Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This discussion and analysis reflect certain information contained in our financial statements and other relevant statistical data, and is intended to enhance your understanding of our financial condition and results of operations. You should read the information in this section in conjunction with the business and financial information regarding FB Bancorp provided in this Annual Report on Form 10-K, including the financial statements, which appear beginning on page F-1 herein.
Overview
FB Bancorp conducts its operations primarily through Fidelity Bank. 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 real estate loans, commercial real estate loans, commercial loans, home equity loans and lines of credit, consumer loans and construction loans. We also invest in securities, which have historically consisted primarily of mortgage-backed securities and obligations issued by U.S. government sponsored enterprises. We offer a variety of deposit accounts including negotiable orders of withdrawal, which we refer to as “NOW” , savings accounts, money market accounts and certificate of deposit accounts. Fidelity Bank is subject to comprehensive regulation and examination by the LOFI and the FDIC and FB Bancorp is subject to comprehensive regulation and examination by the Federal Reserve Board.
Our results of operations depend primarily on our net interest income. Net interest income is the difference between the interest income we earn on our interest-earning assets and the interest we pay on our interest-bearing liabilities. Our results of operations also are affected by our provisions for credit losses, non-interest income and non-interest expenses. Non-interest income currently consists primarily of service charges on deposit accounts, gain on the resale of mortgage loans and mortgage servicing rights and other service charges and fees. Non-interest expenses currently consist primarily of expenses related to salaries and employee benefits, occupancy and equipment, data processing, advertising and marketing, amortization of mortgage servicing rights, and other expenses.
Our results of operations also may be affected significantly by general and local economic and competitive conditions, changes in market interest rates, governmental policies and actions of regulatory authorities.
Business Strategy
Our principal objective is to build long-term value for our stockholders by operating a profitable community-oriented financial institution dedicated to meeting the banking needs of our customers by emphasizing personalized and efficient customer service. Highlights of our current business strategy include:
Continuing to seek to grow and diversify our loan portfolio prudently by increasing originations of commercial real estate and commercial loans in an effort to increase the overall loan portfolio yield. We intend to continue to prudently increase our originations of commercial real estate and commercial loans in order to diversify our loan portfolio and increase yield. At December 31, 2025, commercial real estate loans amounted to $248.7 million, or 33.4% of total loans and commercial loans amounted to $92.2 million, or 12.4% of total loans.
Continuing to seek ways to decrease the cost of product delivery and increase operating efficiency. The sale of NOLA Lending Group allowed the Company to exit a business segment that had lost approximately $2.7 million in 2025 and reduce total employees by approximately 108 individuals. This allows the Company to focus on its core banking segment. Increased efficiency is still a business strategy through asset growth, more efficient use of third party vendors, staffing level adjustments, and disciplined capital expenditures.
Maintaining our strong asset quality through conservative loan underwriting. We intend to maintain strong asset quality through what we believe are our conservative underwriting standards and credit monitoring processes. At December 31, 2025, our non-performing loans totaled 2.27% of total loans.
Continuing to attract and retain customers in our current market areas and growing our low-cost “core” deposit base while expanding our offices and banking activity in the Baton Rouge and Lafayette, Louisiana markets. We consider our core deposits to include NOW accounts, statement savings accounts, money market accounts, and other savings deposit accounts. We will continue our efforts to increase our core deposits to provide a stable source of funds to support loan growth at costs consistent with improving our interest rate spread and net interest margin. Core deposits totaled $482.9 million, or 57.4% of total deposits, at December 31, 2025. We have expanded our deposit and lending activities into the Baton Rouge and Lafayette, Louisiana markets over the last several years, including the hiring of Market Area Presidents and lending teams and we anticipate that these efforts will continue.
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Continuing to implement and invest in both our online banking infrastructure and our fully digital bank (“Andi”) in order to meet current customer needs as well as expand our customer base in existing and new markets. We are expanding our online banking infrastructure for consumer and commercial customers to meet existing and prospective customer expectations with digital deposit products, lending products and financial wellness products. We have also established a fully digital, online-only bank, called Andi, as a division of Fidelity Bank.
Remaining a community-oriented institution relying on high quality service to maintain and build a loyal local customer base. We have been operating continuously in southern Louisiana since 1908. Through the goodwill we have developed over years of providing timely, efficient banking services, we believe that we have been able to attract a loyal base of local retail customers on which we hope to continue to build our banking business.
Continuing to grow through organic growth while also considering opportunistic acquisitions or branching. We intend to grow our assets organically on a managed basis, and the capital we raised in the stock offering will enable us to increase our lending and investment capacity. In addition to organic growth, we may also consider expansion opportunities in our market areas or in contiguous markets that we believe would enhance both our franchise value and stockholder returns. These opportunities may include acquiring other financial institutions and/or establishing loan production offices, establishing new or de novo branch offices, and/or acquiring branch offices. The capital we raised in the stock offering would help us fund any such opportunities that may arise. We have no current plans or intentions regarding any such expansion activities.
These strategies guided our investment of the net proceeds of the stock offering. We intend to continue to pursue these business strategies, subject to changes necessitated by future market conditions, regulatory restrictions and other factors.
Critical Accounting Policies and Use of Critical Accounting Estimates
The discussion and analysis of the financial condition and results of operations are based on our financial statements, which are prepared in conformity with GAAP. The preparation of these financial statements requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of income and expenses. We consider the accounting policies discussed below to be critical accounting policies. The estimates and assumptions that we use are based on historical experience and various other factors and are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions, resulting in a change that could have a material impact on the carrying value of our assets and liabilities and our results of operations. Facts and circumstances that could affect these judgments include, but are not limited to, changes in interest rates, changes in the performance of the economy and changes in the financial condition of borrowers.
The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company,” we may delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We intend to take advantage of the benefits of this extended transition period. Accordingly, our financial statements may not be comparable to companies that comply with such new or revised accounting standards.
The following represent our critical accounting policies:
Allowance for Credit Losses. The allowance for credit losses is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Management estimates the allowance for credit losses balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in unemployment rates, property values, or other relevant factors. The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist.
Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not also included in the collective evaluation. When management determines that foreclosure is probable or the borrower is experiencing financial difficulty where repayment is expected to be provided substantially through the operation or sale of collateral, expected credit losses are based on the fair value of the collateral adjusted for selling costs as appropriate.
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The evaluation of the adequacy of loan collateral is often based upon estimates and appraisals. Because of changing economic conditions, the valuations determined from such estimates and appraisals may also change. Accordingly, the Bank may ultimately incur losses which vary from management’s current estimates. Adjustments to the allowance for credit losses are reported in the period such adjustments become known or are reasonably estimable.
Deferred Tax Assets. Income taxes are accounted for under the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50%. Deferred tax assets are reduced by a valuation allowance, if based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.
Fair Value Measurements. Fair values of financial instruments are estimated using relevant market information and other assumptions. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates. The fair value estimates of existing on- and off-balance sheet financial instruments do not include the value of anticipated future business or the value of assets and liabilities not considered financial instruments.
Comparison of Financial Condition at December 31, 2025 and December 31, 2024
Total Assets. Total assets were $1.26 billionat December 31, 2025, anincrease of $34.5 million, or 2.82%, from $1.22 billion at December 31, 2024. The increase was primarily due to growth primarily in securities available for sale, partially offset by decreases in cash equivalents and loans held for investment.
Interest-Bearing Deposits at Other Financial Institutions.Interest-bearing deposits at other financial institutions decreased by $41.6 million, or 45.22%, to $50.4 million at December 31, 2025 from $92.0 million at December 31, 2024. The decrease was primarily due to securities available for sale purchases and $22.2 million in common stock repurchases, pursuant to our outstanding stock repurchase program.
Available-for-Sale Investment Securities. Investment securities were $326.3 million at December 31, 2025, an increase of $82.2 million, or 33.68%, from $244.1 million at December 31, 2024. The increase was primarily due to purchases totaling $112.3 million during 2025.
The weighted average yield on investment securities was 3.79% for the year ended December 31, 2025, compared to 3.68% for the year ended December 31, 2024, reflecting the increase in market rates of interest between the periods.
Loans Held for Investment, Net. Loans held for investment, net, were $737.7 million at December 31, 2025, a decrease of $13.0 million, or 1.73%, from $750.7 million at December 31, 2024 due to reduced loan demand in the second half of 2025.
