UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
EXCHANGE ACT OF 1934
For the quarterly period ended
or
EXCHANGE ACT OF 1934
For the transition period from to
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Hoyne Bancorp, Inc.
Form 10-Q
TABLE OF CONTENTS
2
Explanatory Note
Hoyne Bancorp, Inc. was formed to serve as the stock holding company for Hoyne Savings Bank in connection with the conversion of Hoyne Savings, MHC, the mutual holding company and sole stockholder of Hoyne Financial Corporation and Hoyne Savings Bank, from the mutual form of organization to the stock form of organization, which was completed December 3, 2025. Accordingly, certain financial statements and other financial information at or prior to December 3, 2025, contained in this Form 10-Q relate solely to the consolidated financial results of Hoyne Savings, MHC, and its consolidated subsidiaries, Hoyne Financial Corporations and Hoyne Savings Bank. The results as of and for the year ended December 31, 2025 include the results of Hoyne Bancorp, Inc. and its subsidiary, Hoyne Savings Bank.
3
PART I —FINANCIAL INFORMATION
Item 1. Financial Statements
HOYNE BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
| March 31, 2026 | | December 31, 2025 | |||
(unaudited) | (audited) | |||||
Assets | ||||||
Cash and cash equivalents | $ | | $ | | ||
Certificates of deposit | | | ||||
Investment securities: | ||||||
Available-for-sale, (amortized cost of $ |
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Held-to-maturity, at amortized cost |
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Federal Home Loan Bank of Chicago stock (FHLB) |
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Bankers Bank stock |
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Real Estate Owned (REO) |
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Loans receivable, net of allowance for credit losses of $ |
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Premises and equipment, net |
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Accrued interest receivable |
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Bank-owned life insurance (BOLI) |
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Core deposit intangibles |
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Deferred tax assets |
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Other assets |
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Total assets | $ | | $ | | ||
Liabilities and Stockholders' Equity |
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Liabilities: |
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Deposits | $ | | $ | | ||
Advances from borrowers for taxes and insurance |
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Accounts payable and accrued expenses | | | ||||
Total liabilities |
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Stockholders' Equity: |
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Preferred stock, $ | ||||||
Common stock, $ | | | ||||
Unallocated common stock - ESOP | ( | ( | ||||
Additional paid-in capital | | | ||||
Retained earnings |
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Accumulated other comprehensive loss | ( | ( | ||||
Total stockholders' equity | | | ||||
Total liabilities and stockholders' equity | $ | | $ | | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
HOYNE BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Three Months Ended March 31, 2026 and 2025
Three Months Ended March 31, | |||||||
| 2026 | | 2025 | | |||
(unaudited) | (unaudited) | ||||||
Interest income: | |||||||
Loans receivable | $ | | $ | | |||
Investment securities |
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Other |
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Total interest income |
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Interest expense, deposits |
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Net interest income |
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Provision for credit losses |
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Net interest income after provision for credit losses |
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Noninterest income: |
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Customer service fees |
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Other |
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Total noninterest income |
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Noninterest expense: |
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Compensation |
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Occupancy |
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Advertising |
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Amortization of core deposit intangible |
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Other |
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Total noninterest expense |
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Income (Loss) before income taxes |
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Income tax (benefit): |
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Tax Expense (benefit) |
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Net income (loss) |
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Earnings (loss) per share - basic and diluted | ($ | — | |||||
Weighted-average shares outstanding - basic and diluted | | — | |||||
Other comprehensive income (loss): | |||||||
Unrealized gain (loss) on securities available-for-sale, net of income taxes of ($ |
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Total other comprehensive income |
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Comprehensive income (loss) | $ | ( | $ | | |||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
HOYNE BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
For the Three Months Ended March 31, 2026 and 2025
Accumulated | ||||||||||||||||||
Unallocated | Other | |||||||||||||||||
Common | Common Stock - | | Additional | | Retained | Comprehensive | ||||||||||||
Stock | ESOP | Paid-in Capital | Earnings | Income (loss) | Total | |||||||||||||
Three Months Ended March 31, 2025 | ||||||||||||||||||
Balance at December 31, 2024 | $ | — | $ | — | $ | — | $ | | $ | ( | $ | | ||||||
Net income (loss) | ( | ( | ||||||||||||||||
Other comprehensive income |
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Balance, March 31, 2025 | $ | — | $ | — | $ | — | $ | | $ | ( | $ | | ||||||
Three Months Ended March 31, 2026 | ||||||||||||||||||
Balance at December 31, 2025 | $ | | $ | ( | $ | | $ | | $ | ( | $ | | ||||||
Net income (loss) | ( | ( | ||||||||||||||||
ESOP shares committed to be released | | | | |||||||||||||||
Other comprehensive loss | ( | ( | ||||||||||||||||
Balance, March 31, 2026 | $ | | $ | ( | $ | | $ | | $ | ( | $ | | ||||||
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The accompanying notes are an integral part of these condensed consolidated financial statements.
6
HOYNE BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2026 and 2025
For the Three Months Ended March 31, | ||||||
| 2026 | | 2025 | |||
(unaudited) | (unaudited) | |||||
Net cash flows from operating activities: | ||||||
Net Income (loss) | $ | ( | $ | ( | ||
Adjustments to reconcile net income (loss) to net cash from operating activities: |
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Depreciation |
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(Accretion) amortization of premiums and discounts |
| ( |
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Provision for credit losses |
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Amortization of core deposit intangible |
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Accretion of Loan credit and yield adjustment |
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Increase in cash surrender value of BOLI |
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ESOP compensation expense |
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Change in other assets | ( | | ||||
Change in accrued interest receivable |
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Deferred income tax benefit |
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Change in accounts payable and accrued expenses |
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Net cash flows provided (used) by operating activities |
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Net cash flows from investing activities: |
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Purchase of BOLI |
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Proceeds from maturities of certificates of deposit |
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Purchase of certificates of deposit |
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Proceeds from repayment of available-for-sale securities |
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Repayment of held-to-maturity securities |
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Change in loans receivable |
| ( |
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Disposal of fixed assets | — | | ||||
Purchase of premises and equipment |
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Net cash flows provided (used) by investing activities |
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Net cash flows from financing activities: |
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Change in deposit accounts |
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Change in advances from borrowers for taxes and insurance |
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Net cash flows provided (used) by financing activities |
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Net change in cash and cash equivalents |
| ( |
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Cash and cash equivalents: |
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Beginning of the period |
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End of the period | $ | | $ | | ||
Supplemental cash flow information: |
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Cash paid during the period for Interest | $ | | $ | | ||
Taxes paid during the period |
| — |
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Premises and Equipment transferred to ORE | — | | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
HOYNE BANCORP, INC. AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.Organization
Hoyne Bancorp, Inc, a Delaware corporation (the "Company") was formed to serve as the stock holding company for Hoyne Savings Bank ("Bank") as part of the mutual-to-stock conversion. Upon completion of the conversion, which occurred on December 3, 2025, Hoyne Bancorp, Inc. became
The unaudited consolidated financial statements and other financial information contained in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and related notes of Hoyne Bancorp, Inc. at and for the years ended December 31, 2025 and 2024 contained in Hoyne Bancorp Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities Exchange Commission on March 26, 2026.
2.Nature of Operations
Hoyne Savings Bank is an Illinois stock institution. The Bank operates as a single segment and its principal business consists of originating commercial real estate loans (including commercial construction), commercial and industrial loans, one to four residential loans, and to a lesser extent, home equity loans and lines of credit and other consumer loans in the market areas surrounding its branch footprint. The Bank also established a loan production office in Oak Park, Illinois in 2023 and attracts retail deposits from the general public as well as deposits from commercial customers in the areas surrounding the main office and branches, offering a wide variety of deposit products and services. The Bank also invests in securities. Its revenues are derived primarily from interest on loans and investment securities. Its primary sources of funds are deposits and principal and interest payments on loans and investment securities.
3.Summary of Significant Accounting Policies
The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principals generally accepted in the United States of America (“U.S. GAAP”) and conform to practices within the banking industry. The accounting policies followed in the preparation of the interim consolidated financial statements are consistent with those used in the preparation of the annual financial statements. The interim consolidated financial statements reflect all normal and recurring adjustments that are necessary, in the opinion of management, for fair statement of results for the interim periods presented. Results for the period ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
Principles of Consolidation — The consolidated financial statements for the three months ended March 31, 2026 include the accounts and results of operations of Hoyne Bancorp, Inc. and Hoyne Savings Bank. The comparable period in 2025 contains the results of Hoyne Savings, MHC, Hoyne Financial Corporation, and Hoyne Savings Bank and Prospect Services Incorporated. Significant intercompany accounts and transactions have been eliminated in consolidation.
8
3.Summary of Significant Accounting Policies (continued)
Use of Estimates — The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and activities at the date of the financial statements, and during the reporting period. Actual results could differ from those estimates.
Significant estimates used in the preparation of these financial statements and disclosures include the allowance for credit losses, realizability of net deferred income tax assets and the fair values of financial instruments. For these estimates, it is reasonably possible that the recorded amounts or related disclosures could significantly change in the near future as more information is available.
Cash and Cash Equivalents — Cash and cash equivalents include cash on hand, demand deposits, and investment deposits with a maturity of three months or less.
Certificates of Deposit — Interest-bearing deposits are carried at cost and consist of short term certificates of deposit held at other financial institutions.
Investment Securities — Investment securities are classified in the following categories, and accounted for as follows (see Note 4 to the consolidated financial statements):
Debt Securities — Debt securities that management has the positive intent and ability to hold to maturity are classified as held to maturity and recorded at amortized cost. Securities not classified as held to maturity are classified as available for sale and are carried at fair value, with unrealized gains and losses reported in other comprehensive income or loss. Amortization of premiums and accretion of discounts are recognized in interest income using the interest method. Premiums that exceed the amount repayable by the issuer at the next call date are amortized to the next call date. Other premiums and discounts are amortized (accreted) over the estimated lives of the securities. Gains and losses on the sale of securities are recorded on the trade date and determined using the specific-identification method.
We use a current expected credit loss ("CECL") model to estimate the allowance for credit losses on securities held to maturity. The CECL model considers historical loss rates and other qualitative adjustments, as well as a new forward-looking component that considers reasonable and supportable forecasts over the expected life of each security.
