Core Insights - Halper Sadeh LLC is investigating potential violations of federal securities laws and breaches of fiduciary duties related to several companies' transactions [1][2][3] Group 1: Repare Therapeutics Inc. - Repare Therapeutics Inc. is set to be sold to XenoTherapeutics, Inc. for an estimated cash payment of $1.82 per share, along with a non-transferable contingent value right [1] Group 2: TreeHouse Foods, Inc. - TreeHouse Foods, Inc. is being sold to Industrial F&B Investments III Inc. for $22.50 in cash per share, plus a contingent value right [2] Group 3: Richmond Mutual Bancorporation, Inc. - Richmond Mutual Bancorporation, Inc. is merging with The Farmers Bancorp, with Richmond shareholders expected to own approximately 62% of the combined company post-transaction [3] Group 4: Legal Representation - Halper Sadeh LLC may seek increased consideration for shareholders and additional disclosures regarding the proposed transactions, operating on a contingent fee basis [4]

Group 1 - The proposed sale of The Farmers Bancorp to Richmond Mutual Bancorporation involves a share exchange ratio of 3.40 shares of Richmond Mutual for each share of Farmers Bancorp [1] - The investigation is being led by former Attorney General of Louisiana Charles C. Foti, Jr. and the law firm Kahn Swick & Foti, LLC [1] - The purpose of the investigation is to determine the fairness of the proposed transaction for Farmers Bancorp shareholders [1]

Core Viewpoint - Halper Sadeh LLC is investigating the fairness of the merger between Richmond Mutual Bancorporation, Inc. and The Farmers Bancorp for Richmond shareholders, who will own approximately 62% of the combined entity upon completion of the transaction [1]. Group 1: Investigation Details - The investigation focuses on whether Richmond and its board violated federal securities laws or breached fiduciary duties by not obtaining the best possible consideration for shareholders and failing to disclose all material information necessary for assessing the merger [3]. - Halper Sadeh LLC may seek increased consideration for shareholders, additional disclosures, and other relief related to the proposed transaction [4]. Group 2: Legal Rights and Contact Information - Richmond shareholders are encouraged to contact Halper Sadeh LLC to learn about their legal rights and options regarding the merger [2]. - The firm operates on a contingent fee basis, meaning shareholders would not incur out-of-pocket legal fees or expenses [4].

Core Viewpoint - Richmond Mutual Bancorporation and Farmers Bancorp have announced a definitive agreement for an all-stock merger valued at approximately $82 million, enhancing their competitive position and operational scale in the community banking sector [2][3]. Transaction Details - The merger will involve Farmers Bancorp shareholders receiving 3.40 shares of Richmond Mutual common stock for each share they own [3][4]. - Post-merger, Richmond Mutual shareholders will own about 62% of the combined entity, while Farmers Bancorp shareholders will hold approximately 38% [4]. - The transaction is structured to be tax-free for Farmers Bancorp shareholders [4]. Financial Implications - The merger is projected to generate approximately 35% EPS accretion for Richmond Mutual shareholders after realizing anticipated cost savings [5]. - For Farmers Bancorp shareholders, the merger will result in a dividend per share increase of approximately 27.5% based on the exchange ratio and current dividend levels [5]. Company Structure and Branding - The combined entity will operate under the name "Richmond Mutual Bancorporation, Inc." and will continue trading on the Nasdaq under the ticker symbol "RMBI" [6]. - The administrative headquarters will be located in Richmond, Indiana, while the combined bank's headquarters will be in Frankfort, Indiana [6]. Market Position - The merger will create a community bank with approximately $2.6 billion in assets and a network of 24 branches across Central and East Central Indiana, as well as Western and Central Ohio [7]. - The combination aims to unlock higher lending limits and broaden product offerings for customers, enhancing overall service delivery [7]. Governance and Leadership - The Board of Directors of the combined company will consist of 11 members, with six from Richmond Mutual and five from Farmers Bancorp [8]. - The leadership team will include key executives from both companies, ensuring continuity and leveraging their financial services experience [9][13]. Timeline and Approvals - The merger is expected to close in early Q2 2026, pending regulatory and shareholder approvals [10].