The largest loan category increases came from the commercial and commercial real estate loan portfolios. This portfolio grew $4.9 million, or 1.46%, and reflects management’s strategy to grow commercial loans, including our expanded lending activities into the Baton Rouge and Lafayette markets in Louisiana.
Deposits. Deposits increased by $40.7 million, or 5.08%, to $841.4 million at December 31, 2025 from $800.7 million at December 31, 2024. Core deposits (defined as all deposits other than certificates of deposit) decreased $2.0 million, or 0.41%, to $482.9 million at December 31, 2025 from $484.9 million at December 31, 2024. Certificates of deposit increased $42.6 million, or 13.50%, to $358.5 million at December 31, 2025 from $315.9 million at December 31, 2024. Our certificates of deposit included $89.6 million in wholesale and brokered certificates of deposit at December 31, 2025 and $106.0 million at December 31, 2024. Such deposits generally tend to be at higher yields than other types of deposits and generally do not represent direct customer relationships, but are utilized, in part, to fund loan originations and security purchases. Approximately $27.0 million of the 2025 total deposits increases came from the new Lafayette branch opened in August 2025.
Total Equity. Total equity decreased $11.8 million, or 3.62%, to $314.5 million at December 31, 2025 from $326.3 million at December 31, 2024. The decrease resulted primarily from common stock repurchases totaling $22.2 million, offset by retained earnings and decreases of unrealized losses of securities available for sale. For more information about changes to total equity, see the Consolidated Statement of Changes in Stockholders’ Equity statement as included with the financial statements, which appear beginning on page F-1 herein.
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Average Balances Sheets. The following table sets forth average balance sheets, average yields and costs, and certain other information for the periods indicated. No tax-equivalent yield adjustments have been made, as the effects would be immaterial. Average yields include the effect of net deferred fee income, discounts and premiums that are amortized or accreted to interest income or interest expense. Average balances are calculated using daily average balances.
For the twelve months ended December 31,
(Dollars in thousands)
Interest-earning assets:
Non-interest-earning assets:
Allowance for credit losses (6,222 ) (6,065 )
Interest-bearing liabilities:
Non-interest:
Net interest rate spread (2) 3.78 % 3.76 %
Net yield on interest-earning assets (3) 4.57 % 4.36 %
(3) Represents net interest income divided by average interest-earning assets.
Rate/Volume Analysis
The following table presents the effects of changing rates and volumes on our net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The total column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately based on the changes due to rate and the changes due to volume. There were no out-of-period items or adjustments required to be excluded from the table below.
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Twelve months ended December 31, 2025 vs. Twelve months ended December 31, 2024
Increase (Decrease) Due to TotalIncrease(Decrease)
Volume Rate
(In thousands)
Interest-earning assets:
Cash and cash equivalents $ 325 $ (501 ) $ (176 )
Interest-bearing liabilities:
Interest-bearing demand deposits (10 ) 12 2
Interest-bearing savings and money market deposits 46 862 908
Comparison of Operating Results From Continuing Operations for the Years Ended December 31, 2025 and 2024
General. Net income from continuing operations of $3.9 million was recorded for the year ended December 31, 2025, an increase of $2.4 million, or 161.43%, from net income from continuing operations of $1.5 million for the year ended December 31, 2024. The increase in net income was primarily due to an increase of $6.6 million, or 15.82%, in net interest income partially offset by a $2.7 million, or 6.40%, increase in total non-interest expenses.
Interest Income. Interest income increased $4.9 million, or 8.10%, to $65.9 million for the year ended December 31, 2025, compared to $60.9 million for the year ended December 31, 2024. This increase was attributable to an increase in total average earning assets and an increased yield on investments available for sale.
The average balance of loans held for investment during the year ended December 31, 2025 increased $48.7 million, or 6.81%, while the average yield on loans decreased to 7.16% for the year ended December 31, 2025, from 7.20% for the year ended December 31, 2024. The decrease in average yield on loans was due to decreasing rates on loans tied to the prime rate, partially offset by commercial fixed rate pricing. The prime rate fell by 0.75% during 2025.
The average balance of investment securities increased $27.0 million, or 10.93%, to $274.0 million for the year ended December 31, 2025 from $247.0 million for the year ended December 31, 2024, while the average yield on investment securities increased to 3.79% for the year ended December 31, 2025 from 3.68% for the year ended December 31, 2024. The increase in the average yield on securities was due primarily to the increase in market rates of interest between the periods.
The average balance of interest earning cash and cash equivalents increased $6.9 million, or 9.44%, for the year ended December 31, 2025, while the average yield decreased to 4.07%for the year ended December 31, 2025 from 4.69% for the year ended December 31, 2024. The average yield on cash and cash equivalents reflected the decreases in overnight interest paid at the Federal Reserve.
Interest Expense. Total interest expense decreased $1.6 million, or 8.38%, to $17.8 million for the year ended December 31, 2025, from $19.4 million for the year ended December 31, 2024. The decrease was primarily due to a decrease in the average balance of borrowed funds of $113.5 million, or 63.15%, due to the retirement of borrowings late in 2024 funded by cash received from the stock offering. Interest expense for total deposits increased $3.9 million, or 35.25%, to $15.1 million for the year ended December 31, 2025, from $11.2 million for the year ended December 31, 2024. The cost of deposits increased to 2.18% for the year ended December 31, 2025 from 1.80% for the year ended December 31, 2024, reflecting the increase in the average balances of certificates of deposits of 25.59% for the year ending December 31, 2025.
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Net Interest Income. Net interest income increased $6.6 million, or 15.82%, to $48.0 million for the year ended December 31, 2025, from $41.4 million for the year ended December 31, 2024. The increase was due to growth in total average earning assets, growth in the yield of investments available for sale, and the decrease in the average balance of other borrowed funds.
Provision for Credit Losses. There was a $1.7 million provision for credit losses for the year ended December 31, 2025 compared to a $1.5 million provision for the year ended December 31, 2024, representing a 12.42% increase. The increase in the provision for credit losses was due primarily to an increase in non-performing loans. The allowance for credit losses was $6.3million and $6.2 million for the years ended December 31, 2025 and 2024, respectively, and represented 0.85% of total loans at December 31, 2025 and 0.82% of total loans at December 31, 2024.
Total non-performing loans were $16.9million at December 31, 2025, compared to $13.0 million at December 31, 2024. Classified loans totaled $20.5million at December 31, 2025, compared to $15.8 million at December 31, 2024, and total loans past due greater than 30 days were $33.3million and $34.6 million at those respective dates. Special mention loans were $1.6million at December 31, 2025 compared to $2.1 million at December 31, 2024. As a percentage of non-performing loans, the allowance for credit losses was 37.3% at December 31, 2025 compared to 48.1% at December 31, 2024.
The allowance for credit losses reflects the estimate management believes to be appropriate to cover probable expected losses that were inherent in the loan portfolio at December 31, 2025. While management believes the estimates and assumptions used in the determination of the adequacy of the allowance are reasonable, such estimates and assumptions could be proven incorrect in the future, and the actual amount of future provisions may exceed the amount of past provisions. Any increase in future provisions that may be required may adversely impact the Company’s financial condition and results of operations. In addition, bank regulatory agencies periodically review the allowance for credit losses and may recommend an increase in the provision for possible credit losses or the recognition of loan charge-offs, based on judgments different than those of management.
Non-interest Income. Non-interest income totaled $4.1million for the year ended December 31, 2025, a decrease of $515 thousand, or 11.07%, from $4.7 million for the year ended December 31, 2024. The decrease was primarily due to $343 thousand decrease in service charges and fees on deposit accounts and a $394 thousand decrease in mortgage servicing revenue that is part of other non-interest income on the consolidated statements of operations.
Non-interest Expense. Non-interest expense increased $2.7 million, or 6.40%, to $45.6 million for the year ended December 31, 2025, compared to $42.9 million for the year ended December 31, 2024. The increase was primarily due to a $1.6 million, or 6.53%, increase in salaries and employee benefits due to severance relating to reorganization of the Bank, added staff for the Lafayette branch opened by the Bank in August, and normal pay increases, a $584 thousand, or 8.83%, increase in occupancy and equipment related to the new Lafayette branch and new ATM servicing contracts, a $491 thousand, or 11.12%, increase in data processing due to data enhancements and additional products, and a $909 thousand, or 17.38%, increase in other general and administrative expenses due to costs related to professional fees and insurance related to ESOP, SEC compliance related to the Company's status as a public company, partially offset by a $809 thousand, or 49.51%, decrease in advertising and marketing. The Company does expect approximately $1.1 million in annual salaries and employee benefits savings for 2026 related to reductions in force of employees whose costs were included in continuing operations but had shared duties related to the discontinued mortgage operations.
