Riverview Bancorp(RVSB) - 2026 Q1 - Quarterly Report

Part I. Financial Information Item 1: Financial Statements (Unaudited) Unaudited consolidated financial statements for Q2 2025, including balance sheets, income, equity, cash flows, and related notes Consolidated Balance Sheets | Metric | June 30, 2025 (in thousands) | March 31, 2025 (in thousands) | | :----------------------------------- | :----------------------------- | :---------------------------- | | Assets: | | | | Cash and cash equivalents | $34,172 | $29,414 | | Investment securities available for sale | $118,777 | $119,436 | | Investment securities held to maturity | $197,478 | $203,079 | | Loans receivable (net) | $1,052,654 | $1,047,086 | | Total Assets | $1,516,643 | $1,513,323 | | Liabilities: | | | | Deposits | $1,209,893 | $1,232,328 | | FHLB advances | $102,500 | $76,400 | | Total Liabilities | $1,354,642 | $1,353,309 | | Shareholders' Equity: | | | | Total Shareholders' Equity | $162,001 | $160,014 | - Total assets increased by $3.32 million from March 31, 2025, to June 30, 2025, reaching $1.517 billion[11] - Deposits decreased by $22.435 million, while FHLB advances increased by $26.1 million, indicating a shift in funding sources[11] Consolidated Statements of Income | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | | :----------------------------------- | :---------------------------------------------- | :---------------------------------------------- | | Total interest and dividend income | $15,375 | $14,399 | | Total interest expense | $5,534 | $5,578 | | Net interest income | $9,841 | $8,821 | | Provision for credit losses | $0 | $0 | | Total non-interest income, net | $3,426 | $3,367 | | Total non-interest expense | $11,720 | $10,969 | | Income before income taxes | $1,547 | $1,219 | | Provision for income taxes | $322 | $253 | | Net income | $1,225 | $966 | | Basic EPS | $0.06 | $0.05 | | Diluted EPS | $0.06 | $0.05 | - Net income increased by $259,000 (26.8%) to $1.225 million for the three months ended June 30, 2025, compared to the same period in 2024[12][185] - Net interest income grew by $1.02 million (11.6%) to $9.841 million, driven by increased interest and fees on loans receivable[12][187][188] Consolidated Statements of Comprehensive Income | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | | :------------------------------------------------------------------------------------------------ | :---------------------------------------------- | :---------------------------------------------- | | Net income | $1,225 | $966 | | Net unrealized holding gains (losses) from available for sale investment securities, net of tax | $1,073 | $(250) | | Total comprehensive income, net | $2,298 | $716 | - Total comprehensive income significantly increased to $2.298 million in Q2 2025 from $716,000 in Q2 2024, primarily due to net unrealized holding gains on available-for-sale investment securities[13] Consolidated Statements of Shareholders' Equity | Metric | Balance April 1, 2025 (in thousands) | Net Income (in thousands) | Cash Dividends (in thousands) | Stock-based Compensation (in thousands) | Other Comprehensive Income (in thousands) | Balance June 30, 2025 (in thousands) | | :----------------------------------- | :----------------------------------- | :------------------------ | :---------------------------- | :-------------------------------------- | :---------------------------------------- | :----------------------------------- | | Total Shareholders' Equity | $160,014 | $1,225 | $(420) | $109 | $1,073 | $162,001 | - Shareholders' equity increased by $1.987 million to $162.001 million at June 30, 2025, driven by net income and other comprehensive income, partially offset by cash dividends[15][154] Consolidated Statements of Cash Flows | Cash Flow Activity | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | | :----------------------------------- | :---------------------------------------------- | :---------------------------------------------- | | Net cash provided by (used in) operating activities | $(697) | $5,436 | | Net cash provided by (used in) investing activities | $2,285 | $(13,160) | | Net cash provided by financing activities | $3,170 | $11,886 | | Net increase in cash and cash equivalents | $4,758 | $4,162 | | Cash and cash equivalents, end of period | $34,172 | $27,804 | - Cash and cash equivalents increased by $4.758 million during the quarter, reaching $34.172 million at June 30, 2025[16] - Operating activities used $697,000 in cash, a significant shift from providing $5.436 million in the prior year, while investing activities provided $2.285 million, reversing a prior year outflow[16] Notes to Consolidated Financial Statements 1. Basis of Presentation - The unaudited consolidated financial statements are prepared in accordance with Form 10-Q instructions and