Financial Performance - For the nine months ended September 30, 2025, net income was $8.2 million, an increase of 18.8% compared to $6.9 million for the same period in 2024[137]. - Net income for the three months ended September 30, 2025, was $3.6 million, a 45.5% increase from $2.5 million for the same period in 2024[154]. - Net income for the nine months ended September 30, 2025, was $8.2 million, an increase of $1.3 million or 18.3% from $6.9 million in the same period of 2024[169]. - Noninterest income decreased by $27,000, or 2.0%, to $1.3 million for the quarter ended September 30, 2025, compared to the same quarter in 2024[166]. - Noninterest income decreased by $26,000, or 0.7%, to $3.5 million for the nine months ended September 30, 2025, with net gains on loan and lease sales dropping 30.9% to $291,000[184]. Assets and Liabilities - As of September 30, 2025, the Company reported total assets of $1.5 billion, with loans and leases net of allowance at $1.2 billion and deposits at $1.1 billion[137]. - Total assets increased by $20.7 million, or 1.4%, from December 31, 2024, primarily due to a $19.4 million, or 1.7%, increase in loans and leases[140]. - Cash and cash equivalents rose by $12.5 million, or 57.5%, to $34.3 million at September 30, 2025[140]. - Total deposits rose by $24.3 million, or 2.2%, to $1.1 billion at September 30, 2025, driven by increases in retail time deposits, interest-bearing demand deposits, and savings accounts[148]. - Total borrowings decreased by $11.0 million, or 4.2%, to $254.0 million at September 30, 2025, reflecting reduced liquidity needs from deposit growth[150]. Loans and Credit Quality - Loans and leases increased by $19.4 million, or 1.7%, with notable increases in commercial real estate, multi-family, and commercial and industrial loans[142]. - Nonaccrual loans and leases rose to $6.4 million, up from $5.1 million at December 31, 2024, primarily due to one commercial real estate loan[143]. - Nonperforming loans and leases totaled $10.8 million, or 0.90% of total loans and leases, compared to $6.8 million, or 0.58%, at December 31, 2024[144]. - The allowance for credit losses on loans and leases increased by $574,000, or 3.6%, to $16.4 million as of September 30, 2025, representing 1.37% of total loans and leases outstanding[145]. - The provision for credit losses was $1.7 million for the nine months ended September 30, 2025, significantly higher than $355,000 for the same period in 2024, driven by loan growth in higher-risk portfolios[181]. Capital and Equity - The total risk-based capital ratio was 14.36%, exceeding the 10.0% requirement for a well-capitalized institution[137]. - Stockholders' equity increased by $7.2 million, or 5.4%, to $140.0 million at September 30, 2025, primarily due to net income of $8.2 million and a decrease in accumulated other comprehensive loss[152]. - Shareholders' equity increased to $140.0 million at September 30, 2025, from $132.9 million at December 31, 2024, supported by net income of $8.2 million[187]. - First Bank Richmond's regulatory capital exceeded FDIC requirements as of September 30, 2025, maintaining a well-capitalized status[200]. - As of September 30, 2025, First Bank Richmond's total risk-based capital to risk-weighted assets was $184,296 thousand, representing a ratio of 14.4%[201]. Interest Income and Expenses - Net interest income before the provision for credit losses increased by $1.9 million, or 19.7%, to $11.3 million for the third quarter of 2025[160]. - Interest income on loans and leases increased by $1.6 million, or 8.9%, to $19.7 million for the quarter ended September 30, 2025, due to a higher average balance and yield[155]. - Interest expense on deposits decreased by $574,000, or 6.9%, to $7.8 million for the quarter ended September 30, 2025, attributed to a decrease in the average rate paid[158]. - Interest income increased by $4.1 million, or 7.0%, to $64.0 million for the nine months ended September 30, 2025, compared to $59.9 million for the same period in 2024[170]. - Interest expense increased by $699,000, or 2.3%, to $31.7 million for the nine months ended September 30, 2025[174]. Tax and Regulatory Compliance - The effective tax rate for the third quarter of 2025 was 15.2%, compared to 13.0% for the same quarter a year ago[168]. - The effective tax rate for the first nine months of 2025 was 14.4%, up from 12.9% in the same period of 2024, due to higher pre-tax income[186]. - If Richmond Mutual Bancorporation were subject to regulatory guidelines for bank holding companies with $3.0 billion or more in assets, it would have exceeded all regulatory capital requirements as of September 30, 2025[202]. Other Financial Metrics - The net interest margin (annualized) improved to 3.07% for the three months ended September 30, 2025, compared to 2.60% for the same period in 2024[161]. - The average yield on loans and leases increased to 6.63% for the quarter ended September 30, 2025, compared to 6.27% for the same period in 2024[155]. - Net interest margin (annualized) was 2.93% for the nine months ended September 30, 2025, compared to 2.66% for the same period in 2024[177]. - Noninterest expense increased by $67,000, or 0.8%, to $8.1 million for the three months ended September 30, 2025[167]. - Noninterest expense rose by $441,000, or 1.8%, to $24.6 million for the nine months ended September 30, 2025, primarily due to increased salaries and one-time expenses related to contract negotiations[185].

