
FORM 10-K Cover Page The cover page provides essential identifying information for the annual report on Form 10-K INDEX This section serves as the table of contents for the entire annual report PART I This part details the company's business operations, risk factors, properties, and legal proceedings Item 1. Business Kentucky First Federal Bancorp operates two independent savings institutions, focusing on deposits and real estate-secured loans in Kentucky, subject to extensive regulation - Total Assets: $371.2 million as of June 30, 202517 - Deposits: $277.6 million as of June 30, 202517 - Stockholders' Equity: $48.4 million as of June 30, 202517 - The company operates First Federal of Hazard and First Federal of Kentucky as two independent, community-oriented savings institutions, following its incorporation in 2005 and subsequent acquisitions1415 Forward-Looking Statements This section identifies forward-looking statements and outlines inherent risks that could cause actual results to differ materially from projections - Forward-looking statements are identified by words like 'believe,' 'expect,' 'anticipate,' 'plan,' 'estimate,' 'intend,' and 'potential,' or future/conditional verbs such as 'should,' 'could,' or 'may'12 - Actual results may materially differ due to risks including general economic conditions, real estate prices, interest rate environment, ability to increase earnings and core deposits, regulatory approvals for dividends, competitive conditions, inflation, demand for financial services, credit losses, employee retention, data security, litigation, and changes in law and regulations12 General Company Overview Kentucky First Federal Bancorp, incorporated in 2005, operates two independent savings institutions, First Federal of Hazard and First Federal of Kentucky, regulated by the OCC and FDIC - Kentucky First Federal Bancorp was incorporated on March 2, 2005, following the reorganization of First Federal Savings and Loan Association of Hazard and the acquisition of Frankfort First Bancorp, Inc14 - On December 31, 2012, Kentucky First Federal acquired CFK Bancorp, Inc., expanding its customer base in central Kentucky15 Bank Financials (June 30, 2025) | Bank | Total Assets | Net Loans | Deposits | Total Capital | | :----------------------------- | :--------------------------- | :------------------------ | :----------------------- | :---------------------------- | | First Federal of Hazard | $85.8 million | $77.2 million | $59.5 million | $17.9 million | | First Federal of Kentucky | $286.1 million | $250.0 million | $219.4 million | $29.3 million | Market Areas First Federal of Hazard operates in economically distressed eastern Kentucky, while First Federal of Kentucky serves more affluent central Kentucky counties - First Federal of Hazard's market area in eastern Kentucky is economically distressed, with a median household income of $46,572 and a July 2025 unemployment rate of 6.9%, higher than state and national averages22 First Federal of Kentucky Market Area Demographics | County (First Federal of Kentucky) | Population | Median Household Income | Unemployment Rate | | :--------------------------------- | :--------- | :---------------------- | :---------------- | | Franklin County | 51,913 | $66,095 | 4.4% | | Boyle County | 31,139 | $58,397 | 5.5% | | Garrard County | 17,916 | $61,034 | 5.0% | Lending Activities The company's loan portfolio is primarily residential mortgages, with 83.6% of the total and 93.8% of these being adjustable-rate loans, and it implemented the CECL model for credit losses - Residential mortgage loans, including construction and multi-family, totaled $276.2 million, representing 83.6% of the total loan portfolio at June 30, 202527 - Adjustable-rate residential mortgage loans constituted $258.9 million, or 93.8%, of the Company's residential mortgage loan portfolio at June 30, 202528 Loan Portfolio Composition (June 30, 2025) | Loan Type (June 30, 2025) | Amount (in millions) | % of Total Loan Portfolio | | :------------------------ | :------------------- | :------------------------ | | Construction Loans | $9.3 | 2.8% | | Multi-Family Loans | $15.5 | 4.7% | | Nonresidential Loans | $31.7 | 9.6% | | Commercial Non-mortgage | $0.7 | 0.2% | | Consumer Loans | $16.3 | 5.0% | - Upon implementation of ASU 2016-13 (CECL model) at July 1, 2023, the Banks began utilizing a separate liability for anticipated credit losses on loan commitments, which totaled $59,000 at June 30, 202546 Investment Activities The company invests in low-risk liquid assets like mortgage-backed securities to maintain liquidity, manage interest rate risk, and generate returns - Investment objectives include providing an alternate source of low-risk investments, maintaining liquidity, diversifying investments, providing collateral, managing interest rate risk, and generating favorable returns54 - At June 30, 2025, the investment portfolio consisted of mortgage-backed securities issued and