GAAP, including all necessary normal recurring adjustments[19] - Management's estimates and assumptions affect reported amounts, and actual results may differ[21] 2. Principles of Consolidation - The consolidated financial statements include Riverview Bancorp, Inc., its wholly-owned subsidiary Riverview Bank, and the Bank's wholly-owned subsidiaries Riverview Services, Inc. and Riverview Trust Company, with all inter-company transactions eliminated[23] 3. Stock Plan and Stock-Based Compensation - The 2017 Equity Incentive Plan allows for grants of incentive stock options, non-qualified stock options, restricted stock, and restricted stock units, with 1,308,215 shares available for grant at June 30, 2025[24] - Stock-based compensation expense for restricted stock increased to $109,000 for the three months ended June 30, 2025, from $26,000 in the prior year, primarily due to new grants in Q4 2024[28] - Unrecognized stock-based compensation related to restricted stock was $998,000 at June 30, 2025, with a weighted average vesting period of 2.25 years[28] 4. Earnings Per Share | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | | Basic EPS | $0.06 | $0.05 | | Diluted EPS | $0.06 | $0.05 | | Weighted average common shares outstanding (Basic & Diluted) | 20,976,200 | 21,111,043 | - The Company's Board adopted a stock repurchase program on April 29, 2025, authorizing the purchase of up to $2.0 million of common stock[31][213] 5. Investment Securities | Security Type | Amortized Cost (June 30, 2025, in thousands) | Estimated Fair Value (June 30, 2025, in thousands) | | :----------------------------------- | :------------------------------------------- | :--------------------------------------------- | | Available for sale: | | | | Municipal securities | $36,966 | $31,091 | | Agency securities | $32,948 | $30,577 | | Real estate mortgage investment conduits | $27,977 | $23,134 | | Residential mortgage-backed securities | $10,153 | $9,678 | | Other mortgage-backed securities | $26,825 | $24,297 | | Held to maturity: | | | | Municipal securities | $10,290 | $7,583 | | Agency securities | $42,303 | $39,949 | | Real estate mortgage investment conduits | $27,625 | $23,754 | | Residential mortgage-backed securities | $98,927 | $84,529 | | Other mortgage-backed securities | $18,333 | $15,961 | - Total investment securities decreased from $322.5 million at March 31, 2025, to $316.3 million at June 30, 2025, due to normal pay downs, calls, and maturities[144] - The Company did not record an Allowance for Credit Losses (ACL) on available-for-sale or held-to-maturity debt securities, as unrealized losses were attributed to market conditions (interest rates) rather than credit deterioration[40][41][44] 6. Loans and ACL | Loan Category | June 30, 2025 (in thousands) | March 31, 2025 (in thousands) | | :----------------------------------- | :----------------------------- | :---------------------------- | | Commercial business | $231,826 | $232,935 | | Commercial real estate | $599,617 | $592,185 | | Land | $3,659 | $4,610 | | Multi-family | $90,606 | $91,451 | | Real estate construction | $20,133 | $29,182 | | Real estate one-to-four family | $98,147 | $97,683 | | Other installment | $24,092 | $14,414 | | Total loans | $1,068,080 | $1,062,460 | | Less: ACL for loans | $15,426 | $15,374 | | Loans receivable, net | $1,052,654 | $1,047,086 | - Net loans increased by $5.6 million to $1.05 billion at June 30, 2025, primarily due to a $7.4 million increase in commercial real estate loans, partially offset by a $9.0 million decrease in real estate construction loans[145][147] - The Allowance for Credit Losses (ACL) for loans was $15.426 million at June 30, 2025, slightly up from $15.374 million at March 31, 2025, with no provision for credit losses recorded for the quarter[46][68][197] - Non-accrual loans totaled $143,000 at June 30, 2025, down from $155,000 at March 31, 2025, with the ACL providing over 10,800% coverage of nonperforming loans[72][173] 7. Goodwill - Goodwill remained stable at $27.1 million at both June 30, 2025, and March 31, 2025[11][150] - The Company performed a qualitative assessment as of June 30, 2025, and concluded that the fair value of the Bank (the reporting unit) exceeded its carrying value, thus no goodwill impairment was recognized[76][182] 8. Federal Home Loan Bank Advances | Metric | June 30, 2025 (in thousands) | March 31, 2025 (in thousands) | | :----------------------------------- | :----------------------------- | :---------------------------- | | FHLB advances | $102,500 | $76,400 | | Weighted average interest rate | 4.59% | 5.17% | - FHLB advances increased by $26.1 million to $102.5 million at June 30, 2025, used to fund new loan originations and offset deposit decreases[153] - The Bank had an additional borrowing capacity of $155.9 million from the FHLB at June 30, 