Management believes we will collect all amounts owed on securities held to maturity issued by the U.S. government or a U.S. government-sponsored agency since these securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies, and have a long history of no credit losses. Management evaluates all other securities held to maturity using a probability of default method. The probability of default method estimates the probability a security with a certain credit rating will default during its remaining contractual term (probability of default) and how much loss is expected to be incurred if a security defaults (loss given default rate). We obtain information from FHN Financial, a reputable third party valuation provider, to estimate the probability of default for each credit rating based on the remaining term of the security and the loss given default rate.
The past due status of a security is based on the contractual terms in the security. The accrual of interest on a security is discontinued when the security becomes 90 days delinquent or whenever management believes the issuer will be unable to make payments as they become due. When securities are placed on nonaccrual status, all unpaid accrued interest is reversed against interest income.
We exclude accrued interest receivable from the amortized cost basis of both securities held to maturity and available for sale when estimating credit losses and when presenting required disclosures in the financial statements. Accrued interest on securities held to maturity totaling approximately $
We evaluate individual securities available for sale in an unrealized loss position by first determining whether the decline in fair value below the amortized cost basis of the security has resulted from a credit loss or other factors. A credit loss exists when the present value of cash flows expected to be collected from the security is less than the amortized cost basis of the security. In determining whether a credit loss exists, the Bank considers the extent to
9
3.Summary of Significant Accounting Policies (continued)
which the fair value is less than the amortized cost basis, adverse conditions related to the security, the industry, or geographic areas, the payment structure of the debt security, failure of the issuer to make scheduled payments, and any changes to the rating of the security. Impairment related to credit losses is recognized through an allowance for credit losses up to the amount that fair value is less than the amortized cost basis. Changes to the allowance are recognized through earnings as a provision for (or recovery of) credit losses. Impairment related to other factors is recognized in other comprehensive income (loss).
Stock in Federal Home Loan Bank of Chicago and Bankers Bank — The Bank, as a member of the Federal Home Loan Bank system is required to own a certain amount of stock based on the level of borrowings and other factors and may invest in additional amounts. Federal Home Loan Bank of Chicago (“FHLB”) stock is recorded at cost and classified as a restricted security. No readily available market exists for this stock and it has no quoted market value. Redemptions of FHLB stock are at par value. The stock is evaluated for impairment annually based on the ultimate recoverability of the par value without regard to temporary declines in value. The Bank also holds stock in Bankers Bank as part of our available funds requirement. Bankers Bank stock is recorded at cost and classified as a restricted security. Based on an evaluation of these investments as of March 31, 2026 and December 31, 2025, management is of the opinion the costs of these investments will be recovered.
Loans Receivable
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff generally are reported at their outstanding unpaid principal balances adjusted for purchase premiums or discounts, deferred loan fees and costs, charge-offs, and an allowance for credit losses. Interest on loans is accrued and credited to income based on the unpaid principal balance. Loan-origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method.
The past due status of a loan is based on the contractual terms in the loan agreement. The accrual of interest on a loan is discontinued when the loan becomes 90 days delinquent or whenever management believes the borrower will be unable to make payments as they become due. When loans are placed on nonaccrual status or charged off, all unpaid accrued interest is reversed against interest income. The interest on these loans is subsequently accounted for on the cash basis if collection of the remaining recorded investment in the loan is still expected or using the cost-recovery method when collection of the remaining recorded investment is in doubt. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
Allowance for Credit Losses and Unfunded Commitments
The allowance for credit losses on loans is a valuation allowance that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the Bank’s loan portfolio. The allowance for credit losses on loans is established through provisions for credit losses charged against earnings. When available information confirms that specific loans, or portions thereof, are uncollectible, these amounts are charged against the allowance for credit losses on loans, and subsequent recoveries, if any, are credited to the allowance for credit losses on loans.
Management considers the following when assessing risk in the Bank’s loan portfolio:
Commercial
Loans in this portfolio segment are primarily income-producing properties throughout the Chicago area. The underlying cash flows generated by the properties are adversely impacted by a downturn in the economy as evidenced by increased vacancy rates, which in turn, will have an effect on the credit quality in this portfolio. Management obtains rent rolls annually and continually monitors the cash flows of these loans. Loans in this segment also include those made to businesses and secured by assets of the business.
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3.Summary of Significant Accounting Policies (continued)
Repayment is expected from operations of the business. A weakened economy, and resultant decreased consumer spending, will have an effect on the credit quality of these loans.
Residential Real Estate
Loans in this portfolio segment primarily include owner-occupied 1-4 family residences secured by 1st liens. The Bank generally has 2nd liens on property securing home equity loans. The Bank generally does not originate loans with a loan-to-value ratio greater than 85% and does not generally grant loans that would be classified as subprime upon origination. All loans in this portfolio are collateralized by residential real estate and repayment is dependent on the credit quality of the individual borrower or borrowers. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this segment.
We use a CECL model to estimate the allowance for credit losses on loans. The CECL model considers historical loss rates and other qualitative adjustments, as well as a new forward-looking component that considers reasonable and supportable forecasts over the expected life of each loan. To develop the allowance for credit losses on loans estimate under the CECL model, we segregate the loan portfolio into loan pools based on loan type and similar credit risk elements; performs an individual evaluation of certain collateral dependent and other credit-deteriorated loans; calculates the historical loss rates for the various loan pools; applies the loss rates over the calculated life of the collectively evaluated loan pools; adjusts for forecasted macro-level economic conditions and other anticipated changes in credit quality; and determines qualitative adjustments based on factors and conditions unique to the Bank’s loan portfolio.
Under the CECL model, loans that do not share similar risk characteristics with loans in their respective pools are individually evaluated for expected credit losses and are excluded from the collectively evaluated loan credit loss estimates. A loan is individually evaluated when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining individual evaluation include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not individually evaluated. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.
The following describes the types of collateral that secure collateral dependent loans:
| ● | Commercial and industrial loans considered collateral dependent are primarily secured by accounts receivable, inventory and equipment |
| ● | Construction — Construction loans are primarily secured by residential and commercial properties, which are under construction and/or redevelopment, and by raw land |
| ● | Commercial real estate loans — Commercial real estate loans are primarily secured by office and industrial buildings, warehouses, retail shopping facilities and various special purpose properties, including hotels and restaurants. |
| ● | Residential — First mortgages are primarily secured by first liens on residential real estate. |
| ● | Residential — Junior mortgages are primarily secured by first and junior liens on residential real estate. |
11
3.Summary of Significant Accounting Policies (continued)
Management evaluates all collectively evaluated loan pools using the weighted average remaining life (the “remaining life”) methodology. The remaining life methodology applies calculated quarterly net loss rates to collectively evaluated loan pools on a periodic basis based on the estimated remaining life of each pool. The estimated losses under the remaining life methodology are then adjusted for qualitative factors deemed appropriate by management.
The estimated remaining life of each pool is determined using quarterly, pool-based attrition measurements using the Bank’s loan-level historical data. The Bank’s historical call report data is utilized for historical loss rate calculations, and the lookback period for each collectively evaluated loan pool is determined by management based upon the estimated remaining life of the pool. Forecasted historical loss rates are calculated using the Bank’s historical data based on the lookback, forecast, and reversion period inputs by management. Management elected to utilize peer group loss rates to supplement the Bank’s data to provide a forecasted market adjustment.
The quantitative analysis under the remaining life methodology is supplemented with other qualitative factors based on the risks management determines are present for each collectively evaluated loan pool. The Qualitative Adjustment factor is intended to embody a forecasting component based on an independent economic metric. The Bank has selected for this component regional unemployment for consumer portfolio segments and regional gross domestic product for non-consumer portfolio segments.
The Bank excludes accrued interest receivable from the amortized cost basis of loans when estimating credit losses and when presenting required disclosures in the financial statements. Accrued interest on loans totaling approximately $
In addition to the allowance for credit losses on loans, we calculate a reserve for unfunded loan commitments at a level that management believes is adequate to absorb estimated probable credit losses over the contractual terms of the Bank’s noncancellable loan commitments. We deemed the calculated reserve for unfunded commitments as immaterial as of March 31, 2026 and December 31, 2025.
Unfunded loan commitments are segmented into the same pools used for estimating the allowance for credit losses on loans. Estimated credit losses on unfunded loan commitments are based on the same methodology, inputs, and assumptions used to estimate credit losses on collectively evaluated loans, adjusted for estimated funding probabilities. The estimated funding probabilities represent management’s estimate of the amount of the current unfunded loan commitment that will be funded over the remaining contractual life of the commitment and is based on historical data.
We may modify loans to borrowers experiencing financial difficulty and grant certain concessions that include principal forgiveness, a term extension, an other-than-insignificant payment delay, an interest rate reduction, or a combination of these concessions. An assessment of whether the borrower is experiencing financial difficulty is made at the time of the loan modification.
Upon a determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.
Real Estate Owned — At the time of foreclosure, foreclosed real estate is recorded at the fair value less cost to sell, which becomes the property’s new basis. Any write-downs based on the asset’s fair value at date of acquisition are charged to the allowance for credit losses. After foreclosure, valuations are periodically performed by management and property held for sale is carried at the lower of the new cost basis or fair value less cost to sell. Impairment losses on property to be held and used are measured as the amount by which the carrying amount of a property exceeds its fair value. Costs incurred in maintaining foreclosed real estate and subsequent adjustments to the carrying amount of the
12
3.Summary of Significant Accounting Policies (continued)
property are included in net gain (loss) on real estate owned. Mortgage loans in the process of foreclosure at March 31, 2026 and December 31, 2025 totaled $
Real estate owned can also include former Bank locations and land that management has committed to a plan to sell and have been classified as held-for-sale. Once the criteria for classification as held for sale is met, the asset is reclassified from Premises and Equipment to Real Estate Owned on the consolidated statement of financial condition and is initially measured at the lower of its carrying amount or fair value less cost to sell. Subsequent to the initial reclassification, valuations are periodically performed by management, and the asset is reviewed for impairment with any adjustments to the carrying amount included in noninterest expense.
Premises and Equipment — Land is carried at cost. Buildings and improvements, furniture, fixtures, and equipment are carried at cost less accumulated depreciation.
Building and improvements | | |
Furniture, fixtures, and equipment |
Bank-owned Life Insurance — The Bank has purchased life insurance policies on certain key officers. Bank-owned life insurance is recorded at its cash surrender value, or the amount that can be realized upon immediate liquidation. The change in the cash surrender value is included as other noninterest income.
