the Plan Administrator shall provide to the claimant written notice of the denial within ninety (90) days after the Plan Administrator receives the claim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall the extension exceed a period of ninety (90) days from the end of such initial period. Any extension notice shall indicate the special circumstances requiring the extension of time, the date by which the Plan Administrator expects to render the final decision, the standards on which entitlement to benefits are based, the unresolved issues that prevent a decision on the claim and the additional information needed to resolve those issues.

10.2 Contents of Notice of Denial. If a Participant is denied a claim for benefits under a Plan, the Plan Administrator shall provide to such claimant written notice of the denial which shall set forth:

(a) the specific reasons for the denial;

(b) specific references to the pertinent provisions of the Plan on which the denial is based;

(c) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(d) an explanation of the Plan’s claim review procedures, and the time limits applicable to such procedures.

10.3 Right to Review. After receiving written notice of the denial of a claim, a claimant or his representative shall be entitled to:

(a) request a full and fair review of the denial of the claim by written application to the Plan Administrator;

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(b) request, free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim;

(c) submit written comments, documents, records, and other information relating to the denied claim to the Plan Administrator; and

(d) a review that takes into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

10.4 Application for Review. If a claimant wishes a review of the decision denying his claim to benefits under the Plan, the claimant must submit the written application to the Plan Administrator within sixty (60) days after receiving written notice of the denial.

10.5 Hearing. Upon receiving a written application for review pursuant to Section 11.4, the Plan Administrator may schedule a hearing for purposes of reviewing the claimant’s claim, which hearing shall take place not more than thirty (30) days from the date on which the Plan Administrator received such written application for review.

10.6 Notice of Hearing. At least ten (10) days prior to the scheduled hearing, the claimant and his representative designated in writing by him, if any, shall receive written notice of the date, time, and place of such scheduled hearing. The claimant or his representative, if any, may request that the hearing be rescheduled, for his convenience, on another reasonable date or at another reasonable time or place.

10.7 Counsel. All claimants requesting a review of the decision denying their claim for benefits may employ counsel for purposes of the hearing.

10.8 Decision on Review. No later than sixty (60) days following the receipt of the written application for review, the Plan Administrator shall submit its decision on the review in writing to the claimant involved and to his representative, if any, unless the Plan Administrator determines that special circumstances (such as the need to hold a hearing) require an extension of time, to a day no later than one hundred twenty (120) days after the date of receipt of the written application for review. If the Plan Administrator determines that the extension of time is required, the Plan Administrator shall furnish to the claimant written notice of the extension before the expiration of the initial sixty (60) day period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render its decision on review. In the case of a decision adverse to the claimant, the Plan Administrator shall provide to the claimant written notice of the denial which shall include:

(a) the specific reasons for the decision;

(b) specific references to the pertinent provisions of the Plan on which the decision is based;

(c) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and

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(d) an explanation of the Plan’s claim review procedures, and the time limits applicable to such procedures.

SECTION 11

LIMITATION OF ASSIGNMENT, PAYMENTS TO LEGALLY

INCOMPETENT DISTRIBUTEE AND UNCLAIMED PAYMENTS

No benefit which shall be payable under the Plan to any person shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void; and no such benefit shall in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements or torts of any person, nor shall it be subject to attachment or legal process for, or against, such person, and the same shall not be recognized under the Plan, except to such extent as may be required by law.

SECTION 12

LIMITATION OF RIGHTS

Membership in the Plan shall not give any Director any right or claim except to the extent that such right is specifically fixed under the terms of the Plan. The adoption of the Plan by the Bank shall not be construed to give any Participant a right to continue as a Director.

SECTION 13

AMENDMENT TO OR TERMINATION OF THE PLAN

13.1. Amendment. The Bank or any successor thereto reserves the right by action of its Board of Directors or its delegate at any time to modify or amend the Plan. No such modifications or amendments shall have the effect of retroactively changing or depriving Participants of benefits already accrued under the Plan.

13.2 Termination. Subject to the requirements of Code Section 409A, in the event of complete termination of the Plan, the Plan shall cease to operate and the Bank shall pay out to the Participant his benefit as if the Participant had terminated service as of the effective date of the complete termination. Such complete termination of the Plan shall occur only under the following circumstances and conditions:

(a) The Board of Directors may terminate the Plan within 12 months of a corporate dissolution taxed under Code Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Participant’s gross income in the latest of (i) the calendar year in which the Plan terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.

(b) The Board of Directors may terminate the Plan by irrevocable action within the 30 days preceding a Change in Control (but not following a Change in

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Control), provided that the Plan shall only be treated as terminated if all substantially similar arrangements sponsored by the Company are terminated so that the Participant and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date of the termination of the arrangements. For these purposes, “Change in Control” shall be defined in accordance with the Treasury Regulations under Code Section 409A.

(c) The Board of Directors may terminate the Plan provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Company, (ii) all arrangements sponsored by the Company that would be aggregated with this Plan under Treasury Regulations Section 1.409A-1(c) if the Participant covered by this Plan was also covered by any of those other arrangements are also terminated; (iii) no payments other than payments that would be payable under the terms of the arrangement if the termination had not occurred are made within 12 months of the termination of the arrangement; (iv) all payments are made within 24 months of the termination of the arrangements; and (v) the Company does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations Section 1.409A-1(c) if the Participant participated in both arrangements, at any time within three years following the date of termination of the arrangement.

SECTION 14

MISCELLANEOUS

14.1 Unfunded Plan. All payments provided under the Plan shall be paid from the general assets of the Bank or its Affiliate(s), as applicable, and no separate fund shall be established to secure payment. Notwithstanding the foregoing, the Bank may establish a grantor trust to assist it and its Affiliates in funding their obligations under the Plan, and any payments made to a Participant from such trust shall relieve the Bank and Affiliates, as applicable, from any further obligations under the Plan only to the extent of such payment.

14.2 Withholding. The Bank shall withhold from any benefits payable under the Plan all federal, state and local income taxes or other taxes (if any) required to be withheld pursuant to applicable law.

14.3 Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of Alabama.

14.4 Payment of Employment and Code Section 409A Taxes. Any distribution under this Plan shall be reduced by the amount of any taxes required to be withheld from such distribution. This Plan shall permit the acceleration of the time or schedule of a payment to pay employment related taxes as permitted under Treasury regulation Section 1.409A-3(j) or to pay any taxes that may become due at any time that the arrangement fails to meet the requirements of Code Section 409A and the regulations and other guidance promulgated thereunder. In the latter case, such payments shall not exceed the amount required to be included in income as the result of the failure to comply with the requirements of Code Section 409A.

14.5 Section 409A of the Code Requirements.

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14.5.1 All references to Retirement, termination of service or “ceasing to service as a Director” in the Plan shall require a “Separation from Service” within the meaning of Code Section 409A. No Separation from Service shall be deemed to occur due to military leave, sick leave or other bona fide leave of absence if the period of such leave does not exceed six (6) months or, if longer, so long as the Participant’s right to reemployment is provided by law or contract. If the leave exceeds six (6) months and the Participant’s right to reemployment is not provided by law or by contract, then the Participant shall have a Separation from Service on the first date immediately following such six-month period.

Whether a Separation from Service has occurred is determined based on whether the facts and circumstances indicate that the Bank and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the employee would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to an amount less than 50% of the average level of bona fide services performed over the immediately preceding 36 months (or such lesser period of time in which the Participant performed services for the Bank). The determination of whether a Participant has had a Separation from Service shall be made by applying the presumptions set forth in the Treasury Regulations under Code Section 409A.

14.5.2 A Participant’s Account Balance shall be distributed to the Participant in accordance with the terms of the Plan, provided, however that if a Participant is a “specified employee” (i.e., a “key employee” of a publicly traded company within the meaning of Code Section 409A and the final regulations issued thereunder) and payment of the Account Balance is triggered due to the Participant’s Separation from Service (other than due to death), then solely to the extent necessary to avoid penalties under Code Section 409A, no payment shall be made during the first six (6) months following the Participant’s Separation from Service. Rather, any payment which would otherwise be paid to the Participant during such period shall be accumulated and paid to the Participant in a lump sum on the first day of the seventh month following such Separation from Service. All subsequent payments of the Participant’s Account Balance shall be paid in the manner specified in the Plan.

14.6 12 U.S.C. § 1828(k). Any payments made to the Participant pursuant to this Plan or otherwise are subject to and conditioned upon compliance with 12 U.S.C. § 1828(k) and 12 C.F.R. Part 359 Golden Parachute and Indemnification Payments or any other rules and regulations promulgated thereunder.

[Signatures on Following Page]

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IN WITNESS WHEREOF, the Bank has caused this Plan to be executed as of March 1, 2021.

CULLMAN SAVINGS BANK
By:	/s/ John A. Riley, III
Title:	Chairman, President and Chief Executive Officer

ATTEST:

/s/ Robin O’Berry
Title:	Corporate Secretary
	[CORPORATE SEAL]

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Cullman Savings Bank

Directors’ Cash Compensation Deferral Plan

Plan Summary

Data as of the period ending December 31, 2020

Participant	Date of Birth	End of Year Age	Summary of Account Activity																Summary of Benefits
			Account Balance as of 12/31/2019		Director Deferral Amount		Bank Matching Contribution		Total Deferral		Interest Earnings		Benefit Payments		Account Balance as of 12/31/2020		Projected Balance at Retirement		Annual Retirement Benefit	Benefits Paid (Yrs.)	Retire Age
John A Riley III	2/12/1965	55		494,810		21,000		6,000		27,000		50,697		0		572,507		1,121,712	148,368	10	65
Kim Chaney	4/12/1957	63		256,027		1,500		1,500		3,000		25,851		0		284,878		307,893	40,725	10	65
Paul Bussman	12/7/1956	64		226,061		9,000		6,000		15,000		15,606		117,000		139,667		163,456	21,620	10	65
Bill Peinhardt	10/22/1946	74		134,679		0		0		0		7,429		23,951		118,157		181,076	23,951	10	70
Nancy McClellan	3/6/1957	63		492,814		21,000		6,000		27,000		50,498		0		570,312		628,923	83,187	10	65
Gregory Barksdale	12/23/1966	54		15,676		9,000		6,000		15,000		2,243		0		32,919		293,175	293,175	Lump Sum	65
Burks, Chad	12/3/1976	44		0		9,000		6,000		15,000		676		0		15,676		669,505	88,555	10	65
Parson, Robin	3/22/1967	53		0		21,000		6,000		27,000		1,216		0		28,216		669,505	63,814	10	65
				1,620,067		91,500		37,500		129,000		154,216		140,951		1,762,332		4,035,246	611,025

Plan Assumptions
Post-Retirement Interest Rate:	6.00	%
2020 Interest Rate:	10.00	%

EX-10.6

Exhibit 10.6

CULLMAN BANCORP, INC.

2020 EQUITY INCENTIVE PLAN

ARTICLE 1 – GENERAL

Section 1.1 Purpose, Effective Date and Term. The purpose of the Cullman Bancorp, Inc. 2020 Equity Incentive Plan (the “Plan”) is to promote the long-term financial success of Cullman Bancorp, Inc. (the “Company”), and its Subsidiaries, including Cullman Savings Bank (the “Bank”), by providing a means to attract, retain and reward individuals who contribute to such success and to further align their interests with those of the Company’s stockholders through the ownership of additional common stock of the Company. The Plan also provides eligible Participants with an opportunity to acquire an ownership interest, or otherwise increase their ownership interest, in the Company as an incentive for them to remain in the service of the Company and the Bank. The “Effective Date” of the Plan shall be the date the Plan satisfies the applicable stockholder approval requirements. The Plan shall remain in effect as long as any Awards are outstanding; provided, however, that no Awards may be granted under the Plan after the day immediately prior to the ten-year anniversary of the Effective Date.

Section 1.2 Administration. The Plan shall be administered by the Compensation Committee of the Company’s Board of Directors (the “Committee”), in accordance with Section 5.1.

Section 1.3 Participation. Each Employee or Director of the Company or any Subsidiary of the Company who is granted an Award in accordance with the terms of the Plan shall be a “Participant” in the Plan. The grant of Awards shall be limited to Employees and Directors of the Company or any Subsidiary.

Section 1.4 Definitions. Capitalized terms used in this Plan are defined in Article 8 and elsewhere in this Plan.

ARTICLE 2 – AWARDS

Section 2.1 General. Any Award under the Plan may be granted singularly or in combination with another Award (or Awards). Each Award under the Plan shall be subject to the terms and conditions of the Plan and such additional terms, conditions, limitations and restrictions as the Committee shall provide with respect to such Award and as evidenced in the Award Agreement. Subject to the provisions of Section 2.6, an Award may be granted as an alternative to or replacement of an existing Award under the Plan or any other plan of the Company or any Subsidiary or as the form of payment for grants or rights earned or due under any other compensation plan or arrangement of the Company or its Subsidiaries, including without limitation the plan of any entity acquired by the Company or any Subsidiary. The types of Awards that may be granted under the Plan include:

(a) Stock Options. A Stock Option means a grant under Section 2.2 that represents the right to purchase shares of Stock at an Exercise Price established by the Committee. Any Stock Option may be either an Incentive Stock Option (an “ISO”) that is intended to satisfy the requirements applicable to an “Incentive Stock Option” described in Code Section 422(b), or a Non-Qualified Stock Option (a “Non-Qualified Option”) that is not intended to be an ISO; provided, however, that no ISOs may be granted: (i) after the day immediately prior to the ten-year anniversary of the Effective Date or the date the Plan is approved by the Board, whichever is earlier; or (ii) to a non-employee. Unless otherwise specifically provided by its terms, any Stock Option granted to an Employee under this Plan shall be an ISO to the maximum extent permitted. Any ISO granted under this Plan that does not qualify as an ISO for any

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reason (whether at the time of grant or as the result of a subsequent event) shall be deemed to be a Non-Qualified Option. In addition, any ISO granted under this Plan may be unilaterally modified by the Committee to disqualify such Stock Option from ISO treatment such that it shall become a Non-Qualified Option; provided, however, that any such modification shall be ineffective if it causes the Award to be subject to Code Section 409A (unless, as modified, the Award complies with Code Section 409A).

(b) Restricted Stock Awards. A Restricted Stock Award means a grant of shares of Stock under Section 2.3 for no consideration or such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under the Plan, subject to a vesting schedule.

Section 2.2 Stock Options.

(a) Grant of Stock Options. Each Stock Option shall be evidenced by an Award Agreement that shall: (i) specify the number of Stock Options covered by the Award; (ii) specify the date of grant of the Stock Option; (iii) specify the vesting period or conditions to vesting; (iv) the Exercise Price; and (v) contain such other terms and conditions not inconsistent with the Plan, including the effect of termination of a Participant’s employment or Service with the Company as the Committee may, in its discretion, prescribe.

(b) Terms and Conditions. A Stock Option shall be exercisable in accordance with such terms and conditions and during such periods as may be established by the Committee. In no event, however, shall a Stock Option expire later than ten (10) years after the date of its grant (or five (5) years with respect to ISOs granted to an Employee who is a 10% Stockholder). The “Exercise Price” of each Stock Option shall not be less than 100% of the Fair Market Value of a share of Stock on the date of grant (or, if greater, the par value of a share of Stock); provided, however, that the Exercise Price of an ISO shall not be less than 110% of Fair Market Value of a share of Stock on the date of grant if granted to a 10% Stockholder; provided further, that the Exercise Price may be higher or lower in the case of Stock Options granted or exchanged in replacement of existing Awards held by an Employee or Director of, or service provider to, an acquired entity.

(c) Method of Exercise. Subject to the other terms and conditions hereof, a Participant may exercise any Stock Option, to the extent such Stock Option is vested, by giving written notice of exercise to the Company, provided, however, that in no event shall a Stock Option be exercisable for a fractional share. The date of exercise of a Stock Option shall be the later of: (i) the date on which the Company receives such written notice; and (ii) the date on which the Participant pays the applicable Exercise Price pursuant to this Section 2.2(c). The payment of the Exercise Price of a Stock Option shall be by cash or, subject to limitations imposed by applicable law, by such other means as the Committee may from time to time permit, including: (i) by tendering, either actually or constructively by attestation, shares of Stock valued at Fair Market Value as of the day of exercise; (ii) by irrevocably authorizing a third party, acceptable to the Committee, to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Stock Option and to remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise; (iii) by a net settlement of the Stock Option, using a portion of the shares obtained on exercise in payment of the Exercise Price of the Stock Option (and if applicable, any required tax withholding, to the extent permitted under the Plan); (iv) by personal, certified or cashier’s check; (v) by other property deemed acceptable by the Committee; or (vi) by any combination thereof. The total number of shares that may be acquired upon the exercise of a Stock Option shall be rounded down to the nearest whole share, with cash-in-lieu paid by the Company, at its discretion, for the value of any fractional share.

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(d) Prohibition of Cash Buy-Outs of Underwater Stock Options. Under no circumstances will any underwater Stock Options which were granted under the Plan be bought back by the Company without stockholder approval.

Section 2.3 Restricted Stock.

(a) Grant of Restricted Stock. Each Restricted Stock Award shall be evidenced by an Award Agreement that shall: (i) specify the number of shares of Stock covered by the Restricted Stock Award; (ii) specify the date of grant of the Restricted Stock Award; (iii) specify the vesting period; and (iv) contain such other terms and conditions not inconsistent with the Plan, including the effect of termination of a Participant’s employment or Service with the Company. All Restricted Stock Awards shall be in the form of issued and outstanding shares of Stock that, at the discretion of the Committee, shall be either: (x) registered in the name of the Participant and held by or on behalf of the Company, together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock; or (y) registered in the name of, and delivered to, the Participant. In any event, the certificates evidencing the Restricted Stock Award shall at all times prior to the applicable vesting date bear the following legend:

The Stock evidenced hereby is subject to the terms of an Award Agreement with Cullman Bancorp, Inc. dated [Date], made pursuant to the terms of the Cullman Bancorp, Inc. 2020 Equity Incentive Plan, copies of which are on file at the executive offices of Cullman Bancorp, Inc., and may not be sold, encumbered, hypothecated or otherwise transferred except in accordance with the terms of such Plan and Award Agreement,

or such other restrictive legend as the Committee, in its discretion, may specify. Notwithstanding the foregoing, the Company may in its sole discretion issue Restricted Stock in any other approved format (e.g., electronically) in order to facilitate the paperless transfer of such Awards. In the event Restricted Stock is not issued in certificate form, the Company and the transfer agent shall maintain appropriate bookkeeping entries that evidence Participants’ ownership of such Awards. Restricted Stock that is not issued in certificate form shall be subject to the same terms and conditions of the Plan as certificated shares, including the restrictions on transferability and the provision of a stock power executed by the Participant in favor of the Company, until the satisfaction of the conditions to which the Restricted Stock Award is subject.

(b) Terms and Conditions. Each Restricted Stock Award shall be subject to the following terms and conditions:

(i) Dividends. Unless the Committee determines otherwise with respect to any Restricted Stock Award and specifies such determination in the relevant Award Agreement, any dividends or distributions declared and paid with respect to shares of Stock subject to the Restricted Stock Award shall be immediately distributed to the Participant. If the Committee determines to delay the distribution of dividends to a Participant until the vesting of an Award of Restricted Stock, the Committee shall cause the dividend (and any earnings thereon) to be distributed to the Participant no later than two and one-half months following the date on which the Restricted Stock vests.

(ii) Voting Rights. Unless the Committee determines otherwise with respect to any Restricted Stock Award and specifies such determination in the relevant Award Agreement, a Participant shall have voting rights related to the unvested, non-forfeited Restricted Stock and such voting rights shall be exercised by the Participant in his or her discretion.

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(iii) Tender Offers and Merger Elections. Each Participant to whom a Restricted Stock Award is granted shall have the right to respond, or to direct the response, with respect to the related shares of Restricted Stock, to any tender offer, exchange offer, cash/stock merger consideration election or other offer made to, or elections made by, the holders of shares of Stock. Such a direction for any such shares of Restricted Stock shall be given by proxy or ballot (if the Participant is the beneficial owner of the shares of Restricted Stock for voting purposes) or by completing and filing, with the inspector of elections, the trustee or such other person who shall be independent of the Company as the Committee shall designate in the direction (if the Participant is not such a beneficial owner), a written direction in the form and manner prescribed by the Committee. If no such direction is given, then the shares of Restricted Stock shall not be tendered.

(iv) The conditions for grant or vesting and the other provisions of Restricted Stock Awards need not be the same with respect to each recipient.

Section 2.4 Vesting of Awards. The Committee shall specify the vesting schedule or conditions of each Award. Unless the Committee specifies a different vesting schedule at the time of grant, Awards under the Plan awarded to an Employee shall be granted with a vesting rate not exceeding twenty percent (20%) per year, with the first installment vesting no earlier than the one-year anniversary of the date of grant. Unless the Committee specifies a different vesting schedule at the time of grant, each Award granted to a Director shall fully vest on the one-year anniversary following the date on which the Award was granted. If the right to become vested in an Award under the Plan (including the right to exercise a Stock Option) is conditioned on the completion of a specified period of Service with the Company or its Subsidiaries, without it being granted in lieu of, or in exchange for, other compensation, then the required period of Service for full vesting shall be determined by the Committee and evidenced in the Award Agreement (subject to acceleration of vesting, to the extent permitted by the Committee or set forth in the Award Agreement, in the event of the Participant’s death, Disability or Involuntary Termination following a Change in Control). Notwithstanding anything to the contrary herein, except to the extent specified in Section 4.1(c), at least ninety-five percent (95%) of all Awards under the Plan shall be subject to a vesting requirement of at least one year of Service following the grant of the Award unless accelerated due to death, Disability or Involuntary Termination following a Change in Control.

Section 2.5 Deferred Compensation. If any Award would be considered “deferred compensation” as defined under Code Section 409A (“Deferred Compensation”), the Committee reserves the absolute right (including the right to delegate such right) to unilaterally amend the Plan or the Award Agreement, without the consent of the Participant, to maintain exemption from, or to comply with, Code Section 409A. Any amendment by the Committee to the Plan or an Award Agreement pursuant to this Section shall maintain, to the extent practicable, the original intent of the applicable provision without violating Code Section 409A. A Participant’s acceptance of any Award under the Plan constitutes acknowledgement and consent to such rights of the Committee, without further consideration or action. Any discretionary authority retained by the Committee pursuant to the terms of this Plan or pursuant to an Award Agreement shall not be applicable to an Award which is determined to constitute Deferred Compensation, if such discretionary authority would contravene Code Section 409A.

Section 2.6 Prohibition Against Option Repricing. Except for adjustments pursuant to Section 3.4, and reductions of the Exercise Price approved by the Company’s stockholders, neither the Committee nor the Board shall have the right or authority to make any adjustment or amendment that reduces or would have the effect of reducing the Exercise Price of a Stock Option previously granted under the Plan, whether through amendment, cancellation (including cancellation in exchange for a cash

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payment in excess of the Stock Option’s in-the-money value or in exchange for Options or other Awards) or replacement grants, or other means.

Section 2.7. Effect of Termination of Service on Awards. The Committee shall establish the effect of a Termination of Service on the continuation of rights and benefits available under an Award and, in so doing, may make distinctions based upon, among other things, the cause of Termination of Service and type of Award. Unless otherwise specified by the Committee and set forth in an Award Agreement between the Company and the Participant or as set forth in an employment or severance agreement entered into by and between the Company and/or the Bank and an Employee, the following provisions shall apply to each Award granted under this Plan:

(a) Upon a Participant’s Termination of Service for any reason other than due to Disability, death, Retirement or termination for Cause, Stock Options shall be exercisable only as to those shares that were immediately exercisable by such Participant at the date of termination, and Stock Options may be exercised only for a period of three (3) months following termination and any Restricted Stock Award that has not vested as of the date of Termination of Service shall expire and be forfeited.

(b) In the event of a Termination of Service for Cause, all Stock Options granted to a Participant that have not been exercised and all Restricted Stock Awards granted to a Participant that have not vested shall expire and be forfeited.

(c) Upon Termination of Service for reason of Disability or death, all Stock Options shall be exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, and all Restricted Stock Awards shall vest as to all shares subject to an outstanding Award, whether or not otherwise immediately vested, at the date of Termination of Service. Stock Options may be exercised for a period of one year following Termination of Service due to death or Disability or the remaining unexpired term of the Stock Option, if less; provided, however, that no Stock Option shall be eligible for treatment as an ISO in the event such Stock Option is exercised more than one year following Termination of Service due to Disability and provided, further, in order to obtain ISO treatment for Stock Options exercised by heirs or devisees of an optionee, the optionee’s death must have occurred while employed or within three months of Termination of Service. In the event of Termination of Service due to Retirement, a Participant’s vested Stock Options shall be exercisable for one year following Termination of Service, provided that no Stock Option shall be eligible for treatment as an ISO in the event such Stock Option is exercised more than three months following Termination of Service due to Retirement and any Stock Option or Restricted Stock Award that has not vested as of the date of Termination of Service shall expire and be forfeited.

(d) Notwithstanding anything herein to the contrary, no Stock Option shall be exercisable beyond the last day of the original term of such Stock Option.

(e) Notwithstanding the provisions of this Section 2.7, the effect of a Change in Control on the vesting/exercisability of Stock Options and Restricted Stock Awards is as set forth in Article 4.

ARTICLE 3 – SHARES SUBJECT TO PLAN

Section 3.1 Available Shares. The shares of Stock with respect to which Awards may be made under the Plan shall be shares currently authorized but unissued, currently held or, to the extent permitted by applicable law, subsequently acquired by the Company as treasury shares, including shares purchased in the open market or in private transactions.

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Section 3.2 Share Limitations.

(a) Share Reserve. Subject to the following provisions of this Section 3.2, the maximum number of shares of Stock that may be delivered to Participants and their beneficiaries under the Plan shall be equal to 200,000 shares of Stock. The maximum number of shares of Stock that may be delivered pursuant to the exercise of Stock Options (all of which may be granted as ISOs) is 120,000 shares of Stock. The maximum number of shares of Stock that may be issued as Restricted Stock Awards is 80,000 shares of Stock. The aggregate number of shares available for grant under this Plan and the number of shares of Stock subject to outstanding awards shall be subject to adjustment as provided in Section 3.4.

(b) Computation of Shares Available. For purposes of this Section 3.2, the number of shares of Stock available for the grant of additional Stock Options or Restricted Stock Awards shall be reduced by the number of shares of Stock previously granted, subject to the following: (i) to the extent any shares of Stock covered by an Award (including Restricted Stock Awards) under the Plan are not delivered to a Participant or beneficiary for any reason, including because the Award is forfeited or canceled or because a Stock Option is not exercised, then such shares shall not be deemed to have been delivered for purposes of determining the maximum number of shares of Stock available for delivery under the Plan. To the extent: (i) a Stock Option is exercised by using an actual or constructive exchange of shares of Stock to pay the Exercise Price; or (ii) shares of Stock are withheld to satisfy withholding taxes upon exercise or vesting of an Award granted hereunder; or (iii) shares are withheld to satisfy the exercise price of Stock Options in a net settlement of Stock Options, then the number of shares of Stock available shall be reduced by the gross number of Stock Options exercised rather than by the net number of shares of Stock issued.

Section 3.3 Limitations on Grants to Employees and Directors.

(a) Employee Awards.

(i) Stock Options – Employees. The maximum number of shares of Stock, in the aggregate, that may be covered by a Stock Option granted to any one Employee under the Plan shall be 30,000 shares, all of which may be granted during any calendar year. This maximum amount represents approximately twenty-five percent (25%) of the maximum number of shares of Stock that may be delivered pursuant to Stock Options under Section 3.2.

(ii) Restricted Stock Awards – Employees. The maximum number of shares of Stock, in the aggregate, that may be subject to Restricted Stock Awards granted to any one Employee under the Plan shall be 20,000 shares, all of which may be granted during any calendar year. This maximum amount represents approximately twenty-five percent (25%) of the maximum number of shares of Stock that may be issued as Restricted Stock Awards.

(b) Director Awards.

(i) Stock Options – Aggregate Limit. Individual non-employee Directors may be granted Stock Options of up to 6,000 shares, in the aggregate, all of which may be granted during any calendar year and, in addition, all non-employee Directors, in the aggregate, may be granted up to 36,000 shares all of which may be granted during any calendar year. These maximum amounts represent approximately five percent (5%) and thirty percent (30%), respectively, of the maximum number of shares of Stock that may be delivered pursuant to Stock Options under Section 3.2.

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(ii) Restricted Stock Awards – Aggregate Limit. Individual non-employee Directors may be granted Restricted Stock Awards of up to 4,000 shares, in the aggregate, all of which may be granted during any calendar year and, in addition, all non-employee Directors, in the aggregate, may be granted up to 24,000 shares all of which may be granted during any calendar year. These maximum amounts represent approximately five percent (5%) and thirty percent (30%), respectively, of the maximum number of shares of Stock that may be delivered pursuant to Restricted Stock Awards under Section 3.2.

(iii) Initial Grants to Non-Employee Directors. Each non-employee Director who is in the Service of the Company and/or a Subsidiary on the Effective Date (the date of the 2020 Company annual stockholder meeting at which stockholders approve the Plan (“2020 Annual Meeting”) shall automatically be granted an Award of Stock Options and Restricted Stock as follows:

(A)Stock Options – Non-Employee Directors. Each non-employee Director who is in the Service of the Company and/or Subsidiary immediately following the 2020 Annual Meeting shall receive, on the Effective Date, a grant of 4,800 Stock Options, and this amount represents approximately four percent (4.0%) of the maximum number of shares of Stock that may be delivered as Stock Options under Section 3.2.

(B) Restricted Stock Awards – Non-Employee Directors. Each non-employee Director who is in the Service of the Company and/or Subsidiary immediately following the 2020 Annual Meeting shall receive, on the Effective Date, a grant of 3,200 shares of Restricted Stock, and this amount represents approximately four percent (4.0%) of the maximum number of shares of Stock that may be delivered as Restricted Stock Awards under Section 3.2.

(c) The aggregate number of shares available for grant under this Plan and the number of shares subject to outstanding Awards, including the limit on the number of Awards available for grant under this Plan described in this Section 3.3, shall be subject to adjustment as provided in Section 3.4.

Section 3.4 Corporate Transactions.

(a) General. In the event any recapitalization, forward or reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, or exchange of shares of Stock or other securities, stock dividend or other special and nonrecurring dividend or distribution (whether in the form of cash, securities or other property), liquidation, dissolution, or other similar corporate transaction or event, affects the shares of Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Participants under the Plan and/or under any Award granted under the Plan, then the Committee shall, in an equitable manner, adjust any or all of: (i) the number and kind of securities deemed to be available thereafter for grants of Stock Options or Restricted Stock Awards in the aggregate to all Participants and individually to any one Participant; (ii) the number and kind of securities that may be delivered or deliverable in respect of outstanding Stock Options and Restricted Stock Awards; and (iii) the Exercise Price of Stock Options. In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Stock Options and Restricted Stock Awards (including, without limitation, cancellation of Stock Options and Restricted Stock Awards in exchange for the in-the-money value, if any, of the vested portion thereof, or substitution or exchange of Stock Options and Restricted Stock Awards using stock of a successor or other entity) in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence) affecting the Company or any parent or Subsidiary or the financial statements of the Company or any parent or Subsidiary, or in response to changes in applicable laws, regulations, or accounting principles.

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(b) Merger in which Company is Not Surviving Entity. In the event of any merger, consolidation, or other business reorganization (including, but not limited to, a Change in Control) in which the Company is not the surviving entity, unless otherwise determined by the Committee at any time at or after grant and prior to the consummation of such merger, consolidation or other business reorganization, any Stock Options granted under the Plan which remain outstanding shall be converted into Stock Options to purchase voting common equity securities of the business entity which survives such merger, consolidation or other business reorganization having substantially the same terms and conditions as the outstanding Stock Options under this Plan and reflecting the same economic benefit (as measured by the difference between the aggregate Exercise Price and the value exchanged for outstanding shares of Stock in such merger, consolidation or other business reorganization), all as determined by the Committee prior to the consummation of such merger; provided, however, that the Committee may, at any time prior to the consummation of such merger, consolidation or other business reorganization, direct that all, but not less than all, outstanding Stock Options be canceled as of the effective date of such merger, consolidation or other business reorganization in exchange for a cash payment per share of Stock equal to the excess (if any) of the value exchanged for an outstanding share of Stock in such merger, consolidation or other business reorganization over the Exercise Price of the Stock Option being canceled; provided, further, that in the event the Exercise Price of outstanding Stock Options exceed the value to be exchanged for an outstanding share of Stock (an “Underwater Stock Option”) in such merger, consolidation or other business reorganization, the Committee may, in its discretion, cancel and terminate such Underwater Stock Options without the consent of the holder of the Stock Option and without any payment to such holder.

Section 3.5 Delivery of Shares. Delivery of shares of Stock or other amounts under the Plan shall be subject to the following:

(a) Compliance with Applicable Laws. Notwithstanding any other provision of the Plan, the Company shall have no obligation to deliver any shares of Stock or make any other distribution of benefits under the Plan unless such delivery or distribution complies with all applicable laws (including, the requirements of the Securities Act), and the applicable requirements of any Exchange or similar entity.

(b) Certificates. To the extent that the Plan provides for the issuance of shares of Stock, the issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any Exchange.

ARTICLE 4 – CHANGE IN CONTROL

Section 4.1 Consequence of a Change in Control. Subject to the provisions of Section 2.4 (relating to vesting and acceleration) and Section 3.4 (relating to the adjustment of shares), and except as otherwise provided in the Plan or as determined by the Committee and set forth in the terms of any Award Agreement or as set forth in an employment, change in control, or severance agreement entered into by and between the Company and/or the Bank and an Employee:

(a) At the time of an Involuntary Termination at or following a Change in Control, all Stock Options then held by the Participant shall become fully earned and exercisable (subject to the expiration provisions otherwise applicable to the Stock Option). All Stock Options may be exercised for a period of one year following the Participant’s Involuntary Termination, provided, however, that no Stock Option shall be eligible for treatment as an ISO in the event such Stock Option is exercised more than three (3) months following such Involuntary Termination. To the extent not specified herein or in the Award Agreement, the Committee shall have the discretion to determine the treatment of outstanding unvested

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Awards, provided, however, that any such Awards will be deemed earned and shall vest if not assumed by a successor entity.

(b) At the time of an Involuntary Termination at or following a Change in Control, all Awards of Restricted Stock described in Section 2.1(b) shall become fully earned and vested immediately.

Section 4.2 Definition of Change in Control. For purposes of this Agreement, the term “Change in Control” shall mean the consummation by the Company or the Bank, in a single transaction or series of related transactions, of any of the following:

(a) Merger: The Company or the Bank merges into or consolidates with another entity, or merges another bank or corporation into the Company or the Bank, and as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company or the Bank immediately before the merger or consolidation;

(b) Acquisition of Significant Share Ownership: A person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Company’s or the Bank’s Voting Securities; provided, however, this clause (b) shall not apply to beneficial ownership of the Company’s or the Bank’s voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding Voting Securities;

(c) Change in Board Composition: During any period of two consecutive years, individuals who constitute the Company’s or the Bank’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s or the Bank’s Board of Directors; provided, however, that for purposes of this clause (c), each director who is first elected by the board (or first nominated by the board for election by the stockholders) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period or who is appointed as a director as a result of a directive, supervisory agreement or order issued by the primary federal regulator of the Company or the Bank or by the Federal Deposit Insurance Corporation shall be deemed to have also been a director at the beginning of such period; or

(d) Sale of Assets: The Company or the Bank sells to a third party all or substantially all of its assets.

(e) Notwithstanding the foregoing, a Change in Control shall not be deemed to occur as a result of or in connection with a second-step conversion of Cullman Savings Bank, M.H.C. In addition and notwithstanding the foregoing, in the event that an Award constitutes Deferred Compensation, and the settlement of, or distribution of benefits under, such Award is to be triggered solely by a Change in Control, then with respect to such Award, a Change in Control shall be defined as required under Code Section 409A, as in effect at the time of such transaction.

ARTICLE 5 – COMMITTEE

Section 5.1 Administration. The Plan shall be administered by the members of the Compensation Committee of the Company who are Disinterested Board Members. If the Committee consists of fewer than three Disinterested Board Members, then the Board shall appoint to the Committee such additional Disinterested Board Members as shall be necessary to provide for a Committee consisting of at least three Disinterested Board Members. Any members of the Committee who do not qualify as

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Disinterested Board Members shall abstain from participating in any discussion or decision to make or administer Awards that are made to Participants who at the time of consideration for such Award are persons subject to the short-swing profit rules of Section 16 of the Exchange Act. The Board (or if necessary to maintain compliance with the applicable listing standards, those members of the Board who are “independent directors” under the corporate governance statutes or rules of any national Exchange on which the Company lists, has listed or seeks to list its securities) may, in their discretion, take any action and exercise any power, privilege or discretion conferred on the Committee under the Plan with the same force and effect under the Plan as if done or exercised by the Committee.

Section 5.2 Powers of Committee. The administration of the Plan by the Committee shall be subject to the following:

(a) The Committee will have the authority and discretion to select from among the Company’s and its Subsidiaries’ Employees and Directors who shall receive Awards, to determine the time or times of receipt, to determine the types of Awards and the number of shares covered by the Awards, to establish the terms, conditions, features (including automatic exercise in accordance with Section 7.18 hereof), restrictions (including without limitation, provisions relating to non-competition, non-solicitation and confidentiality), and other provisions of such Awards (subject to the restrictions imposed by Article 6), to cancel or suspend Awards and to reduce, eliminate or accelerate any restrictions or vesting requirements applicable to an Award at any time after the grant of the Award or to extend the time period to exercise a Stock Option, provided that such extension is consistent with Code Section 409A. Notwithstanding the foregoing, the Committee will not have the authority or discretion to accelerate the vesting requirements applicable to an Award to avoid the one-year minimum vesting requirement pursuant to Section 2.4 (except to the extent permitted pursuant to Section 2.4 hereof).

(b) The Committee will have the authority and discretion to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan.

(c) The Committee will have the authority to define terms not otherwise defined herein.

(d) Any interpretation of the Plan by the Committee and any decision made by it under the Plan is final and binding on all persons.

(e) In controlling and managing the operation and administration of the Plan, the Committee shall take action in a manner that conforms to the charter and bylaws of the Company and applicable corporate law.

(f) The Committee will have the authority to: (i) suspend a Participant’s right to exercise a Stock Option during a blackout period (or similar restricted period) or to exercise in a particular manner (i.e., such as a “cashless exercise” or “broker-assisted exercise”) to the extent that the Committee deems it necessary or in the best interests of the Company in order to comply with the securities laws and regulations issued by the SEC (the “Blackout Period”); and (ii) to extend the period to exercise a Stock Option by a period of time equal to the Blackout Period, provided that such extension does not violate Section 409A of the Code, the Incentive Stock Option requirements or applicable laws and regulations.

Section 5.3 Delegation by Committee. Except to the extent prohibited by applicable law, the applicable rules of an Exchange upon which the Company lists its shares or the Plan, or as necessary to comply with the exemptive provisions of Rule 16b-3 promulgated under the Exchange Act, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons

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selected by it, including: (a) delegating to a committee of one or more members of the Board who are not “non-employee directors,” within the meaning of Rule 16b-3, the authority to grant Awards under the Plan to eligible persons who are not then subject to Section 16 of the Exchange Act; (b) delegating to a committee of one or more members of the Board who would be eligible to serve on the Compensation Committee of the Company pursuant to the listing requirements imposed by any national securities exchange on which the Company lists, has listed or seeks to list its securities, the authority to grant awards under the Plan; or (c) to the extent permitted by applicable law, the Board or Committee may also appoint a committee, composed of one or more senior executive officers of the Company, that may authorize Awards to Employees (who are not subject to Section 16 of the Exchange Act) within parameters specified by the Board or Committee and consistent with any limitations imposed by applicable law, the Committee or the Board. The acts of such delegates shall be treated hereunder as acts of the Committee and such delegates shall report regularly to the Committee regarding the delegated duties and responsibilities and any Awards so granted. Any such allocation or delegation may be revoked by the Committee at any time.

Section 5.4 Information to be Furnished to Committee. As may be permitted by applicable law, the Company and its Subsidiaries shall furnish the Committee with such data and information as it determines may be required for it to discharge its duties. The records of the Company and its Subsidiaries as to a Participant’s employment, termination of employment, leave of absence, reemployment and compensation shall be conclusive on all persons unless determined by the Committee to be manifestly incorrect. Subject to applicable law, Participants and other persons entitled to benefits under the Plan must furnish the Committee such evidence, data or information as the Committee considers desirable to carry out the terms of the Plan.

Section 5.5 Committee Action. The Committee shall hold such meetings, and may make such administrative rules and regulations, as it may deem proper. A majority of the members of the Committee shall constitute a quorum, and the action of a majority of the members of the Committee present at a meeting at which a quorum is present, as well as actions taken pursuant to the unanimous written consent of all of the members of the Committee without holding a meeting, shall be deemed to be actions of the Committee. Subject to Section 5.1, all actions of the Committee shall be final and conclusive and shall be binding upon the Company, Participants and all other interested parties. Any person dealing with the Committee shall be fully protected in relying upon any written notice, instruction, direction or other communication signed by a member of the Committee or by a representative of the Committee authorized to sign the same in its behalf.

ARTICLE 6 - AMENDMENT AND TERMINATION

Section 6.1 General. The Board may, as permitted by law, at any time, amend or terminate the Plan, and may amend any Award Agreement, provided that no amendment or termination (except as provided in Section 2.5, Section 3.4 and Section 6.2) may cause the Award to violate Code Section 409A, may cause the repricing of a Stock Option, or, in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely impair the rights of any Participant or beneficiary under any Award granted under the Plan prior to the date such amendment is adopted by the Board; provided, however, that, no amendment may (a) materially increase the benefits accruing to Participants under the Plan, (b) materially increase the aggregate number of securities which may be issued under the Plan, other than pursuant to Section 3.4, or (c) materially modify the requirements for participation in the Plan, unless the amendment under (a), (b) or (c) above is approved by the Company’s stockholders.

Section 6.2 Amendment to Conform to Law and Accounting Changes. Notwithstanding any provision in this Plan or any Award Agreement to the contrary, the Committee may amend the Plan

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or any Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of: (i) conforming the Plan or the Award Agreement to any present or future law relating to plans of this or similar nature (including, but not limited to, Code Section 409A); or (ii) avoiding an accounting treatment resulting from an accounting pronouncement or interpretation thereof issued by the SEC or Financial Accounting Standards Board subsequent to the adoption of the Plan or the making of the Award affected thereby, which, in the sole discretion of the Committee, may materially and adversely affect the financial condition or results of operations of the Company. By accepting an Award under this Plan, each Participant agrees and consents to any amendment made pursuant to this Section 6.2 or Section 2.5 to any Award granted under the Plan without further consideration or action.

ARTICLE 7 - GENERAL TERMS

Section 7.1 No Implied Rights.

(a) No Rights to Specific Assets. Neither a Participant nor any other person shall by reason of participation in the Plan acquire any right in or title to any assets, funds or property of the Company or any Subsidiary whatsoever, including any specific funds, assets, or other property which the Company or any Subsidiary, in its sole discretion, may set aside in anticipation of a liability under the Plan. A Participant shall have only a contractual right to the shares of Stock or amounts, if any, payable or distributable under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person.

(b) No Contractual Right to Employment or Future Awards. The Plan does not constitute a contract of employment, and selection as a Participant will not give any participating Employee the right to be retained in the employ of the Company or any Subsidiary or any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan. No individual shall have the right to be selected to receive an Award under the Plan, or, having been so selected, to receive a future Award under the Plan.

(c) No Rights as a Stockholder. Except as otherwise provided in the Plan or in the Award Agreement, no Award under the Plan shall confer upon the holder thereof any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.

Section 7.2 Transferability. Except as otherwise so provided by the Committee, ISOs under the Plan are not transferable except: (i) as designated by the Participant by will or by the laws of descent and distribution; (ii) to a trust established by the Participant, if under Code Section 671 and applicable state law, the Participant is considered the sole beneficial owner of the Stock Option while held in trust; or (iii) between spouses incident to a divorce or pursuant to a domestic relations order, provided, however, in the case of a transfer within the meaning of this paragraph (iii), the Stock Option shall not qualify as an ISO as of the day of such transfer. The Committee shall have the discretion to permit the transfer of vested Stock Options (other than ISOs) under the Plan; provided, however, that such transfers shall be limited to Immediate Family Members of Participants, trusts and partnerships established for the primary benefit of such family members or to charitable organizations, and; provided, further, that such transfers are not made for consideration to the Participant.

Awards of Restricted Stock shall not be transferable prior to the time that such Awards vest in the Participant.

Section 7.3 Designation of Beneficiaries. A Participant hereunder may file with the Company a written designation of a beneficiary or beneficiaries under this Plan and may from time to

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time revoke or amend any such designation (“Beneficiary Designation”). Any designation of beneficiary under this Plan shall be controlling over any other disposition, testamentary or otherwise (unless such disposition is pursuant to a domestic relations order); provided, however, that if the Committee is in doubt as to the entitlement of any such beneficiary to any Award, the Committee may determine to recognize only the legal representative of the Participant, in which case the Company, the Committee and the members thereof shall not be under any further liability to anyone.

Section 7.4 Non-Exclusivity. Neither the adoption of this Plan by the Board nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or the Committee to adopt such other incentive arrangements as either may deem desirable, including, without limitation, the granting of Restricted Stock Awards or Stock Options and such arrangements may be either generally applicable or applicable only in specific cases.

Section 7.5 Award Agreement. Each Award granted under the Plan shall be evidenced by an Award Agreement signed by the Participant. A copy of the Award Agreement, in any medium chosen by the Committee, shall be provided (or made available electronically) to the Participant.

Section 7.6 Form and Time of Elections/Notification Under Code Section 83(b). Unless otherwise specified herein, each election required or permitted to be made by any Participant or other person entitled to benefits under the Plan, and any permitted modification or revocation thereof, shall be filed with the Company at such times, in such form, and subject to such restrictions and limitations, not inconsistent with the terms of the Plan, as the Committee shall require. Notwithstanding anything herein to the contrary, the Committee may, on the date of grant or at a later date, as applicable, prohibit an individual from making an election under Code Section 83(b). If the Committee has not prohibited an individual from making this election, an individual who makes this election shall notify the Committee of the election within ten (10) days of filing notice of the election with the Internal Revenue Service. This requirement is in addition to any filing and notification required under the regulations issued under the authority of Code Section 83(b).

Section 7.7 Evidence. Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information upon which the person is acting considers pertinent and reliable, and signed, made or presented by the proper party or parties.

Section 7.8 Tax Withholding. Where a Participant is entitled to receive shares of Stock upon the vesting or exercise of an Award, the Company shall have the right to require such Participant to pay to the Company the amount of any tax that the Company is required to withhold with respect to such vesting or exercise, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of shares of Stock to cover the minimum amount required to be withheld. To the extent determined by the Committee, a Participant shall have the right to direct the Company to satisfy the minimum amount (or an amount up to a Participant’s highest marginal tax rate provided such withholding does not trigger liability accounting under FASB ASC Topic 718 or its successor) required for federal, state and local tax withholding by: (i) with respect to a Stock Option, reducing the number of shares of Stock subject to the Stock Option (without issuance of such shares of Stock to the Stock Option holder) by a number equal to the quotient of (a) the total minimum amount of required tax withholding divided by (b) the excess of the Fair Market Value of a share of Stock on the exercise date over the Exercise Price per share of Stock; and (ii) with respect to Restricted Stock Awards, withholding a number of shares (based on the Fair Market Value on the vesting date) otherwise vesting that would satisfy the minimum amount of required tax withholding (or an amount up to a Participant’s highest marginal rate provided such withholding does not trigger liability accounting under FASB ASC Topic 718 or its successor). Provided there are no adverse accounting consequences to the Company (a requirement to have liability

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classification of an award under FASB ASC Topic 718 is an adverse consequence), a Participant who is not required to have taxes withheld may request to the Company to withhold in accordance with the preceding sentence as if the Award were subject to minimum tax withholding requirements or up to such Participant’s highest marginal tax rate.

Section 7.9 Action by Company or Subsidiary. Any action required or permitted to be taken by the Company or any Subsidiary shall be by resolution of its board of directors, or by action of one or more members of the Board (including a committee of the Board) who are duly authorized to act for the Board, or (except to the extent prohibited by applicable law or applicable rules of the Exchange on which the Company lists its securities) by a duly authorized officer of the Company or such Subsidiary.

Section 7.10 Successors. All obligations of the Company under the Plan shall be binding upon and inure to the benefit of any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business, stock, and/or assets of the Company.

Section 7.11 Indemnification. To the fullest extent permitted by law and the Company’s governing documents, each person who is or shall have been a member of the Committee, or of the Board, or an officer of the Company to whom authority was delegated in accordance with Section 5.3, or an Employee of the Company, shall be indemnified and held harmless by the Company against and from any loss (including amounts paid in settlement), cost, liability or expense (including reasonable attorneys’ fees) that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability, or expense is a result of his or her own willful misconduct or except as expressly provided by statute or regulation. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s charter or bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. The foregoing right to indemnification shall include the right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition, provided, however, that, if required by applicable law, an advancement of expenses shall be made only upon delivery to the Company of an undertaking, by or on behalf of such persons to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such person is not entitled to be indemnified for such expenses.

Section 7.12 No Fractional Shares. Unless otherwise permitted by the Committee, no fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash or other property shall be issued or paid in lieu of fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated by rounding down.

Section 7.13 Governing Law. The Plan, all Awards granted hereunder, and all actions taken in connection herewith shall be governed by and construed in accordance with the laws of the State of Alabama without reference to principles of conflict of laws, except as superseded by applicable federal law. The federal and state courts located in the State of Alabama, shall have exclusive jurisdiction over any claim, action, complaint or lawsuit brought under the terms of the Plan. By accepting any award under this Plan, each Participant and any other person claiming any rights under the Plan agrees to

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submit himself or herself and any legal action that the Participant brings under the Plan, to the sole jurisdiction of such courts for the adjudication and resolution of any such disputes.

Section 7.14 Benefits Under Other Plans. Except as otherwise provided by the Committee or as set forth in a Qualified Retirement Plan, Awards to a Participant (including the grant and the receipt of benefits) under the Plan shall be disregarded for purposes of determining the Participant’s benefits under, or contributions to, any Qualified Retirement Plan, non-qualified plan and any other benefit plans maintained by the Participant’s employer. The term “Qualified Retirement Plan” means any plan of the Company or a Subsidiary that is intended to be qualified under Code Section 401(a).

Section 7.15 Validity. If any provision of this Plan is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision has never been included herein.

Section 7.16 Notice. Unless otherwise provided in an Award Agreement, all written notices and all other written communications to the Company provided for in the Plan or in any Award Agreement, shall be delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid (provided that international mail shall be sent via overnight or two-day delivery), or sent by facsimile, email or prepaid overnight courier to the Company at its principal executive office. Such notices, demands, claims and other communications shall be deemed given:

(a) in the case of delivery by overnight service with guaranteed next day delivery, the next day or the day designated for delivery;

(b) in the case of certified or registered U.S. mail, five (5) days after deposit in the U.S. mail; or

(c) in the case of facsimile or email, the date upon which the transmitting party received confirmation of receipt; provided, however, that in no event shall any such communications be deemed to be given later than the date they are actually received, provided they are actually received.

In the event a communication is not received, it shall only be deemed received upon the showing of an original of the applicable receipt, registration or confirmation from the applicable delivery service. Communications that are to be delivered by U.S. mail or by overnight service to the Company shall be directed to the attention of the Corporate Secretary, unless otherwise provided in the Participant’s Award Agreement.

Section 7.17 Forfeiture Events.

(a) The Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting conditions of an Award. Such events include, but are not limited to, termination of employment for cause, termination of the Participant’s provision of Services to the Company or any Subsidiary, violation of material Company or Subsidiary policies, breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct of the Participant that is detrimental to the business or reputation of the Company or any Subsidiary.

(b) If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the federal securities laws, any Participant who is subject to automatic forfeiture under Section 304 of the

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Sarbanes-Oxley Act of 2002 or who is subject to clawback under Section 954 of the Dodd-Frank Act shall reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the twelve month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document embodying such financial reporting requirement.

In addition, Awards granted hereunder are subject to any clawback policy adopted by the Board from time to time.