2025, collateralized by $471.6 million in real estate loans[78] 9. Junior Subordinated Debentures - Junior subordinated debentures totaled $27.1 million at both June 30, 2025, and March 31, 2025[80] | Issuance Trust | Maturity Date | Current Rate | | :----------------------------------- | :------------ | :----------- | | Riverview Bancorp Statutory Trust I | 3/2036 | 5.92% | | Riverview Bancorp Statutory Trust II | 9/2037 | 5.91% | | Merchants Bancorp Statutory Trust I | 6/2033 | 7.66% | 10. Fair Value Measurements - Fair value measurements are categorized into Level 1 (quoted prices in active markets), Level 2 (other observable inputs), and Level 3 (significant unobservable inputs)[84][85][86] | Asset Type | Total Estimated Fair Value (June 30, 2025, in thousands) | Level 2 (in thousands) | | :----------------------------------- | :------------------------------------------- | :--------------------- | | Investment securities available for sale | $118,777 | $118,777 | | Municipal securities | $31,091 | $31,091 | | Agency securities | $30,577 | $30,577 | | Real estate mortgage investment conduits | $23,134 | $23,134 | | Residential mortgage-backed securities | $9,678 | $9,678 | | Other mortgage-backed securities | $24,297 | $24,297 | - All investment securities available for sale are measured using Level 2 inputs, relying on third-party pricing services that incorporate models and market data[88][89][90] 11. New Accounting Pronouncements - ASU 2024-03 and ASU 2025-01 require enhanced disclosure of specified costs and expenses in financial statement notes, effective for annual periods beginning after December 15, 2026, with early adoption permitted[96][97] - The Company expects these ASUs to impact only disclosure requirements and not materially affect business operations or consolidated financial statements[96] 12. Revenue from Contracts with Customers - The largest portion of the Company's revenue is interest income, which is outside the scope of ASC 606[100] | Non-Interest Income Type | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | | :----------------------------------- | :---------------------------------------------- | :---------------------------------------------- | | Asset management fees | $1,552 | $1,558 | | Debit card and ATM fees | $762 | $821 | | Deposit related fees | $528 | $461 | | Loan related fees | $110 | $88 | | Income from BOLI | $222 | $211 | | FHLMC loan servicing fees | $17 | $19 | | Other, net | $235 | $209 | | Total non-interest income, net | $3,426 | $3,367 | - Substantially all revenues within the scope of ASC 606 for the three months ended June 30, 2025 and 2024, are for performance obligations satisfied at a point in time[101] 13. Commitments and Contingencies | Commitment Type | June 30, 2025 (in thousands) | | :----------------------------------- | :----------------------------- | | Commitments to extend credit (Adjustable-rate) | $14,124 | | Standby letters of credit | $1,600 | | Undisbursed loan funds and unused lines of credit | $85,146 | | Total | $100,870 | - The Company had total off-balance sheet commitments of $100.87 million at June 30, 2025, including commitments to extend credit and unused lines of credit[113] - The Company is periodically involved in litigation, but management believes these actions will not have a material effect on its financial position, results of operations, or liquidity[117] 14. Leases | Lease Metric | June 30, 2025 | March 31, 2025 | | :----------------------------------- | :------------ | :------------- | | Finance lease ROU asset | $1,106 | $1,125 | | Finance lease liability | $2,080 | $2,099 | | Operating lease ROU assets | $4,437 | $4,245 | | Operating lease liabilities | $4,652 | $4,465 | | Finance lease remaining lease term | 14.43 years | 14.68 years | | Operating lease weighted-average remaining lease term | 4.49 years | 4.65 years | | Lease Cost Type | Three months ended June 30, 2025 (in thousands) | Three months ended June 30, 2024 (in thousands) | | :----------------------------------- | :---------------------------------------------- | :---------------------------------------------- | | Finance lease amortization of ROU asset | $19 | $19 | | Finance lease interest on lease liability | $37 | $39 | | Operating lease costs | $288 | $283 | | Variable lease costs | $0 | $52 | | Total lease cost | $344 | $393 | - Operating cash flows paid for operating lease amounts decreased to $288,000 for the three months ended June 30, 2025, from $347,000 in the prior year[121] Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations Management's discussion of financial condition and operating results, covering performance drivers, strategic priorities, capital, liquidity, and asset quality Critical Accounting Policies and Estimates - There have been no material changes in the Company's critical accounting