Core Deposit Intangibles — The core deposit intangibles (“CDI”) were acquired in business combinations. On October 16, 2020, the Bank acquired Loomis Federal Savings and Loan Association which included a CDI of $
Aggregate annual amortization expense is expected to be as follows:
Year | | Amount | |
2026 | $ | | |
Deposits — Demand deposits normally bear interest and have no stated maturity. Time deposits, which include certificates of deposit, bear interest for a fixed, stated period of time. Premiums on acquired certificates of deposit are amortized into interest expense over the estimated life of the certificates.
Retained Earnings — Undivided profits are recorded in accordance with regulations of the State of Illinois and the Federal Deposit Insurance Corporation.
Transfers of Financial Assets — Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Bank, the transferee obtains the right (free of conditions that constrain it from taking advantage of the right) to pledge or exchange the transferred asset, and the Bank does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets.
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3.Summary of Significant Accounting Policies (continued)
Noninterest Income Revenue Recognition — The Bank earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees, such as ATM use fees, wires, 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 Bank fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly service charges and maintenance fees, are earned over the course of a month, representing the period over which the Bank satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs as this corresponds with the Bank’s performance obligation.
Legal Contingencies — Various legal claims arise from time to time in the normal course of business. In the opinion of management, any liability resulting from such proceedings would not have a material impact on the financial statements of the Bank.
Advertising — The Company expenses the cost of advertising the first time the advertising takes place. Advertising expense was during the three months ended March 31, 2026 compared to $
Income Taxes — Deferred tax assets and liabilities have been determined using the liability method. Deferred tax assets and liabilities are determined based on the difference between the financial statements and tax bases of assets and liabilities as measured by the current enacted tax rates which will be in effect when these differences are expected to reverse. Provision (credit) for deferred taxes is the result of changes in the deferred tax assets and liabilities.
The Company 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 financial statements. Interest and penalties related to unrecognized tax benefits are classified as income tax expense.
With few exceptions, the Company is no longer subject to federal or state examination by tax authorities for years ending before December 31, 2022.
Comprehensive Income (Loss) — Accounting principles generally require that recognized revenue, expense, gains, and losses be included in net income. Certain changes in assets and liabilities, however, such as unrealized gains and losses on available-for-sale securities, are reported as a direct adjustment to the equity section of the consolidated statement of financial condition. Such items, along with net income, are considered components of comprehensive income (loss).
Segment Information — The Company’s reportable segment is determined by the Chief Financial Officer (“CFO”) based upon information provided about the Company’s products and services offered, primarily banking operations. The segment is also distinguished by the level of information provided by the CFO, who uses such information to review performance of various components of the business, which are then aggregated if operating performance, products / services, and customers are similar. The CFO evaluates the financial performance of the Company’s business components such as evaluating revenue streams, significant expenses, and budget to actual results in assessing the Company’s segment and in the determination of allocating resources. The CFO uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets. The CFO uses consolidated net income (loss) to benchmark the Company against its competitors. The benchmarking analysis coupled with monitoring of budget to actual results are used in assessing performance and in establishing compensation. Loans, investments, and deposit product service fees provide the revenues in the banking operation. Interest expense and salaries and employee benefits, as reported on the consolidated statement of income, provide the significant expenses in the banking operation. All operations are domestic.
14
3.Summary of Significant Accounting Policies (continued)
We operate under a segment. Segment performance is evaluated using consolidated net income (loss). The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets. Noncash items, such as depreciation and amortization, as well as expenditures for premises and equipment, are reported on the consolidated statement of cash flows.
4.Investment Securities
The amortized cost and fair value of securities available-for-sale and held-to-maturity, with gross unrealized gains and losses, are as follows (in thousands):
March 31, 2026 | ||||||||||||
| Amortized | | Gross Unrealized | | Estimated | |||||||
Cost | Gains | | Losses | Fair Value | ||||||||
Available-for-sale securities: | ||||||||||||
Agencies | $ | | $ | — | $ | ( | $ | | ||||
Mortgage-backed |
| |
| |
| ( |
| | ||||
Municipal bonds |
| |
| — |
| ( |
| | ||||
Total available-for-sale securities | $ | | $ | | $ | ( | $ | | ||||
Held-to-maturity securities: |
| |
| |
| |
| | ||||
Agencies | $ | | $ | — | $ | ( | $ | | ||||
Mortgage-backed |
| |
| |
| ( |
| | ||||
Municipal bonds |
| |
| — |
| ( |
| | ||||
Total Held-to-maturity securities | $ | | $ | | $ | ( | $ | | ||||
December 31, 2025 | ||||||||||||
Amortized | Gross Unrealized | Estimated | ||||||||||
| Cost | | Gains | | Losses | | Fair Value | |||||
Available-for-sale securities: | ||||||||||||
Agencies | $ | | | $ | - | | $ | ( | | $ | | |
Mortgage-backed |
| |
| |
| ( |
| | ||||
Municipal bonds |
| |
| - |
| ( |
| | ||||
Total available-for-sale securities | $ | | $ | | $ | ( | $ | | ||||
Held-to-maturity securities: |
| |
| |
| |
| | ||||
Agencies | $ | | $ | — | $ | ( | $ | | ||||
Mortgage-backed |
| |
| |
| ( |
| | ||||
Municipal bonds |
| |
| — |
| ( |
| | ||||
Total Held-to-maturity securities | $ | $ | | $ | ( | $ | | |||||
15
4.Investment Securities (continued)
The amortized cost and fair value of investment securities by contractual maturity are as follows (in thousands):
March 31, 2026 | ||||||||||||
Available-for-Sale | Held-to-Maturity | |||||||||||
Amortized | Amortized | |||||||||||
| Cost | | Fair Value | | Cost | | Fair Value | |||||
Due in 1 year or less | $ | — | $ | — | $ | — | $ | — | ||||
Due in 1 to 5 years |
| |
| |
| — |
| — | ||||
Due after 5 years to 10 years |
| |
| |
| |
| | ||||
Due after 10 years |
| — |
| — |
| — |
| — | ||||
Total |
| |
| |
| |
| | ||||
Mortgage-backed |
| |
| |
| |
| | ||||
Total | $ | | $ | | $ | | $ | | ||||
December 31, 2025 | ||||||||||||
Available-for-Sale | Held-to-Maturity | |||||||||||
Amortized | Amortized | |||||||||||
| Cost | | Fair Value | | Cost | | Fair Value | |||||
Due in 1 year or less | $ | — | $ | — | $ | — | $ | — | ||||
Due after 1 year to 5 years |
| |
| |
| — |
| — | ||||
Due after 5 years to 10 years |
| |
| |
| |
| | ||||
Due after 10 years |
| — |
| — |
| |
| | ||||
Total |
| |
| |
| |
| | ||||
Mortgage-backed |
| |
| |
| |
| | ||||
Total | $ | | $ | | $ | $ | | |||||
There were
Information pertaining to debt securities with gross unrealized losses at March 31, 2026 and December 31, 2025 aggregated by investment category and length of time that individual securities have been in a continuous loss position follows (in thousands):
March 31, 2026 | ||||||||||||
Less Than Twelve Months | Over Twelve Months | |||||||||||
Gross | Gross | |||||||||||
Unrealized | Unrealized | |||||||||||
| Losses | | Fair Value | | Losses | | Fair Value | |||||
Available-for-sale: | ||||||||||||
Agencies | $ | — | $ | — | $ | | $ | | ||||
Mortgage-backed |
| |
| |
| |
| | ||||
Municipal bonds |
| |
| |
| |
| | ||||
Total | $ | | $ | | $ | | $ | | ||||
16
4.Investment Securities (continued)
December 31, 2025 | ||||||||||||
Less Than Twelve Months | Over Twelve Months | |||||||||||
Gross | Gross | |||||||||||
Unrealized | Unrealized | |||||||||||
| Losses | | Fair Value | | Losses | | Fair Value | |||||
Available-for-sale: | ||||||||||||
Agencies | $ | — | $ | — | $ | | $ | | ||||
Mortgage-backed |
| |
| |
| |
| | ||||
Municipal bonds |
| |
| |
| |
| | ||||
Total | $ | | $ | | $ | | $ | | ||||
At March 31, 2026,
We regularly evaluate various attributes of securities held to maturity to determine the appropriateness of the allowance for credit losses. The credit quality indicators monitored differ depending on the major security type.
We evaluate the credit quality of securities issued by the U.S. government (e.g., U.S. Treasury bonds) and U.S. government-sponsored agencies (e.g., Federal National Mortgage Association and Federal Home Loan Mortgage Corporation mortgage-backed securities) by considering the creditworthiness and performance of the securities and the strength of guarantees. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies, and have a long history of no credit losses. Based on this analysis, management believes we will collect all amounts owed on these securities and, accordingly, we have not recognized an allowance for credit losses on these securities.
Other securities held to maturity are generally evaluated using credit ratings, which are a key indicator of a debt security’s probability of default. We use credit ratings issued by S&P or Moody’s (or both). These ratings are updated monthly. We may also consider other relevant information that becomes known about the issuer’s or the security’s performance.