guaranteed by Fannie Mae, Freddie Mac, and Ginnie Mae53 Bank Owned Life Insurance First Federal of Kentucky holds $3.0 million in BOLI policies to offset employee benefit costs, generating tax-exempt income, but faces risks from insurer failure and tax law changes - First Federal of Kentucky owns $3.0 million in Bank Owned Life Insurance (BOLI) policies as of June 30, 2025, to offset future non-salary employee benefit costs55 - The income from BOLI policies is exempt from federal income taxes, and the cash value growth is recorded as other operating income55 - Key risks include insurer failure, changes in tax laws, crediting rate not keeping pace with market rates, and potential regulatory prohibition of such plans56 Deposit Activities and Other Sources of Funds The company primarily funds operations through deposits, loan repayments, and securities, supplementing with $44.0 million in brokered funds and FHLB borrowings - Major sources of funds include deposits, loan repayments, and maturities/redemptions/sales of investment and mortgage-backed securities57 - The company began utilizing brokered funds in June 2023, with $44.0 million in such deposits at June 30, 202558 - First Federal of Hazard and First Federal of Kentucky borrow from the FHLB-Cincinnati to supplement investable funds and meet deposit withdrawal requirements59 Subsidiary Activities Kentucky First Federal Bancorp's wholly-owned subsidiaries are First Federal of Hazard and First Federal of Kentucky, with authorized subsidiary investment limits based on assets - Kentucky First Federal Bancorp's wholly-owned subsidiaries are First Federal of Hazard and Frankfort First Bancorp, which owns First Federal of Kentucky60 Authorized Subsidiary Investment (as of June 30, 2025) | Bank | Authorized Subsidiary Investment | | :----------------------------- | :--------------------------------------------------- | | First Federal of Hazard | Up to $1.7 million | | First Federal of Kentucky | Up to $5.0 million | Competition The company faces intense competition for deposits and loans from larger financial institutions, with competition expected to increase due to industry changes and consolidation - The company faces significant competition for deposits and loans from banks, credit unions, and other financial services companies, with larger competitors having greater resources62 - Competition is expected to increase due to legislative, regulatory, and technological changes, and the continuing trend of consolidation in the financial services industry62 Deposit Market Share (June 30, 2025) | Bank | Market Area | Deposit Market Share | | :----------------------------- | :---------- | :----------------------------------- | | First Federal of Hazard | Perry County | 7.2% | | First Federal of Kentucky | Franklin County | 8.2% | | First Federal of Kentucky | Boyle County | 8.2% | | First Federal of Kentucky | Garrard County | 17.5% | Personnel As of June 30, 2025, the company employed 56 individuals, none of whom are unionized, maintaining a positive relationship with its workforce - At June 30, 2025, the company had 54 full-time and two part-time employees65 - No employees were represented by a collective bargaining unit, and the company believes its relationship with employees is good65 Regulation and Supervision The company and its subsidiaries are extensively regulated by federal agencies, with First Federal of Kentucky currently under an OCC agreement and subject to Individual Minimum Capital Requirements - First Federal of Hazard and First Federal of Kentucky are subject to extensive regulation by the OCC and FDIC, while Kentucky First and First Federal MHC are supervised by the Federal Reserve Board66 - The Dodd-Frank Act and the Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018 (EGRRCPA) have significantly impacted the regulatory regime for financial institutions6768 - First Federal of Kentucky entered a formal written agreement with the OCC on August 13, 2024, placing it in 'troubled condition' and imposing Individual Minimum Capital Requirements (IMCRs)69 Agreements with Regulators First Federal of Kentucky is classified as in 'troubled condition' under an August 2024 OCC agreement, mandating specific capital ratios and corrective actions - First Federal of Kentucky entered a formal written agreement with the OCC on August 13, 2024, resulting in its classification as in 'troubled condition'69 Individual Minimum Capital Requirements (IMCRs) | Individual Minimum Capital Requirements (IMCRs) | | :---------------------------------------------- | | Common Equity Tier 1 Capital Ratio: ≥ 9.0% | | Tier 1 Capital Ratio: ≥ 11.0% | | Total Capital Ratio: ≥ 12.0% | | Leverage Ratio: ≥ 9.0% | - Required actions include establishing a compliance committee, submitting revised strategic and succession plans, and adopting enhanced liquidity and interest rate risk management programs71 Regulation of Federal Savings Associations Federal savings associations are