policies and estimates compared to the disclosures in the 2025 Form 10-K[124] Executive Overview - Riverview Bancorp, Inc. (the Company) is a community-oriented financial services business primarily attracting deposits and originating commercial business, commercial real estate, multi-family, land, real estate construction, residential real estate, and other consumer loans in Washington and Oregon[125][126] - The Company's strategic plan focuses on five priorities: being the employer of choice, profitable growth, digital experience, data empowerment, and client experience[128][129][135] - The Company targets commercial banking clients for loan originations and deposit growth, emphasizing commercial business and commercial real estate loans due to their adjustable rates, higher yields, and shorter terms[130] Operating Strategy - The primary business strategy is to provide comprehensive banking and financial services within its market, aiming for shareholder returns by increasing higher-yielding assets (commercial and construction loans), growing core deposits, managing problem assets, and exploring expansion opportunities[133] - Commercial and construction loans represented 88.6% of total loans at June 30, 2025, reflecting a diversification from historical residential real estate focus[133] - The Company prioritizes attracting core deposits over higher-cost funding sources, enhancing digital banking capabilities, and recruiting experienced commercial lending personnel to strengthen client relationships and market position[138][139] Commercial and Construction Loan Composition | Loan Purpose | June 30, 2025 (in thousands) | March 31, 2025 (in thousands) | | :----------------------------------- | :----------------------------- | :---------------------------- | | Commercial business | $231,826 | $232,935 | | Commercial construction | $9,994 | $18,368 | | Office buildings | $108,610 | $110,949 | | Warehouse/industrial | $113,361 | $114,926 | | Retail/shopping centers/strip malls | $87,742 | $88,815 | | Assisted living facilities | $353 | $358 | | Single purpose facilities | $289,551 | $277,137 | | Land | $3,659 | $4,610 | | Multi-family | $90,606 | $91,451 | | One-to-four family construction | $10,139 | $10,814 | | Total Commercial and Construction | $945,841 | $950,363 | - Commercial and construction loans totaled $945.8 million at June 30, 2025, a slight decrease from $950.4 million at March 31, 2025[141][142] - Single purpose facilities represent the largest segment within commercial real estate, increasing from $277.1 million to $289.6 million[141][142] Comparison of Financial Condition - Cash and cash equivalents increased to $34.2 million at June 30, 2025, from $29.4 million at March 31, 2025[143] - Loans receivable, net, increased by $5.6 million to $1.05 billion, driven by commercial real estate loans, partially offset by a decrease in real estate construction loans[145][147] - Deposits decreased by $22.4 million to $1.21 billion, primarily due to increased competition, pricing pressure, and reduced market liquidity, with core branch deposits representing 98.4% of total deposits[151][152] - FHLB advances increased by $26.1 million to $102.5 million, used to fund loan originations and mitigate deposit declines[153] - Shareholders' equity increased by $2.0 million to $162.0 million, mainly due to net income and improved other comprehensive income from reduced unrealized losses on available-for-sale securities[154] Capital Resources - The Bank is categorized as 'well capitalized' under FDIC's regulatory framework, meeting all capital adequacy requirements as of June 30, 2025[157] | Capital Ratio | Actual Ratio (June 30, 2025) | Well Capitalized Ratio | | :----------------------------------- | :--------------------------- | :--------------------- | | Total Capital (To Risk-Weighted Assets) | 16.56% | 10.0% | | Tier 1 Capital (To Risk-Weighted Assets) | 15.31% | 8.0% | | Common equity tier 1 Capital (To Risk-Weighted Assets) | 15.31% | 6.5% | | Tier 1 Capital (Leverage) (To Average Tangible Assets) | 11.16% | 5.0% | - The Bank's Common Equity Tier 1 (CET1) capital exceeded the required capital conservation buffer of 2.5% of risk-weighted assets[157] Liquidity - Core relationship deposits are the primary source of liquidity, with a focus on local consumer and business clients[161] - At June 30, 2025, cash and cash equivalents and available-for-sale investment securities totaled $152.9 million, representing 10.0% of total assets[165] - The Bank had available liquidity of $787.4 million, or 51.92% of total assets, at June 30, 2025, including borrowing capacity from the FRB ($195.1 million) and FHLB ($155.9 million)[165][166] - The Company had total commitments of $100.9 million at June 30, 2025, including commitments to extend credit and unused lines of credit[167] Asset Quality - Nonperforming assets were $143,000 (0.01% of total assets) at June 30, 2025, down from $155,000 at March 31, 2025[172] | Nonperforming Loan Type | June 30, 2025 (in thousands) | March 31, 2025 (in thousands) | | :----------------------------------- | :----------------------------- | :---------------------------- | | Commercial business | $32 | $37 | | Commercial real estate | $82 | $88 | | Consumer | $29 | $30 | | Total nonperforming loans | $143 | $155 | - The Allowance for Credit Losses (ACL) for loans was $15.4 million, providing coverage of over 10,800% of nonperforming loans at June 30, 2025, reflecting strong asset quality[173] - Loans delinquent 30-89 days decreased to $3.7 million (0.34% of total loans) at June 30, 2025, from $4.1 million (0.38%) at March 31, 2025[177] Goodwill Valuation - Goodwill is tested for impairment at least annually at the reporting unit level (Bank and Trust Company), with all goodwill allocated to the Bank[179] - The Company performed its annual goodwill impairment test as of October 31, 2024, and a qualitative assessment as of June 30, 2025, concluding that no impairment exists[181][182] - Future impairment charges could occur if adverse events or changes in circumstances arise, such as a sustained decline in stock price, revenue declines, or significant adverse changes in the operating environment[182] Comparison of Operating Results Net Income | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | | Net income | $1,225,000 | $966,000 | | Diluted EPS | $0.06 | $0.05 | - Net income increased by $259,000 (26.8%) to $1.2 million, or $0.06 per diluted share, primarily due to higher interest and dividend income, partially offset by increased non-interest expense and income taxes[185] Net Interest Income | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | | :----------------------------------- | :---------------------------------------------- | :---------------------------------------------- | | Net interest income | $9,841 | $8,821 | | Net interest margin | 2.78% | 2.47% | - Net interest income increased by $1.0 million, and net interest margin rose to 2.78% from 2.47%, driven by higher interest income on loans while interest expense remained steady[187] Interest and Dividend Income | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | | :----------------------------------- | :---------------------------------------------- | :---------------------------------------------- | | Total interest and dividend income | $15,375 | $14,399 | | Interest and fees on loans receivable | $13,352 | $12,052 | | Interest on investment securities | $1,732 | $2,037 | | Average yield on loans | 5.02% | 4.70% | | Average balance of net loans | $1,066,712 | $1,027,777 | - Total interest and dividend income increased by $976,000 to $15.4 million, primarily due to a $1.3 million increase in interest and fees on loans receivable[188] - The average yield on loans increased by 32 basis points to 5.02%, and the average balance of net loans grew by $38.9 million to $1.07 billion[189] Interest Expense | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | | :----------------------------------- | :---------------------------------------------- | :---------------------------------------------- | | Total interest expense | $5,534 | $5,578 | | Interest on deposits | $3,774 | $3,447 | | Interest on borrowings | $1,760 | $2,131 | | Average rate paid on total interest-bearing deposits | 1.72% | 1.61% | | Average rate paid on FHLB advances | 3.20% | 4.53% | - Total interest expense slightly decreased by $44,000 to $5.5 million[190] - Interest expense on deposits increased by $327,000 due to higher average rates on money market accounts and increased average balances of certificates of deposit and money market accounts[190] - Interest expense on borrowings decreased by $371,000, primarily due to a 133 basis point decline in the average rate paid on FHLB advances[191] Provision for Credit Losses - The Company recorded no provision for credit losses for the three months ended June 30, 2025, or 2024, reflecting stable economic forecasts and strong asset quality[197] - Net recoveries totaled $52,000 for the three months ended June 30, 2025[197] - The ratio of ACL for loans to nonperforming loans was approximately 10,800% at June 30, 2025, indicating conservative reserve levels[199] Non-Interest Income | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | | :----------------------------------- | :---------------------------------------------- | :---------------------------------------------- | | Total non-interest income, net | $3,426 | $3,367 | | Fees and service charges | $1,572 | $1,540 | | Other, net | $80 | $58 | - Non-interest income increased by $59,000 to $3.4 million, driven by a $32,000 increase in fees and service charges (primarily higher non-sufficient fund