Loan Portfolio - As of December 31, 2025, total loans receivable amounted to $1,448.8 million, a decrease from $1,506.6 million in 2024, reflecting a decline of approximately 3.8%[28] - The loan portfolio composition includes $442.4 million in residential real estate loans, down from $467.3 million in 2024, indicating a decrease of about 5.5%[28] - Adjustable-rate mortgage (ARM) originations totaled $6.5 million for 2025, representing 12.5% of total mortgage loan originations, compared to $7.3 million in 2024[38] - The company’s commercial real estate loans stood at $555.6 million as of December 31, 2025, slightly up from $551.7 million in 2024, showing a growth of approximately 0.3%[28] - Home equity loans increased to $53.5 million in 2025 from $49.8 million in 2024, marking a growth of about 3.5%[28] Lending Strategy - The company’s lending strategy emphasizes quality growth and product diversification, focusing on adjustable-rate and shorter-term products[24] - The maximum loan amount to a single borrower under Indiana law was approximately $30.8 million as of December 31, 2025, with no loans exceeding regulatory limits[26] - The primary lending area includes Lake County in Indiana and Cook County in Illinois, where most loan activities are concentrated[30] - The company aims to effectively market all lending programs to its primary market area, ensuring competitive and profitable pricing[24] Loan Performance - The total non-performing loans decreased from $13,738,000 in 2024 to $11,162,000 in 2025, representing a reduction of approximately 18.7%[54] - The ratio of non-performing loans to total loans improved from 0.91% in 2024 to 0.77% in 2025, indicating enhanced credit quality[54] - The total substandard loans decreased from $16,021,000 in 2024 to $12,830,000 in 2025, a decline of about 20.0%[57] - Special mention loans slightly decreased from $25,290,000 in 2024 to $24,512,000 in 2025, reflecting a reduction of approximately 3.1%[58] - The allowance for credit losses allocated for collateral dependent loans was $263,000 as of December 31, 2025[63] Credit Losses and Recoveries - For the year ended December 31, 2025, the total charge-offs amounted to $755,000, a decrease from $2,468,000 in 2024, indicating a significant improvement in loan performance[70] - The allowance for credit losses (ACL) at the end of 2025 was $17,506,000, representing an increase from $16,911,000 in 2024, with an ACL to loans outstanding ratio of 1.21%[70] - The total recoveries for the year 2025 were $568,000, compared to $412,000 in 2024, showing an increase in recovery efforts[70] - The company closely monitors modified loans for borrowers experiencing financial difficulty, with a focus on understanding the effectiveness of modification efforts[66] Investment Portfolio - The investment portfolio totaled $316.2 million as of December 31, 2025, down from $333.6 million in 2024, reflecting a strategic adjustment in asset allocation[72] - The total securities available-for-sale decreased to $316,227,000 in 2025 from $333,554,000 in 2024, indicating a reduction in the investment portfolio size[74] - The weighted average yield for municipal securities was 2.97% for amounts after 10 years, contributing to the overall yield of the investment portfolio[76] Deposits and Liabilities - As of December 31, 2025, total deposits amounted to $1,754.974 million, a slight decrease of 0.03% from $1,755.547 million in 2024[81] - The Company had approximately $503.0 million in uninsured deposits as of December 31, 2025, compared to $498.0 million in 2024[81] - The total interest-bearing liabilities decreased to $1,571.673 million in 2025 from $1,589.472 million in 2024[90] - The Company maintained a $25.0 million line of credit with the Federal Home Loan Bank of Indianapolis, with no balance as of December 31, 2025[84] Capital Adequacy and Regulatory Compliance - As of December 31, 2025, the Bank met all applicable capital adequacy requirements as set forth in 12 C.F.R. § 324 [120] - Federal regulations require a common equity Tier 1 capital to risk-based assets ratio of 4.50%, a Tier 1 capital to risk-based assets ratio of 6.00%, and a total capital to risk-based assets ratio of 8.00% [115] - The Company is exempt from consolidated regulatory capital requirements under the FRB's "Small Bank Holding Company" exemption, applicable to those with less than $3 billion in consolidated assets [121] - As of December 31, 2025, the Bank's capital exceeded all applicable regulatory capital requirements [128] - The common equity tier 1 capital to risk-weighted assets ratio was 11.86%, exceeding the minimum required ratio of 4.50%[129] - The total capital to risk-weighted assets ratio was 13.09%, significantly above the minimum requirement of 8.00%[129] Interest Rate Risk Management - Interest rate risk is identified as the primary source of market risk for the Company as of December 31, 