Section 7.18 Automatic Exercise. In the sole discretion of the Committee exercised in accordance with Section 5.2(a) above, any Stock Options that are exercisable but unexercised as of the day immediately before the tenth anniversary of the date of grant may be automatically exercised, in accordance with procedures established for this purpose by the Committee, but only if the exercise price is less than the Fair Market Value of a share of Stock on such date and the automatic exercise will result in the issuance of at least one (1) whole share of Stock to the Participant after payment of the exercise price and any applicable minimum tax withholding requirements. Payment of the exercise price and any applicable tax withholding requirements shall be made by a net settlement of the Stock Option whereby the number of shares of Stock to be issued upon exercise are reduced by a number of shares having a Fair Market Value on the date of exercise equal to the exercise price and any applicable minimum tax withholding.

Section 7.19 Regulatory Requirements. The grant and settlement of Awards under this Plan shall be conditioned upon and subject to compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. 1828(k), and the rules and regulations promulgated thereunder.

ARTICLE 8 - DEFINED TERMS; CONSTRUCTION

Section 8.1 In addition to the other definitions contained herein, unless otherwise specifically provided in an Award Agreement, the following definitions shall apply:

(a) “10% Stockholder” means an individual who, at the time of grant, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company.

(b) “Award” means any Stock Option or Restricted Stock Award or any or all of them, or any other right or interest relating to stock or cash, granted to a Participant under the Plan.

(c) “Award Agreement” means the document (in whatever medium prescribed by the Committee) which evidences the terms and conditions of an Award under the Plan. Such document is referred to as an agreement, regardless of whether a Participant’s signature is required.

(d) “Board” means the Board of Directors of the Company.

(e) If the Participant is subject to a written employment agreement (or other similar written agreement) with the Company or a Subsidiary that provides a definition of termination for “Cause,” then, for purposes of this Plan, the term “Cause” shall have meaning set forth in such agreement. In the absence of such a definition, “Cause” means termination because of a Participant’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, material breach of the Bank’s Code of Ethics, material violation of the Sarbanes-Oxley requirements for officers of public companies that in the reasonable opinion of the Chief Executive Officer of the Bank or the Board will likely cause substantial financial harm or substantial injury to the reputation of the Bank, willfully engaging in actions that in the reasonable opinion of the Board will likely cause substantial financial harm or substantial injury to the business reputation of the Bank, intentional failure to perform stated duties,

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willful violation of any law, rule or regulation (other than routine traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the contract.

(f) “Change in Control” has the meaning ascribed to it in Section 4.2.

(g) “Code” means the Internal Revenue Code of 1986, as amended, and any rules, regulations and guidance promulgated thereunder, as modified from time to time.

(h) “Code Section 409A” means the provisions of Section 409A of the Code and any rules, regulations and guidance promulgated thereunder, as modified from time to time.

(i) “Committee” means the Committee acting under Article 5.

(j) “Director” means a member of the Board of Directors of the Company or a Subsidiary. A “Director Emeritus” shall mean a former member of the Board of Directors of the Company or a Subsidiary but who continues to be associated with the Company or a Subsidiary as an adviser.

(k) If the Participant is subject to a written employment agreement (or other similar written agreement) with the Company or a Subsidiary that provides a definition of “Disability” or “Disabled,” then, for purposes of this Plan, the terms “Disability” or “Disabled” shall have meaning set forth in such agreement. In the absence of such a definition, “Disability” shall be defined in accordance with the Bank’s long-term disability plan. To the extent that an Award hereunder is subject to Code Section 409A, “Disability” or “Disabled” shall mean that a Participant: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees. Except to the extent prohibited under Code Section 409A, if applicable, the Committee shall have discretion to determine if a termination due to Disability has occurred.

(l) “Disinterested Board Member” means a member of the Board who: (i) is not a current Employee of the Company or a Subsidiary; (ii) is not a former employee of the Company or a Subsidiary who receives compensation for prior Services (other than benefits under a tax-qualified retirement plan) during the taxable year; (iii) has not been an officer of the Company or a Subsidiary; (iv) does not receive compensation from the Company or a Subsidiary, either directly or indirectly, for services as a consultant or in any capacity other than as a Director except in an amount for which disclosure would not be required pursuant to Item 404 of SEC Regulation S-K in accordance with the proxy solicitation rules of the SEC, as amended or any successor provision thereto; and (v) does not possess an interest in any other transaction, and is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(a) of SEC Regulation S-K under the proxy solicitation rules of the SEC, as amended or any successor provision thereto. The term Disinterested Board Member shall be interpreted in such manner as shall be necessary to conform to the requirements of Rule 16b-3 promulgated under the Exchange Act and the corporate governance standards imposed on compensation committees under the listing requirements imposed by any Exchange on which the Company lists or seeks to list its securities.

(m) [Reserved].

(n) “Employee” means any person employed by the Company or any Subsidiary. Directors who are also employed by the Company or a Subsidiary shall be considered Employees under the Plan.

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(o) “Exchange” means any national securities exchange on which the Stock may from time to time be listed or traded.

(p) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

(q) “Exercise Price” means the price established with respect to a Stock Option pursuant to Section 2.2.

(r) “Fair Market Value” on any date, means: (i) if the Stock is listed on an Exchange, the closing sales price on such Exchange or over such system on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported; or (ii) if the Stock is not listed on a securities exchange, “Fair Market Value” shall mean a price determined by the Committee in good faith on the basis of objective criteria consistent with the requirements of Code Section 422 and applicable provisions of Section 409A.

(s) A termination of employment by an Employee Participant shall be deemed a termination of employment for “Good Reason” as a result of the Participant’s resignation from the employ of the Company or any Subsidiary upon the occurrence of any of the following events:

(i) a material diminution in Participant’s base compensation;

(ii) a material diminution in Participant’s authority, duties or responsibilities;

(iii) a change in the geographic location at which Participant must perform his or her duties that is more than thirty-five (35) miles from the location of Participant’s principal workplace on the date of this Agreement; or

(iv) in the event a Participant is a party to an employment, change in control, severance or similar agreement that provides a definition for “Good Reason” or a substantially similar term, then the occurrence of any event set forth in such definition.

(t) “Immediate Family Member” means with respect to any Participant: (i) any of the Participant’s children, stepchildren, grandchildren, parents, stepparents, grandparents, spouses, former spouses, siblings, nieces, nephews, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law or sisters-in-law, including relationships created by adoption; (ii) any natural person sharing the Participant’s household (other than as a tenant or employee, directly or indirectly, of the Participant); (iii) a trust in which any combination of the Participant and persons described in section (i) and (ii) above own more than fifty percent (50%) of the beneficial interests; (iv) a foundation in which any combination of the Participant and persons described in sections (i) and (ii) above control management of the assets; or (v) any other corporation, partnership, limited liability company or other entity in which any combination of the Participant and persons described in sections (i) and (ii) above control more than fifty percent (50%) of the voting interests.

(u) “Involuntary Termination” means the Termination of Service of a Participant by the Company or Subsidiary (other than termination for Cause) or termination of employment by an Employee Participant for Good Reason.

(v) “ISO” has the meaning ascribed to it in Section 2.1(a).

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(w) “Non-Qualified Option” means the right to purchase shares of Stock that is either: (i) granted to a Participant who is not an Employee; or (ii) granted to an Employee and either is not designated by the Committee to be an ISO or does not satisfy the requirements of Section 422 of the Code.

(x) “Participant” means any individual who has received, and currently holds, an outstanding Award under the Plan.

(y) [Reserved].

(z) “Restricted Stock” or “Restricted Stock Award” has the meaning ascribed to it in Sections 2.1(b) and 2.3.

(aa) [Reserved].

(bb) “Restriction Period” has the meaning set forth in Section 2.4(b)(iii).

(cc) “Retirement” means, unless otherwise specified in an Award Agreement, retirement from employment or service on or after the attainment of age 65 (or age 70 as a Director). An Employee who is also a Director shall not be deemed to have terminated due to Retirement for purposes of vesting of Awards and exercise of Stock Options until both Service as an Employee and Service as a Director has ceased. A non-employee Director will be deemed to have terminated due to Retirement under the provisions of this Plan only if the non-employee Director has terminated Service on the Board(s) of Directors and any Subsidiary or affiliate in accordance with applicable Company policy, following the provision of written notice to such Board(s) of Directors of the non-employee Director’s intention to retire. A non-employee Director who continues in Service as a Director Emeritus or advisory director shall be deemed to be in Service of the Employer for purposes of vesting of Awards and exercise of Stock Options.

(dd) “SEC” means the United States Securities and Exchange Commission.

(ee) “Securities Act” means the Securities Act of 1933, as amended from time to time.

(ff) “Service” means service as an Employee or non-employee Director of the Company or a Subsidiary, as the case may be, and shall include service as a Director Emeritus or advisory director. Service shall not be deemed interrupted in the case of sick leave, military leave or any other absence approved by the Company or a Subsidiary, in the case of transferees between payroll locations or between the Company, a Subsidiary or a successor.

(gg) “Stock” means the common stock of the Company, $0.01 par value per share.

(hh) “Stock Option” has the meaning ascribed to it in Section 2.1(a) and 2.2.

(ii) “Subsidiary” means any corporation, affiliate, bank or other entity which would be a subsidiary corporation with respect to the Company as defined in Code Section 424(f) and, other than with respect to an ISO, shall also mean any partnership or joint venture in which the Company and/or other Subsidiary owns more than 50% of the capital or profits interests.

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(jj) “Termination of Service” means the first day occurring on or after a grant date on which the Participant ceases to be an Employee or Director (including a Director Emeritus or advisory director) of the Company or any Subsidiary, regardless of the reason for such cessation, subject to the following:

(i) The Participant’s cessation as an Employee shall not be deemed to occur by reason of the transfer of the Participant between the Company and a Subsidiary or between two Subsidiaries.

(ii) The Participant’s cessation as an Employee shall not be deemed to occur by reason of the Participant’s being on a bona fide leave of absence from the Company or a Subsidiary approved by the Company or Subsidiary otherwise receiving the Participant’s Services, provided such leave of absence does not exceed six months, or if longer, so long as the Employee retains a right to reemployment with the Company or Subsidiary under an applicable statute or by contract. For these purposes, a leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Employee will return to perform Services for the Company or Subsidiary. If the period of leave exceeds six months and the Employee does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first day immediately following such six month period. For purposes of this sub-section, to the extent applicable, an Employee’s leave of absence shall be interpreted by the Committee in a manner consistent with Treasury Regulation Section 1.409A-1(h)(1).

(iii) If, as a result of a sale or other transaction, the Subsidiary for whom Participant is employed (or to whom the Participant is providing Services) ceases to be a Subsidiary, and the Participant is not, following the transaction, an Employee of the Company or an entity that is then a Subsidiary, then the occurrence of such transaction shall be treated as the Participant’s Termination of Service caused by the Participant being discharged by the entity for whom the Participant is employed or to whom the Participant is providing Services.

(iv) Except to the extent Section 409A of the Code may be applicable to an Award, and subject to the foregoing paragraphs of this sub-section, the Committee shall have discretion to determine if a Termination of Service has occurred and the date on which it occurred. In the event that any Award under the Plan constitutes Deferred Compensation (as defined in Section 2.5 hereof), the term Termination of Service shall be interpreted by the Committee in a manner consistent with the definition of “Separation from Service” as defined under Code Section 409A and under Treasury Regulation Section 1.409A-1(h)(ii). For purposes of this Plan, a “Separation from Service” shall have occurred if the Bank and Participant reasonably anticipate that no further Services will be performed by the Participant after the date of the Termination of Service (whether as an employee or as an independent contractor) or the level of further Services performed will be less than 50% of the average level of bona fide Services in the 36 months immediately preceding the Termination of Service. If a Participant is a “Specified Employee,” as defined in Code Section 409A and any payment to be made hereunder shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Participant’s Separation from Service.

(v) With respect to a Participant who is a Director, cessation as a Director will not be deemed to have occurred if the Participant continues as a Director Emeritus or advisory director. With respect to a Participant who is both an Employee and a Director, termination of employment as an Employee shall not constitute a Termination of Service for purposes of the Plan so long as the Participant continues to provide Service as a Director, Director Emeritus or advisory director.

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(kk) “Voting Securities” means any securities which ordinarily possess the power to vote in the election of directors without the happening of any pre-condition or contingency.

Section 8.2 In this Plan, unless otherwise stated or the context otherwise requires, the following uses apply:

(a) actions permitted under this Plan may be taken at any time and from time to time in the actor’s reasonable discretion;

(b) references to a statute shall refer to the statute and any successor statute, and to all regulations promulgated under or implementing the statute or its successor, as in effect at the relevant time;

(c) in computing periods from a specified date to a later specified date, the words “from” and “commencing on” (and the like) mean “from and including,” and the words “to,” “until” and “ending on” (and the like) mean “to, but excluding”;

(d) references to a governmental or quasi-governmental agency, authority or instrumentality shall also refer to a regulatory body that succeeds to the functions of the agency, authority or instrumentality;

(e) indications of time of day mean Eastern Time;

(f) “including” means “including, but not limited to”;

(g) all references to sections, schedules and exhibits are to sections, schedules and exhibits in or to this Plan unless otherwise specified;

(h) all words used in this Plan will be construed to be of such gender or number as the circumstances and context require;

(i) the captions and headings of articles, sections, schedules and exhibits appearing in or attached to this Plan have been inserted solely for convenience of reference and shall not be considered a part of this Plan nor shall any of them affect the meaning or interpretation of this Plan or any of its provisions;

(j) any reference to a document or set of documents in this Plan, and the rights and obligations of the parties under any such documents, shall mean such document or documents as amended from time to time, and any and all modifications, extensions, renewals, substitutions or replacements thereof; and

(k) all accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles in the United States.

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EX-10.7

Exhibit 10.7

CULLMAN SAVINGS BANK

DIRECTOR SPLIT DOLLAR AGREEMENT

THIS DIRECTOR SPLIT DOLLAR AGREEMENT (this “Agreement”) is made as of this      day of             , 2008 by and between Cullman Savings Bank, a federally chartered thrift, supervised by the Office of Thrift Supervision (the “Bank”), located in Cullman, Alabama, and                     ] (the “Director”).

WHEREAS, to encourage the Director to remain a Director of the Bank, the Bank is willing to allocate a portion of the death proceeds of a life insurance policy on the Director’s life to the Director’s beneficiary(ies) if the Director dies while actively serving as a member of the Board of Director’s of the Bank. The Bank will pay life insurance premiums from its general assets.

NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Bank and the Director hereby agree as follows.

ARTICLE 1

DEFINITIONS

Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1 “Director’s Interest” means the benefit set forth in Section 2

1.2 “Insured” means the Director.

1.3 “Insurer” means each life insurance carrier in which there is a Split Dollar Policy Endorsement attached to this Split Dollar Agreement.

1.4 “Net Amount At Risk” as used in this agreement refers to the difference in the Death Benefit payable by the insurance carrier and the Cash Value of the policy(ies) owned by the Bank on the Director’s life.

1.5 “Policy” means the specific life insurance policy or policies issued by the Insurer(s).

1.6 “Split Dollar Policy Endorsement” means the form required by the Administrator or the Insurer to indicate the Director’s interest, if any, in a Policy on the Director’s life.

1.7 “Termination of Service” with the Bank means that the Director shall have ceased to be a member of the Board of Directors of the Bank for any reason whatsoever, excepting a leave of absence approved by the Bank. For purposes of this Agreement, if there is a dispute over the status of the Director or the date of termination of the Director’s service, the Bank shall have the sole and absolute right to decide the dispute.

ARTICLE 2

POLICY OWNERSHIP/INTERESTS

2.1 Bank Ownership. The Bank is the sole owner of the Policy and shall have the right to exercise all incidents of ownership. The Bank shall be the beneficiary of any death proceeds remaining after the Director’s Interest has been paid under Section 2.2 of this Split Dollar Agreement.

2.2 Director’s Interest. In the case of the Director’s death before Termination of Service, the Director shall have the right to designate the beneficiary(ies) of death proceeds in the amount of the lesser of:

(a) one hundred percent (100%) of the portion of the insurance proceeds on the life of the Director and designated as the NAR (detailed on Schedule A) by the insurance carrier or;

(b) the Participant’s benefit calculated under section 7.1 of the Cullman Savings Bank Directors’ Deferred Cash Compensation Plan. This amount is detailed on Schedule A.

Subject to the terms of this Split Dollar Agreement, including but not limited to the Bank’s right to terminate this Split Dollar Agreement under Section 8.8, the Bank hereby endorses the Director’s Interest to the Director and agrees to execute any other or further documents that may be required to effectuate this Split Dollar Agreement. The Director shall have the right to elect and change settlement options specified in the Policy that may be permitted. However, the Director, the Director’s transferee, and the Director’s beneficiary(ies) or estate shall have no rights or interests in the Policy for that portion of the death proceeds designated in this Section 2.2 if Termination of Service of the Director occurs before Director’s death.

2.3 Premium Payment. The Bank shall pay any premiums due on the Policy. It is anticipated that the Policy will be a single premium modified endowment contract

2.4 Imputed Income. The Bank shall impute income to the Director in an amount equal to (a) the current term rate for the Director’s age, multiplied by (b) the net death benefit payable to the Director’s beneficiary(ies). The current term rate is the minimum amount required to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent applicable authority.

2.5 Internal Revenue Code Section 1035 Exchanges. The Director recognizes and agrees that the Bank may after this Director Split Dollar Agreement is adopted wish to exchange the Policy of life insurance on the Director’s life for another contract of life insurance insuring the Director’s life. Provided that the Policy is replaced (or intended to be replaced) with a comparable policy of life insurance, the Director agrees to provide medical information and cooperate with medical insurance-related testing required by a prospective insurer for implementing the Policy or, if necessary, for modifying or updating to a comparable insurer.

2

ARTICLE 3

BENEFICIARIES

3.1 Beneficiary Designations. The Director shall designate a beneficiary by filing a written designation with the Bank. The Director’s beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Director, or if the Director names a spouse as beneficiary and the marriage is subsequently dissolved. If the Director dies without a valid beneficiary designation, all payments shall be made to the Director’s estate.

ARTICLE 4

GENERAL LIMITATIONS

4.1 Termination of Service. Notwithstanding any provision of this Agreement to the contrary, the Director’s Interest in the Policy shall terminate if the Director’s service as a member of the Board of Directors is terminated any reason by either party, including retirement, and the Bank’s obligations under this Agreement shall terminate as of the effective date of the termination of service.

4.2 Removal. Notwithstanding any provision of this Agreement to the contrary, if the Director is removed from the Board of Directors of the Bank or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order.

4.3 Insurer. The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Director Split Dollar Agreement.

3

ARTICLE 5

CLAIMS AND REVIEW PROCEDURES

5.1 Claims Procedure. If the Administrator denies part of or the entire claim, the claimant shall have the opportunity for a full and fair review by the Administrator of the denial, as follows:

5.1.1 Initiation: Written Claim. The claimant initiates a claim by submitting to the Administrator a written claim for the benefits.

5.1.2 Timing of Administrator Response. The Administrator shall respond to such claimant within 90 days after receiving the claim. If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision.

5.1.3 Notice of Decision. If the Administrator denies part or all of the claim, then the Administrator shall notify the claimant in writing of such denial. The Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a) the specific reasons for the denial,

(b) a reference to the specific provisions of this Agreement on which the denial is based,

(c) a description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed,

(d) an explanation of this Agreement’s review procedures and the time limits applicable to such procedures, and

(e) a statement of the claimant’s right, if any, to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

5.2 Review Procedure. If the Administrator denies part or all of the claim, then the claimant shall have the opportunity for a full and fair review by the Administrator of the denial, as follows:

5.2.1 Initiation of Written Request. To initiate the review, the claimant must file with the Administrator a written request for review within 60 days after receiving the Administrator’s notice of denial.

5.2.2 Additional Submissions for Information Access. The claimant shall then have the opportunity to submit written comments, documents, records, and other

4

information relating to the claim. The Administrator shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits.

5.2.3 Considerations on Review. In considering the review, the Administrator shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

5.2.4 Timing of Administrator Response. The Administrator shall respond in writing to such claimant within 60 days after receiving the request for review. If the Administrator determines that special circumstances require additional time for processing the claim, then the Administrator can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision.

5.2.5 Notice of Decision. The Administrator shall notify the claimant in writing of its decision on review. The Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a) the specific reasons for the denial,

(b) a reference to the specific provisions of this Agreement on which the denial is based,

(c) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits, and

(d) a statement of the claimant’s right, if any, to bring a civil action under ERISA Section 502(a).

ARTICLE 6

ADMINISTRATION

6.1 Administration. This Director Split Dollar Agreement shall be administered by an Administrator, which shall consist of the Bank’s board of directors or such committee as the board shall appoint. The Director may be a member of the Administrator. The Administrator shall also have the discretion and authority to:

(a) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Director Split Dollar Agreement and

(b) decide or resolve any and all questions, including interpretations of this Director Split Dollar Agreement, as may arise in connection with the Director Split Dollar Agreement.

5

6.2 Named Agents. In the administration of this Director Split Dollar Agreement, the Administrator may employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel, who may be counsel to the Bank.

6.3 Binding Effect of Decisions. The decision or action of the Administrator with respect to any question arising out of or in connection with the administration, interpretation, and application of this Director Split Dollar Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in this Director Split Dollar Agreement.

6.4 Indemnity of Administrator. The Bank shall indemnify and hold harmless the members of the Administrator against any and all claims, losses, damages, expenses, or liabilities arising from any action or failure to act with respect to this Director Split Dollar Agreement, except in the case of willful misconduct by the Administrator or any of its members.

6.5 Information. To enable the Administrator to perform its functions, the Bank shall supply full and timely information to the Administrator on all matters relating to the date and circumstances of the retirement, death, or Termination of Employment of the Director and such other pertinent information as the Administrator may reasonably require.

ARTICLE 7

MISCELLANEOUS

7.1 Amendment and Termination. This Director Split Dollar Agreement shall terminate automatically if Termination as a Director occurs before the Director’s death. This Director Split Dollar Agreement shall also terminate upon the occurrence of any one of the following:

(a) surrender, lapse, or other termination of the Policy by the Bank, which the Bank reserves the absolute right to do, or

(b) cessation of the Bank’s business, which is not continued by the Bank’s successor, if any, or

(c) written notice of termination by either of the Bank or the Director, or

(d) bankruptcy, receivership, or dissolution of the Bank, or

(e) distribution of the death benefit proceeds in accordance with Section 2.2 above, or

(f) if the Director commits suicide within three years after the issuance of the Policy on the Director’s life.

6

If this Director Split Dollar Agreement is terminated, the Bank may in its sole discretion retain or terminate the Policy.

7.2 Binding Effect. This Agreement shall bind the Director and the Bank and their beneficiaries, survivors, executors, administrators, and transferees.

7.3 Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached, or encumbered in any manner.

7.4 Tax Withholding. The Bank shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

7.5 Applicable Law. Except to the extent preempted by the laws of the United States of America, the validity, interpretation, construction, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, without giving effect to the principles of conflict of laws of such state.

7.6 Entire Agreement. This Agreement constitutes the entire agreement between the Bank and the Director concerning the subject matter hereof. No rights are granted to the Director’s beneficiary(ies) under this Agreement other than those specifically set forth herein.

7.7 Severability. If for any reason any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not held invalid, and to the full extent consistent with law each such other provision shall continue in full force and effect. If any provision of this Agreement is held invalid in part, such invalidity shall not affect the remainder of such provision, and to the full extent consistent with law the remainder of such provision shall, together with all other provisions of this Agreement, continue in full force and effect.

7.8 Headings. The captions and section headings in this Agreement are included solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement.

7.9 Notices. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid, to the following addresses or to such other address as either party may designate by like notice.

(a) If to the Bank,

to: The Board of Directors

Cullman Savings Bank

316 Second Avenue S.W.

Cullman, AL 35055

7

(b) If to the Director, to:

[NAME]

[ADDRESS]

[CITY], [ST]

and to such other or additional person or persons as either party shall have designated to the other party in writing by like notice.

7.10 Successors. By an assumption agreement in form and substance satisfactory to the Director, the Bank shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Bank to expressly assume and agree to perform this Director Split Dollar Agreement in the same manner and to the same extent that the Bank would be required to perform this Director Split Dollar Agreement if no succession had occurred.

8

IN WITNESS WHEREOF, the Director and a duly authorized Bank officer have executed this Agreement as of the day and year first written above.

DIRECTOR		BANK Cullman Savings Bank
	By:
	Title:

[NAME]

AGREEMENT TO COOPERATE WITH INSURANCE UNDERWRITING INCIDENT

TO INTERNAL REVENUE CODE SECTION 1035 EXCHANGE

I acknowledge that I have read the Director Split Dollar Agreement and agree to be bound by its terms, particularly the covenant on my part set forth in section 2.5 of the Director Split Dollar Agreement to provide medical information and cooperate with medical insurance-related testing required by an insurer to issue a comparable insurance policy to cover the benefit provided under this Director Split Dollar Agreement.

Witness Director

9

SCHEDULE “A”

To be completed for each Director

CULLMAN SAVINGS BANK

DEATH BENEFIT PLAN

DESIGNATION OF BENEFICIARY

Director:                                                          

Social Security Number:             -            -            

Definitions:

Primary Beneficiary means the person(s) who will receive the Benefits in the event of the Director’s death. Proceeds will be divided in equal shares if multiple primary beneficiaries are named, unless otherwise indicated. If percentages are listed, the total must equal 100%.

Contingent Beneficiary means the person(s) who will receive the Benefits if the primary beneficiary is not living at the time of the Director’s death.

Trust as Beneficiary Designation can be done by using the following written statement: “To [name of trustee], trustee of the [name of trust], under a trust agreement dated [date of trust].”

Primary Beneficiary	DOB	Social Security #	Address	% of Proceeds
Contingent Beneficiary	DOB	Social Security #	Address	% of Proceeds

The undersigned Director acknowledges that Cullman Savings Bank (“Bank”) is providing this Death Benefit subject to the terms and conditions of the Agreement entered into with Director; only to the extent that the Death Benefit is actually paid by the Insurer, and that Bank is also entitled to separate

	, 2008
Director’s Signature	Date
Acknowledged Receipt by the Bank:
	, 2008
Officer	Date

EX-21

Exhibit 21

Subsidiaries Of The Registrant

The following is a list of the subsidiaries of Cullman Bancorp, Inc., Inc. following the conversion:

Name	State of Incorporation
Cullman Savings Bank (100% owned)	Federal

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion in this Registration Statement on Form S-1 of Cullman Bancorp, Inc. of our report dated March 12, 2021 relating to the consolidated financial statements of Cullman Bancorp, Inc. and to the reference to us under the heading “Experts” in the prospectus and in the proxy statement-prospectus.

/s/ Crowe LLP

Crowe LLP

Atlanta, Georgia

March 12, 2021

EX-23.4

Exhibit 23.4

KELLER & COMPANY, INC.

FINANCIAL INSTITUTION CONSULTANTS

555 METRO PLACE NORTH

SUITE 524

DUBLIN, OHIO 43017

(614) 766-1426        (614) 766-1459 FAX

March 12, 2021

The Boards of Directors

Cullman Bancorp, Inc.

Cullman Savings Bank

216 Second Avenue S.W.

Cullman, Alabama 35055

Members of the Boards:

We hereby consent to the use of our firm’s name in (i) the Registration Statement on Form S-1 to be filed by Cullman Bancorp, Inc., with the Securities and Exchange Commission, and (ii) the Application for Conversion on Form FR MM-AC to be filed with the Board of Governors of the Federal Reserve System, in each case as amended and supplemented. We also hereby consent to the inclusion of, summary of and references to our appraisal report and any report updates and our statements concerning subscription rights and liquidation accounts in such filings, including the prospectus of Cullman Bancorp, Inc.

Sincerely,

KELLER & COMPANY, INC.

/s/ Michael R. Keller

Michael R. Keller

President

MRK:jmm

EX-99.1

Exhibit 99.1

KELLER & COMPANY, INC.

FINANCIAL INSTITUTION CONSULTANTS

555 METRO PLACE NORTH

SUITE 524

DUBLIN, OHIO 43017

(614) 766-1426            (614) 766-1459 FAX

December 15, 2020

The Board of Directors

Cullman Savings Bank

216 Second Avenue S.W.

Cullman, Alabama 35055

Re: Second Stage Conversion Appraisal Agreement

Attn: John A. Riley, III

Keller & Company, Inc. (hereinafter referred to as KELLER) hereby proposes to prepare an independent conversion appraisal of the successor to Cullman Bancorp, Inc. (hereinafter referred to as (“Cullman Bancorp”), the mid-tier stock holding company of Cullman Savings Bank (“Cullman”), relating to the second stage conversion (the “Conversion”) of Cullman Bancorp. KELLER will provide a pro forma valuation of the market value of the shares of Cullman Bancorp to be sold in connection with a second stage conversion and the corresponding exchange ratio and prepare the pro forma valuation tables in the prospectus.

KELLER is a financial consulting firm that primarily serves the financial institutions industry. KELLER is experienced in evaluating and appraising thrift institutions and thrift institution holding companies. KELLER is an approved conversion appraiser for filings with the Federal Reserve Board (the “Fed”), the Office of the Comptroller of the Currency (“OCC”) and the Federal Deposit Insurance Corporation (“FDIC”), and is also approved by the Internal Revenue Service as an expert in bank and thrift stock valuations. Keller has completed conversion appraisals related to standard conversions, mutual holding company stock offerings, second stage mutual holding company conversions and conversions involving foundations, and acquisitions.

KELLER agrees to prepare the conversion appraisal in the format required by the Fed in a timely manner for prompt filing with the Fed and the Securities and Exchange Commission. KELLER will provide any additional information as requested and will complete appraisal updates in accordance with regulatory requirements and based on market conditions.

The appraisal report will provide a detailed description of Cullman Bancorp and Cullman, including their financial condition, operating performance, asset quality, rate sensitivity position, liquidity level and management qualifications. The appraisal will include a description of Cullman Bancorp’s market area, including both economic and demographic characteristics and trends. An analysis of other publicly traded thrift institutions will be performed to determine a comparable group, and adjustments to the appraised value will be made based on a comparison of Cullman Bancorp with the comparable group and recognizing the risk related to an initial public offering.

In making its appraisal, KELLER will rely upon the information in the Subscription and Community Offering Prospectus, including the audited and unaudited financial statements. Among other factors, KELLER will also consider the following: the present and projected operating results and financial condition of Cullman Bancorp; the economic and demographic conditions in Cullman Bancorp’s existing market area; pertinent historical financial and other information relating to Cullman Bancorp; a comparative evaluation of the operating and financial statistics of Cullman Bancorp with those of other thrift institutions; the proposed price per share; the aggregate size of the offering of common stock; the impact of the stock offering on Cullman Bancorp’s capital position and earnings potential; Cullman Bancorp’s proposed dividend; and the trading market for securities of comparable institutions and general conditions in the market for such securities. In preparing the appraisal, KELLER will rely solely upon, and assume the accuracy and completeness of, financial and statistical information provided by Cullman Bancorp, and will not independently value the assets or liabilities of Cullman Bancorp in order to prepare the appraisal.

Upon completion of the conversion appraisal, KELLER will make a presentation to the board of directors of Cullman Bancorp to review the content of the appraisal, the format and the assumptions. A written presentation will be provided to each board member as a part of the overall presentation.

For its services in making this appraisal, KELLER’s fee will be $40,000, plus out-of-pocket expenses not to exceed $500. The appraisal fee will include the preparation of one valuation update. Any additional valuation updates will be subject to an additional fee of $3,000 each. Upon the acceptance of this proposal, KELLER shall be paid a retainer of $5,000 to be applied to the total appraisal fee of $40,000, the balance of which will be payable at the time of the completion of the appraisal.

Cullman Bancorp agrees, by the acceptance of this proposal, to indemnify KELLER and its employees and affiliates for certain costs and expenses, including reasonable legal fees of one counsel, in connection with claims or litigation relating to the appraisal and arising out of any misstatement or untrue statement of a material fact in information supplied to KELLER by Cullman Bancorp or by an intentional omission by Cullman Bancorp to state a material fact in the information so provided, except where KELLER or its employees and affiliates have been negligent or at fault.

KELLER agrees to indemnify Cullman Bancorp and its employees and affiliates for certain cost and expenses, including reasonable legal fees of one counsel, in connection with claims or litigation relating to or based upon the negligence or willful misconduct of KELLER or its employees or affiliates.

No indemnification payment made pursuant to this agreement shall exceed the amount permissible under applicable federal law, including, without limitation, Section 18(k) of the Federal Deposit Insurance Act and the regulations promulgated thereunder.

This proposal will be considered accepted upon the execution of this agreement and the return of one executed copy to KELLER, accompanied by the specified retainer.

KELLER & COMPANY, INC.

By:	/s/ Michael R. Keller
	Michael R. Keller
	President

For Cullman Bancorp, Inc.

By:	John A. Riley, III
	Mr. John A. Riley, III
	President & Chief Executive Officer
Date:	12-16-2020

EX-99.2

Exhibit 99.2

KELLER & COMPANY, INC.

FINANCIAL INSTITUTION CONSULTANTS

555 METRO PLACE NORTH

SUITE 524

DUBLIN, OHIO 43017

(614) 766-1426        (614) 766-1459 FAX

March 12, 2021

The Boards of Directors

Cullman Bancorp, Inc.

Cullman Savings Bank

216 Second Avenue S.W.

Cullman, Alabama 35055

Re: Subscription Rights – Cullman Bancorp, Inc.

To the Boards:

The purpose of this letter is to provide an opinion of the value of the subscription rights of the “to be issued” common stock of Cullman Bancorp, Inc. (the “Corporation”), regarding the stock offering of the Corporation.

Because the subscription rights to purchase shares of common stock in the Corporation, which are to be issued to the depositors of Cullman Savings Bank and will be acquired by such recipients without cost, will be nontransferable and of short duration and will afford the recipients the right only to purchase shares of common stock at the same price as will be paid by members of the general public in a direct community offering, we are of the opinion that:

(1) The subscription rights will have no ascertainable fair market value, and;

(2) The price at which the subscription rights are exercisable will not be more or less than the fair market value of the shares on the date of the exercise.

Further, it is our opinion that the subscription rights will have no economic value on the date of distribution or at the time of exercise, whether or not a community offering takes place.

Sincerely,

KELLER & COMPANY, INC.

/s/ Michael R. Keller

Michael R. Keller

President

MRK:jmm

EX-99.3

Exhibit 99.3

CONVERSION VALUATION APPRAISAL REPORT

Prepared for:

Cullman Bancorp, Inc.

Cullman, Alabama

As Of:

February 12, 2021

Prepared By:

Keller & Company, Inc.

555 Metro Place North

Suite 524

Dublin, Ohio 43017

(614) 766-1426

KELLER & COMPANY

KELLER & COMPANY, INC.

FINANCIAL INSTITUTION CONSULTANTS

555 METRO PLACE NORTH

SUITE 524

DUBLIN, OHIO 43017

(614) 766-1426                (614) 766-1459 FAX

March 5, 2021

The Boards of Directors

Cullman Savings Bank

Cullman Bancorp, Inc.

216 Second Avenue S.W.

Cullman, Alabama 35055

To the Boards:

We hereby submit an independent appraisal (“Appraisal”) of the pro forma market value of the common stock to be issued by the new Cullman Bancorp, Inc. (the “Corporation”) in connection with the second stage stock conversion of Cullman Savings Bank, MHC (the “MHC”) from the mutual to the stock form of ownership. The MHC currently owns 57.3 percent of the stock of Cullman Savings Bank (the “Bank”), which was impacted as a result of the inclusion of the assets held by the MHC of $2,634,151. The Corporation’s public shareholders own 40.7 percent of the stock and Cullman Savings Bank Foundation owns 2.1 percent of the current stock. The exchange ratios established by the Corporation as applied to the value established herein are 1.8094 shares, 2.1288 shares, 2.4481 shares, and 2.8153 shares for each share of the Corporation’s common stock at the minimum, midpoint, maximum and super maximum, respectively, of the valuation range. This appraisal was prepared and provided to the Corporation in accordance with regulatory appraisal requirements.

Keller & Company, Inc. is an independent, financial institution consulting firm that serves both thrift institutions and banks. The firm is a full-service consulting organization, as described in more detail in Exhibit A, specializing in business and strategic plans, stock valuations, conversion and reorganization appraisals, market studies and fairness opinions for thrift institutions and banks. The firm has affirmed its independence in this transaction with the preparation of its Affidavit of Independence, a copy of which is included as Exhibit C.

Our appraisal is based on the assumption that the data and material provided to us by the Corporation, Cullman Savings Bank and the independent auditors, Crowe LLP, are both accurate and complete. We did not verify the financial statements provided to us, nor did we conduct independent valuations of the Bank’s assets and liabilities. We have also used information from other public sources, but we cannot assure the accuracy of such material.

Boards of Directors

Cullman Savings Bank

Cullman Bancorp, Inc.

March 5, 2021

Page 2

In the preparation of this appraisal, we held discussions with the management of the Corporation and the Bank, with the law firm of Luse Gorman, PC, the Bank’s conversion counsel, and with Crowe, LLP. Further, we analyzed and viewed the Corporation’s local economy and primary market area. This valuation must not be considered to be a recommendation as to the purchase of stock in the Corporation, and we can provide no guarantee or assurance that any person who purchases shares of the Corporation’s stock will be able to later sell such shares at a price equivalent to the price designated in this appraisal.

Our valuation will be updated as required and will give consideration to any new developments in the Corporation’s operation that have an impact on operations or financial condition. Further, we will give consideration to any changes in general market conditions and to specific changes in the market for publicly traded thrift institutions. Based on the material impact of any such changes on the pro forma market value of the Corporation as determined by this firm, we will make necessary adjustments to the Corporation’s appraised value in such appraisal update.

It is our opinion that as of February 12, 2021, the pro forma market value or appraised value of Cullman Bancorp, Inc. was $56,000,000 at the midpoint of the valuation range, with a public offering of $32,598,720 or 3,259,872 shares at $10 per share for a 58.2 percent of the total value of $56,000,000 or 5,600,000 shares at $10 per share, with $22,281,280 or 2,228,128 representing exchange shares and 112,000 representing new foundation shares.

The pro forma valuation range of the Corporation is from a minimum of $47,600,000 to a super maximum of $74,060,000, representing public offering ranges of $27,708,910 at the minimum to a super maximum of $43,111,810, representing 2,770,891 shares, and 4,311,181 shares at $10 per share at the minimum and the super maximum, respectively. The pro forma appraised value of the Corporation as of February 12, 2021, is $56,000,000 at the midpoint with a midpoint public offering of $32,598,720.

Very truly yours,

KELLER & COMPANY, INC.

CONVERSION VALUATION APPRAISAL REPORT

Prepared for:

Cullman Bancorp, Inc.

Cullman, Alabama

As Of:

February 12, 2021

TABLE OF CONTENTS

		PAGE
INTRODUCTION			1
I.	Description of Cullman Savings Bank
	General		4
	Performance Overview		8
	Income and Expense		10
	Yields and Costs		15
	Interest Rate Sensitivity		16
	Lending Activities		18
	Nonperforming Assets		21
	Investments		24
	Deposit Activities		25
	Borrowings		25
	Subsidiaries		26
	Office Properties		26
	Management		26
II.	Description of Primary Market Area		27
III.	Comparable Group Selection
	Introduction		32
	General Parameters
	Merger/Acquisition		33
	Trading Exchange		34
	IPO Date		34
	Geographic Location		35
	Asset Size		35
	Balance Sheet Parameters
	Introduction		36
	Cash and Investments to Assets		37
	Mortgage-Backed Securities to Assets		37
	One- to Four-Family Loans to Assets		37
	Total Net Loans to Assets		38
	Total Net Loans and Mortgage-Backed Securities to Assets		38
	Borrowed Funds to Assets		39
	Equity to Assets		39
	Performance Parameters
	Introduction		41

TABLE OF CONTENTS (cont.)

		PAGE
III.	Comparable Group Selection (cont.)
	Performance Parameters (cont.)
	Return on Average Assets		41
	Return on Average Equity		42
	Net Interest Margin		42
	Operating Expenses to Assets		43
	Noninterest Income to Assets		43
	Asset Quality Parameters
	Introduction		43
	Nonperforming Assets to Total Assets		44
	Repossessed Assets to Assets		44
	Loan Loss Reserve to Assets		45
	The Comparable Group		45
IV.	Analysis of Financial Performance		46
V.	Market Value Adjustments
	Earnings Performance		49
	Market Area		54
	Financial Condition		55
	Asset, Loan and Deposit Growth		58
	Dividend Payments		59
	Subscription Interest		60
	Liquidity of Stock		61
	Management		62
	Marketing of the Issue		63
VI.	Valuation Methods
	Introduction		64
	Valuation Methods		64
	Valuation Range		65
	Price to Book Value Method		65
	Price to Core Earnings Method		66
	Price to Assets Method		67
	Valuation Conclusion		68

LIST OF EXHIBITS

NUMERICAL		PAGE
EXHIBITS
1	Balance Sheets - At December 31, 2020		70
2	Balance Sheets - At December 31, 2016 through 2019		71
3	Statement of Income for the Year Ended December 31, 2020		72
4	Statements of Income for the Years Ended December 31, 2016 through 2019		73
5	Selected Financial Information		74
6	Income and Expense Trends		75
7	Normalized Earnings Trend		76
8	Performance Indicators		77
9	Volume/Rate Analysis		78
10	Yield and Cost Trends		79
11	Net Portfolio Value		80
12	Loan Portfolio Composition		81
13	Loan Maturity Schedule		82
14	Delinquent Loans		83
15	Nonperforming Assets		84
16	Classified Assets		85
17	Allowance for Loan Losses		86
18	Investment Portfolio Composition		87
19	Mix of Deposits		88
20	Certificates of Deposit by Maturity		89
21	Management of the Bank		90
22	Key Demographic Data and Trends		91
23	Key Housing Data		92
24	Major Sources of Employment		93
25	Unemployment Rates		94
26	Market Share of Deposits		95
27	National Interest Rates by Quarter		96

LIST OF EXHIBITS (cont.)

NUMERICAL		PAGE
EXHIBITS
28	Thrift Share Data and Pricing Ratios		97
29	Key Financial Data and Ratios		102
30	Recently Converted Thrift Institutions		107
31	Acquisitions and Pending Acquisitions		108
32	Comparable Group Selection - Balance Sheets Parameters		109
33	Comparable Group Selection - Operating Performance and Asset Quality Parameters		112
34	Final Comparable Group - Balance Sheet Ratios		115
35	Final Comparable Group - Operating Performance and Asset Quality Ratios		116
36	Comparable Group Characteristics and Balance Sheet Totals		117
37	Balance Sheet - Asset Composition Most Recent Quarter		118
38	Balance Sheet - Liability and Equity Most Recent Quarter		119
39	Income and Expense Comparison - Trailing Four Quarters		120
40	Income and Expense Comparison as a Percent of Average Assets		121
41	Yields, Costs and Earnings Ratios - Trailing Four Quarters		122
42	Reserves and Supplemental Data		123
43	Comparable Group Market, Pricing and Financial Ratios		124
44	Valuation Summary		125
45	Valuation Analysis and Conclusions		126
46	Pro Forma Effects of Conversion Proceeds - Minimum		127
47	Pro Forma Effects of Conversion Proceeds - Midpoint		128
48	Pro Forma Effects of Conversion Proceeds - Maximum		129
49	Pro Forma Effects of Conversion Proceeds - Maximum, as adjusted		130
50	Summary of Valuation Premium or Discount		131

ALPHABETICAL EXHIBITS		PAGE
A	Background and Qualifications		132
B	RB 20 Certification		136
C	Affidavit of Independence		137

INTRODUCTION

Keller & Company, Inc. is an independent appraisal firm for financial institutions and has prepared this Conversion Valuation Appraisal Report (“Report”) to provide the pro forma market value of the to-be-issued common stock of the new Cullman Bancorp, Inc. (the “Corporation”), a newly formed Maryland corporation and the new holding company of Cullman Savings Bank (“Cullman” or the “Bank”), Cullman, Alabama, in connection with the conversion of Cullman Savings Bank, MHC. The shares of common stock to be issued represent the majority interest in Cullman Savings Bank, MHC, which was formed in 2009. Cullman is a subsidiary of the Corporation. Under the Plan of Conversion, Cullman Savings Bank, MHC will cease to exist, with Cullman becoming a wholly owned subsidiary of the Corporation. The existing shares of stock in Old Cullman Bancorp, Inc. (“Old Cullman”), now named Cullman Bancorp, Inc., will be exchanged for shares of stock in the Corporation based on their current appraised value as determined in this Report.

The Application is being filed with the Office of the Comptroller of the Currency (“OCC”), the Federal Reserve Board (“FRB”) and the Securities and Exchange Commission (“SEC”). In accordance with the conversion, there will be an issuance of 59.4 percent of the Corporation’s stock, representing the ownership of Cullman Savings Bank, MHC, in the Corporation, after determining the dilution impact of the balance of assets held by Cullman Savings Bank, MHC of $2,634,000 and including the 2.0 percent of stock to be contributed to the Cullman Foundation, resulting in a 57.4 percent public offering based on the midpoint valuation and 2.0 percent of the shares to be contributed to the foundation. Excluding the impact of the dilution of the mutual holding company assets, the Cullman Savings Bank, MHC, had an ownership interest of 57.3 percent with public stockholders owning 40.7 percent and the foundation owning 2.0 percent.

Such Application for Conversion has been reviewed by us, including the Prospectus and related documents, and discussed with the Bank’s management and the Bank’s conversion counsel, Luse Gorman, PC, Washington, D.C.

1

Introduction (cont.)

This conversion appraisal was prepared based on regulatory guidelines entitled “Guidelines for Appraisal Reports for the Valuation of Savings Institutions Converting from the Mutual to Stock Form of Organization,” and the Revised Guidelines for Appraisal Reports and represents a full appraisal report. The Report provides detailed exhibits based on the Revised Guidelines and a discussion on each of the factors that need to be considered. Our valuation will be updated in accordance with the Revised Guidelines and will consider any changes in market conditions for thrift institutions.

The pro forma market value is defined as the price at which the stock of the Corporation after conversion would change hands between a typical willing buyer and a typical willing seller when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, and with both parties having reasonable knowledge of relevant facts in an arm’s-length transaction. The appraisal assumes the Bank is a going concern and that the shares issued by the Corporation in the conversion are sold in noncontrol blocks.

As part of our appraisal procedure, we have reviewed the financial statements for the five fiscal years ended December 31, 2016, 2017, 2018, 2019 and 2020, and discussed them with Cullman’s management and with Cullman’s independent auditors, Crowe, LLP. We have also discussed and reviewed with management other financial matters and have reviewed internal projections. We have reviewed the Corporation’s preliminary Form S-1 and the related filings and discussed them with management and with the Bank’s conversion counsel.

To gain insight into the Bank’s local market condition, we have become familiar with Cullman’s market area and have traveled the market. The Bank has four offices, including its main office and three branches.

We have studied the economic and demographic characteristics of the primary retail market area, and analyzed the Bank’s primary retail market area relative to Alabama and the

2

Introduction (cont.)

United States. We have also examined the competitive market within which Cullman operates, giving consideration to the area’s numerous financial institution offices, mortgage banking offices, and credit union offices and other key market area characteristics, both positive and negative.

We have given consideration to the market conditions for securities in general and for publicly traded thrift stocks in particular. We have examined the performance of selected publicly traded thrift institutions and compared the performance of Cullman to those selected institutions.

Our valuation is not intended to represent and must not be interpreted to be a recommendation of any kind as to the desirability of purchasing the to-be-outstanding shares of common stock of the Corporation. Giving consideration to the fact that this appraisal is based on numerous factors that can change over time, we can provide no assurance that any person who purchases the stock of the Corporation in this mutual-to-stock conversion will subsequently be able to sell such shares at prices similar to the pro forma market value of the Corporation as determined in this conversion appraisal.

3

I. DESCRIPTION OF CULLMAN SAVINGS BANK

GENERAL

Cullman Savings Bank (“Cullman”) was organized in 1887 as a state-chartered mutual savings and loan association. The Bank changed its name to Cullman Savings Bank in 1994. In 2009, the Bank formed its mutual holding company, Cullman Savings Bank, MHC, and completed a minority stock offering as well as formed its holding company, Cullman Bancorp, Inc. In 2021, a new holding company was organized, Cullman Bancorp, Inc., a Maryland corporation, and will become the holding company of Cullman Savings Bank. The Corporation plans to complete a stock offering and complete the issuance of 2.0 percent of the total shares to the new foundation, with this combination equal to all the shares owned by Cullman Savings Bank, MHC, and resulting in its elimination.

Cullman conducts its business from its main office in Cullman, Alabama, and its two branches in Cullman with one other branch located in Hanceville, Alabama. The Bank’s primary retail market is focused on Cullman County where all of its offices are located.

Cullman’s deposits are insured up to applicable limits by the Federal Deposit Insurance Corporation (“FDIC”) in the Bank Insurance Fund (“BIF”). The Bank is also subject to certain reserve requirements of the Board of Governors of the Federal Reserve Bank (the “FRB”). Cullman is a member of the Federal Home Loan Bank (the “FHLB”) of Atlanta and is regulated by the OCC. As of December 31, 2020, the Corporation had assets of $331,396,000 deposits of $216,963,000 and equity of $56,875,000.

Cullman has been principally engaged in the business of serving the financial needs of the public in its local communities and throughout its primary market area as a community-oriented institution. Cullman has been actively involved in the origination of one- to four-family mortgage loans. One- to four-family mortgage loan originations represented 49.0 percent of gross loans at December 31, 2020. At December 31, 2019, a slightly larger 50.7 percent of the Bank’s gross loans consisted of residential real estate loans on one- to four-family dwellings,

4

General (cont.)

with the primary sources of funds being retail deposits from residents in its local communities and to a lesser extent, FHLB advances. The Bank is also an originator of multi-family loans, commercial real estate loans, construction loans, commercial business loans and consumer loans. Consumer loans include home equity loans, automobile loans, and other secured and unsecured personal loans. The Bank also had a small level of Payroll Protection Program (“PPP”) loans.

The Bank had cash and investments of $74.8 million, or 22.6 percent of its assets, excluding FHLB stock which totaled $2,541,000 or 0.8 percent of assets at December 31, 2020. The Bank had $4.4 million of its investments in mortgage-backed and related securities representing 1.3 percent of assets. Deposits, principal payments, FHLB advances and equity have been the primary sources of funds for the Bank’s lending and investment activities.

The total amount of stock to be sold in the second stage offering will be $32,598,720 or 3,259,872 shares at $10 per share, based on the midpoint. The net conversion proceeds will be $31.1 million, net of conversion expenses of approximately $1,502,000. The actual cash proceeds to the Bank of $15.5 million will represent 50.0 percent of the net conversion proceeds. The ESOP will represent 8.0 percent of the new shares or 269,750 shares at $10 per share, representing $2,697,498 or 4.82 percent of the total value. The Bank’s net proceeds will be used to fund new loans, to eliminate subordinated debt, and to invest in securities following their initial deployment to short term investments. The Bank may also use the proceeds to expand services, expand operations or acquire other financial service organizations, diversify into other businesses, or for any other purposes authorized by law. The Corporation will use its proceeds to fund the ESOP and to invest in short-term deposits.

The Bank has experienced a moderate overall deposit increase over the past three fiscal years, with deposits increasing 14.2 percent from December 31, 2018, to December 31, 2020, or an average of 7.1 percent per year. From December 31, 2018, to December 31, 2019, deposits decreased by $1.1 million or 0.6 percent. For the year ended December 31, 2020, deposits increased a strong $28.1 million or 14.9 percent.

5

General (cont.)

The Bank has experienced an increase in its loan portfolio during two of the past three years with a decrease in the most recent fiscal year and has focused on monitoring its asset quality position, on controlling its net interest margin and operating expenses and on maintaining a reasonable equity to assets ratio. Equity to assets increased from 17.28 percent of assets at December 31, 2018, to 17.91 percent at December 31, 2019, and then decreased slightly to 17.16 percent at December 31, 2020, impacted by the Bank’s stronger increase in assets.

The primary lending strategy of Cullman has been to focus on the origination of one-to four-family mortgage loans, commercial real estate loans including farm loans, commercial loans, construction loans, home equity loans, and multi-family loans, with less activity in consumer loans.