Provision for Income Taxes. An expense of $870 thousand was recognized for the year ended December 31, 2025, compared to an expense of $195 thousand for the year ended December 31, 2024. The fluctuations in the income tax provisions was directly related to fluctuations in net income before income taxes.
Comparison of Operating Results From Discontinued Operations for the Years Ended December 31, 2025 and 2024
General. On December 31, 2025, the Bank entered into an agreement to sell substantially all of the assets and liabilities of the Bank’s mortgage banking segment, NOLA Lending Group. The Company financial statements reflect discontinued operations for the current period and retrospectively for prior periods under ASC 205-20. Net loss from discontinued operations was $2.7 million for the year ended December 31, 2025, a $5.0 million reduction from the $7.7 million loss for the year ended December 31, 2024. This reduction was primarily due to the 2024 goodwill impairment charge of $5.8 million. For more information about the discontinued operations of NOLA Lending group, see the Consolidated Financial Statements, including Note 2, which appear beginning on page F-1 herein.
Management of Market Risk
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General. Our most significant form of market risk is interest rate risk because, as a financial institution, the majority of our assets and liabilities are sensitive to changes in interest rates. Therefore, a principal part of our operations is to manage interest rate risk and limit the exposure of our financial condition and results of operations to changes in market interest rates. The Bank has Asset Liability Committees at both the management and the board levels, with one board member having observational status at the management-level committee to ensure continuity. The management-level committee is comprised of senior level officers. The Board’s Asset Liability Committee receives reports from management at each of its meetings and reviews the minutes of the management-level committee. The Board’s Asset Liability Committee establishes the policies and guidelines for managing the Bank’s interest rate risk. All directors participate in discussions during the regular board meetings evaluating the interest rate risk inherent in our assets and liabilities, and the level of risk that is appropriate. These discussions take into consideration our business strategy, operating environment, capital, liquidity and performance objectives consistent with the policy and guidelines approved by them.
Our asset/liability management strategy attempts to manage the impact of changes in interest rates on net interest income, our primary source of earnings. Among the techniques we are using to manage interest rate risk are:
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maintaining capital levels that exceed the thresholds for well-capitalized status under federal regulations;
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hedging our interest rate risk on residential mortgage loans held for sale through the use of forward commitments;
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maintaining a high level of liquidity;
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growing our volume of core deposit accounts;
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managing our investment securities portfolio so as to reduce the average maturity and effective life of the portfolio; and
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continuing to diversify our loan portfolio by adding more commercial-related loans, which typically have shorter maturities and/or balloon payments.
By following these strategies, we believe that we are better positioned to react to increases and decreases in market interest rates.
Economic Value of Equity. We also compute amounts by which the net present value of our assets and liabilities (economic value of equity or “EVE”) would change in the event of a range of assumed changes in market interest rates. This model uses a discounted cash flow analysis and an option-based pricing approach to measure the interest rate sensitivity of net portfolio value. The model estimates the economic value of each type of asset, liability and off-balance sheet contract under the assumptions that the United States Treasury yield curve increases instantaneously by 100, 200, 300 and 400 basis point increments or decreases instantaneously by 100 or 200 basis point increments, with changes in interest rates representing immediate and permanent, parallel shifts in the yield curve.
The following table sets forth, at December 31, 2025, the calculation of the estimated changes in our EVE that would result from the designated immediate changes in the United States Treasury yield curve.
EVE as a Percentage of Present Value Assets (3)
Estimated Increase (Decrease) in EVE Increase (Decrease) (basispoints)
(Dollars in thousands)
(1) Assumes an immediate uniform change in interest rates at all maturities.
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(4) EVE Ratio represents EVE divided by the present value of assets.
The table above indicates that at December 31, 2025, we would have experienced a 11.74% decrease in EVE in the event of an instantaneous parallel 200 basis point increase in market interest rates and a 10.02% increase in EVE in the event of an instantaneous 200 basis point decrease in market interest rates. Each of the estimated increase (decreases) in the percentage of change in EVE in the table above are within the Board of Director's guidelines.
Change in Net Interest Income. The following table sets forth, at December 31, 2025, the calculation of the estimated changes in our net interest income, or “NII” , that would result from the designated immediate changesin the United States Treasury yield curve.
(Dollars in thousands)
(1) Assumes an immediate uniform change in interest rates at all maturities.
The table above indicates that at December 31, 2025, we would have a 2.40% increase in NII in the event of an instantaneous parallel 200 basis point increase in market interest rates and a 8.70% decrease in NII in the event of an instantaneous 200 basis point decrease in market interest rates. Each of the estimated decreases in the percentage of change in the net interest income in the table above are within the Board of Directors’ guidelines.
Certain shortcomings are inherent in the methodologies used in the above interest rate risk measurement. Modeling changes in EVE and NII require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the EVE and NII tables presented above assume that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the EVE and NII tables provide an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on EVE and NII and will differ from actual results.
EVE and NII calculations also may not reflect the fair values of financial instruments. For example, decreases in market interest rates can increase the fair values of our loans, deposits and borrowings.
Liquidity and Capital Resources
Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and securities, proceeds from maturities of securities and sales of mortgage loans. We have the ability to borrow from the Federal Home Loan Bank of Dallas, at December 31, 2025, we had outstanding borrowings of $78.3 million. At December 31, 2025, we had the capacity to borrow an additional $351.8 million from the Federal Home Loan Bank of Dallas and an additional $138.4 million from the Federal Reserve Board discount window.
While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments and sales are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and short-term investments. The levels of these assets are dependent on our operating, financing, lending, and investing activities during any given period.
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Our cash flows are comprised of three primary classifications: cash flows from operating activities, cash flows from investing activities, and cash flows from financing activities. For further information, see the statements of cash flows contained in the financial statements appearing elsewhere in this Annual Report on Form 10-K.
We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. Based on our deposit retention experience and current pricing strategy, we anticipate that a significant portion of our maturing time deposits will be retained.
At December 31, 2025, Fidelity Bank’s Tier 1 leverage capital was $255.3 million, or 20.02% of adjusted assets. Accordingly, it was categorized as well-capitalized at December 31, 2025. Management is not aware of any conditions or events since the most recent notification that would change our category. For further information, see Note 12 to the notes to financial statements included in this Annual Report on Form 10-K.
Off-Balance Sheet Arrangements. At December 31, 2025, we had $268.0million of outstanding commitments to originate loans, which included $228.2 million in revolving lines of credit, $20.1 million in residential construction loans and $19.7 million in commercial construction loans and lines of credit. At December 31, 2025, none of our revolving lines of credit related to commercial real estate loans. Certificates of deposit that are scheduled to mature in less than one year from December 31, 2025 totaled $217.7 million. Management expects that a substantial portion of the maturing certificates of deposit will be renewed. However, if a substantial portion of these deposits is not retained, we may utilize Federal Home Loan Bank of Dallas advances or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense.
Recent Accounting Pronouncements
For a discussion of the impact of recent accounting pronouncements, see Note 1 of the notes to our financial statements beginning on page F-1 of this Annual Report on Form 10-K.
Impact of Inflation and Changing Prices
The financial statements and related data presented in this Annual Report on Form 10-K have been prepared according to GAAP which require the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. The primary impact of inflation on our operations is reflected in increased operating costs. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates, generally, have a more significant impact on a financial institution’s performance than does inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
For information regarding material risk, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation—Market Risk.”
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Item 8. Financial Statements and Supplementary Data.
The following are included in this item:
B. Consolidated Financial Statements:
(6) Notes to Consolidated Financial Statements
C. FB Bancorp, Inc. Condensed Financial Statements:
(1) Condensed Statements of Financial Condition as of December 31, 2025 and 2024
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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Report, an evaluation was performed by our management, with the participation of our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer), of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well-designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating its controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were effective as of the end of the period covered by this Report.
(b) Management’s Annual Report on Internal Control over Financial Reporting
Management of FB Bancorp, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control system is a process designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with GAAP. All internal control systems, no matter how well-designed, have inherent limitations and can only provide reasonable assurance with respect to financial reporting.
As of December 31, 2025, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control — Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on the assessment, management determined that we maintained effective internal control over financial reporting as of December 31, 2025.
(c) Attestation Report of the Registered Public Accounting Firm
Not applicable because the Company is an emerging growth company.