2025[322] - The Asset Liability Committee focuses on ensuring a stable and steadily increasing flow of net interest income through managing the size and mix of the balance sheet[325] - The Company utilizes income simulations and EVE at Risk simulations to measure and manage interest rate risk[328] - The Company models a set of interest rate scenarios to assess the financial effects of potential rate changes[330] - The company forecasts net interest income sensitivity to market interest rate changes over the next twelve months, indicating potential earnings impact under various scenarios[332] Executive Compensation and Shareholder Rights - The Company is required to provide shareholders an opportunity to vote on executive compensation and golden parachute payments[158] - The shares of the Company's Common Stock are listed on the Nasdaq Capital Market under the trading symbol "FNWD"[159] Regulatory Environment - The Company is evaluating the impact of proposed regulatory capital framework changes on its business and financial condition[130] - The Bank was rated "satisfactory" with respect to its Community Reinvestment Act compliance during its most recent regulatory examination[143] - The initial base assessment rates for deposit insurance premiums range from 5 to 35 basis points, with adjustments based on various factors[137] - The FDIC has set the designated reserve ratio for the deposit insurance fund at 2% of estimated insured deposits, with a long-term goal to restore the fund to a 1.35% ratio by September 30, 2028[135] Taxation - The Bank is subject to Indiana's Financial Institutions Tax at a rate of 4.9% for 2025 and Illinois state tax at a rate of 9.5%[166] - As of December 31, 2025, the Company has consolidated total deferred tax assets of $31 million and total deferred tax liabilities of $6 million, resulting in a net deferred tax asset of $25 million[167] Cybersecurity - The Company did not discover any material cybersecurity incidents during 2025[150]

Financial Viability - The company has substantial doubt regarding its ability to continue as a going concern and needs to raise capital in the near term to maintain operations[55]. - The company has experienced volatility in interest rates, which could impede growth plans[498]. - The company has successfully engaged in equity financing in the past but lacks substantial credit lines for future financing[499]. - The company is exposed to credit risk with cash balances exceeding the FDIC insured amount of $250,000[506]. - The company anticipates that future events may cause assessments of its financial performance to change[51]. Economic Environment - The company does not believe inflation has materially affected its business, but it is currently operating in a volatile inflationary environment[507]. Operational Risks - The company is subject to various risks including operational, human capital, and legal and regulatory risks that could impact performance[502][504]. - The company is in the process of establishing procedures to promote compliance with legal and regulatory requirements[504]. Business Development - The company is focused on developing new products and services and enhancing its business operations[55]. - The company has identified market demand for lithium-based end products as a key factor for future growth[55].

Financial Viability - The company has substantial doubt regarding its ability to continue as a going concern and needs to raise capital in the near term to maintain operations[55]. - Liquidity risk poses a challenge as the company may struggle to access necessary funding sources for operations[499]. Market and Listing Risks - The company has experienced risks related to maintaining the listing of its Common Stock and Public Warrants on Nasdaq, which could affect its financial performance[55]. Interest Rate Risks - The company is exposed to interest rate risk, which could impede its growth plans due to volatility in the interest rate market[498]. - As of December 31, 2025, the company did not have significant risk for changes in interest rates[505]. Credit and Counterparty Risks - Credit risk is present due to potential defaults or deterioration in credit quality of counterparties, impacting financial stability[500]. Operational Risks - The company faces operational risks that require effective management to deliver on project plans and timelines[501]. Human Capital Risks - Human capital risk is significant, as the company relies on attracting and retaining qualified individuals with specialized technical knowledge[502]. Legal and Regulatory Risks - Legal and regulatory risks include non-compliance with applicable laws, which could harm the company's reputation and operations[504]. Inflation Impact - The company does not believe inflation has materially affected its business, but it operates in a volatile inflationary environment that could impact financial results[507].