governed by federal laws and OCC regulations, including minimum capital standards and prompt corrective actions, with First Federal of Kentucky exceeding its higher IMCRs - Federal savings associations are subject to federal laws and OCC regulations governing business activities, including lending authority limits72 Minimum Capital Standards (Effective Jan 1, 2015) | Minimum Capital Standards (Effective Jan 1, 2015) | | :---------------------------------------------- | | Tier 1 Leverage Ratio: 4.0% | | Common Equity Tier 1 Ratio: 4.5% | | Tier 1 Capital to Risk-Weighted Assets Ratio: 6.0% | | Total Capital to Risk-Weighted Assets Ratio: 8.0% | | Capital Conservation Buffer: 2.5% | - First Federal of Kentucky's capital levels at June 30, 2025, exceeded its IMCRs: common equity tier 1 (16.83%), tier 1 (16.83%), total capital (16.83%), and leverage ratio (9.97%)77 - Both First Federal of Hazard and First Federal of Kentucky received a 'Satisfactory' rating in their most recent Community Reinvestment Act assessments94 Holding Company Regulation Kentucky First and First Federal MHC are regulated by the Federal Reserve Board as savings and loan holding companies, exempt from consolidated capital requirements, and have suspended quarterly dividends - Kentucky First and First Federal MHC are regulated by the Federal Reserve Board as savings and loan holding companies99 - Savings and loan holding companies with less than $3.0 billion in assets, such as Kentucky First, are exempt from consolidated capital requirements105 - The company announced the suspension of quarterly dividends indefinitely on January 16, 2024, and First Federal MHC suspended efforts to seek member approval for dividend waivers108 Federal and State Taxation The company is subject to a 21% federal income tax rate, with potential recapture of $5.2 million in bad debt reserves for First Federal of Kentucky, and is also subject to Kentucky corporate income tax - The federal statutory tax rate was 21% for the fiscal years ended June 30, 2025 and 2024112 - Approximately $5.2 million of First Federal of Kentucky's accumulated bad debt reserves would be recaptured into taxable income if 'non-dividend distributions' are made114 - Effective January 1, 2021, the Savings and Loan Tax no longer applies to financial institutions in Kentucky, which are now subject to the corporate income tax117 Item 1A. Risk Factors The company faces significant risks, including interest rate fluctuations, lending activity exposures, liquidity challenges, regulatory compliance, and operational and holding company structure risks - Net interest income decreased by $1.8 million (20.3%) in the year ended June 30, 2024, compared to the prior fiscal year, but improved to $8.3 million in the year ended June 30, 2025, from $6.9 million in the prior year, primarily due to higher asset returns and declining cost of funds119 - At June 30, 2025, 93.8% of the residential real estate loan portfolio consisted of adjustable-rate loans, increasing default risk during rising interest rates122 - The company had $29.2 million in available liquidity, including $19.5 million in cash and cash equivalents, and $80.3 million in off-balance sheet liquidity sources, including $71.0 million in FHLB-Cincinnati borrowing capacity, as of June 30, 2025130 - The company announced the indefinite suspension of quarterly dividends on January 16, 2024, which could adversely impact the market price of its common stock132 Interest Rate Risk Rising interest rates pose a significant risk by potentially reducing net interest income, decreasing loan demand, and impairing borrower repayment ability for adjustable-rate loans - Net interest income decreased $1.8 million (20.3%) in the year ended June 30, 2024, compared to the prior fiscal year, but improved to $8.3 million in the year ended June 30, 2025, from $6.9 million in the prior year, due to higher asset returns and declining cost of funds119 - At June 30, 2025, accumulated other comprehensive loss, representing the decrease in fair value of available-for-sale securities due to rising interest rates, totaled $145,000, or 1.5% of the securities portfolio121 - 93.8% of the residential real estate loan portfolio at June 30, 2025, consisted of adjustable-rate loans, increasing the risk of default if interest rates rise and borrower payments increase122 Risks Related to Our Lending Activities Lending activities face risks from inflation, adequacy of credit loss allowance, high concentration in real estate collateral, and volatility in mortgage banking revenue - Inflationary pressures are expected to remain elevated throughout 2025, potentially increasing costs for customers and making loan repayment more difficult123 - Approximately 99.3% of the loan portfolio at June 30, 2025, was collateralized by real estate, exposing the company to significant risk from real estate market disruptions125 - Residential mortgage loans secured by one-to-four family real estate