(d) Changes in Internal Controls
There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
48
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Information regarding the Company’s directors, executive officers, and corporate governance is included under the sections titled “Other Information Relating to Directors and Executive Officers — Delinquent Section 16(a) Reports Compliance,” “Proposal 1 — Election of Directors,” “Corporate Governance — Code of Ethics for Senior Officers,” “— Committees of the Board of Directors — Audit Committee,” and “— Insider Trading Policy and Arrangements” in the Company’s definitive Proxy Statement for the 2026 Annual Meeting of Stockholders (the “Proxy Statement”) and is incorporated herein by reference.
A copy of the Code of Ethics for Senior Officers is available to shareholders under the “Governance Documents” portion of the Bank’s website at www.investor.bankwithfidelity.com.
Item 11. Executive Compensation.
Information regarding executive compensation is presented under the headings “Executive Compensation” and “Director Compensation” in the Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Information regarding security ownership of certain beneficial owners and management is presented under the heading “Stock Ownership” in the Proxy Statement and is incorporated herein by reference.
The following table sets forth information regarding outstanding options and shares under the Equity Compensation Plans at December 31, 2025:
Number of Securities to be Number of Securities
Issued Upon Excerice of Weighted Average Remaining Available for
Plan Outstanding Options and rights(1) Exercise Price(2) Issuance Under Plan(3)
(1)Consists of outstanding stock options to purchase 1,983,750 shares of common stock granted under the Company’s stock-based compensation plans.
(2)The weighted average exercise price reflects: a exercise price of $13.16 for 595,120 stock options granted in 2025.
(3)Represents the number of available shares that may be granted as stock options and other stock awards under the Company’s stock-based compensation plans.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information regarding certain relationships and related transactions, and director independence is presented under the heading “Corporate Governance — Director Independence” and “Other Information Relating to Directors and Executive Officers — Transactions with Related Persons” in the Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
Information regarding principal accounting fees and services is presented under the heading “Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement and is incorporated herein by reference.
49
PART IV
Item 15. Exhibits, Financial Statement Schedules.
The following exhibits are either filed as part of this report or are incorporated herein by reference:
3.1 Articles of Incorporation of FB Bancorp, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-277630), as filed on March 4, 2024)
3.2 Bylaws of FB Bancorp, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended (Commission File No333-277630), as filed on March 4, 2024)
4.1 Form of Common Stock Certificate of FB Bancorp, Inc. (incorporated by reference to Exhibit 4 the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-277630), as filed on March 4, 2024)
4.2 Description of Registrant’s Securities (incorporated by reference to the Company’s Registration Statement on Form 8-A (Commission File No. 001-42380), as filed on October 22, 2024)
10.1 Employment Agreement between Fidelity Bank and Katherine A. Crosby (incorporated by reference to Exhibit 10.2 the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-277630), as filed on April 15, 2024)†
10.2 Employment Agreement between Fidelity Bank and Christopher S. Ferris (incorporated by reference to Exhibit 10.1 the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-277630), as filed on March 4, 2024)†
10.3 FB Bancorp, Inc. 2025 Equity Incentive Plan (incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Shareholders of FB Bancorp, Inc., filed by the Company under the Exchange Act on October 27, 2025 (File No. 001-42380))†
19 Policy Regarding Insider Trading (Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 27, 2025)
21 Subsidiaries of Registrant
23 Consent of EisnerAmper LLP
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97 FB Bancorp, Inc. Clawback Policy (Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 27, 2025)
101 The following materials from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements.
† Denotes a management contract or compensation plan or arrangement.
Item 16. Form 10-K Summary
Not applicable.
50
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm F-2
Notes to Consolidated Financial Statements F-
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
FB Bancorp, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial condition of FB Bancorp, Inc. and Subsidiary (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of their operations and their cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ EisnerAmper LLP
We have served as the Company’s auditor since 2023. (Note: Partners of Postlethwaite & Netterville, APAC joined EisnerAmper LLP in 2023. Postlethwaite & Netterville, APAC had served as the Company’s auditor since 2007.)
EISNERAMPER LLP
Metairie, Louisiana
March 26, 2026
F-2
FB Bancorp, Inc.
Consolidated Statements of Financial Condition
December 31, 2025 and 2024
(Dollars in thousands, except share data)
ASSETS (Dollars in thousands)
Interest-bearing deposits at other financial institutions 50,397 92,004
Less: allowance for credit losses (6,289 ) (6,244 )
Federal Home Loan Bank stock, at cost 3,650 4,354
Assets from discontinued operations, at fair value 29,880 28,793
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Advances by borrowers for taxes and insurance 6,298 6,152
Accrued interest payable 392 380
Liabilities from discontinued operations, at fair value 3,543 4,894
Stockholders' Equity:
Preferred stock, $0.01 par value - 5,000,000 shares authorized; none issued — —
Accumulated other comprehensive income (loss) (7,901 ) (16,211 )
The accompanying notes are an integral part of these consolidated financial statements.
F-3
FB Bancorp, Inc.
Consolidated Statements of Operations
(Dollars in thousands, except share data)
For the yearsended December 31,
Interest and dividend income
Interest and dividends on investment securities 10,377 9,085
Interest on deposits in other banks 3,268 3,443
Interest expense
Net interest income after provision for credit losses 46,282 39,914
Non-interest income
Service charges and fee income from deposit accounts 2,565 2,908
Gain (loss) on sales, disposal, or impairment of assets (87 ) (283 )
Gain on sales of available for sale securities 214 285
Non-interest expenses
Mortgage servicing rights amortization 375 503
Other general and administrative 6,139 5,230
Income from continuing operations before income taxes 4,815 1,704
Income tax expense from continuing operations 870 195
Net income from continuing operations 3,945 1,509
Loss from discontinued operations before income taxes (3,285 ) (8,055 )
Income tax benefit from discontinued operations (593 ) (332 )
Net loss from discontinued operations (2,692 ) (7,723 )
Basic and diluted earnings (loss) per common share:
Continuing operations $ 0.22 $ 0.42
Discontinued operations (0.15 ) (2.16 )
Total earnings (loss) per share - basic and diluted $ 0.07 $ (1.74 )
The accompanying notes are an integral part of these consolidated financial statements.
F-4
FB Bancorp, Inc.
Consolidated Statements of Comprehensive Income (Loss)
For the yearsended December 31,
(Dollars in thousands)
Other comprehensive income (loss):
Unrealized holding gains (losses) on securities available for sale 10,733 (755 )
Total other comprehensive income (loss) 8,310 (822 )
Total comprehensive income (loss) $ 9,563 $ (7,036 )
The accompanying notes are an integral part of these consolidated financial statements.
F-5
FB Bancorp, Inc.
Consolidated Statements of Changes in Stockholders’ Equity
Years Ended December 31, 2025 and 2024
(Dollars in thousands, except share data)
Accumulated Unallocated
Common Additional Other Common Total
Shares Common Paid-In Retained Comprehensive Stock Held By Stockholders'
Issued Stock Capital Earnings Income (Loss) ESOP Equity
Comprehensive income (loss):
Net income (loss) - - - (6,214 ) - - (6,214 )
Other comprehensive income (loss), net of tax - - - - (822 ) - (822 )
Total comprehensive income (loss) (7,036 )
ESOP shares committed to be released (63,480 shares) - - 52 - - 717 769
Comprehensive income (loss):
Other comprehensive income (loss), net of tax - - - - 8,310 - 8,310
Total comprehensive income (loss) 9,563
Stock-based compensation - - 45 - - - 45
ESOP shares committed to be released (63,480 shares) - - 25 - - 717 742
The accompanying notes are an integral part of these consolidated financial statements.
F-6
FB Bancorp, Inc.