Revenue Performance - Platform revenue for Q4 2025 was $4.0 million, a decrease of 13% compared to Q4 2024 revenue of $4.6 million[5]. - Full year 2025 platform revenue totaled $15.2 million, down 27% from $20.9 million in 2024, primarily due to the timing of project financings[5]. - Total revenues for the year ended December 31, 2025, reached $20,097 million, a decrease from $51,119 million in 2024[30][32]. - Total revenues for the year ended December 31, 2025, were $20,097,000, a decrease of 60.7% compared to $51,119,000 for the year ended December 31, 2024[47]. - Asset management revenues for Q4 2025 were $3,963,000, slightly up from $3,953,000 in Q4 2024, showing a marginal increase of 0.3%[47]. Net Loss and Earnings - Platform net loss for Q4 2025 was $7.7 million, or $1.24 per diluted share, an improvement from a net loss of $11.6 million, or $10.34 per diluted share in Q4 2024[5]. - For the full year 2025, platform net loss was $21.2 million, or $7.50 per diluted share, compared to a net loss of $19.6 million, or $17.86 per diluted share in 2024[5]. - Net loss attributable to CaliberCos Inc. for the year ended December 31, 2025, was $21,798 million, compared to a net loss of $19,777 million in 2024[30][32]. - Basic and diluted net loss per share for the year ended December 31, 2025, was $7.70, compared to $17.90 in 2024[30][32]. - Platform Earnings for the year ended December 31, 2025, reported a net loss attributable to CaliberCos Inc. of $7,721,000, compared to a loss of $11,388,000 in 2024[60]. Expenses and Liabilities - Total expenses for the year ended December 31, 2025, amounted to $27,671 million, an increase from $64,432 million in 2024[30][32]. - Operating costs for the year ended December 31, 2025, totaled $13,848,000, down from $23,939,000 in 2024, representing a decrease of 42.2%[47]. - Total liabilities increased from $94,282,000 as of December 31, 2024, to $109,165,000 as of December 31, 2025, an increase of 15.7%[49]. Asset Management and Fair Value - Fair value assets under management (FV AUM) decreased by 1.9% to $779.7 million, primarily due to the disposition of three hospitality assets[5]. - Fair value of assets under management (FV AUM) as of December 31, 2025, was $779,730 million, down from $794,923 million as of December 31, 2024[38][40]. - The company reported a change in fair value of digital assets amounting to $(5,793) million for the year ended December 31, 2025[30]. - The company reported a change in fair value of digital assets amounting to $5,116,000 for the three months ended December 31, 2025[60]. Future Outlook - Caliber expects 2026 revenue to be in the range of $18 million to $22 million, with approximately 60% of growth driven by debt financing-related activities[11]. - The company anticipates achieving adjusted EBITDA profitability and positive net operating income in 2026[12]. Capital Management - Managed capital increased by 5.0% year-over-year to $517.2 million, with originations of $26.5 million[6]. - Managed Capital increased from $492,542,000 as of December 31, 2024, to $517,186,000 as of December 31, 2025, reflecting a growth of 5.0%[43]. - Cash and restricted cash combined increased from $4,348,000 as of December 31, 2024, to $5,166,000 as of December 31, 2025, a growth of 18.9%[48]. - The company had loaned $8.5 million to its funds as of December 31, 2025, compared to $0.4 million as of December 31, 2024, reflecting significant growth in credit managed capital[43]. - Preferred stock attributable to CaliberCos Inc. increased from $0 as of December 31, 2024, to $5,101,000 as of December 31, 2025, indicating new equity financing[50]. Digital Assets - Caliber's digital asset treasury held 562,535 LINK tokens valued at $6.9 million at the end of Q4 2025[9]. - Digital assets increased to $6,850,000 as of December 31, 2025, compared to none reported as of December 31, 2024, indicating a new asset category[48]. Investment Impairment - The company recorded an investment impairment of $2,808,000 for the year ended December 31, 2025[60].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE AC ...