17
5.Loans Receivable
Loans receivable consist of the following (in thousands):
March 31, 2026 | | December 31, 2025 | ||||
One to four residential | $ | | $ | | ||
Purchased and participations |
| |
| | ||
Home improvement, first mortgage |
| |
| | ||
Home equity line of credit (HELOC) |
| |
| | ||
Commercial, construction |
| |
| | ||
Commercial and Industrial |
| |
| | ||
Commercial Real Estate |
| |
| | ||
Commercial Line of Credit (LOC) |
| |
| | ||
Total |
| |
| | ||
Add premiums on purchased loans |
| |
| | ||
Less: |
| |
| |||
Loans sold |
| ( |
| ( | ||
Loans in process |
| ( |
| ( | ||
Allowance for credit losses |
| ( |
| ( | ||
Deferred income from loan fees |
| ( |
| ( | ||
$ | | $ | | |||
Activity in the allowance for credit losses is summarized for the three months ended March 31, 2026 and 2025, as follows (in thousands):
| | | Home | | | | | | | ||||||||||||||||||
Purchased | improvement | Commercial | Commercial | ||||||||||||||||||||||||
One to Four | and | first | Commercial | and | real | ||||||||||||||||||||||
Residential | participations | mortgage | HELOC | construction | industrial | estate | LOC | Total | |||||||||||||||||||
Allowance for Credit Loss |
| |
| |
| |
| |
| |
| |
| |
| |
| | |||||||||
For the Three Months Ended | |||||||||||||||||||||||||||
Beginning balance January 1, 2025 | $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | | |
Provision | |
| |
| — |
| — |
| |
| |
| |
| |
| | ||||||||||
Charge-offs | — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||||
Recoveries | |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| | ||||||||||
Ending balance March 31, 2025 | $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | | |
Beginning balance January 1, 2026 | |
| |
| |
| |
| |
| |
| |
| |
| $ | | |||||||||
Provision | ( |
| ( |
| — |
| |
| |
| |
| |
| ( |
| | ||||||||||
Charge-offs | — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||||
Recoveries | — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||||
Ending balance March 31, 2026 | $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | | |
18
5.Loans Receivable (continued)
The aging of loans receivable by class of receivable is as follows (in thousands):
March 31, 2026 | ||||||||||||
30 – 89 | Non-Accrual | |||||||||||
2026 | Current | days | 90+ days | Total | ||||||||
One to four residential and home improvement | | $ | | | $ | | | $ | | | $ | |
Purchased and Participations |
| |
| |
| |
| | ||||
HELOCs |
| |
| — |
| — |
| | ||||
Commercial & Industrial |
| | — |
| — |
| | |||||
Commercial real estate |
| |
| — |
| — |
| | ||||
Commercial construction |
| |
| — |
| — |
| | ||||
Commercial LOC |
| |
| — |
| — |
| | ||||
$ | | $ | | $ | | $ | | |||||
December 31, 2025 | ||||||||||||
30 – 89 | Non-Accrual | |||||||||||
2025 | | Current | | days | | 90+ days | | Total | ||||
One to four residential and home improvement | $ | | $ | | $ | | $ | | ||||
Purchased and Participations |
| |
| — |
| |
| | ||||
HELOCs |
| |
| |
| |
| | ||||
Commercial & Industrial |
| |
| — |
| — |
| | ||||
Commercial real estate |
| |
| — |
| — |
| | ||||
Commercial construction |
| |
| — |
| — |
| | ||||
Commercial LOC | | — | — | | ||||||||
$ | | $ | | $ | | $ | | |||||
There were
When, for economic or legal reasons related to the borrower’s financial difficulties, the Bank grants a concession to the borrower that the Bank would not otherwise consider, the modified loan is classified as a troubled loan modification (TLM). Troubled loan modifications may consist of forgiveness of interest and/or principal, a reduction of the interest rate, interest-only payments for a period of time, and/or extending amortization terms. There were
The Bank considers a troubled loan modification in default if it becomes past due more than 30 days. No troubled loan modifications defaulted within 12 months of their modification date during the three months ended March 31, 2026 or 2025.
There were no significant changes in the extent to which collateral secured our collateral dependent loans as of March 31, 2026 and December 31, 2025. At both March 31, 2026 and December 31, 2025 we had approximately $
The Bank has
19
5.Loans Receivable (continued)
Business commercial loans are generally evaluated using the following internally prepared ratings:
“Pass” ratings are assigned to loans with adequate collateral and debt service ability such that collectability of the contractual loan payments is highly probable.
“Watch / special mention” ratings are assigned to loans where management has some concern that the collateral or debt service ability may not be adequate, though the collectability of the contractual loan payments is still probable.
“Substandard” ratings are assigned to loans that do not have adequate collateral and/or debt service ability such that collectability of the contractual loan payments is no longer probable.
“Doubtful” ratings are assigned to loans that do not have adequate collateral and/or debt service ability, and collectability of the contractual loan payments is unlikely.
Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be Pass rated loans. As of March 31, 2026 and December 31, 2025, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows (in thousands):
March 31, 2026 | | 2026 | | 2025 | | 2024 | | 2023 | | 2022 | | Prior | | Revolvers | | Total | ||||||||
Pass | ||||||||||||||||||||||||
One to four residential | $ | | $ | | $ | | $ | | $ | | $ | | $ | — | $ | | ||||||||
Purchased and Participations |
| — | — | — |
| — |
| — |
| |
| — |
| | ||||||||||
Home improvement, first mortgage |
| — | | — |
| |
| |
| |
| — |
| | ||||||||||
Home equity line of credit |
| — | — | — |
| — |
| — |
| — |
| |
| | ||||||||||
Commercial construction |
| — | — | — |
| — |
| — |
| — |
| |
| | ||||||||||
Commercial and industrial |
| | | |
| |
| — |
| — |
| — |
| | ||||||||||
Commercial real estate |
| | | |
| |
| — |
| — |
| — |
| | ||||||||||
Commercial line of credit | | | | — | — | — | — | | ||||||||||||||||
Total pass | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||
Special Mention | ||||||||||||||||||||||||
One to four residential |
| — | — | — | — |
| — |
| |
| — |
| | |||||||||||
Purchased and Participations |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||
Home improvement, first mortgage |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||
Home equity line of credit |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||
Commercial construction | — | — | — | — | — | — | — | — | ||||||||||||||||
Commercial and industrial | — | — | | — | — | — | — | | ||||||||||||||||
Commercial real estate | — | — | | — | — | — | — | | ||||||||||||||||
Commercial line of credit | — | — | — | — | — | — | — | — | ||||||||||||||||
Total special mention | $ | — | $ | — | $ | | $ | — | $ | — | $ | | $ | — | $ | | ||||||||
Substandard | ||||||||||||||||||||||||
One to four residential | — | — | — | — | — | | — | | ||||||||||||||||
Purchased and Participations | — | — | — | — | — | — | — | — | ||||||||||||||||
Home improvement, first mortgage | — | — | — | — | — | — | — | — | ||||||||||||||||
Home equity line of credit | — | — | — | — | — | — | — | — | ||||||||||||||||
Commercial construction | — | — | — | — | — | — | — | — | ||||||||||||||||
Commercial and industrial | — | — | — | — | — | — | — | — | ||||||||||||||||
Commercial real estate | — | — | — | — | — | — | — | — | ||||||||||||||||
Commercial line of credit | — | — | — | — | — | — | — | — | ||||||||||||||||
Total substandard | $ | — | $ | — | $ | — | $ | — | $ | — | $ | | $ | — | $ | | ||||||||
Total | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||
Current year to date period gross write-offs | ||||||||||||||||||||||||
One to four residential | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||
Purchased and Participations | — | — | — | — | — | — | — | — | ||||||||||||||||
Home improvement, first mortgage | — | — | — | — | — | — | — | — | ||||||||||||||||
Home equity line of credit | — | — | — | — | — | — | — | — | ||||||||||||||||
Commercial construction | — | — | — | — | — | — | — | — | ||||||||||||||||
Commercial and industrial | — | — | — | — | — | — | — | — | ||||||||||||||||
Commercial real estate | — | — | — | — | — | — | — | — | ||||||||||||||||
Commercial line of credit | — | — | — | — | — | — | — | — | ||||||||||||||||
Total | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||
20
5.Loans Receivable (continued)
December 31, 2025 | | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | Prior | | Revolvers | | Total | ||||||||
Pass | ||||||||||||||||||||||||
One to four residential | $ | | $ | | $ | | $ | | $ | | $ | | $ | — | $ | | ||||||||
Purchased and Participations |
| — |
| — |
| — |
| — |
| — |
| |
| — |
| | ||||||||
Home improvement, first mortgage |
| |
| — |
| |
| |
| — |
| |
| — |
| | ||||||||
Home equity line of credit |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| | ||||||||
Commercial construction |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| | ||||||||
Commercial and industrial |
| |
| |
| |
| — |
| — |
| — |
| — |
| | ||||||||
Commercial real estate | | | | — | — | — | — | | ||||||||||||||||
Commercial line of credit |
| |
| |
| |
| — |
| — |
| — |
| — |
| | ||||||||
Total pass | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||
Special Mention |
| |
| |
| |
| |
| |
| |
| |
| | ||||||||
One to four residential |
| — |
| — |
| — |
| — |
| |
| |
| — |
| | ||||||||
Purchased and Participations |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||
Home improvement, first mortgage |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||
Home equity line of credit |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||
Commercial construction |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||
Commercial and industrial |
| — |
| |
| — |
| — |
| — |
| — |
| — |
| | ||||||||
Commercial real estate |
| — |
| |
| — |
| — |
| — |
| — |
| — |
| | ||||||||
Commercial line of credit |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||
Total special mention | $ | — | $ | | $ | — | $ | — | $ | | $ | | $ | — | $ | | ||||||||
Substandard |
| |
| |
| |
| |
| |
| |
| |
| | ||||||||
One to four residential |
| — |
| — |
| — |
| — |
| — |
| |
| — |
| | ||||||||
Purchased and Participations |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||
Home improvement, first mortgage |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||
Home equity line of credit |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||
Commercial construction |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||
Commercial and industrial |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||
Commercial real estate |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||
Commercial line of credit |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||
Total substandard | $ | — | $ | — | $ | — | $ | — | $ | — | $ | | $ | — | $ | | ||||||||
Total | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||
Current year to date period gross write-offs |
| |
| |
| |
| |
| |
| |
| |
| | ||||||||
One to four residential | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||
Purchased and Participations |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||
Home improvement, first mortgage |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||
Home equity line of credit |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||
Commercial construction |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||
Commercial and industrial |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||
Commercial real estate |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||
Commercial line of credit | — | — | — | — | — | — | — | — | ||||||||||||||||
Total current period gross write-offs | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||
21
6.Premises and Equipment
Premises and equipment consist of the following (in thousands):
| March 31, | | December 31, | |||
2026 | 2025 | |||||
Land | $ | | $ | | ||
Buildings and improvements |
| |
| | ||
Furniture, fixtures, and equipment |
| |
| | ||
Total |
| |
| | ||
Less accumulated depreciation |
| |
| | ||
Construction in progress |
| |
| | ||
$ | | $ | | |||
The Bank leases a building for one of its branches. The Bank does not have any future lease commitments for that facility, and is operating on a month-to-month basis. Rent expense was $
| Remaining Future | ||
Lease Payments | |||
2026 | $ | | |
2027 |
| | |
2028 |
| | |
$ | | ||
7.Related Party Transactions
The Bank engages in transactions with its directors and executive officers, including companies in which they have beneficial interest, in the normal course of business. It is the policy of the Bank that loan transactions with directors and executive officers be made on substantially the same terms as those prevailing at the time for comparable loans to other persons. The following is a summary of activity of related party loans (in thousands) for the periods presented:
| March 31, | | December 31, | |||
2026 | 2025 | |||||
Beginning balance at beginning of period | $ | | $ | | ||
Repayments |
| |
| | ||
Ending balance | $ | | $ | | ||
The aggregate amount of deposits from directors and executive officers and their affiliates amounted to approximately $
22
8.Deposits
Deposit accounts consist of the following (in thousands):
| March 31, | | December 31, | |||
2026 | 2025 | |||||
Demand accounts | ||||||
Passbook accounts | $ | | $ | | ||
NOW accounts |
| |
| | ||
Daily money market accounts |
| |
| | ||
Total demand deposits |
| |
| | ||
Certificates of deposit |
| |
| | ||
Total of all deposit accounts | $ | | $ | | ||
Time deposits that meet or exceed the FDIC insurance limit of $250,000 totaled $
9.Fair Value Measurements and Disclosures
We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. From time to time, we may be required to record at fair value other assets on a nonrecurring basis, such as individually evaluated loans and other real estate owned. These nonrecurring fair value adjustments typically involve application of the lower of cost or market accounting or write-downs of individual assets. Additionally, we are required to disclose, but not record, the fair value of other financial instruments.