constituted $275.3 million, or 83.6%, of the loan portfolio at June 30, 2025, making the company sensitive to regional and local economic conditions126 - Non-interest income increased $249,000 (99.2%) to $500,000 in the fiscal year ended June 30, 2025, primarily due to increased net gains on sales of loans of $187,000128 Liquidity Risk The company faces liquidity risk from potential deposit outflows, with $37.1 million in uninsured deposits, and has indefinitely suspended dividends, impacting stock price and future payments - At June 30, 2025, uninsured deposits were approximately $37.1 million, or 13.4% of total deposits130 Liquidity Metrics (June 30, 2025) | Liquidity Metric (June 30, 2025) | Amount (in millions) | | :------------------------------- | :------------------- | | Available Liquidity | $29.2 | | Cash and Cash Equivalents | $19.5 | | Off-Balance Sheet Liquidity Sources | $80.3 | | FHLB-Cincinnati Borrowing Capacity | $71.0 | - The company announced the indefinite suspension of quarterly dividends on January 16, 2024, which could adversely impact the market price of its common stock132 - First Federal MHC suspended efforts to seek member approval to obtain the dividend waiver for periods after the third quarter of 2024, and prior regulatory approval has expired135 Risks Related to Our Business and Industry Generally The company faces intense competition for loans and deposits from larger, more resourced financial institutions, which is expected to intensify due to industry changes and consolidation - The company faces intense competition for loans and deposits, which could reduce net interest income due to price competition136 - Competition is expected to increase due to legislative, regulatory, and technological changes, and the continuing trend of consolidation in the financial services industry136 Risks Related to Laws and Regulations First Federal of Kentucky is under an OCC agreement with IMCRs, and the company is broadly affected by regulatory changes, compliance costs, and federal monetary and tax policies - First Federal of Kentucky is in 'troubled condition' due to a formal written agreement with the OCC, effective August 13, 2024, and is subject to IMCRs137 First Federal of Kentucky Capital Ratios vs. IMCR Requirement (June 30, 2025) | First Federal of Kentucky Capital Ratios (June 30, 2025) | IMCR Requirement | | :------------------------------------------------------- | :--------------- | | Common Equity Tier 1 Capital Ratio: 16.83% | ≥ 9.0% | | Tier 1 Capital Ratio: 16.83% | ≥ 11.0% | | Total Capital Ratio: 16.83% | ≥ 12.0% | | Leverage Ratio: 9.97% | ≥ 9.0% | - Changes in tax laws, such as the Tax Cuts and Jobs Act and the 'One Big Beautiful Bill Act,' may adversely affect the market for residential properties and demand for mortgage loans145146 - Federal law requires a holding company to act as a source of financial and managerial strength to its subsidiary banks, potentially requiring capital injections even when resources are limited149 Risks Related to Accounting Matters The company's financial statements rely on significant management estimates, and changes in accounting standards can materially impact reported financial condition and operating results - Significant estimates and assumptions are made in evaluating the adequacy of the allowance for loan losses, the valuation of mortgage servicing rights, and the fair value of financial instruments150 - Changes in accounting standards by bodies like the FASB and SEC can materially impact reported financial condition and results of operations, potentially retroactively151 Risks Related to Operational Matters The company faces operational risks from technology reliance, including cyber attacks, system failures, and third-party provider issues, necessitating continuous investment in security and personnel - The security of computer systems and networks is vulnerable to breaches, unauthorized access, misuse, computer viruses, and cyber attacks, which could jeopardize confidential information and disrupt operations152 - Outsourcing data processing and other operational functions to third-party providers introduces risks if these providers encounter difficulties or communication issues arise154 - Failure to keep pace with technological advances and invest in new technology could materially adversely impact the business and financial condition156 Risks Related to Our Holding Company Structure First Federal MHC's majority ownership grants voting control, potentially conflicting with other stockholders' interests, and the company's ability to pay dividends is constrained by regulatory approvals and MHC waivers - First Federal MHC owns a majority of the common stock and can exercise voting control, potentially preventing transactions favorable to other stockholders157 - The ability to pay future dividends depends on the Banks' capital distributions to Kentucky First Federal and First Federal MHC's waiver of dividends158 - The company