Consolidated Statements of Cash Flows
Years Ended December 31, 2025 and 2024
For the yearsended December 31,
(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income from continuing operations $ 3,945 $ 1,509
Net loss from discontinued operations (2,692 ) (7,723 )
Depreciation and amortization 2,715 2,532
Amortization of mortgage servicing rights 375 503
Net (accretion) amortization on securities (2,066 ) (830 )
Provision (benefit) for credit losses 1,720 1,530
Increase in cash surrender value of life insurance (355 ) (346 )
Loss on sales and disposal of assets 87 283
Federal Home Loan Bank stock dividends (199 ) (248 )
Net gain on sales of available for sale securities (214 ) (285 )
Deferred income taxes (benefit) (290 ) 12
Stock-based compensation 45 —
Changes in other operating assets and liabilities 4,075 7,280
Net cash provided by (used in) operating activities 2,758 814
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of securities available for sale (112,330 ) (35,423 )
Purchase of FHLB stock (288 ) —
Redemption of FHLB stock 1,191 —
(Increase) decrease in loans held for investment, net 9,384 (95,007 )
Purchases of premises and equipment (6,658 ) (5,366 )
Net cash provided by (used in) investing activities (64,743 ) (92,292 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in advances by borrowers for taxes and insurance 146 (5,324 )
Net proceeds from issuance of common stock — 187,850
Purchase of over subscibed common stock for ESOP — (12,065 )
Common stock repurchased (22,155 ) —
Net cash provided by (used in) financing activities 23,409 103,215
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (38,576 ) 11,737
Cash and cash equivalents at beginning of period 98,845 87,108
Cash and cash equivalents at end of period $ 60,269 $ 98,845
Supplemental Disclosures For Cash Flow Information:
Cash paid for interest on deposits and borrowings $ 17,793 $ 19,577
Cash paid for income taxes $ 3 $ 1,244
Loans transferred to other real estate owned $ 1,882 $ 2,305
Purchase of common stock for ESOP within original offering $ - $ 5,867
The accompanying notes are an integral part of these consolidated financial statements.
F-7
FB BANCORP, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
(dollar amounts in thousands unless otherwise noted)
1.
Summary of Significant Accounting Policies
Fidelity Homestead Association, a Louisiana corporation, was formed on December 31, 1908, as a chartered institution by the state of Louisiana until 2007. In July 2007, Fidelity Homestead Association officially changed its charter to be a state-chartered mutual savings bank and changed its name to Fidelity Homestead Savings Bank. In December 2014, the name was changed to Fidelity Bank (“the Bank”). 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 19,837,500 shares of common stock at $10.00 per share, for gross offering proceeds of $198.4 million. The cost of conversion and issuance of common stock was approximately $4.7 million, which was deducted from the gross offering proceeds. The Bank’s employee stock ownership plan (“ESOP”) purchased 1,587,000, or 8% of total shares issued, at a cost of $17.9 million. The Company contributed $88.4 million of the net offering proceeds to the Bank as additional capital.
The Bank operates eighteen full service branches and two drive-up branches in Southern Louisiana. The Bank’s primary lending products are real-estate residential, real-estate commercial, and consumer loans. The Bank’s primary deposit products are certificates of deposit and demand deposit accounts. In January 2014, the Bank acquired the net assets of NOLA Lending Group (“NOLA”) as a fully-owned division of the Bank. NOLA originates, primarily for resale, residential mortgages in Southern Louisiana, the Florida panhandle, and Mississippi.
On December 31, 2025, the Bank entered into an Asset Purchase Agreement (“Purchase Agreement”) with First Federal Bank, Lake City, Florida, for the sale of substantially all of the assets and liabilities of its mortgage banking segment, NOLA Lending Group. Substantially all of the historical results of the previously reported NOLA mortgage lending division operations have been reflected as discontinued operations in our financial statements for all periods presented. The assets and liabilities associated with the discontinued operations have been classified as assets and liabilities of discontinued operations in our statements of financial condition. The sale was completed on March 1, 2026. For more information, see Note 2.
A summary of the significant accounting policies of the Bank consistently applied in the preparation of the accompanying financial statements follows. The accounting principles followed by the Bank and the methods of applying them are in conformity with both accounting principles generally accepted in the United States of America and prevailing practices of the banking industry.
Discontinued Operations
The Company classifies assets and liabilities as held for sale when management, having the authority to approve the action, commits to a plan to sell the disposal group, the sale is probable to occur within one year, and the disposal group is available for immediate sale in its present condition. The Company also considers whether an active program to locate a buyer has been initiated, whether the disposal group is marketed actively for sale at a price that is reasonable in relation to its current fair value, and whether actions required to complete the plan indicate it is unlikely significant changes to the plan will be made or the plan will be withdrawn. An asset or business that meets the criteria for held for sale classification is reported as discontinued operations when the disposal represents a strategic shift that has had or will have a major effect on the Company’s operating results.
F-8
FB BANCORP, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
(dollar amounts in thousands unless otherwise noted)
Assets and liabilities of discontinued operations are presented separately in the Consolidated Statements of Financial Condition for current and prior periods commencing in the period in which the asset or business meets all of the held for sale criteria described above. Net income or loss from discontinued operations is separately reported in the Consolidated Statements of Operations for current and prior periods commencing in the period in which the asset or business meets all of the held for sale criteria described above, including any gain or loss recognized on the sale or adjustment of the carrying amount to fair value less cost to sell.
Certain activity of NOLA impacting the Company's footnote disclosures have been removed or revised. The footnote disclosures included herein are presented on a continuing operations basis, unless otherwise noted.
Refer to Note 2. Discontinued Operations for additional information.
Basis of Presentation and Consolidation
The consolidated financial statements include the accounts of the Company and all other entities in which the Company has controlling interest. All significant intercompany accounts and transactions have been eliminated in consolidation. The accounting and reporting policies of the Company conform to generally accepted accounting principles and the prevailing practices within the banking industry.
Operating Segments
Generally accepted accounting principles require that information be reported about a company’s operating segments using a “management approach.” Reportable segments are identified in these standards as those revenue-producing components for which discrete financial information is produced internally and which are subject to evaluation by the chief operating decision maker ("CODM") in deciding how to allocate resources to segments.
See additional segment disclosure information in Note 20. Segment Information.
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The determination of the allowance for credit losses is based on estimates that are particularly susceptible to significant changes in the economic environment and market conditions. In connection with the determination of the estimated losses on loans, management obtains independent appraisals for significant collateral.
While management uses available information to recognize losses on loans, further reductions in the carrying amounts of loans may be necessary based on changes in local economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies may require the Bank to recognize additional losses based on their judgments about information available to them at the time of their examination. Because of these factors, it is reasonably possible that the estimated losses on loans may change materially in the near term. However, the amount of the change that is reasonably possible cannot be estimated.
F-9
FB BANCORP, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
(dollar amounts in thousands unless otherwise noted)
The Bank’s loans are generally secured by specific items of collateral including real property, consumer assets, and business assets. Although the Bank has a diversified loan portfolio, a substantial portion of its debtors’ ability to honor their contracts is dependent on local economic conditions and the real estate industry.
Other material estimates that are particularly significant relate to the discontinued mortgage banking operations under NOLA. These estimates include the Bank’s fair value measurements of loans held for sale from discontinued operations, interest rate locks granted to consumers from discontinued operations, and other derivative assets used for hedging the interest rate risk of NOLA’s mortgage business from discontinued operations.
Concentration of Credit Risks
The Bank’s lending activity is concentrated primarily in Southern Louisiana. Repayment of loans is expected to come from cash flows of the borrowers. Losses are limited by the value of the collateral upon default of the borrowers. The Bank does not have any significant concentrations to any one industry or customer. The Bank also holds a substantial amount of its cash and cash equivalents at the Federal Reserve Bank.
Commercial real estate loans, including commercial construction loans, represented approximately 33% and 32% of the total portfolio at December 31, 2025 and 2024 respectively.
Cash and Cash Equivalents
For the purpose of presentation in the consolidated statements of cash flows, cash and cash equivalents are defined as cash, interest-bearing deposits and noninterest-bearing demand deposits at other financial institutions with maturities less than one year. Generally, interest bearing deposits with banks have maturities of three months or less and federal funds are sold for one-day periods.
Advertising
The Bank expenses the costs of advertising as incurred.
Investment Securities
Generally, the Bank invests in Federal Agency securities, such as, Federal Home Loan Bank (FHLB) and mortgage backed securities of Federal National Mortgage Association (FNMA), Government National Mortgage Association (GNMA), Federal Home Loan Mortgage Corporation (FHLMC), Small Business Administration (SBA) and corporate bonds.
Debt securities are classified as available-for-sale based on management’s intent and recorded at fair value, with unrealized gains and losses excluded from earnings and recognized, net of income taxes, in other comprehensive income (loss) and in accumulated other comprehensive income (loss), a separate component of stockholders’ equity. The Bank had no held to maturity or trading securities as of December 31, 2025 or 2024.
