FBLA US Equity☆

10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2025

OR

Commission File Number 001-42380

FB Bancorp, Inc.

(Exact name of registrant as specified in its charter)

353 Carondelet Street, New Orleans, Louisiana 70130

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (504) 569-8640

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

Title of each class TradingSymbol(s) Name of each exchange on which registered

Common Stock, $0.01 par value FBLA The NASDAQ Stock Market LLC

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐No☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐No☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes☒ No ☐

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

Large accelerated filer ☐ Accelerated filer ☐

Non-accelerated filer ☒ Smaller reporting company ☒

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of March 25, 2026, there were 17,159,436 shares of common stock, par value $0.01 per share, issued and outstanding. The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, computed by reference to the last sale price of the most recently completed second quarter was approximately $223.2 million.

DOCUMENTS INCORPORATED BY REFERENCE

PART III of Form 10-K - Portions of the Registrant’s Proxy Statement for its 2026 Annual Meeting of Stockholders will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

FB BANCORP, INC., AND SUBSIDIARY

FORM 10-K

INDEX

PAGE

PART I

Item 1. Business 2

Item 1A. Risk Factors 24

Item 1B. Unresolved Staff Comments 32

Item 1C. Cybersecurity 32

Item 2. Properties 33

Item 3. Legal Proceedings 35

Item 4. Mine Safety Disclosures 36

PART II

Item 6. [Reserved] 37

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 46

Item 8. Financial Statements and Supplementary Data 47

Item 9A. Controls and Procedures 48

Item 9B. Other Information 48

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 48

PART III

Item 10. Directors, Executive Officers and Corporate Governance 49

Item 11. Executive Compensation 49

Item 14. Principal Accounting Fees and Services 49

PART IV

Item 15. Exhibits, Financial Statement Schedules 50

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Forward-Looking Statements

Certain statements contained in this Annual Report on Form 10-K that are not historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements, which are based on certain current assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions.

These forward-looking statements include, but are not limited to:

• statements of our goals, intentions and expectations;

• statements regarding the quality of our loan and investment portfolios; and

• estimates of our risks and future costs and benefits.

These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this Annual Report on Form 10-K.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

• general economic conditions, either nationally or in our market areas;

• our ability to access cost-effective funding;

• demand for loans and deposits in our market areas;

• our ability to implement and change our business strategies;

• competition among depository and other financial institutions;

• adverse changes in the securities markets;

• changes in the quality or composition of our loan or investment portfolios;

• technological changes that may be more difficult or expensive than expected;

• the inability of third-party providers to perform as expected;

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

• changes in consumer spending, borrowing and savings habits;

• our ability to retain key management and employees; and

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.

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PART I

Item 1. Business.

FB Bancorp, Inc.

FB Bancorp, Inc. (“FB Bancorp,” the “Company,” “we,” “our”) is a Maryland corporation that was incorporated in February 2024 to become the registered bank holding company for Fidelity Bank upon its conversion from the mutual-to-stock form of organization, which occurred on October 22, 2024. The Company sold 19,837,500shares of common stock, par value $0.01 per share, at a price of $10 per share, for gross proceeds of $198,375,000. Shares of the Company’s common stock began trading on October 23, 2024, on the Nasdaq Global Select Market under the trading symbol “FBLA.”

We conduct our operations from our headquarters in New Orleans, Louisiana, primarily through Fidelity Bank. The Company is the sole shareholder of Fidelity Bank, and as such, is a bank holding company subject to regulation by the Federal Reserve Board.

Fidelity Bank

Originally chartered in 1908 under the name “The Fidelity Homestead Association,” Fidelity Bank (sometimes referred to herein as the “Bank”) completed its conversion from the mutual form of organization to that of a Louisiana state-chartered stock savings bank on October 22, 2024. The Bank operates from 18 full-service branches, including its main office, two drive-up branches and 14 stand-alone ATMs located throughout central and southern Louisiana. In January 2014, the Bank acquired the net assets of NOLA Lending Group (sometimes referred to herein as “NOLA”, “NOLA Lending”, and “mortgage division”) as a fully-owned division of the Bank that originates our residential one- to four-family residential real estate loans. On December 31, 2025, the Bank entered into an agreement to sell substantially all of the assets and liabilities of NOLA. The sale closed on March 1, 2026.

The administrative headquarters of FB Bancorp and Fidelity Bank are located at 353 Carondelet Street, New Orleans, Louisiana 70130. Our telephone number is (504) 569-8640.

Fidelity Bank’s business consists primarily of taking deposits from the general public and investing those deposits, together with funds generated from operations, in one- to four-family residential mortgage loans secured by properties located in our primary market areas. We also originate residential construction loans, commercial real estate loans (which includes commercial mortgage, commercial construction and land development loans), commercial loans (which includes commercial and industrial, small business and other commercial loans not secured by real estate), home equity loans and lines of credit, and consumer loans.

Fidelity Bank is subject to comprehensive regulation and examination by the Louisiana Office of Financial Institutions (“LOFI”) and the Federal Deposit Insurance Corporation (“FDIC”). Our website address is www.bankwithfidelity.com. Information on this website is not and should not be considered a part of this Annual Report on Form 10-K.

Market Area

We consider our primary market areas for deposit gathering and origination of loans held for investment to be southern Louisiana including the Metropolitan Statistical Areas (“MSA”) of New Orleans-Metairie-Hammond, Baton Rouge and Lafayette.

The Bank’s branch offices are located in the Parish of East Baton Rouge, located within the Baton Rouge MSA, and the Parishes of Jefferson, Orleans, St. Tammany, Lafayette, and Tangipahoa, which are encompassed within the New Orleans-Metairie-Hammond MSA. The five-parish market area contains urban, suburban and more rural areas with large and small population centers. New Orleans and Baton Rouge are the two largest regional economies in Louisiana, with trade, tourism, government, technology, healthcare and the film industry among the leading industries and employment concentrations. New Orleans has one of the busiest ports in the world, and one of the largest oil and gas exploration regions is located to the south of New Orleans. The market area north of Lake Pontchartrain (Tangipahoa and St. Tammany Parishes) remains economically connected to the more urbanized Orleans and Jefferson Parishes, and we consider that area and the New Orleans area to be one overall market. The Baton Rouge MSA also borders the New Orleans MSA to the west. The southern Louisiana region remains exposed to tropical storms and hurricanes that increase operating risk to employers in the region, including financial institutions. The area is still recovering from the impact of Hurricane Katrina in 2005 and later hurricanes. The Baton Rouge metropolitan area, home to the state capital and related government employment, is also a major industrial, petrochemical, medical, research, motion picture and technology employment center. The main campus of Louisiana State University is also located there.

Overall economic conditions in our market area have resulted in loan demand from operating companies being generally softer than it was pre-pandemic, as higher interest rates have slowed business expansion. However, the labor markets in our market areas have

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remained relatively stable. Our market area’s main employment drivers are oil refining, healthcare and social assistance, retail trade and hospitality/tourism.

We believe that we have developed products and services that meet the financial needs of our current and future customer base; however, we plan, and believe it is necessary, to expand the range of products and services that we offer to be more competitive in our market area. Our marketing strategies focus on the strength of our knowledge of local consumer and small business markets, as well as expanding relationships with current customers and reaching out to develop new, profitable business relationships.

Competition

We face strong competition within our primary market areas both in making loans and attracting retail deposits. Our market areas include large money centers and regional banks, community banks and savings institutions, and credit unions. We also face competition for loans from mortgage banking firms, consumer finance companies, credit unions, and fintech companies and, with respect to deposits, from money market funds, brokerage firms, mutual funds and insurance companies. Large banks, such as Capital One, N.A, Hancock Whitney Bank, and JP Morgan Chase Bank, N.A., have a significant presence in our market area.

Our competition for loans comes primarily from the competitors referenced above and from other financial service providers, such as mortgage companies and mortgage brokers. Competition for loans also comes from the increasing number of non-depository financial service companies participating in the mortgage market, such as insurance companies, securities firms, financial technology companies, specialty finance firms and technology companies.

We expect competition to remain intense in the future as a result of legislative, regulatory and technological changes and the continuing trend toward consolidation of the financial services industry. Technological advances, for example, have lowered barriers to entry, allowed banks to expand their geographic reach by providing services over the internet and made it possible for non-depository institutions, including financial technology companies, to offer products and services that traditionally have been provided by banks.

Lending Activities

Our loan portfolio consists primarily of residential mortgage loans, residential construction, commercial real estate loans (which includes commercial mortgage, commercial construction and land development loans), commercial loans (which includes commercial and industrial, small business, and other commercial loans not secured by real estate), home equity loans and lines of credit, and consumer loans. Fidelity Bank originates loans for retention in our portfolio and generally does not sell loans, other than loans originated by its NOLA division, which are generally sold into the secondary market. In recent years, we have increased our focus on originating higher yielding commercial real estate loans, and we have continued that focus after the conversion and stock offering. We offer both adjustable-rate and fixed-rate residential mortgage loans. However, historically a significant majority of the residential real estate loans which we have originated are long-term, fixed-rate loans that generally conform to secondary market guidelines.

Loan Portfolio Composition. The following table sets forth the composition of our loan portfolio by type of loan at the dates indicated. Loan balances exclude the fair value of loans held for sale, which totaled $28.5 million and $26.0 million at December 31, 2025 and December 31, 2024, respectively.

Amount Percent Amount Percent

(Dollars in thousands)

Less:

Undisbursed portion of mortgage loans (145 ) (161 )

Net deferred loan costs (fees) (834 ) (1,007 )

Allowance for credit losses (6,289 ) (6,244 )

Contractual Maturities. The following table sets forth the contractual maturities of our total loans held for investment portfolio at December 31, 2025. Demand loans, loans having no stated repayment schedule or maturity, and overdraft loans are

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reported as being due in one year or less. Because the tables present contractual maturities and do not reflect repricing or the effect of prepayments, actual maturities may differ.

(Dollars in thousands)

Amounts due in:

Fixed vs. Adjustable Rate Loans. The following table sets forth the dollar amount of all loans at December 31, 2025 that are due after December 31, 2026 and have either fixed interest rates or floating or adjustable interest rates. The amounts shown below include unearned loan origination fees.

Fixed Adjustable Total

(Dollars in thousands)

Residential Mortgage Lending. At December 31, 2025, we had $230.7 million of loans secured by first lien residential real estate, or 31.0% of total loans held for investment. The vast majority of our one- to four-family residential real estate loans, originated by NOLA, are secured by properties located in our primary market areas and sold into the secondary market. Fidelity Bank retains certain residential loans in its loan portfolio.