Financial Performance - Net income for Q3 2025 was $3.6 million, or $0.37 diluted earnings per share, representing a 42% increase from Q2 2025 and a 54% increase from Q3 2024[1][2]. - Net income for the nine months ended September 30, 2025, was $8.2 million, compared to $6.9 million for the same period in 2024[32]. - Basic earnings per share increased to $0.84 for the nine months ended September 30, 2025, up from $0.68 in the prior year[32]. Interest Income and Margin - Net interest income increased by $536,000, or 5.0%, to $11.3 million compared to Q2 2025, and increased by $1.9 million, or 19.7%, from Q3 2024[4][5]. - Annualized net interest margin improved to 3.07% in Q3 2025, up from 2.93% in Q2 2025 and 2.60% in Q3 2024[4][13]. - Net interest income for the nine months ended September 30, 2025, was $32.3 million, an increase from $28.8 million in the same period of 2024[32]. - Net interest income for the three months ended September 30, 2025, was $11,295 thousand, compared to $9,433 thousand for the same period in 2024, reflecting a year-over-year increase of 19.7%[36]. - The net interest margin improved to 3.07% for the three months ended September 30, 2025, compared to 2.60% for the same period in 2024[37]. Asset Quality - Nonperforming loans and leases rose to $10.8 million, or 0.90% of total loans and leases, compared to $8.1 million, or 0.68%, in Q2 2025[4]. - The allowance for credit losses on loans and leases increased by $574,000, or 3.6%, to $16.4 million, representing 1.37% of total loans and leases outstanding[21]. - Nonperforming loans and leases rose to $10.8 million, or 0.90% of total loans and leases, up from $6.8 million, or 0.58%, at December 31, 2024[20]. - Non-performing assets as a percentage of total assets increased to 0.71% in Q3 2025 from 0.45% in Q3 2024, indicating a slight deterioration in asset quality[40]. Deposits and Liabilities - Deposits totaled $1.1 billion, with noninterest-bearing deposits at $110.8 million, or 9.9% of total deposits[4]. - Total deposits increased by $24.3 million, or 2.2%, to $1.1 billion, with retail time deposits contributing significantly to this growth[24]. - Total deposits rose to $1,118,258 thousand, an increase of 2.1% from $1,096,389 thousand on June 30, 2025[34]. - Interest-bearing liabilities totaled $1,254,840 thousand, with a cost of 3.35% for the three months ended September 30, 2025[36]. Operational Efficiency - Total noninterest expense decreased by $27,000, or 0.3%, to $8.1 million compared to Q2 2025[4][16]. - The efficiency ratio improved to 64.18% in Q3 2025 from 74.51% in Q3 2024, suggesting better cost management relative to income[40]. - The number of full-time equivalent employees increased to 179 in Q3 2025 from 171 in Q3 2024, indicating growth in operational capacity[40]. Capital and Equity - Stockholders' equity rose by $7.2 million, or 5.4%, to $140.0 million, primarily due to net income of $8.2 million[26]. - Common equity tier 1 capital ratio remained stable at 13.11% in Q3 2025, consistent with the previous year, reflecting strong capital adequacy[40]. Overall Assets - Total assets remained stable at $1.5 billion as of September 30, 2025, consistent with previous quarters[4]. - Total assets increased to $1,525,565 thousand as of September 30, 2025, up from $1,507,759 thousand on June 30, 2025, representing a growth of 1.8%[33]. - Total assets reached $1,509,972 thousand at the end of Q3 2025, up from $1,490,458 thousand at the end of Q3 2024, showing overall growth in the balance sheet[38].