F-10
FB BANCORP, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
(dollar amounts in thousands unless otherwise noted)
The Bank evaluates available-for-sale debt securities in an unrealized loss position to determine whether the decline in the fair value below the amortized cost basis (impairment) is due to credit-related factors or noncredit-related factors. Any impairment that is not credit related is recognized in other comprehensive income, net of applicable taxes. Credit-related impairment is recognized as an allowance for credit loss on the statement of financial condition, limited to the amount by which the amortized cost basis exceeds the fair value with a charge to earnings. In evaluating available-for-sale securities in unrealized loss positions for impairment, management considers the magnitude as well as the reasons for the decline, whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, whether the Bank intends to or would be required to sell the securities before a full recovery of costs and the results of reviews of the issuers' financial condition, among other facts.
The amortized cost of securities classified as available for sale or held to maturity is adjusted for amortization of premiums and accretion of discounts to maturity or, in the case of mortgage backed securities, over the estimated life of the security. Amortization, accretion and accrued interest are included in interest income on securities. Realized gains and losses are included in net securities gains and losses. Gains and losses on the sales of securities are recorded on the trade date and are determined using the specific identification method.
A debt security is placed on nonaccrual status at the time any principal or interest payments become 90 days delinquent. Interest accrued but not received for a security place on non-accrual is reversed against interest income.
FHLB Stock
As a member of the FHLB, the Bank is required to maintain an investment in the FHLB based on defined criteria, including total assets. Because no ready market exists for this investment and there is no quoted market value, the Bank’s investment in FHLB stock is valued at cost. A determination as to whether there has been an impairment of a restricted stock investment is performed annually and includes a review of the current financial condition of the issuer.
Loans and Interest Income
The Bank grants mortgage, commercial and consumer loans to customers. A substantial portion of the loan portfolio is represented by loans in Southeast Louisiana. The ability of the Bank’s creditors to honor their contracts is dependent upon the real estate and general economic conditions in this area.
Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at the unpaid principal balances, less the allowance for credit losses and net of deferred loan origination fees and unearned discounts. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield, using the interest method over the contractual life of the loan, adjusted for prepayments. Unearned discount relates principally to consumer installment loans. Interest on loans is credited to operations based on the unpaid principal amount outstanding using methods that approximate the interest method.
F-11
FB BANCORP, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
(dollar amounts in thousands unless otherwise noted)
Interest on loans is recorded to income as earned. Accretion of unearned income is computed using methods which approximate a level rate of return on recorded principal. The accrual of interest on loans is fully reserved against interest income at the earliest of the loan being 91 days delinquent or at which point the Bank believes the collection of interest is doubtful after consideration of the economic environment, business conditions, and collection efforts. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful. The interest on these loans is accounted for on the cash-basis method or cost-recovery method, until qualifying for return to accrual. When a loan is placed on non-accrual status, uncollected accrued interest is reversed, reducing interest income and future income accrual is discontinued. Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured. Under certain circumstances, interest rate reductions may be allowed on delinquent loans. Delinquency is based on the contractual terms of the loan.
Loans held for sale are stated at fair value in assets from discontinued operations on the consolidated statements of financial condition. The fair value includes any differentiation of the loans interest rates compared to similar loans delivered to investors, the expected servicing value of the loans, and any accrued interest. The Bank does not defer fees or costs on loans held for sale. The Bank elected the fair value option for loans held for sale because it more accurately reflects income and expenses related to secondary market mortgage activities in periods presented. The fair value of loans held for sale from discontinued operations at December 31, 2025 and 2024 was $28.5 million and $26.0 million compared to the unpaid principal balance of $27.8 million and $25.5 million, respectively.
Transfers of financial assets are accounted for as sales when control over the asset has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Bank, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Bank does not maintain effective control over the transferred assets through an agreement to repurchase them before maturity. During the normal course of business, the Bank may transfer a portion of a financial asset, for example, a participation loan or government guaranteed portion of a loan. In order to be eligible for sales treatment, the transfer of the portion of the loan must meet the criteria of a participating interest. If it does not meet the criteria for a participating interest, the transfer must be accounted for as a secured borrowing. In order to meet the criteria for a participating interest, all cash flows from the loan must be divided proportionately, the rights of each loan holder must have the same priority, and loan holders must have no recourse to the transferor other than standard representations and warranties, and no loan holder has the right to pledge or exchange the entire loan.
Allowance for Credit Losses
The allowance for credit losses is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in unemployment rates, property values, or other relevant factors. The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist.
F-12
FB BANCORP, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
(dollar amounts in thousands unless otherwise noted)
Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not also included in the collective evaluation. When management determines that foreclosure is probable or the borrower is experiencing financial difficulty where repayment is expected to be provided substantially through the operation or sale of collateral, expected credit losses are based on the fair value of the collateral adjusted for selling costs as appropriate.
The evaluation of the adequacy of loan collateral is often based upon estimates and appraisals. Because of changing economic conditions, the valuations determined from such estimates and appraisals may also change. Accordingly, the Bank may ultimately incur losses which vary from management’s current estimates. Adjustments to the allowance for credit losses are reported in the period such adjustments become known or are reasonably estimable.
Unfunded Commitments
Commitments to extend credit are agreements to lend to a customer if all conditions of the commitment have been met. The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The reserve for unfunded commitments is recorded within other liabilities on the consolidated statements of financial condition, and the related provision is recorded in provision for credit losses on the consolidated statements of operations. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.
Other Real Estate Owned
Other real estate owned assets consist of real estate acquired through, or in lieu of, loan foreclosure. These assets are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure, establishing a new cost basis. Any write-downs based on the asset’s fair value at date of acquisition are charged to allowance for credit losses. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of the carrying amount or fair value less cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in other operating expenses.
Premises and Equipment
Land is carried at cost. Buildings, furniture, fixtures, equipment, and leasehold and land improvements are carried at cost, less accumulated depreciation and amortization computed on a straight line basis over the estimated useful lives of 5 to 39 years for buildings and leasehold and land improvements and 3 to 10 years for furniture, fixtures and equipment. Depreciation and amortization are computed primarily using the straight-line method over the estimated useful lives of the assets or over the shorter of the lease terms or the estimated lives of the leasehold improvements. Expenditures for repairs and maintenance are charged to operations while expenditures for major replacements and betterments are capitalized. When property and equipment are retired or sold, their cost and accumulated depreciation and amortization are removed from the property accounts and the resulting gain or loss is recorded in current operations at the date of disposal. A portion of premises and equipment related to the discontinued operations have been reported in the assets from discontinued operations on the consolidated statements of financial condition. For more information, see Note 2 and Note 6.
F-13
FB BANCORP, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
(dollar amounts in thousands unless otherwise noted)
Loan Servicing
The authoritative guidance for accounting for servicing of financial assets requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable, and permits an entity to subsequently measure those servicing assets and servicing liabilities at fair value. Under the guidance, for subsequent measure, the Bank elected to continue to use the amortization method instead of adopting the fair value method. Management has determined that it has one class of servicing rights which is based on the type of loan. The risk characteristics of the underlying financial assets used to stratify servicing assets for purposes of measuring impairment are interest rate, type of product (fixed versus variable), duration, and asset quality.
Servicing fee income is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan; the fees are recorded as income when earned. The amortization of mortgage servicing rights is netted against loan servicing fee income.
Goodwill
Goodwill arises from business combinations and is generally determined as the excess of the fair value of the consideration paid over the fair value of net assets acquired and liabilities assumed at acquisition date. Goodwill has an indefinite useful life and is not amortized, but tested for impairment at least annually. An impairment loss related to goodwill is recognized if the carrying amount of the goodwill is not recoverable and its carrying amount exceeds its fair value. After the impairment loss is recognized, the adjusted carrying amount of the goodwill shall be its new accounting basis. The Bank recognized $5.8 million of goodwill impairment at December 31, 2024 which is reported in net loss from discontinued operations. For more information, see Note 7.
Bank Owned Life Insurance
The Bank is the owner and beneficiary of life insurance policies covering the lives of certain officers. These policies were purchased for investment purposes and are not associated with any deferred compensation or supplemental retirement plan. Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the consolidated statements of financial condition dates, which is the cash surrender value adjusted for other charges or other amounts.
Income Taxes
Income taxes are accounted for under the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent. Deferred tax assets are reduced by a valuation allowance, if based on the weight of evidence available, it is more likely than not that some portion or all of deferred tax asset will not be realized.
F-14
FB BANCORP, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
(dollar amounts in thousands unless otherwise noted)
The Bank follows the accounting guidance related to accounting for uncertainty in income taxes, which sets out a consistent framework to determine the appropriate level of tax reserves to maintain for uncertain tax positions.