Our one- to four-family residential real estate loans are generally underwritten to secondary market guidelines. We offer both fixed-rate and adjustable-rate residential mortgage loans for terms up to 30 years. Adjustable-rate loans are tied to the one-year constant maturity Treasury rate. For adjustable-rate loans, the interest rate is fixed for the initial terms of three or five years, and then adjusts yearly thereafter with an annual rate cap of 2.0% and a lifetime rate cap of 6.0%. We generally limit the loan-to-value ratios of our residential mortgage loans to 90% (85% for borrowers using the property as a second home). Fidelity Bank generally requires private mortgage insurance on mortgage loans where the loan-to-value ratio exceeds the lesser of 80% of the appraised value of the property or the purchase price.

We do not offer “interest only” residential mortgage loans, where the borrower pays interest for an initial period, after which the loan converts to a fully amortizing loan. We also do not offer loans that provide for negative amortization of principal, such as “Option ARM” loans, where the borrower can pay less than the interest owed on the loan, resulting in an increased principal balance during the life of the loan. We do not currently offer “subprime loans” on one- to four-family residential real estate loans (i.e., generally loans to borrowers with credit scores less than 640).

Residential Construction Loans. At December 31, 2025, we had $38.1 million in residential construction loans, or 5.1% of total loans, and had committed to loan an additional $20.1 million with respect to such loans. We make residential construction loans primarily to individuals for the construction or renovation of their primary residences. These types of loans are generally limited to the New Orleans, Hammond and Baton Rouge metropolitan statistical areas. The property pledged as security must be a first mortgage on a primary residence or second home. We do not make residential construction loans on manufactured homes, investment properties, or 3- to 4- unit properties. Our residential construction loans are underwritten to the same guidelines for permanent residential mortgage loans. At December 31, 2025, our largest residential construction loan was for $4.0 million, $3.7 million of which had been disbursed, and which was performing according to its original terms.

The maximum construction loans generally can be made with a maximum loan-to-value ratio of 90%, or 80% for those classified as a jumbo loan by agency standards, of the estimated appraised market value upon completion of the project. Before

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making a commitment to fund a construction loan, we require an appraisal of the property by an independent licensed appraiser. We also generally require inspections of the property before disbursement of funds during the term of the construction loan.

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

Residential construction lending involves additional risks when compared with permanent lending because funds are advanced upon the security of the project, which is of uncertain value before its completion. Because of the uncertainties inherent in estimating construction costs, as well as the market value of the completed project and the effects of governmental regulation of real property, it is relatively difficult to evaluate accurately the total funds required to complete a project and the related loan-to-value ratio. In addition, generally during the term of a construction loan, interest may be funded by the borrower or disbursed from an interest reserve set aside from the construction loan budget. These loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project and the ability of the borrower to sell or lease the property or obtain permanent take-out financing, rather than the ability of the borrower or guarantor to repay principal and interest. If the appraised value of a completed project proves to be overstated, we may have inadequate security for the repayment of the loan upon completion of construction of the project and may incur a loss.

Commercial Real Estate Loans. At December 31, 2025, we had $248.7 million in commercial real estate loans, or 33.4% of total loans. Our commercial real estate loans are primarily comprised of multi-family, hotel, retail and one to four family for investment purposes, and to a lesser extent, commercial construction and land development. Our commercial real estate loans are generally secured primarily by retail and mixed-use properties and office buildings. Multi family, hotels, retail and one to four family for investment purposes comprise approximately, 20.4%, 18.6%, 16.1% and 13.3%, respectively, of our commercial real estate portfolio. Fidelity Bank uses an industry-standard measure to assess potential concentration levels on a quarterly basis, with the concentration levels consistently being assessed as low concentration. Our office building loan portfolio is concentrated in suburban areas. Based on loan review data, our commercial real estate loan portfolio currently has an average occupancy rate of approximately 86% and an average loan-to-value ratio of 63%. Substantially all of our commercial real estate loans are fixed-rate loans with three- to five-year balloon repayment terms. We generally limit the loan-to-value ratios of our commercial mortgage loans to 85% (80% for non-owner occupied properties) of the purchase price or appraised value, whichever is lower.

At December 31, 2025, our largest commercial real estate loan had an outstanding balance of $12.0 million and is secured by a multi family property development located in Mobile, Alabama. At December 31, 2025, this loan was performing according to its original terms.

We consider a number of factors in originating commercial real estate loans. We evaluate the qualifications and financial condition of the borrower, including credit history, profitability and expertise, as well as the value and condition of the property securing the loan. When evaluating the qualifications of the borrower, we consider the financial resources of the borrower, the borrower’s experience in owning or managing similar property and the borrower’s payment history with us and other financial institutions. In evaluating the property securing the loan, the factors we consider include the net operating income of the mortgaged property before debt service and depreciation, the ratio of the loan amount to the appraised value of the mortgaged property, and the debt service coverage ratio (the ratio of net operating income to debt service). Generally, we require that the debt service coverage ratio be at least 1.20x. The significant majority of our commercial real estate loans are appraised by outside independent appraisers approved by the Board of Directors. Personal guarantees are generally obtained from the principals of commercial real estate borrowers. In addition, Fidelity Bank monitors financial statements and rent roll submissions, as well as conducts covenant testing, each on an ongoing basis.

Loans secured by commercial real estate generally have larger balances and involve a greater degree of risk than one- to four-family residential real estate loans. The primary concern in commercial real estate lending is the borrower’s creditworthiness and the feasibility and cash flow potential of the underlying business. Payments on loans secured by income producing properties often depend on successful operation and management of the properties. As a result, repayment of such loans may be subject, to a greater extent than residential real estate loans, to adverse conditions in the real estate market or the economy. To monitor cash flows on income properties, we require borrowers and loan guarantors to provide quarterly, semi-annual or annual financial statements, depending on the size of the loan, on commercial real estate loans. In reaching a decision on whether to make a commercial real estate loan, we consider and review a global cash flow analysis of the borrower and consider the net operating income of the property, the borrower’s expertise, credit history and profitability and the value of the underlying property. We have generally required that the properties securing these real estate loans have an aggregate debt service ratio, including the guarantor’s cash flows and the borrower’s other projects, of at least 1.25x. An environmental phase one report is obtained when the possibility exists that hazardous materials may have existed on the site, or the site may have been impacted by adjoining properties that handled hazardous materials.

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If we foreclose on a commercial real estate loan, the marketing and liquidation period to convert the real estate asset to cash can be lengthy with substantial holding costs. In addition, vacancies, deferred maintenance, repairs and market stigma can result in prospective buyers expecting sale price concessions to offset their real or perceived economic losses for the time it takes them to return the property to profitability. Depending on the individual circumstances, initial charge-offs and subsequent losses on commercial real estate loans can be unpredictable and substantial.

Commercial Loans. At December 31, 2025, commercial loans were $92.2 million, or 12.4% of total loans. We offer a broad range of commercial loans, including lines of credit and term loans, to a variety of commercial businesses. The loans are generally used to support working capital and general corporate needs. These loans are generally secured by business assets, such as equipment and accounts receivable. Depending on the collateral used to secure the loans, commercial loans are made in amounts of up to 90% of the value of the collateral securing the loan. Generally, we require that the debt service coverage ratio be at least 1.30x.

When making commercial loans, we consider the financial statements of the borrower, our lending history with the borrower, the debt service capabilities and global cash flows of the borrower and other guarantors, the projected cash flows of the business and the value of the collateral, accounts receivable, inventory and equipment.

Our commercial loan portfolio includes Small Business Administration (“SBA”) related lending for commercial purposes. Fidelity Bank generally makes SBA loans within its market areas, and most of the originations relate to the SBA 7(a) Loan Program and the SBA 504 Loan Program. SBA loans comprised $19.5 million of our commercial loan portfolio at December 31, 2025.

At December 31, 2025, our largest commercial loan was a line of credit for $15 million, of which $13.7 million was funded, and is secured by a UCC security interest in all chattel paper, accounts including contingency case fees, equipment and general intangibles, and fixtures. At December 31, 2025, this loan was performing according to its original terms.

Unlike residential or commercial real estate loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment or other income, and which are secured by real property whose value tends to be more easily ascertainable, commercial loans are of higher risk and typically are made on the basis of the borrower’s ability to make repayment from the cash flows of the borrower’s business, and the collateral securing these loans may fluctuate in value. Our commercial loans are originated primarily based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. Collateral for commercial loans typically consists of equipment, accounts receivable, or inventory. Credit support provided by the borrower for most of these loans is based on the liquidation of the pledged collateral and enforcement of a personal guarantee, if any. Further, any collateral securing such loans may depreciate over time, may be difficult to appraise and may fluctuate in value. As a result, the availability of funds for the repayment of commercial loans may depend substantially on the success of the business itself.

Home Equity Loans and Lines of Credit. At December 31, 2025, the outstanding balance of home equity loans and lines of credit was $112.4 million, or 15.1% of total loans. Such loans or lines of credit are secured by the borrower’s primary or secondary residence. Home equity loans and lines of credit are generally underwritten using the same criteria that we use to underwrite one- to four-family residential real estate loans. The interest rate for home equity loans is fixed and the interest rate for home equity lines of credit is variable and based on the prime rate. The loan to value ratio is generally up to 90%, taking into account any superior mortgage on the collateral property. Generally, all applicants for a home equity loan or line of credit are required to have a FICO credit score of at least 650.

Home equity loans and lines of credit are generally secured by junior mortgages and have greater risk than one- to four-family residential real estate loans secured by first mortgages. We face the risk that the collateral will be insufficient to compensate us for loan losses and costs of foreclosure, after repayment of the senior mortgages, if applicable. When customers default on their loans, we attempt to foreclose on the property and resell the property as soon as possible to minimize foreclosure and carrying costs. However, the value of the collateral may not be sufficient to compensate us for the amount of the unpaid loan and we may be unsuccessful in recovering the remaining balance from those customers. Particularly with respect to our home equity loans and lines of credit, decreases in real estate values could adversely affect our ability to fully recover the loan balance in the event of a default.

Other Consumer Loans. At December 31, 2025, consumer loans were $22.8 million, or 3.1% of total loans. Our consumer loan portfolio generally consists of loans secured predominately by residential lots, home improvement, deposit-secured automobiles and trucks (new and used), boats, trailers, and other consumer assets. Automobile loans generally require a FICO score of at least 650 and a maximum debt-to-income ratio of 45%. Automobile loans have fixed interest rates and terms up to five years for used automobiles.

In furtherance to our commitment to the local community and consistent with our Community Reinvestment Act (“CRA”) compliance and efforts, we offer a Credit Builder Program to assist borrowers who have no traditional credit or seek to repair their

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credit in order to establish a savings pattern and building credit. Fidelity Bank also maintains a Home Ownership Made Easy loan program to provide home ownership opportunities to underserved areas.

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

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

Loan Originations, Purchases and Sales

Our loan originations are generated by our loan personnel operating at our banking office, NOLA’s loan production offices and mortgage brokers. We also obtain referrals from existing and former customers and from accountants, real estate brokers, builders and attorneys. All loans we originate are underwritten pursuant to our policies and procedures which incorporate secondary market underwriting guidelines to the extent applicable for residential loans. For the twelve months ended December 31, 2025, NOLA, which is reported on our December 31, 2025 consolidated financial statements as discontinued operations, originated $386.7 million in loans for sale to the secondary market.