The Bank’s share of one- to four-family mortgage loans has decreased from 50.7 percent of gross loans at December 31, 2019, to 49.0 percent at December 31, 2020. Commercial real estate loans increased from 29.5 percent of loans to 33.2 percent of loans, and commercial business loans decreased from 11.4 percent of loans to 8.7 percent of loans. Multi-family loans increased from 1.8 percent of loans to 2.1 percent from December 31, 2019, to December 31, 2020. All types of real estate loans, including home equity loans, as a group increased slightly from 87.5 percent of gross loans at December 31, 2019, to 88.1 percent at December 31, 2020. The increase in real estate loans was offset by the Bank’s decreases in consumer and commercial loans. The Bank’s share of consumer and other related loans decreased from 1.1 percent to 1.0 percent during the same time period, and commercial business loans decreased from 11.4 percent to 8.7 percent of gross loans. The Bank also had 2.2 percent of loans in PPP loans.

Management’s internal strategy has also included continued emphasis on maintaining an adequate and appropriate level of allowance for loan losses relative to loans and nonperforming assets in recognition of the more stringent requirements within the industry to establish and maintain a higher level of general valuation allowances and also in recognition of the Bank’s overall growth in loans. At December 31, 2018, Cullman had $2,218,000 in its loan loss

6

General (cont.)

allowance or 0.89 percent of gross loans, and 1,618.98 percent of nonperforming loans with the loan loss allowance increasing to $2,361,000 and representing a higher 1.01 percent of gross loans and a lower 92.05 percent of nonperforming loans at December 31, 2020.

The basis of earnings for the Bank has been interest income from loans and investments with the net interest margin being the key determinant of net earnings with an emphasis on strengthening noninterest income and reducing noninterest expenses. With a primary dependence on net interest margin for earnings, current management will focus on striving to maintain a reasonable net interest margin during this lower interest rate environment without undertaking excessive credit risk combined with controlling the Bank’s interest risk position and continuing to control noninterest expenses, monitoring nonperforming assets, and strengthening noninterest income.

7

PERFORMANCE OVERVIEW

The financial position of Cullman at fiscal year end December 31, 2016, through December 31, 2020, is shown in Exhibits 1 and 2, and the earnings performance of Cullman for the fiscal years ended December 31, 2016, through 2020, is shown in Exhibits 3 and 4. Exhibit 5 provides selected financial data at December 31, 2016 through December 31, 2020. Cullman has experienced an overall increase in its loan portfolio and asset base, along with an overall increase in cash and investments and deposits from December 31, 2016, through December 31, 2020. The most recent trend for the Bank from December 31, 2019, to December 31, 2020, was a strong increase in assets, a minimal increase in cash and investments, a moderate decrease in loans and a moderate increase in deposits.

With regard to the Bank’s more recent historical financial condition, Cullman has experienced a strong increase in assets from December 31, 2018, through December 31, 2020, with a modest decrease in loans, a strong increase in deposits and a moderate increase in the dollar level of equity.

The Bank witnessed an increase in assets of $38.0 million or 13.0 percent for the period of December 31, 2018, to December 31, 2020, representing an average annual increase of 6.5percent. Over the past two fiscal periods, the Bank experienced its largest dollar increase in assets of $33.3 million in 2020, due primarily to a $46.0 million increase in cash and investments, reduced by a $16.8 million decrease in loans. During the Bank’s prior fiscal year of 2018, assets increased $9.3 million or 3.3 percent, compared to an increase of $10.1 million or 3.5 percent in 2017.

Cullman’s net loan portfolio, which includes mortgage loans and nonmortgage loans, decreased from $243.1 million at December 31, 2018, to $232.0 million at December 31, 2020, and represented a total decrease of $11.1 million, or 4.6 percent. The average annual decrease during that period was 2.3 percent. For the year ended December 31, 2019, net loans increased $5.7 million or 2.4 percent to $248.8 million, compared to a decrease of $16.8 million or 6.8 percent to $232.0 million for the year ended December 31, 2020.

8

Performance Overview (cont.)

Cullman has obtained funds through deposits, FHLB advances and other borrowings with a moderate and steady use of FHLB advances which totaled $53.5 million at December 31, 2020, with no other borrowings. The Bank’s competitive rates for deposits in its local market in conjunction with its focus on service have been the sources for competing for retail deposits. Deposits decreased $1.1 million or 0.6 percent from December 31, 2018, to December 31, 2019, and then increased $28.1 million or 14.9 percent, to $217.0 million at December 31, 2020, from December 31, 2019.

The Bank witnessed a modest increase in its dollar equity level from December 31, 2017, to December 31, 2020. At December 31, 2017, the Bank had an equity level of $46.8 million, representing an 16.48 percent equity to assets ratio and increased to $50.7 million at December 31, 2018, representing a higher 17.28 percent equity to assets ratio. At December 31, 2019, equity was a higher $53.4 million and a higher 17.91 percent of assets, and then increased in dollars to $56.9 million but was a slightly lower 17.16 percent of assets at December 31, 2020, due to stronger growth in assets.

The overall increase in the equity to assets ratio from December 31, 2016, to December 31, 2020, was impacted by the Bank’s moderate overall increase in assets. The dollar level of equity increased $10.3 million or 22.1 percent from December 31, 2016, to December 31, 2020, representing an average annual increase of 5.5 percent.

9

INCOME AND EXPENSE

Exhibit 6 presents selected operating data for Cullman. This table provides key income and expense figures in dollars for the years ended December 31, 2016, 2017, 2018, 2019 and 2020.

Cullman witnessed a modest overall increase in its dollar level of interest income from 2016 to 2020. Interest income was $12.1 million in 2016 and a higher $14.3 million in 2019. Interest income then decreased $160,000 in the year ended December 31, 2020, to $14.2 million, compared to an increase of $659,000 in 2019.

The Bank’s interest expense also experienced a modest overall increase from 2016 to 2020. Interest expense increased from $2,194,000 in 2016 to $2,508,000 in 2018, representing an increase of $314,000 or 14.3 percent. Interest expense then increased by $610,000 or 24.3 percent in 2019 to $3,118,000 In the year ended December 31, 2020, interest expense was a lower $2,867,000. Such overall increase in interest income from 2016 through December 31, 2020, notwithstanding the smaller increase in interest expense, resulted in a modest dollar increase in annual net interest income but a decrease in net interest margin. Net interest income increased from $9,881,000 in the year ended December 31, 2016, to $11,165,000 in 2018, then increased slightly to $11,214,000 in 2019 and then increased slightly to $11,305,000 in the year ended December 31, 2020.

The Bank has made provisions for loan losses in four of the past five years of 2016 through 2020. The amounts of those provisions were determined in recognition of the Bank’s levels of loans, nonperforming assets, charge-offs and repossessed assets. The loan loss provisions were $294,000 in 2016, zero in 2017, $83,000 in 2018, $55,000 in 2019, and $152,000 in 2020. The impact of these loan loss provisions has been to provide Cullman with a general valuation allowance of $2,361,000 at December 31, 2020, or 1.01 percent of gross loans and 92.1 percent of nonperforming loans.

10

Income and Expense (cont.)

Total other income or noninterest income indicated a minimal decrease in dollars from 2016 to 2020. Noninterest income was $1,524,000 or 0.56 percent of assets in 2016 and a higher $1,624,000 in 2018 or a lesser 0.55 percent of assets. In the year ended December 31, 2019, noninterest income was a lower $1,456,000 and represented 0.49 percent of assets. In the year ended December 31, 2020, noninterest income was a lower $1,449,000 or 0.44 percent of assets. Noninterest income consists primarily of service charges, gains on the sale of loans, BOLI income and other income.

The Bank’s general and administrative expenses or noninterest expenses increased from $6.94 million for the year of 2016 to $7.84 million for the year ended December 31, 2018, representing an increase of 13.0 percent, then increased to $7.86 million for the year ended December 31, 2019, or a 0.2 percent increase, and then increased to $8.10 for the year ended December 31, 2020. On a percent of average assets basis, operating expenses increased from 2.68 percent of average assets for the year ended December 31, 2016, to 2.72 percent for the year ended December 31, 2018, then decreased to 2.66 percent for the year ended December 31, 2019, and then decreased to 2.57 percent for the year ended December 31, 2020.

The net earnings position of Cullman has indicated modest volatility from 2016 through 2020. The annual net income (loss) figures for the years of 2016, 2017, 2018, 2019 and 2020 were $2,735,000, $2,580,000, $3,839,000, $3,734,000 and $3,546,000, representing returns on average assets of 1.06 percent, 0.92 percent, 1.33 percent, 1.26 percent for fiscal years 2016, 2017, 2018 and 2019, respectively, and 1.13 percent for the year ended December 31, 2020.

Exhibit 7 provides the Bank’s normalized earnings or core earnings for the twelve months ended December 31, 2020. The Bank’s normalized earnings typically eliminate any nonrecurring income and expense items. There were no adjustments, resulting in the normalized income being equal to actual earnings for the year ended December 31, 2020, and equal to $3,546,000.

11

Income and Expense (cont.)

The key performance indicators comprised of selected performance ratios, asset quality ratios and capital ratios are shown in Exhibit 8 to reflect the results of performance. The Bank’s return on average assets changed from 1.06 percent in 2016, to 0.92 percent in 2017, to 1.33 percent in 2018, to 1.26 percent in 2019, and then to 1.13 percent in the year ended

December 31, 2020.

The Bank’s net interest rate spread increased from 4.05 percent in 2016 to 4.06 percent in 2018, then decreased to 3.74 percent in 2019, and then decreased to 3.54 percent in the year ended December 31, 2020. The Bank’s net interest margin indicated a similar trend, increasing from 4.15 percent in 2016 to 4.16 percent in 2018, then decreased to 3.98 percent in 2019, and decreased to 3.75 percent in the year ended December 31, 2020. Cullman’s net interest rate spread increased 16 basis points from 2016 to 2018, then decreased 4 basis points in 2019 and then decreased 40 basis points in 2020. The Bank’s net interest margin indicated a similar overall trend, increasing 1 basis point from 2016 to 2018, then decreasing 10 basis points from 2018 to 2019 and then decreasing 22 basis points in 2020.

The Bank’s return on average equity increased from 2016 to 2019, and then decreased in 2020. The return on average equity increased from 6.03 percent in 2016, to 7.87 percent in 2018, then decreased to 7.17 percent in 2019, and then decreased to 6.43 percent in 2020.

Cullman’s ratio of average interest-earning assets to interest-bearing liabilities decreased slightly from 111.0 percent at December 31, 2016, to 110.0 percent at December 31, 2018, then increased to 112.0 percent at December 31, 2019, and then increased to 118.0 percent at December 31, 2020. The Bank’s overall increase in its ratio of interest-earning assets to interest-bearing liabilities is primarily the result of the Bank’s modest rise in investments, including interest-bearing deposits.

The Bank’s ratio of noninterest expenses to average assets increased from 2.68 percent in 2016 to 2.72 percent in 2018, then decreased to 2.66 percent in 2019, and then decreased to

12

Income and Expense (cont.)

2.57 percent in 2020. Another key noninterest expense ratio reflecting efficiency of operation is the ratio of noninterest expenses to noninterest income plus net interest income referred to as the “efficiency ratio.” The industry norm is 55.2 percent for all thrifts and 68.7 percent for thrifts with assets of $100.0 million to $1.0 billion, with the lower the ratio indicating higher efficiency. The Bank has been characterized with a modestly higher level of efficiency historically reflected in its lower efficiency ratio, which decreased from 62.45 percent in 2016 to 61.62 percent in 2018, then increased to 62.33 percent in 2019, and then increased to 64.27 percent in the year ended December 31, 2020.

Earnings performance can be affected by an institution’s asset quality position. The ratio of nonperforming loans to total loans is a key indicator of asset quality. Cullman witnessed a decrease in its nonperforming loans ratio from December 31, 2016, to December 31, 2019, but a rise in 2020, and the ratio is modestly above the industry norm. Nonperforming loans, by definition, consist of loans delinquent 90 days or more, troubled debt restructurings that have not been performing for at least three months, and nonaccruing loans. Cullman’s nonperforming loans consisted of nonaccrual loans with no loans accruing but past due, and no nonaccruing troubled debt restructured loans. The ratio of nonperforming loans to total loans was 1.09 percent at December 31, 2020, rising from 0.05 percent at December 31, 2019, and decreasing from 1.23 percent at December 31, 2016.

Two other indicators of asset quality are the Bank’s ratios of allowance for loan losses to total loans and also to nonperforming loans. The Bank’s allowance for loan losses was 0.94 percent of loans at December 31, 2016, decreased to 0.88 percent at December 31, 2018, then increased to 0.89 percent of loans at December 31, 2019, and then increased to 1.01 percent at December 31, 2020. As a percentage of nonperforming loans, Cullman’s allowance for loan losses to nonperforming loans was 76.70 percent at December 31, 2016, a higher 448.76 percent at December 31, 2018, a higher 1,618.98 percent at December 31, 2019, and then a lower 92.05 percent at December 31, 2020.

13

Income and Expense (cont.)

Exhibit 9 provides the changes in net interest income due to rate and volume changes for the fiscal year ended December 31, 2020. For the year ended December 31, 2020, net interest income increased $90,000, due to a decrease in interest expense of $251,000, reduced by a $161,000 decrease in interest income. The decrease in interest income was due to a decrease due to rate of $147,000, accented by a decrease due to volume of $14,000. The decrease in interest expense was due to a $319,000 decrease due to rate, reduced by a $118,000 increase due to volume.

14

YIELDS AND COSTS

The overview of yield and cost trends for the years ended December 31, 2019 and 2020, can be seen in Exhibit 10, which offers a summary of key yields on interest-earning assets and costs of interest-bearing liabilities.

Cullman’s weighted average yield on its loan portfolio, including any PPP loans, increased 13 basis points from fiscal year 2019 to 2020, from 5.41 percent to 5.54 percent. The yield on investment securities decreased from 2.73 percent to 2.59 percent from 2019 to 2020 or 14 basis points. The yield on fed funds decreased from 1.98 percent to 0.14 percent from 2019 to 2020, or 184 basis points. The combined weighted average yield on all interest-earning assets decreased 38 basis points to 4.70 percent from fiscal year 2019 to 2020.

Cullman’s weighted average cost of interest-bearing liabilities decreased 19 basis points to 1.16 percent from fiscal year 2019 to 2020, which was less than the Bank’s 38 basis point decrease in yield, resulting in a decrease in the Bank’s net interest rate spread of 19 basis points from 3.73 percent to 3.54 percent from 2019 to 2020. The Bank’s net interest margin decreased from 3.98 percent in 2019 to 3.75 percent in fiscal year 2020, representing a decrease of 23 basis points.

15

INTEREST RATE SENSITIVITY

Cullman has monitored its interest rate sensitivity position and focused on maintaining a reasonable level of interest rate risk exposure by recognizing its higher shares of fixed-rate residential mortgage loans, commercial real estate loans and commercial loans. Cullman recognizes the thrift industry’s historically higher interest rate risk exposure, which caused a negative impact on earnings and net portfolio value in the past as a result of significant fluctuations in interest rates, specifically rising rates in the past. Such exposure was due to the disparate rate of maturity and/or repricing of assets relative to liabilities commonly referred to as an institution’s “gap.” The larger an institution’s gap, the greater the risk (interest rate risk) of earnings loss due to a decrease in net interest margin and a decrease in economic value of equity or portfolio loss. In response to the potential impact of interest rate volatility and negative earnings impact, many institutions have taken steps to reduce their gap position. This frequently results in a decline in the institution’s net interest margin and overall earnings performance. Cullman has responded to the interest rate sensitivity issue by increasing its shares of adjustable-rate one to four family loans and commercial real estate loans.

The Bank measures its interest rate risk through the use of its economic value of equity (“EVE”) of the expected cash flows from interest-earning assets and interest-bearing liabilities and any off-balance sheets contracts. The EVE for the Bank is calculated on a quarterly basis by an outside firm, showing the Bank’s EVE to asset ratio, the dollar change in EVE, and the change in the EVE ratio for the Bank under rising and falling interest rates. Such changes in EVE ratio under changing rates are reflective of the Bank’s interest rate risk exposure.

There are numerous factors which have a measurable influence on interest rate sensitivity in addition to changing interest rates. Such key factors to consider when analyzing interest rate sensitivity include the loan payoff schedule, accelerated principal payments, sale of fixed-rate loans, deposit maturities, interest rate caps on adjustable-rate mortgage loans and deposit withdrawals.

16

Interest Rate Sensitivity (cont.)

Exhibit 11 provides the Bank’s EVE levels and ratios as of December 31, 2020, based on the most recent calculations and reflects the changes in the Bank’s EVE levels under rising and declining interest rates.

The Bank’s change in its EVE level at December 31, 2020, based on a rise in interest rates of 100 basis points was a 1.18 percent decrease, representing a dollar decrease in equity value of $702,000. In contrast, based on a decline in interest rates of 100 basis points, the Bank’s NPV level was estimated to decrease 3.01 percent or $1,787,000 at December 31, 2020. The Bank’s exposure increases to a 3.45 percent decrease under a 200 basis point rise in rates, representing a dollar decrease in equity of $2,047,000. The Bank’s exposure is not reasonably measurable based on a 200 basis point decrease in interest rates, due to the currently low level of interest rates.

The Bank’s post shock NPV ratio based on a 200 basis point rise in interest rates is 17.66 percent and indicates a 21 basis point increase from its 17.45 percent based on no change in interest rates.

The Bank is aware of its interest rate risk exposure under rapidly rising rates and falling rates. Due to Cullman’s recognition of the need to control its interest rate exposure, the Bank has maintained a strong equity to asset position. The Bank plans to increase its lending activity in the future and review increasing its share of adjustable-rate loans. The Bank will also continue to focus on controlling its higher EVE ratio, recognizing the planned second stage offering will strengthen the Bank’s equity level and EVE ratio, based on any change in interest rates.

17

LENDING ACTIVITIES

Cullman has focused its lending activity on the origination of conventional mortgage loans secured by one- to four-family dwellings, commercial real estate, commercial business loans, home equity loans, manufactured home loans, automobile loans and other consumer loans. The Bank has also been an originator of construction loans and multi-family loans to a much lesser extent. Exhibit 12 provides a summary of Cullman’s loan portfolio by loan type at December 31, 2019, and at December 31, 2020.

The primary loan type for Cullman has been residential loans secured by one- to four-family dwellings, representing a moderate 49.0 percent of the Bank’s gross loans as of December 31, 2020. This share of loans has seen a minimal decrease from 50.7 percent at December 31, 2019. The second largest real estate loan type as of December 31, 2020, was commercial real estate loans, which comprised a relatively strong 33.2 percent of gross loans at December 31, 2020, compared to 29.5 percent as of December 31, 2019. The third largest loan type was commercial business loans, which comprised a modest 8.7 percent of gross loans at December 31, 2020, compared to a larger 11.4 percent at December 31, 2019. The fourth largest loan category was construction loans, which represented 2.4 percent of gross loans at December 31, 2020, compared to a larger 3.5 percent at December 31, 2019. These four real estate loan categories represented a strong 93.3 percent of gross loans at December 31, 2020, compared to a larger 95.1 percent of gross loans at December 31, 2019.

The Bank had a minimal 1.5 percent of loans in home equity loans at December 31, 2020, down from 2.0 percent at December 31, 2019. The consumer loan category, excluding home equity loans, represented a minimal 1.0 percent of gross loans compared to 1.1 percent at December 31, 2019. The Bank’s consumer loans include automobile loans, savings account loans, and other secured and unsecured loans. The Bank also had a modest 2.2 percent of loans in PPP loans in 2020. The overall mix of loans has witnessed a modest change from December 31, 2019, to December 31, 2020, with the Bank having decreased its shares of one- to four-family loans, construction loans, and commercial loans, reduced by an increase in its share of commercial real estate loans.

18

Lending Activities (cont.)

The emphasis of Cullman’s lending activity is the origination of conventional mortgage loans secured by one- to four-family residences. Such residences are located primarily in the Bank’s retail market area of Cullman County. At December 31, 2020, 49.0 percent of Cullman’s gross loans consisted of loans secured by one- to four-family residential properties, both owner-occupied and nonowner-occupied, excluding construction loans.

The Bank’s one- to four-family mortgage loans remain outstanding for shorter periods than their contractual terms, because borrowers have the right to refinance or prepay. These mortgage loans contain “due on sale” clauses which permit the Bank to accelerate the indebtedness of the loan upon transfer of ownership of the mortgage property.

The Bank’s primary key mortgage loan product is a fixed-rate mortgage loan with Cullman’s fixed-rate mortgage loans having terms of 15 years to 30 years. Fixed-rate mortgage loans have a maximum term of 30 years. The Bank’s fixed-rate mortgage loans normally conform to secondary market underwriting standards. The Bank also originates conforming “jumbo loans” residential mortgage loans.

The normal loan-to-value ratio for conventional mortgage loans to purchase or refinance one-to four-family dwellings generally does not exceed 89.99 percent at Cullman, even though the Bank is permitted to make loans above the 95 percent loan-to-value ratio. While the Bank does make loans up to 89.99 percent of loan-to-value, the Bank requires private mortgage insurance for the amount in excess of the 80.0 percent loan-to-value ratio for fixed-rate loans and adjustable-rate loans. Mortgage loans originated by the Bank include due-on-sale clauses enabling the Bank to adjust rates on fixed-rate loans in the event the borrower transfers ownership.

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Lending Activities (cont.)

Cullman has also been an originator of balloon and fixed-rate commercial real estate loans and multi-family loans in the past and will continue to make multi-family and commercial real estate loans. The balloon loans have a term of five years with an amortization period of 20 years. The Bank had a total of $77.8 million in commercial real estate loans and $4.8 million in multi-family loans at December 31, 2020, or a combined 35.2 percent of gross loans, compared to a lower 31.4 percent of gross loans at December 31, 2019.

The major portion of commercial real estate and multi-family loans are secured by small retail establishments, office buildings, restaurants, and other mixed use properties used for business, and light industrial properties. Most of the multi-family and commercial real estate loans are fully amortizing with a term of up to 20 years. The maximum loan-to-value ratio is normally 85.0 percent for commercial real estate loans and 80.0 percent for multi-family loans.

Cullman is also an originator of commercial business loans, which represented a modest 8.7 percent of loans at December 31, 2020, and totaled $20.3 million. The Bank had $28.6 million in commercial business loans at December 31, 2019, or 11.4 percent of loans. These loans are normally fixed-rate and generally for a one-year term.

Cullman also offers consumer loans, with these loans totaling $2.3 million at December 31, 2020, and representing 1.0 percent of gross loans, excluding home equity loans. Consumer loans primarily include automobile loans, deposit loans, and other secured and unsecured loans.

Exhibit 13 provides a loan maturity schedule and breakdown and a summary of Cullman’s fixed- and adjustable-rate loans, indicating a majority of adjustable-rate loans. At December 31, 2020, 96.0 percent of the Bank’s loans due after December 31, 2021, were fixed-rate and 4.0 percent were adjustable-rate. At December 31, 2020, the Bank had 35.1 percent of its loans due on or before December 31, 2025, or in five years or less. The Bank had a larger 64.9 percent of its loans with a maturity of more than five years.

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NONPERFORMING ASSETS

Cullman understands asset quality risk and the direct relationship of such risk to delinquent loans and nonperforming assets, including real estate owned. The quality of assets has been a key concern to financial institutions throughout many regions of the country. A number of financial institutions have been confronted with higher levels of nonperforming assets over the past few years and have been forced to recognize significant losses, setting aside major valuation allowances.

A sharp increase in nonperforming assets has often been related to specific regions of the country and has frequently been associated with higher risk loans, including commercial real estate loans and multi-family loans and nonowner-occupied single-family loans. Cullman has a currently lower level of nonperforming assets, with nonperforming assets decreasing slightly in 2020.

Exhibit 14 provides a summary of Cullman’s delinquent loans at December 31, 2019, and at December 31, 2020, indicating a modest decrease in the dollar amount of delinquent loans from December 31, 2019, to December 31, 2020. The Bank had $2,573,000 in loans delinquent 30 to 89 days at December 31, 2020. Loans delinquent 90 days or more totaled $104,000 at December 31, 2020, with these two categories representing 1.15 percent of gross loans, with most of them one- to four-family real estate loans followed by commercial real estate loans. At December 31, 2019, delinquent loans of 30 to 89 days totaled $2,736,000 or 1.10 percent of gross loans, and loans delinquent 90 days or more totaled $85,000 or 0.03 percent of gross loans for a combined total of $2,821,000 and a lower share of 1.13 percent of gross loans, compared to a lower $2,677,000 and a higher 1.15 percent of gross loans at December 31, 2020.

It is normal procedure for Cullman’s board to review loans delinquent 90 days or more on a monthly basis, to assess their collectibility and possibly commence foreclosure proceedings. When a loan is delinquent 60 days, the Bank sends a late notice to the borrower and also contact the borrower by a phone call. After 90 days delinquency, a demand letter is sent.

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Nonperforming Assets (cont.)

When the loan becomes delinquent 90 days, the Bank considers the loan in default and it is placed on nonaccrual status. A decision as to whether and when to initiate foreclosure proceedings is based on such factors as the amount of the outstanding loan, the extent of the delinquency and the borrower’s ability and willingness to cooperate in curing the delinquency. The Bank generally initiates foreclosure when a loan has been delinquent 90 days and no workout agreement has been reached.

Exhibit 15 provides a summary of Cullman’s nonperforming assets at December 31, 2019, and at December 31, 2020. Nonperforming assets, by definition, include loans 90 days or more past due, nonaccruing loans, troubled debt restructurings that have not performed, and repossessed assets. The Bank carried a higher dollar level of nonperforming assets at December 31, 2020, relative to December 31, 2019. Cullman’s level of nonperforming assets was $521,000 at December 31, 2019, and a higher $566,000 at December 31, 2020, which represented 0.17 percent of assets in 2019 and 0.17 percent December 31, 2020. The Bank’s nonperforming assets included $50,000 in nonaccrual loans, $85,000 in loans 90 days or more past due and $386,000 in real estate owned for a total of $521,000 at December 31, 2019. At December 31, 2020, nonperforming assets were a higher $566,000 or a similar 0.17 percent of assets due to the rise in assets and included $18,000 in nonaccrual loans, $434,000 in real estate owned, with $114,000 in loans 90 days or more past due.

Cullman’s levels of nonperforming assets were lower than its levels of classified assets. The Bank’s ratios of classified assets to assets, excluding special mention assets, were 0.87 percent of assets at December 31, 2019, and a higher 2.55 percent at December 31, 2020 (reference Exhibit 16). The Bank’s classified assets consisted of $8,439,000 in substandard assets, with no assets classified as doubtful and no assets classified as loss for a total of $8,439,000 at December 31, 2020. The Bank had $2,593,000 in assets classified as substandard and no assets classified as loss or doubtful at December 31, 2019.

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Nonperforming Assets (cont.)

Exhibit 17 shows Cullman’s allowance for loan losses at December 31, 2019 and at December 31, 2020, indicating the activity and the resultant balances. Cullman has witnessed a modest increase in its balance of allowance for loan losses from $2,218,000 at December 31, 2019, to $2,361,000 at December 31, 2020. The Bank had provisions for loan losses of $55,000 in 2019, and $152,000 in 2020.

The Bank had total charge-offs of $(1,000) in 2019, and $20,000 in 2020, with total recoveries of $1,000 in 2019 and ($10,000) in 2020. The Bank’s ratio of allowance for loan losses to gross loans was 0.88 percent at December 31, 2019, and 1.01 percent at December 31, 2020. Allowance for loan losses to nonperforming loans was 1,642.96 percent at December 31, 2019, and 1,788.64 percent at December 31, 2020.

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INVESTMENTS

The investment and securities portfolio, excluding certificates of deposit, has been comprised of municipal securities, interest-bearing deposits, mortgage-backed securities, mutual funds and large cap equity mutual funds. Exhibit 18 provides a summary of Cullman’s investment portfolio at December 31, 2020, excluding FHLB stock and interest-bearing deposits. Investment securities totaled $18.9 million at December 31, 2020, based on fair value. The Bank had $4.4 million in mortgage-backed securities. Mortgage-backed securities represented the second largest category of the Bank’s investments at December 31, 2020, preceded by municipal securities.

The key component of investments at December 31, 2020, was municipal securities, totaling $14.5 million and representing 76.6 percent of total investments, excluding FHLB stock. The Bank had $2,541,000 in FHLB stock at December 31, 2020. The weighted average yield on investment securities was 2.59 percent for the year ended December 31, 2020, and a higher 2.73 percent in 2019.

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DEPOSIT ACTIVITIES

The mix of deposits by amount at December 31, 2019, and 2020, is provided in Exhibit 19. There has been a strong increase in total deposits and a modest change in the deposit mix during this period. Total deposits have increased from $188.9 million at December 31, 2019, to $217.0 million at December 31, 2020, representing an increase of $28.1 million or 14.9 percent. Certificates of deposit have decreased from $93.9 million at December 31, 2019, to $86.0 million at December 31, 2020, representing a decrease of $7.9 million or 8.4 percent, while savings, transaction and MMDA accounts have increased $35.9 million from $95.0 million at December 31, 2019, to $130.9 million at December 31, 2020, or 37.8 percent.

Exhibit 20 provides a breakdown of the Bank’s certificates of deposits in amounts of $250,000 or more by maturity. The largest category of these certificates based on maturity is certificates with a maturity of over twelve months, which represented a strong 53.3 percent of these certificates followed by certificates with a maturity of six months to one year, which represented a moderate 17.8 percent of certificates.

BORROWINGS

Cullman has made moderate use of FHLB advances in each of the years ended December 31, 2016, 2017, 2018, 2019, and 2020. The Bank had total FHLB advances of $53.5 million at December 31, 2020, with a weighted cost of 1.74 percent during the period and a balance of a similar $51.5 million at December 31, 2019, with a weighted cost of 2.41 percent during the period.

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SUBSIDIARIES

Cullman Bancorp has no wholly owned subsidiaries nor does Cullman.

OFFICE PROPERTIES

Cullman had four offices at December 31, 2020, its main office and two branch offices in Cullman, with one additional branch in Hancerville, Alabama. The Bank owns all of its offices. At December 31, 2020, the Bank’s total investment in fixed assets, based on depreciated cost, was $8.6 million or 2.60 percent of assets.

MANAGEMENT

The president and chief executive officer of Cullman is John A. Riley, III, who is also a director. Mr. Riley became president and chief executive officer in May 2006, having previously served the Bank as a loan officer since 1993. Ms. T’aira Ugarkovich is executive vice president and director of lending of the Bank. Previously, Ms. Ugarkovich was the Bank’s chief credit officer. Ms. Ugarkovich is a 2017 graduate from Alabama Banking School. Ms. Ugarkovich has 13 years of banking experience. Prior to working at Cullman Savings Bank, Ms. Ugarkovich was a credit officer for four years and treasury management officer for two years at Progress Bank. Ms. Katrina Stephens is senior vice president and is the chief financial officer, positions she has held since 2015. Ms. Stephens is a 2018 graduate from Alabama Banking School. Ms. Stephens was previously a senior level internal auditor at Regions Bank, where she began working in 2011. Prior to Regions, Ms. Stephens worked as a senior external auditor at Pricewaterhouse Coopers, where she begin working in 2007.

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II. DESCRIPTION OF PRIMARY MARKET AREA

Cullman’s market area is focused on Cullman County, Alabama. Exhibit 22 shows the trends in population, households and income for Cullman County, Alabama and the United States. Cullman County’s population increased by a minimal 3.8 percent from 2000 to 2010, while Alabama’s and the United States’ population levels increased by 7.5 percent and 9.7 percent, respectively, during the same time period. Through 2025, population is projected to increase by 6.7 percent in Cullman County, by 6.8 percent in Alabama and by 9.5 percent in the United States.

More important is the trend in households. Cullman County experienced a 3.8 percent increase in households from 2000 through 2010, compared to increases of a higher 8.4 percent in Alabama and a much higher 10.7 percent in the United States. Cullman County, Alabama and the United States are projected to increase in households by 9.6 percent, 7.8 percent and 10.3 percent, respectively.

Cullman County had the lowest level per capita income level in both 2000 and 2010. Per capita income increased in all areas from 2000 to 2010. Cullman County’s per capita income increased to from $16,758 to $20,869, with Alabama’s and the United States’ per capita income levels increasing from $17,941 to $23,406 and from $21,242 to $28,088, respectively. All areas are projected to show increases in per capita through 2025 to levels of $30,141, $32,595 and $39,979 in Cullman County, Alabama and the United States, respectively. In 2000, median household income was a lower $32,582 in Cullman County, $34,250 in Alabama and $42,257 in the United States. Median household income increased from 2000 to 2010 by 17.1 percent, 21.3 percent, and 21.5 percent to $38,168, $41,539 and $51,362 in Cullman County, Alabama and the United States, respectively. All areas are also projected to show increases in their median household income levels from 2010 through 2025. The median household income levels in Cullman County, Alabama and the United States are projected to increase by 57.3 percent, 43.6 percent and 24.5 percent, respectively, to $60,029, $59,667 and $63,968, respectively, from 2010 to 2025.

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Description of Primary Market Area (cont.)

Exhibit 23 provides a summary of key housing data for Cullman County, Alabama and the United States. In 2000, Cullman County had the highest owner-occupancy rate with owner-occupancy at 78.0 percent, higher than Alabama at 72.5 percent and the United States at 66.2 percent. As a result, Cullman County supported a lower rate of renter-occupied housing of 22.0 percent, compared to 27.5 percent in Alabama and 33.8 percent in the United States. In 2010, owner-occupied housing decreased in Cullman County to 70.1 percent, decreased to 69.7 percent in Alabama and decreased to 65.4 percent in the United States. Conversely, the renter-occupied rates increased in all areas. Cullman County’s renter occupancy rate increased to 29.9 percent and Alabama’s and the United States’ renter occupancy rates increased to 30.3 percent and 34.6 percent, respectively.

Cullman County’s 2000 median housing value was a lower $85,000, slightly lower than Alabama’s $85,100 and much lower than that of the United States at $119,600. The 2000 median rent values were $398, $447, and $602 in Cullman County, Alabama and the United States, respectively. In 2010, median housing values had increased in Cullman County, Alabama and the United States to $87,000, $123,900 and $186,200. The 2010 median rent levels were $585, $667 and $871 in Cullman County, Alabama and the United States, respectively. More recently, median housing estimates in 2020 were $136,448, $153,094 and $221,068 for Cullman County, Alabama and the United States, respectively.

In 2000, the major source of employment for all areas by industry group, based on share of employment, was the services industry. The services industry was responsible for the majority of employment in Cullman County, Alabama and the United States with 34.3 percent, 43.0 percent, and 46.7 percent of jobs (reference Exhibit 24). The manufacturing industry was the second major employer in Cullman County at 23.0 percent and also in Alabama at 18.4 percent, but was the third largest employer in the United States at 14.1 percent. The wholesale/retail trade group was the third major overall employer in Cullman County and Alabama at 18.6 percent and 15.8 percent, respectively, and the wholesale/retail trade group was the second major overall employer in the United States with 15.3 percent of employment. The agriculture/mining group,

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Description of Primary Market Area (cont.)

construction group, transportation/utilities, information and finance/insurance/real estate groups combined to provide 24.1 percent of employment in Cullman County, 22.8 percent of employment in Alabama and 23.9 percent in the United States.

In 2010, the services industry, manufacturing industry and wholesale/retail trade industry provided the first, second and third highest levels of employment, respectively, for Cullman County. In Alabama and the United States, the wholesale/retail sector was the second highest employer with the manufacturing industry third. The services industry accounted for 39.6 percent, 47.8 percent and 53.2 percent in Cullman County, Alabama and the United States, respectively. The manufacturing trade industry provided for 18.4 percent, 14.5 percent and 10.4 percent of employment in Cullman County, Alabama and the United States, respectively. The wholesale/retail trade group provided 15.8 percent, 15.1 percent, and 14.5 percent of employment in Cullman County, Alabama and the United States, respectively. In the 2010 Census, the agriculture/mining, construction, transportation/utilities, information, and finance/insurance/real estate sectors accounted for 26.2 percent, 22.6 percent and 21.9 percent in Cullman County, Alabama and the United States, respectively. The 2020 American Community Survey indicated the service industry remaining the highest employer, with the wholesale/retail industry increasing in employment percentages in Cullman County, Alabama and the United States. The manufacturing industry was the third highest employer in all three areas.

Some of the largest employers in Cullman County are listed below.

Employer	Employees	Product/Service
Cullman Regional Medical Center	1,365	Health Care
Cullman County Schools	1,220	Education
Walmart Distribution	1,120	Retail Distribution
Topre America Corporation	831	Manufacturing
Walmart Super Center North/South	743	Retail
REHAU	680	Manufacturing
City of Cullman	678	Government
Wallace State Community College	547	Education
Cullman County Commission	491	Government
Reliance Worldwide	430	Plumbing/Heating Innovation

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Description of Primary Market Area (cont.)

The unemployment rate is another key economic indicator. Exhibit 25 shows the unemployment rates in Cullman County, Alabama and the United State in 2016 through 2020. In 2016, Cullman County, Alabama and the United States had unemployment rates of 5.0 percent, 5.8 percent, and 4.9 percent, respectively. Through 2017, Cullman County, Alabama and the United States had decreases in unemployment to 3.7 percent in Cullman County, 4.4 percent in Alabama, and 4.4 percent in the United States. In 2018, unemployment rates decreased in all areas and were 3.2 percent, 3.9 percent, and 3.9 percent, in Cullman County, Alabama and the United States, respectively. In 2019, all areas again had reductions in unemployment. Cullman County, Alabama and the United States decreased in unemployment to 2.6 percent, 3.0 percent, and 3.7 percent, respectively. Because of the COVID-19 pandemic and accompanying business slowdown, unemployment rates increased strongly throughout 2020 but had settled back to 4.4 percent in Cullman County, 6.1 percent in Alabama, with the United States still at a higher 8.1 percent.

Exhibit 26 provides deposit data for banks and thrifts in Cullman County. As of June 30, 2020, Cullman’s deposit base in Cullman County was approximately $213.1 million or a 100.0 percent share of the thrift deposits and a 10.7 percent share of the total deposits, which were approximately $2.0 billion as of June 30, 2020. This was a decrease in the Bank’s percent of total deposits from June 30, 2019, when the Bank held 11.2 percent of total deposits in Cullman County.

Exhibit 27 provides interest rate data for each quarter for the years 2016 through the second quarter of 2020. The interest rates tracked are the Prime Rate, as well as 90-Day, One-Year and Thirty-Year Treasury Bills. The Prime Rate increased moderately from 2015 to 2017, then continued rising steadily in 2018 and stabilized in 2019. In 2020, all interest rate indexes decreased significantly as a result of COVID-19. Short term interest rates experienced a modestly rising trend in 2015, then rising at a faster pace in 2016, 2017 and 2018, then

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Description of Primary Market Area (cont.)

decreasing modestly in 2019, and decreasing significantly in 2020, with the Thirty-Year Treasury rate rising in 2015, fluctuating in 2016 and then decreasing in 2017 but increasing in 2018 before decreasing in 2019 and decreasing much more in 2020.

SUMMARY

In summary, population increased slightly in Cullman County from 2000 to 2010 as did the number of households. The 2010 per capita income and median household income levels in Cullman County were lower than both state and national levels, while the per capita and median household income levels did increase through 2010 to a level modestly below the state level. Cullman County’s unemployment rates have been lower than both Alabama’s and the United States’ rates. According to the 2010 Census, the median housing value in Cullman County was well below the national median and remained below both state and national levels through 2020.

The Corporation holds deposits of 100.0 percent of all thrift deposits in the county as of June 30, 2020, but this represents a smaller 10.7 percent share of the total deposit base of approximately $2.0 billion.

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III. COMPARABLE GROUP SELECTION

Introduction

Integral to the valuation of the Corporation is the selection of an appropriate group of publicly traded thrift institutions, hereinafter referred to as the “comparable group”. This section identifies the comparable group and describes each parameter used in the selection of each institution in the group, resulting in a comparable group based on such specific and detailed parameters, current financials and recent trading prices. The various characteristics of the selected comparable group provide the primary basis for making the necessary adjustments to the Corporation’s pro forma value relative to the comparable group. There is also a recognition and consideration of financial comparisons with all publicly traded, FDIC-insured thrifts in the United States and all publicly traded, FDIC-insured thrifts in the Southeast region and in Alabama.

Exhibits 28 and 29 present Share Data and Pricing Ratios and Key Financial Data and Ratios, respectively, both individually and in aggregate, for the universe of 92 publicly traded, FDIC-insured thrifts in the United States (“all thrifts”), excluding mutual holding companies, used in the selection of the comparable group and other financial comparisons. Exhibits 28 and 29 also subclassify all thrifts by region, including the 8 publicly traded Southeast thrifts (“Southeast thrifts”) and the 1 publicly traded thrift in Alabama (“Alabama thrift”), and by trading exchange.

The selection of the comparable group was based on the establishment of both general and specific parameters using financial, operating and asset quality characteristics of the Corporation as determinants for defining those parameters. The determination of parameters was also based on the uniqueness of each parameter as a normal indicator of a thrift institution’s operating philosophy and perspective. The parameters established and defined are considered to be both reasonable and reflective of the Corporation’s basic operation.

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Introduction (cont.)

The general parameter requirements for the selection of the peer group candidates included a maximum asset size limit of $1.9 billion, a trading exchange requirement that each candidate be traded on one of the two major stock exchanges, the Alabama Stock Exchange or the NASDAQ, a geographic parameter that eliminates potential candidates located in the Northwest and Northeast, a merger and acquisition parameter that eliminates any potential candidate that is involved as a seller in a merger and acquisition transaction, and a recent conversion parameter that eliminates any institution that has not been converted from mutual to stock for at least four quarters or prior to December 31, 2020. Due to the general parameter requirement related to trading on NASDAQ or one of the other two major stock exchanges, the size of the peer group institutions results in larger institutions.

Inasmuch as the comparable group must consist of at least ten institutions, the parameters relating to asset size and geographic location have been expanded as necessary in order to fulfill this requirement.

GENERAL PARAMETERS

Merger/Acquisition

The comparable group will not include any institution that is a proposed seller in a merger or acquisition as of or prior to February 12, 2021, due to the price impact of such a pending transaction. There are no pending merger/acquisition transactions involving thrift institutions that were potential comparable group candidates in the Corporation’s city, county or market area as indicated in Exhibit 31.

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Trading Exchange

It is necessary that each institution in the comparable group be listed on one of the two major stock exchanges, the Alabama Stock Exchange or the National Association of Securities Dealers Automated Quotation System (NASDAQ). Such a listing indicates that an institution’s stock has demonstrated trading activity and is responsive to normal market conditions, which are requirements for listing. Of the 92 publicly traded, FDIC-insured savings institutions, 4 are traded on the New York Stock Exchange and 47 are traded on NASDAQ. There were an additional 41 institutions traded over the counter or listed in the Pink Sheets, but they were not considered for the comparable group selection.

IPO Date

Another general parameter for the selection of the comparable group is the initial public offering (“IPO”) date, which must be at least four quarterly periods prior to December 31, 2020, in order to insure at least four consecutive quarters of reported data as a publicly traded institution. The resulting parameter is a required IPO of December 31, 2019, or earlier.

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Geographic Location

The geographic location of an institution is a key parameter due to the impact of various economic and thrift industry conditions on the performance and trading prices of thrift institution stocks. Although geographic location and asset size are the two parameters that have been developed incrementally to fulfill the comparable group requirements, the geographic location parameter has nevertheless eliminated two regions of the United States distant to the Corporation, including the Northeast and Northwest regions.

The geographic location parameter consists of the Southeast, North Central, Southwest, West and Midwest regions for a total of twenty states. To extend the geographic parameter beyond those states could result in the selection of similar thrift institutions with regard to financial conditions and operating characteristics, but with different pricing ratios due to their geographic regions. The result could then be an unrepresentative comparable group with regard to price relative to the parameters and, therefore, an inaccurate value.

Asset Size

Asset size was another key parameter used in the selection of the comparable group. The total asset size for any potential comparable group institution was $1.9 billion or less, due to the general similarity of asset mix and operating strategies of institutions within this asset range, compared to the Corporation, with assets of approximately $331.4 million. Such an asset size parameter was necessary to obtain an appropriate comparable group of at least ten institutions.

In connection with asset size, we did not consider the number of offices or branches in selecting or eliminating candidates, since that characteristic is directly related to operating expenses, which are recognized as an operating performance parameter.

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SUMMARY

Exhibits 32 and 33 show the 51 institutions considered as comparable group candidates after applying the general financial, geographic and merger/acquisition parameters, with the outlined institutions being those ultimately selected for the comparable group using the balance sheet, performance and asset quality parameters established in this section along with being publicly traded on one of the three major exchanges.

BALANCE SHEET PARAMETERS

Introduction

The balance sheet parameters focused on seven balance sheet ratios as determinants for selecting a comparable group, as presented in Exhibit 32. The balance sheet ratios consist of the following:

1. Cash and investments to assets

2. Mortgage-backed securities to assets

3. One- to four-family loans to assets

4. Total net loans to assets

5. Total net loans and mortgage-backed securities to assets

6. Borrowed funds to assets

7. Equity to assets

The parameters enable the identification and elimination of thrift institutions that are distinctly and functionally different from the Corporation with regard to asset mix. The balance sheet parameters also distinguish institutions with a significantly different capital position from the Corporation. The ratio of deposits to assets was not used as a parameter as it is directly related to and affected by an institution’s equity and borrowed funds ratios, which are separate parameters.

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Cash and Investments to Assets

The Bank’s ratio of cash and investments to assets, excluding mortgage-backed securities, was 23.91 percent at December 31, 2020, and reflects the Corporation’s higher share of investments, above the national average of 14.79 percent and higher than the regional average of 21.64 percent. The Bank’s investments have consisted of federal agency securities, municipal securities, and interest-bearing deposits. For its recent two years ended December 31, 2019, and December 31, 2020, the Corporation’s average ratio of cash and investments to assets was a normal 15.74 percent, ranging from a high of 23.91 percent in 2020 to a low of 8.90 percent in 2019 and was 23.91 percent at December 31, 2020.

The parameter range for cash and investments is has been defined as 45.0 percent or less of assets, with a midpoint of 22.5 percent.

Mortgage-Backed Securities to Assets

At December 31, 2020, the Corporation’s ratio of mortgage-backed securities to assets was 0.87 percent, moderately lower than the national average of 6.9 percent and the regional average of 7.6 percent for publicly traded thrifts.

Inasmuch as many institutions purchase mortgage-backed securities as an alternative to both lending, relative to cyclical loan demand and prevailing interest rates, and other investment vehicles, this parameter is also fairly broad at 30.0 percent or less of assets and a midpoint of 15.0 percent.

One- to Four-Family Loans to Assets

The Corporation’s lending activity is focused on the origination of residential mortgage loans secured by one- to four-family dwellings. One- to four-family loans, including

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One- to Four-Family Loans to Assets (cont.)

construction loans and excluding home equity loans, represented 34.68 percent of the Corporation’s assets at December 31, 2020, which is lower than its ratio of 42.62 percent at December 31, 2019, and lower than its ratio of 43.43 percent at December 31, 2018. The parameter for this characteristic is 40.00 percent of assets or less in one- to four-family loans with a midpoint of 20.00 percent.

Total Net Loans to Assets

At December 31, 2020, the Corporation had a 69.95 percent ratio of total net loans to assets and a lower two fiscal year average of 76.71 percent, compared to the national average of a similar 69.69 percent and the regional average of 63.37 percent for publicly traded thrifts. The Corporation’s ratio of total net loans to assets changed from 82.84 percent of total assets at December 31, 2018, to 83.47 percent at December 31, 2019, to 69.95 percent at December 31, 2020.

The parameter for the selection of the comparable group is from 26.0 percent to 76.0 percent with a midpoint of 51.0 percent. The lower end of the parameter range relates to the fact that, as the referenced national and regional averages indicate, many institutions hold greater levels of investment securities and/or mortgage-backed securities as cyclical alternatives to lending, but may otherwise be similar to the Corporation.

Total Net Loans and Mortgage-Backed Securities to Assets

As discussed previously, the Corporation’s shares of mortgage-backed securities to assets and total net loans to assets were 0.87 percent and 69.95 percent, respectively, for a combined share of 70.82 percent. Recognizing the industry and regional ratios of 76.55 percent and 70.99

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Total Net Loans and Mortgage-Backed Securities to Assets (cont.)

percent, respectively, the parameter range for the comparable group in this category is 50.0 percent to 92.0 percent, with a midpoint of 71.0 percent.

Borrowed Funds to Assets

The Corporation had borrowed funds of $33.5 million or 16.14 percent of assets at December 31, 2020, which is lower than current industry averages.

The use of borrowed funds by some institutions indicates an alternative to retail deposits and may provide a source of longer term funds. The federal insurance premium on deposits has also increased the attractiveness of borrowed funds. The institutional demand for borrowed funds has increased in 2019, due to rising rates paid on deposits and is now experiencing a modest decrease as rates have decreased.

The parameter range of borrowed funds to assets is 46.0 percent or less with a midpoint of 23.0 percent.

Equity to Assets

The Corporation’s equity to assets ratio was 17.16 percent at December 31, 2020, 17.91 percent at December 31, 2019, and 17.28 percent at December 31, 2018, averaging 17.45 percent for the three fiscal years ended December 31, 2020. The Bank’s retained earnings increased in 2018, increased in 2019, and also increased in 2020. After the second stage offering, based on the midpoint value of $56.0 million, with a public offering of $32.6 million, with 50.0 percent of the net proceeds of the public offering going to the Bank, its equity is projected to increase to 19.38 percent of assets, with the Corporation at 21.50 percent of assets.

39

Equity to Assets (cont.)

Based on those equity ratios, we have defined the equity ratio parameter to be 9.0 percent to 22.0 percent with a midpoint ratio of 15.5 percent.

40

PERFORMANCE PARAMETERS

Introduction

Exhibit 33 presents five parameters identified as key indicators of the Corporation’s earnings performance and the basis for such performance both historically and the year ended December 31, 2020. The primary performance indicator is the Corporation’s core return on average assets (ROAA). The second performance indicator is the Corporation’s core return on average equity (ROAE). To measure the Corporation’s ability to generate net interest income, we have used net interest margin. The supplemental source of income for the Corporation is noninterest income, and the parameter used to measure this factor is the ratio of noninterest income to average assets. The final performance indicator is the Corporation’s ratio of operating expenses or noninterest expenses to average assets, a key factor in distinguishing different types of operations, particularly institutions that are aggressive in secondary market activities, which often results in much higher operating costs and overhead ratios.

Return on Average Assets

The key performance parameter is core ROAA. For the year ended December 31, 2020, the Corporation’s core ROAA was 1.13 percent based on a core income of $3,546,000, as detailed in Item I of this Report. The net ROAA for the year ended December 31, 2019, was also 1.13 percent. The Corporation’s ROAAs in its most recent three fiscal years ended December 31, 2020, were 1.33 percent, 1.26 percent, and 1.13 percent, respectively, with a three fiscal year average ROAA of 1.24 percent.

Considering the historical and current earnings performance of the Corporation, the range for the ROAA parameter based on core income has been defined as 2.25 percent or less with a midpoint of 1.13 percent.

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Return on Average Equity

The ROAE has been used as a secondary parameter to eliminate any institutions with an unusually high or low ROAE that is inconsistent with the Corporation’s position. This parameter does not provide as much meaning for a newly converted thrift institution as it does for established stock institutions, due to the unseasoned nature of the capital structure of the newly converted thrift and the inability to accurately reflect a mature ROAE for the newly converted thrift relative to other stock institutions.

The Corporation’s core ROAE for the year ended December 31, 2020, was 6.43 percent based on its core income and 7.17 percent in the fiscal year ended December 31, 2019.

The parameter range for ROAE for the comparable group, based on core income, is 24.00 percent or less with a midpoint of 12.00 percent.

Net Interest Margin

The Corporation had a net interest margin of 3.85 percent for the year ended December 31, 2020, representing net interest income as a percentage of average interest-earning assets. The Corporation’s net interest margin levels in its three fiscal years of 2017 through 2019 were 4.01 percent, 4.16 percent, and 4.06 percent, respectively, averaging 4.08 percent.

The parameter range for the selection of the comparable group is from a low of 1.80 percent to a high of 4.10 percent with a midpoint of 2.95 percent.

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Operating Expenses to Assets

For the year ended December 31, 2020, the Corporation had a 2.57 percent ratio of operating expense to average assets. In its three fiscal years ended December 31, 2019, the Corporation’s expense ratio averaged 2.69 percent, from a low of 2.66 percent in fiscal year 2019 to a high of 2.72 percent in fiscal year 2018.

