TCBS 10-Q Quarterly Report June 30, 2025 | Alphaminr
Texas Community Bancshares, Inc.
ALPHAMINR

TCBS 10-Q Quarter ended June 30, 2025

Balance Sheet
Cash Flow
Income Statement
Debt
Texas Community Bancshares, Inc._June 30, 2025
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​

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

⌧

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

OR

◻

TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File No. 001-40610

Texas Community Bancshares, Inc.

(Exact Name of Registrant as Specified in Its Charter)

​

​

​

Maryland

86-2760335

(State or Other Jurisdiction of Incorporation or Organization)

​

(I.R.S. Employer Identification No.)

​

​

​

215 West Broad Street , Mineola , Texas

​

75773

(Address of Principal Executive Offices)

​

(Zip Code)

​

( 903 ) 569-2602

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

​

​

Common stock, $0.01 par value per share

TCBS

The Nasdaq Stock Market LLC

(Title of Each Class)

(Trading Symbol(s))

(Name of Each Exchange on Which Registered)

​

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days. YES ⌧ NO ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ⌧ NO ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

​

​

​

Large accelerated filer ◻

Accelerated filer ◻

Non-accelerated filer ⌧

​

Smaller reporting company ☒

​

​

Emerging growth company ☒

​

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

There were 2,966,743 shares, par value $0.01 per share, of the Registrant’s common stock outstanding as of August 5, 2025.

​

​

​

Texas Community Bancshares, Inc.

Form 10-Q

Table of Contents

​

​

​

​

​

​

​

Page

PART I. FINANCIAL INFORMATION

​

​

​

​

​

Item 1.

​

Financial Statements

​

1

​

​

​

​

​

​

​

Consolidated Statements of Financial Condition at June 30, 2025 (unaudited) and December 31, 2024

​

1

​

​

​

​

​

​

​

Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)

​

2

​

​

​

​

​

​

​

Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)

​

3

​

​

​

​

​

​

​

Consolidated Statements of Shareholders’ Equity for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)

​

4

​

​

​

​

​

​

​

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 (unaudited)

​

5

​

​

​

​

​

​

​

Notes to Consolidated Financial Statements (unaudited)

​

6

​

​

​

​

​

Item 2.

​

Management’s Discussion and Analysis of Financial Condition and Results of Operations

​

29

​

​

​

​

​

Item 3.

​

Quantitative and Qualitative Disclosures About Market Risk

​

45

​

​

​

​

​

Item 4.

​

Controls and Procedures

​

46

​

​

​

​

​

PART II. OTHER INFORMATION

​

​

​

​

​

Item 1.

​

Legal Proceedings

​

47

​

​

​

​

​

Item 1A.

​

Risk Factors

​

47

​

​

​

​

​

Item 2.

​

Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

​

47

​

​

​

​

​

Item 3.

​

Defaults Upon Senior Securities

​

47

​

​

​

​

​

Item 4.

​

Mine Safety Disclosures

​

47

​

​

​

​

​

Item 5.

​

Other Information

​

47

​

​

​

​

​

Item 6.

​

Exhibits

​

48

​

​

​

​

​

​

​

Signatures

​

49

​

​

​

​

​

PART I – FINANCIAL INFORMATION

Item 1.        Financial Statements

Texas Community Bancshares, Inc. and Subsidiaries

Consolidated Statements of Financial Condition

June 30, 2025 and December 31, 2024

(Amounts in thousands, except share and per share data)

​

​

​

​

​

​

​

​

June 30,

December 31,

​

​

2025

​

2024

​

​

(unaudited)

​

​

​

Assets

​

​

​

​

Cash and due from banks

$

4,917

$

4,015

Federal funds sold

​

​

6,378

​

​

9,275

Cash and cash equivalents

​

​

11,295

​

​

13,290

Interest bearing deposits in banks

​

​

17,311

​

​

9,720

Securities available for sale

​

​

73,188

​

​

75,189

Securities held to maturity (fair values of $ 18,313 at June 30, 2025 and $ 19,531 at December 31, 2024)

​

​

20,294

​

​

22,096

Loans receivable, net of allowance for credit losses of $ 3,227 at June 30, 2025 and $ 3,222 at December 31, 2024

​

​

292,916

​

​

292,416

Net investment in direct financing leases

​

​

1,105

​

​

1,292

Accrued interest receivable

​

​

1,933

​

​

1,919

Premises and equipment, net

​

​

11,511

​

​

11,526

Bank-owned life insurance

​

​

6,453

​

​

6,370

Other real estate owned

​

​

428

​

​

480

Restricted investments carried at cost

​

​

3,344

​

​

4,252

Core deposit intangible

​

​

66

​

​

132

Deferred income taxes

​

​

2,289

​

​

2,688

Financial derivative

​

​

—

​

​

419

Other assets

​

​

1,949

​

​

1,668

​

​

$

444,082

​

$

443,457

Liabilities and Shareholders' Equity

​

​

​

​

Liabilities

​

​

​

​

Noninterest bearing

​

$

49,130

​

$

41,466

Interest bearing

​

​

290,050

​

​

294,362

Total deposits

​

​

339,180

​

​

335,828

Advances from Federal Home Loan Bank (FHLB)