Fair Value Hierarchy
We group assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:
Level 1 — Valuation is based upon quoted prices for identical instruments traded in active markets.
Level 2 — Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
Level 3 — Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.
Following is a description of valuation methodologies used for assets and liabilities recorded at fair value.
Cash and Cash Equivalents
The carrying value of cash and cash equivalents is a reasonable estimate of fair value.
Certificates of Deposit
The carrying value of certificates of deposit is a reasonable estimate of fair value given the short term nature of instruments.
23
9.Fair Value Measurements and Disclosures (continued)
Investment Securities
Available-for-sale securities are recorded at market value and held-to-maturity securities are carried at amortized cost. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, and U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter market funds. Level 2 securities include mortgage-backed securities issued by government sponsored enterprises and state, county and municipal bonds. Securities classified as Level 3 include asset-backed securities in less liquid markets (table in thousands).
| Assets Measured at Fair Value on a Recurring Basis | |||||||||||
At March 31, 2026 | ||||||||||||
| Quoted Prices | | Significant | | | |||||||
in Active | Other | Significant | ||||||||||
Markets for | Observable | Unobservable | Balance | |||||||||
Identical Assets | Inputs | Inputs | at March 31, | |||||||||
(Level 1) | (Level 2) | (Level 3) | 2026 | |||||||||
Available-for-sale debt securities: | |
| |
| |
| | |||||
Mortgage-backed | $ | — | $ | | $ | — | $ | | ||||
Agencies |
| — |
| |
| — |
| | ||||
Municipal bonds |
| — |
| |
| — |
| | ||||
Total available-for-sale debt securities | $ | — | $ | | $ | — | $ | | ||||
| Assets Measured at Fair Value on a Recurring Basis | |||||||||||
At December 31, 2025 | ||||||||||||
| Quoted Prices | | Significant | | | |||||||
in Active | Other | Significant | ||||||||||
Markets for | Observable | Unobservable | Balance | |||||||||
Identical Assets | Inputs | Inputs | at December 31, | |||||||||
(Level 1) | (Level 2) | (Level 3) | 2025 | |||||||||
Available-for-sale debt securities: |
| |
| |
| |
| | ||||
Mortgage-backed | $ | — | $ | | $ | — | $ | | ||||
Agencies |
| — |
| |
| — |
| | ||||
Municipal Bonds |
| — |
| |
| — |
| | ||||
Total available-for-sale debt securities | $ | — | $ | | $ | — | $ | | ||||
We estimate the fair value of these investments through independent pricing sources. Independent pricing sources utilize information such as similar security transactions and observable yield curves to estimate the fair value of individual securities.
Bank Owned Life Insurance
The carrying value of bank owned life insurance approximates fair value.
Other Investments
The carrying value of other investments includes FHLB Stock and Bankers Bank stock and approximates fair value.
24
9.Fair Value Measurements and Disclosures (continued)
Loans
We do not record loans at fair value on a recurring basis. However, from time to time, a loan is considered individually evaluated and a specific reserve is established within the allowance for credit losses. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are individually evaluated. Once a loan is identified as individually evaluated, management measures specific reserves in accordance with U.S. GAAP. The fair value of individually evaluated loans is estimated using one of three methods, including collateral value, market value of similar debt, and discounted cash flows. Those individually evaluated loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. In accordance with GAAP, individually evaluated loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price, we record the individually evaluated loan as nonrecurring Level 2. When an appraised value is used or an appraisal is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Bank records the individually evaluated loan as nonrecurring Level 3. For disclosure purposes, the fair value of fixed rate loans which are not considered individually evaluated is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings. For collectively evaluated variable rate loans, the carrying amount is a reasonable estimate of fair value for disclosure purposes.
Real Estate Owned
Other real estate properties are adjusted to fair value upon transfer of the loans to real estate owned. Subsequently, real estate owned assets are carried at fair value less estimated selling costs. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price, we record the other real estate as nonrecurring Level 2. When an appraised value is used or an appraisal is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, we record the other real estate asset as nonrecurring Level 3.
Deposits
The fair value of passbook savings accounts, interest-bearing checking accounts, noninterest-bearing checking accounts and market rate checking accounts is the amount payable on demand at the reporting date, while the fair value of fixed maturity certificate of deposits is estimated by discounting the future cash flows using current rates at which comparable certificates would be issued.
FHLB Advances and Other Borrowings
Federal Home Loan Bank advances are carried at cost and the fair value is obtained from the Federal Home Loan Bank of Atlanta. Federal Funds Purchased are carried at cost and because they are overnight funds, the carrying value is a reasonable estimate of fair value.
Assets Recorded at Fair Value on a Recurring Basis
Our only assets recorded at fair value on a recurring basis are available-for-sale securities that had a fair value of $
25
9.Fair Value Measurements and Disclosures (continued)
Assets Recorded at Fair Value on a Nonrecurring Basis
We may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis in accordance with GAAP. These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period. There were no assets measured at fair value on a nonrecurring basis as of March 31, 2026 and December 31, 2025.
The carrying amounts and estimated fair value (in thousands) of our financial instruments at March 31, 2026 and December 31, 2025 are as follows (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||||
2026 | 2025 | |||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||
| | Amount | | Fair Value | | Amount | | Fair Value | ||||||
Financial assets: | ||||||||||||||
Cash and cash equivalents |
| Level 1 | $ | | $ | | $ | | $ | | ||||
Certificates of deposit |
| Level 2 |
| |
| |
| |
| | ||||
Investment securities AFS |
| Level 2 |
| |
| |
| |
| | ||||
Investment securities HTM |
| Level 2 |
| |
| |
| |
| | ||||
Other Investments |
| Level 3 |
| |
| |
| |
| | ||||
Accrued interest receivable |
| Level 1 |
| |
| |
| |
| | ||||
Loans, net |
| Level 3 |
| |
| |
| |
| | ||||
Bank owned life insurance |
| Level 2 |
| |
| |
| |
| | ||||
Financial liabilities: |
| |
|
| |
|
| | ||||||
Deposits |
| Level 2 |
| |
| |
| |
| | ||||
Accrued interest payable |
| Level 1 |
| |
| |
| |
| | ||||
Limitations
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time of the entire holdings of a particular financial instrument. Because no market exists for a significant portion of our financial instruments, fair value estimates are based on many judgments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial instruments include deferred income taxes and premises and equipment. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.
26
10.Regulatory Information
The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements.
Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance sheet items, as calculated under regulatory accounting practices. The Bank’s capital amounts and classification may also be subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
The Bank qualified for and elected to opt into the optional Community Bank Leverage Ratio Framework (“CBLRF”). The CBLRF provides for a simple measure of capital adequacy for certain community banking organizations consistent with section 201 of the Economic Growth, Regulatory Relief, and Consumer Protection Act. Generally, depository institutions and depository institution holding companies that have less than $10 billion in total consolidated assets and meet other qualifying criteria, including a Tier 1 leverage ratio of greater than nine percent, are considered qualifying community banking organizations and are eligible to opt into the community bank leverage ratio framework.
Qualifying community banking organizations that elect to use the CBLRF and that maintain a leverage ratio of greater than nine percent are considered to have satisfied the risk-based and leverage capital requirements in the agencies’ generally applicable capital rule. Additionally, such insured depository institutions are considered to have met the well-capitalized ratio requirements for purposes of section 38 of the Federal Deposit Insurance Act. The CBLRF does not have a total capital requirement; therefore, an electing banking organization is not required to calculate Tier 2 capital or make any Tier 2 capital deductions under the generally applicable capital rule. The leverage ratio required for purposes of the CBLRF is calculated as Tier 1 capital divided by average total consolidated assets, consistent with how banking organizations calculate their leverage ratio under the generally applicable capital rule. The table below presents the leverage ratio and capital adequacy requirements under the CBLRF.
Management believes, as of March 31, 2026 and December 31, 2025, that the Bank meets all capital adequacy requirements to which it is subject. The most recent notification from Regulatory Authorities 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 Bank’s category (table in thousands).
Requirements |
| ||||||||||
Well | |||||||||||
Capitalized |
| ||||||||||
Under Prompt |
| ||||||||||
Corrective |
| ||||||||||
Actual | Action Provisions |
| |||||||||
| Amount | | Ratio | | Amount | | Ratio |
| |||
As of March 31, 2026 | |||||||||||
Tier 1 capital (to average assets for the leverage ratio) | $ | |
| | % | $ | |
| | % | |
As of December 31, 2025: | |||||||||||
Tier 1 capital (to average assets for the leverage ratio) | $ | |
| | % | $ | |
| | % | |
27
11.ESOP
In conjunction with the Conversion, the Bank established an Employee Stock Ownership Plan (“ESOP”) for the exclusive benefit of eligible employees. The Bank makes annual contributions to the ESOP in amounts as defined by the plan document. These contributions are used to pay debt service. Certain ESOP shares are pledged as collateral for debt. As the debt is repaid, shares are released from collateral and allocated to active participants, based on the proportion of debt service paid in the year. Shares allocated to participants are vested by 100% after of service, and credit is given for years of service with Hoyne Savings Bank prior to the adoption of the ESOP. Participants will also become fully vested in the case of death, disability or retirement.