The operating expense to assets parameter for the selection of the comparable group is from a low of 1.00 percent to a high of 7.20 percent with a midpoint of 4.10 percent.

Noninterest Income to Assets

Compared to publicly traded thrifts, the Corporation has experienced a lower level of noninterest income as a source of additional income. The Corporation’s ratio of noninterest income to average assets was 0.46 percent for the year ended December 31, 2020. For its three years ended December 31, 2017 through 2019, the Corporation’s ratio of noninterest income to average assets was 0.55 percent, 0.56 percent and 0.49 percent, respectively, for an average of 0.53 percent.

The range for this parameter for the selection of the comparable group is 7.50 percent of average assets or less, with a midpoint of 3.75 percent.

ASSET QUALITY PARAMETERS

Introduction

The final set of financial parameters used in the selection of the comparable group are asset quality parameters, also shown in Exhibit 33. The purpose of these parameters is to insure

43

Introduction (cont.)

that any thrift institution in the comparable group has an asset quality position similar to that of the Corporation. The three defined asset quality parameters are the ratios of nonperforming assets to total assets, repossessed assets to total assets and loan loss reserves to total assets at the end of the most recent period.

Nonperforming Assets to Total Assets

The Corporation’s ratio of nonperforming assets to assets was 0.17 percent at December 31, 2020, which is lower than the national average of 0.64 percent for publicly traded thrifts and the average of 0.70 percent for Southeast thrifts. The Corporation’s ratio of nonperforming assets to total assets averaged 0.19 for its most recent three fiscal years ended December 31, 2020, from a high of 0.21 percent in 2018, to a low of 0.17 percent 2020.

The comparable group parameter for nonperforming assets is 1.16 percent or less of total assets, with a midpoint of 0.58 percent.

Repossessed Assets to Assets

The Corporation had repossessed assets of $434,000 at December 31, 2020, representing a ratio to total assets of 0.13 percent, following ratios of repossessed assets to total assets of 0.13 percent and 0.04 percent at December 31, 2019, and December 31, 2018, respectively. National and regional averages were 0.08 percent and 0.26 percent, respectively, for publicly traded thrift institutions.

The range for the repossessed assets to total assets parameter is 0.20 percent of assets or less with a midpoint of 0.10 percent.

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Loans Loss Reserves to Assets

The Corporation had an allowance for loan losses of $2,361,000, representing a loan loss allowance to total assets ratio of 0.71 percent at December 31, 2020, which was lower than its 0.74 percent ratio at December 31, 2019, and similar to its 0.71 percent ratio at December 31, 2018.

The loan loss allowance to assets parameter range used for the selection of the comparable group required a minimum ratio of 0.15 percent of assets.

THE COMPARABLE GROUP

With the application of the parameters previously identified and applied, the final comparable group represents ten institutions identified in Exhibits 33, 34 and 35. The comparable group institutions range in size from $328.2 million to $1.89 billion with an average asset size of $1.1 billion and have an average of 12.0 offices per institution. Three of the comparable group institutions are in Pennsylvania, two are in Indiana, with one each in California, Louisiana, Minnesota, Illinois, and Maryland, and all ten are traded on NASDAQ.

The comparable group institutions as a unit have a ratio of equity to assets of 10.34 percent, which is 11.3 percent lower than all publicly traded thrift institutions in the United States; and for the most recent four quarters indicated a core return on average assets of 0.80 percent, higher than all publicly traded thrifts at 0.75 percent and higher than all publicly traded Alabama thrifts at 0.07 percent.

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IV. ANALYSIS OF FINANCIAL PERFORMANCE

This section reviews and compares the financial performance of the Corporation to all publicly traded thrifts, to publicly traded thrifts in the Southeast region and to Alabama thrifts, as well as to the ten institutions constituting the Corporation’s comparable group, as selected and described in the previous section. The comparative analysis focuses on financial condition, earning performance and pertinent ratios as presented in Exhibits 36 through 41.

As presented in Exhibits 37 and 38, at December 31, 2020, the Corporation’s total equity of 17.16 percent of assets was higher than the comparable group at 10.34 percent, all thrifts at 11.66 percent, Southeast thrifts at 11.00 percent and the Alabama thrift at 10.93 percent. The Corporation had a 69.95 percent share of net loans in its asset mix, higher than the comparable group at 63.51 percent, higher than all thrifts at 69.69 percent, higher than the Alabama thrift at 57.38 percent and higher than Southeast thrifts at 63.37 percent. The Corporation’s modestly higher share of net loans and higher 23.91 percent share of cash and investments reflects its much lower 0.87 percent share of mortgage-backed securities. The comparable group had a lower 17.55 percent share of cash and investments and a higher 11.29 percent share of mortgage-backed securities. All thrifts had 6.86 percent of assets in mortgage-backed securities and 14.79 percent in cash and investments. The Corporation’s 65.47 percent share of deposits was lower than the comparable group, all thrifts, Southeast thrifts and the Alabama thrift, reflecting the Corporation’s higher share of borrowed funds of 16.14 percent and higher share of equity of 17.16 percent. As ratios to assets, the comparable group had deposits of 76.20 percent and borrowings of 13.65 percent. All thrifts averaged a 77.75 percent share of deposits and 9.70 percent of borrowed funds, while Southeast thrifts had an 82.21 percent share of deposits and a 6.56 percent share of borrowed funds. The Alabama thrift had an 88.15 percent share of deposits and a zero percent share of borrowed funds. The Corporation had zero percent in goodwill and intangible assets, compared to 0.21 percent for the comparable group, 0.71 percent for all thrifts, 0.17 percent for Southeast thrifts and zero percent for the Alabama thrift.

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Analysis of Financial Performance (cont.)

Operating performance indicators are summarized in Exhibits 39, 40 and 41 and provide a synopsis of key sources of income and key expense items for the Corporation in comparison to the comparable group, all thrifts, and regional thrifts for the trailing four quarters.

As shown in Exhibit 41, for the year ended December 31, 2020, the Corporation had a yield on average interest-earning assets exceeding the comparable group and higher than Southeast thrifts and the Alabama thrift. The Corporation’s yield on interest-earning assets was 4.82 percent compared to the comparable group at 3.82 percent, with all thrifts at 4.10 percent, Southeast thrifts at 4.14 percent and the Alabama thrift at 4.02 percent.

The Corporation’s cost of funds for the year ended December 31, 2020, was higher than the comparable group, all thrifts, Southeast thrifts and the Alabama thrift. The Corporation had an average cost of interest-bearing liabilities of 1.18 percent compared to 1.17 percent for the comparable group, 1.10 percent for all thrifts, 1.18 percent for Southeast thrifts and 0.63 percent for the Alabama thrift. The Corporation’s yield on interest-earning assets and interest cost resulted in a net interest spread of 3.64 percent, which was higher than the comparable group at 2.65 percent, higher than all thrifts at 3.00 percent, higher than Southeast thrifts at 3.17 percent and the Alabama thrift at 3.40 percent. The Corporation generated a net interest margin of 3.85 percent for the year ended December 31, 2020, based on its ratio of net interest income to average interest-earning assets, which was higher than the comparable group ratio of 2.95 percent. All thrifts averaged a lower 3.22 percent net interest margin for the trailing four quarters, with Southeast thrifts at 3.30 percent and the Alabama thrift at a lower 3.43 percent.

The Corporation’s major source of earnings is interest income, as indicated by the operations ratios presented in Exhibit 40. The Corporation had $152,000 in provision for loan losses during the year ended December 31, 2020, representing 0.05 percent of average assets. The average provision for loan losses for the comparable group was 0.26 percent, with all thrifts at 0.27 percent, Southeast thrifts at 0.18 percent and the Alabama thrift at (0.17) percent.

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Analysis of Financial Performance (cont.)

The Corporation’s total noninterest income was $1,449,000 or 0.46 percent of average assets for the year ended December 31, 2020. Such a ratio of noninterest income to average assets was lower than the comparable group at 1.45 percent, and lower than all thrifts at 0.88 percent, Southeast thrifts at 0.72 percent and the Alabama thrift at 0.41 percent. For the year ended December 31, 2020, the Corporation’s operating expense ratio was 2.57 percent of average assets, lower than the comparable group at 2.90 percent, lower than all thrifts at 2.85 percent, Southeast thrifts at 2.91 percent, and the Alabama thrift at 3.82 percent.

The overall impact of the Corporation’s income and expense ratios is reflected in its net income and return on assets. For the year ended December 31, 2020, the Corporation had a net ROAA of 1.13 percent and an identical core ROAA of 1.13 percent. For its most recent four quarters, the comparable group had a lower net ROAA of 0.88 percent and a core ROAA of 0.80 percent. All publicly traded thrifts averaged a lower net ROAA of 0.76 percent and 0.75 percent core ROAA, with Southeast thrifts a 0.54 percent net ROAA and a 0.50 percent core ROAA. The twelve month net ROAA for the one Alabama thrift was (0.06) percent and their core ROAA was 0.07 percent.

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V. MARKET VALUE ADJUSTMENTS

This is a conclusive section where adjustments are made to determine the pro forma market value or appraised value of the Corporation based on a comparison of Cullman with the comparable group. These adjustments will take into consideration such key items as earnings performance, primary market area, financial condition, asset and deposit growth, dividend payments, subscription interest, liquidity of the stock to be issued, management, and market conditions or marketing of the issue. It must be noted that all of the institutions in the comparable group have their differences among themselves and relative to the Bank, and, as a result, such adjustments become necessary.

EARNINGS PERFORMANCE

In analyzing earnings performance, consideration was given to net interest income, the amount and volatility of interest income and interest expense relative to changes in market area conditions and to changes in overall interest rates, the quality of assets as it relates to the presence of problem assets which may result in adjustments to earnings due to provisions for loan losses, the balance of current and historical nonperforming assets and real estate owned, the balance of valuation allowances to support any problem assets or nonperforming assets, the amount and volatility of noninterest income, and the amount and ratio of noninterest expenses. The earnings performance analysis was based on the Bank’s respective net and core earnings for the year ended December 31, 2020, with comparisons to the core earnings of the comparable group, all thrifts and other geographical subdivisions.

As discussed earlier, the Bank has experienced increases in its assets in each of the past four fiscal years, with loans increasing in only two of the past four years and deposits increasing in three of the past four years. The Bank has experienced higher earnings in each of the past five years and is focused on controlling operating expenses; increasing noninterest income; maintaining its net interest margin; monitoring and strengthening its ratio of interest sensitive assets relative to interest sensitive liabilities, thereby maintaining its overall interest rate risk; and

49

Earnings Performance (cont.)

maintaining adequate allowances for loan losses to reduce the impact of any charge-offs. Historically, the Bank has been characterized with a modestly higher yield on earning assets and a higher cost of funds, resulting in a modestly higher net interest spread, which has been similar to or above industry averages, and higher than its comparable group, with a higher net interest margin, with the trend experiencing a decrease over the past two years. Its 3.85 percent net interest margin for the year ended December 31, 2020, was higher than the industry average of 3.22 percent and higher than the comparable group average of 2.95 percent. During its past two years ended December 31, 2020, Cullman’s ratio of interest expense to interest-bearing liabilities has increased modestly from 110.0 percent in 2018 to 112.0 percent in 2019, and then to 118.0 percent in the year ended December 31, 2020. The Bank’s ratio was higher than the average of 103.0 percent for the comparable group and higher than the average of 106.0 percent for all thrifts. Following the conversion, the Bank will strive to control its operating expenses, strive to improve its net interest margin, increase its noninterest income, gradually increase its net income, increase its return on assets, continue to control its lower balance of nonperforming and classified assets, and closely monitor its interest rate risk.

From December 31, 2019, to December 31, 2020, two of the Bank’s seven categories of loans, excluding PPP loans, experienced increases in their balances, with commercial real estate loans increasing the most. Commercial real estate loans increased by $3.7 million or 5.0 percent, from December 31, 2019, to December 31, 2020. Multi-family loans increased by $327,000 or 7.2 percent from December 31, 2019, to December 31, 2020. One- to four-family loans decreased by $12.6 million or 9.9 percent, and commercial loans decreased by $8.2 million or 28.8 percent. Overall, the Bank’s lending activities resulted in a total loan decrease of $16.7 million or 6.7 percent and a net loan decrease of $17.0 million or 6.8 percent from December 31, 2019, to December 31, 2020.

The impact of Cullman’s primary lending efforts has been to generate a yield on average interest-earning assets of 4.82 percent for the year ended December 31, 2020, compared to a lesser 3.82 percent for the comparable group, 4.10 percent for all thrifts and a lower 4.02 percent

50

Earnings Performance (cont.)

for the Alabama thrift. The Bank’s ratio of interest income to average assets was 4.50 percent for the year ended December 31, 2020, higher than the comparable group at 3.61 percent, all thrifts at 3.78 percent and higher than the Alabama thrift at 3.72 percent.

Cullman’s 1.18 percent cost of interest-bearing liabilities for the year ended December 31, 2020, was slightly higher than the comparable group at 1.17 percent, higher than all thrifts at 1.10 percent, higher than Southeast thrifts at 0.97 percent and higher than the Alabama thrift at 0.63 percent. The Bank’s resulting net interest spread of 3.64 percent for the year ended December 31, 2020, was higher than the comparable group at 2.15 percent, higher than all thrifts at 3.00 percent, higher than Southeast thrifts at 3.17 percent and higher than the Alabama thrift at 3.40 percent. The Bank’s net interest margin of 3.85 percent, based on average interest-earning assets for the year ended December 31, 2020, was higher than the comparable group at 2.95 percent, higher than all thrifts at 3.22 percent, higher than Southeast thrifts at 3.30 percent and higher than the Alabama thrift 3.43 percent.

The Bank’s ratio of noninterest income to average assets was 0.46 percent for the year ended December 31, 2020, which was moderately lower than the comparable group at 1.45 percent, lower than all thrifts at 0.88 percent, Southeast thrifts at 0.72 percent and higher than the Alabama thrift at 0.41 percent.

The Bank’s operating expenses were lower than the comparable group, and lower than all thrifts, Southeast thrifts, and the Alabama thrift. For the year ended December 31, 2020, Cullman had an operating expenses to assets ratio of 2.57 percent compared to 2.90 percent for the comparable group, 2.85 percent for all thrifts, 2.91 percent for Southeast thrifts and 3.82 percent for the Alabama thrift. Cullman had a higher 64.3 percent efficiency ratio for the year ended December 31, 2020, compared to the comparable group with an efficiency ratio of 67.8 percent. The efficiency ratio for all publicly traded thrifts was 59.7 percent for the most recent year.

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Earnings Performance (cont.)

For the year ended December 31, 2020, Cullman generated a lower ratio of noninterest income, a lower ratio of noninterest expenses and a modestly higher net interest margin relative to its comparable group. The Bank had a 0.05 percent provision for loan losses during the year ended December 31, 2020, compared to the comparable group at 0.20 percent of assets, all thrifts at 0.27 percent and Southeast thrifts at 0.18 percent. The Bank’s allowance for loan losses to total loans of 1.01 percent was lower than the comparable group and lower than all thrifts. The Bank’s 424.64 percent ratio of reserves to nonperforming assets was similar to the comparable group at 415.46 percent and higher than all thrifts at 373.62 percent and lower than Southeast thrifts at 629.15 percent.

As a result of its operations, the Bank’s net and core income for the year ended December 31, 2020, were higher than the comparable group. The Bank had a return on average assets of 1.13 percent for the year ended December 31, 2020, and a return on average assets of 1.26 percent and 1.33 percent in 2019 and 2018, respectively. The Bank’s core return on average assets was an identical 1.13 percent for the year ended December 31, 2020, as detailed in Exhibit 7. For their most recent four quarters, the comparable group had a modestly lower net ROAA of 0.88 percent and a lower core ROAA of 0.80 percent, while all thrifts indicated a lower net ROAA and lower core ROAA of 0.76 percent and 0.75 percent, respectively. Southeast thrifts indicated a net ROAA of 0.54 percent and a core ROAA of 0.50 percent.

Following its conversion, Cullman’s earnings will continue to be dependent on a combination of the overall trends in interest rates, the consistency, reliability and variation of its noninterest income, overhead expenses and its asset quality and its future needs for provisions for loan losses. Earnings are projected to represent a higher 1.15 percent in fiscal 2021 followed by earnings based on ROAA of 1.18 percent in 2022 and 1.19 percent in 2023. The Bank’s ratio of noninterest income to average assets decreased slightly in 2020 and has consistently been below industry averages. Overhead expenses to assets indicated a modest decrease during the past year and are projected to continue to remain lower as a ratio.

52

Earnings Performance (cont.)

In recognition of the foregoing earnings related factors, considering Cullman’s historical and current performance measures, as well as Business Plan projections, a modest upward adjustment has been made to the Corporation’s pro forma market value for earnings performance.

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MARKET AREA

Cullman’s market area is focused on Cullman County in Alabama. Population increased slightly in Cullman County from 2000 to 2010 as did the number of households. The 2010 per capita income and median household income levels in Cullman County were lower than both state and national levels, while the per capita and median household income levels did increase through 2010 to a level still below the state level. Cullman County’s unemployment rates have been lower than both Alabama’s and the United States’ rates. According to the 2010 Census, the median housing value in Cullman County was well below the national median and remained well below both state and national levels through 2020.

The Corporation holds deposits of 100.0 percent of all thrift deposits in the county as of June 30, 2020, but this represents a smaller 10.7 percent share of the total deposit base of approximately $2.0 billion.

In recognition of the foregoing factors, we believe that a downward adjustment is warranted for the Bank’s market area.

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FINANCIAL CONDITION

The financial condition of Cullman is discussed in Section I and shown in Exhibits 1, 2, 5, and 12 through 20, and is compared to the comparable group in Exhibits 36, 37, and 38. The Corporation’s ratio of total equity to total assets was 17.16 percent at December 31, 2020, which was higher than the comparable group at 10.34 percent, all thrifts at 11.66 percent and Southeast thrifts at 11.00 percent. Based on the second stage offering completed at the midpoint of the valuation range, the Corporation’s pro forma equity to assets ratio will increase to 21.50 percent and the Bank’s pro forma equity to assets ratio will increase to 19.38 percent.

The Bank’s mix of assets and liabilities indicates both similarities to and variations from its comparable group. Cullman had a slightly higher 69.95 percent ratio of net loans to total assets at December 31, 2020, compared to the comparable group at 63.51 percent. All thrifts indicated a similar 69.69 percent, with Southeast thrifts at a lower 63.37 percent. The Bank’s 23.91 percent share of cash and investments was higher than the comparable group at 17.55 percent, while all thrifts were at 14.79 percent and Southeast thrifts were at 21.64 percent. Cullman’s 0.87 percent ratio of mortgage-backed securities to total assets was lower than the comparable group at 11.29 percent and lower than all thrifts at 6.86 percent and lower than Southeast thrifts at 7.62 percent.

The Bank’s 65.47 percent ratio of deposits to total assets was lower than the comparable group at 76.20 percent, lower than all thrifts at 77.75 percent and lower than Southeast thrifts at 82.21 percent. Cullman’s lower ratio of deposits was due to its higher share of equity. Cullman had a higher equity to asset ratio of 17.16 percent, compared to the comparable group at 10.34 percent of total assets, with all thrifts at 11.66 percent and Southeast thrifts at 11.00 percent. Cullman had a higher share of borrowed funds to assets of 16.14 percent at December 31, 2020, higher than the comparable group at 13.65 percent and higher than all thrifts at 9.70 percent and Southeast thrifts at 6.56 percent. In 2020, total deposits increased by $28.1 million or 14.9 percent. During 2019, Cullman’s deposits decreased by $1.1 million or 0.6 percent from $190.0 million to $159.9 million.

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Financial Condition (cont.)

Cullman had zero percent in goodwill and intangible assets and had a higher 0.13 share of repossessed real estate at December 31, 2020. The Bank had repossessed real estate of $34,000 or 0.13 percent of assets at December 31, 2020. This compares to ratios of 0.21 percent for goodwill and intangible assets and 0.05 percent for real estate owned, for the comparable group. All thrifts had a goodwill and intangible assets ratio of 0.71 percent and a real estate owned ratio of 0.08 percent.

The financial condition of Cullman has not been impacted by its lower balance of nonperforming assets which totaled $566,000 or 0.17 percent of total assets at December 31, 2020, compared to a higher 0.59 percent for the comparable group, 0.64 percent for all thrifts, 0.70 percent for Southeast thrifts and 1.98 percent for the Alabama thrift. The Bank’s ratio of nonperforming assets to total assets was a higher 0.18 percent at December 31, 2019, and a higher 0.21 percent at December 31, 2018.

At December 31, 2020, Cullman had $2,361,000 of allowances for loan losses, which represented 0.71 percent of assets and 1.01 percent of total loans. The comparable group indicated higher allowance ratios, relative to assets and relative to loans, equal to 0.76 percent of assets and 1.11 percent of total loans, while all thrifts had allowances relative to assets and loans that averaged a higher 0.84 percent of assets and a lower 1.13 percent of total loans. Also of major importance is an institution’s ratio of allowances for loan losses to nonperforming assets, since a portion of nonperforming assets might eventually be charged off. Cullman’s $2,361,000 of allowances for loan losses represented 424.64 percent of nonperforming assets at December 31, 2020, compared to the comparable group’s similar 415.46 percent, with all thrifts at 373.62 percent, Southeast thrifts at 629.15 percent and the Alabama thrift’s ratio at 114.25 percent. Cullman’s ratio of net charge-offs to average total loans was zero percent for the year ended December 31, 2020, compared to a higher 0.03 percent for the comparable group, 0.05 percent for all thrifts and zero percent for Southeast thrifts.

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Financial Condition (cont.)

Cullman has a modest level of interest rate risk. The change in the Bank’s EVE level at December 31, 2020, reflecting the most current information available, based on a rise in interest rates of 100 basis points was a 1.2 percent decrease, representing a dollar decrease in equity value of $702,000. The Bank’s exposure increases to a 3.5 percent decrease in its NPV level under a 200 basis point rise in rates, representing a dollar decrease in equity of $2,047,000. The Bank’s post shock EVE ratio at December 31, 2020, assuming a 200 basis point rise in interest rates was 17.66 percent and indicated a 21 basis point increase from its 17.45 percent based on no change in interest rates.

Compared to the comparable group, with particular attention to the Bank’s higher share of equity, lower share of nonperforming assets, normal share of allowance for loan loss to loans and higher share to nonperforming assets, we believe that a modest upward adjustment is warranted for Cullman’s current financial condition.

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ASSET, LOAN AND DEPOSIT GROWTH

During its most recent two fiscal years, Cullman has been characterized by a moderate increase in assets, a modest decrease in loans, and a moderate increase in deposits. The Bank’s average annual asset change from December 31, 2018, to December 31, 2020, was 6.48 percent. This increase compares to a higher 7.4 percent increase for the comparable group, a similar 6.34 percent for all thrifts, and a higher 9.1 percent for Southeast thrifts. The Bank’s moderate increase in assets is greater than its change in net loans during the period of an average decrease of 2.3 percent with a strong increase in cash and investments of an annual 76.1 percent. Cullman’s deposits indicate an average annual increase of 5.65 percent from December 31, 2018, to December 31, 2020, compared to average growth rates of 10.2 percent for the comparable group, 7.9 percent for all thrifts and 11.2 percent for Southeast thrifts.

Cullman’s deposits indicated a moderate increase of 14.9 percent from December 31, 2019 to 2020, representing an annual growth rate of 7.4 percent. Annual deposit change was growth rates of 7.2 percent for the comparable group, 6.8 percent for all thrifts and 9.7 percent for Southeast thrifts. The Bank had $53.5 million in borrowed funds or 16.14 percent of assets at December 31, 2020, compared to the comparable group at 13.65 percent and also had a slightly lower $51.5 million in borrowed funds at December 31, 2019, or a higher 17.2 percent of assets.

In response to its higher deposit increase, recently, the Bank grew modestly in 2019 and moderately in 2020, and considering the demographics, competition and deposit base trends in its market area, the Bank’s ability to increase its asset, loan and deposit bases in the future is significantly dependent on its capital position combined with its ability to increase its market share by competitively pricing its loan and deposit products, maintaining a high quality of service to its customers and strengthening its loan origination activity, all impacted by the Bank’s performance by the senior management team. Cullman’s primary market area county experienced minimal increases in population and households from 2000 to 2010, while Alabama experienced moderate increases. The market area county also indicated 2010 per capita income

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Asset, Loan and Deposit Growth (cont.)

below that of Alabama and the United States, and the median household income level in the market area county was also moderately below Alabama and well below the United States. In 2010, the median housing value in the market area county was much lower than that of Alabama and also much lower than that of the United States, and the median rent level was also lower than both state and national levels.

The total deposit base in the market area county increased by 4.2 percent from June 30, 2019, to June 30, 2020; and during that period, the number of financial institution offices in the county decreased by one office. From June 30, 2019, to June 30, 2020, Cullman’s deposit market share in its market area county decreased slightly, from 11.8 percent in 2019 to 10.7 percent in 2020.

Based on the foregoing factors, we have concluded that a moderate downward adjustment to the Corporation’s pro forma value is warranted for asset, loan and deposit growth.

DIVIDEND PAYMENTS

The Corporation paid dividends of $830,000 or $0.34 per share in 2020. The payment of cash dividends will likely continue in the future based upon such factors as earnings performance, financial condition, capital position, growth, asset quality and regulatory limitations. Eight of the ten institutions in the comparable group paid cash dividends during the most recent year for an average dividend yield of 1.64 percent and an average payout ratio of 19.03 percent. During that twelve month period, the average dividend yield for all thrifts was a higher 2.52 percent with a payout ratio of 27.81 percent.

In our opinion, a minimal downward adjustment to the pro forma market value of the Corporation is warranted related to dividend payments.

59

SUBSCRIPTION INTEREST

In 2020, investors’ interest in new issues was somewhat volatile in early 2020 due to the COVID-19 and then improved later in 2020. Such interest is related to the volatile economic conditions and downturn in financial institution stock prices, which could be further challenged in the future due to the current interest rate environment and the compression of net interest margin. The selective and conservative reaction of IPO investors appears generally to be related to a number of analytical, economic and market-related factors, including the financial performance and condition of the converting thrift institution, the strength and trend of the local economy, housing market conditions, general market conditions for financial institution stocks and stocks overall, aftermarket price trends and the expectation of merger/acquisition activity in the thrift industry.

Cullman will direct its offering initially to depositors and residents in its market area. The board of directors and officers anticipate purchasing $3.5 million or 10.7 percent of the stock offered to the public based on the appraised midpoint valuation and the 40.7 percent minority offering. The Bank will form an ESOP, which plans to purchase 8.0 percent of the total shares issued in the conversion, excluding any additional shares remaining from the first stage conversion.

The Bank has secured the services of Raymond James to assist in the marketing and sale of the conversion stock.

Based on the size of the offering, recent banking conditions, current market conditions, historical local market interest, the terms of the offering, and recent subscription levels for conversions, we believe that a moderate downward adjustment is warranted for the Bank’s anticipated subscription interest.

60

LIQUIDITY/MARKETABILITY OF THE STOCK

The Corporation will offer its shares through a subscription and community offering with the assistance of Raymond James. The stock of the Corporation will be traded on the NASDAQ Capital Market.

The Bank’s total public offering is considerably smaller in size than the average market value of the comparable group. The comparable group has an average market value of $100.5 million for the stock outstanding compared to a midpoint public offering of $32.6 million for the Corporation, less the ESOP and the estimated to be 350,000 shares purchased by officers and directors, resulting in shares sold of just 2,910,000 or $29.1 million. The Corporation’s public market capitalization will be approximately 32.4 percent of the size of the public market capitalization of the comparable group. Of the ten institutions in the comparable group, all trade on Nasdaq with those ten institutions indicating an average daily trading volume of over 4,748 shares during the last four quarters.

The comparable group has an average of 4,783,810 shares outstanding compared to 5,600,000 shares outstanding for the Corporation based on the midpoint valuation and including the exchange shares.

Based on the lower daily trading volume relative to the Corporation, we have concluded that a modest downward adjustment to the Corporation’s pro forma market value is warranted relative to the liquidity of its stock.

61

MANAGEMENT

The president and chief executive officer of Cullman is John A. Riley, III, who is also a director. Mr. Riley became president and chief executive officer in May 2006, having previously served the Bank as a loan officer since 1993. Ms. T’aira Ugarkovich is executive vice president and director of lending of the Bank. Previously, Ms. Ugarkovich was the Bank’s chief credit officer. Ms. Ugarkovich is a 2017 graduate from Alabama Banking School. Ms. Ugarkovich has 13 years of banking experience. Prior to working at Cullman Savings Bank, Ms. Ugarkovich was a credit officer for four years and treasury management officer for two years at Progress Bank. Ms. Katrina Stephens is senior vice president and is the chief financial officer, positions she has held since 2015. Ms. Stephens is a 2018 graduate from Alabama Banking School. Ms. Stephens was previously a senior level internal auditor at Regions Bank, where she began working in 2011. Prior to Regions, Ms. Stephens worked as a senior external auditor at Pricewaterhouse Coopers, where she begin working in 2007.

During its most recent fiscal year, Cullman has experienced a decrease in its net interest margin, typical of the industry, experienced a decrease in noninterest income and reduced its noninterest expenses to assets. The Bank did experience a decrease in its yield on earning assets, partially offset by a decrease in its cost of funds in 2020. The Bank experienced an ROAA of 1.13 percent in 2020, impacted by lower net interest income. The Bank’s stronger asset quality position remained stable in 2019 and 2020, with nonperforming assets decreasing from 0.18 percent in 2019 to 0.13 percent in 2020. The Bank has also slightly strengthened its lending activity from 2016 to 2020. The Bank’s management team is confident that the Bank is positioned for continued loan growth and improved profitability following its second stage offering.

Overall, we believe the Bank to be professionally and knowledgeably managed, as are the comparable group institutions. It is our opinion that no adjustment to the pro forma market value of the Corporation is warranted for management.

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MARKETING OF THE ISSUE

The necessity to build a new issue discount into the stock price of a new conversion continues to be a closely examined issue in recognition of uncertainty among investors as a result of the thrift industry’s continued high level of competition, dependence on interest rate trends, volatility in the stock market, especially today, due to COVID-19, speculation on future changes, current legislation related to the regulation of financial institutions and their ability to generate selected income.

We believe that a new issue discount applied to the price to book valuation approach is appropriate and necessary in this offering and particularly in light of COVID-19. In our opinion, recent market trends, including the recent pricing decreases for several of the most recent conversions, cause us to conclude that a moderate new issue discount is warranted in the case of this offering. Consequently, at this time we have made a moderate downward adjustment to the Corporation’s pro forma market value related to a new issue discount.

63

VI. VALUATION METHODS

Introduction

As indicated in Section 3 of this Appraisal, in order to moderate the differences among the ten comparable group companies, we will derive their pricing ratios on a fully converted basis by applying pro forma second stage conversion assumptions to their current financial structure. Our application to the Corporation of the market value adjustments relative to the comparable group determined in Section 4 will be the basis for the pro forma market value of the Corporation on a fully converted basis, pursuant to regulatory guidelines.

Valuation Methods

Historically, the method most frequently used by this firm to determine the pro forma market value of common stock for thrift institutions has been the price to book value ratio method, due to the volatility of earnings in the thrift industry. As earnings in the thrift industry have decreased in 2020, along with market prices for financial institution stocks, less attention has been given to the price to core earnings method in 2020, considering decreases in bank stock prices during 2020. During the past two years, however, as fluctuating earnings have increased, with much lower interest rates having varying effects on the earnings of individual institutions, depending on the nature of their operations, the price to book value method has continued to be the valuation focus and more meaningful to the objective of discerning commonality and comparability among institutions. In our opinion, the price to book value method is the appropriate method upon which to place primary emphasis in determining the pro forma market value of the Corporation. Additional analytical and correlative attention will be given to the price to core earnings method and the price to assets method.

In applying each of the valuation methods, consideration was given to the adjustments to the Corporation’s pro forma market value discussed in Section V. Downward adjustments were

64

Valuation Methods (cont.)

made for the Bank’s market area, stock liquidity, dividends, subscription interest and for the marketing of the issue. No adjustments were made for management and asset, loan and deposit growth. Modest upward adjustments were made for the Bank’s earnings and financial condition.

Valuation Range

In addition to the pro forma market value, we have defined a valuation range. The pro forma market value or appraised value will also be referred to as the “midpoint value,” with the remaining points in the valuation range based on the number of shares offered to the public. The number of public shares at the minimum will be 15 percent less than at the midpoint; and increasing at the maximum to 15 percent over the midpoint.

Price to Book Value Method

In the valuation of thrift institutions, the price to book value method focuses on an institution’s financial condition. Exhibit 43 shows the average and median price to book value ratios for the comparable group, which were 89.47 percent and 87.53 percent, respectively. The comparable group indicated a moderate range, from a low of 74.60 percent to a high of 103.67 percent. The comparable group had modestly higher average and median price to tangible book value ratios of 93.79 percent and 93.31 percent, respectively, with a range of 75.48 percent to 115.08 percent. Excluding the low and the high in the group, the comparable group’s price to book value range narrowed slightly from a low of 80.69 percent to a high of 102.41 percent; and the comparable group’s price to tangible book value range narrowed slightly from a low of 80.84 percent to a high of 103.94 percent.

65

Price to Book Value Method (cont.)

The Corporation’s book value was $56,875,000 and its tangible book value was an identical $56,875,000 at December 31, 2020. In addition, the valuation recognized the Corporation’s $2,634,151 in assets held at the mutual holding company as part of the total equity in determining its valuation and valuation ratios.

Considering the foregoing factors in conjunction with the adjustments made in Section V, we have determined a fully converted pro forma price to book value ratio of 64.56 percent and a corresponding fully converted price to tangible book value ratio of 64.56 percent at the midpoint. The fully converted price to book value ratio decreases to 57.74 percent at the minimum then increases to 70.77 percent at the maximum, and to 77.16 percent at the super maximum, while the fully converted price to tangible book value ratio increases from 57.74 percent at the minimum to 77.16 percent at the super maximum.

The Corporation’s fully converted pro forma price to book value ratio of 64.56 percent at the midpoint, as calculated using the prescribed formulary computation indicated in Exhibit 44, is influenced by the Bank’s capitalization and local markets, reduced subscription interest in thrift stocks and overall market and economic conditions. Further, the Corporation’s ratio of equity to assets after the completion of the second stage offering at the midpoint of the valuation range will be approximately 24.09 percent compared to 10.34 percent for the comparable group.

Price to Core Earnings Method

The foundation of the price to core earnings method is the determination of the core earnings base to be used, followed by the calculation of an appropriate price to core earnings multiple. The Corporation’s after tax core earnings for the year ended December 31, 2020, was $3,546,000 (reference Exhibit 7) and its net earnings was an identical $3,546,000 for that period. To opine the pro forma market value of the Corporation using the price to core earnings method, we applied the core earnings base of $3,546,000.

66

Price to Core Earnings Method (cont.)

In determining the fully converted price to core earnings multiple, we reviewed the ranges of the price to core earnings and price to net earnings multiples for the comparable group and all publicly traded thrifts. As indicated in Exhibit 43, the average price to core earnings multiple for the comparable group was 19.55, while the median was a lower 14.38. The average price to net earnings multiple was 11.53, and the median multiple was 11.55. The range of the price to core earnings multiple for the comparable group was from a low of 4.54 to a high of 78.95. The range in the price to core earnings multiple for the comparable group, excluding the high and low ranges, was from a low multiple of 9.16 to a high of 18.08 times earnings for eight of the ten institutions in the group, indicating a significant narrowing of the range and normal range.

Consideration was given to the adjustments to the Corporation’s pro forma market value discussed in Section V. In recognition of those adjustments, we have determined a fully converted price to core earnings multiple of 16.13 at the midpoint, based on the Corporation’s core earnings of $3,54600 for the year ended December 31, 2020. The Corporation’s fully converted core earnings multiple of 16.13 is equal to its net earnings multiple of 16.13.

Price to Assets Method

The final valuation method is the price to assets method. This method is not frequently used, since the calculation incorporates neither an institution’s equity position nor its earnings performance. Additionally, the prescribed formulary computation of value using the pro forma price to net assets method does not recognize the runoff of deposits concurrently allocated to the purchase of conversion stock or incorporate any adjustment for intangible assets, returning a pro forma price to assets ratio below its true ratio following conversion.

Exhibit 45 indicates that the average price to assets ratio of the comparable group was 9.24 percent, and the median was a lower 9.17 percent. The range in the price to assets ratios for the comparable group varied from a low of 13.37 percent to a high of 20.08 percent. The

67

Price to Assets Method (cont.)

range narrows slightly with the elimination of the two extremes in the group to a low of 8.26 percent and a high of 10.02 percent.

Consistent with the previously noted adjustments, it is our opinion that an appropriate price to assets ratio for the Corporation is 15.54 percent at the midpoint, recognizing the Corporation’s much higher equity ratio, with the price to assets range of a low of 13.37 percent at the minimum to 20.08 percent at the super maximum.

Valuation Conclusion

Exhibits 43 through 50 present the pro forma valuation analysis and conclusions, pricing ratios, use of offering proceeds and a summary of the valuation premiums or discounts relative to the three valuation approaches based on the Corporation as fully converted.

Exhibit 50 presents the discounts or premiums of the Corporation’s fully converted pricing ratios relative to those of the comparable group. Based on the Corporation’s fully converted price to book value ratio and its equity of $59,509,151 including the mutual holding company assets at December 31, 2020, the Bank’s price to book value ratio of 64.56 percent represents a midpoint discount relative to the comparable group of 27.84 percent. The Corporation’s fully converted price to core earnings multiple of 16.13 represents midpoint discount relative to the comparable group of 17.49 percent. Recognizing the Corporation’s December 31, 2020, asset base of $361,250,825 including the mutual holding company assets, the Bank’s price to assets ratio of 15.54 percent represents a midpoint premium relative to the comparable group of 68.18 percent.

68

Valuation Conclusion (cont.)

As presented in Exhibit 45, the fully converted pro forma valuation range of the Corporation is from a minimum of $47,600,000 or 4,760,000 shares at $10.00 per share to a maximum of $64,400,000 or 6,440,000 shares at $10.00 per share, with a maximum, as adjusted, of $74,060,000 or 7,406,000 shares at $10.000 per share. Exhibit 44 also presents in detail the total number of shares to be issued at each valuation range and the respective number of shares issued to the mutual holding company, the public and the foundation.

It is our opinion that, as of February 12, 2021, the pro forma market value of the Corporation was $56,000,000 at the midpoint, representing a total of 5,600,000 shares at $10.00 per share, including 3,259,872 shares or 58.2 percent of the total shares offered to the public, 112,000 shares or 2.0 percent of the shares given to the foundation, and 2,228,128 shares or 39.8 percent of the total shares issued to the existing public shareholders.

69

EXHIBITS

NUMERICAL

EXHIBITS

EXHIBIT 1

CULLMAN BANCORP, INC.

Cullman, Alabama

Balance Sheet

At December 31, 2020

($000)

	At December 31, 2020
ASSETS
Cash and cash equivalents	$	3,136
Federal funds sold		57,225
Cash and cash equivalents		60,361
Securities available-for-sale		18,875
Loans, net of allowance of $2,361		231,799
Loans held-for-sale		173
Premises and equipment, net		8,576
Foreclosed real estate		434
Accrued interest receivable		1,001
Restricted equity securities		2,541
Bank-owned life insurance		5,657
Other assets		1,979
Total assets	$	331,396
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Deposits:
Noninterest-bearing	$	14,375
Interest-bearing		202,588
Total deposits		216,963
FHLB advances and fed funds purchased		53,500
Long-term debt		—
Accrued interest payable and other liabilities		4,058
Total liabilities		274,521
SHAREHOLDERS’ EQUITY
Common stock, $0.01 par value; 20,000,000 shares authorized 2,449,919 shares outstanding at December 31, 2020		24
Additional paid-in capital		6,687
Retained earnings		49,679
Accumulated other comprehensive income (loss)		542
Unearned ESOP shares, at cost		(57	)
Total shareholders’ equity		56,875
Total liabilities and shareholders’ equity	$	331,396

Source: Cullman Bancorp, Inc.’s unaudited financial statements

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EXHIBIT 2

CULLMAN BANCORP, INC.

Cullman, Alabama

Balance Sheets

At December 31, 2016 2017, 2018 and 2019

($000)

	December 31,
	2019			2018			2017			2016
ASSETS
Cash and cash equivalents	$	3,096		$	3,244		$	4,393		$	2,008
Federal funds sold		3,000			5,250			12,700			5,325
Total cash and cash equivalents		6,096			8,494			17,093			7,333
Securities available-for-sale		23,544			22,920			23,747			22,764
Loans, net of allowance of $2,218, $2,163, $2,070 and $2,113, as of December 31, 2019, 2018, 2017 and 2016, respectively		248,785			242,920			221,348			221,972
Loans held-for-sale		—			135			690			485
Premises and equipment, net		8,538			8,638			9,967			10,290
Foreclosed real estate		386			129			823			1,015
Accrued interest receivable		983			921			896			891
Restricted equity securities		2,452			2,337			2,328			2,514
Bank-owned life insurance		5,506			5,355			5,206			5,057
Deferred tax asset, net		—			942			672			976
Other assets		1,765			601			1,323			744
Total assets	$	298,055		$	293,392		$	284,093		$	274,041
LIABILITIES AND SHAREHOLDERS’ EARNINGS
LIABILITIES
Deposits:
Noninterest-bearing	$	10,450		$	13,490		$	9,716		$	10,799
Interest-bearing		178,438			176,460			174,550			158,849
Total deposits		188,888			189,950			184,266			169,648
FHLB advances and fed funds purchased		51,500			49,000			49,000			54,000
Long-term debt		—			—			679			679
Accrued interest payable and other liabilities		4,272			3,753			3,333			3,124
Total liabilities		244,660			242,703			237,278			227,451
SHAREHOLDERS’ EQUITY
Common stock, $0.01 par value		24			24			24			24
Additional paid-in capital		6,476			7,147			7,061			8,343
Retained earnings		46,964			44,072			40,233			38,831
Accumulated other comprehensive income (loss)		44			(336	)		(204	)		(210	)
Unearned ESOP shares, at cost		(113	)		(218	)		(299	)		(398	)
Total shareholders’ equity		53,395			50,689			46,815			46,590
Total liabilities and shareholders’ equity	$	298,055		$	293,392		$	284,093		$	274,041

Source: Cullman Bancorp, Inc. audited financial statements

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EXHIBIT 3

CULLMAN BANCORP, INC.

Cullman, Alabama

Statement of Income

For the Twelve Months Ended December 31, 2020

	Year Ended December 31, 2020
Interest and dividend income:
Loans, including fees	$	13,468
Securities, taxable		460
Securities, tax exempt		70
Federal funds sold and other		174
Total interest and dividend income		14,172
Interest expense:
Deposits		1,696
Federal Home Loan Bank advances and other borrowings		1,171
Total interest expense		2,867
Net interest income		11,305
Provision for loan losses		152
Net interest income after provision for loan losses		11,153
Noninterest income:
Service charges on deposit accounts		734
Income on bank-owned life insurance		151
Gain on sales of mortgage loans		462
Net gain on sale of foreclosed real estate		2
Other		100
Total noninterest income		1,449
Noninterest expense:
Salaries and employee benefits		5,502
Occupancy and equipment		765
Data processing		549
Professional and supervisory fees		528
Office expense		202
Advertising		87
FDIC deposit insurance		47
Other		419
Total noninterest expense		8,099
Income (loss) before income taxes		4,503
Provision (credit) for income taxes		957
Net income (loss)	$	3,546

Source: Cullman Bancorp, Inc.’s unaudited financial statements

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EXHIBIT 4

CULLMAN BANCORP, INC.

Cullman, Alabama

Statements of Income

Years Ended December 31, 2016, 2017, 2018 and 2019

	December 31,
	2019		2018		2017		2016
Interest and dividend income:
Loans, including fees	$	13,360	$	12,642	$	11,838	$	11,333
Securities		627		622		642		607
Federal funds sold and other		345		409		231		135
Total interest and dividend income		14,332		13,673		12,711		12,075
Interest expense:
Deposits		1,897		1,461		1,215		1,070
Federal Home Loan Bank advances and other borrowings		1,221		1,047		1,172		1,124
Total interest expense		3,118		2,508		2,387		2,194
Net interest income		11,214		11,165		10,324		9,881
Provision for loan losses		55		83		0		294
Net interest income after provision for loan losses		11,159		11,082		10,324		9,587
Noninterest income:
Service charges on deposit accounts		796		772		631		628
Income on bank-owned life insurance		151		149		149		153
Gains on sales of mortgage loans		409		258		392		402
Gain on sale of securities available-for-sale		—		—		—		8
Net gain on sale of foreclosed real estate		13		125		162		—
Other		87		343		240		333
Total noninterest income		1,456		1,647		1,574		1,524
Noninterest expense:
Salaries and employee benefits		5,148		4,763		4,781		4,349
Occupancy and equipment		819		712		973		949
Data processing		648		565		518		476
Professional and supervisory fees		422		427		377		277
Office expense		207		188		183		200
Advertising		176		147		80		172
Loss on Cullman Village		—		458		—
FDIC deposit insurance		37		79		84		106
Net (gains) losses on foreclosed real estate		—		—		34		(1	)
Other		406		505		501		411
Total noninterest expense		7,863		7,844		7,531		6,939
Income before income taxes		4,752		4,885		4,367		4,172
Income tax expense		1,018		1,046		1,787		1,437
Net income	$	3,734	$	3,839	$	2,580	$	2,735

Source: Cullman Bancorp, Inc.’s audited financial statements

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EXHIBIT 5

Selected Financial Information

At December 31, 2016, 2017, 2018, 2019 and 2020

(In thousands)

	At December 31,
	2020		2019		2018		2017		2016
Selected Financial Condition Data:
Total assets	$	331,396	$	298,055	$	293,392	$	284,093	$	274,041
Securities available-for-sale		18,875		23,544		22,920		23,747		22,764
Loans held-for-sale		173		—		135		690		485
Loans receivable, net		231,799		248,785		242,920		221,348		221,972
Premises and equipment, net		8,576		8,538		8,638		9,967		10,290
Foreclosed real estate		434		386		129		823		1,015
Federal Home Loan Bank stock, at cost		2,541		2,452		2,337		2,328		2,514
Bank-owned life insurance		5,657		5,506		5,355		5,206		5,057
Deposits		216,963		188,888		189,950		184,266		169,648
Borrowings		53,500		51,500		49,000		49,000		54,000
Shareholders’ equity		56,875		53,395		50,689		46,815		46,590

Source: Cullman Bancorp, Inc.’s Prospectus

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EXHIBIT 6

Income and Expense Trends

For the Years Ended December 31, 2016, 2017, 2018, 2019 and 2020

	For the Years Ended December 31,
	2020		2019		2018		2017		2016
	(In thousands)
Selected Operating Data:
Interest income	$	14,172	$	14,332	$	13,673	$	12,711	$	12,075
Interest expense		2,867		3,118		2,508		2,387		2,194
Net interest income		11,305		11,214		11,165		10,324		9,881
Provision for loan losses		152		55		83		0		294
Net interest income after provision for loan losses		11,153		11,159		11,082		10,324		9,587
Noninterest income		1,449		1,456		1,647		1,574		1,524
Noninterest expense		8,099		7,863		7,844		7,531		6,939
Income before income tax expense		4,503		4,752		4,885		4,367		4,172
Income tax expense		957		1,018		1,046		1,787		1,437
Net income	$	3,546	$	3,734	$	3,839	$	2,580	$	2,735

Source: Cullman Bancorp Inc.’s Prospectus

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EXHIBIT 7

Cullman Savings Bank

Normalized Earnings Trends

Twelve Months Ended December 31, 2020

	Twelve Months Ended December 31, 2020
	(In thousands)
Net income before taxes	$	4,503
Adjustments:
None		0
Normalized earnings before taxes		4,503
Taxes		(957	)
Normalized earnings after taxes	$	3,546

Source: Cullman Savings Bank’s audited financial statements

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EXHIBIT 8

Performance Indicators

For the Years Ended December 31, 2016, 2017, 2018, 2019 and 2020

	Years Ended December 31,
	2020			2019			2018			2017			2016
Performance Ratios:
Return on average assets		1.13	%		1.26	%		1.33	%		0.92	%		1.06	%
Return on average equity		6.43	%		7.17	%		7.87	%		5.52	%		6.03	%
Interest rate spread (1)		3.54	%		3.74	%		4.06	%		3.92	%		4.05	%
Net interest margin (2)		3.75	%		3.98	%		4.16	%		4.01	%		4.15	%
Noninterest expense to average assets		2.57	%		2.66	%		2.72	%		2.70	%		2.68	%
Efficiency ratio (3)		64.27	%		62.33	%		61.62	%		63.30	%		62.45	%
Average interest-earning assets to average interest-bearing liabilities		1.18	%		1.12	%		1.10	%		1.10	%		1.11	%
Capital Ratios:
Average equity to average assets		17.52	%		17.60	%		16.88	%		16.74	%		17.52	%
Total capital to risk-weighted assets		N/A			22.40	%		21.55	%		22.21	%		20.77	%
Tier 1 capital to risk-weighted assets		N/A			21.41	%		20.55	%		21.16	%		19.71	%
Common equity tier 1 capital to risk-weighted assets		N/A			21.41	%		20.55	%		21.16	%		19.71	%
Tier 1 capital to average assets		15.49	%		15.86	%		15.17	%		14.78	%		14.44	%
Asset Quality Ratios:
Allowance for loan losses as a percentage of total loans		1.01	%		0.89	%		0.88	%		0.92	%		0.94	%
Allowance for loan losses as percentage of nonperforming loans		1788.64	%		1642.96	%		519.95	%		367.02	%		270.90	%
Net (charge-offs) recoveries to average outstanding loans during the year		0.00	%		0.00	%		0.00	%		0.02	%		0.03	%
Nonperforming loans as a percentage of total loans		0.06	%		0.05	%		0.17	%		0.25	%		0.35	%
Nonperforming loans as a percentage of total assets		0.04	%		0.05	%		0.14	%		0.20	%		0.28	%
Total nonperforming assets as a percentage of total assets		0.17	%		0.17	%		0.19	%		0.49	%		0.66	%

⁽¹⁾  Represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities for the year.

⁽²⁾  Represents net interest income as a percent of average interest-earning asset.

⁽³⁾  Represents noninterest expense divided by the sum of net interest income and noninterest income.

Source: Cullman Bancorp, Inc.’s Prospectus

77

EXHIBIT 9

Volume/Rate Analysis

For the Years Ended December 31, 2019 vs. 2020

	Years Ended December 31, 2020 vs. 2019
	Increase (Decrease) Due to
	Volume			Rate			Total
	(Dollars in thousands)
Interest-earning assets:
Loans (excluding PPP loans)	$	(529	)	$	295		$	(234	)
PPP loans		342			—			1
Securities		(75	)		(28	)		(103	)
Federal Home Loan Bank stock		16			(36	)		(20	)
Federal funds sold and other		455			(600	)		(145	)
Total interest-earning assets	$	209		$	(369	)	$	(160	)
Interest-bearing liabilities:
Interest-bearing demand deposits	$	165		$	(206	)	$	(41	)
Regular savings and other deposits		13			(20	)		(7	)
Money market deposits		2			(2	)		0
Certificates of deposits		(62	)		(91	)		(153	)
Total deposits	$	118		$	(319	)	$	(201	)
Federal Home Loan Bank advances and other borrowings		139			(189	)		(50	)
Total interest-bearing liabilities		257			(508	)		(251	)
Change in net interest income	$	(48	)	$	139		$	91

Source: Cullman Bancorp, Inc.‘s Prospectus

78

EXHIBIT 10

Yield and Cost Trends

For the Years Ended December 31, 2019 and 2020

	For the Years Ended December 31,
	2020			2019
	Yield/ Rate			Yield/ Rate
Interest-earning assets:
Loans (excluding PPP loans)		5.54	%		5.41	%
PPP loans		3.77	%		—
Securities		2.59	%		2.73	%
Federal Home Loan Bank stock		4.88	%		6.22	%
Fed funds sold		0.14	%		1.98	%
Total interest-earning assets		4.70	%		5.08	%
Interest-bearing liabilities:
Interest-bearing demand deposits		0.21	%		0.33	%
Regular savings and other deposits		0.24	%		0.30	%
Money market deposits		0.31	%		0.36	%
Certificates of deposit		1.62	%		1.72	%
Total interest-bearing deposits		0.88	%		1.05	%
Federal Home Loan Bank advances and other borrowings		2.08	%		2.41	%
Total interest-bearing liabilities		1.16	%		1.35	%
Net interest rate spread (1)		3.54	%		3.74	%
Net interest margin (2)		3.75	%		3.98	%

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

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

Source: Cullman Bancorp, Inc.’s Prospectus

79

EXHIBIT 11

Net Portfolio Value

At December 31, 2020

Change in Interest Rates (Basis Points) (1)	Estimated EVE (2)		Estimated Increase (Decrease) in EVE						EVE as a Percentage of Present Value of Assets (3)
			$ Amount (2)			% Change			EVE Ratio (4)		Increase/(Decrease)
	(Dollars in thousands)										(Basis Points)
+400		53,121		(6,260	)		(10.54	)		17.22		(23	)
+300		55,411		(3,969	)		(6.68	)		17.51		6
+200		57,334		(2,047	)		(3.45	)		17.66		21
+100		58,678		(702	)		(1.18	)		17.64		19
+50		59,121		(260	)		(0.44	)		17.57		12
—		59,381		—			—			17.45		—
-50		58,998		(383	)		(0.64	)		17.14		(30	)
-100		57,594		(1,787	)		(3.01	)		16.55		(89	)
-200		53,793		(5,588	)		(9.41	)		15.11		(234	)

⁽¹⁾  Assumes an immediate 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.