Financial Performance - Total revenue for the three-month period ended December 31, 2025, was $1.8 million, a decrease of 47% compared to $3.3 million in the same period in 2024[182]. - Gross margin for the three-month period ended December 31, 2025, was $0.6 million, a decrease of 70% from $2.0 million in the same period in 2024[182]. - Total revenue for the twelve-month period ended December 31, 2025, was $7.5 million, a decrease of 22% compared to $9.6 million in 2024[184]. - Gross margin for the twelve-month period ended December 31, 2025, was $2.6 million, a decrease of 44% from $4.7 million in 2024[184]. - The company reported a net loss of $2.2 million for the three-month period ended December 31, 2025, compared to a net loss of $6.7 million in the same period in 2024[181]. - Basic loss per share for the twelve-month period ended December 31, 2025, was $3.27, compared to $5.93 in 2024[181]. - Net loss for the twelve-month period ended December 31, 2025, was $10.4 million, or $3.27 loss per common share, compared to a net loss of $15.3 million, or $5.93 loss per common share in 2024[208]. - The company reported a decrease in net other income for the twelve-month period ended December 31, 2025, to $0.3 million from $3.1 million in 2024, a decrease of $2.8 million[205]. Cost Management and Restructuring - The decision to wind down the biopharmaceutical business is expected to generate approximately $1.9 million in annualized cost savings by eliminating ongoing operating losses and reducing administrative costs[170]. - The company plans to suspend its public reporting obligations under the Exchange Act to achieve further cost savings, while remaining listed on the TSX and OTC Market[179][180]. - Total selling, general and administrative expenses for the three-month period ended December 31, 2025, were $2.4 million, a decrease of $0.3 million from $2.7 million in 2024, primarily due to cost-cutting measures[192]. - Total selling, general and administrative expenses for the twelve-month period ended December 31, 2025, were $10.0 million, a decrease of $0.4 million from $10.4 million in 2024[195]. - The company experienced a $12.0 million increase in operating cash outflows from $2.6 million in 2023 to $14.6 million in 2024[215]. - The company noted a significant decrease in spending on the DETECT trial, with a reduction of $2.1 million for the twelve-month period[191]. Business Strategy and Focus - COSCIENS's primary business focuses on natural active ingredients, including beta glucan and avenanthramides, marketed to personal care and health industries[171]. - The company has shifted focus from its biopharmaceutical segment to its active ingredients business, which leverages proprietary extraction technologies[162][175]. - COSCIENS continues to explore new product applications and categories within the active ingredients space, emphasizing innovation and market expansion[173]. - The company is accelerating the development and commercialization of its patented PGX Technology, which has not yet generated revenue but is in early-stage commercialization efforts[178]. - A collaboration with NATEX Prozesstechnologie GesmbH was initiated in 2023 to scale up PGX Technology at facilities in Edmonton and Austria, with construction and technical validation now complete[176]. Financial Position and Liquidity - Cash and cash equivalents as of December 31, 2025, were $7.3 million, down from $16.4 million in 2024[212]. - Total assets decreased to $21.4 million as of December 31, 2025, from $35.1 million in 2024[212]. - The company anticipates surrendering its rights to Macrilen due to the insolvency process[199]. - The company reported an accumulated deficit of $20.5 million and a net loss of $10.4 million for the year ended December 31, 2025[222]. - Net cash used in operating activities was $8.5 million for the twelve-month period ended December 31, 2025, a decrease of $6.1 million compared to $14.6 million in 2024[215]. - The company plans to finance future operations primarily through product sales and existing cash on hand, which is expected to be sufficient for at least