Core Insights - Richmond Mutual Bancorporation, Inc. reported a net income of $3.6 million, or $0.37 diluted earnings per share, for Q3 2025, marking a 42% increase from Q2 2025 and a 54% increase from Q3 2024 [1][2][3] Financial Performance - The growth in net income and diluted earnings per share was primarily driven by higher net interest income due to an expanded net interest margin [2] - Net interest income before the provision for credit losses increased by $536,000, or 5.0%, to $11.3 million in Q3 2025 compared to Q2 2025, and increased by $1.9 million, or 19.7%, from Q3 2024 [5][12] - The annualized net interest margin improved to 3.07% in Q3 2025, up from 2.93% in Q2 2025 and 2.60% in Q3 2024 [13][12] Income Statement Highlights - Interest income rose by $467,000, or 2.2%, to $21.8 million in Q3 2025 compared to Q2 2025, and increased by $1.6 million, or 7.7%, from Q3 2024 [6] - Interest expense decreased by $68,000, or 0.6%, to $10.5 million in Q3 2025 compared to Q2 2025, and decreased by $310,000, or 2.9%, from Q3 2024 [10] - Noninterest income increased by $218,000, or 20.2%, to $1.3 million in Q3 2025 compared to Q2 2025, but decreased by $27,000, or 2.0%, from Q3 2024 [15] Balance Sheet Summary - Total assets were $1.5 billion as of September 30, 2025, with loans and leases totaling $1.2 billion [12][18] - Total deposits increased by $24.3 million, or 2.2%, to $1.1 billion at September 30, 2025, compared to December 31, 2024 [24] - Stockholders' equity rose to $140.0 million at September 30, 2025, an increase of $7.2 million, or 5.4%, from December 31, 2024 [26] Credit Quality - Nonperforming loans and leases totaled $10.8 million, or 0.90% of total loans and leases, at September 30, 2025, compared to $6.8 million, or 0.58%, at December 31, 2024 [20] - The allowance for credit losses increased to $16.4 million, or 1.37% of total loans and leases outstanding, at September 30, 2025 [21] Management Commentary - The CEO expressed satisfaction with the third quarter results, highlighting the strength of the core banking model and the importance of customer care and community support amid economic uncertainties [3]

Group 1 - Richmond Mutual Bancorporation, Inc. declared a cash dividend of $0.15 per share on its common stock [1] - The cash dividend will be payable on September 18, 2025, to stockholders of record as of September 4, 2025 [1] Group 2 - Richmond Mutual Bancorporation, Inc. is headquartered in Richmond, Indiana, and serves as the holding company for First Bank Richmond [2] - The company offers traditional financial and trust services through eight locations in Indiana and five locations in Ohio, along with a loan production office in Columbus, Ohio [2]