In connection with the Company’s initial public stock offering, the ESOP borrowed $
A partial annual contribution to the ESOP was made during the year ended December 31, 2025, as loan payments are made annually on December 31st of each year. Compensation expense is recognized over the service period based on the average fair value of the shares and totaled approximately $
12.Earnings Per Share (EPS)
Basic EPS represents income available to common stockholders divided by the weighted-average number of shares of common stock outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue shares of common stock (such as stock options) were exercised or converted into additional shares of common stock that should then share in the earnings of the entity. Diluted EPS is computed by dividing net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, plus the effect of potential dilutive common stock equivalents.
There were no securities or other contracts that had a dilutive effect during the three months ended March 31, 2026 or the year ended December 31, 2025, and therefore the weighted-average shares of common stock outstanding used to calculate both basic and diluted EPS are the same. Shares held by the ESOP, that have not been allocated to employees in accordance with the terms of the ESOP, referred to as “unallocated ESOP shares”, are not deemed outstanding for purposes of the EPS calculation. EPS data is not applicable for the three months ended March 31, 2025 as the Company had no shares of its common stock outstanding at such date.
Three Months Ended | |||
| March 31, 2026 | ||
Net income applicable to shares of common stock | $ | ( | |
Average number of shares of common stock outstanding |
| | |
Less: Average unallocated ESOP shares |
| ( | |
Weighted average shares of common stock outstanding for basic EPS | | ||
Earnings per common share, basic and diluted | $ | ( | |
28
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This discussion and analysis is intended to assist in the understanding of our financial performance through a discussion of our financial condition as of March 31, 2026 (unaudited) and as compared to our financial condition as of December 31, 2025 (audited) and our results of operations for the three month periods ended March 31, 2026 and 2025 (unaudited). This section should be read in conjunction with the unaudited consolidated financial statements and notes thereto appearing in Part 1 Item 1 of this Quarterly Report on Form 10-Q.
Forward Looking Statements
This report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” 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; and |
| ● | statements regarding the quality of our loan and investment portfolios. |
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.
| ● | estimates of our risks and future costs and benefits; |
| ● | general economic conditions, either nationally or in our market areas, that are different than expected; |
| ● | changes in the level and direction of loan delinquencies and charge-offs and changes in estimates of the adequacy of the allowance for credit losses; |
| ● | our ability to access cost-effective funding; |
| ● | major catastrophes such as tornadoes, floods or other natural disasters, the related disruption to local, regional and global economic activity and financial markets, and the impact that any of the foregoing may have on us and our customers and other constituencies; |
| ● | further data processing and other technological changes that may be more difficult or expensive than expected; |
| ● | success or consummation of new business initiatives may be more difficult or expensive than expected; |
| ● | the inability of third-party service providers to perform; |
| ● | 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 continue to implement our business strategies; |
| ● | competition among depository and other financial institutions; |
29
| ● | inflation and changes in the interest rate environment that reduce our margins and yields, reduce the fair value of financial instruments or reduce the origination levels in our lending business, or increase the level of defaults, losses and prepayments on loans; |
| ● | adverse changes in the securities markets; |
| ● | changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements; |
| ● | our ability to manage market risk, credit risk and operational risk in the current economic conditions; |
| ● | our ability to enter new markets successfully and capitalize on growth opportunities; |
| ● | our ability to successfully integrate any assets, liabilities, customers, systems and management personnel we may acquire into our operations 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 Boards, the Securities and Exchange Commission or the Public Company Accounting Oversight Board; |
| ● | geopolitical tensions that could affect economic activity or specific industry sectors; |
| ● | our ability to hire and retain key employees; and |
| ● | our compensation expense associated with equity allocated or awarded to our employees |
Overview
Hoyne Bancorp, Inc. (the “Company”, and together with Hoyne Savings Bank, “we” or “us”) is a Delaware corporation which was incorporated in June 2025.
On December 3, 2025, Hoyne Bancorp, Inc. became the holding company for Hoyne Savings Bank (the “Bank”) when Hoyne Savings MHC completed its conversion into the stock holding company form of organization. In connection with the conversion, the Company sold 7,935,000 shares of common stock at a price of $10.00 per share, for gross proceeds of $79.4 million. The Company also contributed 161,938 shares of common stock and $250,000 in cash to Hoyne Charitable Foundation, Inc. Shares of the Company’s common stock began trading on December 4, 2025, on the Nasdaq Capital Market under the trading symbol “HYNE”.
Hoyne Savings Bank is an Illinois-chartered savings bank which was originally organized in 1887 as Hoyne Building and Loan Homestead Association and is headquartered in Chicago, Illinois. We originate commercial real estate (including commercial construction), commercial and industrial, and one to four residential mortgage loans and, to a lesser extent, home equity loans. We currently operate six full- service banking offices and one loan production office in Cook County, Illinois.
Our primary sources of funds consist of attracting deposits from the general public and using those funds and other sources to originate loans to our customers and invest in securities. As of March 31, 2026, we had total assets of $477.2 million, including $288.6 million in net loans and $103.7 million of investment securities available-for-sale, and investment securities held-to-maturity of $27.2 million, total deposits of $312.0 million and total stockholders’ equity of $161.1 million. For the three months ended March 31, 2026, we had a net loss of $118,000 compared to a net loss of $166,000 for the three months ended March 31, 2025.
30
Our results of operations depend, to a large extent, on net interest income, which is the difference between the income earned on our loan and investment portfolios and interest expense on deposits and borrowings. Our net interest income is largely determined by our net interest spread, which is the difference between the average yield earned on interest-earning assets and the average rate paid on interest-bearing liabilities, and the relative amounts of interest-earning assets and interest-bearing liabilities. Results of operations are also affected by our provisions for loan losses, fee income and other noninterest income and noninterest expense. Noninterest expense principally consists of compensation, office occupancy and equipment expense, data processing, advertising and business promotion and other expenses. We expect that our noninterest expenses will increase as we continue to grow and expand our operations. In addition, our compensation expense will increase due to the new stock benefit plans we intend to implement in the next 12 to 18 months. Our results of operations and financial condition are also significantly affected by general economic and competitive conditions, particularly changes in interest rates, changes in accounting guidance, government policies and actions of regulatory authorities.
Critical Accounting Policies
The discussion and analysis of the financial condition and results of operations are based on our consolidated financial statements, which are prepared to conform with generally accepted in the United States of America (“U.S. GAAP”) and to general practices within the banking industry. The preparation of the financial statements require certain estimates, judgments, and assumptions, which are believed to be reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the periods presented. The Jumpstart Our Business Startups Act of 2012 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 opted 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 accounting policies comprise those that management believes are the most critical to aid in fully understanding and evaluating our reported financial results. These policies require numerous estimates or economic assumptions that may prove inaccurate or may be subject to variations which may significantly affect our reported results and financial condition for the period or in future periods.
Allowance for Credit Losses. The allowance for credit losses is the estimated amount considered necessary to cover expected, but unconfirmed credit losses in the loan portfolio at the balance sheet date. The allowance is established through the provision for credit losses which is charged against income. In determining the allowance for credit losses, we make significant estimates and have identified this policy as one of our most critical accounting policies.
We perform a quarterly evaluation of the allowance for credit losses. Our determination of the adequacy of the allowance for credit losses is based on the assessment of the expected credit losses on loans over the expected life of the loans. Consideration is given to a variety of factors in establishing this estimate including, but not limited to, current economic conditions, delinquency statistics, geographic and industry concentrations, the adequacy of the underlying collateral, the financial strength of the borrower, results of internal loan reviews and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change.
In accordance with the provisions of the accounting standards under CECL, we estimate the allowance for credit losses balance using relevant available information from both internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. Historical credit loss experience of a defined peer group, by affiliate, paired with economic forecasts, provide the basis for the quantitatively modeled estimates of expected credit losses. We adjust our quantitative model, as necessary, to reflect conditions not already considered by the quantitative model. These adjustments are commonly known as the qualitative factors.
The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. We use the average historical loss method to measure the quantitative portion of the allowance for credit losses over the forecast and reversion periods.
31
Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not also included in the collective evaluation. When we determine that foreclosure is probable, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.
Comparison of Financial Condition as of March 31, 2026 and December 31, 2025
Total Assets. Total assets decreased $12.2 million or 2.5% to $477.2 million as of March 31, 2026 compared to $489.4 million as of December 31, 2025. The decrease resulted primarily from decreases in cash and cash equivalents of $34.1 million, investment securities available-for-sale of $3.0 million, and investment securities held to maturity of $1.2 million. These decreases were offset by increases in loans receivable, net of $20.7 million, and Bank Owned Life Insurance of $5.2 million.
Cash and Cash Equivalents. Cash and cash equivalents decreased $34.1 million, or 71.7%, to $13.5 million as of March 31, 2026 compared to $47.6 million as of December 31, 2025. The decrease was primarily the result of funding loan originations and purchasing additional BOLI.
Investment Securities Available-for-Sale. Investment securities available-for-sale decreased $3.0 million, or 2.8%, to $103.7 million as of March 31, 2026 from $106.7 million as of December 31, 2025 as a result of maturities and paydowns. The liquidity from the decrease was used to fund the increase in our loan portfolio.
Investment Securities Held-to-Maturity. Investment securities held-to-maturity decreased $1.2 million, or 4.2%, to $27.2 million as of March 31, 2026 from $28.4 million as of December 31, 2025 as a result of maturities and paydowns. The liquidity from the decrease was used to fund the increase in our loan portfolio.
Loans Receivable, Net. Loans receivable, net increased $20.7 million, or 7.7%, to $288.6 million as of March 31, 2026 from $267.9 million as of December 31, 2025. The increase reflects the continued emphasis on growing the commercial loan portfolio.
Allowance for Credit Losses. As of March 31, 2026, the allowance for credit losses on loans (“ACL”) increased $135,000 or 5.0%, to $2.8 million as of March 31, 2026 from $2.7 million as of December 31, 2025, due to an increase in the provision as a result of the growth in the loan portfolio.
Bank Owned Life Insurance. Bank Owned Life Insurance increased $5.2 million, or 34.7%, to $20.1 million as of March, 31, 2026 from $14.9 million as of December 31, 2025, due primarily to the purchase of additional policies.