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

Consistent with our interest rate risk strategy, we originate for sale and sell a portion of the long-term, fixed-rate, one- to four-family residential real estate loans that we originate on a servicing-retained, limited or no recourse basis, while generally retaining shorter-term fixed-rate and all adjustable-rate one- to four-family residential real estate loans in order to manage the duration and time to repricing of our loan portfolio. We consider our balance sheet as well as market conditions on an ongoing basis in making decisions as to whether to hold loans we originate for investment or to sell such loans to investors, choosing the strategy that is most advantageous to us from a profitability and risk management standpoint. Fidelity Bank sells loans to the secondary market using both best efforts and mandatory commitment procedures. In a best efforts sale, Fidelity Bank will make its best effort to process, fund, and deliver the loan to a particular investor. If the loan fails to fund, there is no cost to the seller. Under mandatory commitment, Fidelity Bank commits to deliver a funded loan to the buyer, and therefore assumes any market risk should delivery not take place. This market risk is minimized by our use of appropriate hedging tools. It is the policy of Fidelity Bank that all hedging activity will be done for the purposes of mitigating interest rate risk and basis point risk. At least annually, Fidelity Bank’s internal audit department conducts a review of the secondary market risk management program to ensure its integrity, accuracy, and reasonableness.

Historically, we have had limited investment in loan participations sales, with Fidelity Bank as the lead, as well as limited loan participation purchases.

Loan Approval Procedures and Authority

Our lending is subject to written, non-discriminatory underwriting standards and origination procedures. Decisions on loan applications are made on the basis of detailed applications submitted by the prospective borrower and property valuations. Our policies require that for all real estate loans that we originate, property valuations must be performed by outside independent state-licensed appraisers approved by our Board of Directors. The loan applications are designed primarily to determine the borrower’s ability to repay the requested loan, and the more significant items on the application are verified through use of credit reports, financial statements and tax returns.

By law, the aggregate amount of loans that we are permitted to make to any one borrower or group of related borrowers is generally limited to 10% of Fidelity Bank’s capital and declared surplus (25% for secured credits). At December 31, 2025, our largest credit relationship to one borrower, which is an established law firm, is a line of credit for $15 million, of which $13.7 million is funded, and is secured by a UCC security interest in all chattel paper, accounts including contingency case fees, equipment and general intangibles, and fixtures. At December 31, 2025, this loan was performing according to its original terms.

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The relevant Market Area Presidents and the Senior Credit Officer may jointly approve loans up to $5.0 million. Any loans greater than the combined approval authority from the Chief Executive Officer and the Chief Credit/Risk Officer are submitted to our Management Loan Committee which consists of our Chief Executive Office, Chief Credit Officer, Chief Operating Officer, Chief Banking Officer, Senior Credit Officer, Market Area Presidents and Commercial Lending Managers for final approval.

Generally, we require property and extended coverage casualty insurance in amounts at least equal to the principal amount of the loan or the value of improvements on the property, depending on the type of loan. In addition, we require an escrow for flood insurance (where appropriate) and generally require an escrow for required property taxes and insurance. On occasion, we allow borrowers to pay their own taxes and property and casualty insurance as long as proof of payment is provided.

Delinquencies, Classified Assets and Non-performing Assets

Delinquency Procedures. When a borrower fails to make a required monthly payment on a loan, we mail a notice to the borrower and attempt to contact the borrower. All delinquent loans are reported to the Board of Directors each month. After 90 days delinquent the loan is transferred to the appropriate collections personnel. Our policies provide that a late notice be sent each month that the loan is past due. Once the loan is considered in default, generally at 90 days past due, a letter is generally sent to the borrower explaining that the entire balance of the loan is due and payable, the loan is placed on non-accrual status, and additional efforts are made to contact the borrower. If the borrower does not respond, we generally initiate foreclosure proceedings when the loan is 120 days past due. If the loan is reinstated, foreclosure proceedings will be discontinued and the borrower will be permitted to continue to make payments. In certain instances, we may modify the loan or grant a limited exemption from loan payments to allow the borrower to reorganize his or her financial affairs.

When we acquire real estate as a result of foreclosure or by deed in lieu of foreclosure, the real estate is classified as other real estate owned until it is sold. The real estate is recorded at estimated fair value at the date of acquisition, less estimated costs to sell, and any write-down resulting from the acquisition is charged to the allowance for credit losses. Subsequent decreases in the value of the property are charged to operations. After acquisition, all costs in maintaining the property are expensed as incurred. Costs relating to the development and improvement of the property, however, are capitalized to the extent of estimated fair value less estimated costs to sell. At December 31, 2025, we held properties totaling approximately $1.3 million in other real estate owned as a result of foreclosure for all property types.

Loan Modifications to Borrowers Experiencing Financial Difficulty. We occasionally modify loans to extend the term or make other concessions to help a borrower stay current on his or her loan and to avoid foreclosure. We consider modifications only after analyzing the borrower’s current repayment capacity, evaluating the strength of any guarantors based on documented current financial information, and assessing the current value of any collateral pledged. We generally do not forgive principal or interest on loans, but may do so if it is in our best interest and increases the likelihood that we can collect the remaining principal balance. We may modify the terms of loans to lower interest rates (which may be at below market rates), to provide for fixed interest rates on loans where fixed rates are otherwise not available, to provide for longer amortization schedules, or to provide for interest-only terms. These modifications are made only when a workout plan has been agreed to by the borrower that we believe is reasonable and attainable and in our best interests. During 2025, there was one loan with total outstanding balance of $25 thousand at December 31, 2025 that was modified. During 2024, we had two such loan modifications, with an outstanding balance of $311 thousand as of December 31, 2024.

Delinquent Loans. The following table sets forth our loan delinquencies by type and amount as of December 31, 2025.

Greater Than Past Due>

Past Due Past Due Past Due Past Due Current Loans Accruing

The following table sets forth our loan delinquencies by type and amount as of December 31, 2024.

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Greater Than Past Due>

Past Due Past Due Past Due Past Due Current Loans Accruing

Non-Performing Assets. The following table sets forth information regarding our non-performing assets. Non-performing assets include loans that are 90 or more days past due or on non-accrual status, including loan modifications to borrowers experiencing financial difficulty which are on non-accrual status, and foreclosed assets and other loan collateral acquired through foreclosure and repossession.

At December 31,

(Dollars in thousands)

Non-accrual loans:

Residential construction — —

Commercial real estate 1,620 —

Home equity loans and lines of credit 1,236 1,834

Total non-performing loans to total loans(1) 2.27 % 1.72 %

Total non-accrual loans to total loans(1) 2.26 % 1.72 %

Total non-performing assets to total assets 1.45 % 1.11 %

(1)Total loans only includes loans held for investment

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

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

In connection with the filing of our periodic regulatory reports and according to our classification of assets policy, we regularly review the problem loans in our portfolio to determine whether any loans require classification according to applicable regulations. If a problem loan deteriorates in asset quality, the classification is changed to “substandard,” “doubtful” or “loss” depending on the circumstances and the evaluation. Generally, loans 90 days or more past due are placed on non-accrual status and classified “substandard.”

The table below sets forth our classified and criticized loans at the dates indicated.

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At December 31,

(Dollars in thousands)

Loss assets — —

Special mention (criticized) loans $ 1,568 $ 2,090

Allowance for Credit Losses

Allowance for credit losses. On January 1, 2023, Fidelity Bank adopted ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as amended, which replaces the incurred loss methodology with Current Expected Credit Loss (“CECL”) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized costs, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases. In addition, ASC 326 applies to the accounting for available-for-sale debt securities. This standard requires credit losses to be presented as an allowance rather than as a write down on available-for-sale debt securities which management does not intend to sell or believes that it is more likely than not they will be required to sell.

The following table sets forth activity in our allowance for credit losses for the periods indicated.

At December 31,

(Dollars in thousands)

Allowance for credit losses at beginning of period $ 6,244 $ 6,203

Charge-offs:

One- to four-family residential (323 ) (306 )

Residential construction (3 ) —

Commercial real estate — —

Home equity loans and lines of credit (217 ) —

Recoveries:

One- to four-family residential 4 6

Residential construction 9 2

Commercial real estate — —

Home equity loans and lines of credit — —

Allowance at end of period $ 6,289 $ 6,244

Non-accrual loans to total loans outstanding at end of period(1) 2.26 % 1.72 %

Net charge-offs to average loans outstanding during period 0.21 % 0.20 %

(1)Total loans only includes loans held for investment.

The following table sets forth additional information with respect to charge-offs by category for the periods indicated.

For the Year Ended December 31,

Net charge-offs (recoveries) to average loans outstanding during the period:

One- to four-family residential 0.04 % 0.04 %

Residential construction 0.00 % 0.00 %

Commercial real estate 0.00 % 0.00 %

Home equity loans and lines of credit 0.03 % 0.00 %

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

(Dollars in thousands)

Investment Activities

General. The goals of our investment securities portfolio is to maximize portfolio yield over the long term in a manner that is consistent with liquidity needs, pledging requirements, asset/liability strategies, and safety/soundness concerns, including managing the risks of investment securities. The fundamental elements of our risk management program include board and senior management oversight and a comprehensive risk management process that seeks to effectively identify, measure, monitor, and control risk. These risks include, but are not necessarily limited to: extension risk, market risk, credit risk, liquidity risk, operational risk, interest rate risk, systemic risk and legal risk.

Our investment policy was adopted by the Board of Directors and is reviewed annually by the Board of Directors. Most investment decisions are made by our Chief Financial Officer according to board-approved policies. An investment schedule detailing the investment portfolio and all trade activity is reviewed at least quarterly by the Board of Directors.

Our current investment policy permits, with certain limitations, investments in, among other things: U.S. Treasury securities; securities issued by the U.S. government and its agencies or government sponsored enterprises including mortgage-backed securities and collateralized mortgage obligations issued by the SBA, Fannie Mae, Ginnie Mae, and Freddie Mac; corporate and municipal bonds; asset-backed securities; certificates of deposit in other financial institutions; federal funds and money market funds, among other investments.

At December 31, 2025, our investment portfolio totaled $326.3 million and consisted of securities and obligations issued by U.S. government-sponsored enterprises as well as corporate bonds. At December 31, 2025, we also owned $3.7 million of Federal Home Loan Bank of Dallas stock. As a member of Federal Home Loan Bank of Dallas, we are required to purchase stock in the Federal Home Loan Bank of Dallas, which is carried at cost and classified as a restricted investment.

At December 31, 2025, all of our investment securities are carried at fair value through accumulated other comprehensive income.