the next 12 months[222]. - Significant contractual obligations as of December 31, 2025, include $162,000 due within one year and $19,000 due in 1-5 years[224]. Internal Controls and Governance - The company completed remediation of material weaknesses in internal controls over financial reporting as of December 31, 2025[245]. - Management executed a restructuring of the finance leadership team, hiring a new Controller and Assistant Controller with CPA designations[240]. - Enhanced controls were implemented, including standardized monthly reporting packages and improved corporate-subsidiary communication[243]. - A comprehensive information technology general controls risk control matrix was implemented, confirming effectiveness across core domains[243]. Risks and Challenges - The company has $7,307,028 in cash and cash equivalents as of December 31, 2025, but there is substantial doubt about its ability to continue as a going concern[502]. - The company is exposed to foreign exchange risk due to investments in foreign operations with functional currency in Canadian Dollar[503]. - The company does not require collateral for trade accounts receivable but performs ongoing credit reviews to determine expected credit losses[498]. - Financial liabilities, except lease liabilities, are current liabilities with expected settlement dates within one year[500]. - The company manages liquidity risk through monitoring rolling forecasts of cash and cash equivalents based on expected cash flows[499].

Financial Performance - Total revenue for the three-month period ended December 31, 2025, was $1.8 million, a decrease of 47% from $3.3 million in the same period in 2024[182]. - Total revenue for the twelve-month period ended December 31, 2025, was $7.5 million, down 22% from $9.6 million in 2024[184]. - Gross margin for the three-month period ended December 31, 2025, was $0.6 million, a decrease of 70% from $2.0 million in the same period in 2024[182]. - Gross margin for the twelve-month period ended December 31, 2025, was $2.6 million, down 44% from $4.7 million in 2024[184]. - The company reported a net loss of $2.2 million for the three-month period ended December 31, 2025, compared to a net loss of $6.7 million in the same period in 2024[181]. - The basic loss per share for the twelve-month period ended December 31, 2025, was $3.27, compared to $5.93 in 2024[181]. - Net loss for the twelve-month period ended December 31, 2025, was $10.4 million, a decrease of $4.9 million from a net loss of $15.3 million in 2024[208]. Cost Management - The company anticipates annualized cost savings of approximately $1.9 million by eliminating ongoing operating losses and reducing administrative costs associated with the biopharmaceutical business[170]. - The company has decided to walk away from the biopharmaceutical business, which will significantly reduce ongoing operating expenses and extend available cash resources[169]. - The company plans to suspend its public reporting obligations under the Exchange Act to achieve further cost savings, while remaining listed on the TSX and OTC Market[179][180]. - Total selling, general and administrative expenses for the three-month period ended December 31, 2025, were $2.4 million, a decrease of $0.3 million or 13% from $2.7 million in 2024[192]. - Total selling, general and administrative expenses for the twelve-month period ended December 31, 2025, were $10.0 million, a decrease of $0.4 million or 4% from $10.4 million in 2024[195]. Research and Development - Research and development expenses for the three-month period ended December 31, 2025, were $0.6 million, a decrease of 79% from $2.9 million in 2024[187]. - Research and development expenses for the twelve-month period ended December 31, 2025, were $3.0 million, down 64% from $8.3 million in 2024[188]. - Total research and development expenses for the twelve-month period ended December 31, 2024, were $8.3 million, an increase of $6.3 million from $2.0 million in 2023[192]. - The company noted a significant decrease in spending on the DETECT trial, with a reduction of $2.1 million for the