announced the indefinite suspension of dividend payments on January 16, 2024163 Item 1B. Unresolved Staff Comments The company has no unresolved staff comments from the SEC - There are no unresolved staff comments165 Item 1C. Cybersecurity The company maintains a comprehensive cybersecurity program with Board oversight, risk management, continuous investment, and an Incident Response Plan, reporting no material losses in FY2025 - The company employs comprehensive methodologies for risk assessment, identifying and evaluating potential cybersecurity threats and vulnerabilities167 - An Incident Response Plan is in place to guide actions for real and suspected information security incidents, with material threats escalated to the Incident Response Team169 - The company has not experienced any material losses relating to cybersecurity threats or incidents for the year ended June 30, 2025172 - The Board of Directors has oversight responsibilities for cybersecurity risk management, and the Information Security Officer (ISO) reports directly to the CEO and provides regular briefings to the Board and Audit Committee173175177 Cybersecurity Risk Management and Strategy The company safeguards information and data through comprehensive risk assessments, continuous security investments, end-user training, and enhanced monitoring - The company regards information and data as valuable assets and has implemented safeguards to protect their integrity, availability, and privacy166 - Comprehensive methodologies are used for risk assessment, including regular examinations of emerging threats, penetration tests, vulnerability scanning, and analysis of industry-specific risks167 - Investments in information technology security are expanding, focusing on end-user training, layered defenses, critical asset protection, and strengthening monitoring and alerting168 Integration into Overall Risk Management System Cybersecurity is integrated into the company's overall risk management through comprehensive threat identification, an Incident Response Plan, and regular tabletop exercises - The company employs comprehensive methodologies for risk assessment, diligently identifying and evaluating potential cybersecurity threats and vulnerabilities167 - An Incident Response Plan guides actions for real and suspected information security incidents, including Distributed Denial of Service attacks, Corporate Account Takeover schemes, or ransomware169 - Tabletop exercises are held regularly at senior and executive management levels to validate roles, responsibilities, and response protocols for cybersecurity threats170 Third-party Access The company manages third-party cybersecurity risks through a dedicated program, assigning risk ratings to vendors and contractually requiring appropriate security measures - The company has a fully integrated third-party risk management program to identify, assess, monitor, and mitigate cybersecurity risks associated with vendors171 - Risk ratings are assigned to vendors based on their access to networks, systems, and confidential information171 - Third parties with access to company systems or customer data must have appropriate security measures and agree by contract to manage their cybersecurity risks171 Material Cybersecurity Threat Risks The company reported no material losses from cyber threats in FY2025 and is unaware of any risks likely to materially affect its business, but acknowledges that absolute security cannot be guaranteed - The company has not experienced any material losses relating to cybersecurity threats or incidents for the year ended June 30, 2025172 - The company is not aware of any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect its business strategy, results of operations, or financial condition172 - Despite a robust cybersecurity program, absolute surety against vulnerabilities or incidents cannot be provided, and future incidents could harm the business, reputation, or lead to regulatory actions or litigation172 Cybersecurity Governance The Board of Directors oversees cybersecurity risk management, with the ISO reporting directly to the CEO and regularly informing the Board and Audit Committee on risks and initiatives - The Board of Directors is responsible for the oversight of cybersecurity risk management, with members possessing expertise in risk management, technology, and finance174 - The Information Security Officer (ISO) reports directly to the CEO and regularly informs the Board and Audit Committee on cybersecurity risks, initiatives, incidents, and compliance175177 - The Board actively participates in strategic decisions related to cybersecurity, offering guidance and approval for major initiatives176 Item 2. Properties The company operates through seven owned offices across Kentucky, with a total net book value of premises and equipment at $4.2 million as of June 30, 2025 - The company conducts its business through seven owned offices181 Office Locations and