Financial Performance - For the six months ended June 30, 2025, net income was $4.6 million, an increase from $4.4 million for the same period in 2024, representing a growth of approximately 4.5%[140] - Net income for the three months ended June 30, 2025, was $2.6 million, a $541,000 or 26.3% increase from $2.1 million for the same period in 2024[156] - Net income for the six months ended June 30, 2025, was $4.6 million, a 3.2% increase from $4.4 million in the same period of 2024[173] - Noninterest income decreased by $32,000, or 2.9%, to $1.1 million for the quarter ended June 30, 2025[170] - Noninterest income remained flat at $2.2 million for both periods, with an 8.2% increase in other income primarily due to wealth management[8] Asset Quality - Nonaccrual loans and leases rose to $5.6 million at June 30, 2025, compared to $5.1 million at December 31, 2024, indicating a deterioration in asset quality[147] - Nonperforming loans and leases totaled $8.1 million, or 0.68% of total loans and leases, at June 30, 2025, up from $6.8 million, or 0.58%, at December 31, 2024[147] - The allowance for credit losses on loans and leases increased by $428,000, or 2.7%, to $16.2 million at June 30, 2025, representing 1.37% of total loans and leases outstanding[148] - The provision for credit losses was $1.5 million for the first half of 2025, compared to $454,000 for the same period in 2024, reflecting loan growth in higher-risk portfolios[4] Capital and Liquidity - The Company's total risk-based capital ratio was 14.24% at June 30, 2025, exceeding the 10.0% requirement for a well-capitalized institution[140] - Stockholders' equity totaled $132.3 million at June 30, 2025, a decrease of $550,000, or 0.4%, due to $2.9 million in dividends and $5.6 million in stock repurchases, partially offset by net income of $4.6 million[154] - As of June 30, 2025, liquid assets totaled $276.9 million, with $414.2 million in certificates of deposit maturing within one year[13] - The company had a total remaining borrowing capacity with the FHLB of approximately $112.5 million as of June 30, 2025[14] - Richmond Mutual Bancorporation would have exceeded all regulatory capital requirements if it were subject to guidelines for bank holding companies with $3.0 billion or more in assets as of June 30, 2025[203] Loans and Deposits - As of June 30, 2025, the Company reported total assets of $1.5 billion, with net loans and leases of $1.2 billion and deposits of $1.1 billion[140] - Total deposits increased by $2.4 million, or 0.2%, to $1.1 billion at June 30, 2025, driven by a $12.0 million increase in interest-bearing demand deposits and a $10.5 million increase in retail time deposits[151] - Loans and leases increased by $9.0 million, or 0.8%, with significant contributions from commercial real estate, commercial and industrial, and multi-family loans[145] Interest Income and Expense - Interest income increased by $1.3 million, or 6.3%, to $21.3 million for the quarter ended June 30, 2025, with interest income on loans and leases rising by $1.4 million, or 7.7%[157] - Interest income increased by $2.6 million, or 6.6%, to $42.2 million for the six months ended June 30, 2025, compared to $39.6 million for the same period in 2024[174] - Interest expense increased by $1.0 million, or 5.0%, to $21.2 million for the six months ended June 30, 2025[178] - Interest expense increased by $77,000, or 0.7%, to $10.6 million for the quarter ended June 30, 2025, with interest expense on deposits decreasing by $189,000, or 2.4%[160] Margins and Yields - The net interest margin (annualized) was 2.93% for the three months ended June 30, 2025, compared to 2.64% for the same period in 2024[164] - The average yield on loans and leases increased to 6.51% for the quarter ended June 30, 2025, compared to 6.20% for the same quarter in 2024[157] - The average yield on loans and leases was 6.44% for the six months ended June 30, 2025, compared to 6.16% for the same period in 2024[174] - Net interest margin (annualized) was 2.86% for the six months ended June 30, 2025, compared to 2.69% for the same period in 2024[180] Expenses and Tax Rate - Noninterest expense increased by $58,000, or 0.7%, to $8.1 million for the three months ended June 30, 2025[171] - Noninterest expense rose to $16.5 million, a 2.3% increase from $16.1 million in 2024, driven by higher salaries and one-time expenses related to contract negotiations[9] - The effective tax rate for the second quarter of 2025 was 12.8%, compared to 12.9% for the same quarter in 2024[172] - The effective tax rate increased to 13.8% for the first half of 2025, up from 12.9% in 2024, mainly due to the expiration of certain charitable contribution carryforwards[10]

Core Viewpoint - Richmond Mutual Bancorporation (RMBI) is characterized as a small bank lacking competitive advantages in the regional banking sector, which makes its investment case primarily reliant on its above-average performance [1] Group 1: Company Overview - Richmond Mutual Bancorporation is identified as a small bank within the regional banking space [1] - The bank does not possess any particularly competitive advantage, which may limit its growth potential [1] Group 2: Analyst Background - The analysis is conducted by a fund manager/analyst with over 18 years of experience in the financial sector, specifically in portfolio management [1]