twelve-month period ended December 31, 2025[191]. - An increase in R&D costs of $6.2 million was noted, primarily due to costs associated with clinical trials[216]. Assets and Liabilities - Cash and cash equivalents as of December 31, 2025, were $7.3 million, down from $16.4 million in 2024[212]. - Total assets as of December 31, 2025, were $21.4 million, a decrease from $35.1 million in 2024[212]. - Total liabilities as of December 31, 2025, were $17.6 million, down from $21.9 million in 2024[212]. - As of December 31, 2025, the company had an accumulated deficit of $20.5 million and a net loss of $10.4 million, resulting in negative cash flows from operations of $8.4 million for the twelve-month period[222]. Insolvency and Strategic Decisions - COSCIENS Biopharma Inc. reported a strategic decision to cease funding its German subsidiaries, leading to an insolvency filing on March 23, 2026[166][167]. - As of December 31, 2025, the unfunded pension liability associated with the German subsidiaries was $11.0 million, which will be derecognized following the insolvency process[170]. - The biopharmaceutical business historically operated at a loss, with the long-term viability dependent on expanding the market for its main asset, Macrilen[168]. Technology and Collaboration - COSCIENS is accelerating the development and commercialization of its patented PGX Technology, which has not yet generated revenue but is in early-stage commercialization efforts[178]. - A collaboration with NATEX Prozesstechnologie GesmbH was initiated in 2023 to scale up PGX Technology at facilities in Edmonton and Austria, with construction and technical validation now complete[176]. Financial Controls and Governance - The company identified material weaknesses in internal control over financial reporting as of December 31, 2024, which were addressed in subsequent evaluations[238]. - The company completed remediation of material weaknesses in internal controls over financial reporting as of December 31, 2025[245]. - Management executed a restructuring of the finance leadership team, hiring a new Controller and Assistant Controller with CPA designations[240]. - Enhanced controls were implemented, including standardized monthly reporting packages and improved corporate-subsidiary communication[243]. - The company has undertaken measures to strengthen execution, oversight, and overall effectiveness of financial reporting controls[240]. Cash Flow and Financing - Cash used by operating activities was $1.5 million for the three-month period ended December 31, 2025, a decrease of $1.5 million compared to $3.0 million in the same period in 2024[215]. - Cash provided by investing activities totaled $0.2 million for the three-month period ended December 31, 2025, compared to cash used of $0.3 million in the same period in 2024, marking a $0.5 million increase in investing cash inflows[218]. - Cash used in financing activities totaled $0.1 million for the three-month period ended December 31, 2025, a decrease of $0.1 million compared to $0.2 million in the same period in 2024[217]. - The company plans to finance future operations and capital expenditures primarily through product sales and existing cash on hand, which is expected to be sufficient for at least the next 12 months[222]. - The company experienced a $25.5 million decrease in cash flows from investing activities for the year ended December 31, 2025, compared to cash provided of $25.1 million in 2024, primarily due to cash acquired as part of a prior transaction[219]. Credit and Risk Management - The company does not require collateral for trade accounts receivable but performs ongoing credit reviews to determine expected credit losses[498]. - Financial liabilities, except lease liabilities, are current liabilities with expected settlement dates within one year[500]. - The company is exposed to foreign exchange risk due to investments in foreign operations with a functional currency of the Canadian Dollar[503]. - The maximum exposure to credit risk approximates the amount recognized in the company's consolidated statement of financial position[499].