charges) and a $22,000 increase in other non-interest income (due to BOLI death benefits)[200][201] Non-Interest Expense | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | | :----------------------------------- | :---------------------------------------------- | :---------------------------------------------- | | Total non-interest expense | $11,720 | $10,969 | | Salaries and employee benefits | $7,247 | $6,388 | | Other | $751 | $656 | - Non-interest expense increased by $751,000 to $11.7 million, primarily due to an $859,000 increase in salaries and employee benefits (compensation, bonus, payroll taxes)[202] - Other non-interest expense increased by $95,000 due to fewer fraud recoveries and the absence of a prior-year gain on sale of fixed assets[202] Income Taxes | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | | :----------------------------------- | :---------------------------------------------- | :---------------------------------------------- | | Provision for income taxes | $322 | $253 | | Effective tax rate | 20.8% | 20.8% | - The provision for income taxes increased to $322,000 due to higher pre-tax income, while the effective tax rate remained stable at 20.8%[203] Item 3: Quantitative and Qualitative Disclosures About Market Risk No material changes to market risk disclosures since the Company's 2025 Form 10-K - No material changes have occurred in the market risk disclosures since the 2025 Form 10-K[205] Item 4: Controls and Procedures Confirms effective disclosure controls and procedures as of June 30, 2025, with no material changes in internal control - The Company's disclosure controls and procedures were effective as of June 30, 2025, ensuring timely and accurate reporting[206] - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2025[206] - The Company acknowledges inherent limitations in control procedures, meaning they provide reasonable, not absolute, assurance against errors and fraud[207] Part II. Other Information Item 1: Legal Proceedings Company involved in ordinary course litigation, with management expecting no material effect on financial position, results, or liquidity - The Company is involved in ordinary course litigation, but management does not expect a material effect on financial position, results, or liquidity[210] Item 1A: Risk Factors No material changes to risk factors since the Company's 2025 Form 10-K - No material changes to the risk factors have occurred since the 2025 Form 10-K[211] Item 2: Unregistered Sales of Equity Securities and Use of Proceeds No unregistered equity sales; $2.0 million stock repurchase program authorized, but no shares purchased during the quarter - No shares were purchased under the $2.0 million stock repurchase program during the quarter ended June 30, 2025[213] | Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Stock Repurchase Program | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Stock Repurchase Program | | :----------------------------------- | :------------------------------- | :--------------------------- | :------------------------------------------------------------------------------------ | :------------------------------------------------------------------------------------------ | | April 1, 2025 - June 30, 2025 | — | $— | — | $2,000,000 | | Total | — | $— | — | $2,000,000 | Item 3: Defaults Upon Senior Securities This item is not applicable, indicating no defaults upon senior securities during the reporting period - This item is not applicable for the reporting period[214] Item 4: Mine Safety Disclosures This item is not applicable, indicating no mine safety disclosures are required for the Company - This item is not applicable for the reporting period[214] Item 5: Other Information No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading agreement during the quarter - No director or officer adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading agreement during the quarter[215] Item 6: Exhibits Lists all exhibits filed with Form 10-Q, including corporate documents, employment agreements, equity plans, certifications, and XBRL statements - The exhibits include foundational corporate documents (Articles of Incorporation, Bylaws), employment and change in control agreements for key personnel, and details of the 2017 Equity Incentive Plan[217] - Certifications from the CEO and CFO pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act are included[217] - The financial statements for the quarter ended June 30, 2025, are provided in Inline Extensible Business Reporting Language (XBRL) format[217] SIGNATURES Contains signatures of the President/CEO and EVP/CFO, certifying the filing of the report - The report is signed by Nicole Sherman, Executive Vice President and Chief Financial Officer, and David Lam, President and Chief Executive Officer, on August 8, 2025[222]