A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management’s judgment. Changes in the recognition or measurement are reflected in the period in which the change in judgment occurs. The Bank has evaluated its positions regarding the accounting for uncertain tax positions and does not believe it has any material uncertain tax positions.
The Bank recognizes interest and penalties on income taxes as a component of income tax expense.
Stock-Based Compensation
Compensation cost is recognized for stock options and restricted stock awards issued to employees, based on the fair value of these awards at the date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Company’s common stock at the date of grant is used for restricted stock awards.
Compensation cost is recognized over the requisite service period, generally defined as the vesting period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. The Company’s accounting policy is to recognize forfeitures as they occur.
Postretirement and Other Benefit Plans
The Company has a 401(k) profit sharing plan covering substantially all employees. Annual discretionary employer contributions to the plan are set by the Board. The Company matches employee contributions up to 4.5% of compensation. The discontinuation of the mortgage lending division operations during 2025 triggered a partial plan termination and all affected employees were 100% vested in the Company’s contributions into the 401(k) plan.
The Company has an unfunded noncontributory defined benefit pension plan that covers board members elected to the board prior to 2016. The plan is not available to future board members. The Company also has a noncontributory deferred compensation plan for certain executive officers. The board compensation committee may contribute a deferred award based on each year’s performance.
Employee Stock Ownership Plan
The Company has an employee stock ownership plan (“ESOP”) for eligible employees. The cost of shares issued to the ESOP, but not yet allocated to participants, is shown as a reduction of stockholders’ equity. Compensation expense is based on the market price of shares as they are committed to be released to participant accounts. The discontinuation of the mortgage lending division operations during 2025 triggered a partial plan termination and all affected employees were 100% vested in the Company’s contributions into the ESOP.
Earnings (Loss) per Common Share
F-15
FB BANCORP, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
(dollar amounts in thousands unless otherwise noted)
Basic earnings (loss) per share (“EPS”) represents income available or loss attributable to common shareholders divided by the weighted average number of common shares outstanding during the period. Unallocated common shares held by the ESOP are shown as a reduction in stockholders’ equity and are excluded from the weighted-average common shares outstanding for both basic and diluted earnings per share calculations until they are committed to be released.
Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustments that would result from the assumed issuance. Potential common shares that may be issued by the Company relate to outstanding stock options and restricted stock are determined using the treasury stock method. Anti-dilutive stock options and restricted stock are excluded from the calculation of diluted EPS.
Comprehensive Income (Loss)
Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income (loss). Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities, are reported as a separate component of the stockholders’ equity section of the consolidated statements of financial condition, such items, along with net income (loss), are components of comprehensive income (loss).
Derivative Assets
Prior to the discontinuance of mortgage origination operations, the Bank entered into two forms of derivatives related to the mortgage loans intended for sale. These are interest rate locks and forward commitments to deliver residential mortgage bonds. The Bank did this to make an economic hedge against interest rate risk. The net values of these assets are carried at fair value in assets from discontinued operations with changes reflected in income (loss) from discontinued operations. The Bank does not designate these as a hedge accounting relationship. For more information, see Note 18.
Off-Balance Sheet Credit Related to Financial Instruments
In the ordinary course of business, the Bank enters into off-balance sheet financial instruments consisting of commitments to extend credit, commercial letters of credit and standby letters of credit. Such financial instruments are recorded in the financial statements when they are funded.
Fair Values of Financial Instruments
Fair values of financial instruments are estimated using relevant market information and other assumptions. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates. The fair value estimates of existing on- and off-balance sheet financial instruments do not include the value of anticipated future business or the value of assets and liabilities not considered financial instruments.
Revenue Recognition
Service charges and fee income and other non-interest income include deposit and lending-related fees. Deposit-related fees consist of fees earned on customer activities and are generally recognized when the transactions occur or as the service is performed. Fees are earned on deposit accounts for account maintenance and various transaction-based services, such as ATM transactions, wire transfer activities,
F-16
FB BANCORP, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
(dollar amounts in thousands unless otherwise noted)
check and money order processing and insufficient funds/overdraft transactions. Lending-related fees generally represent transactional fees earned from late payments and other miscellaneous fees.
Card interchange fees are recognized upon settlement of credit and debit card payment transactions and are generally determined on a percentage basis for credit cards and fixed rates for debit cards based on the corresponding payment network’s rates.
There are no significant judgments relating to the amount and timing of revenue recognition for revenue streams within the scope of Topic 606. Due to the nature of the services provided, the Bank does not incur costs to obtain contracts and there are no material incremental costs to fulfill these contracts that should be capitalized. Additionally, there are no material contract assets or receivables as the Bank does not typically enter into long-term revenue contracts with its customers.
Leases
Leases are classified as operating or finance leases at the lease commencement date. The Bank leases certain locations and equipment. The Bank records leases on the consolidated statements of financial condition in the form of lease liability for the present value of the future minimum payments under the lease terms and a right-of-use asset equal to the lease liability adjusted for items such as deferred or prepaid rent, lease incentives, and any impairment of the right-of-use asset. The discount rate used in determining the lease liability is based upon incremental borrowing rates the Bank could obtain for similar loans as of the date of commencement or renewal. The Bank does not record short term leases with an initial lease term of one year or less on the consolidated statements of financial condition.
At lease inception, the Bank determines the lease term by considering the noncancelable lease term and all optional renewal periods that the Bank is reasonable certain to renew. The lease term is also used to calculate straight-line lease expense. Leasehold improvements, except for those relating to leases between entities under common control, are amortized over the shorter of the useful life and the estimated lease term.
Operating lease expense consist of a single lease cost allocated over the remaining lease term on a straight-line basis, variable lease expense, and any impairment of the right-of-use asset. Lease expense is included in occupancy and equipment expense on the consolidated statements of operations.
The Company has elected the practical expedient that allows lessees to choose to not separate lease and nonlease components by class of underlying asset and are applying this practical expedient to all relevant asset classes. Additionally, the Company elected the package of transition provisions available which allowed the carryforward of the Company’s historical assessments of whether contracts contain leases, the lease classification, and the treatment of initial direct costs.
Recently Adopted Accounting Standards:
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The guidance issued in this update requires improvement to the disclosures about a public entity’s reportable segments and more detailed information about a reportable segment’s expenses and other segment items. Under this guidance, public entities are required to disclose segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment that are currently required annually. The goal of these disclosures is to enable investors to develop more decision-useful financial analyses. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The amendments in this update should be applied retrospectively to all previous
F-17
FB BANCORP, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
(dollar amounts in thousands unless otherwise noted)
periods presented. The adoption of this standard did not have an impact on the Company’s consolidated financial statements.
ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance in this update provides enhanced transparency and decision usefulness of income tax disclosures. The amendment addresses investor requests for income tax information through improvements to income tax disclosures related to the rate reconciliation and income taxes paid information. The guidance requires public business entities to disclose in their rate reconciliation table additional categories of information about federal, state, and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold. The guidance also requires all entities to disclose annually income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold. Investors anticipate theses disclosures will provide an understanding of an entity’s exposures to changes in tax legislation and allow investors to better assess income tax information that affects cash flow forecasts and capital allocation decisions, as well as identify opportunities to increase future cash flows. The standard is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis, but retrospective application is permitted. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.
New Accounting Standards Not Yet Adopted
ASU 2024-03, Income Statement Expense Disaggregation Disclosure (Subtopic 220-40) – Disaggregation of Income Statement Expenses. This ASU was issued to improve the disclosures about public business entity’s expenses and address investor’s requests for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied either prospectively to the financial statements issued for reporting periods after the effective date of this update or retrospectively to any and all prior periods presented in the financial statements. We are currently evaluating the impact these changes may have on the Company’s consolidated financial statements.
Reclassifications
In addition to the reclassifications discussed above in the consolidated statements of financial condition, consolidated statements of operations, and certain notes for discontinued operations and segment reporting, as applicable, certain other amounts reported in the prior period have been reclassified to conform to the current presentation.
F-18
FB BANCORP, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
(dollar amounts in thousands unless otherwise noted)
2.
Discontinued Operations
On December 31, 2025, the Bank entered into an agreement to sell substantially all of the assets and liabilities of the Bank's mortgage banking segment, NOLA Lending Group, with the completion of the sale occurring March 1, 2026. The decision was based on a number of strategic priorities, including the continued decline in mortgage volume. This sale allows the Bank to exit a business segment that had a net loss of approximately $2.7 million in 2025 and reduce total employees by approximately 108 individuals. The Company's financial statements will reflect discontinued operations for the current period and retrospectively for prior periods under ASC 205-20.