Premises and Equipment, Net. Premises and equipment, net decreased $111,000, or 1.5%, to $7.3 million as of March, 31, 2026 from $7.4 million as of December 31, 2025, due primarily to depreciation.
Deposits. Deposits decreased $9.6 million, or 3.0%, to $312.0 million as of March 31, 2026 from $321.6 million as of December 31, 2025 due to the maturity of certificates of deposit that did not renew due to the interest rate environment.
Total Stockholders’ Equity. Total stockholders’ equity for the first three months of 2026 decreased $283,000, or 0.2%, to $161.1 million from $161.4 million as of December 31, 2025. The decrease was due primarily to an increase in accumulated other comprehensive loss of $257,000 during the first three months of 2026 due to the rate environment for available-for-sale assets.
Average Balances, Net Interest Income, and Yields Earned and Rates Paid. The following table shows for the periods indicated the total dollar amount of interest earned from average interest-earning assets and the resulting yields,
32
as well as the interest expense paid on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin. All average balances are based on daily balances.
For the Three months ended March 31, |
| ||||||||||||||||
2026 | 2025 |
| |||||||||||||||
Average | Average | Average | Average |
| |||||||||||||
Outstanding | Yield/ | Outstanding | Yield/ |
| |||||||||||||
Balance | Interest | Rate | Balance | Interest | Rate |
| |||||||||||
(Dollars in thousands) |
| ||||||||||||||||
Interest-earning assets: | | ||||||||||||||||
Loans, net | | $ | 278,975 | | $ | 4,235 | | 6.07 | % | $ | 242,987 | | $ | 3,621 | | 5.96 | % |
Certificates of deposit with other financial institutions |
| 870 |
| 5 |
| 2.30 | % |
| 1,190 |
| 7 |
| 2.35 | % | |||
Interest-bearing cash and cash equivalents |
| 32,557 |
| 304 |
| 3.73 | % |
| 27,046 |
| 203 |
| 3.00 | % | |||
Investment securities available-for-sale |
| 105,296 |
| 549 |
| 2.09 | % |
| 116,257 |
| 644 |
| 2.22 | % | |||
Investment securities held-to-maturity |
| 27,573 |
| 144 |
| 2.09 | % |
| 33,046 |
| 183 |
| 2.22 | % | |||
FHLB of Chicago stock |
| 1,166 |
| 14 |
| 4.80 | % |
| 1,166 |
| 15 |
| 5.15 | % | |||
Bankers’ Bank Stock |
| 992 |
| 4 | 1.61 | % |
| 992 |
| 4 | 1.61 | % | |||||
Total interest-earning assets |
| 447,429 |
| 5,255 |
| 4.69 | % |
| 422,684 |
| 4,677 |
| 4.43 | % | |||
Noninterest-earning assets |
| 38,927 |
| |
| 38,672 |
| |
| | |||||||
Total assets | $ | 486,356 |
| | $ | 461,356 |
| |
| | |||||||
Interest-bearing liabilities: |
| |
| |
| |
| |
| |
| | |||||
Savings accounts |
| 89,458 |
| 54 |
| 0.24 | % |
| 101,340 |
| 73 |
| 0.29 | % | |||
Checking accounts |
| 56,418 |
| 1 |
| 0.01 | % |
| 48,297 |
| 2 |
| 0.02 | % | |||
Money market accounts |
| 16,412 |
| 70 |
| 1.71 | % |
| 17,232 |
| 55 |
| 1.28 | % | |||
Certificates of deposit(1) |
| 156,555 |
| 926 |
| 2.37 | % |
| 199,947 |
| 1,535 |
| 3.07 | % | |||
Total interest-bearing deposits | $ | 318,843 | $ | 1,051 |
| 1.32 | % | $ | 366,816 | $ | 1,665 |
| 1.82 | % | |||
Total interest-bearing liabilities |
| 318,843 |
| 1,051 |
| 1.32 | % |
| 366,816 |
| 1,665 |
| 1.82 | % | |||
Noninterest-bearing liabilities |
| 6,235 |
| |
| 7,204 |
| |
| | |||||||
Total liabilities | $ | 325,078 |
| | $ | 374,020 |
| |
| | |||||||
Stockholders' Equity |
| 161,278 |
| |
| 87,336 |
| |
| | |||||||
Total liabilities and stockholders' equity | $ | 486,356 |
| | $ | 461,356 |
| |
| | |||||||
Net interest income |
| 4,204 |
| |
| |
| 3,012 |
| | |||||||
Interest rate spread(2) | | 3.37 | % |
| |
| |
| 2.61 | % | |||||||
Net interest-earning assets(3) | $ | 128,586 |
| | $ | 55,868 |
| |
| | |||||||
Net interest margin(4) |
| 3.76 | % |
| |
| |
| 2.85 | % | |||||||
Average interest-earning assets to average-interest bearing liabilities |
| 140.33 | % |
| |
| 115.23 | % |
| |
| | |||||
| (1) | Certificate of Deposit Account Registry Service (“CDARS”) added to certificates of deposit. |
| (2) | Equals the difference between the yield on average interest-earning-assets and the cost of average interest-bearing liabilities. |
| (3) | Equals total interest-earning assets less total interest-bearing liabilities. |
| (4) | Equals net interest income divided by total interest-earning assets. |
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Rate/Volume Analysis. The following table shows the extent to which changes in interest rates and changes in volume of interest-earning assets and interest-bearing liabilities affected our interest income and expense during the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (1) changes in rate, which is the change in rate multiplied by prior year volume, and (2) changes in volume, which is the change in volume multiplied by prior year rate. The combined effect of changes in both rate and volume has been allocated proportionately to the change due to rate and the change due to volume.
Three Months Ended | |||||||||
March 31, 2026 vs. 2025 | |||||||||
Increase | Total | ||||||||
(Decrease) | Increase | ||||||||
Due to | (Decrease) | ||||||||
| Volume | | Rate | | |||||
(Dollars in thousands) | |||||||||
Interest-earning assets: | |||||||||
Loans | $ | 547 | $ | 67 | $ | 614 | |||
Certificates of deposit with other financial institutions |
| (2) |
| — |
| (2) | |||
Interest-bearing cash and cash equivalents |
| 46 |
| 55 |
| 101 | |||
Investment securities available-for-sale |
| (59) |
| (36) |
| (95) | |||
Investment securities held-to-maturity |
| (29) |
| (10) |
| (39) | |||
FHLB of Chicago stock and Bankers’ Bank stock |
| — |
| (1) |
| (1) | |||
Total interest-earning assets | $ | 503 | $ | 75 | $ | 578 | |||
Interest-bearing liabilities: |
| |
| |
| | |||
Savings accounts |
| (8) |
| (11) |
| (19) | |||
Checking accounts |
| 1 |
| (2) |
| (1) | |||
Money market accounts |
| (2) |
| 17 |
| 15 | |||
Certificates of deposit |
| (297) |
| (312) |
| (609) | |||
Total interest-bearing liabilities | $ | (306) | $ | (308) | $ | (614) | |||
Change in net interest income | $ | 809 | $ | 383 | $ | 1,192 | |||
Comparison of Operating Results for Three Months Ended March 31, 2026 and March 31, 2025
General. For the three months ended March 31, 2026 compared to the same period in 2025, net loss decreased $48,000, or 28.7%, to a net loss of $118,000 for the three months ended March 31, 2026 compared to a net loss of $166,000 for the same period in 2025. The primary reasons for the decrease in net loss was an increase of $578,000 in total interest income and a decrease in interest expense on deposits of $614,000, offset by a decrease of $20,000 in noninterest income and an increase of $1.1 million in noninterest expense.
Interest Income. Interest income increased $578,000, or 12.3%, to $5.3 million for the three months ended March 31, 2026 compared to $4.7 million for the same period in 2025. The increase in interest income was due to a $614,000 increase in interest income on loans receivable as a result of the growth in the commercial loan portfolio. The increase was partially offset by a $134,000 decrease in interest income on investment securities due to a decrease in account balances as a result of maturities and paydowns. Other interest income increased by $98,000. The excess liquidity generated from the decrease in investment securities and cash account balances was used to fund the growth in the commercial loan portfolio.
Interest Expense on Deposits. Interest expense on deposits decreased $614,000, or 36.2%, to $1.1 million for the three months ended March 31, 2026 compared to $1.7 million for the three months ended March 31, 2025. The decrease was primarily caused by the decrease in deposits as interest rates remained relatively unchanged.
Provision for Credit Losses. The provision for credit losses was flat at $135,000 for both the three months ended March 31, 2026 and 2025.
Noninterest Expense. Noninterest expense increased $1.1 million, or 32.3%, to $4.5 million for the three months ended March 31, 2026 compared to $3.4 million for the three months ended March 31, 2025. The increase was primarily
34
caused by the increase in compensation expense due to the payment of additional bonuses and compensation adjustments during the quarter.
Tax Expense (benefit). Tax expense (benefit) decreased $21,000, or 27.3%, to $56,000 for the three months ended March 31, 2026, from $77,000 for the same period in 2025. The major factor in the decrease was the lower net loss between the periods.
Liquidity and Capital Resources
We maintain levels of liquid assets deemed adequate by management. We adjust our liquidity levels to fund deposit outflows, repay our borrowings, and to fund loan commitments. We also adjust liquidity, as appropriate, to meet asset and liability management objectives.
Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and securities, and proceeds from maturities of securities. We also have the ability to borrow from the FHLB of Chicago. As of March 31, 2026, we had no outstanding advances from the FHLB of Chicago, and had the capacity to borrow approximately $65.7 million from the FHLB of Chicago.
While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and short-term investments. The levels of these assets 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 provided by (used in) operating activities, investing activities, and financing activities. Net cash provided by (used in) operating activities was ($821,000) and $905,000 for the three months ended March 31, 2026 and 2025, respectively. Net cash provided by (used in) investing activities, which consists primarily of change in loans receivable, was ($22.1 million) and $2.3 million for the three months ended March 31, 2026 and 2025, respectively. Net cash provided by (used in) financing activities, which primarily consists of change in deposits, was ($11.2 million) and $12.6 million for the three months ended March 31, 2026 and 2025, 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 short-term and long-term funding commitments.
Based on our deposit retention experience and current pricing strategy, we anticipate that a significant portion of certificates of deposit will be retained. In addition, we participate in the IntraFi network, which includes CDARS as an alternate source of funding with agreed upon interest rates.