Sources of Funds

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

Deposits. Our deposits are generated primarily from our primary market areas. We offer a selection of deposit accounts, including NOW, savings accounts, money market accounts, certificates of deposit and wholesale and brokered certificates of deposit.

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Deposit account terms vary, with the principal differences being the minimum balance required, the amount of time the funds must remain on deposit and the interest rate.

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

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

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

Amount Percent Average Rate Amount Percent Average Rate

(Dollars in thousands)

At December 31, 2025 and December 31, 2024, the aggregate amount of all uninsured deposits (deposits in excess of the FDIC limit of $250,000 per account) was $120.9 million and $78.9 million, respectively. At December 31, 2025 and December 31, 2024, the aggregate amount of all uninsured certificates of deposit was $63.9 million and $43.2 million, respectively. At December 31, 2025 and December 31, 2024, we had no deposits that were uninsured for any reason other than being in excess of the FDIC limit.

The following table sets forth, by time remaining until maturity, the uninsured certificates of deposit at December 31, 2025.

(Dollars in thousands)

Three months or less $ 11,042

Over three months through six months 15,782

Over six months through 12 months 11,979

Borrowings. We may obtain additional advances from the Federal Home Loan Bank of Dallas upon the security of our

capital stock in it and our one- to four-family residential real estate portfolio. We may utilize these advances for asset/liability management purposes and for additional funding for our operations. Such advances may be made under several different credit programs, each of which has its own interest rate and range of maturities. At December 31, 2025, we had $78.3 million in outstanding advances from the Federal Home Loan Bank of Dallas. At December 31, 2025, based on available collateral and our ownership of Federal Home Loan Bank of Dallas common stock, we had access to up to an additional $352 million of advances from the Federal Home Loan Bank of Dallas.

Properties

Fidelity Bank has 18 full-service branches, including our main office, two drive-up ATM branches, 14 stand-alone ATMs located in southern Louisiana, and one ITM branch. We conduct our operations from our main office in New Orleans, Louisiana. We own 13 of our offices, including our main office. NOLA operated 6 loan production offices, all of which were leased, and these leases transferred to the acquirer of NOLA, effective March 1, 2026. At December 31, 2025 the total net book value of our land, buildings, leasehold improvements, furniture, fixtures and equipment was $57.1 million for continuing operations.

Subsidiary Activities

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Fidelity Bank is the sole and wholly-owned subsidiary of FB Bancorp. Fidelity Bank has no subsidiaries.

Legal Proceedings

We are not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. At December 31, 2025, we were not involved in any legal proceedings, the outcome of which we believe would be material to our financial condition or results of operations.

Expense and Tax Allocation Agreements

Fidelity Bank entered into an agreement with FB Bancorp for Fidelity Bank to provide FB Bancorp with certain administrative support services. FB Bancorp compensates Fidelity Bank in an amount not less than the fair market value of the services provided. In addition, FB Bancorp and Fidelity Bank entered into an agreement to establish a method for allocating and reimbursing the payment of their consolidated tax liability.

Human Capital Resources

At December 31, 2025, we had 323 full-time equivalent employees. Upon the completion of the sale of our mortgage division on March 1, 2026, approximately 108 employees were transferred to the acquirer of NOLA. Our employees are not represented by a collective bargaining group. Management believes that we have a good working relationship with our employees.

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Supervision and Regulation

General

Fidelity Bank is a Louisiana-chartered non-member stock savings bank. Fidelity Bank’s deposits are insured up to applicable limits by the FDIC. Fidelity Bank is subject to extensive regulation and supervision by the LOFI, as its chartering agency, and by the FDIC, its primary federal regulator and the insurer of its deposit accounts. Fidelity Bank is required to file reports with, and is periodically examined by, the FDIC and the LOFI concerning its activities and financial condition, and must obtain regulatory approvals prior to entering into certain transactions, including, but not limited to, mergers with or acquisitions of other financial institutions. As a registered bank holding company, FB Bancorp is regulated by the Federal Reserve Board and by the LOFI. Supervision and regulation of banks, their holding companies and affiliates is intended primarily for the protection of depositors and the public, the Deposit Insurance Fund of the FDIC, and the U.S. banking and financial system rather than holders of our securities or our creditors. Fidelity Bank also is a member of and owns stock in the Federal Home Loan Bank of Dallas, which is one of the 11 regional banks in the Federal Home Loan Bank System.

Under this system of regulation, the regulatory authorities have extensive discretion in connection with their supervisory, enforcement, rulemaking and examination activities and policies, including rules or policies that: establish minimum capital levels; restrict the timing and amount of dividend payments; govern the classification of assets; provide oversight for the adequacy of loan loss reserves for regulatory purposes and the adequacy of an institution’s risk management framework; and establish the timing and amounts of assessments and fees imposed by the regulatory agencies. Bank regulators conducting an examination have complete access to the books and records of the examined institution. Moreover, as part of their examination authority, the banking regulators assign numerical ratings to banks relating to capital, asset quality, management, earnings, liquidity, sensitivity to market risk, and other factors. These ratings rely on the supervisor’s judgment and the receipt of a less than satisfactory rating in one or more categories may result in enforcement action by the banking regulators against a financial institution. A less than satisfactory rating may also prevent a financial institution, such as Fidelity Bank or FB Bancorp, from obtaining necessary regulatory approvals to access the capital markets, pay dividends, acquire other financial institutions or establish new branches. The results of bank regulator examinations are confidential.

In addition, Fidelity Bank must comply with anti-money laundering and countering the financing of terrorism laws and regulations, the Community Reinvestment Act (“CRA”) and its implementing regulations, and fair lending laws and regulations. The FDIC and the LOFI have the authority to impose monetary penalties and other sanctions on institutions that fail to comply with these laws and regulations, which could significantly affect our business activities, including our ability to acquire other financial institutions or expand our branch network.

FB Bancorp is a bank holding company and is required to comply with the rules and regulations of the Federal Reserve Board, including the Bank Holding Company Act of 1956, as amended (the “BHCA”). It is required to file certain reports with the Federal Reserve Board and is subject to examination by and the enforcement authority of the Federal Reserve Board. FB Bancorp is also subject to the rules and regulations of the Securities and Exchange Commission under the federal securities laws.

Any change in applicable laws or regulations, whether by the Louisiana legislature, Congress, the LOFI, the FDIC, the Federal Reserve Board, the Securities and Exchange Commission, or other federal or state agencies whose regulations Fidelity Bank or FB Bancorp may be required to comply with, could have a material adverse impact on the operations and financial performance of FB Bancorp and Fidelity Bank.

The following is a brief summary that does not purport to be a complete description of all the laws and regulations that affect Fidelity Bank or FB Bancorp or all aspects of those laws and regulations. This discussion is qualified in its entirety by reference to the particular statutory and regulatory provisions described below and is not intended to be an exhaustive description of the statutes or regulations applicable to FB Bancorp’s and Fidelity Bank’s business. In addition, proposals to change the laws and regulations governing the banking industry are frequently raised at both the state and federal levels. The likelihood and timing of any changes in these laws and regulations, and the impact such changes may have on Fidelity Bank and FB Bancorp, are difficult to predict. Regulatory agencies may issue enforcement actions, policy statements, interpretive letters and similar written guidance applicable to Fidelity Bank or FB Bancorp. Changes in applicable laws, regulations or regulatory guidance, or their interpretation by regulatory agencies or courts may have a material adverse effect on FB Bancorp’s and Fidelity Bank’s business, operations, and earnings.

Louisiana Banking Laws Applicable to Fidelity Bank

General. As a Louisiana-chartered bank, Fidelity Bank is subject to supervision, regulation and examination by the LOFI, and must comply with various Louisiana statutes and regulations which govern, among other things, investment powers, lending and deposit-taking activities, borrowings, maintenance of surplus and reserve accounts, distribution of earnings and payment of

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dividends. The approval of the LOFI is required for a Louisiana-chartered bank to establish or close branches, merge with other financial institutions, issue stock and undertake certain other activities.

Branching. Louisiana savings banks may, with the approval of the LOFI, establish additional branches within the state of Louisiana. Fidelity Bank may also establish additional branch offices outside of Louisiana, subject to prior regulatory approval, so long as the laws of the state where the branch is to be located would permit a state bank chartered in that state to establish a branch. Any new branch, whether located inside or outside of Louisiana, must also be approved by the FDIC as Fidelity Bank’s primary federal regulator.

Dividends. Fidelity Bank’s Board of Directors may quarterly, semiannually, or annually declare cash dividends. Louisiana law does not permit cash dividends to be declared or paid until a stock savings bank has surplus equal to twenty percent of its outstanding common stock, and the surplus cannot be reduced below that twenty percent level by the payment of the cash dividend. Prior approval of the LOFI is required if the total of all cash dividends declared and paid by a stock savings bank and amounts used to redeem or repurchase its stock during any one year would exceed the total of its net profits of that year combined with the net profits from the immediately preceding year. Each financial institution converting to a savings bank, before a declaration of a cash dividend on its common stock, is required to transfer not less than one-half of its net profits of the preceding six months to its paid-in surplus until it has paid-in surplus equal to twenty percent of capital stock. The LOFI defines net profits as the remainder of all earnings from current operations plus actual recoveries on loans and investments and other assets, after deducting from the total thereof all current operating expenses, actual losses, paid and accrued dividends on preferred stock, if any, all federal and state taxes, and cash dividends on common stock paid or accrued over the calculation period.

Loans to One Borrower Limitations. A Louisiana savings bank may not loan on an unsecured basis to any one person, directly or indirectly, an amount in excess of 10% of the bank’s net worth. In addition, a Louisiana savings bank may not loan on a secured basis to any one person an amount in excess of 25% of the bank’s net worth. The cumulative lending to one person on a secured and unsecured basis may not exceed 25% of the savings bank’s net worth. Finally, the total direct and indirect loans by a Louisiana savings bank to any person outstanding at one time, and at least 100% secured by readily marketable collateral having a market value, may not exceed 10% of the bank’s net worth.

Loans to a Bank’s Insiders. Under Louisiana law, a state-chartered savings bank may not make any loan to any person owning 10% or more of its capital stock or to any affiliated person, agent, or attorney, except in accordance with the laws and regulations applicable to national banks for similar transactions.

Investment Activities. Louisiana savings banks are permitted to make investments in specified categories of investment types, including in marketable investment securities, but the total amount of such securities of any one maker or obligor may not exceed 10% of the savings bank’s total capital. Under Louisiana law, “marketable investment securities” do not include stocks but means investment grade marketable obligations in the form of bonds, notes or debentures, of a type customarily sold on recognized exchanges or traded over the counter.

Parity. Subject to the LOFI’s regulations, Louisiana savings banks may obtain such other powers available to other banks operating under the laws of the state of Louisiana as are consistent with the policies and purposes of Louisiana banking law.