​

​

49,236

​

​

49,878

Accrued expenses and other liabilities

​

​

2,797

​

​

5,643

Total liabilities

​

​

391,213

​

​

391,349

Shareholders' Equity

​

​

​

​

​

​

Preferred stock, $ 0.01 par value, 1,000,000 shares authorized, none issued and outstanding

​

​

—

​

​

—

Common stock, $ 0.01 par value, 19,000,000 shares authorized, 3,366,516 issued and 2,999,743 outstanding at June 30, 2025 and 3,370,425 issued and 3,088,152 outstanding at December 31, 2024

​

​

34

​

​

34

Additional paid in capital

​

​

32,839

​

​

32,493

Retained earnings

​

​

31,242

​

​

30,163

Accumulated other comprehensive loss

​

​

( 4,158 )

​

​

( 4,766 )

Unearned Employee Stock Ownership Program (ESOP) shares, at cost

​

​

( 1,970 )

​

​

( 2,039 )

Treasury stock, at cost ( 366,773 shares at June 30, 2025 and 282,273 shares at December 31, 2024)

​

​

( 5,118 )

​

​

( 3,777 )

Total shareholders' equity

​

​

52,869

​

​

52,108

​

​

$

444,082

​

$

443,457

See Notes to Consolidated Financial Statements

​

1

Texas Community Bancshares, Inc. and Subsidiaries

Consolidated Statements of Operations (Unaudited)

Three and Six Months Ended June 30, 2025 and 2024

(Amounts in thousands, except share and per share data)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

June 30,

​

June 30,

​

​

2025

2024

2025

2024

Interest Income

​

​

​

​

Loans, including fees

​

$

4,271

​

$

3,801

​

$

8,671

​

$

7,510

Debt securities

​

​

​

​

​

​

​

Taxable

​

945

​

1,204

​

1,929

​

2,374

Non taxable

​

47

​

36

​

91

​

82

Dividends on restricted investments

​

44

​

54

​

94

​

109

Federal funds sold

​

55

​

239

​

117

​

306

Deposits with banks

​

112

​

222

​

216

​

478

Financial derivative

​

—

​

125

​

( 10 )

​

240

Total interest income

​

5,474

​

5,681

​

11,108

​

11,099

Interest Expense

​

​

​

​

​

​

​

​

Deposits

​

1,797

​

1,813

​

3,596

​

3,570

Advances from FHLB

​

501

​

683

​

1,004

​

1,379

Other

​

2

​

2

​

6

​

4

Total interest expense

​

2,300

​

2,498

​

4,606

​

4,953

Net Interest Income

​

3,174

​

3,183

​

6,502

​

6,146

Provision (Credit) for Credit Losses - loans

​

​

( 37 )

​

​

163

​

​

26

​

​

( 88 )

Provision (Credit) for Credit Losses - off-balance sheet credit exposures

​

​

( 5 )

​

​

( 39 )

​

​

45

​

​

( 65 )

Provision (Credit) for Credit Losses

​

( 42 )

​

124

​

71

​

( 153 )

Net Interest Income After Provision (Credit) for Credit Losses

​

3,216

​

3,059

​

6,431

​

6,299

Noninterest Income

​

​

​

​

​

​

​

​

Service charges on deposit accounts

​

178

​

167

​

343

​

335

Other service charges and fees

​

284

​

356

​

586

​

616

Net loss on sale of loans

​

—

​

( 69 )

​

—

​

( 3,850 )

Net loss on sale of other real estate owned

​

( 2 )

​

( 78 )

​

( 54 )

​

( 41 )

Net loss on sale of premises and equipment

​

—

​

—

​

—

​

( 283 )

Net appreciation on bank-owned life insurance

​

42

​

13

​

83

​

43

Gain on equity investment

​

​

73

​

​

—

​

​

73

​

​

—

Other income

​

4

​

4

​

10

​

11

Total noninterest income (loss)

​

579

​

393

​

1,041

​

( 3,169 )

Noninterest Expenses

​

​

​

​

​

​

​

​

Salaries and employee benefits

​

1,569

​

1,644

​

3,223

​

3,309

Occupancy and equipment expense

​

266

​

273

​

513

​

558

Data processing

​

244

​

233

​

478

​

474

Technology expense

​

76

​

189

​

133

​

303

Contract services

​

63

​

72

​

130

​

134

Director fees

​

71

​

79

​

142

​

162

Other expense

​

684

​

564

​

1,282

​

1,185

Total noninterest expense

​

2,973

​

3,054

​

5,901

​

6,125

Income (Loss) Before Income Taxes

​

822

​

398

​

1,571

​

( 2,995 )