As of March 31, 2026, Hoyne Savings Bank was considered well capitalized under the regulatory framework for prompt corrective action. During the year ended December 31, 2023, Hoyne Savings Bank elected to begin using the Community Bank Leverage Ratio Framework (the “CBLRF”). Under CBLRF, if a qualifying depository institution or depository institution holding company elects to use such measure, such institution or holding company will be considered well capitalized if its ratio of Tier 1 capital to average total consolidated assets (i.e., leverage ratio) exceeds 9.0% subject to a limited two-quarter grace period, during which the leverage ratio cannot go 100 basis points below the then- applicable threshold, and will not be required to calculate and report risk-based capital ratios. Hoyne Savings Bank’s Tier 1 capital to average assets for the leverage ratio was 27.8% and 24.8% as of March 31, 2026 and December 31, 2025, respectively. Additionally, as of March 31, 2026, we exceeded all of our regulatory capital requirements with a Tier 1 leverage capital level by $90.0 million, or 18.8%.
Off-Balance Sheet Arrangements. As of March 31, 2026, we had $57.5 million of outstanding commitments to originate loans. We had unfunded construction loans as of March 31, 2026 of $14.0 million. Certificates of deposit that are scheduled to mature in less than one year from March 31, 2026, totaled $147.4 million. Management expects that a
35
substantial portion of the maturing certificates of deposit will be renewed. However, if a substantial portion of these deposits is not retained, we may utilize FHLB of Chicago advances or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense.
Commitments. The following table summarizes our outstanding commitments to originate loans and to advance additional amounts pursuant to outstanding letters of credit, lines of credit and undisbursed construction loans as of March 31, 2026.
Total | |||||||||||||||
Amounts | Amount of Commitment Expiration – Per Period | ||||||||||||||
| Committed at | | | One to | | Three to | | ||||||||
March 31, | To One | Three | Five | After Five | |||||||||||
| 2026 | | Year | | Years | | Years | | Years | ||||||
(Dollars in thousands) | |||||||||||||||
Unused lines of credit | $ | 11,873 | $ | 1,542 | $ | 1,681 | $ | 5,969 | $ | 2,681 | |||||
Commitments to originate loans |
| 57,463 |
| 57,463 |
| — |
| — |
| — | |||||
Unfunded construction loans |
| 13,950 |
| 5,573 |
| 6,816 |
| 591 |
| 970 | |||||
Total commitments | $ | 83,286 | $ | 64,578 | $ | 8,497 | $ | 6,560 | $ | 3,651 | |||||
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Contractual Cash Obligations. The following table summarizes our contractual cash obligations as of March 31, 2026.
Payments Due by Period | |||||||||||||||
| Total at | | One to | | Three to | |
| ||||||||
March 31, | To One | Three | Five | After Five | |||||||||||
| 2026 | | Year | | Years | | Years | | Years | ||||||
(Dollars in thousands) | |||||||||||||||
Certificates of deposit | $ | 155,080 |
| $ | 147,369 | $ | 7,066 | $ | 645 | $ | — | ||||
Total contractual obligations | $ | 155,080 |
| $ | 147,369 | $ | 7,066 | $ | 645 | $ | — | ||||
Impact of Inflation and Changing Prices
The consolidated financial statements and related financial data presented herein have been prepared in accordance with U.S. GAAP, which generally require the measurement of financial position and operating results in terms of historical dollars, without considering changes in relative purchasing power over time due to inflation. Unlike most industrial companies, virtually all of our assets and liabilities are monetary in nature. As a result, interest rates generally have a more significant impact on our performance than does the effect of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the prices of goods and services, since such prices are affected by inflation to a larger extent than interest rates.
Exposure to Changes in Interest Rates
Our ability to maintain net interest income depends upon our ability to earn a higher yield on interest- earning assets than the rates we pay on deposits and borrowings. Our interest-earning assets consist primarily of securities available-for-sale and primarily one to four family, residential, commercial real estate (including commercial construction) and commercial and industrial loans, which have fixed and variable rates of interest. Consequently, our ability to maintain a positive spread between the interest earned on assets and the interest paid on deposits and borrowings can be adversely affected when market rates of interest rise.
Net Portfolio Value Analysis. Our interest rate sensitivity is monitored by management through the use of models which generate estimates of the change in its net portfolio value analysis (“NPV”) over a range of interest rate scenarios. NPV represents the market value of portfolio equity, which is different from book value, and is equal to the market value of assets minus the market value of liabilities (that is, the difference between incoming and outgoing discounted cash flows of assets and liabilities) with adjustments made for off-balance sheet items. The NPV ratio, under any interest rate scenario, is defined as the NPV in that scenario divided by the market value of assets in the same scenario. Management reviews the quarterly reports from third-party industry sources, which show the impact of changing interest rates on net portfolio value. The following table sets forth our NPV as of March 31, 2026 and reflects the changes to NPV as a result of immediate and sustained changes in interest rates as indicated.
| | | | | NPV as % of |
| |||||||
Portfolio Value of |
| ||||||||||||
Net Portfolio Value | Assets |
| |||||||||||
Change in Interest Rates in Basis Points (Rate Shock) | | Amount | | $ Change | | % Change | | NPV Ratio | | Change |
| ||
(Dollars in thousands) |
| ||||||||||||
300bp | $ | 130,410 | $ | (19,758) |
| (13.2) | % | 27.5 | % | (4.2) | % | ||
200 |
| 137,100 |
| (13,068) |
| (8.7) | % | 29.0 | % | (2.7) | % | ||
100 |
| 143,725 |
| (6,443) |
| (4.3) | % | 30.3 | % | (1.4) | % | ||
Static |
| 150,168 |
|
| | |
| |
| | |||
(100) |
| 157,025 |
| 6,857 |
| 4.6 | % | 33.1 | % | 1.4 | % | ||
(200) |
| 161,771 |
| 11,603 |
| 7.7 | % | 34.2 | % | 2.5 | % | ||
(300) |
| 164,867 |
| 14,699 |
| 9.8 | % | 34.8 | % | 3.1 | % | ||
37
Net Interest Income Analysis. In addition to modeling changes in NPV, we also analyze potential changes to net interest income (“NII”) for a twelve-month period under rising and falling interest rate scenarios. The following table shows our NII model as of March 31, 2026.
Change in Interest Rates in Basis Points (Rate Shock) | | Net Interest Income | | $ Change | | % Change |
| ||
(Dollars in thousands) |
| ||||||||
300bp | $ | 17,606 | $ | (1,175) |
| (6.3) | % | ||
200 |
| 18,031 |
| (750) |
| (4.0) | % | ||
100 |
| 18,421 |
| (360) |
| (1.9) | % | ||
Static |
| 18,781 |
| |
| | |||
(100) |
| 19,219 |
| 438 |
| 2.3 | % | ||
(200) |
| 19,110 |
| 329 |
| 1.8 | % | ||
(300) |
| 18,096 |
| (685) |
| (3.6) | % | ||
The table above indicates that as of March 31, 2026, in the event of an immediate and sustained 300 basis point increase in interest rates, our net interest income for the twelve months ending March 31, 2027 would be expected to decrease by $1.2 million, or 6.3% to $17.6 million.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The information called for by this Item 3 is set forth in Item 2 under the captions “Liquidity and Capital Resources”, “Impact of Inflations and Changes in Prices” and “Exposure to Changes in Interest Rates” and is incorporated herein by reference.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide assurance that the information required to be disclosed in the reports files or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Commission. An evaluation of the effectiveness of our disclosure controls and procedures at the end of the period covered by this report was carried out under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer. Based on such evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of such period.
Previously Reported Material Weakness in Internal Control Over Financial Reporting
As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), in connection with the preparation of the Company’s audited financial statements for the fiscal year ended December 31, 2025, a deficiency in internal control over financial reporting relating to the Company’s deferred tax asset (the “DTA”) was identified. Specifically, the DTA balances for the merged entities as a result of the reorganization and conversion were incorrectly written off to retained earnings rather than transferring these balances to the newly formed holding company. Accordingly, the initial deferred tax calculation at December 31, 2025 being used was incorrect. The discrepancy was identified in preparation of the Company's tax returns in early 2026 and in connection with the preparation of its 2025 yearend audit.
Also, in connection with the preparation of the Company's audited financial statements for the year ended December 31, 2025, it was determined that the expense related to the contribution of the shares of the Company's common stock and cash that were contributed to the Foundation was not recorded on a timely basis to Hoyne Bancorp, Inc. The delay was caused by outside parties not confirming the dollar amounts of the common stock donated and the actual date of the cash contribution. Once the confirmations were received, entries were made and the expense allocated to Hoyne Bancorp, Inc.
38
As a result of these deficiencies, a material weakness in internal control over financial reporting existed, and the Company's management concluded that the Company did not maintain effective internal control over financial reporting, at December 31, 2025.
Remediation of the Material Weakness
As previously disclosed, the Company's management believes that the material weakness identified above is the result of deficiencies related to certain one-time events and the specific accounting treatment of these items in connection with the Company's stock offering and conversion in 2025. During the quarter ended March 31, 2026, management undertook steps to enhance its financial reporting controls and procedures, and continues to seek to enhance its financial and accounting expertise, supplemented by additional resources as needed. As a result, the Company believes that the material weakness identified and described above had been remediated as of the date of the filing of the Annual Report.
Except as described above, there were no changes in our internal control over financial reporting during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
39
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We are not presently involved in any legal proceedings of a material nature. From time to time, we are subject to various legal actions arising in the normal course of our business. In the opinion of management, the resolution of these legal actions is not expected to have a material adverse effect on our financial condition, results of operations or cash flows.
Item 1A. Risk Factors
Not required for smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 6. Exhibits
See Exhibit Index.
40
EXHIBIT INDEX
Exhibit No. | | Description |
3.1 | ||
3.2 | ||
31.1 | ||
31.2 | ||
32.1* | ||
101.INS | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
*This exhibit shall not be deemed “filed” by the Registrant for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
41
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, duly authorized.
Date: May 12, 2026 | ||
HOYNE BANCORP, INC. | ||
By: | /s/ Walter F. Healy | |
Walter F. Healy | ||
President and Chief Executive Officer | ||
(Principal Executive Officer) | ||
/s/ Thomas S. Manfre | ||
Thomas S. Manfre | ||
Chief Financial Officer | ||
(Principal Financial and Principal Accounting Officer) | ||
42