Regulatory Enforcement Authority. A violation of the provisions of law applicable to Louisiana savings banks will be deemed an unsafe and unsound practice, and may subject the bank or its directors, officers, or employees to the assessment of civil money penalties and other enforcement powers of the LOFI, including orders requiring affirmative action, cease-and-desist orders, and removal of directors and officers.

Louisiana has other statutes and regulations that are similar to certain of the federal provisions discussed below.

Federal Banking Laws and Regulations Applicable to Fidelity Bank

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

In determining the amount of risk-weighted assets for calculating risk-based capital ratios, all assets, including certain off-balance sheet assets (e.g., recourse obligations, direct credit substitutes, residual interests) are multiplied by a risk-weight factor assigned by the regulations based on the risks believed inherent in the type of asset. Higher levels of capital are required for asset categories believed to present greater risk. Common equity Tier 1 capital is generally defined as common stockholders’ equity and related surplus and retained earnings. Tier 1 capital is generally defined as common equity Tier 1 and additional Tier 1 capital.

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

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

Federal law required the federal banking agencies, including the FDIC, to establish a “community bank leverage ratio” of between 8% and 10% for institutions with total consolidated assets of less than $10 billion. Institutions with capital complying with the ratio and otherwise meeting the specified requirements and electing the alternative framework are considered to comply with the applicable regulatory capital requirements, including the risk-based requirements. The community bank leverage ratio was established at 9% Tier 1 capital to total average assets, effective January 1, 2022. In November 2025, the federal banking agencies, including the FDIC, issued a proposed rule to lower the community bank leverage ratio to 8%. A qualifying institution may opt in and out of the community bank leverage ratio framework on its quarterly call report. Fidelity Bank has opted out of the community bank leverage ratio framework.

Capital Distributions. The Federal Deposit Insurance Act (the “FDIA”) generally provides that an insured depository institution may not make any capital distribution if, after making such distribution, the institution would fail to meet applicable regulatory capital requirements. The FDIC also has the authority to deem certain dividends unsafe or unsound practices if the FDIC determines they are excessive in relation to capital and earnings. The FDIC may further restrict the payment of dividends by engaging in supervisory action to restrict dividends or by requiring a bank to maintain a higher level of capital than would otherwise be required under applicable minimum capital requirements.

CRA. All insured depository institutions have a responsibility under the CRA and its implementing regulations to help meet the credit needs of their communities, including low- and moderate-income borrowers, consistent with safe and sound banking operations. The FDIC is required to assess Fidelity Bank’s record of compliance with the CRA. The CRA requires all institutions insured by the FDIC to publicly disclose their rating. Fidelity Bank received a “Satisfactory” CRA rating in its most recent federal examination in January 2025. An institution’s failure to comply with the provisions of the CRA could, at a minimum, result in denial of certain corporate applications such as branches or mergers, or in restrictions on its activities.

The FDIC’s current CRA regulations in effect for banks of Fidelity Bank’s asset size are generally based upon objective criteria of the performance of institutions under two key assessment tests: (i) a lending test; and (ii) a community development test.

Transactions with Affiliates and Loans to Insiders. An insured depository institution’s authority to engage in transactions with its affiliates is generally limited by Sections 23A and 23B of the Federal Reserve Act, as made applicable to Fidelity Bank by Section 18(j) of the FDIA, and by the Federal Reserve Act’s implementing regulation, Regulation W. An affiliate includes, among other things, a company that controls, or is under common control with, an insured depository institution such as Fidelity Bank. FB Bancorp is an affiliate of Fidelity Bank because it controls Fidelity Bank. In general, “covered transactions” between an insured depository institution and its affiliates, as defined by Section 23A and Regulation W, are subject to certain quantitative limits and collateral requirements. “Covered transactions” with affiliates must be consistent with safe and sound banking practices and may not involve the purchase of low-quality assets. Under Section 23B and Regulation W, transactions with affiliates must generally be on terms that are substantially the same, or at least as favorable to, the institution as comparable transactions with or involving non-affiliates.

Fidelity Bank’s authority to extend credit to its and its affiliates’ directors, executive officers and 10% stockholders (insiders), as well as to entities controlled by such insiders (related interests), is governed by the requirements of Sections 22(g) and 22(h) of the Federal Reserve Act, as made applicable to Fidelity Bank through Section 18(j) of the FDIA, and Regulation O of the Federal Reserve Board, as made applicable by FDIC regulation. Among other things, these provisions generally require that extensions of credit to insiders:

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•

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

•

not exceed certain limitations on the amount of credit extended to such insiders and their related interests, individually and in the aggregate, which limits are based, in part, on the amount of Fidelity Bank’s unimpaired capital and unimpaired surplus.

In addition, extensions of credit to insiders or their related interests in excess of certain limits must be approved in advance by a majority of Fidelity Bank’s Board of Directors. Extensions of credit to executive officers are subject to additional limits based on the type of credit extension involved.

Standards for Safety and Soundness. Federal law requires each federal banking agency to prescribe certain safety and soundness standards for the insured depository institutions they supervise. These standards relate to, among other things, internal controls, information and audit systems, loan documentation, credit underwriting, interest rate risk exposure, asset growth, asset quality, earnings, compensation and benefits, and other operational and managerial standards as the agency deems appropriate. Interagency guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. If the appropriate federal banking agency determines that an institution fails to meet any standard prescribed by the guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard. If an institution fails to meet these standards, the appropriate federal banking agency may require the institution to implement an acceptable compliance plan. Failure to implement such a plan can result in further enforcement action, including the issuance of a cease-and-desist order and/or the imposition of civil money penalties.

Prompt Corrective Action. Federal law requires, among other things, that federal banking agencies take “prompt corrective action” with respect to institutions that do not meet minimum capital requirements. For this purpose, the FDIC’s regulations establish five capital categories: (i) well capitalized; (ii) adequately capitalized; (iii) undercapitalized; (iv) significantly undercapitalized; and (v) critically undercapitalized. Under applicable regulations, an institution is deemed to be “well capitalized” if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, a leverage ratio of 5.0% or greater, and a common equity Tier 1 capital ratio of 6.5% or greater. An institution is deemed to be “adequately capitalized” if it has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-based capital ratio of 6.0% or greater, a leverage ratio of 4.0% or greater, and a common equity Tier 1 capital ratio of 4.5% or greater. An institution is deemed to be “undercapitalized” if it has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a leverage ratio of less than 4.0%, or a common equity Tier 1 capital ratio of less than 4.5%. An institution is deemed to be “significantly undercapitalized” if it has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a leverage ratio of less than 3.0%, or a common equity Tier 1 capital ratio of less than 3.0%. An institution is deemed to be “critically undercapitalized” if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2.0%.

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

The FDIC may also appoint a conservator or receiver for an insured state bank on the basis of the institution’s financial condition or upon the occurrence of certain events, including:

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Insolvency, or when the assets of the bank are less than its liabilities to depositors and others;

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Substantial dissipation of assets or earnings through violations of law or unsafe or unsound practices;

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•

Existence of an unsafe or unsound condition to transact business;

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Likelihood that the bank will be unable to meet the demands of its depositors or to pay its obligations in the normal course of business; and

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Insufficient capital, or the incurring or likely incurring of losses that will substantially deplete all of the institution’s capital with no reasonable prospect of replenishment of capital without federal assistance.

Brokered Deposits. The FDIA and FDIC regulations generally limit the ability of an insured depository institution to accept, renew or roll over any brokered deposit unless the institution’s capital category is “well capitalized” or, upon application to and a waiver from the FDIC, “adequately capitalized.” Less-than-well-capitalized banks also are subject to restrictions on the interest rates that they may pay on deposits. The characterization of deposits as “brokered” may result in the imposition of higher deposit assessments on such deposits. As mandated by the Economic Growth Act, the FDIC’s brokered deposit regulations provide a limited exception for reciprocal deposits for banks that are well capitalized and have sufficient supervisory ratings (or are adequately capitalized and have obtained a waiver from the FDIC as mentioned above). Under the limited exception, qualified banks are able to exempt from treatment as “brokered” deposits up to $5 billion or 20 percent of the institution’s total liabilities in reciprocal deposits. The Company does not participate currently in any reciprocal deposit programs.

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

Under the FDIC’s risk-based assessment system, institutions deemed less risky of failure pay lower assessments. Assessments for institutions of less than $10 billion of assets are based on financial measures and supervisory ratings derived from statistical modeling estimating the probability of an institution’s failure within three years. The assessment range (inclusive of possible adjustments) for institutions of Fidelity Bank’s size is currently 2.5 basis points to 32 basis points.

The FDIC has authority to increase insurance assessments. Any significant increases would have an adverse effect on the operating expenses and results of operations of Fidelity Bank. For the year ended December 31, 2025, the FDIC insurance expense for Fidelity Bank was $499 thousand. We cannot predict what assessment rates will be in the future.

Insurance of deposits may be terminated by the FDIC upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, order or condition imposed by, or written agreement entered into with, the FDIC. Fidelity Bank does not know of any practice, condition or violation that may lead to termination of its deposit insurance.

Activity Restrictions on State-Chartered Banks. Federal law and FDIC regulations generally limit the activities and investments of state-chartered FDIC insured banks and their subsidiaries to those permissible for national banks and their subsidiaries, unless such activities and investments are specifically exempted by law or consented to by the FDIC.

Before making a new investment or engaging in a new activity that is not permissible for a national bank or otherwise permissible under federal law or FDIC regulations, an insured bank must seek approval from the FDIC to make such investment or engage in such activity. The FDIC will not approve the activity unless the bank meets its minimum capital requirements and the FDIC determines that the activity does not present a significant risk to the Deposit Insurance Fund. Certain activities of subsidiaries that are engaged in activities permitted for national banks only through a “financial subsidiary” are subject to additional restrictions.

Privacy Regulations. Applicable regulations require Fidelity Bank to disclose its privacy policies, including identifying with whom it shares customers’ “non-public personal information,” to customers at the time of establishing the customer relationship and annually thereafter. Federal regulations also require Fidelity Bank to provide its customers with initial and annual notices that accurately reflect its privacy policies and practices. In addition, Fidelity Bank is required to provide customers with the ability to “opt-out” of having Fidelity Bank share their non-public personal information with unaffiliated third parties before they can disclose such information, subject to certain exceptions.

Cybersecurity Regulations. In 2021, the federal banking agencies adopted rules providing for notification requirements for banking organizations and their service providers for significant cybersecurity incidents. Specifically, the rules require a banking organization to notify its primary federal regulator as soon as possible, and no later than 36 hours after, the banking organization determines that a “computer-security incident” rising to the level of a “notification incident” has occurred. Notification is required for incidents that have materially affected or are reasonably likely to materially affect the viability of a banking organization’s operations, its ability to deliver banking products and services, or the stability of the financial sector. Service providers are required under the rule to notify affected banking organization customers as soon as possible when the provider determines that it has

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experienced a computer-security incident that has materially affected or is reasonably likely to materially affect the banking organization’s customers for four or more hours.