Details (June 30, 2025) | Office Location | Year Opened/Acquired | Ownership | Net Book Value (in thousands) | Approximate Square Footage | | :-------------------------------- | :------------------- | :-------- | :------------------------------------------- | :------------------------- | | First Federal of Hazard Main Office: 655 Main Street, Hazard, Kentucky 41701 | 2016 | Owned | $630 | 5,600 | | First Federal of Kentucky Main Office: 216 West Main Street, Frankfort, Kentucky 40601 | 2005 | Owned | $722 | 14,000 | | First Federal of Kentucky: 194 Versailles Road, Frankfort, Kentucky 40601 | 2015 | Owned | $748 | 2,700 | | First Federal of Kentucky: 1220 US 127 South, Frankfort, Kentucky 40601 | 2005 | Owned | $404 | 2,480 | | First Federal of Kentucky: 340 West Main Street, Danville, Kentucky 40422 | 2012 | Owned | $476 | 8,700 | | First Federal of Kentucky: 120 Skywatch Drive, Danville, Kentucky 40422 | 2012 | Owned | $627 | 2,300 | | First Federal of Kentucky: 208 Lexington Street, Lancaster, Kentucky 40444 | 2012 | Owned | $360 | 4,300 | - The net book value of the company's investment in premises and equipment was $4.2 million at June 30, 2025182 Item 3. Legal Proceedings The company is not currently involved in any pending legal proceedings expected to have a material adverse effect on its financial condition or operations - The company is not a party to any pending legal proceedings that are believed to have a material adverse effect on its financial condition, results of operations, or cash flows183 Item 4. Mine Safety Disclosures This item is not applicable to the company's operations - Mine Safety Disclosures are not applicable184 PART II This part covers market information for common equity, financial statements, and internal controls Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company did not repurchase any equity securities in FY2024 or FY2025 and has no repurchase plan, with other information incorporated by reference - No stock was purchased in the fiscal years ended June 30, 2024 and 2025187 - There is no stock repurchase plan in place as of June 30, 2025187 - The company repurchased no equity securities registered under the Securities Exchange Act of 1934 during any quarter of the fiscal year ended June 30, 2025189 Item 6. [Reserved] This item is reserved and contains no information Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Information for Management's Discussion and Analysis of Financial Condition and Results of Operations is incorporated by reference from the Annual Report to Stockholders - Information for Management's Discussion and Analysis of Financial Condition and Results of Operations is incorporated by reference from the Annual Report to Stockholders190 Item 7A. Quantitative and Qualitative Disclosures About Market Risk This item is not applicable to the company as it qualifies as a smaller reporting company - This item is not applicable, as the Company is a smaller reporting company191 Item 8. Financial Statements and Supplementary Data The Consolidated Financial Statements, Notes, Independent Auditor's Report, and Selected Financial Data are incorporated by reference from the Annual Report to Stockholders - The Consolidated Financial Statements, Notes to Consolidated Financial Statements, Report of Independent Registered Public Accounting Firm and Selected Financial Data are incorporated by reference from the Annual Report to Stockholders192 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There have been no changes in or disagreements with accountants regarding accounting and financial disclosure - There are no changes in and disagreements with accountants on accounting and financial disclosure193 Item 9A. Controls and Procedures Management concluded that disclosure controls and internal control over financial reporting were effective as of June 30, 2025, with no material changes during the quarter - The company's disclosure controls and procedures were evaluated and concluded to be effective as of June 30, 2025194 - Management assessed the effectiveness of the company's internal control over financial reporting as of June 30, 2025, based on the COSO 2013 framework, and concluded it was effective200 - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2025202 Disclosure Controls and Procedures The company's principal executive and financial officers concluded that disclosure controls and procedures were effective as of June 30, 2025, ensuring timely and accurate reporting - The company's principal executive officer and principal financial officer concluded that disclosure controls and procedures were effective as of June 30, 2025194 Internal Control Over Financial Reporting Management affirmed the effectiveness of internal control over financial reporting as of June 30, 2025, based on the COSO 2013 framework, with no auditor attestation due to filer status - Management is responsible for establishing and maintaining adequate internal control over financial