The following is a summary of the assets and liabilities of the discontinued operations of the mortgage banking division at December 31, 2025 and December 31, 2024:
ASSETS (Dollars in thousands)
Right-of-use lease assets — 247
Premises and equipment, net 332 983
Deferred tax assets 26 691
LIABILITIES
Lease Liabilities $ - $ 249
Accrued compensation, including severance payments 1,199 588
The following presents operating results of discontinued operations for the years ended December 31, 2025 and 2024:
F-19
FB BANCORP, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
(dollar amounts in thousands unless otherwise noted)
For the yearsended December 31,
Revenue (Dollars in thousands)
Gain on sales of mortgage servicing rights — 2,584
Other non-interest income 46 35
Expenses
Hedging activity, net 1,147 (7 )
Goodwill impairment — 5,786
Other general and administrative 6,263 5,551
Loss from discontinued operations before income taxes (3,285 ) (8,055 )
Income tax benefit from discontinued operations (593 ) (332 )
Net loss from discontinued operations $ (2,692 ) $ (7,723 )
F-20
FB BANCORP, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
(dollar amounts in thousands unless otherwise noted)
3.
Earnings (Loss) Per Share
Earnings (Loss) per share is calculated by dividing consolidated net income or loss (numerator) by the weighted-average common shares (denominator).
The following table sets forth the composition of the weighted-average common shares (denominator) used in the basic and diluted earnings per share computation for the years ended December 31, 2025 and 2024. The Company converted from the mutual form of organization to the stock form of organization on October 22, 2024.
Denominator: Year Ended Year Ended
Basic and diluted earnings (loss) per common share:
Continuing operations $ 0.22 $ 0.42
Discontinued operations (0.15 ) (2.16 )
Total earnings (loss) per share - basic and diluted $ 0.07 $ (1.74 )
The Company had no dilutive securities during the periods presented. Outstanding stock options and restricted stock grants were anti-dilutive at December 31, 2025, and therefore excluded from calculation. There were no potentially dilutive common shares at December 31, 2024.
F-21
FB BANCORP, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
(dollar amounts in thousands unless otherwise noted)
4.
Investment Securities
The tables below show the amortized cost and fair value, by type, of the Company’s available for sale debt securities as of December 31, 2025 and 2024:
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
Available for sale:
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
Available for sale:
Small Business Administration 20 — — 20
As of December 31, 2025 and 2024, there were no holdings of securities of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of stockholders’ equity.
The Company evaluates securities for impairment when there has been a decline in fair value below the amortized cost basis at least quarterly. Accordingly, management is able to effectively measure and monitor the unrealized loss position on these securities and because the Company does not intend to sell the securities and it is not more-likely-than-not that the Company will be required to sell the investments before recovery of their amortized cost basis, the Company determined no allowance for credit loss was required as of December 31, 2025 or 2024.
Accrued interest receivable on investment securities totaled $1.6 million and $1.5 million as of December 31, 2025 and 2024, respectively, and was reported in accrued interest receivable on the consolidated statements of financial condition.
F-22
FB BANCORP, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
(dollar amounts in thousands unless otherwise noted)
A summary of securities with gross unrealized losses at December 31, 2025 and 2024 aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:
Less Than 12 Months 12 Months or More
Gross Gross Total
Fair Unrealized Fair Unrealized Unrealized
Value Losses Value Losses Losses
Available for sale:
Gross Gross Total
Fair Unrealized Fair Unrealized Unrealized
Value Losses Value Losses Losses
Available for sale:
The amortized cost and estimated fair value by maturity or next repricing date of investment securities at December 31, 2025 are shown in the following table. Fixed rate securities are classified according to their contractual maturities without consideration of principal amortization, potential prepayments or call options. Accordingly, actual maturities may differ from contractual maturities.
Amortized Fair
Cost Value
At December 31, 2025 and 2024, approximately $5.9 million and $144 million of investments were pledged to secure various deposits or borrowings, respectively. In April of 2025, the Federal Reserve released approximately $142.8 million of pledged securities that were held as part of the expired special Bank Term Funding Program.
Additional information related to fair value of investment securities is provided in Note 17.
F-23
FB BANCORP, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
(dollar amounts in thousands unless otherwise noted)
Sales of available for sale securities for the years ended December 31, 2025 and 2024, were as follows:
Gross gains realized $ 214 $ 327
Gross losses realized $ - $ 42
5.
Loans Held for Investment
The components of loans were as follows at December 31, 2025 and 2024:
Residential mortgage loans (1-4 family):
Commercial loans:
Consumer loans:
Less:
Undisbursed portion of mortgage loans (145 ) (161 )
Net deferred loan costs (fees) (834 ) (1,007 )
Allowance for credit losses (6,289 ) (6,244 )
F-24
FB BANCORP, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
(dollar amounts in thousands unless otherwise noted)
Accrued interest receivable on loans held for investment totaled $4.0 million and $4.1 million as of December 31, 2025 and 2024, respectively, and was reported in accrued interest receivable on the statements of financial condition.
The Company has an established methodology to calculate the Allowance for Credit Losses (“ACL”) that assesses the risks and losses inherent in the Company’s loan portfolio. For purposes of determining the ACL, the Company segments certain loans in its portfolio by product type. The Company’s loans are segmented into the following pools: residential mortgage loans, commercial real estate loans, other commercial loans, home equity, and consumer loans. The Company also sub-segments these segments into classes based on the associated risks within those segments. Residential mortgage loans are divided into the following classes: fixed, variable and construction. Each class of loans requires significant judgment to determine the estimation method that fits the credit risk characteristics of its portfolio segment. The Company uses an internally developed model in this process. Management uses judgment in establishing additional input metrics for the modeling processes.
The model and assumptions the Company uses to determine the allowance are independently validated and reviewed to ensure that their theoretical foundation, assumptions, data integrity, computational processes, reporting practices and end-user controls are appropriate and properly documented. The following are the factors the Company uses to determine the ACL for each segment or class of loan.
Residential Mortgage Loans
All of our residential mortgage loans are centrally underwritten. When assessing credit risk, we analyze certain credit factors, such as, payment history, credit utilization and length of credit history. All of our residential mortgage loans are secured by real estate; therefore, we evaluate and estimate the current market value of the collateral property. Common risk factors that are not specific to individual loan transactions include economic conditions within our markets, including unemployment rates and potential changes in real estate collateral values due to market conditions. Personal events, disability, death or change in marital status of the borrower also increase risk in residential mortgage lending.
Residential Mortgage Loans (Fixed and Variable)
Characteristically, residential mortgage loans are secured by 1 – 4 family residential properties and residential lots. Declines in market value can result in residential mortgages with outstanding balances in excess of the collateral value of the property securing the loan.
Residential Construction Loans
Residential construction loans can experience delays in construction and cost overruns that can exceed the borrower’s financial ability to complete the construction project, which could result in unmarketable collateral.
Commercial Loans
All of our commercial loans are centrally underwritten. When assessing credit risk, we analyze the borrower’s ability to generate adequate cash flow to service the debt in accordance with the terms and conditions of the loan agreement. Usually, our commercial loans are secured by collateral and we assess the current value of the collateral. Additionally, the Company evaluates and assesses the financial strength and liquidity of the borrower’s principals because the Company generally requires the personal guarantees of the borrower’s principals. Common risk factors that are not specific to
F-25
FB BANCORP, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
(dollar amounts in thousands unless otherwise noted)
individual loan transactions include economic conditions within our markets, including unemployment rates and potential changes in collateral values due to market conditions.
Commercial Real Estate
Commercial mortgage, commercial construction and land development loans are dependent upon the supply and demand for commercial real estate in the markets we serve as well as the demand for newly constructed residential homes and lots. A decrease in demand could result in decreases in the underlying collateral values and make repayment of the outstanding loans more difficult for our borrowers. Loans secured by non-residential properties and multifamily housing are dependent upon the ability of the property to produce cash flow sufficient to cover debt service and other operating expenses. These property types are susceptible to weak economic conditions which can result in high vacancy rates.
Other Commercial Loans
The repayment of commercial loans not secured by real estate is primarily dependent upon the ability of our borrowers to produce cash flows consistent with our original projections analyzed during the credit underwriting process. While our loans are generally secured by collateral with limitations on maximum loan to value ratios, there is a risk that liquidation of the collateral will not fully satisfy the loan balance.