The Bank Secrecy Act and Anti-Money Laundering/Countering the Financing of Terrorism Regulations. Fidelity Bank must comply with the anti-money laundering and countering the financing of terrorism (“AML/CFT”) provisions of the Bank Secrecy Act (the “BSA”) as amended by the USA PATRIOT Act and implementing regulations issued by the FDIC and the Financial Crimes Enforcement Network of the U.S. Department of the Treasury. Together, the BSA and the USA PATRIOT Act require Fidelity Bank to implement an AML/CFT compliance program to detect and prevent money laundering, terrorist financing, and illicit crime, to establish a customer identification program and other internal controls, conduct customer due diligence, administer training, maintain specified records, and report suspicious activity, among other things.

Office of Foreign Assets Control. The U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) is responsible for administering and enforcing economic and trade sanctions against specified foreign parties, including countries and regimes, foreign individuals and other foreign organizations and entities. OFAC publishes lists of prohibited parties that are regularly consulted by Fidelity Bank in the conduct of its business in order to assure compliance. Fidelity Bank is responsible for, among other things, blocking accounts of, and transactions with, prohibited parties identified by OFAC, avoiding unlicensed trade and financial transactions with such parties and reporting blocked transactions after their occurrence. Failure to comply with OFAC requirements could have serious legal, financial and reputational consequences for Fidelity Bank.

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

Consumer Protection and Fair Lending Regulations. Fidelity Bank is subject to a variety of federal and state statutes and regulations that are intended to protect consumers and to prohibit discrimination in the granting of credit. Section 5 of the Federal Trade Commission Act, enforced by the FDIC, prohibits unfair and deceptive acts and practices against consumers. The Equal Credit Opportunity Act and the Fair Housing Act prohibit discrimination based on race or color, religion, national origin, sex, familial status, and other protected bases, in any aspect of a consumer or commercial credit or residential real estate transactions, and in banks’ lending practices. The failure to comply with the Equal Credit Opportunity Act and the Fair Housing Act could result in enforcement actions by the FDIC, as well as other federal or state regulatory agencies and the Department of Justice.

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

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Truth in Lending Act, governing disclosures of credit terms to consumer borrowers;

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Real Estate Settlement Procedures Act, requiring that borrowers for mortgage loans for one- to four-family residential real estate receive various disclosures, including good faith estimates of settlement costs, lender servicing and escrow account practices, and prohibiting certain practices that increase the cost of settlement services;

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

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

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Fair Debt Collection Practices Act, governing the manner in which consumer debts may be collected; and

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

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

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

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

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

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Enforcement. The FDIC has extensive enforcement authority over insured state-chartered savings banks, including Fidelity Bank. This enforcement authority includes, among other things, the ability to assess civil money penalties, issue cease and desist orders and remove directors and officers. In general, these enforcement actions may be initiated in response to violations of law or regulation or to engagement in unsafe or unsound practices.

Federal Home Loan Bank System

As noted above, Fidelity Bank is a member of the Federal Home Loan Bank System. The Federal Home Loan Banks provide central credit facilities primarily for member institutions. Members of a Federal Home Loan Bank are required to acquire and hold shares of capital stock in their Federal Home Loan Bank. Fidelity Bank complied with this requirement to hold shares of the Federal Home Loan Bank of Dallas at December 31, 2025.

Bank Holding Company Regulation

Supervision and Enforcement Authority. FB Bancorp is a bank holding company within the meaning of the BHCA. As such, FB Bancorp is registered with the Federal Reserve Board and is subject to regulations, examinations, supervision and reporting requirements applicable to bank holding companies. In addition, the Federal Reserve Board has enforcement authority over FB Bancorp and its non-bank subsidiaries. The Federal Reserve Board can take informal enforcement actions, including board resolutions or memoranda of understanding, or formal enforcement actions, including written agreements or cease and desist orders, against FB Bancorp. Such actions may require FB Bancorp to take identified corrective actions to address cited concerns and to refrain from taking certain actions. Among other things, the Federal Reserve Board has the power to order a bank holding company or its non-bank subsidiaries to terminate any activity or terminate its ownership or control of such subsidiary when it has reasonable cause to believe that continuation of such activity or such ownership or control constitutes a serious risk to the financial safety, soundness, or stability of any bank subsidiary of that bank holding company.

If FB Bancorp becomes subject to and is unable to comply with the terms of any enforcement actions, supervisory agreements, directives, or orders, then it could become subject to additional, heightened supervisory actions and orders, possibly including prompt corrective action restrictions and/or other regulatory actions, including prohibitions on the payment of dividends on our common stock and preferred stock. If the Federal Reserve Board took such actions, then FB Bancorp could, among other things, become subject to significant restrictions on its ability to develop any new business, as well as restrictions on our existing business, and we could be required to raise additional capital, dispose of certain assets and liabilities within a prescribed period of time, or both. The terms of any such action could have a material negative effect on our business, reputation, operating flexibility, financial condition, and the value of our securities.

Non-Banking Activities. A bank holding company is generally prohibited from engaging in non-banking activities, or acquiring direct or indirect control of more than 5% of the voting securities of any company engaged in non-banking activities. One of the principal exceptions to this prohibition is for activities found by the Federal Reserve Board to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. Some of the principal activities that the Federal Reserve Board has determined by regulation to be so closely related to banking are: (i) making or servicing loans; (ii) performing certain data processing services; (iii) providing securities brokerage services; (iv) acting as fiduciary, investment or financial advisor; (v) leasing personal or real property; (vi) making investments in corporations or projects designed primarily to promote community welfare; and (vii) acquiring a savings association whose direct and indirect activities are limited to those permitted for bank holding companies.

Capital. FB Bancorp is subject to the Federal Reserve Board’s capital adequacy guidelines for bank holding companies (on a consolidated basis). The Dodd-Frank Act required the Federal Reserve Board to promulgate consolidated capital requirements for depository institution holding companies that are no less stringent, both quantitatively and in terms of components of capital, than those applicable to the depository institutions themselves. Consolidated regulatory capital requirements identical to those applicable to the subsidiary banks apply to bank holding companies. However, the Federal Reserve Board has provided a “small bank holding company” exception to its consolidated capital requirements, and legislation and the related issuance of regulations by the Federal Reserve Board increased the threshold for the exception to $3.0 billion, provided that such companies meet certain other conditions such as not engaging in significant non-banking activities. As a result, FB Bancorp will not be subject to the capital requirements until such time as its consolidated assets exceed $3.0 billion or unless otherwise directed by the Federal Reserve Board.

Source of Strength. Under federal law and regulation, bank holding companies must act as a source of strength to their subsidiary depository institutions by providing capital, liquidity, managerial and other support in times of financial stress. This support may be required at times when FB Bancorp may not have the resources to provide support to Fidelity Bank. In the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a bank subsidiary is assumed by the bankruptcy trustee, and entitled to a priority of payment.

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Stock Purchases and Redemptions and Dividends. Under Regulation Y, a bank holding company is generally required to give the Federal Reserve Board prior written notice of any purchase or redemption of its outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the company’s consolidated net worth. The Federal Reserve Board may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe and unsound practice, or would violate any law, regulation, order or directive, or any condition imposed by, or written agreement with, the Federal Reserve Board. There is an exception to this approval requirement for well-capitalized and well-managed bank holding companies that meet certain other conditions.

The Federal Reserve Board has issued supervisory guidance regarding the payment of dividends and the repurchase of shares of common stock by bank holding companies. This guidance provides for regulatory consultation and non-objection under specified circumstances prior to a bank holding company redeeming or repurchasing regulatory capital instruments, including common stock, regardless of the previously referenced notification requirement. In general, the guidance also provides that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the holding company appears consistent with the organization’s capital needs, asset quality and overall financial condition. Regulatory guidance provides for prior regulatory consultation with respect to capital distributions in certain circumstances such as where the holding company’s net income for the past four quarters, net of capital distributions previously paid over that period, is insufficient to fully fund the dividend or the company’s overall rate of earnings retention is inconsistent with the company’s capital needs and overall financial condition. The ability of a holding company to pay dividends may be restricted if a subsidiary bank becomes undercapitalized. These regulations and supervisory policies may affect the ability of FB Bancorp to pay dividends, repurchase shares of common stock or otherwise engage in capital distributions.

U.S. Monetary Policies. We are affected by the monetary and fiscal policies of various agencies of the United States Government, including the Federal Reserve Board. ln view of changing conditions in the national economy and in the money markets, it is impossible for management to accurately predict future changes in monetary policy or the effect of such changes on our business or financial condition.

Louisiana Holding Company Regulation. Under Louisiana law, the LOFI has authority to annually examine bank holding companies that own or control Louisiana savings banks and to issue orders and take other action against such bank holding companies. In addition, bank holding companies must provide the LOFI with a copy of the annual reports they submit to the Federal Reserve Board, and with copies of the reports submitted to the Federal Reserve Board if they are under formal enforcement actions.

Change in Bank Control Act and Bank Holding Company Act Requirements

Under the Change in Bank Control Act, no person or group of persons may acquire “control” of a bank holding company, such as FB Bancorp, unless the Federal Reserve Board has been given 60 days’ prior written notice and has not issued a notice disapproving the proposed acquisition, taking into consideration certain factors, including the financial and managerial resources of the acquirer and the competitive effects of the acquisition. Control, as defined under the Change in Bank Control Act and its implementing regulation, means the power, directly or indirectly, to direct the management or policies of an insured depository institution or owning, controlling, or holding with power to vote 25% or more of any class of voting stock. There is a rebuttable presumption of control if, immediately after the transaction, the acquiring person will own, control, or hold with power to vote 10% or more of a class of voting stock, and (i) if the holding company involved has its shares registered under the Securities Exchange Act of 1934, or (ii) if no other person will own, control or hold the power to vote a greater percentage of that class of voting stock after the acquisition.

In addition, the BHCA prohibits any company from acquiring control of a bank or bank holding company, or ownership or control of any voting shares of any bank or bank holding company if after such acquisition it would own or control, directly or indirectly, more than 5.0% of the voting shares of such bank or bank holding company, without first having obtained the approval of the Federal Reserve Board. Among other circumstances, under the BHCA, a company has control of a bank or bank holding company if the company owns, controls, or has power to vote 25% or more of any class of voting securities of the bank or bank holding company, controls in any manner the election of a majority of directors or trustees of the bank or bank holding company, or the Federal Reserve Board has determined, after notice and opportunity for hearing, that the company directly or indirectly exercises a controlling influence over the management or policies of the bank or bank holding company. The Federal Reserve Board has established presumptions of control under which the acquisition of control of 5% or more of a class of voting securities of a bank holding company, together with other factors enumerated by the Federal Reserve Board, could constitute the acquisition of control of a bank or bank holding company for purposes of the BHCA. In approving bank or bank holding company acquisitions, the Federal Reserve Board is required to consider, among other things, the effect of the acquisition on competition, the financial condition, managerial resources and future prospects of the bank holding company and the banks concerned, the convenience and needs of the communities to be served (including the record of performance under the CRA), the effectiveness of the applicant in combating

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money laundering activities and the extent to which the proposed acquisition would result in greater or more concentrated risks to the stability of the U.S. banking or financial system. Fidelity Bank’s ability to make future acquisitions will depend on its ability to obtain approval for such acquisitions from the Federal Reserve Board. The Federal Reserve Board could deny our application based on the above criteria or other considerations.