reporting199 - Management assessed the effectiveness of internal control over financial reporting as of June 30, 2025, based on COSO 2013, and concluded it was effective200 - The report does not include an attestation report from the public accounting firm due to the company's exemption as a non-accelerated filer201 Changes to Internal Control Over Financial Reporting There were no material changes to the company's internal control over financial reporting during the quarter ended June 30, 2025 - There were no changes in internal control over financial reporting during the quarter ended June 30, 2025, that materially affected or are reasonably likely to materially affect it202 Item 9B. Other Information No director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b-5 trading arrangements during the three months ended June 30, 2025 - No director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b-5 trading arrangement during the three months ended June 30, 2025203 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company - Disclosure regarding foreign jurisdictions that prevent inspections is not applicable204 PART III This part provides information on directors, executive compensation, security ownership, related transactions, and principal accountant fees Item 10. Directors, Executive Officers and Corporate Governance Information on directors, executive officers, corporate governance, and ethics policies is incorporated by reference from the 2025 Annual Meeting of Stockholders Proxy Statement - Information on Directors, Executive Officers, and Corporate Governance is incorporated by reference from the 2025 Annual Meeting of Stockholders Proxy Statement207208209 - The company has adopted a Code of Ethics and Business Conduct applicable to all directors, officers, and employees211 - Insider trading policies and procedures have been adopted to promote compliance with insider trading laws, rules, and regulations212 Item 11. Executive Compensation Information regarding executive compensation is incorporated by reference from the definitive proxy statement - Information on Executive Compensation is incorporated by reference from the Proxy Statement213 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information on security ownership and changes in control is incorporated by reference from the proxy statement, with no outstanding equity compensation options as of June 30, 2025 - Information on Security Ownership of Certain Beneficial Owners and Management is incorporated by reference to the 'Stock Ownership' section in the Proxy Statement219 - Management knows of no arrangements that may result in a change in control of the company219 Equity Compensation Plans (as of June 30, 2025) | Equity Compensation Plans (as of June 30, 2025) | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | :---------------------------------------------- | :------------------------------------------------------------------------ | :------------------------------------------------------------------------ | :------------------------------------------------------------------------------------------------------------------------------------------ | | Equity compensation plans approved by security holders | — | — | — | | Equity compensation plans not approved by security holders | — | — | — | | Total | — | — | — | Item 13. Certain Relationships and Related Transactions, and Director Independence Information regarding certain relationships, related transactions, and director independence is incorporated by reference from the proxy statement - Information on Certain Relationships and Related Transactions and Director Independence is incorporated by reference from the Proxy Statement216217 Item 14. Principal Accountant Fees and Services Information regarding principal accountant fees and services is incorporated by reference from the proxy statement - Information on Principal Accountant Fees and Services is incorporated by reference from the 'Audit Related Matters' section in the Proxy Statement218 PART IV This part includes exhibits, financial statement schedules, and the Form 10-K summary Item 15. Exhibits and Financial Statement Schedules This section lists consolidated financial statements, financial statement schedules, and exhibits filed as part of the Annual Report on Form 10-K - The consolidated financial statements are incorporated by reference from Item 8221 - All financial statement schedules are omitted because conditions for their requirement are absent or the information is included in the consolidated financial statements and related notes221 - A list of exhibits filed as part of this Annual Report on Form 10-K is provided, including corporate documents, employment agreements, and regulatory filings222223 Item 16. Form 10-K Summary This item is not applicable to the company - Form 10-K Summary is not applicable224 SIGNATURES This section contains the required signatures of the company's authorized officers