Financial Performance and Assets - As of December 31, 2025, the company had total consolidated balance sheet assets of $20.75 billion and wealth assets under advice of $16.0 billion[26]. - As of December 31, 2025, the company managed $16.0 billion in assets under advice in its Wealth Management business, with Central Trust Company managing approximately $11.0 billion[55]. - As of December 31, 2025, total deposits amounted to $15.9 billion, with 35.4% in noninterest-bearing accounts, 54.3% in savings and interest-bearing demand deposits, and 10.3% in time deposits[73]. - The average deposit account size was approximately $25,000, and non-time deposits represented 89.7% of total deposits, with a total deposit cost of 1.18% for the year[73]. - The company held approximately $6.4 billion in investment securities, which represented about 30.9% of its total assets[191]. Customer and Market Engagement - The company operates 155 full-service branch locations with a consolidated weighted average deposit market share of approximately 24%[26]. - The average tenure of deposit customers was 13 years as of December 31, 2025, and the company achieved a Net Promoter Score of 74, which is believed to be twice the average for U.S. retail banks[30]. - The company served approximately 257,000 households through its network of branches and employed around 1,400 full-time employees as of December 31, 2025[50]. - The company plans to open eight new branches in attractive metro areas, including St. Louis, Kansas City, and Denver, to expand its footprint[88]. - Approximately $40 billion of wealth assets from existing high-net-worth customers are identified for potential capture through enhanced banking relationships[88]. Loan Portfolio and Risk Management - The total commercial real estate (CRE) loans amounted to $4,731 million, including $3,150 million in non-owner occupied CRE and $1,580 million in owner occupied CRE as of December 31, 2025[60]. - The company has a diversified loan portfolio with 38% exposure to Consumer customers and 62% to Commercial customers as of December 31, 2025[71]. - The company faces risks related to credit management, including potential loan defaults and the need to increase the allowance for credit losses, which could adversely affect net income[158]. - The allowance for credit losses may prove insufficient to absorb potential losses in the loan and lease portfolio, impacting the company's financial condition[159]. - The company is subject to regulatory reviews of its allowance for credit losses, which may require adjustments that could negatively affect net income[162]. Capital and Regulatory Compliance - As of December 31, 2025, the total risk-based capital ratio for the company is 29.3%, with a Tier 1 capital ratio of 28.1% and a leverage ratio of 15.7%[105]. - The company is categorized as "well-capitalized," exceeding the minimum requirements of a total risk-based capital ratio of 10% and a Tier 1 risk-based capital ratio of 8%[107]. - The company must maintain adequate capital above regulatory minimums to avoid restrictions on dividend payments[113]. - The Federal Reserve requires prior approval for any acquisition of more than 5% of voting stock in another bank or bank holding company[116]. - The company must comply with safety and soundness standards established by federal banking agencies, including maintaining appropriate internal controls and risk management practices[122]. Operational and Strategic Initiatives - The company has invested in a banking core modernization project aimed at providing real-time, API-based capabilities[30]. - The strategic plan "The Road Ahead," initiated in 2022, focuses on profitable growth, customer relationship deepening, and larger strategic acquisitions[84]. - The company is positioned to pursue earnings per share accretive acquisitions with a return on invested capital exceeding 10%[85]. - The company recorded FDIC insurance premium expenses of $4.3 million for the year ended December 31, 2025[101]. - The company faces risks from potential declines in real estate valuations, which could lead to increased loan delinquencies and problem assets[175]. Regulatory and Compliance Risks - The company is subject to compliance with various consumer protection laws, including the Truth in Lending Act and the Equal Credit Opportunity Act[128]. - Non-compliance with laws and regulations could result in significant penalties, loss of FDIC insurance, or damage to the company's brand[224]. - Increased regulatory scrutiny may raise operational costs and reduce profitability, particularly concerning deposit composition and liquidity[225]. - The Dodd-Frank Act subjects banks with over $10 billion in assets to CFPB supervision regarding consumer financial laws[128]. - Changes in accounting standards may require the company to adjust assumptions or estimates, negatively impacting financial reporting and capital ratios[222].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to DT CLOUD STAR ACQUISITION CORPORATION (Exact name of registrant guarantor as specified in its charter) | Cayman Islands | 001-42167 | N/A | | --- | --- | --- | | (St ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to DT CLOUD STAR ACQUISITION CORPORATION (Exact name of registrant guarantor as specified in its charter) | Cayman Islands | 001-42167 | N/A | | --- | --- | --- | | (St ...