⁽³⁾  Present value of assets represents the discounted present value of incoming cash flows on interest-earning assets.

⁽⁴⁾  EVE Ratio represents EVE divided by the present value of assets.

Source: Cullman Bancorp, Inc.’s Prospectus

80

EXHIBIT 12

Loan Portfolio Composition

At December 31, 2019 and 2020

(Dollars in thousands)

	At December 31,
	2020						2019
	Amount			Percent			Amount			Percent
Real estate loans:
One- to four-family residential	$	114,766			48.98	%	$	127,362			50.73	%
Multi-family		4,867			2.08	%	$	4,540			1.81	%
Commercial		77,841			33.22	%	$	74,167			29.54	%
Construction		5,504			2.35	%		8,712			3.47	%
Commercial		20,340			8.68	%		28,572			11.38	%
Consumer:
Home equity loans and lines of credit		3,520			1.50	%		4,966			1.98	%
Other consumer		2,347			1.00	%		2,718			1.08	%
Payroll Protection Program loans		5,145			2.20	%		—			—
		234,330			100.0	%		251,037			100.0	%
Less:
Net deferred loan fees		(170	)					(34	)
Allowance for loan losses		(2,361	)					(2,218	)
Total loans,	$	231,799					$	248,785

Source: Cullman Bancorp, Inc.‘s Prospectus

81

EXHIBIT 13

Loan Maturity Schedule

At December 31, 2020

Amounts due in:	One- to Four- Family Owner- Residential Real Estate		Multi-Family Real Estate		Commercial Real Estate		Construction		Commercial		Consumer		Payroll Protection Program		Total
	(Dollars in thousands)
One year or less	$	1,696	$	734	$	10,719	$	5,201	$	8,191	$	1,288	$	—	$	27,829
More than one to five years		7,608		1,942		32,064		303		6,197		1,214		5,145		54,473
More than five to 15 years		15,627		2,191		34,159		—		5,857		3,365		—		61,199
More than 15 years		89,835		—		899		—		95		—		—		90,829
Total	$	114,766	$	4,867	$	77,841	$	5,504	$	20,340	$	5,867	$	5,145	$	234,330

Fixed and Adjustable-Rate Loan Schedule

	Due After December 31, 2021
	Fixed		Adjustable		Total
	(Dollars in thousands)
Real estate loans:
One- to four-family residential	$	108,000	$	5,069	$	113,069
Multi-family		3,910		222		4,132
Commercial loans		64,373		2,749		67,122
Construction		303		—		303
Consumer loans:		12,149		—		12,149
Home equity loans and lines of credit		3,250		248		3,498
Other consumer		1,081		—		1,081
Payroll Protection Program loans		5,142		—		5,142
Total		198,208		8,288		206,496

Source: Cullman Bancorp, Inc.‘s Prospectus

82

EXHIBIT 14

Loan Delinquencies

At December 31, 2019 and 2020

	At December 31,
	2020						2019
	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due
	(In thousands)
Real estate loans:
One- to four-family residential	$	1,723	$	370	$	104	$	1,447	$	1,151	$	85
Multi-family		—		—		—		—		—		—
Commercial		437		—		—		—		—		—
Construction		—		—		—		—		—		—
Commercial loans		8		—		—		113		4		—
Consumer loans:
Home equity loans and lines of credit		—		—		—		—		—		—
Other consumer		—		33		—		21		—		—
Payroll Protection Program loans		2		—		—		—		—		—
Total		2,170		403		104		1,581		1,155		85

Source: Culman Bancorp, Inc.‘s Prospectus

83

EXHIBIT 15

Nonperforming Assets

At December 31, 2019 and 2020

	At December 31,
	2020			2019
	(Dollars in thousands)
Nonaccrual loans:
Real estate loans:
One- to four-family residential	$	18		$	23
Multi-family		—			—
Commercial		—			—
Construction		—			—
Commercial and industrial loans		—			27
Consumer loans:
Home equity loans and lines of credit		—			—
Other consumer		—			—
Total nonaccrual loans		18			50
Accruing loans past due 90 days or more		104			85
Real estate owned:
One- to four-family residential	$	108		$	60
Multi-family		—			—
Commercial		326			326
Construction		—			—
Total real estate owned		434			386
Total nonperforming assets		566			521
Total accruing troubled debt restructured loans	$	2,319		$	2,457
Total nonperforming loans to total loans		0.06	%		0.05	%
Total nonaccruing loans to total loans		0.01	%		0.02	%
Total nonperforming assets to total assets		0.17	%		0.17	%

Source: Cullman Bancorp, Inc.‘s Prospectus

84

EXHIBIT 16

Classified Assets

At December 31, 2019 and 2020

(Dollars in thousands)

	At December 31,
	2020		2019
Substandard assets	$	8,439	$	2,593
Doubtful assets		—		—
Loss assets		—		—
Total classified assets	$	8,439	$	2,593
Special mention assets	$	112	$	—
Foreclosed real estate	$	434	$	386

Source: Cullman Bancorp, Inc.‘s Prospectus

85

EXHIBIT 17

Allowance for Loan Losses

For the Years Ended December 31, 2019 and 2020

	Years Ended December 31,
	2020			2019
Allowance for loan losses at beginning of year	$	2,218		$	2,163
Provision for loan losses		152			55
Charge-offs:		—			—
Real estate loans:
One- to four-family residential		—			—
Multi-family		—			—
Commercial		—			—
Construction		—			—
Commercial and industrial loans		—			—
Consumer loans:
Home equity loans and lines of credit		—			—
Other consumer		(20	)		(1	)
Payroll Protection Program loans		—			—
Total charge-offs		(20	)		(1	)
Recoveries:
Real estate loans:
One- to four-family residential		5			1
Multi-family		—			—
Commercial		—			—
Construction		—			—
Commercial and industrial loans		—			—
Consumer loans:
Home equity loans and lines of credit		—			—
Other consumer		6			—
Payroll Protection Program loans		—			—
Total recoveries		11			1
Net (charge-offs) recoveries		(9	)		—
Allowance at end of year		2,361			2,218
Ratios:
Allowance to nonperforming loans		1788.64	%		1642.96	%
Allowance to total loans outstanding at the end of the year		1.01	%		0.88	%
Net (charge-offs) recoveries to average loans outstanding during the year		0.00	%		0.00	%

Source: Cullman Bancorp, Inc’s Prospectus

86

EXHIBIT 18

Investment Portfolio Composition

At December 31, 2020

	One Year or Less					More Than One Year to Five Years						More Than Five Years to Ten Years					More Than Ten Years
	Amortized Cost		Weighted Ave. Yield			Amortized Cost			Weighted Ave. Yield			Amortized Cost		Weighted Ave. Yield			Amortized Cost		Weighted Ave. Yield
						(In thousands)
Securities available for sale:
Municipal securities-taxable	$	—		—	%	$	430			2.87	%	$	2,421		3.54	%	$	8,235		2.43	%
Municipal securities-tax-exempt		365		1.87	%		1,250			2.61	%		904		2.20	%		290		2.38	%
Residential mortgage-backed, government-sponsored enterprise		—		—			—			—			765		2.14	%		2,058		1.97	%
SBA-guaranteed debenture		—		—			—			—			1,471		1.96	%		—		—
Total	$	365		1.87	%	$	1,680			2.68	%	$	5,561		2.71	%	$	10,583		2.34	%
	Total
	Amortized Cost		Fair Value			Weighted Ave. Yield
Securities available for sale:
Municipal securities-taxable	$	11,086	$	11,612			2.69	%
Municipal securities-tax-exempt		2,809		2,850			2.36	%
Residential mortgage-backed, government-sponsored enterprise		2,823		2,890			2.02	%
SBA-guaranteed debenture		1,471		1,523			1.96	%
Total	$	18,189	$	18,875			2.47	%

Source: Cullman Bancorp, Inc.‘s Prospectus

87

EXHIBIT 19

Mix of Deposit Accounts

For the Years Ended December 31, 2019 and 2020

	For the Years Ended December 31,
	2020					2019
	(Dollars in thousands)
	Amount		Percent			Amount		Percent
Deposit type:
Noninterest-bearing demand deposits	$	14,374		6.63	%	$	10,415		5.51	%
Interest-bearing demand deposits		69,758		32.15	%		51,766		27.41	%
Regular savings and other deposits		41,404		19.08	%		28,727		15.21	%
Money market deposits		5,383		2.48	%		4,046		2.14	%
Certificates of deposit		86,044		39.66	%		93,934		49.73	%
Total deposits	$	216,963		100.00	%	$	188,888		100.00	%

Source: Cullman Bancorp, Inc.’s Prospectus

88

EXHIBIT 20

Certificates of Deposit By Maturity

At December 31, 2020

	At December 31, 2020
	(In thousands)
Maturity Period:
Three months or less	$	5,417
Over three months through six months		4,730
Over six months through twelve months		6,245
Over twelve months		18,718
Total	$	35,110

Source: Cullman Bancorp, Inc.’s Prospectus

89

EXHIBIT 21

DIRECTORS AND MANAGEMENT OF THE BANK

At December 31, 2020

Name (1)	Position(s) Held with the Bank	Age	Director Since	Term Expires
John A. Riley, III	Chairman of the Board, President & Chief Executive Officer	56	2000	2023
Gregory T. Barksdale	Director	54	2013	2021
Chad T. Burks	Director	44	2019	2023
Dr. Paul D. Bussman	Director	64	1994	2021
Nancy McClellan	Director	63	1999	2022
Lynne Morton	Director	44	2020	2022
Robin Parson	Director	54	2019	2023
Executive Officers Who Are Not Directors
T’aira Ugarkovich	Executive Vice President	36	—	—
Katrina Stephens	Senior Vice President/Chief Financial Officer	37	—	—

⁽¹⁾  The mailing address for each person listed is 216 Second Avenue, S.W., Cullman, Alabama 35055

Source: Cullman Bancorp, Inc.’s Prospectus

90

EXHIBIT 22

Key Demographic Data and Trends

Cullman County, Alabama and the United States

2000, 2010 and 2025

	2000		2010		% Change			2025		% Change
Population
Cullman County		77,454		80,406		3.8	%		85,832		6.7	%
Alabama		4,447,032		4,779,736		7.5	%		5,103,695		6.8	%
United States		281,422,025		308,745,538		9.7	%		338,091,708		9.5	%
Households
Cullman County		30,696		31,864		3.8	%		34,915		9.6	%
Alabama		1,737,046		1,883,791		8.4	%		2,030,020		7.8	%
United States		105,480,443		116,716,292		10.7	%		128,694,431		10.3	%
Per Capita Income
Cullman County	$	16,758	$	20,869		24.5	%		30,141		44.4	%
Alabama		17,941		23,406		30.5	%		32,595		39.3	%
United States		21,242		28,088		32.2	%		39,979		42.3	%
Median Household Income
Cullman County	$	32,582	$	38,168		17.1	%	$	60,029		57.3	%
Alabama		34,250		41,539		21.3	%		59,667		43.6	%
United States		42,257		51,362		21.5	%		63,968		24.5	%

Source: Census Bureau and Demographics Now

91

EXHIBIT 23

Key Housing Data

Cullman County, alabama and the United States

2000 & 2010

	2000			2010
Occupied Housing Units
Cullman County		30,558			31,445
Alabama		1,737,046			1,883,791
United States		105,480,101			116,716,292
Occupancy Rate
Cullman County
Owner-Occupied		78.0	%		70.1	%
Renter-Occupied		22.0	%		29.9	%
Alabama
Owner-Occupied		72.5	%		69.7	%
Renter-Occupied		27.5	%		30.3	%
United States
Owner-Occupied		66.2	%		65.4	%
Renter-Occupied		33.8	%		34.6	%
Median Housing Values
Cullman County	$	85,000		$	87,000
Alabama		85,100			123,900
United States		119,600			186,200
	2020
Median Housing Value Estimates
Cullman County	$	136,448
Alabama		153,094
United States		221,068
	2000			2010
Median Rent
Cullman County	$	398		$	585
Alabama		447			667
United States		602			871

Source: U.S. Census Bureau and American Community Survey (Census Bureau)

92

EXHIBIT 24

Major Sources of Employment by Industry Group

Cullman County, Alabama and the United States

2000, 2010 and 2020

	2000
Industry Group	Cullman County			Alabama			United States
Agriculture/Mining		4.4	%		1.9	%		1.9	%
Construction		8.4	%		7.6	%		6.8	%
Manufacturing		23.0	%		18.4	%		14.1	%
Wholesale/Retail		18.6	%		15.8	%		15.3	%
Transportation/Utilities		5.7	%		5.3	%		5.2	%
Information		1.6	%		2.2	%		3.1	%
Finance, Insurance & Real Estate		4.0	%		5.8	%		6.9	%
Services		34.3	%		43.0	%		46.7	%
	2010
	Cullman County			Alabama			United States
Agriculture/Mining		4.0	%		1.9	%		1.9	%
Construction		9.4	%		7.8	%		6.2	%
Manufacturing		18.4	%		14.5	%		10.4	%
Wholesale/Retail		15.8	%		15.1	%		14.5	%
Transportation/Utilities		6.7	%		5.2	%		4.9	%
Information		1.4	%		1.9	%		2.2	%
Finance, Insurance & Real Estate		4.7	%		5.8	%		6.7	%
Services		39.6	%		47.8	%		53.2	%
	2020 Estimate
	Cullman County			Alabama			United States
Agriculture/Mining		4.9	%		1.7	%		1.8	%
Construction		3.9	%		4.6	%		4.5	%
Manufacturing		11.9	%		11.7	%		9.8	%
Wholesale/Retail		21.7	%		21.9	%		21.9	%
Transportation/Utilities		9.8	%		5.8	%		5.4	%
Information		n/a			n/a			n/a
Finance, Insurance & Real Estate		3.7	%		5.1	%		6.4	%
Services		44.1	%		49.1	%		50.2	%

Source: Bureau of the Census (2000 and 2010) & American Community Survey (2020)

93

EXHIBIT 25

Unemployment Rates

Cullman County, Alabama and the United States

For the Years 2016 through 2020

Location	2016			2017			2018			2019			2020
Cullman County		5.0	%		3.7	%		3.2	%		2.6	%		4.4	%
Alabama		5.8	%		4.4	%		3.9	%		3.0	%		6.1	%
United States		4.9	%		4.4	%		3.9	%		3.7	%		8.1	%

Source: Local Area Unemployment Statistics - U.S. Bureau of Labor Statistics

94

EXHIBIT 26

Market Share of Deposits

Cullman County

June 30, 2020

	Cullman County Deposits ($000)		Cullman Deposits ($000)		Cullman Share (%)
Banks	$	1,783,135		—		—
Thrifts		213,066	$	213,066		100.0	%
Total	$	1,996,201	$	213,066		10.7	%

Source: FDIC

95

EXHIBIT 27

National Interest Rates by Quarter

2016 - 2020

	1st Qtr. 2016			2nd Qtr. 2016			3rd Qtr. 2016			4th Qtr. 2016
Prime Rate		3.50	%		3.50	%		3.50	%		3.75	%
90-Day Treasury Bills		0.24	%		0.30	%		0.32	%		0.51	%
1-Year Treasury Bills		0.53	%		0.58	%		0.57	%		0.81	%
30-Year Treasury Notes		2.61	%		2.26	%		2.40	%		2.97	%
	1st Qtr. 2017			2nd Qtr. 2017			3rd Qtr. 2017			4th Qtr. 2017
Prime Rate		4.00	%		4.25	%		4.25	%		4.50	%
90-Day Treasury Bills		0.92	%		1.01	%		1.04	%		1.37	%
1-Year Treasury Bills		1.17	%		1.24	%		1.31	%		1.76	%
30-Year Treasury Notes		2.92	%		2.84	%		2.86	%		2.74	%
	1st Qtr. 2018			2nd Qtr. 2018			3rd Qtr. 2018			4th Qtr. 2018
Prime Rate		4.75	%		5.00	%		5.25	%		5.50	%
90-Day Treasury Bills		1.74	%		1.89	%		2.15	%		2.40	%
1-Year Treasury Bills		2.09	%		2.33	%		2.57	%		2.63	%
30-Year Treasury Notes		2.97	%		2.98	%		3.19	%		3.02	%
	1st Qtr. 2019			2nd Qtr. 2019			3rd Qtr. 2019			4th Qtr. 2019
Prime Rate		5.50	%		5.50	%		5.50	%		4.75	%
90-Day Treasury Bills		2.39	%		2.18	%		1.84	%		1.52	%
1-Year Treasury Bills		2.50	%		1.96	%		1.71	%		1.59	%
30-Year Treasury Notes		2.94	%		2.57	%		1.94	%		2.25	%
	1st Qtr. 2020			2nd Qtr. 2020			3rd Qtr. 2020			4th Qtr. 2020
Prime Rate		3.25	%		3.25	%		3.25	%		3.25	%
90-Day Treasury Bills		0.11	%		0.16	%		0.10	%		0.09	%
1-Year Treasury Bills		0.17	%		0.16	%		0.12	%		0.10	%
30-Year Treasury Notes		1.15	%		1.18	%		1.48	%		1.67	%

Source: The Wall Street Journal

96

EXHIBIT 28

Page 1

KELLER & COMPANY

Dublin, Ohio

614-766-1426

SHARE DATA AND PRICING RATIOS

PUBLICLY-TRADED, FDIC-INSURED SAVINGS INSTITUTIONS

(EXCLUDING MUTUAL HOLDING COMPANIES)

PRICES AS OF DECEMBER 31, 2020

ALL RATIOS/FINANCIAL DATA AS OF MOST RECENT FOUR QUARTERS

				Per Share												Pricing Ratios
						52 Week			Earnings					12 Month		Price/Net		Price/Core		Price/		Price/Tang.		Price/
				Price		Change			(EPS)			Assets		Div.		Earnings		Earnings		Book Value		Book Value		Assets
		State	Exchange	($)		(%)			($)			($)		($)		(X)		(X)		(X)		(X)		(X)
AFBA	ALLIED FIRST BANCORP	IL	OTC BB		3.65		114.7			2.51			87.03		0.00		1.45		1.43		35.51		35.51		4.19
AMFC	AMB FINANCIAL CORP	IN	OTC BB		16.00		(7.2	)		1.86			265.87		0.52		8.60		7.44		68.67		70.67		6.02
AX	AXOS FINANCIAL	CA	NYSE		37.34		23.3			3.30			225.99		0.00		11.32		11.32		178.75		200.64		16.52
BCTF	BANCORP 34	NM	NASDAQ		11.59		(24.1	)		0.59			145.26		0.00		19.64		20.33		86.88		87.27		7.98
BFIN	BANKFINANCIAL CORP	IL	NASDAQ		8.86		(32.3	)		0.89			107.74		0.87		9.96		11.97		80.69		80.84		8.22
BYFC	BROADWAY FINANCIAL CORP	CA	NASDAQ		1.84		19.5			0.02			17.73		0.07		92.00		92.00		102.79		102.79		10.38
CARV	CARVER BANCORP	NY	NASDAQ		6.62		172.4			(1.70	)		235.41		0.00		NM		NM		40.76		40.89		2.81
CASH	META FINANCIAL GROUP	SD	NASDAQ		36.18		(0.9	)		3.05			177.32		0.21		11.86		11.27		146.72		251.60		20.40
CCSB	COMM SAVINGS BANCORP	OH	OTC BB		13.00		(13.3	)		(0.18	)		130.18		0.00		NM		NM		71.47		71.63		9.99
CFFN	CAPITOL FEDERAL FINANCIAL	KS	NASDAQ		12.38		(9.8	)		0.46			68.43		0.68		26.91		26.34		133.84		135.45		18.09
CIBN	COMMUNITY INVESTORS BANCORP	OH	OTC PINK		17.25		(4.7	)		1.97			267.59		0.48		8.76		6.90		79.09		84.31		6.45
CNNB	CINCINNATI FEDERAL	OH	NASDAQ		11.95		16.7			0.39			77.88		0.00		30.64		18.38		108.24		114.57		15.34
CTUY	CENTURY NEXT FINANCIAL CORP	LA	OTC BB		26.00		(25.7	)		3.53			300.07		0.00		7.37		8.25		74.03		79.71		8.66
DCOM	DIME COMMUNITY BANCSHARES	NY	NASDAQ		15.78		(24.5	)		1.34			200.29		0.67		11.78		12.83		75.14		81.89		7.88
EBSB	MERIDIAN BANCORP	MA	NASDAQ		14.89		(25.9	)		1.22			125.29		0.31		12.20		13.06		104.27		107.51		11.88
EFBI	EAGLE FIN BANCORP	OH	NASDAQ		16.46		3.8			0.84			99.59		0.00		19.60		15.24		109.37		109.37		16.53
EQFN	EQUITABLE FINANCIAL CORP	NE	NASDAQ		11.95		(4.2	)		0.90			131.00		0.00		13.28		11.72		99.25		108.54		9.12
ESBK	ELMIRA SAVINGS BANK	NY	NASDAQ		11.51		(23.8	)		1.07			192.10		0.76		10.76		10.56		67.39		87.20		5.99
ESSA	ESSA BANCORP	PA	NASDAQ		15.02		(11.4	)		1.30			172.66		0.91		11.55		14.73		87.78		95.43		8.70
FBC	FLAGSTAR BANCORP	MI	NYSE		40.62		6.2			7.72			515.76		0.19		5.26		5.18		105.75		135.63		7.88
FBPI	FIRST BANCORP OF INDIANA	IN	OTC BB		17.04		(12.2	)		1.13			272.95		0.73		15.08		13.11		67.33		81.18		6.24
FCAP	FIRST CAPITAL	IN	NASDAQ		63.66		(12.8	)		2.82			279.14		0.80		22.57		23.07		213.98		230.49		22.81
FCPB	FIRST CAPITAL BANCSHARES	NC	OTC PINK		6.50		(7.1	)		(0.12	)		401.96		0.00		NM		NM		NM		NM		1.62
FDLB	FIDELITY FEDERAL BANCORP	IN	OTC PINK		100.00		150.0			5.28			1,398.51		0.00		18.94		24.10		64.48		65.44		7.15
FFBW	FFBW, INC	WI	NASDAQ		10.01		(13.3	)		0.26			37.07		0.00		38.50		35.75		102.35		102.46		27.00

97

Page 2

KELLER & COMPANY

Dublin, Ohio

614-766-1426

SHARE DATA AND PRICING RATIOS

PUBLICLY-TRADED, FDIC-INSURED SAVINGS INSTITUTIONS

(EXCLUDING MUTUAL HOLDING COMPANIES)

PRICES AS OF DECEMBER 31, 2020

ALL RATIOS/FINANCIAL DATA AS OF MOST RECENT FOUR QUARTERS

				Per Share												Pricing Ratios
						52 Week			Earnings					12 Month		Price/Net		Price/Core		Price/		Price/Tang.		Price/
				Price		Change			(EPS)			Assets		Div.		Earnings		Earnings		Book Value		Book Value		Assets
		State	Exchange	($)		(%)			($)			($)		($)		(X)		(X)		(X)		(X)		(X)
FNFI	FIRST NILES FINANCIAL	OH	OTC PINK		10.29		21.1			0.42			95.93		0.28		24.50		46.77		89.56		89.56		10.73
FSBW	FS BANCORP	WA	NASDAQ		54.75		(14.2	)		6.81			483.80		4.65		8.04		6.79		107.00		117.24		11.32
FSFG	FIRST SAVINGS FINANCIAL GROUP	IN	NASDAQ		64.40		(4.0	)		10.00			741.21		0.00		6.44		4.54		90.41		115.08		8.69
FSGB	FIRST FEDERAL OF SOUTH CAROLINA	SC	OTC PINK		13.56		8.5			0.03			4.83		0.00		NM		NM		NM		NM		NM
GTPS	GREAT AMERICAN BANCORP	IL	OTC BB		30.25		(8.2	)		2.96			474.29		0.00		10.22		9.39		67.87		73.44		6.38
HARL	HARLEYSVILLE SAVINGS FINANCIAL	PA	OTC PINK		21.50		(12.2	)		2.13			228.45		1.47		10.09		10.29		102.53		102.53		9.41
HFBL	HOME FED BANCORP OF LOUISIANA	LA	NASDAQ		28.88		(19.2	)		2.40			314.40		1.74		12.03		13.13		95.41		95.41		9.19
HIFS	HINGHAM INSTITUTION FOR SAVINGS	MA	NASDAQ		217.99		3.7			18.21			1,272.49		2.31		11.97		10.83		167.38		167.38		17.13
HLFN	HOME LOAN FINANCIAL CORP	OH	OTC BB		30.01		(16.4	)		2.56			174.63		1.78		11.72		11.68		155.82		157.62		17.18
HMNF	HMN FINANCIAL	MN	NASDAQ		17.22		(18.0	)		1.70			185.59		1.03		10.13		9.16		94.20		98.40		9.28
HONE	HARBORONE BANCORP	MA	NASDAQ		10.82		(1.5	)		0.49			75.88		0.00		22.08		22.08		112.59		135.42		14.26
HRGG	HERITAGE NOLA BANCORP	LA	OTC PINK		12.05		(5.9	)		0.37			95.09		0.00		32.57		30.90		92.20		95.48		12.67
HWIS	HOME BANCORP WISCONSIN	WI	OTC PINK		13.99		30.1			0.77			197.77		0.00		18.17		14.13		71.74		71.74		7.07
IROQ	IF BANCORP	IL	NASDAQ		22.06		(4.2	)		1.35			224.05		1.23		16.34		18.08		87.06		87.82		9.85
KRNY	KEARNY FINANCIAL CORP	NJ	NASDAQ		10.56		(23.6	)		0.50			81.67		0.29		21.12		22.47		84.08		104.04		12.93
KSBI	KS BANCORP	NC	OTC BB		26.50		(5.2	)		3.90			431.58		0.89		6.79		6.59		67.60		67.60		6.14
LSFG	LIFESTORE FINANCIAL GROUP	NC	OTC PINK		38.00		(3.8	)		3.26			345.52		0.29		11.66		10.38		100.61		103.83		11.00
MCBK	MADISON COUNTY FINANCIAL	NE	OTC PINK		29.15		4.1			2.58			165.75		1.29		11.30		12.79		98.98		102.64		17.59
MCPH	MIDLAND CAPITAL HOLDINGS CORP	IL	OTC PINK		12.01		(32.3	)		(1.07	)		319.47		0.00		NM		NM		41.70		41.70		3.76
MLGF	MALAGA FINANCIAL CORPORATION	CA	OTC BB		23.50		2.2			2.53			185.73		1.12		9.29		8.87		98.95		98.95		12.65
MSVB	MID-SOUTHERN BANCORP, INC	IN	NASDAQ		14.50		8.0			0.37			65.52		0.06		39.19		38.16		117.03		117.03		22.13
NASB	NASB FINANCIAL	MO	OTC BB		65.50		49.2			10.67			343.74		2.15		6.14		4.65		136.09		142.33		19.06
NFBK	NORTHFIELD BANCORP	NJ	NASDAQ		12.22		(27.9	)		0.82			134.85		0.51		14.90		15.09		66.89		70.84		9.06
NWBI	NORTHWEST BANCSHARES	PA	NASDAQ		12.61		(24.2	)		0.61			130.49		0.82		20.67		21.02		87.09		118.96		9.66
NWIN	NORTHWEST INDIANA BANCORP	IN	OTC BB		36.10		(21.4	)		3.92			426.98		0.98		9.21		9.58		84.84		95.18		8.45

98

Page 3

KELLER & COMPANY

Dublin, Ohio

614-766-1426

SHARE DATA AND PRICING RATIOS

PUBLICLY-TRADED, FDIC-INSURED SAVINGS INSTITUTIONS

(EXCLUDING MUTUAL HOLDING COMPANIES)

PRICES AS OF DECEMBER 31, 2020

ALL RATIOS/FINANCIAL DATA AS OF MOST RECENT FOUR QUARTERS

				Per Share												Pricing Ratios
						52 Week			Earnings					12 Month		Price/Net		Price/Core		Price/		Price/Tang.		Price/
				Price		Change			(EPS)			Assets		Div.		Earnings		Earnings		Book Value		Book Value		Assets
		State	Exchange	($)		(%)			($)			($)		($)		(X)		(X)		(X)		(X)		(X)
NYCB	NEW YORK COMMUNITY BANCORP	NY	NYSE		10.48		(12.8	)		0.91			118.41		0.68		11.52		11.52		72.18		112.81		8.85
OCFC	OCEANFIRST FINANCIAL CORP	NJ	NASDAQ		18.70		(26.8	)		0.89			193.19		0.66		21.01		22.26		77.24		120.65		9.68
OTTW	OTTAWA SAVINGS BANCORP	IL	OTC BB		14.60		5.6			0.65			99.45		0.88		22.46		20.28		98.72		101.96		14.68
PBIP	PRUDENTIAL BANCORP	PA	NASDAQ		13.85		(25.3	)		1.47			150.16		1.96		9.42		81.47		89.07		93.83		9.22
PCSB	PCSB FINANCIAL CORP	NY	NASDAQ		15.86		(21.7	)		0.55			105.93		0.00		28.84		29.37		119.97		123.42		14.97
PDLB	PDL COMMUNITY BANCORP	NY	NASDAQ		10.58		(28.0	)		(0.37	)		73.16		0.00		NM		NM		129.50		129.50		14.46
PFC	PREMIER FINANCIAL CORP	OH	NASDAQ		22.77		NM			1.20			187.14		0.78		18.98		22.54		88.56		142.58		12.17
PFOH	PERPETUAL FEDERAL SAVINGS BANK	OH	OTC PINK		25.49		(18.2	)		2.17			158.32		1.24		11.75		12.68		80.64		80.64		16.10
PFS	PROVIDENT FINANCIAL SERVICES	NJ	NYSE		18.05		(26.8	)		1.05			164.01		0.79		17.19		17.52		88.44		122.71		11.01
PPSF	PEOPLES- SIDNEY FINANCIAL CORP	OH	OTC PINK		9.00		(30.5	)		0.67			102.85		0.42		13.43		13.85		68.81		68.81		8.75
PROV	PROVIDENT FINANCIAL HOLDINGS	CA	NASDAQ		15.66		(28.5	)		1.14			159.22		0.67		13.74		15.82		102.09		102.35		9.84
PVBC	PROVIDENT BANCORP	MA	NASDAQ		12.28		(1.4	)		0.53			76.89		0.00		23.17		24.08		134.21		134.21		15.97
QNTO	QUAINT OAK BANCORP	PA	OTC PINK		14.75		0.0			1.48			210.52		0.00		9.97		9.16		86.66		89.12		7.01
QRRY	QUARRY CITY S&L ASSN	MO	OTC BB		13.00		(15.9	)		1.07			160.15		0.00		12.15		14.29		56.40		57.57		8.12
REDW	REDWOOD FINANCIAL	MN	OTC PINK		120.50		(31.1	)		14.46			1,030.35		5.59		8.33		7.40		119.02		142.70		11.70
RNDB	RANDOLPH BANCORP	MA	NASDAQ		22.47		27.3			1.16			132.33		0.91		19.37		7.97		143.95		165.10		16.98
RVSB	RIVERVIEW BANCORP	WA	NASDAQ		5.22		(36.4	)		0.58			64.01		0.40		9.00		10.65		69.79		83.92		8.15
RYFL	ROYAL FINANCIAL	IL	OTC BB		14.15		(16.8	)		1.07			200.26		0.72		13.22		19.12		73.89		77.70		7.07
SBT	STERLING BANCORP	MI	NASDAQ		4.53		(44.1	)		(0.30	)		78.80		0.02		NM		NM		68.33		69.69		5.75
SFBK	SFB BANCORP	TN	OTC PINK		43.10		39.9			0.98			246.76		0.63		43.98		37.48		107.00		108.65		17.47
SNNF	SENECA FIN CORP	NY	OTC PINK		7.56		(19.6	)		0.53			120.85		0.00		14.26		15.12		70.99		70.99		6.26
SNNY	SUNNYSIDE BANCORP	NY	OTC BB		12.42		(4.5	)		(0.46	)		122.27		0.00		NM		NM		87.90		87.90		10.16
STBI	STURGIS BANCORP	MI	OTC BB		18.95		(11.9	)		2.80			285.39		1.44		6.77		6.72		89.30		108.22		6.64
STND	STANDARD FINANCIAL CORP	PA	OTC BB		32.67		9.0			1.52			228.75		0.67		21.49		22.07		106.83		133.02		14.28
STXB	SPIRIT OF TEXAS BANCSHARES	TX	NASDAQ		16.73		(27.3	)		1.47			162.64		0.07		11.38		11.62		84.54		112.89		10.29

99

Page 4

KELLER & COMPANY

Dublin, Ohio

614-766-1426

SHARE DATA AND PRICING RATIOS

PUBLICLY-TRADED, FDIC-INSURED SAVINGS INSTITUTIONS

(EXCLUDING MUTUAL HOLDING COMPANIES)

PRICES AS OF DECEMBER 31, 2020

ALL RATIOS/FINANCIAL DATA AS OF MOST RECENT FOUR QUARTERS

				Per Share												Pricing Ratios
						52 Week			Earnings					12 Month		Price/Net		Price/Core		Price/		Price/Tang.		Price/
				Price		Change			(EPS)			Assets		Div.		Earnings		Earnings		Book Value		Book Value		Assets
		State	Exchange	($)		(%)			($)			($)		($)		(X)		(X)		(X)		(X)		(X)
SUGR	SUGAR CREEK FINANCIAL CORP	IL	OTC BB		9.45		(8.4	)		(2.58	)		130.08		0.00		NM		NM		82.53		82.53		7.26
SVBI	SEVERN BANCORP	MD	NASDAQ		7.05		(24.3	)		0.53			73.09		0.53		13.30		14.69		74.60		75.48		9.65
SZBI	SOUTHFIRST BANCSHARES	AL	OTC PINK		3.09		8.4			(0.07	)		127.43		0.18		NM		34.33		NM		NM		2.42
TBK	TRIUMPH BANCORP	TX	NASDAQ		49.08		29.1			1.96			234.87		0.00		25.04		27.12		175.79		243.09		20.90
TBNK	TERRITORIAL BANCORP	HI	NASDAQ		24.23		(21.7	)		2.07			221.47		1.29		11.71		13.10		98.66		98.86		10.94
TDCB	THIRD CENTURY BANCORP	IN	OTC BB		15.00		25.5			1.31			170.00		0.39		11.45		10.00		90.25		92.42		8.82
TRST	TRUSTCO BANK CORP NY	NY	NASDAQ		6.58		(24.1	)		0.54			59.48		0.27		12.19		12.42		113.25		113.25		11.06
TSBK	TIMBERLAND BANCORP	WA	NASDAQ		24.83		(16.5	)		2.96			188.11		1.05		8.39		8.42		111.80		125.28		13.20
UBNC	UNION BANK	NC	OTC PINK		11.74		(19.4	)		1.03			162.41		0.10		11.40		15.05		70.34		81.58		7.23
UNTN	UNITED TENNESSEE BANKSHARES	TN	OTC PINK		19.53		(15.7	)		1.56			276.12		0.71		12.52		13.85		65.67		65.67		7.07
VERF	VERSAILLES FINANCIAL CORP	OH	OTC BB		21.00		(12.5	)		1.05			155.84		0.00		20.00		23.08		68.76		68.76		13.48
WBBW	WESTBURY BANCORP	WI	OTC BB		24.01		(15.8	)		2.46			293.46		2.94		9.76		10.39		87.66		88.01		8.18
WCFB	WCF BANCORP	IA	NASDAQ		7.00		(18.6	)		0.05			55.25		0.00		NM		NM		80.65		80.83		12.67
WNEB	WESTERN NEW ENGLAND BANCORP	MA	NASDAQ		6.81		(29.3	)		0.48			96.74		0.54		14.19		18.92		80.31		86.53		7.04
WSBF	WATERSTONE FINANCIAL	WI	NASDAQ		18.73		(1.6	)		2.46			88.05		0.97		7.61		7.64		118.24		120.99		21.27
WSFS	WSFS FINANCIAL CORP	DE	NASDAQ		44.86		2.0			1.99			272.93		0.48		22.54		32.99		122.13		174.69		16.44
WVFC	WVS FINANCIAL CORP	PA	NASDAQ		15.01		(6.3	)		1.30			172.12		1.08		11.55		13.28		87.27		87.27		8.72

100

Page 5

KELLER & COMPANY

Dublin, Ohio

614-766-1426

SHARE DATA AND PRICING RATIOS

PUBLICLY-TRADED, FDIC-INSURED SAVINGS INSTITUTIONS

(EXCLUDING MUTUAL HOLDING COMPANIES)

PRICES AS OF DECEMBER 31, 2020

ALL RATIOS/FINANCIAL DATA AS OF MOST RECENT FOUR QUARTERS

			Per Share												Pricing Ratios
					52 Week			Earnings					12 Month		Price/Net		Price/Core		Price/		Price/Tang.		Price/
			Price		Change			(EPS)			Assets		Div.		Earnings		Earnings		Book Value		Book Value		Assets
	State	Exchange	($)		(%)			($)			($)		($)		(X)		(X)		(X)		(X)		(X)
ALL INSTITUTIONS
AVERAGE				23.65		(3.92	)		1.90			223.28		0.64		16.12		17.57		95.10		105.14		11.05
HIGH				217.99		172.40			18.21			1,398.51		5.59		92.00		92.00		213.98		251.60		27.00
LOW				1.84		(44.10	)		(2.58	)		4.83		0.00		1.45		1.43		35.51		35.51		1.62
AVERAGE FOR STATE
AL				3.09		8.40			(0.07	)		127.43		0.18		N/A		34.33		N/A		N/A		2.42
AVERAGE BY REGION
MID-ATLANTIC				18.22		(15.22	)		1.20			170.22		0.78		15.75		22.85		89.28		106.81		10.44
MIDWEST				22.72		1.20			1.81			248.75		0.54		13.65		13.98		88.75		94.96		10.98
NORTH CENTRAL				34.76		(5.02	)		3.88			257.51		1.22		11.12		10.85		107.24		124.45		14.00
NORTHEAST				25.51		(0.91	)		1.63			200.50		0.43		12.82		12.58		101.32		109.60		11.05
SOUTHEAST				20.25		0.70			1.32			249.58		0.35		10.79		14.71		51.40		53.42		6.62
SOUTHWEST				24.06		(12.18	)		1.72			208.72		0.30		18.01		18.56		101.47		118.97		11.62
WEST				23.42		(9.04	)		2.43			193.26		1.16		20.44		20.87		108.73		116.25		11.63
AVERAGE BY EXCHANGE
NYSE				26.62		(2.53	)		3.25			256.04		0.42		11.32		11.39		111.28		142.95		11.07
NASDAQ				22.93		(8.92	)		1.69			183.46		0.63		16.93		18.57		102.95		115.92		12.47
OTC BB				22.04		0.51			2.11			235.18		0.72		9.67		9.85		84.31		89.14		9.70
OTC PINK				26.45		3.08			1.92			297.82		0.63		13.08		15.76		70.50		73.27		8.57

101

EXHIBIT 29

Page 1

KELLER & COMPANY

Dublin, Ohio

614-766-1426

KEY FINANCIAL DATA AND RATIOS

PUBLICLY-TRADED FDIC-INSURED SAVINGS INSTITUTIONS

MOST RECENT FOUR QUARTERS

			Assets and Equity						Profitability												Capital Issues
			Total		Total		Total					Core						Core				Number of		Mkt. Value
			Assets		Equity		Tang. Equity		ROAA			ROAA			ROAE			ROAE				Shares		of Shares
		State	($000)		($000)		($000)		(%)			(%)			(%)			(%)			Exchange	Outstanding		($000)
SZBI	SOUTHFIRST BANCSHARES	AL		89,395		9,775		9,775		(0.06	)		0.07			(0.48	)		0.63		OTC PINK		701,526		2,168
AX	AXOS FINANCIAL	CA		13,382,238		1,236,965		1,102,018		1.51			1.52			16.26			16.26		NYSE		59,215,934		2,211,123
BYFC	BROADWAY FINANCIAL CORP	CA		497,028		50,261		50,253		0.14			0.10			1.32			0.95		NASDAQ		28,038,967		51,592
MLGF	MALAGA FINANCIAL CORPORATION	CA		1,282,413		164,004		164,004		1.37			1.44			10.93			11.46		OTC BB		6,904,720		162,261
PROV	PROVIDENT FINANCIAL HOLDINGS	CA		1,184,018		114,048		113,753		0.74			0.65			7.40			6.43		NASDAQ		7,436,315		116,453
WSFS	WSFS FINANCIAL CORP	DE		13,830,108		1,861,302		1,301,496		0.78			0.53			5.46			3.75		NASDAQ		50,673,444		2,273,211
TBNK	TERRITORIAL BANCORP	HI		2,107,049		233,643		233,192		0.94			0.84			8.67			7.77		NASDAQ		9,513,867		230,521
WCFB	WCF BANCORP	IA		135,009		21,218		21,163		0.09			(0.16	)		0.60			(1.03	)	NASDAQ		2,443,777		17,106
AFBA	ALLIED FIRST BANCORP	IL		142,020		16,772		16,772		3.29			3.35			27.69			28.21		OTC BB		1,631,893		5,956
BFIN	BANKFINANCIAL CORP	IL		1,604,329		163,475		163,182		0.86			0.72			8.06			6.76		NASDAQ		14,890,628		131,931
GTPS	GREAT AMERICAN BANCORP	IL		198,994		18,699		17,280		0.66			0.72			6.85			7.46		OTC BB		419,563		12,692
IROQ	IF BANCORP	IL		726,004		82,115		81,384		0.62			0.56			5.43			4.89		NASDAQ		3,240,376		71,483
MCPH	MIDLAND CAPITAL HOLDINGS CORP	IL		119,033		10,731		10,731		(0.34	)		(0.43	)		(3.61	)		(4.53	)	OTC PINK		372,600		4,475
OTTW	OTTAWA SAVINGS BANCORP	IL		310,402		46,154		44,688		0.66			0.73			4.46			4.94		OTC BB		3,121,035		45,567
RYFL	ROYAL FINANCIAL	IL		511,957		48,964		46,565		0.63			0.44			5.76			3.99		OTC BB		2,556,518		36,175
SUGR	SUGAR CREEK FINANCIAL CORP	IL		102,140		8,992		8,992		(2.03	)		(2.20	)		(21.26	)		(23.03	)	OTC BB		785,192		7,420
AMFC	AMB FINANCIAL CORP	IN		256,661		22,493		21,858		0.74			0.86			8.30			9.61		OTC BB		965,352		15,446
FDLB	FIDELITY FEDERAL BANCORP	IN		1,181,413		131,009		129,089		0.41			0.32			3.53			2.78		OTC PINK		844,763		84,476
FBPI	FIRST BANCORP OF INDIANA	IN		473,584		43,916		36,419		0.43			0.49			4.52			5.23		OTC BB		1,735,088		29,566
FCAP	FIRST CAPITAL	IN		942,840		100,479		93,298		1.09			1.06			9.89			9.68		NASDAQ		3,377,671		215,023
FSFG	FIRST SAVINGS FINANCIAL GROUP	IN		1,760,624		169,197		132,917		1.56			2.22			16.26			23.08		NASDAQ		2,375,324		152,971
MSVB	MID-SOUTHERN BANCORP, INC	IN		218,098		41,247		41,247		0.57			0.60			3.07			3.19		NASDAQ		3,328,498		48,263
NWIN	NORTHWEST INDIANA BANCORP	IN		1,478,689		147,364		131,345		0.97			0.93			9.68			9.31		OTC BB		3,463,136		125,019
TDCB	THIRD CENTURY BANCORP	IN		202,668		19,818		19,350		0.82			0.93			8.48			9.68		OTC BB		1,192,159		17,882
CFFN	CAPITOL FEDERAL FINANCIAL	KS		9,509,098		1,284,859		1,269,643		0.68			0.69			4.98			5.02		NASDAQ		138,956,296		1,720,279

102

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KELLER & COMPANY

Dublin, Ohio

614-766-1426

KEY FINANCIAL DATA AND RATIOS

PUBLICLY-TRADED FDIC-INSURED SAVINGS INSTITUTIONS

MOST RECENT FOUR QUARTERS

			Assets and Equity						Profitability												Capital Issues
			Total		Total		Total					Core						Core				Number of		Mkt. Value
			Assets		Equity		Tang. Equity		ROAA			ROAA			ROAE			ROAE				Shares		of Shares
		State	($000)		($000)		($000)		(%)			(%)			(%)			(%)			Exchange	Outstanding		($000)
CTUY	CENTURY NEXT FINANCIAL CORP	LA		504,874		59,090		54,876		1.18			1.05			10.42			9.29		OTC BB		1,682,526		43,746
HRGG	HERITAGE NOLA BANCORP	LA		145,033		19,932		19,246		0.41			0.43			2.92			3.07		OTC PINK		1,525,209		18,379
HFBL	HOME FED BANCORP OF LOUISIANA	LA		542,184		52,203		52,203		0.84			0.77			8.01			7.35		NASDAQ		1,724,512		49,804
HONE	HARBORONE BANCORP	MA		4,432,932		561,570		466,872		0.68			0.68			5.25			5.24		NASDAQ		58,418,021		632,083
HIFS	HINGHAM INSTITUTION FOR SAVINGS	MA		2,719,181		278,312		278,312		1.46			1.61			15.00			16.57		NASDAQ		2,136,900		465,823
EBSB	MERIDIAN BANCORP	MA		6,566,895		748,264		726,011		1.00			0.93			8.74			8.13		NASDAQ		52,413,120		780,431
PVBC	PROVIDENT BANCORP	MA		1,497,189		178,184		178,184		0.78			0.75			5.96			5.75		NASDAQ		19,472,310		239,120
RNDB	RANDOLPH BANCORP	MA		725,171		85,561		74,581		0.93			2.26			8.09			19.76		NASDAQ		5,479,884		123,133
WNEB	WESTERN NEW ENGLAND BANCORP	MA		2,480,786		217,398		201,712		0.53			0.40			5.65			4.25		NASDAQ		25,644,334		174,638
SVBI	SEVERN BANCORP	MD		936,487		121,025		119,711		0.76			0.70			5.63			5.18		NASDAQ		12,812,976		90,331
FBC	FLAGSTAR BANCORP	MI		29,475,693		2,195,229		1,711,451		1.65			1.68			22.63			23.00		NYSE		57,150,470		2,321,452
SBT	STERLING BANCORP	MI		3,938,062		331,144		324,721		(0.42	)		(0.53	)		(4.54	)		(5.75	)	NASDAQ		49,977,209		226,397
STBI	STURGIS BANCORP	MI		604,674		44,971		37,093		1.06			1.07			13.61			13.71		OTC BB		2,118,791		40,151
HMNF	HMN FINANCIAL	MN		897,596		88,413		84,649		0.99			1.09			9.36			10.36		NASDAQ		4,836,359		83,282
REDW	REDWOOD FINANCIAL	MN		451,862		44,401		37,033		1.59			1.79			15.07			16.97		OTC PINK		438,551		52,845
NASB	NASB FINANCIAL	MO		2,539,747		355,574		339,998		3.08			NM			25.60			NM		OTC BB		7,388,493		483,946
QRRY	QUARRY CITY S&L ASSN	MO		65,292		9,399		9,206		0.71			0.60			4.72			4.00		OTC BB		407,691		5,300
FCPB	FIRST CAPITAL BANCSHARES	NC		226,598		24,944		24,944		(0.04	)		(0.54	)		(0.28	)		(4.19	)	OTC PINK		563,728		3,664
KSBI	KS BANCORP	NC		478,092		43,423		43,423		0.97			1.00			10.37			10.70		OTC BB		1,107,776		29,356
LSFG	LIFESTORE FINANCIAL GROUP	NC		352,116		38,496		37,302		1.01			1.13			9.12			10.23		OTC PINK		1,019,091		38,725
UBNC	UNION BANK	NC		971,043		99,759		86,045		0.68			0.51			6.71			5.04		OTC PINK		5,978,851		70,192
EQFN	EQUITABLE FINANCIAL CORP	NE		402,167		36,953		33,790		0.73			0.82			7.82			8.82		NASDAQ		3,070,000		36,687
MCBK	MADISON COUNTY FINANCIAL	NE		436,788		77,598		74,845		1.58			1.40			8.91			7.90		OTC PINK		2,635,221		76,817
KRNY	KEARNY FINANCIAL CORP	NJ		7,310,209		1,124,060		908,516		0.66			0.61			4.11			3.84		NASDAQ		89,510,451		945,230
NFBK	NORTHFIELD BANCORP	NJ		5,589,869		757,507		715,112		0.66			0.65			4.75			4.71		NASDAQ		41,453,343		506,560

103

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KELLER & COMPANY

Dublin, Ohio

614-766-1426

KEY FINANCIAL DATA AND RATIOS

PUBLICLY-TRADED FDIC-INSURED SAVINGS INSTITUTIONS

MOST RECENT FOUR QUARTERS

			Assets and Equity						Profitability												Capital Issues
			Total		Total		Total					Core						Core				Number of		Mkt. Value
			Assets		Equity		Tang. Equity		ROAA			ROAA			ROAE			ROAE				Shares		of Shares
		State	($000)		($000)		($000)		(%)			(%)			(%)			(%)			Exchange	Outstanding		($000)
OCFC	OCEANFIRST FINANCIAL CORP	NJ		11,664,161		1,461,714		935,693		0.51			0.49			3.90			3.69		NASDAQ		60,378,120		1,129,071
PFS	PROVIDENT FINANCIAL SERVICES	NJ		12,871,322		1,601,706		1,154,603		0.76			0.75			5.64			5.53		NYSE		78,481,159		1,416,585
BCTF	BANCORP 34	NM		464,817		42,682		42,508		0.43			0.42			4.47			4.31		NASDAQ		3,199,913		37,087
CARV	CARVER BANCORP	NY		672,653		46,396		46,254		(0.78	)		(0.95	)		(10.11	)		(12.28	)	NASDAQ		2,857,410		18,916
DCOM	DIME COMMUNITY BANCSHARES	NY		6,619,391		694,158		636,935		0.69			0.63			6.75			6.21		NASDAQ		33,049,822		521,526
ESBK	ELMIRA SAVINGS BANK	NY		674,281		59,960		46,334		0.59			0.60			6.36			6.48		NASDAQ		3,510,000		40,400
NYCB	NEW YORK COMMUNITY BANCORP	NY		54,931,755		6,734,730		4,308,351		0.78			0.78			6.31			6.32		NYSE		463,904,084		4,861,715
PCSB	PCSB FINANCIAL CORP	NY		1,790,028		223,403		217,088		0.54			0.53			4.25			4.15		NASDAQ		16,898,137		268,004
PDLB	PDL COMMUNITY BANCORP	NY		1,260,820		140,875		140,875		(0.55	)		(0.82	)		(4.65	)		(6.98	)	NASDAQ		17,234,291		182,339
SNNF	SENECA FIN CORP	NY		231,184		20,372		20,372		0.46			0.43			5.22			4.93		OTC PINK		1,912,959		14,462
SNNY	SUNNYSIDE BANCORP	NY		97,024		11,211		11,211		(0.40	)		(0.54	)		(3.30	)		(4.47	)	OTC BB		793,500		9,855
TRST	TRUSTCO BANK CORP NY	NY		5,735,670		560,528		559,975		0.96			0.93			9.55			9.21		NASDAQ		96,432,657		634,527
CNNB	CINCINNATI FEDERAL	OH		232,091		32,890		31,093		0.50			0.83			3.93			6.49		NASDAQ		2,980,000		35,611
CCSB	COMM SAVINGS BANCORP	OH		53,164		7,430		7,411		(0.14	)		0.01			(1.01	)		0.07		OTC BB		408,379		5,309
CIBN	COMMUNITY INVESTORS BANCORP	OH		212,789		17,342		16,270		0.79			1.00			9.61			12.17		OTC PINK		795,192		13,717
EFBI	EAGLE FIN BANCORP	OH		156,701		23,676		23,676		0.88			1.13			5.78			7.46		NASDAQ		1,573,473		25,899
FNFI	FIRST NILES FINANCIAL	OH		106,777		12,787		12,787		0.45			0.24			3.67			1.95		OTC PINK		1,113,067		11,453
HLFN	HOME LOAN FINANCIAL CORP	OH		245,122		27,038		26,732		1.53			1.53			13.37			13.42		OTC BB		1,403,668		42,124
PPSF	PEOPLES- SIDNEY FINANCIAL CORP	OH		122,018		15,513		15,513		0.67			0.65			5.22			5.01		OTC PINK		1,186,406		10,678
PFOH	PERPETUAL FEDERAL SAVINGS BANK	OH		391,054		78,088		78,088		1.36			1.26			6.92			6.43		OTC PINK		2,470,032		62,961
PFC	PREMIER FINANCIAL CORP	OH		6,979,713		959,025		595,595		0.74			0.63			5.52			4.66		NASDAQ		37,296,613		849,244
VERF	VERSAILLES FINANCIAL CORP	OH		60,356		11,828		11,828		0.70			0.61			3.46			3.00		OTC BB		387,289		8,133
ESSA	ESSA BANCORP	PA		1,892,465		187,507		172,522		0.74			0.59			7.61			5.99		NASDAQ		10,960,357		164,625
HARL	HARLEYSVILLE SAVINGS FINANCIAL	PA		856,017		78,594		78,594		0.97			0.95			10.29			10.08		OTC PINK		3,747,052		80,562
NWBI	NORTHWEST BANCSHARES	PA		13,943,884		1,547,231		1,132,642		0.53			0.52			4.53			4.44		NASDAQ		106,859,088		1,347,493