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

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

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

A company loses emerging growth company status on the earlier of: (1) the last day of the fiscal year of the company during which it had total annual gross revenues of $1.07 billion or more; (2) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the company pursuant to an effective registration statement under the Securities Act; (3) the date on which such company has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or (4) the date on which such company is deemed to be a “large accelerated filer” under Securities and Exchange Commission regulations (generally, a “large accelerated filer” is defined as a corporation with at least $700 million of voting and non-voting equity held by non-affiliates).

TAXATION

Federal Taxation

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

Method of Accounting. For federal income tax purposes, Fidelity Bank currently reports its income and expenses on the accrual method of accounting and uses a tax year ending December 31 for filing its federal income tax returns. The Small Business Protection Act of 1996 eliminated the use of the reserve method of accounting for bad debt reserves by savings institutions, effective for taxable years beginning after 1995.

Minimum Tax. The alternative minimum tax, or “AMT” , for corporations has been repealed for tax years beginning after December 31, 2017. Any unused minimum tax credit of a corporation may be used to offset regular tax liability for any tax year. In addition, a portion of unused minimum tax credit was refundable in 2018 through 2021. The refundable portion is 50% (100% in 2021) of the excess of the minimum tax credit for the year over any credit allowable against regular tax for that year. At December 31, 2025, Fidelity Bank had no minimum tax credit carryforward.

Net Operating Loss Carryovers. Generally, a corporation may carry forward net operating losses generated in tax years beginning after December 31, 2017 indefinitely and can offset up to 80% of taxable income. At December 31, 2024, Fidelity Bank had no net operating loss carryforwards.

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Capital Loss Carryovers. Generally, a corporation may carry back capital losses to the preceding three taxable years and forward to the succeeding five taxable years. Any capital loss carryback or carryover is treated as a short-term capital loss for the year to which it is carried. As such, it is grouped with any other capital losses for the year to which carried and is used to offset any capital gains. Any un-deducted loss remaining after the five-year carryover period is not deductible. At December 31, 2024, Fidelity Bank had no capital loss carryovers.

Corporate Dividends. FB Bancorp may generally exclude from its income 100% of dividends received from Fidelity Bank as a member of the same affiliated group of corporations.

Audit of Tax Returns. Fidelity Bank’s federal income tax returns have not been audited in the most recent five-year period.

State Taxation

Fidelity Bank is subject to Louisiana taxation in the same general manner as other financial institutions. In particular, Fidelity Bank is subject to the Louisiana bank shares tax. It is exempt from the Louisiana corporation income and franchise tax.

FB Bancorp is subject to the Louisiana Corporation Income Tax based on its Louisiana taxable income. The Corporation Income Tax applies at graduated rates from 3.5% on the first $50,000 of Louisiana taxable income, 5.5% on the next $100,000 of Louisiana taxable income, and 7.5 % on the excess Louisiana taxable income over $150,000. For these purposes, “Louisiana taxable income” means net income which is earned within or derived from sources within the State of Louisiana, after adjustments permitted under Louisiana law, including a federal income tax deduction. FB Bancorp will file its Louisiana corporation income tax return on a separate corporation basis. Because Fidelity Bank is subject to the Louisiana bank shares tax, it is exempt from the Louisiana corporation income and franchise tax. Any future dividends paid by Fidelity Bank to FB Bancorp will not be included in the Louisiana taxable income of FB Bancorp.

The Louisiana bank shares tax is imposed on the assessed value of Fidelity Bank’s retained earnings and, following the conversion and stock offering, on its retained earnings and capital stock accounts. The formula for deriving the assessed value is to calculate 15% of the sum of:

(i) 20% of Fidelity Bank’s capitalized earnings, plus

(ii) 80% of Fidelity Bank’s taxable stockholders’ equity, minus

(iii) 50% of Fidelity Bank’s real and personal property assessment.

Various items may also be subtracted in calculating Fidelity Bank’s capitalized earnings. Following the conversion and stock offering, our Louisiana bank shares tax liability significantly increased on an annual basis.

As a Maryland corporation, FB Bancorp is required to file an annual report with and pay personal property taxes to the State of Maryland.

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Item 1A. Risk Factors.

Risks Related to Our Lending Activities

The Company’s commercial real estate loans involve credit risks that could adversely affect its financial condition and results of operations.

At December 31, 2025, commercial real estate loans totaled $248.7 million, or 33.4% of the Company’s loan portfolio. Commercial real estate loans generally have large balances and depend on the underlying collateral. Because the repayment of commercial real estate loans depends on the successful management and operation of the borrower’s properties or related businesses, their repayment can be affected by adverse conditions in the local real estate market or economy. A downturn in the real estate market or the local economy could adversely impact the value of properties securing the loan or the revenues from the borrower’s business, thereby increasing the risk of non-performing loans. The Company intends to increase its commercial real estate loan portfolios which may increase the corresponding risks and potential for losses from these loans.

The Company’s commercial loans involve credit risks that could adversely affect its financial condition and results of operations.

At December 31, 2025, commercial loans totaled $92.2 million, or 12.4% of the Company’s loan portfolio. Unlike residential real estate loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment or other income, and which are secured by real property whose value tends to be more easily ascertainable, commercial loans are of higher risk and typically are made on the basis of the borrower’s ability to make repayment from the cash flows of the borrower’s business, and the collateral securing these loans may fluctuate in value. Further, any collateral securing commercial loans may depreciate over time, may be difficult to appraise and may fluctuate in value. As a result, the availability of funds for the repayment of commercial loans may depend substantially on the success of the business itself. The Company intends to increase its commercial loan portfolios and as it increases, the corresponding risks and potential for losses from these loans may also increase.

The unseasoned nature of recently originated loans, in particular, commercial real estate and commercial loans, may result in changes in estimating collectability, which may lead to additional provisions or charge-offs, which could hurt the Company’s profits.

The Company continues to seek to grow and diversify its loan portfolio prudently by increasing the origination of commercial real estate and commercial loans in an effort to increase the overall loan portfolio yield. Pursuant to this strategy, Fidelity Bank’s average balance of loans held for investment during the year ended December 31, 2025, increased by $48.7 million, or 6.8%, compared to the same period in 2024. While to date, the Company has not incurred any losses with regard to loans originated during this period, this portion of the loan portfolio is unseasoned and does not provide the Company with a significant payment history pattern from which to judge future collectability, especially in the event of a future period of declining and unfavorable or recessionary economic conditions. As a result, it may be difficult to predict the future performance of this part of the Company’s loan portfolio. These more recently originated loans may have delinquency or charge-off levels above the Company’s historical experience, which could adversely affect its future financial performance. Further, commercial real estate and commercial loans generally have larger balances and involve a greater risk than one- to four-family residential mortgage loans. Accordingly, if the Company makes any errors in judgment in the collectability of these loans, any resulting charge-offs may be larger on a per loan basis than those incurred historically with its residential mortgage loan or consumer loan portfolios.

If the Company’s allowance for credit losses is not sufficient to cover actual loan losses, its earnings could decrease.

The Company makes various assumptions and judgments about the collectability of its loan portfolio, including the creditworthiness of its borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of its loans. In determining the amount of the allowance for credit losses, The Company reviews its current loans, analyzes its historical and current losses and delinquencies, and evaluates market and national economic conditions. If the Company’s assumptions or the results of its analyses are incorrect, its allowance for credit losses may not be sufficient to cover losses inherent in its loan portfolio, resulting in additions to its allowance. In addition, the Company’s emphasis on loan growth and on increasing its portfolios of commercial real estate and commercial loans, as well as any future credit deterioration, could require the Company to increase its allowance for credit losses in the future. Material additions to the Company’s allowance would materially decrease its net income.

The implementation of the Current Expected Credit Loss, referred to as “CECL” throughout this document, standard became effective for Fidelity Bank on January 1, 2023. CECL requires financial institutions to determine periodic estimates of lifetime expected credit losses on loans, and recognize the expected credit losses as allowances for credit losses. Accordingly, the Company changed its

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method of providing allowances for loan losses that are incurred or probable, which required the Company to increase its allowance for credit losses, and to greatly increase the types of data it must collect and review to determine the appropriate level of the allowance for credit losses.

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

The geographic concentration of the Company’s loan portfolio and lending activities makes the Company vulnerable to a downturn in the local economy.

The Company primarily serves individuals and businesses located in the Southern Louisiana and the New Orleans metropolitan area, the Florida panhandle, and Mississippi. At December 31, 2025, approximately $486.1 million, or 65.3%, of loans held for investment were originated in the New Orleans and North Shore New Orleans metropolitan area. These loans are primarily secured by real estate in these market areas. Therefore, our success is largely dependent on the economic conditions, including employment levels, population growth, income levels, savings trends and government policies in these market areas. Although the Company’s loan portfolio has very limited exposure to commercial office space in downtown New Orleans, increased vacancies in this market resulting in depressed prices could further effect on the New Orleans metropolitan area. Moreover, the continued trend of hybrid and remote work would likely result in increased vacancy rates in commercial office space throughout the New Orleans metropolitan area which could also negatively affect the demand for retail occupancy and sales in surrounding areas, any of which could adversely affect the value of the properties used as collateral for such loans. Similarly, weaker economic conditions caused by recessions, unemployment, inflation, a decline in real estate values or other factors beyond the Company’s control may adversely affect the ability of its borrowers to service their debt obligations and could result in higher loan and lease losses and lower net income for the Company.

Although there is not a single employer or industry in the Company’s market areas on which a significant number of its customers are dependent, the Company is still vulnerable to a downturn in the local economy and real estate markets. Decreases in local real estate values caused by economic conditions or other events could adversely affect the value of the property used as collateral for our loans, which could cause the Company to realize a loss in the event of a foreclosure.

A worsening of business and economic conditions generally or specifically in the principal markets in which the Company conduct business could have adverse effects on its business, including the following:

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a decrease in the demand for, or the availability of, loans and other products and services offered by us;

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a decrease in the value of our loans or other assets secured by residential or commercial real estate;

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a decrease in interest income from variable rate loans due to declines in interest rates; and

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an increase in the number of customers and counterparties who become delinquent, file for protection under bankruptcy laws or default on their loans or other obligations to the Company, which could result in a higher level of non-performing assets, net charge-offs, provisions for credit losses, and valuation adjustments on loans held for sale.