104

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KELLER & COMPANY

Dublin, Ohio

614-766-1426

KEY FINANCIAL DATA AND RATIOS

PUBLICLY-TRADED FDIC-INSURED SAVINGS INSTITUTIONS

MOST RECENT FOUR QUARTERS

			Assets and Equity						Profitability								Capital Issues
			Total		Total		Total				Core				Core			Number of		Mkt. Value
			Assets		Equity		Tang. Equity		ROAA		ROAA		ROAE		ROAE			Shares		of Shares
		State	($000)		($000)		($000)		(%)		(%)		(%)		(%)		Exchange	Outstanding		($000)
PBIP	PRUDENTIAL BANCORP	PA		1,223,335		126,684		120,242		0.97		0.11		9.18		1.06	NASDAQ		8,147,005		112,836
QNTO	QUAINT OAK BANCORP	PA		421,371		34,062		33,132		0.82		0.90		9.08		9.89	OTC PINK		2,001,614		29,524
STND	STANDARD FINANCIAL CORP	PA		1,066,107		142,518		114,445		0.69		0.67		5.05		4.90	OTC BB		4,660,649		152,263
WVFC	WVS FINANCIAL CORP	PA		328,173		32,802		32,802		0.70		0.61		7.95		6.92	NASDAQ		1,906,704		28,620
FSGB	FIRST FEDERAL OF SOUTH CAROLINA	SC		116,293		10,070		9,644		0.75		0.84		8.31		9.34	OTC PINK		24,066,545		326,342
CASH	META FINANCIAL GROUP	SD		6,092,939		847,308		494,030		1.56		1.64		12.68		13.36	NASDAQ		34,360,890		1,243,177
SFBK	SFB BANCORP	TN		62,272		10,164		10,010		0.40		0.47		2.46		2.89	OTC PINK		252,361		10,877
UNTN	UNITED TENNESSEE BANKSHARES	TN		233,960		25,201		25,201		0.59		0.54		5.38		4.87	OTC PINK		847,309		16,548
STXB	SPIRIT OF TEXAS BANCSHARES	TX		2,922,521		355,672		266,252		0.98		0.96		7.65		7.50	NASDAQ		17,969,012		300,622
TBK	TRIUMPH BANCORP	TX		5,836,788		693,842		501,801		0.89		0.82		7.54		6.99	NASDAQ		24,851,601		1,219,717
FSBW	FS BANCORP	WA		2,053,751		217,203		198,227		1.52		1.80		13.77		16.30	NASDAQ		4,245,041		232,416
RVSB	RIVERVIEW BANCORP	WA		1,423,927		166,285		138,392		1.01		0.84		7.84		6.57	NASDAQ		22,245,472		116,121
TSBK	TIMBERLAND BANCORP	WA		1,563,343		184,567		164,717		1.73		1.73		13.81		13.78	NASDAQ		8,310,793		206,357
FFBW	FFBW, INC	WI		285,634		75,369		75,310		0.70		0.75		2.94		3.15	NASDAQ		7,704,875		77,126
HWIS	HOME BANCORP WISCONSIN	WI		177,833		17,530		17,530		0.40		0.51		4.32		5.60	OTC PINK		899,190		12,580
WSBF	WATERSTONE FINANCIAL	WI		2,220,629		399,429		390,354		2.93		2.91		16.02		15.92	NASDAQ		25,220,036		472,371
WBBW	WESTBURY BANCORP	WI		887,607		82,841		82,523		0.87		0.81		9.09		8.50	OTC BB		3,024,589		72,620

105

Page 5

KELLER & COMPANY

Dublin, Ohio

614-766-1426

KEY FINANCIAL DATA AND RATIOS

PUBLICLY-TRADED FDIC-INSURED SAVINGS INSTITUTIONS

MOST RECENT FOUR QUARTERS

		Assets and Equity						Profitability												Capital Issues
		Total		Total		Total					Core						Core				Number of		Mkt. Value
		Assets		Equity		Tang. Equity		ROAA			ROAA			ROAE			ROAE				Shares		of Shares
	State	($000)		($000)		($000)		(%)			(%)			(%)			(%)			Exchange	Outstanding		($000)
ALL INSTITUTIONS
AVERAGE			2,996,936		344,121		270,628		0.78			0.75			6.76			6.51				21,061,922		345,104
MEDIAN			725,588		80,355		78,341		0.74			0.72			6.54			6.21				3,353,085		76,972
HIGH			54,931,755		6,734,730		4,308,351		3.29			3.35			27.69			28.21				463,904,084		4,861,715
LOW			53,164		7,430		7,411		(2.03	)		(2.20	)		(21.26	)		(23.03	)			252,361		2,168
AVERAGE FOR STATE
AL			89,395		9,775		9,775		(0.06	)		0.07			(0.48	)		0.63				701,526		2,168
AVERAGE BY REGION
MID-ATLANTIC			5,533,347		698,209		524,578		0.73			0.62			6.40			5.38				36,276,305		636,685
MIDWEST			1,708,466		163,744		134,942		0.78			0.80			6.60			6.85				7,273,002		160,369
NORTHCENTRAL			2,281,166		307,303		262,706		1.22			0.98			9.97			8.18				21,615,253		413,271
NORTHEAST			6,028,997		704,061		527,538		0.51			0.55			4.60			4.88				53,343,829		597,798
SOUTHEAST			316,221		32,729		30,793		0.54			0.50			5.20			4.94				4,317,148		62,234
SOUTHWEST			1,736,036		203,904		156,148		0.79			0.74			6.84			6.42				8,492,129		278,226
WEST			2,936,721		295,872		270,570		1.12			1.12			10.00			9.94				18,238,889		415,856
AVERAGE BY EXCHANGE
NYSE			27,665,252		2,942,158		2,069,106		1.09			1.10			10.10			10.15				164,687,912		2,702,719
NASDAQ			3,118,950		378,333		311,260		0.80			0.75			6.43			6.08				25,093,955		396,733
OTC			550,552		63,452		59,334		1.41			1.63			12.56			14.50				2,198,000		64,323
OTC PINK			345,242		38,818		37,308		0.78			0.73			6.72			6.33				2,668,563		47,072

106

EXHIBIT 30

KELLER & COMPANY

Dublin, Ohio

614-766-1426

RECENT CONVERSIONS

PRICE CHANGES FROM IPO DATE

June 30, 2019 through February 12, 2021

							Percentage Price Change
							From Initial Trading Date
			Conversion				One			One			One			Through
Company Name	Ticker		Date		Exchange		Day			Week			Month			2/12/2021
Richmond Mutual Bancorporation		RMBI		7/02/2019		NASDAQ		36.50			33.90			32.90			33.50
Eureka Homestead Bancorp		ERKH		7/10/2019		OTC MKT		21.00			21.00			22.00			25.00
FFBW, Inc.		FFBW		1/17/2020		NASDAQ		8.30			3.80			6.70			5.70
Cincinnati Bancorp		CNNB		1/23/2020		OTC MKT		7.50			6.90			7.00			22.70
Eastern Bankshares		EBC		10/15/2020		NASDAQ		12.15			22.60			39.40			67.20
				AVERAGE				14.66	%		13.12	%		13.72	%		17.38	%
				MEDIAN				12.15			21.00			22.00			25.00
				HIGH				36.50			33.90			39.40			67.20
				LOW				7.50			3.80			6.70			5.70

107

EXHIBIT 31

KELLER & COMPANY

Dublin, Ohio

614-766-1426

RECENT ACQUISITIONS AND PENDING ACQUISITIONS

COUNTY, CITY OR MARKET AREA OF CULLMAN SAVINGS BANK

NONE

(that were potential comparable group candidates)

108

EXHIBIT 32

KELLER & COMPANY

Dublin, Ohio

(614) 766-1426

COMPARABLE GROUP SELECTION

BALANCE SHEET PARAMETERS

Most Recent Quarter

General Parameters:

Regions: Mid-Atlantic, Midwest, North Central, Southwest and West

Asset Size: < $1.9 Billion

No Recent Acquisition Activity

													Total
					Cash &				1-4 Fam.		Total Net		Net Loans		Borrowed
			Total		Securities/		MBS/		Loans/		Loans/		& MBS/		Funds/		Equity/
			Assets		Assets		Assets		Assets		Assets		Assets		Assets		Assets
			($000)		(%)		(%)		(%)		(%)		(%)		(%)		(%)
	CULLMAN BANCORP, INC.	AL		331,396		23.91		0.87		34.68		69.95		70.82		16.14		17.16
	DEFINED PARAMETERS FOR										26.00 -		50.00 -				9.00 -
	INCLUSION IN COMPARABLE GROUP		< 1,900,000		< 45.00		30.00		< 40.00		76.00		92.00		< 46.00		22.00
BYFC	BROADWAY FINANCIAL CORP	CA		497,028		8.78		1.46		10.89		72.79		74.09		23.24		10.11
MLGF	MALAGA FINANCIAL CORPORATION	CA		1,282,413		0.84		0.00		8.14		92.26		92.26		23.28		12.79
PROV	PROVIDENT FINANCIAL HOLDINGS	CA		1,184,018		9.93		10.41		24.58		74.74		91.44		11.49		9.63
WCFB	WCF BANCORP	IA		135,009		19.52		13.20		36.47		58.82		70.61		14.23		15.72
AFBA	ALLIED FIRST BANCORP	IL		142,020		13.70		6.15		52.34		66.63		71.87		11.67		11.81
BFIN	BANKFINANCIAL CORP	IL		1,604,329		27.29		0.61		2.16		66.44		66.99		0.25		10.19
GTPS	GREAT AMERICAN BANCORP	IL		198,994		45.53		0.05		20.07		45.46		45.50		2.01		9.40
IROQ	IF BANCORP	IL		726,004		6.80		20.24		17.33		71.38		91.76		4.24		11.31
MCPH	MIDLAND CAPITAL HOLDINGS CORP	IL		119,033		46.48		17.67		27.83		30.96		48.14		0.00		9.02
OTTW	OTTAWA SAVINGS BANCORP	IL		310,402		9.00		3.11		43.11		82.70		85.54		6.09		14.87
RYFL	ROYAL FINANCIAL	IL		511,957		10.82		0.00		44.37		84.42		84.42		0.78		9.56
SUGR	SUGAR CREEK FINANCIAL CORP	IL		102,140		2.90		0.00		71.98		74.92		74.92		12.99		8.80
AMFC	AMB FINANCIAL CORP	IN		256,661		10.67		2.94		24.82		77.72		80.26		3.96		8.76
FDLB	FIDELITY FEDERAL BANCORP	IN		1,181,413		9.46		49.06		10.44		23.63		74.51		10.34		11.09
FBPI	FIRST BANCORP OF INDIANA	IN		473,584		10.92		7.45		24.01		75.54		81.93		19.00		9.27
FCAP	FIRST CAPITAL	IN		942,840		28.61		11.48		11.57		52.20		62.37		0.00		10.65
FSFG	FIRST SAVINGS FINANCIAL GROUP	IN		1,760,624		12.86		1.21		24.22		61.92		62.99		27.59		9.59
MSVB	MID-SOUTHERN BANCORP, INC	IN		218,098		33.80		7.65		29.65		52.85		63.70		4.59		18.91
NWIN	NORTHWEST INDIANA BANCORP	IN		1,478,689		17.40		9.12		19.79		65.28		74.00		2.11		9.96
TDCB	THIRD CENTURY BANCORP	IN		202,668		17.67		9.77		17.02		69.29		79.10		4.93		9.78
CTUY	CENTURY NEXT FINANCIAL CORP	LA		504,874		11.80		0.05		28.13		82.42		82.47		1.27		11.70
HRGG	HERITAGE NOLA BANCORP	LA		145,033		12.89		2.69		42.77		68.37		72.03		10.91		13.74

109

KELLER & COMPANY

Dublin, Ohio

(614) 766-1426

COMPARABLE GROUP SELECTION

BALANCE SHEET PARAMETERS

Most Recent Quarter

General Parameters:

Regions: Mid-Atlantic, Midwest, North Central, Southwest and West

Asset Size: < $1.9 Billion

No Recent Acquisition Activity

													Total
					Cash &				1-4 Fam.		Total Net		Net Loans		Borrowed
			Total		Securities/		MBS/		Loans/		Loans/		& MBS/		Funds/		Equity/
			Assets		Assets		Assets		Assets		Assets		Assets		Assets		Assets
			($000)		(%)		(%)		(%)		(%)		(%)		(%)		(%)
	CULLMAN BANCORP, INC.	AL		331,396		23.91		0.87		34.68		69.95		70.82		16.14		17.16
	DEFINED PARAMETERS FOR										26.00 -		50.00 -				9.00 -
	INCLUSION IN COMPARABLE GROUP		< 1,900,000		< 45.00		30.00		< 40.00		76.00		92.00		< 46.00		22.00
HFBL	HOME FED BANCORP OF LOUISIANA	LA		542,184		7.13		11.51		24.54		65.51		75.38		0.18		9.63
SVBI	SEVERN BANCORP	MD		936,487		20.09		3.07		26.41		69.47		76.04		2.38		12.92
STBI	STURGIS BANCORP	MI		604,674		19.98		7.21		27.15		71.95		78.82		10.17		7.44
HMNF	HMN FINANCIAL	MN		897,596		13.16		5.87		16.75		74.68		82.64		0.00		9.85
REDW	REDWOOD FINANCIAL	MN		451,862		8.60		15.58		14.10		56.78		75.84		1.71		9.83
QRRY	QUARRY CITY S&L ASSN	MO		65,292		17.99		0.00		33.46		73.05		73.05		0.00		14.40
EQFN	EQUITABLE FINANCIAL CORP	NE		402,167		6.43		2.11		17.35		84.97		86.70		4.92		9.19
MCBK	MADISON COUNTY FINANCIAL	NE		436,788		17.06		0.00		15.49		75.21		75.21		10.17		17.77
BCTF	BANCORP 34	NM		464,817		8.22		7.17		8.16		75.40		81.94		10.69		9.18
CNNB	CINCINNATI FEDERAL	OH		232,091		9.80		2.56		47.65		73.19		75.58		17.46		14.17
CCSB	COMM SAVINGS BANCORP	OH		53,164		13.71		4.32		47.14		81.01		84.99		2.43		13.98
CIBN	COMMUNITY INVESTORS BANCORP	OH		212,789		13.15		2.93		47.09		70.47		72.92		18.44		8.15
EFBI	EAGLE FIN BANCORP	OH		156,701		7.87		0.00		49.60		79.26		79.26		0.00		15.11
FNFI	FIRST NILES FINANCIAL	OH		106,777		13.87		11.28		40.03		67.07		75.76		30.11		11.98
HLFN	HOME LOAN FINANCIAL CORP	OH		245,122		16.17		0.00		35.18		77.72		77.72		2.15		11.03
PPSF	PEOPLES-SIDNEY FINANCIAL CORP	OH		122,018		21.62		0.00		48.68		73.26		73.26		1.69		12.71
PFOH	PERPETUAL FEDERAL SAVINGS BANK	OH		391,054		13.23		0.52		47.62		84.28		84.77		1.53		19.97
VERF	VERSAILLES FINANCIAL CORP	OH		60,356		19.91		0.10		48.67		63.94		64.02		3.65		19.60
ESSA	ESSA BANCORP	PA		1,892,465		13.10		10.02		35.55		74.93		79.76		6.65		9.91
HARL	HARLEYSVILLE SAVINGS FINANCIAL	PA		856,017		12.26		11.02		38.24		71.03		80.59		13.28		9.18
PBIP	PRUDENTIAL BANCORP	PA		1,223,335		21.95		22.62		18.51		48.09		68.00		23.43		10.36
QNTO	QUAINT OAK BANCORP	PA		421,371		7.82		1.38		18.54		81.89		83.16		19.90		8.08

110

KELLER & COMPANY

Dublin, Ohio

(614) 766-1426

COMPARABLE GROUP SELECTION

BALANCE SHEET PARAMETERS

Most Recent Quarter

General Parameters:

Regions: Mid-Atlantic, Midwest, North Central, Southwest and West

Asset Size: < $1.9 Billion

No Recent Acquisition Activity

													Total
					Cash &				1-4 Fam.		Total Net		Net Loans		Borrowed
			Total		Securities/		MBS/		Loans/		Loans/		& MBS/		Funds/		Equity/
			Assets		Assets		Assets		Assets		Assets		Assets		Assets		Assets
			($000)		(%)		(%)		(%)		(%)		(%)		(%)		(%)
	CULLMAN BANCORP, INC.	AL		331,396		23.91		0.87		34.68		69.95		70.82		16.14		17.16
	DEFINED PARAMETERS FOR										26.00 -		50.00 -				9.00 -
	INCLUSION IN COMPARABLE GROUP		< 1,900,000		< 45.00		30.00		< 40.00		76.00		92.00		< 46.00		22.00
STND	STANDARD FINANCIAL CORP	PA		1,066,107		16.18		6.58		36.88		69.79		76.38		9.86		13.37
WVFC	WVS FINANCIAL CORP	PA		328,173		43.23		27.35		24.57		27.96		51.71		45.45		10.00
RVSB	RIVERVIEW BANCORP	WA		1,423,927		12.41		9.08		6.23		67.16		75.17		2.94		11.67
TSBK	TIMBERLAND BANCORP	WA		1,563,343		21.40		4.71		8.46		64.85		70.24		0.64		11.81
FFBW	FFBW, INC	WI		285,634		8.81		13.30		19.73		70.94		84.75		5.08		26.39
HWIS	HOME BANCORP WISCONSIN	WI		177,833		20.39		0.66		37.75		76.11		76.72		15.31		9.86
WBBW	WESTBURY BANCORP	WI		887,607		12.04		7.44		14.66		78.01		85.46		1.60		9.33

111

EXHIBIT 33

KELLER & COMPANY

Dublin, Ohio

(614) 766-1426

COMPARABLE GROUP SELECTION

OPERATING PERFORMANCE AND ASSET QUALITY RATIOS

Most Recent Four Quarters

General Parameters:

Regions: Mid-Atlantic, Midwest, North Central, Southwest and West

Asset Size: < $1.9 Billion

No Recent Acquisition Activity

					OPERATING PERFORMANCE												ASSET QUALITY
											Net		Operating		Noninterest
			Total		Core			Core			Interest		Expenses/		Income/		NPA/		REO/		Reserves/
			Assets		ROAA			ROAE			Margin (2)		Assets		Assets		Assets		Assets		Assets
			($000)		(%)			(%)			(%)		(%)		(%)		(%)		(%)		(%)
	CULLMAN BANCORP, INC.	AL		331,396		1.13			6.43			3.85		2.57		0.46		0.17		0.13		0.71
	DEFINED PARAMETERS FOR										1.80-		1.00-
	INCLUSION IN COMPARABLE GROUP		< 1,900,000		< 2.25			24.00			4.10		7.20		< 7.50		< 1.16		< 0.20		> 0.15
BYFC	BROADWAY FINANCIAL CORP	CA		497,028		0.10			0.95			2.77		2.42		0.16		0.16		0.00		0.65
MLGF	MALAGA FINANCIAL CORPORATION	CA		1,282,413		1.44			11.46			3.01		0.92		0.06		0.00		0.00		0.28
PROV	PROVIDENT FINANCIAL HOLDINGS	CA		1,184,018		0.65			6.43			3.24		2.37		0.35		0.42		0.00		0.72
WCFB	WCF BANCORP	IA		135,009		(0.16	)		(1.03	)		2.58		2.62		0.43		0.28		0.00		0.56
AFBA	ALLIED FIRST BANCORP	IL		142020		3.35			28.21			2.95		60.78		62.92		0.46		0.00		0.67
BFIN	BANKFINANCIAL CORP	IL		1,604,329		0.72			6.76			3.22		2.28		0.31		0.15		0.01		0.50
GTPS	GREAT AMERICAN BANCORP	IL		198,994		0.72			7.46			3.01		3.62		1.99		1.75		0.48		0.50
IROQ	IF BANCORP	IL		726,004		0.56			4.89			2.75		2.36		0.69		0.09		0.06		0.90
MCPH	MIDLAND CAPITAL HOLDINGS CORP	IL		119,033		(0.43	)		(4.53	)		2.28		2.58		0.25		1.15		0.11		0.28
OTTW	OTTAWA SAVINGS BANCORP	IL		310,402		0.73			4.94			3.63		2.78		0.67		0.58		0.01		1.13
RYFL	ROYAL FINANCIAL	IL		511,957		0.44			3.99			3.40		1.86		0.11		0.45		0.06		0.70
SUGR	SUGAR CREEK FINANCIAL CORP	IL		102,140		(2.20	)		(23.03	)		2.28		2.43		0.13		0.82		0.19		2.12
AMFC	AMB FINANCIAL CORP	IN		256,661		0.86			9.61			3.36		2.65		1.03		1.26		0.87		0.94
FDLB	FIDELITY FEDERAL BANCORP	IN		1,181,413		0.32			2.78			2.25		2.41		1.17		0.41		0.09		0.20
FBPI	FIRST BANCORP OF INDIANA	IN		473,584		0.49			5.23			2.94		2.82		0.80		0.55		0.30		0.54
FCAP	FIRST CAPITAL	IN		942,840		1.06			9.68			3.43		2.49		0.90		0.24		0.01		0.68
FSFG	FIRST SAVINGS FINANCIAL GROUP	IN		1,760,624		2.22			23.08			3.69		7.17		7.45		0.87		0.10		0.97
MSVB	MID-SOUTHERN BANCORP, INC	IN		218,098		0.60			3.19			3.16		2.63		0.33		0.71		0.05		0.73
NWIN	NORTHWEST INDIANA BANCORP	IN		1,478,689		0.93			9.31			3.42		2.66		1.00		1.43		0.03		0.72
TDCB	THIRD CENTURY BANCORP	IN		202,668		0.93			9.68			3.36		3.19		1.43		0.00		0.00		0.85
CTUY	CENTURY NEXT FINANCIAL CORP	LA		504,874		1.05			9.29			4.44		3.19		0.79		1.13		0.15		0.86
HRGG	HERITAGE NOLA BANCORP	LA		145,033		0.43			3.07			3.33		3.25		1.00		0.51		0.00		0.63

112

KELLER & COMPANY

Dublin, Ohio

(614) 766-1426

COMPARABLE GROUP SELECTION

OPERATING PERFORMANCE AND ASSET QUALITY RATIOS

Most Recent Four Quarters

General Parameters:

Regions: Mid-Atlantic, Midwest, North Central, Southwest and West

Asset Size: < $1.9 Billion

No Recent Acquisition Activity

					OPERATING PERFORMANCE										ASSET QUALITY
									Net		Operating		Noninterest
			Total		Core		Core		Interest		Expenses/		Income/		NPA/		REO/		Reserves/
			Assets		ROAA		ROAE		Margin (2)		Assets		Assets		Assets		Assets		Assets
			($000)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)
	CULLMAN BANCORP, INC.	AL		331,396		1.13		6.43		3.85		2.57		0.46		0.17		0.13		0.71
	DEFINED PARAMETERS FOR								1.80-		1.00-
	INCLUSION IN COMPARABLE GROUP		< 1,900,000		< 2.25		24.00		4.10		7.20		< 7.50		< 1.16		< 0.20		> 0.15
HFBL	HOME FED BANCORP OF LOUISIANA	LA		542,184		0.77		7.35		3.26		2.29		0.82		1.15		0.18		0.84
SVBI	SEVERN BANCORP	MD		936,487		0.70		5.18		3.26		3.21		1.26		0.74		0.11		0.92
STBI	STURGIS BANCORP	MI		604,674		1.07		13.71		3.50		2.56		1.28		0.29		0.07		0.90
HMNF	HMN FINANCIAL	MN		897,596		1.09		10.36		3.50		2.82		1.30		0.33		0.05		1.06
REDW	REDWOOD FINANCIAL	MN		451,862		1.79		16.97		3.82		2.68		1.73		0.22		0.00		0.91
QRRY	QUARRY CITY S&L ASSN	MO		65,292		0.60		4.00		3.28		3.57		1.49		1.29		0.00		0.72
EQFN	EQUITABLE FINANCIAL CORP	NE		402,167		0.82		8.82		3.22		3.30		1.62		0.35		0.00		1.24
MCBK	MADISON COUNTY FINANCIAL	NE		436,788		1.40		7.90		3.64		2.30		0.89		0.03		0.00		2.28
BCTF	BANCORP 34	NM		464,817		0.42		4.31		3.82		2.66		0.19		0.67		0.00		0.95
CNNB	CINCINNATI FEDERAL	OH		232,091		0.83		6.49		2.59		4.30		3.03		0.08		0.00		0.63
CCSB	COMM SAVINGS BANCORP	OH		53,164		0.01		0.07		4.09		4.50		0.77		1.22		0.00		0.51
CIBN	COMMUNITY INVESTORS BANCORP	OH		212,789		1.00		12.17		3.64		4.57		2.95		0.38		0.02		0.91
EFBI	EAGLE FIN BANCORP	OH		156,701		1.13		7.46		3.15		3.92		2.70		0.62		0.28		0.88
FNFI	FIRST NILES FINANCIAL	OH		106,777		0.24		1.95		2.47		1.77		0.10		0.67		0.19		0.52
HLFN	HOME LOAN FINANCIAL CORP	OH		245,122		1.53		13.42		4.19		2.18		0.68		0.65		0.13		0.81
PPSF	PEOPLES-SIDNEY FINANCIAL CORP	OH		122,018		0.65		5.01		3.57		2.69		0.18		0.39		0.05		0.87
PFOH	PERPETUAL FEDERAL SAVINGS BANK	OH		391,054		1.26		6.43		2.67		1.07		0.03		0.32		0.00		1.30
VERF	VERSAILLES FINANCIAL CORP	OH		60,356		0.61		3.00		3.13		2.10		0.04		0.00		0.00		0.42
ESSA	ESSA BANCORP	PA		1,892,465		0.59		5.99		2.79		2.13		0.54		1.09		0.01		0.81
HARL	HARLEYSVILLE SAVINGS FINANCIAL	PA		856,017		0.95		10.08		2.99		1.70		0.25		0.85		0.00		0.62
PBIP	PRUDENTIAL BANCORP	PA		1,223,335		0.11		1.06		1.91		1.34		0.19		1.07		0.00		0.68
QNTO	QUAINT OAK BANCORP	PA		421,371		0.90		9.89		3.12		2.67		1.28		0.35		0.09		0.68

113

KELLER & COMPANY

Dublin, Ohio

(614) 766-1426

COMPARABLE GROUP SELECTION

OPERATING PERFORMANCE AND ASSET QUALITY RATIOS

Most Recent Four Quarters

General Parameters:

Regions: Mid-Atlantic, Midwest, North Central, Southwest and West

Asset Size: < $1.9 Billion

No Recent Acquisition Activity

					OPERATING PERFORMANCE										ASSET QUALITY
									Net		Operating		Noninterest
			Total		Core		Core		Interest		Expenses/		Income/		NPA/		REO/		Reserves/
			Assets		ROAA		ROAE		Margin (2)		Assets		Assets		Assets		Assets		Assets
			($000)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)
	CULLMAN BANCORP, INC.	AL		331,396		1.13		6.43		3.85		2.57		0.46		0.17		0.13		0.71
	DEFINED PARAMETERS FOR								1.80-		1.00-
	INCLUSION IN COMPARABLE GROUP		< 1,900,000		< 2.25		24.00		4.10		7.20		< 7.50		< 1.16		< 0.20		> 0.15
STND	STANDARD FINANCIAL CORP	PA		1,066,107		0.67		4.90		2.92		2.07		0.55		0.40		0.05		0.69
WVFC	WVS FINANCIAL CORP	PA		328,173		0.61		6.92		1.87		1.09		0.12		0.00		0.00		0.19
RVSB	RIVERVIEW BANCORP	WA		1,423,927		0.84		6.57		3.87		2.55		0.81		0.09		0.00		1.32
TSBK	TIMBERLAND BANCORP	WA		1,563,343		1.73		13.78		3.87		2.15		1.10		0.27		0.07		0.86
FFBW	FFBW, INC	WI		285,634		0.75		3.15		3.57		2.47		0.37		0.48		0.00		0.91
HWIS	HOME BANCORP WISCONSIN	WI		177,833		0.51		5.60		3.05		2.31		0.25		0.27		0.00		0.84
WBBW	WESTBURY BANCORP	WI		887,607		0.81		8.50		3.14		2.42		0.79		1.33		0.34		0.89

114

EXHIBIT 34

KELLER & COMPANY

Dublin, Ohio

(614) 766-1426

FINAL COMPARABLE GROUP

BALANCE SHEET RATIOS

Most Recent Quarter

													Total
					Cash &				1-4 Fam.		Total Net		Net Loans		Borrowed
			Total		Securities/		MBS/		Loans/		Loans/		& MBS/		Funds/		Equity/
			Assets		Assets		Assets		Assets		Assets		Assets		Assets		Assets
			($000)		(%)		(%)		(%)		(%)		(%)		(%)		(%)
	CULLMAN BANCORP, INC.	AL		331,396		23.91		0.87		34.68		69.95		70.82		16.14		17.16
	DEFINED PARAMETERS FOR										26.00 -		50.00 -				9.00 -
	INCLUSION IN COMPARABLE GROUP		< 1,900,000		< 45.00		30.00		< 40.00		76.00		92.00		< 46.00		22.00
WVFC	WVS FINANCIAL CORP	PA		328,173		43.23		27.35		24.57		27.96		51.71		45.45		10.00
HFBL	HOME FED BANCORP OF LOUISIANA	LA		542,184		7.13		11.51		24.54		65.51		75.38		0.18		9.63
IROQ	IF BANCORP	IL		726,004		6.80		20.24		17.33		71.38		91.76		4.24		11.31
HMNF	HMN FINANCIAL	MN		897,596		13.16		5.87		16.75		74.68		82.64		0.00		9.85
SVBI	SEVERN BANCORP	MD		936,487		20.09		3.07		26.41		69.47		76.04		2.38		12.92
PROV	PROVIDENT FINANCIAL HOLDINGS	CA		1,184,018		9.93		10.41		24.58		74.74		91.44		11.49		9.63
PBIP	PRUDENTIAL BANCORP	PA		1,223,335		21.95		22.62		18.51		48.09		68.00		23.43		10.36
BFIN	BANKFINANCIAL CORP	IL		1,604,329		27.29		0.61		2.16		66.44		66.99		0.25		10.19
FSFG	FIRST SAVINGS FINANCIAL GROUP	IN		1,760,624		12.86		1.21		24.22		61.92		62.99		27.59		9.59
ESSA	ESSA BANCORP	PA		1,892,465		13.10		10.02		35.55		74.93		79.76		6.65		9.91
		AVERAGE		1,109,522		17.55		11.29		21.46		63.51		74.67		12.17		10.34
		MEDIAN		1,060,253		13.13		10.22		24.38		67.96		75.71		5.45		9.96
		HIGH		1,892,465		43.23		27.35		35.55		74.93		91.76		45.45		12.92
		LOW		328,173		6.80		0.61		2.16		27.96		51.71		0.00		9.59

115

EXHIBIT 35

KELLER & COMPANY

Dublin, Ohio

(614) 766-1426

FINAL COMPARABLE GROUP

OPERATING PERFORMANCE AND ASSET QUALITY RATIOS

Most Recent Four Quarters

					Operating Performance										Asset Quality
									Net		Operating		Noninterest
			Total		Core		Core		Interest		Expenses/		Income/		NPA/		REO/		Reserves/
			Assets		ROAA		ROAE		Margin		Assets		Assets		Assets		Assets		Assets
			($000)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)
	CULLMAN BANCORP, INC.	AL		331,396		1.13		6.43		3.85		2.57		0.46		0.17		0.13		0.71
	DEFINED PARAMETERS FOR									1.80-		1.00-
	INCLUSION IN COMPARABLE GROUP			< 1,900,000		< 2.25		24.00		4.10		7.20		< 7.50		1.16		< 0.20		> 0.15
WVFC	WVS FINANCIAL CORP	PA		328,173		0.61		6.92		1.87		1.09		0.12		0.00		0.00		0.19
HFBL	HOME FED BANCORP OF LOUISIANA	LA		542,184		0.77		7.35		3.26		2.29		0.82		1.15		0.18		0.84
IROQ	IF BANCORP	IL		726,004		0.56		4.89		2.75		2.36		0.69		0.09		0.06		0.90
HMNF	HMN FINANCIAL	MN		897,596		1.09		10.36		3.50		2.82		1.30		0.33		0.05		1.06
SVBI	SEVERN BANCORP	MD		936,487		0.70		5.18		3.26		3.21		1.26		0.74		0.11		0.92
PROV	PROVIDENT FINANCIAL HOLDINGS	CA		1,184,018		0.65		6.43		3.24		2.37		0.35		0.42		0.00		0.72
PBIP	PRUDENTIAL BANCORP	PA		1,223,335		0.11		1.06		1.91		1.34		0.19		1.07		0.00		0.68
BFIN	BANKFINANCIAL CORP	IL		1,604,329		0.72		6.76		3.22		2.28		0.31		0.15		0.01		0.50
FSFG	FIRST SAVINGS FINANCIAL GROUP	IN		1,760,624		2.22		23.08		3.69		7.17		7.45		0.87		0.10		0.97
ESSA	ESSA BANCORP	PA		1,892,465		0.59		5.99		2.79		2.13		0.54		1.09		0.01		0.81
		AVERAGE		1,109,522		0.80		7.80		2.95		2.71		1.30		0.59		0.05		0.76
		MEDIAN		1,060,253		0.68		6.60		3.23		2.33		0.61		0.58		0.03		0.83
		HIGH		1,892,465		2.22		23.08		3.69		7.17		7.45		1.15		0.18		1.06
		LOW		328,173		0.11		1.06		1.87		1.09		0.12		0.00		0.00		0.19

116

EXHIBIT 36

KELLER & COMPANY

Dublin, Ohio

614-766-1426

COMPARABLE GROUP CHARACTERISTICS AND BALANCE SHEET TOTALS

								Most Recent Quarter
				Number of Offices		Exchange		Total Assets ($000)		Int. Earning Assets ($000)		Total Net Loans ($000)		Goodwill and Intang. ($000)		Total Deposits ($000)		Total Equity ($000)
SUBJECT
CULLMAN BANCORP, INC.		CULLMAN	AL		4		OTC PINK		331,396		310,260		231,799		0		216,963		56,875
COMPARABLE GROUP
BFIN	BANKFINANCIAL CORP	OLYMPIA FIELDS	IL		20		NASDAQ		1,596,342		1,473,293		1,065,892		293		1,420,227		163,475
ESSA	ESSA BANCORP	STROUDSBURG	PA		23		NASDAQ		1,862,897		1,721,973		1,417,974		14,985		1,553,245		187,507
FSFG	FIRST SAVINGS FINANCIAL GROUP	JEFFERSONVILLE	IN		15		NASDAQ		1,869,420		1,369,424		1,090,121		36,280		1,057,152		169,197
HMNF	HMN FINANCIAL	ROCHESTER	MN		14		NASDAQ		909,562		803,578		670,330		3,764		801,567		88,413
HFBL	HOME FED BANCORP OF LOUISIANA	SHREVEPORT	LA		8		NASDAQ		536,009		472,327		355,209		0		485,008		52,203
IROQ	IF BANCORP	WATSEKA	IL		8		NASDAQ		713,399		676,318		518,241		731		605,145		82,115
PROV	PROVIDENT FINANCIAL HOLDINGS	RIVERSIDE	CA		14		NASDAQ		1,170,722		1,110,975		884,953		295		920,683		114,048
PBIP	PRUDENTIAL BANCORP	PHILADELPHIA	PA		10		NASDAQ		1,193,261		1,188,073		588,300		6,442		774,701		126,684
SVBI	SEVERN BANCORP	ANNAPOLIS	MD		6		NASDAQ		949,911		843,130		650,603		1,314		788,026		121,025
WVFC	WVS FINANCIAL CORP	PITTSBURGH	PA		6		NASDAQ		313,728		326,955		91,748		0		144,522		32,802
	Average				12				1,111,525		998,604		733,337		6,410		855,028		113,747
	Median				12				1,060,317		977,052		660,467		1,023		794,797		117,537
	High				23				1,869,420		1,721,973		1,417,974		36,280		1,553,245		187,507
	Low				6				313,728		326,955		91,748		0		144,522		32,802

117

EXHIBIT 37

KELLER & COMPANY

Dublin, Ohio

614-766-1426

BALANCE SHEET

ASSET COMPOSITION - MOST RECENT QUARTER

				As a Percent of Total Assets
		Total Assets ($000)		Cash & Invest. (%)		MBS (%)		Net Loans (%)		Loan Loss Reserves (%)		Repo- sessed Assets (%)		Goodwill & Intang. (%)		Non-Perf. Assets (%)		Interest Earning Assets (%)		Interest Bearing Liabilities (%)		Capitalized Loan Servicing (%)
SUBJECT
CULLMAN BANCORP, INC.			331,396		23.91		0.87		69.95		0.71		0.13		0.00		0.17		93.62		81.61		0.00
COMPARABLE GROUP
WVFC	WVS FINANCIAL CORP		328,173		43.23		27.35		27.96		0.19		0.00		0.00		0.00		95.21		83.28		0.00
HFBL	HOME FED BANCORP OF LOUISIANA		542,184		7.13		11.51		65.51		0.84		0.18		0.00		1.15		94.31		69.08		0.00
IROQ	IF BANCORP		726,004		6.80		20.24		71.38		0.90		0.06		0.00		0.09		96.39		75.45		0.10
HMNF	HMN FINANCIAL		897,596		13.16		5.87		74.68		1.06		0.05		0.11		0.33		97.28		63.15		0.31
SVBI	SEVERN BANCORP		936,487		20.09		3.07		69.47		0.92		0.11		0.04		0.74		96.02		64.43		0.07
PROV	PROVIDENT FINANCIAL HOLDINGS		1,184,018		9.93		10.41		74.74		0.72		0.00		0.00		0.42		97.33		78.34		0.03
PBIP	PRUDENTIAL BANCORP		1,223,335		21.95		22.62		48.09		0.68		0.00		0.54		1.07		94.48		83.82		0.00
BFIN	BANKFINANCIAL CORP		1,604,329		27.29		0.61		66.44		0.50		0.01		0.00		0.15		95.48		68.27		0.02
FSFG	FIRST SAVINGS FINANCIAL GROUP		1,760,624		12.86		1.21		61.92		0.97		0.10		0.72		0.87		91.77		74.08		0.75
ESSA	ESSA BANCORP		1,892,465		13.10		10.02		74.93		0.81		0.01		0.73		1.09		93.46		77.39		0.01
	Average		1,109,522		17.55		11.29		63.51		0.76		0.05		0.21		0.59		95.17		73.73		0.13
	Median		1,060,253		13.13		10.22		67.96		0.83		0.03		0.02		0.58		95.35		74.77		0.03
	High		1,892,465		43.23		27.35		74.93		1.06		0.18		0.73		1.15		97.33		83.82		0.75
	Low		328,173		6.80		0.61		27.96		0.19		0.00		0.00		0.00		91.77		63.15		0.00
ALL THRIFTS (92)
	Average		2,996,936		14.79		6.86		69.69		0.84		0.08		0.71		0.64		93.62		72.94		0.12
SOUTHEAST THRIFTS (8)
	Average		316,221		21.64		7.62		63.37		0.87		0.26		0.17		0.70		94.57		70.85		0.11
ALABAMA THRIFTS (1)
	Average		89,395		25.78		8.73		57.38		0.97		1.13		0.00		1.98		92.57		72.98		0.00

118

EXHIBIT 38

KELLER & COMPANY

Dublin, Ohio

614-766-1426

BALANCE SHEET COMPARISON

LIABILITIES AND EQUITY - MOST RECENT QUARTER

						As a Percent of Total Assets
		Total Liabilities ($000)		Total Equity ($000)		Total Deposits (%)		Total Borrowings (%)		Other Liabilities (%)		Preferred Equity (%)		Common Equity (%)		Acc. Other Compr. Income (%)			Retained Earnings (%)		Total Equity (%)		Tier 1 Leverage (%)		Total Risk- Based Capital (%)
SUBJECT
CULLMAN BANCORP, INC.			274,521		56,875		65.47		16.14		1.22		0.00		17.16		0.16			14.73		17.16		15.49		NR
COMPARABLE GROUP
WVFC	WVS FI NANCIAL CORP		295,371		32,802		44.04		46.81		0.52		0.00		9.16		0.07			8.90		10.00		9.45		17.49
HFBL	HOME FED BANCORP OF LOUISIANA		489,981		52,203		89.45		0.20		0.74		0.00		9.96		0.13			6.67		9.63		9.73		16.92
IROQ	IF BANCORP		643,889		82,115		83.35		5.53		1.09		0.00		10.68		0.58			7.59		11.31		10.63		0.00
HMNF	HMN FINANCIAL		809,183		88,413		89.30		0.00		0.85		0.00		10.30		0.15			3.50		9.85		9.73		14.41
SVBI	SEVERN BANCORP		815,462		121,025		84.15		4.09		0.55		0.00		13.13		0.00			7.61		12.92		13.59		0.00
PROV	PROVIDENT FINANCIAL HOLDINGS		1,069,970		114,048		77.76		11.99		1.12		0.00		9.94		0.01			4.42		9.63		9.64		18.19
PBIP	PRUDENTIAL BANCORP		1,096,651		126,684		63.33		24.63		2.88		0.00		10.94		(0.24	)		2.08		10.36		10.51		18.08
BFIN	BANKFINANCIAL CORP		1,440,854		163,475		88.52		0.25		1.04		0.00		10.28		0.01			0.44		10.19		10.13		0.00
FSFG	FIRST SAVINGS FINANCIAL GROUP		1,591,427		169,197		60.04		28.55		2.76		0.00		8.59		0.64			5.97		9.61		9.37		13.13
ESSA	ESSA BANCORP		1,704,958		187,507		82.08		14.43		1.25		0.00		9.36		(0.21	)		1.97		9.91		9.08		13.74
	Average		995,775		113,747		76.20		13.65		1.28		0.00		10.23		0.11			4.92		10.34		10.19		11.20
	Median		942,716		117,537		82.72		8.76		1.07		0.00		10.12		0.04			5.20		9.96		9.73		14.08
	High		1,704,958		187,507		89.45		46.81		2.88		0.00		13.13		0.64			8.90		12.92		13.59		18.19
	Low		295,371		32,802		44.04		0.00		0.52		0.00		8.59		(0.24	)		0.44		9.61		9.08		0.00
ALL THRIFTS (92)
	Average		2,652,815		344,121		77.75		9.70		1.28		0.07		11.70		0.12			5.74		11.66		11.15		14.33
SOUTHEAST THRIFTS (8)
	Average		283,492		32,729		82.21		6.56		0.75		0.00		10.81		0.30			5.08		11.00		10.80		16.37
ALABAMA THRIFTS (1)
	Average		79,620		9,775		88.15		0.00		0.91		0.00		10.85		0.37			0.68		10.93		10.76		22.11

119

EXHIBIT 39

KELLER & COMPANY

Dublin, Ohio

614-766-1426

INCOME AND EXPENSE COMPARISON

TRAILING FOUR QUARTERS

($000)

		Interest Income		Interest Expense		Net Interest Income		Provision for Loss			Gain (Loss) on Sale			Total Non-Int. Income		Total Non-Int. Expense		Net Income Before Taxes			Income Taxes		Net Income			Core Income
SUBJECT
CULLMAN BANCORP, INC.			14,172		2,867		11,305		152			0			1,449		8,099		4,503			957		3,546			3,546
COMPARABLE GROUP
WVFC	WVS FINANCIAL CORP		9,125		2,999		6,126		81			(34	)		364		3,567		2,842			733		2,109			2,159
HFBL	HOME FED BANCORP OF LOUISIANA		20,148		4,733		15,415		2,416			219			4,641		12,400		5,240			1,082		4,158			3,800
IROQ	IF BANCORP		26,240		7,626		18,614		497			470			5,472		17,168		6,421			1,795		4,626			3,951
HMNF	HMN FINANCIAL		31,381		3,259		28,122		1,784			0			11,670		25,332		12,640			3,419		9,221			9,082
SVBI	SEVERN BANCORP		34,347		6,834		27,513		850			0			11,783		30,090		8,356			2,194		6,162			6,195
PROV	PROVIDENT FINANCIAL HOLDINGS		41,961		5,930		36,031		1,520			0			4,140		28,108		10,543			3,143		7,400			7,384
PBIP	PRUDENTIAL BANCORP		42,177		19,426		22,751		3,025			5,993			8,343		16,453		11,667			1,708		9,959			1,389
BFIN	BANKFINANCIAL CORP		56,526		9,146		47,380		415			0			5,032		36,637		15,360			4,097		11,263			11,082
FSFG	FIRST SAVINGS FINANCIAL GROUP		59,859		9,265		50,594		7,961			7			131,168		126,227		47,555			13,246		33,583			33,711
ESSA	ESSA BANCORP		64,303		16,334		47,969		3,275			2,927			13,087		40,247		17,534			3,164		14,370			11,214
	Average		38,607		8,555		30,052		2,182			958			19,570		33,623		13,816			3,458		10,285			8,997
	Median		38,154		7,230		27,818		1,652			4			6,908		26,720		11,105			2,669		8,311			6,790
	High		64,303		19,426		50,594		7,961			5,993			131,168		126,227		47,555			13,246		33,583			33,711
	Low		9,125		2,999		6,126		81			(34	)		364		3,567		2,842			733		2,109			1,389
ALL THRIFTS (92)
	Average		103,167		24,651		78,517		10,887			26,658			36,501		68,716		35,371			8,019		27,311			26,275
SOUTHEAST THRIFTS (8)
	Average		11,287		2,160		9,127		901			121			2,036		7,759		2,501			470		2,031			1,782
ALABAMA THRIFTS (1)
	Average		3,120		460		2,660		(143	)		0			345		3,201		(53	)		0		(53	)		62

120

EXHIBIT 40

KELLER & COMPANY

Dublin, Ohio

614-766-1426

INCOME AND EXPENSE COMPARISON

AS A PERCENTAGE OF AVERAGE ASSETS

		Interest Income		Interest Expense		Net Interest Income		Provision for Loss			Gain (Loss) on Sale			Total Non-Int. Income		Total Non-Int. Expense		Net Income Before Taxes			Income Taxes		Net Income			Core Income
SUBJECT
CULLMAN BANCORP, INC.			4.50		0.91		3.59		0.05			0.00			0.46		2.57		1.43			0.30		1.13			1.13
COMPARABLE GROUP
WVFC	WVS FINANCIAL CORP		2.59		0.85		1.74		0.02			(0.01	)		0.11		1.01		0.81			0.21		0.70			0.61
HFBL	HOME FED BANCORP OF LOUISIANA		4.07		0.96		3.11		0.49			0.04			0.89		2.50		1.06			0.22		0.84			0.77
IROQ	IF BANCORP		3.72		1.08		2.64		0.07			0.07			0.71		2.43		0.91			0.25		0.62			0.56
HMNF	HMN FINANCIAL		3.78		0.39		3.39		0.21			0.00			1.41		3.05		1.52			0.41		0.99			1.09
SVBI	SEVERN BANCORP		3.89		0.77		3.12		0.10			0.00			1.34		3.41		0.95			0.25		0.76			0.70
PROV	PROVIDENT FINANCIAL HOLDINGS		3.67		0.52		3.15		0.13			0.00			0.36		2.46		0.92			0.27		0.74			0.65
PBIP	PRUDENTIAL BANCORP		3.39		1.56		1.83		0.24			0.48			0.19		1.32		0.94			0.14		0.97			0.11
BFIN	BANKFINANCIAL CORP		3.69		0.60		3.09		0.03			0.00			0.33		2.39		1.00			0.27		0.86			0.72
FSFG	FIRST SAVINGS FINANCIAL GROUP		3.94		0.61		3.33		0.52			0.00			8.64		8.31		3.13			0.87		1.56			2.22
ESSA	ESSA BANCORP		3.36		0.85		2.51		0.17			0.15			0.53		2.10		0.92			0.17		0.74			0.59
	Average		3.61		0.82		2.79		0.20			0.07			1.45		2.90		1.22			0.31		0.88			0.80
	Median		3.70		0.81		3.10		0.15			0.00			0.62		2.44		0.94			0.25		0.80			0.67
	High		4.07		1.56		3.39		0.52			0.48			8.64		8.31		3.13			0.87		1.56			2.22
	Low		2.59		0.39		1.74		0.02			(0.01	)		0.11		1.01		0.81			0.14		0.62			0.11
ALL THRIFTS (92)
	Average		3.78		0.81		2.97		0.27			0.31			0.88		2.85		1.09			0.24		0.76			0.75
SOUTHEAST THRIFTS (8)
	Average		3.82		0.77		3.05		0.18			0.04			0.72		2.91		0.73			0.14		0.54			0.50
ALABAMA THRIFTS (1)
	Average		3.72		0.55		3.17		(0.17	)		0.00			0.41		3.82		(0.06	)		0.00		(0.06	)		0.07

121

EXHIBIT 41

KELLER & COMPANY

Dublin, Ohio

614-766-1426

YIELDS, COSTS AND EARNINGS RATIOS

TRAILING FOUR QUARTERS

		Yield on Int. Earning Assets (%)		Cost of Int. Bearing Liabilities (%)		Net Interest Spread (%)		Net Interest Margin * (%)		ROAA (%)			ROAE (%)			Core ROAA (%)		Core ROAE (%)
SUBJECT
CULLMAN BANCORP, INC.			4.82		1.18		3.64		3.85		1.13			6.43			1.13		6.43
COMPARABLE GROUP
WVFC	WVS FINANCIAL CORP		2.79		1.96		0.83		1.87		0.70			7.95			0.61		6.92
HFBL	HOME FED BANCORP OF LOUISIANA		4.27		1.06		3.20		3.26		0.84			8.01			0.77		7.35
IROQ	IF BANCORP		3.88		1.31		2.57		2.75		0.62			5.43			0.56		4.89
HMNF	HMN FINANCIAL		3.91		0.44		3.46		3.50		0.99			9.36			1.09		10.36
SVBI	SEVERN BANCORP		4.07		0.94		3.13		3.26		0.76			5.63			0.70		5.18
PROV	PROVIDENT FINANCIAL HOLDINGS		3.78		0.67		3.11		3.24		0.74			7.40			0.65		6.43
PBIP	PRUDENTIAL BANCORP		3.55		2.55		1.00		1.91		0.97			9.18			0.11		1.06
BFIN	BANKFINANCIAL CORP		3.84		0.67		3.17		3.22		0.86			8.06			0.72		6.76
FSFG	FIRST SAVINGS FINANCIAL GROUP		4.37		0.97		3.40		3.69		1.56			16.26			2.22		23.08
ESSA	ESSA BANCORP		3.73		1.13		2.61		2.79		0.74			7.61			0.59		5.99
	Average		3.82		1.17		2.65		2.95		0.88			8.49			0.80		7.80
	Median		3.86		1.02		3.12		3.23		0.80			7.98			0.68		6.60
	High		4.37		2.55		3.46		3.69		1.56			16.26			2.22		23.08
	Low		2.79		0.44		0.83		1.87		0.62			5.43			0.11		1.06
ALL THRIFTS (92)
	Average		4.10		1.10		3.00		3.22		0.76			6.76			0.75		6.51
SOUTHEAST THRIFTS (8)
	Average		4.14		0.97		3.17		3.30		0.54			5.20			0.50		4.94
ALABAMA THRIFTS (1)
	Average		4.02		0.63		3.40		3.43		(0.06	)		(0.48	)		0.07		0.63

* Based on average interest-earning assets.

122

EXHIBIT 42

KELLER & COMPANY

Dublin, Ohio

614-766-1426

RESERVES AND SUPPLEMENTAL DATA

		Reserves and Supplemental Data
		Reserves/ Gross Loans (%)		Reserves/ Non-Perf. Assets (%)		Net Chargeoffs/ Average Loans (%)			Provisions/ Net Chargeoffs (%)			Non-Perf Loans/ Total Loans (%)		Effective Tax Rate (%)
SUBJECT
CULLMAN BANCORP, INC.			1.01		424.64		0.00			1,688.89			0.24		21.25
COMPARABLE GROUP
WVFC	WVS FINANCIAL CORP		0.67		0.00		0.00			0.00			0.00		28.04
HFBL	HOME FED BANCORP OF LOUISIANA		1.17		86.51		0.15			356.69			1.36		20.75
IROQ	IF BANCORP		1.24		2,768.51		0.06			217.36			0.04		27.99
HMNF	HMN FINANCIAL		1.39		375.28		0.12			266.90			0.37		28.05
SVBI	SEVERN BANCORP		1.27		145.20		(0.14	)		(123.73	)		0.87		25.62
PROV	PROVIDENT FINANCIAL HOLDINGS		0.95		170.76		0.00			(5,711.11	)		0.56		29.46
PBIP	PRUDENTIAL BANCORP		1.39		63.69		0.03			2,320.00			2.19		13.11
BFIN	BANKFINANCIAL CORP		0.75		343.23		(0.01	)		(615.09	)		0.22		26.42
FSFG	FIRST SAVINGS FINANCIAL GROUP		1.22		125.71		0.11			775.86			0.97		28.82
ESSA	ESSA BANCORP		1.07		75.75		0.02			1,169.35			1.42		18.33
	Average		1.11		415.46		0.03			(134.38	)		0.80		24.66
	Median		1.20		135.46		0.03			242.13			0.72		27.21
	High		1.39		2,768.51		0.15			2,320.00			2.19		29.46
	Low		0.67		0.00		(0.14	)		(5,711.11	)		0.00		13.11
ALL THRIFTS (92)
	Average		1.13		373.62		0.05			672.56			0.80		7.12
SOUTHEAST THRIFTS (8)
	Average		1.37		629.15		(0.00	)		(323.31	)		0.70		18.39
ALABAMA THRIFTS (1)
	Average		1.66		114.25		(0.08	)		0.00			1.45		0.00

123

EXHIBIT 43

KELLER & COMPANY

Dublin, Ohio

614-766-1426

COMPARABLE GROUP MARKET, PRICING AND FINANCIAL RATIOS

STOCK PRICES AS OF FEBRUARY 12, 2021

FINANCIAL DATA/ALL RATIOS MOST RECENT FOUR QUARTERS

		Market Data									Pricing Ratios											Dividends						Financial Ratios
		Market Value ($M)		Price/ Share ($)		12 Mo. EPS ($)			Bk. Value /Share ($)		Price/ Earnings (X)			Price/ Book Value (%)		Price/ Assets (%)		Price/ Tang. Bk. Val. (%)		Price/ Core Earnings (X)		12 Mo. Div./ Share ($)		Dividend Yield (%)		Payout Ratio (%)		Equity/ Assets (%)		Core ROAA (%)		Core ROAE (%)
CULLMAN BANCORP INC.
	Midpoint		56,000		10.00		0.63			15.51		16.13			64.56		15.54		64.56		16.13		0.34		1.48		23.41		24.03		0.93		3.87
	Minimum		47,600		10.00		0.74			17.34		13.70			57.74		13.37		57.74		13.70		0.34		3.40		45.66		23.11		0.95		4.10
	Maximum		64,400		10.00		0.54			14.15		18.81			77.07		17.69		77.07		18.81		0.34		3.40		62.74		24.93		0.91		3.66
	Maximum, as adjusted		74,060		10.00		0.47			12.97		22.02			77.16		20.08		77.16		22.02		0.34		3.40		72.80		25.93		0.89		3.44
ALL THRIFTS (92)
	Average		345,104		23.65		1.90			24.40		11.62			94.29		11.05		104.22		14.37		0.57		2.52		27.81		11.66		0.93		7.95
	Median		76,972		15.34		1.14			18.28		11.77			88.50		9.68		98.63		12.95		0.30		2.06		23.66		11.06		0.72		6.21
ALABAMA THRIFTS (1)
	Average		2,168		3.09		(0.07	)		13.93		(44.14	)		22.18		2.42		22.18		34.33		0.18		5.83		NM		10.93		0.07		0.63
	Median		17,882		15.00		1.31			16.62		11.45			90.25		8.82		92.42		10.00		0.31		2.07		NM		9.78		0.93		9.68
COMPARABLE GROUP (10)
	Average		100,460		21.00		2.21			23.07		11.53			89.47		9.24		93.79		19.55		0.27		1.64		19.03		10.34		0.80		7.80
	Median		99,995		15.46		1.33			17.16		11.55			87.53		9.17		93.31		14.38		0.25		1.21		17.69		9.96		0.67		6.59
COMPARABLE GROUP
BFIN	BANKFINANCIAL CORP		131,931		8.86		0.89			10.98		9.96			80.69		8.26		80.84		11.97		0.40		4.51		44.94		10.19		0.72		6.76
ESSA	ESSA BANCORP		164,625		15.02		1.30			17.11		11.55			87.78		8.84		95.43		14.73		0.44		2.93		33.85		9.91		0.59		5.99
FSFG	FIRST SAVINGS FIN GROUP		152,971		64.40		10.00			71.23		6.44			90.41		8.18		115.08		4.54		0.68		1.06		6.80		9.61		2.22		23.08
HMNF	HMN FINANCIAL		83,282		17.22		1.70			18.28		10.13			94.20		9.16		98.40		9.16		0.00		0.00		0.00		9.85		1.09		10.36
HFBL	HOME FED BANCORP OF LA		53,460		31.00		2.40			30.27		12.92			102.41		9.97		102.41		14.07		0.20		0.65		8.33		9.63		0.77		7.35
IROQ	IF BANCORP		71,483		22.06		1.35			25.34		16.34			87.06		10.02		87.82		18.08		0.30		1.36		22.22		11.31		0.56		4.89
PROV	PROVIDENT FIN HOLDINGS		118,237		15.90		1.14			15.34		13.95			103.67		10.10		103.94		16.01		0.15		0.94		13.16		9.63		0.65		6.43
PBIP	PRUDENTIAL BANCORP		109,659		13.46		1.47			15.55		9.16			86.56		9.19		91.20		78.95		0.00		0.00		0.00		10.36		0.11		1.06
SVBI	SEVERN BANCORP		90,331		7.05		0.53			9.45		13.30			74.60		9.51		75.48		14.69		0.16		2.27		30.19		12.92		0.70		5.18
WVFC	WVS FINANCIAL CORP		28,620		15.01		1.30			17.20		11.55			87.27		9.12		87.27		13.28		0.40		2.66		30.77		10.00		0.61		6.92

124

EXHIBIT 44

Valuation Summary

	Total Shares			Offering Shares			Foundation Shares			Exchange Shares Issued to the Public Shareholders			Exchange Ratio
													(x)
Shares
Midpoint		5,600,000			3,259,872			112,000			2,228,128			2.1288
Minimum		4,760,000			2,770,891			95,200			1,893,909			1.8094
Maximum		6,440,000			3,748,853			128,800			2,562,347			2.4481
Supermaximum		7,406,000			4,311,181			148,120			2,946,699			2.8153
Distribution of Shares
Midpoint		100.00	%		58.21	%		2.00	%		39.79	%
Minimum		100.00	%		58.21	%		2.00	%		39.79	%
Maximum		100.00	%		58.21	%		2.00	%		39.79	%
Supermaximum		100.00	%		58.21	%		2.00	%		39.79	%
Aggregate Market Value
Midpoint	$	56,000,000		$	32,598,720		$	1,120,000		$	22,281,280
Minimum		47,600,000			27,708,910			952,000			18,939,090
Maximum		64,400,000			37,488,530			1,288,000			25,623,470
Supermaximum		74,060,000			43,111,810			1,481,200			29,466,990

125

EXHIBIT 45

KELLER & COMPANY

Columbus, Ohio

614-766-1426

VALUATION ANALYSIS AND CALCULATION—SECOND STAGE OFFERING

Cullman Bancorp, Inc.

Pricing ratios and parameters:

Pro Forma	Symbol	Midpoint Ratios			Comparable Group				All Thrifts
					Average		Median		Average		Median
Price to earnings (X)	P/E		16.13			11.53		11.55		11.62		11.77
Price to core earnings (X)	P/CE		16.13			19.55		14.38		14.37		12.95
Price to book value	P/B		64.56	%		89.47		87.53		94.29		88.50
Price to tangible book value	P/TB		64.56	%		93.79		93.31		104.22		98.63
Price to assets	P/A		15.54	%		9.24		9.17		11.05		9.68
Pre conversion earnings	(Y)		$    3,546,000    For the twelve months ended  December 31, 2020
Pre conversion core earnings	(CY)		$    3,546,000    For the twelve months ended  December 31, 2020
Pre conversion book value	(B)		$  59,509,151    At December 31, 2020
Pre conversion tang. book value	(TB)		$  59,509,151    At December 31, 2020
Pre conversion assets	(A)		$334,030,151    At December 31, 2020
Conversion expense	(X)		4.61%			Percent sold				(PCT)		59.40%
ESOP stock purchase	(E)		8.00%			Option % granted				(OP)		10.00%
ESOP cost of borrowings, net	(S)		0.00%			Est. option value				(OV)		25.90%
ESOP term (yrs.)	(T)		25			Option maturity				(OM)		5
RRP amount	(M)		4.00%			Option % taxable				(OT)		25.00%
RRP term (yrs.)	(N)		5			Price per share				(P)		$ 10.00
Tax rate	(TAX)		21.00%
Investment rate of return, pretax			1.21%
Investment rate of return, net	(RR)		0.96%

Formulae to indicate value after conversion:

1. P/CE method:     Value =                                              P/CE*CY		=         $	56,000,000
((1-P/CE*(PCT)*((1-X-E-M)*(RR*(1-TAX))-((1-TAX)*E/T)-((1-TAX)*M/N)-((1-TAX)*OT)*(OP*OV)/OM)))
2. P/B method:     Value =	P/B*(B)	=         $	56,000,000
	(1-PB*(PCT)*(1-X-E-M))
3. P/A method:     Value =	P/A*(A)	=         $	56,000,000
	(1-PA*(PCT)*(1-X-E-M))

VALUATION CORRELATION AND CONCLUSIONS:

	Exchange Shares Issued		Public Shares Issued		Gross Proceeds of Public Offering		Exchange Ratio		Total Shares Issued		TOTAL VALUE
Midpoint		2,228,128		3,259,872	$	32,598,720		2.1288		5,600,000	$	56,000,000
Minimum		1,893,909		2,770,891	$	27,708,910		1.8094		4,760,000	$	47,600,000
Maximum		2,562,347		3,748,853	$	37,488,530		2.4481		6,440,000	$	64,400,000
Maximum, as adjusted		2,946,699		4,311,181	$	43,111,810		2.8153		7,406,000	$	74,060,000

(1) Proceeds reduced to reflect 2.0 percent of total shares issued to the foundation: 95,200, 112,000, 128,800 and 148,120 shares at the minimum, midpoint, maximum and adjusted maximum of the range, respectively.

126

EXHIBIT 46

KELLER & COMPANY

Columbus, Ohio

614-766-1426

PROJECTED EFFECT OF CONVERSION PROCEEDS

Cullman Savings Bank

At the MINIMUM

1. Gross Offering Proceeds
Offering proceeds (1)	$	27,708,910
Less: Estimated offering expenses		1,488,000
Net offering proceeds	$	26,220,910
2. Generation of Additional Income
Net offering proceeds	$	26,220,910
Less: Stock-based benefit plans (2)		3,325,069
Cash to Foundation		100,000
Net offering proceeds invested	$	22,795,841
Investment rate, after taxes		0.96	%
Earnings increase - return on proceeds invested	$	217,905
Less: Estimated cost of ESOP borrowings		0
Less: Amortization of ESOP borrowings, net of taxes		70,048
Less: Stock-based incentive plan expense, net of taxes		175,120
Less: Option expense, net of applicable taxes		132,846
Net earnings increase (decrease)	$	(160,109	)
3. Comparative Pro Forma Earnings
	Net			Core
Before conversion - 12 months ended 12/31/20	$	3,546,000		$	3,546,000
Net earnings increase (decrease)		(160,109	)		(160,109	)
After conversion	$	3,385,891		$	3,385,891
4. Comparative Pro Forma Net Worth (3)
	Total			Tangible
Before conversion - 12/31/20	$	59,509,151		$	59,509,151
Net cash conversion proceeds		22,795,841			22,795,841
Tax benefit of foundation contribution		220,920			220,920
After conversion	$	82,525,912		$	82,525,912
5. Comparative Pro Forma Assets
Before conversion - 12/31/20	$	334,030,151
Net cash conversion proceeds		22,795,841
Tax benefit of foundation contribution		220,920
After conversion	$	357,046,912

(1) Represents gross proceeds of public offering.

(2) Represents ESOP and stock-based incentive plans.

(3) ESOP and RRP are omitted from net worth.

127

EXHIBIT 47

KELLER & COMPANY

Columbus, Ohio

614-766-1426

PROJECTED EFFECT OF CONVERSION PROCEEDS

Cullman Savings Bank

At the MIDPOINT

1. Gross Offering Proceeds
Offering proceeds (1)	$	32,598,720
Less: Estimated offering expenses		1,502,000
Net offering proceeds	$	31,096,720
2. Generation of Additional Income
Net offering proceeds	$	31,096,720
Less: Stock-based benefit plans (2)		3,911,846
Cash to Foundation		100,000
Net offering proceeds invested	$	27,084,874
Investment rate, after taxes		0.96	%
Earnings increase - return on proceeds invested	$	258,904
Less: Estimated cost of ESOP borrowings		0
Less: Amortization of ESOP borrowings, net of taxes		82,410
Less: Stock-based incentive plan expense, net of taxes		206,024
Less: Option expense, net of applicable taxes		156,290
Net earnings increase (decrease)	$	(185,819	)
3. Comparative Pro Forma Earnings
	Regular			Core
Before conversion - 12 months ended 12/31/20	$	3,546,000		$	3,546,000
Net earnings increase		(185,819	)		(185,819	)
After conversion	$	3,360,181		$	3,360,181
4. Comparative Pro Forma Net Worth (3)
	Total			Tangible
Before conversion - 12/31/20	$	59,509,151		$	59,509,151
Net cash conversion proceeds		27,084,874			27,084,874
Tax benefit of foundation contribution		256,200			256,200
After conversion	$	86,850,225		$	86,850,225
5. Comparative Pro Forma Assets
Before conversion - 12/31/20	$	334,030,151
Net cash conversion proceeds		27,084,874
Tax benefit of foundation contribution		256,200
After conversion	$	361,371,225

(1) Represents gross proceeds of public offering.

(2) Represents ESOP and stock-based incentive plans.

(3) ESOP and RRP are omitted from net worth.

128

EXHIBIT 48

KELLER & COMPANY

Columbus, Ohio

614-766-1426

PROJECTED EFFECT OF CONVERSION PROCEEDS

Cullman Savings Bank

At the MAXIMUM

1. Gross Offering Proceeds
Offering proceeds (1)	$	37,488,530
Less: Estimated offering expenses		1,547,000
Net offering proceeds	$	35,941,530
2. Generation of Additional Income
Net offering proceeds	$	35,941,530
Less: Stock-based benefit plans (2)		4,498,624
Cash to Foundation		100,000
Net offering proceeds invested	$	31,342,906
Investment rate, after taxes		0.96	%
Earnings increase - return on proceeds invested	$	299,607
Less: Estimated cost of ESOP borrowings		0
Less: Amortization of ESOP borrowings, net of taxes		94,771
Less: Stock-based incentive plan expense, net of taxes		236,928
Less: Option expense, net of applicable taxes		179,733
Net earnings increase (decrease)	$	(211,825	)
3. Comparative Pro Forma Earnings
	Regular			Core
Before conversion - 12 months ended 12/31/20	$	3,546,000		$	3,546,000
Net earnings increase		(211,825	)		(211,825	)
After conversion	$	3,334,175		$	3,334,175
4. Comparative Pro Forma Net Worth (3)
	Total			Tangible
Before conversion - 12/31/20	$	59,509,151		$	59,509,151
Net cash conversion proceeds		31,342,906			31,342,906
Tax benefit of foundation contribution		291,480			291,480
After conversion	$	91,143,537		$	91,143,537
5. Comparative Pro Forma Assets
Before conversion - 12/31/20	$	334,030,151
Net cash conversion proceeds		31,342,906
Tax benefit of foundation contribution		291,480
After conversion	$	365,664,537

(1) Represents gross proceeds of public offering.

(2) Represents ESOP and stock-based incentive plans.

(3) ESOP and RRP are omitted from net worth.

129

EXHIBIT 49

KELLER & COMPANY

Columbus, Ohio

614-766-1426

PROJECTED EFFECT OF CONVERSION PROCEEDS

Cullman Savings Bank

At the Maximum, as adjusted

1. Gross Offering Proceeds
Offering proceeds (1)	$	43,111,810
Less: Estimated offering expenses		1,599,000
Net offering proceeds	$	41,512,810
2. Generation of Additional Income
Net offering proceeds	$	41,512,810
Less: Stock-based benefit plans (2)		5,173,417
Cash to Foundation		100,000
Net offering proceeds invested	$	36,239,393
Investment rate, after taxes		0.96	%
Earnings increase - return on proceeds invested	$	346,412
Less: Estimated cost of ESOP borrowings		0
Less: Amortization of ESOP borrowings, net of taxes		108,987
Less: Stock-based incentive plan expense, net of taxes		272,467
Less: Option expense, net of applicable taxes		206,693
Net earnings increase (decrease)	$	(241,734	)
3. Comparative Pro Forma Earnings
	Regular			Core
Before conversion - 12 months ended 12/31/20	$	3,546,000		$	3,546,000
Net earnings increase		(241,734	)		(241,734	)
After conversion	$	3,304,266		$	3,304,266
4. Comparative Pro Forma Net Worth (3)
	Total			Tangible
Before conversion - 12/31/20	$	59,509,151		$	59,509,151
Net cash conversion proceeds		36,239,393			36,239,393
Tax benefit of foundation contribution		332,052			332,052
After conversion	$	96,080,596		$	96,080,596
5. Comparative Pro Forma Assets
Before conversion - 12/31/20	$	334,030,151
Net cash conversion proceeds		36,239,393
Tax benefit of foundation contribution		332,052
After conversion	$	370,601,596

(1) Represents gross proceeds of public offering.

(2) Represents ESOP and stock-based incentive plans.

(3) ESOP and RRP are omitted from net worth.

130

EXHIBIT 50

KELLER & COMPANY

Columbus, Ohio

614-766-1426

SUMMARY OF VALUATION PREMIUM OR DISCOUNT

				Premium or (discount) from comparable group.
	Cullman Savings Bank			Average			Median
Midpoint:
Price/earnings		16.13	x		39.90	%		39.65	%
Price/book value		64.56	% *		(27.84	)%		(26.24	)%
Price/assets		15.54	%		68.18	%		69.47	%
Price/tangible book value		64.56	%		(31.17	)%		(30.81	)%
Price/core earnings		16.13	x		(17.49	)%		12.17	%
Minimum of range:
Price/earnings		13.70	x		18.82	%		18.61	%
Price/book value		57.74	% *		(35.46	)%		(34.03	)%
Price/assets		13.37	%		44.70	%		45.80	%
Price/tangible book value		57.74	%		(38.44	)%		(38.12	)%
Price/core earnings		13.70	x		(29.92	)%		(4.73	)%
Maximum of range:
Price/earnings		18.81	x		63.14	%		62.86	%
Price/book value		77.07	% *		(13.86	)%		(11.95	)%
Price/assets		17.69	%		91.45	%		92.91	%
Price/tangible book value		77.07	%		(17.83	)%		(17.40	)%
Price/core earnings		18.81	x		(3.79	)%		30.81	%
Super maximum of range:
Price/earnings		22.02	x		90.98	%		90.65	%
Price/book value		77.16	% *		(13.76	)%		(11.85	)%
Price/assets		20.08	%		117.32	%		118.97	%
Price/tangible book value		77.16	%		(17.73	)%		(17.31	)%
Price/core earnings		22.02	x		12.63	%		53.13	%

* Represents pricing ratio associated with primary valuation method.

131

ALPHABETICAL

EXHIBITS

EXHIBIT A

KELLER & COMPANY, INC.

Financial Institution Consultants

555 Metro Place North, Suite 524	614-766-1426
Dublin, Ohio 43017	(fax) 614-766-1459

PROFILE OF THE FIRM

KELLER & COMPANY, INC. is a national consulting firm to financial institutions, serving clients throughout the United States from its office in Dublin, Ohio. Since our inception in 1985, we have provided a wide range of consulting services to over 250 financial institutions including banks, thrifts, mortgage companies, insurance companies and holding companies from Oregon to Maine.

Services offered by Keller & Company include the preparation of stock and ESOP valuations, fairness opinions, business and strategic plans, capital plans, financial models and projections, market studies, de novo charter and deposit insurance applications, incentive compensation plans, compliance policies, lending, underwriting and investment criteria, and responses to regulatory comments. Keller & Company also serves as advisor in merger/acquisition, deregistration, going private, secondary offering and branch purchase/sale transactions. Keller & Company is additionally active in director and management review, product analysis and development, performance analysis, compensation review, policy development, charter conversion, data processing, information technology systems, and conference planning and facilitation.

Keller & Company is one of the leading firms in the U.S. with regard to the completion of ESOP valuations for financial institutions and prepares over 30 ESOP valuations a year. Keller is also one of the leading conversion appraisal firms in the United States.

Keller has on-line access to current and historical financial, organizational and demographic data for every financial institution and financial institution holding company in the United States as well as daily pricing data and ratios for all publicly traded financial institutions.

Keller & Company is an experienced appraiser of financial institutions for filing conversion appraisals with the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the Federal Reserve Board and numerous state government agencies, and is also experienced in completing valuations for the Internal Revenue Service as an expert in financial institution stock valuations.

Each of the firm’s senior consultants has over twenty-five years of front line experience and accomplishment in various areas of the financial institution, regulatory and real estate sectors, offering clients distinct and diverse areas of expertise. It is the goal of Keller & Company to provide specific and ongoing relationship-based services that are pertinent, focused and responsive to the needs of the individual client institution within the changing industry environment, and to offer those services at reasonable fees on a timely basis. In recent years, Keller & Company has become one of the leading and most recognized financial institution consulting firms in the nation.

132

CONSULTANTS IN THE FIRM

MICHAEL R. KELLER has over thirty-five years experience as a consultant to the financial institution industry. Immediately following his graduation from college, Mr. Keller took a position as an examiner of financial institutions in northeastern Ohio with a focus on Cleveland area institutions. After working two years as an examiner, Mr. Keller entered Ohio State University full time to obtain his M.B.A. in Finance.

Mr. Keller then worked as an associate for a management consulting firm specializing in services to financial institutions immediately after receiving his M.B.A. During his eight years with the firm, he specialized in mergers and acquisitions, branch acquisitions and sales, branch feasibility studies, stock valuations, charter applications, and site selection analyses. By the time of his departure, he had attained the position of vice president, with experience in almost all facets of banking operations.

Prior to forming Keller & Company, Mr. Keller also worked as a senior consultant in a larger consulting firm. In that position, he broadened his activities and experience, becoming more involved with institutional operations, business and strategic planning, regulatory policies and procedures, performance analysis, conversion appraisals, and fairness opinions. Mr. Keller established Keller & Company in November 1985 to better serve the needs of the financial institution industry.

Mr. Keller graduated from the College of Wooster with a B.A. in Economics in 1972, and later received an M.B.A. in Finance in 1976 from the Ohio State University where he took numerous courses in corporate stock valuations.

133

Consultants in the Firm (cont.)

SUSAN H. O’DONNELL has twenty-five years of experience in the finance and accounting areas of the banking industry.

At the start of her career, Ms. O’Donnell worked in public accounting for Coopers & Lybrand in Cincinnati and earned her CPA. Her clients consisted primarily of financial institutions and health care companies.

Ms. O’Donnell then joined Empire Bank of America in Buffalo, New York. During her five years with Empire, Ms. ODonnell progressed to the level of Vice President and was responsible for SEC, FHLB and internal financial reporting. She also coordinated the offering circular for its initial offering of common stock.

Ms. O’Donnell later joined Banc One Corporation where she worked for eleven years. She began her career at Banc One in the Corporate Accounting Department where she was responsible for SEC, Federal Reserve and investor relations reporting and coordinated the offering documents for stock and debt offerings. She also performed acquisition work including regulatory applications and due diligence and established accounting policies and procedures for all affiliates. Ms. O’Donnell later moved within Banc One to the position of chief financial officer of the Personal Trust business responsible for $225 million in revenue. She then provided leadership as the Director of Personal Trust Integration responsible for various savings and revenue enhancements related to the Bank One/First Chicago merger.

Ms. O’Donnell graduated from Miami University with a B.S. in Business. She also completed the Leading Strategic Change Program at The Darden School of Business and the Banc One Leadership Development Program.

134

Consultants in the Firm (cont.)

JOHN A. SHAFFER has over thirty years experience in banking, finance, real estate lending, and development.

Following his university studies, Mr. Shaffer served as a lending officer for a large real estate investment trust, specializing in construction and development loans. Having gained experience in loan underwriting, management and workout, he later joined Chemical Bank of New York and was appointed Vice President for Loan Administration of Chemical Mortgage Company in Columbus, Ohio. At Chemical, he managed all commercial and residential loan servicing, administering a portfolio in excess of $2 billion. His responsibilities also included the analysis, management and workout of problem commercial real estate loans and equity holdings, and the structuring, negotiation, acquisition and sale of loan servicing, mortgage and equity securities and real estate projects. Mr. Shaffer later formed and managed an independent real estate and financial consulting firm, serving corporate and institutional clients, and also investing in and developing real estate.

Mr. Shaffer’s primary activities and responsibilities have included financial analysis, projection and modeling, asset and liability management, real estate finance and development, loan management and workout, organizational and financial administration, budgeting, cash flow management and project design.

Mr. Shaffer graduated from Syracuse University with a B.S. in Business Administration, later receiving an M.B.A. in Finance and a Ph.D. in Economics from New York University.

135

EXHIBIT B

RB 20

CERTIFICATION

I hereby certify that I have not been the subject of any criminal, civil or administrative judgments, consents, undertakings or orders, or any past administrative proceedings (excluding routine or customary audits, inspections and investigation) issued by any federal or state court, any department, agency, or commission of the U.S. Government, any state or municipality, any self-regulatory trade or professional organization, or any foreign government or governmental entity, which involve:

(i) commission of a felony, fraud, moral turpitude, dishonesty or breach of trust;

(ii) violation of securities or commodities laws or regulations;

(iii) violation of depository institution laws or regulations;

(iv) violation of housing authority laws or regulations;

(v) violation of the rules, regulations, codes or conduct or ethics of a self-regulatory trade or professional organization;

(vi) adjudication of bankruptcy or insolvency or appointment of a receiver, conservator, trustee, referee, or guardian.

I hereby certify that the statements I have made herein are true, complete and correct to the best of my knowledge and belief.

	Conversion Appraiser
March 4, 2021		/s/ Michael R. Keller
Date		Michael R. Keller

136

EXHIBIT C

AFFIDAVIT OF INDEPENDENCE

STATE OF OHIO,

COUNTY OF FRANKLIN, ss:

I, Michael R. Keller, being first duly sworn hereby depose and say that:

The fee which I received directly from the applicant, Cullman Bancorp, Inc., in the amount of $40,000 for the performance of my appraisal was not related to the value determined in the appraisal and that the undersigned appraiser is independent and has fully disclosed any relationships which may have a material bearing upon the question of my independence; and that any indemnity agreement with the applicant has been fully disclosed.

Further, affiant sayeth naught.

/s/ Michael R. Miller

MICHAEL R. KELLER

Sworn to before me and subscribed in my presence this 4^th day of March 2021.

/s/ Janet M. Mohr

NOTARY PUBLIC

137

EX-99.4

Exhibit 99_4

Dear Valued Depositor:

We are pleased to announce that the Boards of Directors of Cullman Savings Bank, Cullman Bancorp, Inc. and Cullman Savings Bank, MHC have voted unanimously in favor of a plan of conversion and reorganization (the “Plan”) whereby Cullman Savings Bank, MHC will convert from the mutual holding company form to the full stock form of organization. We are converting to, among other things, transition to a more familiar and flexible organizational structure that will better support our long-term growth. Also, to further our commitment to our local community, we intend to make a contribution of shares of common stock and cash to a new charitable foundation that we intend to establish as part of the conversion and stock offering. Enclosed you will find a Prospectus, a Proxy Statement, a Stock Order Form and a Questions and Answers Brochure describing the proxy vote, the offering and the Plan.

THE PROXY VOTE

Your vote is extremely important for us to meet our goals. We must receive approval of our depositors to implement the Plan and contribute to the new charitable foundation. NOT VOTING YOUR ENCLOSED PROXY CARD(S) WILL HAVE THE SAME EFFECT AS VOTING ‘‘AGAINST’’ THE PLAN AND ‘‘AGAINST’’ THE CONTRIBUTION TO THE CHARITABLE FOUNDATION.

Note that you may receive more than one Proxy Card, depending on the ownership structure of your accounts at Cullman Savings Bank. Please vote all the Proxy Cards you receive — none are duplicates! To cast your vote, please sign each Proxy Card and return the card(s) in the Proxy Reply Envelope provided. Alternatively, you may vote by telephone or the Internet by following the simple instructions on the Proxy Card.

Our Board of Directors urges you to vote ‘‘FOR’’ the approval of the Plan and “FOR” the approval of the contribution to the charitable foundation.

Please note:

• The proceeds resulting from the sale of stock will support our business strategy.

• There will be no change to balances, interest rates or other terms of your accounts at Cullman Savings Bank as a result of the conversion. Deposit accounts will not be converted to stock. Your deposit accounts will continue to be insured by the FDIC, up to the maximum legal limits.

• You will continue to enjoy the same services with the same Board of Directors, management and staff.

• Voting does not obligate you to purchase shares of common stock in our offering.

THE STOCK OFFERING

As an eligible depositor of Cullman Savings Bank, you have non-transferable rights, but no obligation, to purchase shares of common stock during our Subscription Offering before any shares are made available for sale to the general public. The common stock is being offered at $10.00 per share, and there will be no sales commission charged to purchasers during the offering.

Please read the enclosed Prospectus and related materials carefully before making an investment decision. If you are interested in purchasing shares of common stock, complete the enclosed Stock Order Form and return it, with full payment, in the Stock Order Reply Envelope provided. You may submit your Stock Order Form by overnight delivery to the indicated address on the Stock Order Form, by hand delivery to our Stock Information Center, which is located at Cullman Savings Bank’s main office located at 316 Second Avenue, SW, Cullman, Alabama, or by mail using the Stock Order Reply Envelope provided. Stock Order Forms and full payment must be received (not postmarked) before 4:30 p.m., Central Time, on [June     , 2021]. If you are considering purchasing stock with funds you have in an IRA or other retirement account, please call our Stock Information Center promptly for guidance, because these orders require additional processing time.

I invite you to consider this opportunity to share in our future. Thank you for your continued support as a Cullman Savings Bank customer.

Sincerely,

John A. Riley, III

President and Chief Executive Officer

This letter is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus. These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Questions?

Call our Stock Information Center at [1-(XXX) XXX-XXXX],

from 10:00 a.m. to 4:30 p.m., Central Time, Monday through Friday, except bank holidays.

M

Dear Friend:

I am pleased to tell you about an investment opportunity. Cullman Bancorp, Inc., newly formed to become the parent holding company of Cullman Savings Bank, is offering shares of its common stock for sale at a price of $10.00 per share. No sales commission will be charged to purchasers during the offering.

Our records indicate that you were a depositor as of the close of business on January 31, 2020 or March 31, 2021 whose account(s) was/were closed thereafter. As such, you have non-transferable rights, but no obligation, to purchase shares of common stock during our Subscription Offering before any shares are made available for sale to the general public.

Please read the enclosed Prospectus and related materials carefully before making an investment decision. If you are interested in purchasing shares of common stock, complete the enclosed Stock Order Form and return it, with full payment, in the Stock Order Reply Envelope provided. You may submit your Stock Order Form by overnight delivery to the indicated address on the Stock Order Form, by hand delivery to our Stock Information Center, which is located at Cullman Savings Bank’s main office located at 316 Second Avenue, SW, Cullman, Alabama, or by mail using the Stock Order Reply Envelope provided. Stock Order Forms and full payment must be received (not postmarked) before 4:30 p.m. Central Time, on [June     , 2021]. If you are considering purchasing stock with funds you have in an IRA or other retirement account, please call our Stock Information Center promptly for guidance, because these orders require additional processing time.

If you have questions about our organization or purchasing shares, please refer to the enclosed Prospectus and Questions and Answers Brochure, or call our Stock Information Center at the number shown below.

I invite you to consider this opportunity to share in our future as a Cullman Bancorp, Inc. stockholder.

Sincerely,

John A. Riley, III

President and Chief Executive Officer

This letter is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus. These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Questions?

Call our Stock Information Center at [1-(XXX) XXX-XXXX],

from 10:00 a.m. to 4:30 p.m. Central Time, Monday through Friday, except bank holidays.

F

Dear Interested Investor:

I am pleased to tell you about an investment opportunity. Pursuant to a Plan of Conversion and Reorganization, our organization will convert from the mutual holding company form of organization to the stock holding company form of organization. To accomplish the conversion, Cullman Bancorp, Inc., newly formed to become the parent company of Cullman Savings Bank, is offering shares of its common stock. Enclosed you will find a Prospectus, a Stock Order Form and a Questions and Answers Brochure describing the conversion and offering.

The common stock is being offered at $10.00 per share, and there will be no sales commission charged to purchasers during the offering.

Please read the enclosed Prospectus and related materials carefully before making an investment decision. If you are interested in purchasing shares of common stock, complete the enclosed Stock Order Form and return it, with full payment, in the Stock Order Reply Envelope provided. You may submit your Stock Order Form by overnight delivery to the indicated address on the Stock Order Form, by hand delivery to our Stock Information Center, which is located at Cullman Savings Bank’s main office located at 316 Second Avenue, SW, Cullman, Alabama, or by mail using the Stock Order Reply Envelope provided. Stock Order Forms and full payment must be received (not postmarked) before 4:30 p.m. Central Time, on [June     , 2021]. If you are considering purchasing stock with funds you have in an IRA or other retirement account, please call our Stock Information Center promptly for guidance, because these orders require additional processing time.

I invite you to consider this opportunity to share in our future as a Cullman Bancorp, Inc. stockholder.

Sincerely,

John A. Riley, III

President and Chief Executive Officer

This letter is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus. These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Questions?

Call our Stock Information Center at [1-(XXX) XXX-XXXX],

from 10:00 a.m. to 4:30 p.m. Central Time, Monday through Friday, except bank holidays.

C

To Customers and Friends of Cullman Savings Bank

Raymond James & Associates, Inc., a member of the Financial Industry Regulatory Authority, has been hired by Cullman Savings Bank, MHC and Cullman Savings Bank to assist them in reorganizing from the mutual holding company to the stock holding company form of organization. As a part of the reorganization, Cullman Bancorp, Inc., the newly formed stock holding company for Cullman Savings Bank, is conducting an offering of shares of its common stock. Raymond James & Associates, Inc. is not affiliated with Cullman Savings Bank, MHC, Cullman Savings Bank, or Cullman Bancorp, Inc.

At the request of Cullman Bancorp, Inc., we are enclosing materials explaining the reorganization and common stock offering. Please read the enclosed prospectus carefully for a complete description of the stock offering, including the section titled “Risk Factors.” Cullman Bancorp, Inc. has asked us to forward the Prospectus and accompanying documents to you in view of certain requirements of the securities laws in your state.

If you have questions regarding the reorganization and the stock offering, please call the Stock Information Center, toll free, at [(XXX) XXX-XXXX], Monday through Friday, 10:00 a.m. – 4:30 p.m., Central Time, except bank holidays.

Sincerely,

Raymond James & Associates, Inc.

This letter is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus. These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

BD

IMPORTANT NOTICE

THIS PACKAGE INCLUDES

A PROXY CARD

REQUIRING YOUR PROMPT ATTENTION.

IF YOU RECEIVE MORE THAN ONE PACKAGE,

EVERY PROXY CARD REPRESENTS DIFFERENT

ACCOUNT TYPES AND/OR RELATIONSHIPS AND IS UNIQUE.

PLEASE VOTE EACH CARD.

THERE ARE NO DUPLICATE CARDS!

THANK YOU!

Questions and Answers

About Our Plan of Conversion and

Reorganization and Related Stock Offering

This pamphlet answers questions about our plan of conversion and reorganization and related stock offering. Investing in shares of common stock involves certain risks. Before making an investment decision, please read the enclosed Prospectus carefully, including the “Risk Factors” section.

GENERAL — THE CONVERSION

Our Board of Directors has determined that the plan of conversion and reorganization is in the best interests of our organization, our customers and the communities we serve.

Q. What is the plan of conversion and reorganization?

A. Under our Plan of Conversion and Reorganization (the “Plan”), our organization is converting from the partially public mutual holding company form of organization to the fully public stock holding company form of organization. Cullman Savings Bank, MHC owns 57.3% of the common stock of Cullman Bancorp, Inc. (“Cullman Bancorp”). The remaining 42.7% of the common stock is owned by public stockholders. Shares of common stock of Cullman Bancorp representing the ownership interest of Cullman Savings Bank, MHC are currently being offered for sale.

At the completion of the conversion, public stockholders of existing shares of Cullman Bancorp will exchange their shares of common stock for newly issued shares of common stock of a new Maryland corporation, also named Cullman Bancorp, Inc. (“New Cullman”) maintaining their approximate percentage ownership in our organization immediately prior to the conversion, as adjusted for assets (other than shares of Cullman Bancorp common stock) held by Cullman Savings Bank, MHC.

At the completion of the conversion, 100% of the common stock of New Cullman will be owned by public stockholders . Cullman Savings Bank, MHC’s shares of Cullman Bancorp will be cancelled, and Cullman Savings Bank, MHC will cease to exist.

Q. What are the reasons for the conversion and offering?

A. Our primary reasons for the conversion and offering are to improve the trading liquidity of our shares of common stock and to transition Cullman Savings Bank to a more familiar and flexible holding company structure.

Q. What is the Charitable Foundation and why is it being established?

A. To further our commitment to our local community, we intend to make a contribution of shares of common stock and cash to a new charitable foundation that we intend to establish as part of the conversion and stock offering. The new charitable foundation will be dedicated to supporting charitable causes and community development activities in the communities in which we operate. Assuming we receive all required approvals, we intend to contribute shares of common stock equal to 2% of the shares to be outstanding following the completion of the conversion and offering and $100,000 in cash to the charitable foundation.

Q. Will customers notice any change in the day-to-day activities of Cullman Savings Bank as a result of the conversion and offering?

A. No. It will be business as usual. The conversion is an internal change in our corporate structure. There will be no change to our Board of Directors, management, and staff as a result of the conversion.

Q. Will the conversion and offering affect customers’ deposit accounts or loans?

A. No. The conversion and offering will not affect the balance or terms of deposits or loans, and deposits will continue to be federally insured by the Federal Deposit Insurance Corporation, up to the maximum legal limits.

THE PROXY VOTE

Although we have received regulatory approval, the Plan and the contribution to the charitable foundation are also subject to approval by stockholders and eligible depositors.

Q. Why should I vote “FOR” the Plan and the contribution to the charitable foundation?

A. Your vote “For” the approval of the Plan and the approval of the contribution to the charitable foundation are extremely important to us. Our Board of Directors has determined that the conversion and reorganization is in the best interests of the Bank, our members, and the communities we serve. In addition, the establishment and funding of the charitable foundation present us with a rare opportunity to provide a substantial and continuing benefit to the communities we serve. The Plan cannot be implemented, and the contribution to the charitable foundation cannot be made, without depositor approval.

Q. Who is eligible to vote on the Plan and the contribution to the charitable foundation?

A. Cullman Savings Bank depositors as of the close of business on April 30, 2021 are entitled to vote (provided that they continue to be depositors as of [June     , 2021], which is the date of the Special Meeting).

Q. What happens if I don’t vote?

A. Your vote is very important. Not voting the Proxy Cards you receive will have the same effect as voting against approval of the Plan and against approval of the contribution to the charitable foundation. Without sufficient favorable votes, we cannot proceed with the conversion and related stock offering.

Q. How do I vote?

A. Mark your vote, sign each Proxy Card enclosed and return the card(s) in the enclosed Proxy Reply Envelope. Alternatively, you may vote by Internet or by telephone, by following the simple instructions on the Proxy Card. PLEASE VOTE PROMPTLY. NOT VOTING HAS THE SAME EFFECT AS VOTING “AGAINST” THE PROPOSALS. Telephone and Internet voting are available 24 hours a day.

Q. How many votes are available to me?

A. Depositors at the close of business on April 30, 2021 are entitled to one vote for each $100 or fraction thereof on deposit. However, no depositor may cast more than 1,000 votes per account registration. For security purposes, Proxy

Cards are not imprinted with your number of votes; however, votes will be automatically tallied by computer.

Q. Why did I receive more than one Proxy Card?

A. If you had more than one deposit account on April 30, 2021, you may have received more than one Proxy Card, depending on the ownership structure of your accounts. There are no duplicate cards — please promptly vote all the Proxy Cards sent to you.

Q. More than one name appears on my Proxy Card. Who must sign?

A. The name(s) reflect the title of your deposit account. Proxy Cards for joint accounts require the signature of only one of the account holders. Proxy Cards for trust or custodian accounts must be signed by the trustee or the custodian, not the listed beneficiary.

THE STOCK OFFERING AND

PURCHASING SHARES

Q. How many shares are being offered and at what price?

A. New Cullman is offering for sale between [min shares] and [max shares] shares of common stock at $10.00 per share, subject to increase to [s-max shares] shares. No sales commission will be charged to purchasers.

Q. Who is eligible to purchase stock during the stock offering?

A. Pursuant to our Plan, non-transferable rights to subscribe for shares of New Cullman common stock in the Subscription Offering have been granted in the following descending order of priority:

Priority #1 — Depositors of Cullman Savings Bank with aggregate balances of at least $50 at the close of business on January 31, 2020;

Priority #2 — Our tax-qualified employee benefit plans;

Priority #3 — Depositors of Cullman Savings Bank with aggregate balances of at least $50 at the close of business on March 31, 2021; and

Priority #4 — Depositors of Cullman Savings Bank at the close of business on April 30, 2021.

Shares not sold in the Subscription Offering may be offered for sale to the general public through a community offering.

Q. I am eligible to subscribe for shares of common stock in the Subscription Offering but am not interested in investing. May I allow someone else to use my Stock Order Form to take advantage of my priority rights?

A. No. Subscription rights are non-transferable! Only those persons eligible to subscribe in the Subscription Offering, as listed above, may purchase shares in the Subscription Offering. Subject to limited exceptions, to preserve subscription rights, the shares may only be registered in the name(s) of eligible account holder(s). On occasion, unscrupulous people attempt to persuade account holders to transfer subscription rights, or to purchase shares in the offering based on an understanding that the shares will be subsequently transferred to others. Participation in such schemes is against the law and may subject involved parties to

prosecution. If you become aware of any such activities, please notify our Stock Information Center promptly so that we can take the necessary steps to protect our eligible account holders’ subscription rights in the offering.

Q. How may I buy shares during the Subscription Offering?

A. Shares can be purchased by completing a Stock Order Form and returning it, with full payment, so that it is received (not postmarked) before the offering deadline. You may submit your Stock Order Form by overnight delivery to the indicated address on the Stock Order Form, by hand delivery to our Stock Information Center, which is located at Cullman Savings Bank’s main office located at 316 Second Avenue, SW, Cullman, Alabama, or by mail using the Stock Order Reply Envelope provided. You may not hand-deliver Stock Order Forms to our other offices.

Q. What is the deadline for purchasing shares?

A. To purchase shares in the Subscription Offering, you must deliver a properly completed, signed Stock Order Form, with full payment, so that it is received (not postmarked) before 4:30 p.m., Central Time, on [June     , 2021.] Acceptable methods for delivery of Stock Order Forms are described above.

Q. How may I pay for the shares?

A. Payment for shares can be remitted in two ways:

(1) By personal check, bank check or money order, payable to Cullman Bancorp, Inc. These will be deposited upon receipt. We cannot accept wires or third party checks. Cullman Savings Bank line of credit checks may not be remitted for this purchase. Please do not mail cash!

(2) By authorized deposit account withdrawal of funds from your Cullman Savings Bank deposit account(s). The Stock Order Form section titled “Method of Payment — Deposit Account Withdrawal” allows you to list the account number(s) and amount(s) to be withdrawn. Funds designated for direct withdrawal must be in the account(s) at the time the Stock Order Form is received. You may not authorize direct withdrawal from accounts with check-writing privileges. Please submit a check instead. If you request direct withdrawal from such accounts, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and we will immediately withdraw the amount from your checking account(s). Also, IRA or other retirement accounts held at Cullman Savings Bank may not be listed for direct withdrawal. See information on retirement accounts below.

Q. Will I earn interest on my funds?

A. Yes. If you pay by personal check, bank check or money order, you will earn interest at [    %] per annum from the date your payment is processed until the completion of the conversion and offering. At that time, you will be issued a check for interest earned on these funds. If you pay for shares by authorizing a direct withdrawal from your Cullman Savings Bank deposit account(s), your funds will continue earning interest within the account(s) at the contractual rate. The interest will remain in your account(s) when the designated withdrawal is made, upon completion of the conversion and offering.

Q. How many shares may I subscribe for?

A. The minimum order is 25 shares ($250). Generally, no individual, or individuals acting through a single qualifying account held jointly, may purchase more than 25,000 shares ($250,000) of common stock, and no person or entity, together with associates or persons acting in concert with such person or entity, may purchase more than 50,000 shares ($500,000) of common stock in all categories of the offering combined.

More detail on purchase limits, including the definition of “associate” and “acting in concert” can be found in the Prospectus section entitled “The Conversion and Offering — Additional Limitations on Common Stock Purchases.”

Q. May I use my Cullman Savings Bank individual retirement account (“IRA”) to purchase shares?

A. You may be able to use funds currently held in retirement accounts with Cullman Savings Bank. However, before you place your stock order, the funds you wish to use must be transferred to a self-directed retirement account maintained by an independent trustee or custodian, such as a brokerage firm. If you are interested in using IRA or any other retirement funds held at Cullman Savings Bank or elsewhere, please call our Stock Information Center as soon as possible for guidance, but preferably at least two weeks before the [June     , 2021] offering deadline. Your ability to use such funds for this purchase may depend on time constraints, because this type of purchase requires additional processing time, and may be subject to limitations imposed by the institution where the funds are held.

Q. Can I subscribe for shares and add someone who is not on my account to my stock registration?

A. Generally, you may not add the name(s) of anyone to your stock order who is not a joint owner of your account(s) or who does not have the same subscription priority as you. Call our Stock Information Center if you have any questions regarding completing your Stock Order Form.

Q. May I use a loan from Cullman Savings Bank to pay for shares?

A. No. Cullman Savings Bank, by regulation, may not extend a loan for the purchase of New Cullman common stock during the offering. Similarly, you may not use Cullman Savings Bank line of credit checks to purchase stock during the offering.

Q. May I change my mind after I place an order to subscribe for stock?

A. No. After receipt, your executed Stock Order Form cannot be modified or revoked without our consent, unless the offering is terminated or is extended beyond [June     , 2021], or the number of shares of common stock to be sold is increased to more than [s-max shares] shares or decreased to less than [min shares] shares.

Q. Are directors and executive officers of Cullman Savings Bank planning to purchase stock?

A. Yes! Directors and executive officers, together with their associates, are expected to subscribe for an aggregate of [            ] shares ([            ] million).

Q. Will the stock be insured?

A. No. Like any common stock, New Cullman’s common stock will not be insured.

Q. Will dividends be paid on the stock?

A. Following completion of the stock offering, our board of directors will have the authority to declare dividends on our shares of common stock, subject to our capital requirements, our financial condition and results of operations, tax considerations, statutory and regulatory limitations, and general economic conditions. However, no decision has been made with respect to the amount, if any, and timing of any dividend payments. We cannot assure you that we will pay dividends in the future, or, if dividends are paid, that any such dividends will not be reduced or eliminated in the future.

Q. How will New Cullman shares trade?

A. Upon completion of the conversion and offering, New Cullman shares will replace the existing shares of Cullman Bancorp and will trade on the Nasdaq Capital Market under the symbol “CULL.” Once the shares have begun trading, you may contact a brokerage or other firm offering investment services in order to buy or sell New Cullman shares in the future.

Q. If I purchase shares during the Subscription Offering, when will I receive my shares?

A. All shares of New Cullman common stock sold in the Subscription Offering will be issued in book-entry form on the books of our transfer agent, through the Direct Registration System. Paper stock certificates will not be issued. As soon as practicable after completion of the stock offering, our transfer agent will send, by first class mail, a statement reflecting your stock ownership.

THE SHARE EXCHANGE

Q. What is the share exchange?

A. The outstanding shares of Cullman Bancorp common stock held by public stockholders at the completion date of the conversion and stock offering will be exchanged for newly issued shares of New Cullman common stock. The number of shares of New Cullman common stock to be received by existing public stockholders will depend on the number of shares sold in the offering. Although the shares of New Cullman common stock will have begun trading, brokerage firms may require that you have received your stock ownership statement prior to selling your shares.

Your ability to sell the shares of common stock prior to your receipt of this statement will depend on arrangements you may make with a brokerage firm.

WHERE TO GET MORE INFORMATION

Q. How can I get more information?

A. For more information, refer to the enclosed Prospectus or call our Stock Information Center at [1-(XXX) XXX-XXXX], from 10:00 a.m. to 4:30 p.m. Central Time, Monday through Friday. The Stock Information Center is not open on bank holidays.

This brochure is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus. These securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other government agency.

PLEASE VOTE

THE ENCLOSED PROXY CARD!

If you have not yet voted the proxy card(s) we recently mailed

to you in a large white package,

please vote the enclosed replacement proxy card.

You may vote by mail using the enclosed envelope, or by following the

telephone or Internet voting instructions on the proxy card.

PLEASE JOIN YOUR BOARD OF DIRECTORS IN VOTING

“FOR” APPROVAL OF THE PLAN OF CONVERSION AND REORGANIZATION AND “FOR” APPROVAL OF THE CONTIBUTION TO THE CHARITABLE FOUNDATION.

NOT VOTING HAS THE SAME EFFECT AS VOTING

“AGAINST” THE PROPOSALS.

VOTING DOES NOT OBLIGATE YOU TO PURCHASE

COMMON STOCK DURING THE OFFERING.