Moreover, a significant decline in general economic conditions, caused by inflation, recession, acts of terrorism, an outbreak of hostilities or other international or domestic calamities, unemployment, public health crises or other factors beyond the Company’s control could further impact these local economic conditions and could further negatively affect the financial results of its banking operations. In addition, deflationary pressures, while possibly lowering our operating costs, could have a significant negative effect on the Company’s borrowers, especially its business borrowers, and the values of underlying collateral securing loans, which could negatively affect the Company’s financial performance. In the event of severely adverse business and economic conditions generally, or specifically in the principal markets in which we conduct business, there can be no assurance that the federal government and the Federal Reserve Board would intervene. If economic conditions worsen or volatility increases, the Company’s business, financial condition and results of operations could be materially adversely affected.

The Company is subject to environmental liability risk associated with lending activities or properties it owns.

A significant portion of the Company’s loan portfolio is secured by real estate, and the Company could become subject to environmental liabilities with respect to one or more of these properties, or with respect to properties that the Company owns in operating

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

Risks Related to Market Interest Rates

Inflationary pressures and rising prices may affect our results of operations and financial condition.

Inflation rose sharply at the end of 2021 and remained at an elevated level through 2025. Small to medium-sized businesses may be impacted more during periods of high inflation as they are not able to leverage economies of scale to mitigate cost pressures compared to larger businesses. Consequently, the ability of our business customers to repay their loans may deteriorate, and in some cases this deterioration may occur quickly, which would adversely impact our results of operations and financial condition. Furthermore, a prolonged period of inflation could cause wages and other costs to the Company to increase, which could adversely affect our results of operations and financial condition.

Hedging against interest rate exposure may adversely affect our earnings.

We employ various financial risk methodologies that limit, or “hedge,” the adverse effects of rising or decreasing interest rates on our residential mortgage loans held for sale. One of our hedging strategies is to enter into forward commitments for the future delivery of residential mortgage bonds to hedge the effect of changes in interest rates ahead of the funding of the loans. Our hedging activity varies based on the level and volatility of interest rates and other changing market conditions, and interest rate hedging may fail to protect the Company from loss. Moreover, hedging activities could result in losses if the event against which we hedge does not occur. Additionally, interest rate hedging could fail to protect the Company or adversely affect the Company because, among other things:

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available interest rate hedging may not correspond directly with the interest rate risk for which protection is sought;

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the duration of the hedge may not match the duration of the related liability;

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the party owing money in the hedging transaction may default on its obligation to pay;

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the credit quality of the party owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction;

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the value of derivatives used for hedging may be adjusted from time to time in accordance with accounting rules to reflect changes in fair value; and/or

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downward adjustments, or “mark-to-market” losses, would reduce our stockholders’ equity.

Our securities portfolio performance in difficult market conditions could have adverse effects on our results of operations.

Unrealized losses on investment securities result from changes in credit spreads and liquidity issues in the marketplace, along with changes in the credit profile of individual securities issuers. Under GAAP, we are required to review our investment portfolio periodically for the presence of credit losses of our securities, taking into consideration current and future market conditions, the extent and nature of changes in fair value, issuer rating changes and trends, volatility of earnings, current analysts’ evaluations, our ability and intent to hold investments until a recovery of fair value, as well as other factors. Adverse developments with respect to one or more of the foregoing factors may require the Company to deem particular securities to be impaired, with the credit-related portion of the reduction in the value recognized as a charge to our earnings through an allowance. Subsequent valuations, in light of factors prevailing at that time, may result in significant changes in the values of these securities in future periods. Any of these factors could require the

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Company to recognize further impairments in the value of our securities portfolio, which may have an adverse effect on our results of operations in future periods.

Future changes in interest rates could reduce our profits and asset values.

Net income is the amount by which net interest income and non-interest income exceed non-interest expense and the provision for credit losses. Net interest income makes up a majority of our income and is based on the difference between:

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

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

A substantial portion of our loans are fixed-rate loans, and we generally do not sell the loans we originate. Furthermore, the rates we earn on our other interest-earning assets and the rates we pay on our interest-bearing liabilities are generally fixed for a contractual period of time. Like many savings banks, our interest-bearing liabilities generally have shorter contractual maturities than our interest-earning assets. This imbalance can create significant earnings volatility because market interest rates change over time. In a period of rising interest rates, the interest income we earn on our assets may not increase as rapidly as the interest we pay on our liabilities. In a period of declining interest rates, the interest income we earn on our assets may decrease more rapidly than the interest we pay on our liabilities, as borrowers prepay mortgage loans, and mortgage-backed securities and callable investment securities are called, requiring the Company to reinvest those cash flows at lower, current interest rates.

In addition, changes in interest rates can affect the average life of loans and mortgage-backed and related securities. A decline in interest rates results in increased prepayments of loans and mortgage-backed and related securities as borrowers refinance their debt to reduce their borrowing costs. This creates reinvestment risk, which is the risk that we may not be able to reinvest prepayments at rates that are comparable to the rates we earned on the prepaid loans or securities. Furthermore, an inverted interest rate yield curve, where short-term interest rates (which are usually the rates at which financial institutions borrow funds) are higher than long-term interest rates (which are usually the rates at which financial institutions lend funds for fixed-rate loans) can reduce a financial institution’s net interest margin and create financial risk for financial institutions that originate longer-term, fixed rate mortgage loans.

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

We monitor interest rate risk through the use of simulation models, including estimates of the amounts by which the fair value of our assets and liabilities (our economic value of equity or “EVE”) and our net interest income would change in the event of a range of assumed changes in market interest rates. At December 31, 2025, we estimate that we would experience a 11.74% decrease in EVE in the event of an instantaneous 200 basis point increase in interest rates, and a 10.02% increase in EVE in the event of an instantaneous 200 basis point decrease in market rates.

Risks Related to Our Business Strategy and Operational Matters

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

Our business strategy includes growth in assets, deposits and the scale of our operations. Achieving such growth will require the Company to attract customers that currently bank at other financial institutions in our market area. Our ability to successfully grow will depend on a variety of factors, including our ability to attract and retain experienced bankers, the continued availability of desirable business opportunities and the level of competition from other financial institutions. Growth opportunities may not be available or we may not be able to manage our growth successfully. If we do not manage our growth effectively, our financial condition and operating results could be negatively affected. Furthermore, there can be considerable costs involved in expanding lending capacity, and generally a period of time is required to generate the necessary revenues to offset these costs, especially in areas in which we do not have an established presence. Accordingly, any such business expansion can be expected to negatively impact our earnings until certain economies of scale are reached.

Development of new products and services may impose additional costs on the Company and may expose the Company to increased operational risk.

The introduction of new products and services can entail significant time and resources, including regulatory approvals. Substantial risks and uncertainties are associated with the introduction of new products and services, including technical and control requirements that may need to be developed and implemented, rapid technological change in the industry, our ability to access technical

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and other information from its clients, the significant and ongoing investments required to bring new products and services to market in a timely manner at competitive prices and the preparation of marketing, sales and other materials that fully and accurately describe the product or service and its underlying risks. Our failure to manage these risks and uncertainties also exposes the Company to enhanced risk of operational lapses which may result in the recognition of financial statement liabilities. Regulatory and internal control requirements, capital requirements, competitive alternatives, vendor relationships and shifting market preferences may also determine if such initiatives can be brought to market in a manner that is timely and attractive to our clients. Products and services relying on internet and mobile technologies may expose the Company to fraud and cybersecurity risks. Failure to successfully manage these risks in the development and implementation of new products or services could have a material adverse effect on our business and reputation, as well as on its consolidated results of operations and financial condition.

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

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

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

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

We outsource a majority of our data processing requirements to third-party providers. Accordingly, our operations are exposed to the risk that these vendors will not perform in accordance with our contractual agreements with them, or we also could be adversely affected if such an agreement is not renewed by the third-party vendor or is renewed on terms less favorable to us. If our third-party providers encounter difficulties, or if we have difficulty communicating with those service providers, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely affected, which could have a material adverse effect on our financial condition and results of operations. Threats to information security also exist in the processing of customer information through various other vendors and their personnel, and our third-party service providers may be vulnerable to unauthorized access, computer viruses, phishing schemes and other security breaches. We may have to expend additional resources to protect against the threat of such security breaches and computer viruses, or to alleviate problems caused by such security breaches or viruses. To the extent that the activities of our third-party service providers or the activities of our customers involve the storage and transmission of confidential information, security breaches and viruses could expose the Company to claims, regulatory scrutiny, litigation costs and other possible liabilities. To our knowledge, the services and programs provided to the Company by third parties have not experienced any material security breaches. However, the existence of cyber-attacks or security breaches at third parties with access to our data, such as vendors, may not be disclosed to the Company in a timely manner.

Artificial Intelligence presents risks and challenges that may adversely affect our business.

Many companies in the finance industry including us and our vendors have begun incorporating artificial intelligence (“AI”) software and applications into our business activities in order to increase productivity. The AI industry worldwide is developing rapidly, as is the legal and regulatory environment around its use. Reliance on AI therefore presents risks and challenges as we adapt to evolving rules and regulations, concerns regarding data privacy and misuse of intellectual property, and data biases and accuracy of responses to

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inquiries during use. These potential issues could raise compliance costs and increase security and liability concerns, which may reduce any productivity gained through its use. The complexity surrounding AI use makes it difficult to know the expected impact on our business.

Our business may be adversely affected by an increasing prevalence of fraud and other financial crimes.

Our loans to businesses and individuals and our deposit relationships and related transactions are subject to exposure to the risk of loss due to fraud and other financial crimes. Nationally, reported incidents of fraud and other financial crimes have increased. To our knowledge, we have not experienced material losses due to apparent fraud or other financial crimes. While we have policies and procedures designed to prevent such losses, losses may still occur.

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

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

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

We depend on the services of the members of our senior management team who direct our strategy and operations. Our executive officers and lending personnel possess substantial expertise, extensive knowledge of our markets, and key business relationships. Our loss of these persons, or our inability to hire additional qualified personnel, could impact our ability to implement our business strategy and could have a material adverse effect on our results of operations and our ability to compete in our markets.

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

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

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

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

Risks Related to Laws and Regulations

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

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

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

The USA PATRIOT and Bank Secrecy Acts require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are suspected, financial institutions are obligated to file suspicious activity reports with the U.S. Treasury’s Office of Financial Crimes Enforcement Network. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure to comply with these regulations could result in fines or sanctions, including restrictions on pursuing acquisitions or establishing new branches. The policies and procedures we have adopted that are designed to assist in compliance with these laws and regulations may not be effective in preventing violations of these laws and regulations. Furthermore, these rules and regulations continue to evolve and expand. We have not been subject to fines or other penalties or suffered business or reputational harm as a result of money laundering or terrorist activities in the past.

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

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

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

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