THE PLAN OF CONVERSION AND REORGANIZATION WILL

NOT RESULT IN CHANGES TO BANK STAFF, MANAGEMENT

OR YOUR DEPOSIT ACCOUNTS OR LOANS. DEPOSIT

ACCOUNTS WILL CONTINUE TO BE INSURED BY THE FDIC,

UP TO THE MAXIMUM LEGAL LIMITS.

If you receive more than one of these reminder mailings,

please vote each proxy card received. None are duplicates!

QUESTIONS?

Please call our Information Center at [1-(XXX) XXX-XXXX]

from 10:00 a.m. to 4:30 p.m. Central Time, Monday through Friday, except bank holidays.

PG1

HAVE YOU VOTED YET?

PLEASE VOTE THE ENCLOSED

PROXY CARD!

Our records indicate that as of this mailing you had not voted the proxy card(s)

we mailed to you.

IF YOU ARE UNSURE WHETHER YOU VOTED, PLEASE

VOTE THE ENCLOSED REPLACEMENT PROXY

CARD. YOUR VOTE WILL NOT BE COUNTED TWICE.

NOT VOTING HAS THE SAME EFFECT AS VOTING

AGAINST APPROVAL OF THE PLAN OF CONVERSION AND

REORGANIZATION AND AGAINST APPROVAL OF THE CONTRIBUTION TO THE CHARITABLE FOUNDATION.

Your Board of Directors urges you to vote “FOR” the proposals.

VOTING DOES NOT OBLIGATE YOU TO PURCHASE

SHARES OF COMMON STOCK DURING THE OFFERING,

NOR DOES IT AFFECT YOUR CULLMAN SAVINGS BANK

DEPOSIT ACCOUNTS OR LOANS.

If you receive more than one of these reminder mailings,

please vote each proxy card received. None are duplicates!

QUESTIONS?

Please call our Information Center at [1-(XXX) XXX-XXXX]

from 10:00 a.m. to 4:30 p.m. Central Time, Monday through Friday,

except bank holidays.

PG2

YOUR VOTE IS IMPORTANT!

NOT VOTING HAS THE SAME EFFECT

AS VOTING AGAINST APPROVAL OF THE PLAN OF CONVERSION AND REORGANIZATION

(THE “PLAN”) AND AGAINST APPROVAL OF THE CONTRIBUTION TO THE CHARITABLE FOUNDATION.

In order to implement the Plan and establish and contribute to the charitable foundation we must obtain the approval of our voting depositors.

Please disregard this notice if you have already voted.

If you are unsure whether you voted,

vote the enclosed replacement proxy card.

Your vote will not be counted twice!

If you receive more than one of these reminder mailings,

please vote each proxy card received. None are duplicates!

Please note: Voting for approval of the Plan and approval of the contribution to the charitable foundation will not affect your deposit accounts or loans at Cullman Savings Bank. Deposit accounts will continue to be insured by the FDIC up to the maximum legal limits. Voting does not require you to purchase common stock during the offering.

THANK YOU VERY MUCH!

QUESTIONS?

Please call our Information Center at [1-(XXX) XXX-XXXX]

from 10:00 a.m. to 4:30 p.m. Central Time, Monday through Friday,

except bank holidays.

PG3

STOCK ORDER FORM   SEND OVERNIGHT PACKAGES TO: Stock Information Center Cullman Savings Bank 316 Second Avenue, SW Cullman, Alabama 35055 (XXX) XXX-XXXX

Deadline: The Subscription Offering ends at 4:30 p.m., Central Time, on June     , 2021. Your original Stock Order Form, properly executed and with the correct payment, must be received (not postmarked) by the deadline or it will be considered void. Orders may be submitted by overnight or in-person delivery to our Stock Information Center, which is located at Cullman Savings Bank’s main office located at 316 Second Avenue, SW, Cullman, Alabama, or by mail using the Stock Order Reply Envelope provided.    Faxes or copies of this form may not be accepted. Cullman Bancorp, Inc. reserves the right to accept or reject improperly completed stock order forms. PLEASE PRINT CLEARLY AND COMPLETE ALL AREAS. – READ THE ENCLOSED STOCK ORDER FORM INSTRUCTIONS AS YOU COMPLETE THIS FORM.

(1) Number of Shares		(2) Total Amount Due	THE MINIMUM PURCHASE IS 25 SHARES ($250). Generally, no person may purchase more than 25,000 shares ($250,000). Also, no person of entity, together with an associate or group of persons acting in concert, may purchase more than 50,000 shares ($500,000).
	Price Per Share X $10.00 =	$

(3a) Method of Payment – Check or Money Order Enclosed is a personal check, bank check or money order made payable to Cullman Bancorp, Inc. in the amount of:	$
Checks will be cashed upon receipt.
(3b) Method of Payment – Certificate or Savings Account Withdrawal ONLY The undersigned authorizes withdrawal from the Cullman Savings Bank account(s) listed below. There will be no early withdrawal penalty applicable for withdrawals authorized on this form. Funds designated for withdrawal must be in the account(s) listed at the time this form is received. IRAs or accounts with check-writing privileges may NOT be listed for withdrawal below.
Account Number(s) (Certificates or Savings Accounts Only)		Withdrawal Amount(s)
		$
		$
		$
		$
		$
Total Withdrawal Amount		$

(4) Purchaser Priority

Subscription Offering

a)  Eligible Account Holders – Depositors of Cullman Savings Bank with aggregate deposit account balances of $50 or more at the close of business on January 31, 2020. Enter information in Section 9 for all deposit accounts that you had at Cullman Savings Bank on this date.

b)  Supplemental Eligible Account Holders – Depositors of Cullman Savings Bank with aggregate deposit account balances of $50 or more at the close of business on March 31, 2021 who are not Eligible Account Holders. Enter information in Section 9 for all deposit accounts that you had at Cullman Savings Bank on this date.

c)  Other Members – Depositors of Cullman Savings Bank at the close of business on April 30, 2021 who are not Eligible Account Holders or Supplemental Eligible Account Holders. Enter information in Section 9 for all deposit accounts that you had at Cullman Savings Bank on this date.

Community Offering

d)  Local Community – Natural persons (including trusts of natural persons) residing in Cullman County, Alabama.

e)  General Public – Check here if none of the above priorities apply to you.

(5) Management/Employee/Family Member: Check if you are a Cullman Savings Bank, MHC, Cullman Savings Bank, or Cullman Bancorp, Inc.:

  Director,         Officer,         Employee, or         Immediate family member, as defined in the Stock Order Form Instructions.

(6) Maximum Purchaser Identification:

Check here if you, individually or together with others (see section 7), are subscribing for the maximum purchase allowed and are interested in purchasing more shares if the maximum purchase limitation is increased. See Item 1 of the Stock Order Form Instructions.

(7) Associates/Acting in Concert:

Check here if you, or any associates or persons acting in concert with you (as defined in the Prospectus dated [                    ]), have submitted other orders for shares. If you check this box, list below all other orders submitted by you or your associates or persons acting in concert with you. SEE THE STOCK ORDER FORM INSTRUCTIONS FOR FURTHER DETAILS.  

Name(s) listed in section 8 on other order forms   Shares Ordered Name(s) listed in section 8 on other order forms Shares Ordered

(8) Stock Registration: Please PRINT legibly and fill out completely:

The stock ownership statement and all correspondence related to this stock order will be mailed to the address provided below. Do not include below the name(s) of any persons who do not have the same Purchaser Priority (section 4 above) as you. Check only one box below. See the Stock Order Form Instructions for further details.

  Individual       Joint Tenants       Tenants in Common       Corporation (include Tax ID and name of corporation only)       Partnership (include Tax ID and name of partnership only)

  Individual Retirement Account (include Tax ID of custodian and SS# of owner)        Uniform Transfers to Minors Act (include SS# of minor only)       Trust Under Agreement Dated                                  

Name				SS# or Tax ID#
Name				SS# or Tax ID#
Address				Daytime Telephone #
City	State	Zip Code	County	Evening Telephone #

(9) Qualifying Accounts: List below any accounts that you had Cullman Savings Bank as of the date associated with your selection in section 4 above. All subscription orders are subject to the provisions of the stock offering as described in the prospectus. Attach a separate page if additional space is needed. Failure to list all of your accounts may result in the loss of part or all of your subscription rights if the offering is oversubscribed.

  Names on Accounts   Account Numbers

(10) Acknowledgement, Certification and Signature:

I understand that to be valid, this form, properly completed, together with full payment or withdrawal authorization, must be received by Cullman Bancorp, Inc. (not postmarked) no later than 4:30 pm, Central Time, on June     , 2021 otherwise this form and all of my subscription rights will be void. (continued on reverse) SEE THE STOCK ORDER FORM INSTRUCTIONS FOR STOCK ORDER DELIVERY OPTIONS.

*** ORDER NOT VALID UNLESS SIGNED ***

ONE SIGNATURE REQUIRED, UNLESS SECTION (3b) OF THIS FORM INCLUDES ACCOUNTS REQUIRING MORE THAN ONE SIGNATURE TO AUTHORIZE WITHDRAWAL
Signature	Date	Signature	Date

Internal Use Only: Date Rec’d                                          Check#                              $                             Check#                              $                              Batch#                      Order #                      Priority                     

(10) Acknowledgement, Certification and Signature (continued from front side of Stock Order Form)

I agree that after receipt by Cullman Bancorp, Inc. this Stock Order Form may not be modified or cancelled without the consent of Cullman Bancorp, Inc., and that if withdrawal from a deposit account has been authorized the authorized amount will not otherwise be available for withdrawal. Under penalty of perjury, I certify that: 1) I am purchasing shares solely for my account and there is no agreement or understanding regarding the sale or transfer of such shares, or my right to subscribe for shares, 2) the Social Security or Tax ID information and all other information provided hereon are true, correct and complete, and 3) I am not subject to backup withholding tax [cross out (3) if you have been notified by the IRS that you are subject to backup withholding.] I acknowledge that my order does not conflict with the maximum purchase limitation of [$250,000] for any person, or [$500,000] for any person together with associates of, or persons acting in concert with, such person, or entity, in all categories of the offering, combined as set forth in the Plan of Conversion and Reorganization and the Prospectus dated [                    ].

Subscription rights pertain to those eligible to place orders in the Subscription Offering. Federal regulations prohibit any person from transferring or entering into any agreement directly or indirectly to transfer the legal or beneficial ownership of subscription rights, or the underlying securities, to the account of another.

I ACKNOWLEDGE THAT THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED, AND IS NOT GUARANTEED BY CULLMAN SAVINGS BANK, MHC, CULLMAN BANCORP, INC., OR CULLMAN SAVINGS BANK OR BY THE FEDERAL GOVERNMENT. THE ENTIRE AMOUNT OF AN INVESTOR’S PRINCIPAL IS SUBJECT TO LOSS.

I further certify that, before purchasing the common stock of Cullman Bancorp, Inc. I received the Prospectus dated [                    ] and that I have read the terms and conditions described in the Prospectus, including disclosure concerning the nature of the security being offered and the risks involved in the investment described in the “Risk Factors” section beginning on PAGE [    ] which risks include but are not limited to the following:

Risks Related to Our Business

TBD

Cullman Bancorp, Inc.

Stock Order Form Instructions

Stock Order Form Instructions – All orders are subject to the provisions of the stock offering as described in the prospectus.

Item 1 and 2 – Number of Shares and Total Amount Due - Fill in the number of shares that you wish to purchase and the total payment due. The amount due is determined by multiplying the number of shares ordered by the subscription price of $10.00 per share. The minimum number of shares of common stock you may order is 25 shares. Generally, no individual, or individuals acting through a single qualifying account held jointly, may purchase more than 25,000 shares ($250,000) of common stock, and no person or entity, together with associates or persons acting in concert with such person or entity, may purchase more than 50,000 shares ($500,000) of common stock in all categories of the offering combined. For additional information, see “The Conversion and Offering – Additional Limitations on Common Stock Purchases” in the Prospectus dated [                    ].

Item 3a – Payment by Check - Payment for shares may be made by personal check, bank check or money order payable to Cullman Bancorp, Inc. DO NOT MAIL CASH. Funds received in the subscription and community offerings will be immediately cashed and placed in a segregated account at Cullman Savings Bank and will earn interest at [    %] per annum from the date payment is processed until the offering is completed or terminated.

Item 3b – Payment by Account Withdrawal - To pay by withdrawal from a savings account or certificate of deposit at Cullman Savings Bank, insert the account number(s) and the amounts(s) you wish to withdraw from each account. If more than one signature is required for a withdrawal, all signatories must sign in the signature box on the front of the Stock Order Form. To withdraw from an account with check writing privileges, please write a check. Cullman Savings Bank will waive any applicable penalties for early withdrawal from certificate of deposit accounts (CDs) for the purpose of purchasing stock in the offering. A hold will be placed on the account(s) for the amount(s) you indicate to be withdrawn. Payments will remain in account(s) until the offering closes and will earn their respective rate of interest, but will not be available for your use until the completion of the transaction.

Item 4 – Purchaser Priority - Check the appropriate box to tell us the earlier of the three dates that applies to you and any others subscribing for shares with this order form. If boxes a, b and c do not apply to you, then check the Local Community or General Public box, as appropriate.

Item 5 – Management/Employee/Family Member - Check the appropriate box if you are a Cullman Savings Bank, MHC, Cullman Bancorp, Inc., or Cullman Savings Bank: director, officer, employee, or immediate family member. “Immediate Family” includes the spouse, parents, siblings and children who live in the same house as the director, officer or employee.

Item 6 – Maximum Purchase - Check the box, if applicable. If you check the box but have not subscribed for the maximum amount and did not complete Item 7, you may not be eligible to purchase more shares in the event maximum purchase limitations are increased.

Item 7 – Associates/Acting in Concert - Check the box, if applicable, and provide the requested information. Attach a separate page, if necessary. The term “associate” of a person means: 1) any corporation or organization, other than Cullman Savings Bank, MHC, Cullman Bancorp, Inc., or Cullman Savings Bank, or a subsidiary thereof, of which a person is a senior officer or partner, or beneficially owns, directly or indirectly, 10% or more of any class of equity securities of the corporation or organization; 2) any trust or other estate, if the person has a substantial beneficial interest in the trust or estate or is a trustee or fiduciary of the trust or estate except that for the purposes relating to subscriptions in the stock offering and the sale of common stock following the reorganization, a person who has a substantial beneficial interest in any non-tax-qualified employee plan or any tax-qualified employee plan, or who is a trustee or fiduciary of such plan, is not an associate of such plan, and except that for purposes of aggregating total shares that may be held by officers and directors, the term “associate” does not include any tax-qualified employee plan; or 3) any person who is related by blood or marriage to such person and (i) who lives in the same house as the person; or (ii) who is a director or senior officer of Cullman Savings Bank, MHC, Cullman Bancorp, Inc., or Cullman Savings Bank or a subsidiary thereof. The term “acting in concert” means: 1) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement; or 2) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. A person or company that acts in concert with another person or company (“other party”) shall also be deemed to be acting in concert with any person or company who is also acting in concert with that other party, except that any tax-qualified employee plan will not be deemed to be acting in concert with its trustee or a person who serves in a similar capacity solely for the purpose of determining whether stock held by the trustee and stock held by the plan will be aggregated. In the Prospectus dated [                    ], please see the section entitled “The Conversion and Offering – Additional Limitations on Common Stock Purchases” for more information regarding the definition of “associate” and “acting in concert.”

Item 8 – Stock Registration - The stock transfer industry has developed a uniform system of stockholder registrations that we will use in the issuance of Cullman Bancorp, Inc. common stock. See below and the reverse side of this form for further details regarding common forms of stock registration. Please complete this section as fully and accurately as possible, and be certain to supply your social security or Tax I.D. number(s) and your daytime and evening phone numbers. We will need to call you if we cannot execute your order as given. If you have any questions regarding the registration of stock, please consult your legal advisor or contact the Stock Information Center at [(XXX) XXX-XXXX]. Subscription rights are not transferable. If you are an Eligible Account Holder, Supplemental Eligible Account Holder, or Other Member, as defined in the Prospectus, to protect your priority rights over other purchasers as described in the Prospectus, you must take ownership in at least one of the account holder’s names.

(Continued on reverse side) Side 1

Cullman Bancorp, Inc.

Stock Order Form Instructions

Please check only the one box which corresponds to the ownership desired.

Individual – The stock is to be registered in one individual’s name only. Provide only this individual’s information.

Joint Tenants – Joint tenants with rights of survivorship identifies two or more owners. When stock is held by joint tenants with rights of survivorship, ownership automatically passes to the surviving joint tenant(s) upon the death of any joint tenant. All owners must agree to the transfer or sale of shares held by joint tenants.

Tenants in Common – Tenants in common will also identify two or more owners. However, when stock is held by tenants in common, upon the death of one co-tenant, ownership of the stock will be held by the surviving co-tenant(s) and by the heirs of the deceased co-tenant. All owners must agree to the transfer or sale of shares held by tenants in common.

Individual Retirement Accounts – Individual Retirement Account (“IRA”) holders may potentially make stock purchases from their existing IRA if it is a self-directed IRA, or through a prearranged “trustee-to-trustee” transfer if their IRA is currently at Cullman Savings Bank. The stock cannot be held in a Cullman Savings Bank Individual Retirement Account. Please contact your broker or self-directed IRA provider as quickly as possible to explore this option, as it may take a number of weeks to complete a trustee-to-trustee transfer and place a subscription in this manner. IRA Registration:    

Name Line 1 – list the name of the custodian/brokerage firm holding your IRA, followed by “CUST”.

Name Line 2 – FBO (for benefit of) YOUR NAME [IRA a/c #            ].

Address will be that of the brokerage/trust department to where the ownership statement will be sent.

Include both the Tax I.D. Number of the custodian as well as your personal Social Security Number.

Please list your phone numbers, not the phone numbers of your broker / trust department.

Uniform Transfers to Minors Act (“UTMA”) – For residents of Alabama and many states, stock may be held in the name of a custodian For the Benefit Of (“FBO”) a minor under the state’s Uniform Transfers to Minors Act. In this form of ownership, the minor is the actual owner of the stock with an adult custodian being responsible for the investment until the child reaches legal age. Only one custodian and one minor may be designated. UTMA Registration:

Name Line 1: print the name of the custodian followed by the abbreviation CUST

Name Line 2: FBO “name of the minor”, followed by UTMA- AL (or your state’s abbreviation)

List only the minor’s social security number on the form.

Corporation/Partnership – Corporations and partnerships may purchase stock. Please provide the corporation or partnership’s legal name and Tax I.D. Number. To have subscription rights within a customer priority, the corporation or partnership must have an account in its legal name and Tax I.D. Number. Please contact the Stock Information Center to verify customer rights and purchase limitations.

Fiduciary/Trust – Generally, fiduciary relationships (such as trusts, estates, guardianships, etc.) are established under a form of trust agreement or pursuant to a court order. Without a legal document establishing a fiduciary relationship, your stock may not be registered in a fiduciary capacity. To have subscription rights within a customer priority, the fiduciary or trust must have an account in its legal name and Tax I.D. Number. Please contact the Stock Information Center to verify customer rights and purchase limitations. Instructions: On the first name line, print the first name, middle initial, and last name of the fiduciary if the fiduciary is an individual. If the fiduciary is a corporation, list the corporate title on the first name line. Following the name, print the fiduciary title, such as trustee, executor, personal representative, etc. On the second name line, print the name of the maker, donor or testator or the name of the beneficiary. Following the name, indicate the type of legal document establishing the fiduciary relationship (agreement, court order, etc.) In the blank after “Under Agreement Dated,” fill in the date of the document governing the relationship. The date of the document need not be provided for a trust created by a will.

Item 9 – Qualifying Accounts - List all qualifying accounts that you had with Cullman Savings Bank as of the date corresponding to the box checked in Item 4. For example, if you are ordering stock in just your name, you should list all of your account numbers as of the earlier of the three dates that you were a qualifying customer of Cullman Savings Bank. Similarly, if you are ordering stock jointly with another customer, you should list all account numbers under which either of you are owners, i.e., individual accounts, joint accounts, etc. If you are ordering stock in your minor child’s or grandchild’s name under the Uniform Transfers to Minors Act, the minor must have had a qualifying account as of the date corresponding to the box checked in Item 4, and you should list only their account number(s). If you are ordering stock as a corporation, partnership or other legal business entity, you need to list just that entity’s account number(s), as your individual account number(s) do not qualify. Failure to list all of your qualifying account numbers may result in the loss of part or all of your subscription rights if the offering is oversubscribed.

Item 10 – Acknowledgment, Certification, and Signature - Sign and date the form where indicated. Before you sign please carefully review the information you have provided and read the acknowledgement and both sides of the Stock Order Form. Only one signature is required, unless any account listed in section 3b of this form requires more than one signature to authorize a withdrawal. Please review the Prospectus dated [                    ] carefully before making an investment decision.

Side 2

CULLMAN SAVINGS BANK, MHC      Please vote by marking one of the boxes as shown.						REVOCABLE PROXY CONTROL NUMBER
	1.   The approval of the plan of conversion and reorganization	FOR		AGAINST
	2.   The approval of a new charitable foundation.	FOR		AGAINST
						The undersigned acknowledges receipt, before the execution of this proxy, of the Notice of Special Meeting of Members, the MHC’s proxy statement for the Special Meeting of Members, and Cullman Bancorp, Inc.’s prospectus.
						Signature                                                         Date
						NOTE: Only one signature is required in the case of a joint deposit account. Please sign exactly as your name appears on this proxy card. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. Corporations or partnership proxies should be signed by an authorized officer.
	IF YOU VOTE BY MAIL, PLEASE COMPLETE, DATE, SIGN, AND RETURN ALL CARDS IN THE ENCLOSED PROXY RETURN ENVELOPE. NONE ARE DUPLICATES.

DETACH HERE

WHAT Am I Voting For?

We are counting on you to cast your vote “FOR” the approval of the plan of conversion and reorganization, and “FOR” approval of the contribution to the new charitable foundation.

WHY Vote?

Because your vote makes a difference. As a valued customer, your vote is important to us. The proposals require the approval of our members. Your vote “FOR” will help us support our future growth, enhance our capital position, improve the trading liquidity of our shares of common stock, and transition Cullman Savings Bank to a more familiar and flexible holding company structure. We value your relationship and continued support of Cullman Savings Bank and are asking you to help us meet our goal by voting today.

HOW Do I Vote?

1 of 3 ways. Please have your control number(s) ready when voting by telephone or internet.

PROXY VOTING INSTRUCTIONS

By Mail RETURN ENVELOPE	By Phone [TBD]	By Internet Proxypush.com/Cullman
PROXY CARDS CAN BE RETURNED IN ONE ENVELOPE.	IF YOU VOTE BY TELEPHONE OR INTERNET, YOU DO NOT NEED TO VOTE YOUR PROXY BY MAIL.

THANK YOU For Your Vote.

If you have more than one account, you may receive more than one proxy card depending on the ownership structure of your accounts. Please support us and vote all proxy cards received.

CULLMAN SAVINGS BANK, MHC REVOCABLE PROXY

SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CULLMAN SAVINGS BANK, MHC

SPECIAL MEETING OF MEMBERS TO BE HELD ON [JUNE             , 2021]

The undersigned hereby appoints the full Board of Directors of Cullman Savings Bank, MHC, with full powers of substitution, to act as attorneys and proxies for the undersigned to cast such votes as the undersigned may be entitled to cast at the Special Meeting of Members (the “Special Meeting”) to be held at the main office of Cullman Savings Bank, 316 Second Avenue, SW, Cullman, Alabama and at any and all adjournments thereof, as follows, in accordance with the instructions on the reverse side hereof:

1.  The approval of a plan of conversion and reorganization whereby Cullman Savings Bank, MHC will convert, and Cullman Bancorp, Inc. will reorganize, from the mutual holding company structure to the stock holding company structure, as described in more detail in the accompanying proxy statement.

2.  The approval of a contribution to a new charitable foundation that we will establish in connection with the conversion and reorganization of cash in the amount of $100,000 and shares of common stock equal to 2% of the common stock to be sold in connection with the conversion and reorganization.

Votes will be cast in accordance with this proxy. Should the undersigned be present and elect to vote virtually during the Special Meeting, or at any adjournments, and notifies the Secretary of Cullman Savings Bank, MHC at the Special Meeting of the undersigned’s decision to terminate this proxy, then the power of said attorney-in-fact or agents shall be deemed terminated and of no further force and effect.

THIS PROXY, IF PROPERLY SIGNED AND DATED, WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY, IF PROPERLY SIGNED AND DATED, WILL BE VOTED “FOR” THE PROPOSALS STATED ABOVE.

IF ANY OTHER BUSINESS IS PRESENTED AT THE SPECIAL MEETING, THIS PROXY WILL BE VOTED BY THE BOARD OF DIRECTORS IN ITS BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE SPECIAL MEETING.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE PLAN OF CONVERSION AND “FOR” THE APPROVAL OF THE CONTRIBUTION TO THE CHARITABLE FOUNDATION.

(Continued on reverse side)

DETACH HERE

WHY Convert?

The plan of conversion and reorganization will provide us with access to additional capital, which will provide us the financial strength to better serve our customers and support our future growth and expansion.

WHAT Will Change?

The conversion is an internal change to our corporate structure and will have no effect on the staffing, products or services we offer to our customers. Voting will not affect your deposit accounts or loans. Deposit accounts will continue to be federally insured.

We appreciate your vote and your continued support of Cullman Savings Bank.

Please support us and vote all proxy cards received.

EX-99.5

Exhibit 99.5

STOCK ORDER FORM   SEND OVERNIGHT PACKAGES TO: Stock Information Center Cullman Savings Bank 316 Second Avenue, SW Cullman, Alabama 35055 (XXX) XXX-XXXX

Deadline: The Subscription Offering ends at 4:30 p.m., Central Time, on June     , 2021. Your original Stock Order Form, properly executed and with the correct payment, must be received (not postmarked) by the deadline or it will be considered void. Orders may be submitted by overnight or in-person delivery to our Stock Information Center, which is located at Cullman Savings Bank’s main office located at 316 Second Avenue, SW, Cullman, Alabama, or by mail using the Stock Order Reply Envelope provided.    Faxes or copies of this form may not be accepted. Cullman Bancorp, Inc. reserves the right to accept or reject improperly completed stock order forms. PLEASE PRINT CLEARLY AND COMPLETE ALL AREAS. – READ THE ENCLOSED STOCK ORDER FORM INSTRUCTIONS AS YOU COMPLETE THIS FORM.

(1) Number of Shares		(2) Total Amount Due	THE MINIMUM PURCHASE IS 25 SHARES ($250). Generally, no person may purchase more than 25,000 shares ($250,000). Also, no person of entity, together with an associate or group of persons acting in concert, may purchase more than 50,000 shares ($500,000).
	Price Per Share X $10.00 =	$

(3a) Method of Payment – Check or Money Order Enclosed is a personal check, bank check or money order made payable to Cullman Bancorp, Inc. in the amount of:	$
Checks will be cashed upon receipt.
(3b) Method of Payment – Certificate or Savings Account Withdrawal ONLY The undersigned authorizes withdrawal from the Cullman Savings Bank account(s) listed below. There will be no early withdrawal penalty applicable for withdrawals authorized on this form. Funds designated for withdrawal must be in the account(s) listed at the time this form is received. IRAs or accounts with check-writing privileges may NOT be listed for withdrawal below.
Account Number(s) (Certificates or Savings Accounts Only)		Withdrawal Amount(s)
		$
		$
		$
		$
		$
Total Withdrawal Amount		$

(4) Purchaser Priority

Subscription Offering

a)  Eligible Account Holders – Depositors of Cullman Savings Bank with aggregate deposit account balances of $50 or more at the close of business on January 31, 2020. Enter information in Section 9 for all deposit accounts that you had at Cullman Savings Bank on this date.

b)  Supplemental Eligible Account Holders – Depositors of Cullman Savings Bank with aggregate deposit account balances of $50 or more at the close of business on March 31, 2021 who are not Eligible Account Holders. Enter information in Section 9 for all deposit accounts that you had at Cullman Savings Bank on this date.

c)  Other Members – Depositors of Cullman Savings Bank at the close of business on April 30, 2021 who are not Eligible Account Holders or Supplemental Eligible Account Holders. Enter information in Section 9 for all deposit accounts that you had at Cullman Savings Bank on this date.

Community Offering

d)  Local Community – Natural persons (including trusts of natural persons) residing in Cullman County, Alabama.

e)  General Public – Check here if none of the above priorities apply to you.

(5) Management/Employee/Family Member: Check if you are a Cullman Savings Bank, MHC, Cullman Savings Bank, or Cullman Bancorp, Inc.:

  Director,         Officer,         Employee, or         Immediate family member, as defined in the Stock Order Form Instructions.

(6) Maximum Purchaser Identification:

Check here if you, individually or together with others (see section 7), are subscribing for the maximum purchase allowed and are interested in purchasing more shares if the maximum purchase limitation is increased. See Item 1 of the Stock Order Form Instructions.

(7) Associates/Acting in Concert:

Check here if you, or any associates or persons acting in concert with you (as defined in the Prospectus dated [                    ]), have submitted other orders for shares. If you check this box, list below all other orders submitted by you or your associates or persons acting in concert with you. SEE THE STOCK ORDER FORM INSTRUCTIONS FOR FURTHER DETAILS.  

Name(s) listed in section 8 on other order forms   Shares Ordered Name(s) listed in section 8 on other order forms Shares Ordered

(8) Stock Registration: Please PRINT legibly and fill out completely:

The stock ownership statement and all correspondence related to this stock order will be mailed to the address provided below. Do not include below the name(s) of any persons who do not have the same Purchaser Priority (section 4 above) as you. Check only one box below. See the Stock Order Form Instructions for further details.

  Individual       Joint Tenants       Tenants in Common       Corporation (include Tax ID and name of corporation only)       Partnership (include Tax ID and name of partnership only)

  Individual Retirement Account (include Tax ID of custodian and SS# of owner)        Uniform Transfers to Minors Act (include SS# of minor only)       Trust Under Agreement Dated                                  

Name				SS# or Tax ID#
Name				SS# or Tax ID#
Address				Daytime Telephone #
City	State	Zip Code	County	Evening Telephone #

(9) Qualifying Accounts: List below any accounts that you had Cullman Savings Bank as of the date associated with your selection in section 4 above. All subscription orders are subject to the provisions of the stock offering as described in the prospectus. Attach a separate page if additional space is needed. Failure to list all of your accounts may result in the loss of part or all of your subscription rights if the offering is oversubscribed.

  Names on Accounts   Account Numbers

(10) Acknowledgement, Certification and Signature:

I understand that to be valid, this form, properly completed, together with full payment or withdrawal authorization, must be received by Cullman Bancorp, Inc. (not postmarked) no later than 4:30 pm, Central Time, on June     , 2021 otherwise this form and all of my subscription rights will be void. (continued on reverse) SEE THE STOCK ORDER FORM INSTRUCTIONS FOR STOCK ORDER DELIVERY OPTIONS.

*** ORDER NOT VALID UNLESS SIGNED ***

ONE SIGNATURE REQUIRED, UNLESS SECTION (3b) OF THIS FORM INCLUDES ACCOUNTS REQUIRING MORE THAN ONE SIGNATURE TO AUTHORIZE WITHDRAWAL
Signature	Date	Signature	Date

Internal Use Only: Date Rec’d                                          Check#                              $                             Check#                              $                              Batch#                      Order #                      Priority                     

(10) Acknowledgement, Certification and Signature (continued from front side of Stock Order Form)

I agree that after receipt by Cullman Bancorp, Inc. this Stock Order Form may not be modified or cancelled without the consent of Cullman Bancorp, Inc., and that if withdrawal from a deposit account has been authorized the authorized amount will not otherwise be available for withdrawal. Under penalty of perjury, I certify that: 1) I am purchasing shares solely for my account and there is no agreement or understanding regarding the sale or transfer of such shares, or my right to subscribe for shares, 2) the Social Security or Tax ID information and all other information provided hereon are true, correct and complete, and 3) I am not subject to backup withholding tax [cross out (3) if you have been notified by the IRS that you are subject to backup withholding.] I acknowledge that my order does not conflict with the maximum purchase limitation of [$250,000] for any person, or [$500,000] for any person together with associates of, or persons acting in concert with, such person, or entity, in all categories of the offering, combined as set forth in the Plan of Conversion and Reorganization and the Prospectus dated [                    ].

Subscription rights pertain to those eligible to place orders in the Subscription Offering. Federal regulations prohibit any person from transferring or entering into any agreement directly or indirectly to transfer the legal or beneficial ownership of subscription rights, or the underlying securities, to the account of another.

I ACKNOWLEDGE THAT THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED, AND IS NOT GUARANTEED BY CULLMAN SAVINGS BANK, MHC, CULLMAN BANCORP, INC., OR CULLMAN SAVINGS BANK OR BY THE FEDERAL GOVERNMENT. THE ENTIRE AMOUNT OF AN INVESTOR’S PRINCIPAL IS SUBJECT TO LOSS.

I further certify that, before purchasing the common stock of Cullman Bancorp, Inc. I received the Prospectus dated [                    ] and that I have read the terms and conditions described in the Prospectus, including disclosure concerning the nature of the security being offered and the risks involved in the investment described in the “Risk Factors” section beginning on PAGE [    ] which risks include but are not limited to the following:

Risks Related to Our Business

TBD

Cullman Bancorp, Inc.

Stock Order Form Instructions

Stock Order Form Instructions – All orders are subject to the provisions of the stock offering as described in the prospectus.

Item 1 and 2 – Number of Shares and Total Amount Due - Fill in the number of shares that you wish to purchase and the total payment due. The amount due is determined by multiplying the number of shares ordered by the subscription price of $10.00 per share. The minimum number of shares of common stock you may order is 25 shares. Generally, no individual, or individuals acting through a single qualifying account held jointly, may purchase more than 25,000 shares ($250,000) of common stock, and no person or entity, together with associates or persons acting in concert with such person or entity, may purchase more than 50,000 shares ($500,000) of common stock in all categories of the offering combined. For additional information, see “The Conversion and Offering – Additional Limitations on Common Stock Purchases” in the Prospectus dated [                    ].

Item 3a – Payment by Check - Payment for shares may be made by personal check, bank check or money order payable to Cullman Bancorp, Inc. DO NOT MAIL CASH. Funds received in the subscription and community offerings will be immediately cashed and placed in a segregated account at Cullman Savings Bank and will earn interest at [    %] per annum from the date payment is processed until the offering is completed or terminated.

Item 3b – Payment by Account Withdrawal - To pay by withdrawal from a savings account or certificate of deposit at Cullman Savings Bank, insert the account number(s) and the amounts(s) you wish to withdraw from each account. If more than one signature is required for a withdrawal, all signatories must sign in the signature box on the front of the Stock Order Form. To withdraw from an account with check writing privileges, please write a check. Cullman Savings Bank will waive any applicable penalties for early withdrawal from certificate of deposit accounts (CDs) for the purpose of purchasing stock in the offering. A hold will be placed on the account(s) for the amount(s) you indicate to be withdrawn. Payments will remain in account(s) until the offering closes and will earn their respective rate of interest, but will not be available for your use until the completion of the transaction.

Item 4 – Purchaser Priority - Check the appropriate box to tell us the earlier of the three dates that applies to you and any others subscribing for shares with this order form. If boxes a, b and c do not apply to you, then check the Local Community or General Public box, as appropriate.

Item 5 – Management/Employee/Family Member - Check the appropriate box if you are a Cullman Savings Bank, MHC, Cullman Bancorp, Inc., or Cullman Savings Bank: director, officer, employee, or immediate family member. “Immediate Family” includes the spouse, parents, siblings and children who live in the same house as the director, officer or employee.

Item 6 – Maximum Purchase - Check the box, if applicable. If you check the box but have not subscribed for the maximum amount and did not complete Item 7, you may not be eligible to purchase more shares in the event maximum purchase limitations are increased.

Item 7 – Associates/Acting in Concert - Check the box, if applicable, and provide the requested information. Attach a separate page, if necessary. The term “associate” of a person means: 1) any corporation or organization, other than Cullman Savings Bank, MHC, Cullman Bancorp, Inc., or Cullman Savings Bank, or a subsidiary thereof, of which a person is a senior officer or partner, or beneficially owns, directly or indirectly, 10% or more of any class of equity securities of the corporation or organization; 2) any trust or other estate, if the person has a substantial beneficial interest in the trust or estate or is a trustee or fiduciary of the trust or estate except that for the purposes relating to subscriptions in the stock offering and the sale of common stock following the reorganization, a person who has a substantial beneficial interest in any non-tax-qualified employee plan or any tax-qualified employee plan, or who is a trustee or fiduciary of such plan, is not an associate of such plan, and except that for purposes of aggregating total shares that may be held by officers and directors, the term “associate” does not include any tax-qualified employee plan; or 3) any person who is related by blood or marriage to such person and (i) who lives in the same house as the person; or (ii) who is a director or senior officer of Cullman Savings Bank, MHC, Cullman Bancorp, Inc., or Cullman Savings Bank or a subsidiary thereof. The term “acting in concert” means: 1) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement; or 2) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. A person or company that acts in concert with another person or company (“other party”) shall also be deemed to be acting in concert with any person or company who is also acting in concert with that other party, except that any tax-qualified employee plan will not be deemed to be acting in concert with its trustee or a person who serves in a similar capacity solely for the purpose of determining whether stock held by the trustee and stock held by the plan will be aggregated. In the Prospectus dated [                    ], please see the section entitled “The Conversion and Offering – Additional Limitations on Common Stock Purchases” for more information regarding the definition of “associate” and “acting in concert.”

Item 8 – Stock Registration - The stock transfer industry has developed a uniform system of stockholder registrations that we will use in the issuance of Cullman Bancorp, Inc. common stock. See below and the reverse side of this form for further details regarding common forms of stock registration. Please complete this section as fully and accurately as possible, and be certain to supply your social security or Tax I.D. number(s) and your daytime and evening phone numbers. We will need to call you if we cannot execute your order as given. If you have any questions regarding the registration of stock, please consult your legal advisor or contact the Stock Information Center at [(XXX) XXX-XXXX]. Subscription rights are not transferable. If you are an Eligible Account Holder, Supplemental Eligible Account Holder, or Other Member, as defined in the Prospectus, to protect your priority rights over other purchasers as described in the Prospectus, you must take ownership in at least one of the account holder’s names.

(Continued on reverse side) Side 3

Cullman Bancorp, Inc.

Stock Order Form Instructions

Please check only the one box which corresponds to the ownership desired.

Individual – The stock is to be registered in one individual’s name only. Provide only this individual’s information.

Joint Tenants – Joint tenants with rights of survivorship identifies two or more owners. When stock is held by joint tenants with rights of survivorship, ownership automatically passes to the surviving joint tenant(s) upon the death of any joint tenant. All owners must agree to the transfer or sale of shares held by joint tenants.

Tenants in Common – Tenants in common will also identify two or more owners. However, when stock is held by tenants in common, upon the death of one co-tenant, ownership of the stock will be held by the surviving co-tenant(s) and by the heirs of the deceased co-tenant. All owners must agree to the transfer or sale of shares held by tenants in common.

Individual Retirement Accounts – Individual Retirement Account (“IRA”) holders may potentially make stock purchases from their existing IRA if it is a self-directed IRA, or through a prearranged “trustee-to-trustee” transfer if their IRA is currently at Cullman Savings Bank. The stock cannot be held in a Cullman Savings Bank Individual Retirement Account. Please contact your broker or self-directed IRA provider as quickly as possible to explore this option, as it may take a number of weeks to complete a trustee-to-trustee transfer and place a subscription in this manner. IRA Registration:    

Name Line 1 – list the name of the custodian/brokerage firm holding your IRA, followed by “CUST”.

Name Line 2 – FBO (for benefit of) YOUR NAME [IRA a/c #            ].

Address will be that of the brokerage/trust department to where the ownership statement will be sent.

Include both the Tax I.D. Number of the custodian as well as your personal Social Security Number.

Please list your phone numbers, not the phone numbers of your broker / trust department.

Uniform Transfers to Minors Act (“UTMA”) – For residents of Alabama and many states, stock may be held in the name of a custodian For the Benefit Of (“FBO”) a minor under the state’s Uniform Transfers to Minors Act. In this form of ownership, the minor is the actual owner of the stock with an adult custodian being responsible for the investment until the child reaches legal age. Only one custodian and one minor may be designated. UTMA Registration:

Name Line 1: print the name of the custodian followed by the abbreviation CUST

Name Line 2: FBO “name of the minor”, followed by UTMA- AL (or your state’s abbreviation)

List only the minor’s social security number on the form.

Corporation/Partnership – Corporations and partnerships may purchase stock. Please provide the corporation or partnership’s legal name and Tax I.D. Number. To have subscription rights within a customer priority, the corporation or partnership must have an account in its legal name and Tax I.D. Number. Please contact the Stock Information Center to verify customer rights and purchase limitations.

Fiduciary/Trust – Generally, fiduciary relationships (such as trusts, estates, guardianships, etc.) are established under a form of trust agreement or pursuant to a court order. Without a legal document establishing a fiduciary relationship, your stock may not be registered in a fiduciary capacity. To have subscription rights within a customer priority, the fiduciary or trust must have an account in its legal name and Tax I.D. Number. Please contact the Stock Information Center to verify customer rights and purchase limitations. Instructions: On the first name line, print the first name, middle initial, and last name of the fiduciary if the fiduciary is an individual. If the fiduciary is a corporation, list the corporate title on the first name line. Following the name, print the fiduciary title, such as trustee, executor, personal representative, etc. On the second name line, print the name of the maker, donor or testator or the name of the beneficiary. Following the name, indicate the type of legal document establishing the fiduciary relationship (agreement, court order, etc.) In the blank after “Under Agreement Dated,” fill in the date of the document governing the relationship. The date of the document need not be provided for a trust created by a will.

Item 9 – Qualifying Accounts - List all qualifying accounts that you had with Cullman Savings Bank as of the date corresponding to the box checked in Item 4. For example, if you are ordering stock in just your name, you should list all of your account numbers as of the earlier of the three dates that you were a qualifying customer of Cullman Savings Bank. Similarly, if you are ordering stock jointly with another customer, you should list all account numbers under which either of you are owners, i.e., individual accounts, joint accounts, etc. If you are ordering stock in your minor child’s or grandchild’s name under the Uniform Transfers to Minors Act, the minor must have had a qualifying account as of the date corresponding to the box checked in Item 4, and you should list only their account number(s). If you are ordering stock as a corporation, partnership or other legal business entity, you need to list just that entity’s account number(s), as your individual account number(s) do not qualify. Failure to list all of your qualifying account numbers may result in the loss of part or all of your subscription rights if the offering is oversubscribed.

Item 10 – Acknowledgment, Certification, and Signature - Sign and date the form where indicated. Before you sign please carefully review the information you have provided and read the acknowledgement and both sides of the Stock Order Form. Only one signature is required, unless any account listed in section 3b of this form requires more than one signature to authorize a withdrawal. Please review the Prospectus dated [                    ] carefully before making an investment decision.

Side 4

EX-99.6

Exhibit 99.6

KELLER & COMPANY, INC.

FINANCIAL INSTITUTION CONSULTANTS

555 METRO PLACE NORTH

SUITE 524

DUBLIN, OHIO 43017

(614) 766-1426        (614) 766-1459 FAX

March 12, 2021

The Boards of Directors

Cullman Bancorp, Inc.

Cullman Savings Bank

216 Second Avenue S.W.

Cullman, Alabama 35055

Re: Plan of Conversion and Reorganization

Cullman Savings Bank

Cullman Bancorp, Inc.

Members of the Boards of Directors:

The Plan of Conversion and Reorganization (the “Plan”) of Cullman Savings Bank, MHC (the “MHC”) provides for the conversion of the MHC into the full stock form of organization. Pursuant to the Plan, the MHC will be merged into Cullman Bancorp, Inc., a federal corporation (the “Mid-Tier”), and Cullman Bancorp. Inc. will be merged into the new Cullman Bancorp, Inc. a newly formed Maryland Corporation (the “Corporation”), with the Corporation as the resulting entity, and the MHC will no longer exist. As part of the Plan, the Corporation will sell shares of common stock in an offering that will represent the ownership interest in the Mid-Tier, now owned by the MHC.

We understand that in accordance with the Plan, depositors will receive rights in a liquidation account maintained by the Corporation representing the amount of (i) the MHC’s ownership interest in the Mid-Tier’s total stockholders’ equity as of the date of the latest statement of financial condition used in the prospectus plus (ii) the value of the net assets of the MHC as of the date of the latest statement of financial condition of the MHC prior to the consummation of the conversion (excluding its ownership of the Mid-Tier). The Corporation shall continue to hold the liquidation account for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain deposits in Cullman Savings Bank (the “Bank”). We further understand that the Bank will also establish a liquidation account in an amount equal to the Corporation’s liquidation account, pursuant to the Plan. The liquidation account is designed to provide payments to depositors of their liquidation interest in the event of liquidation of the Bank (or the Corporation and the Bank).

In the unlikely event that either the Bank (or the Corporation and the Bank) were to liquidate after the conversion, all claims of creditors, including those of depositors, would be paid first, followed by distribution to Eligible Account Holders and Supplemental Eligible Account Holders, of the liquidation account maintained by the Corporation.

Boards of Directors

March 12, 2021

Page 2

Also, in a complete liquidation of both entities, or of the Bank, when the Corporation has insufficient assets (other than the stock of the Bank), to fund the liquidation account distribution due to Eligible Account Holders and Supplemental Eligible Account Holders and the Bank has positive net worth, the Bank shall immediately make a distribution to fund the Corporation’s remaining obligations under the liquidation account. The Plan further provides that if the Corporation is completely liquidated or sold apart from a sale or liquidation of the Bank, then the rights of Eligible Account Holders and Supplemental Eligible Account Holders in the liquidation account maintained by the Corporation shall be surrendered and treated as a liquidation account in the Bank, the bank liquidation account and depositors shall have an equivalent interest in such bank liquidation account, subject to the same rights and terms as the liquidation account.

Based upon our review of the Plan and our observation that the liquidation rights become payable only upon the unlikely event of the liquidation of the Bank (or the Corporation and the Bank), that liquidation rights in the Corporation automatically transfer to the Bank in the event the Corporation is completely liquidated or sold apart from a sale or liquidation of the Bank, and that after two years from the date of conversion and upon written request of the FRB, the Corporation will transfer the liquidation account and depositors’ interest in such account to the Bank and the liquidation account shall thereupon become the liquidation account of the Bank, no longer subject to the Corporation’s creditors, we are of the belief that: the benefit provided by the Cullman Savings Bank liquidation account supporting the payment of the liquidation account if (i) the Corporation lacks sufficient net assets or (ii) Cullman Savings Bank (or the Corporation and the Bank) enters into a transaction to transfer Cullman Savings Bank’s assets and liabilities to a credit union, does not have any economic value at the time of the conversion. We note that we have not undertaken any independent investigation of state or federal law or the position of the Internal Revenue Service with respect to this issue.

Sincerely,

/s/ Keller & Company, Inc.

Keller & Company, Inc.

EX-99.7

Exhibit 99.7

REVOCABLE PROXY

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF CULLMAN BANCORP, INC.

SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [MEETING DATE]

The undersigned hereby appoints all of the members of the Board of Directors of Cullman Bancorp, Inc., and each of them individually, with full powers of substitution, to act as attorneys and proxies for the undersigned to vote all shares of common stock of Cullman Bancorp, Inc. that the undersigned is entitled to vote at the Special Meeting of Stockholders, to be held at [meeting location], at [meeting time], Central time, on [meeting date], as follows:

	FOR	AGAINST	ABSTAIN
1.  The approval of the Plan of Conversion and Reorganization pursuant to which: (a) Cullman Bancorp, MHC and Cullman Bancorp, Inc. will convert and reorganize from the mutual holding company structure to the stock holding company structure; (b) Cullman Bancorp, Inc., a Maryland corporation, will become the holding company for Cullman Savings Bank; (c) the outstanding shares of common stock of Cullman Bancorp, Inc., other than those owned by Cullman Bancorp, MHC, will be converted into shares of common stock of Cullman Bancorp, Inc.; and (d) Cullman Bancorp, Inc. will offer shares of its common stock for sale in a subscription offering, and, if necessary, a community offering and/or syndicated community offering;	☐	☐	☐
2.  The approval of a contribution of shares of common stock and cash to a new charitable foundation that we will establish in connection with the conversion and offering (the “Cullman Foundation”);	☐	☐	☐
3.  The approval of the adjournment of the Special Meeting of Stockholders, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting of Stockholders to approve the Plan of Conversion and Reorganization and/or the the contribution to The Cullman Foundation;	☐	☐	☐
The following informational proposals:
4.  The approval of a provision in Cullman Bancorp, Inc.’s Articles of Incorporation requiring a super-majority vote of stockholders to approve certain amendments to the Articles of Incorporation;	☐	☐	☐
5.  The approval of a provision in Cullman Bancorp, Inc.’s Articles of Incorporation requiring a super-majority vote of stockholders to approve stockholder-proposed amendments to Cullman Bancorp, Inc.’s Bylaws;	☐	☐	☐
6.  Approval of a provision in Cullman Bancorp, Inc.’s articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of Cullman Bancorp, Inc.’s outstanding voting stock; and	☐	☐	☐

such other business that may properly come before the Special Meeting of Stockholders.

The Board of Directors unanimously recommends a vote “FOR” each of the above proposals.

THE PROVISIONS OF CULLMAN BANCORP, INC.’S ARTICLES OF INCORPORATION THAT ARE SUMMARIZED AS INFORMATIONAL PROPOSALS 4, 5 AND 6 WERE APPROVED BY THE BOARD OF DIRECTORS OF CULLMAN BANCORP, INC. AS PART OF THE PROCESS BY WHICH THE BOARD OF DIRECTORS APPROVED THE PLAN OF CONVERSION AND REORGANIZATION. THESE PROPOSALS ARE INFORMATIONAL ONLY, BECAUSE FEDERAL REGULATIONS GOVERNING MUTUAL-TO-STOCK CONVERSIONS DO NOT PROVIDE FOR VOTES ON MATTERS OTHER THAN THE PLAN OF CONVERSION AND REORGANIZATION. WHILE YOUR VOTE IS SOLICITED WITH RESPECT TO EACH INFORMATIONAL PROPOSAL, THE PROPOSED PROVISIONS FOR WHICH AN INFORMATIONAL VOTE IS SOLICITED MAY BECOME EFFECTIVE IF STOCKHOLDERS APPROVE THE PLAN OF CONVERSION AND REORGANIZATION, REGARDLESS OF WHETHER STOCKHOLDERS VOTE TO APPROVE ANY OR ALL OF THE INFORMATIONAL PROPOSALS.

THIS PROXY, PROPERLY SIGNED AND DATED, WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED FOR ONE OR MORE PROPOSALS, THIS PROXY WILL BE VOTED “FOR” EACH PROPOSAL. IF ANY OTHER BUSINESS IS PRESENTED AT THE SPECIAL MEETING OF STOCKHOLDERS, THIS PROXY WILL BE VOTED BY THE PROXY COMMITTEE OF THE BOARD OF DIRECTORS IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE SPECIAL MEETING OF STOCKHOLDERS.

Should the above-signed be present and elect to vote at the Special Meeting of Stockholders or at any adjournment thereof and after notification to the Secretary of Cullman Bancorp, Inc. at the Special Meeting of Stockholders of the stockholder’s decision to terminate this proxy, then the power of said attorneys and proxies shall be deemed terminated and of no further force and effect. This proxy may also be revoked by sending written notice to the Secretary of Cullman Bancorp, Inc. at the address set forth on the Notice of Special Meeting of Stockholders, or by the filing of a later-dated and executed proxy before a vote being taken on a particular proposal at the Special Meeting of Stockholders.

The above-signed acknowledges receipt from Cullman Bancorp, Inc. before the execution of this proxy of the Notice of Special Meeting of Stockholders and the Proxy Statement/Prospectus dated [proxy date].

Dated: _____________                     ☐ Check Box if You Plan to Attend the Special Meeting of Stockholders

PRINT NAME OF STOCKHOLDER	PRINT NAME OF STOCKHOLDER
SIGNATURE OF STOCKHOLDER	SIGNATURE OF STOCKHOLDER

Please sign exactly as your name appears on this proxy card. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder should sign, but only one holder is required to sign.

Please complete, sign and date this proxy card and return it in the enclosed postage-prepaid envelope today.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS

The Notice of Special Meeting of Stockholders, Proxy Statement/Prospectus dated [proxy date], and Proxy Card are available at ____________________.