Income Tax Expense (Benefit)

​

144

​

50

​

250

​

( 658 )

Net Income (Loss)

​

$

678

​

$

348

​

$

1,321

​

$

( 2,337 )

Earnings (Loss) per share - basic

​

$

0.24

​

$

0.12

​

$

0.46

​

$

( 0.79 )

Earnings (Loss) per share - diluted

​

$

0.23

​

$

0.12

​

$

0.45

​

$

( 0.78 )

Weighted-average shares outstanding - basic

​

​

2,828,769

​

​

2,962,136

​

​

2,846,246

​

​

2,967,570

Weighted-average shares outstanding - diluted

​

​

2,922,938

​

​

3,007,309

​

​

2,940,847

​

​

3,012,493

See Notes to Consolidated Financial Statements

​

2

Texas Community Bancshares, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

Three and Six Months Ended June 30, 2025 and 2024

(Amounts in thousands, except share and per share data)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

June 30,

​

June 30,

​

2025

2024

2025

2024

Net Income (Loss)

​

$

678

​

$

348

​

$

1,321

​

$

( 2,337 )

​

​

​

​

​

​

​

​

​

​

​

​

​

Other items of comprehensive income (loss)

​

​

​

​

​

​

​

​

​

​

​

​

Debt Securities

​

​

​

​

​

​

​

​

​

​

​

​

Net changes in fair value of available for sale securities, before tax

​

270

​

311

​

1,188

​

398

Net changes in fair value of available for sale securities hedged, before tax

​

—

​

75

​

( 417 )

​

516

Total other items of comprehensive income, before tax

​

270

​

386

​

771

​

914

​

​

​

​

​

​

​

​

​

​

​

​

​

Income tax expense related to other items of comprehensive income

​

( 57 )

​

( 80 )

​

( 163 )

​

( 191 )

Total other items of comprehensive income, after tax

​

213

​

306

​

608

​

723

​

​

​

​

​

​

​

​

​

​

​

​

​

Comprehensive Income (Loss)

​

$

891

​

$

654

​

$

1,929

​

$

( 1,614 )

See Notes to Consolidated Financial Statements

​

​

3

Texas Community Bancshares, Inc. and Subsidiaries

Consolidated Statements of Shareholders’ Equity (Unaudited)

Three and Six months ended June 30, 2025 and 2024

(Amounts in thousands, except share and per share data)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Accumulated

​

​

​

​

​

​

​

​

​

Additional

​

​

​

​

Other

​

Unearned

​

​

​

Total

​

​

Preferred

​

Common

​

Paid In

​

Retained

​

Comprehensive

​

ESOP

​

Treasury

​

Shareholders'

Three Months Ended June 30, 2025 and 2024

​

Stock

​

Stock

​

Capital

​

Earnings

​

Loss

​

Shares

​

Stock

​

Equity

Balance at April 1, 2025

​

$

—

​

$

34

​

$

32,687

​

$

30,683

​

$

( 4,371 )

​

$

( 2,006 )

​

$

( 4,272 )

​

$

52,755

Net income

​

—

​

—

​

—

​

678

​

—

​

—

​

—

​

678

Stock based compensation expense

​

​

—

​

​

—

​

​

130

​

​

—

​

​

—

​

​

—

​

​

—

​

​

130

Other comprehensive income, net of tax

​

—

​

—

​

—

​

—

​

213

​

—

​

—

​

213

Cash dividend declared ($ 0.04 per share)

​

—

​

—

​

—

​

( 119 )

​

—

​

—

​

—

​

( 119 )

ESOP shares committed to be released, 3,628 shares

​

—

​

—

​

22

​

—

​

—

​

36

​

—

​

58

Treasury stock purchased, 53,000 shares

​

—

​

—

​

—

​

—

​

—

​

—

​

( 846 )

​

( 846 )

Balance at June 30, 2025

​

$

—

​

$

34

​

$

32,839

​

$

31,242

​

$

( 4,158 )

​

$

( 1,970 )

​

$

( 5,118 )

​

$

52,869

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance at April 1, 2024

​

$

—

​

$

34

​

$

31,970

​

$

29,159

​

$

( 5,175 )

​

$

( 2,164 )

​

$

( 2,353 )

​

$

51,471

Net income

​

—

​

—

​

—

​

348

​

—

​

—

​

—

​

348

Stock based compensation expense

​

​

—

​

​

—

​

​

160

​

​

—

​

​

—

​

​

—

​

​

—

​

​

160

Other comprehensive income, net of tax

​

—

​

—

​

—

​

—

​

306

​

—

​

—

​

306

Cash dividend declared ($ 0.04 per share)

​

​

—

​

​

—

​

​

—

​

​

( 127 )

​

​

—

​

​

—

​

​

—

​

​

( 127 )

ESOP shares committed to be released, 3,277 shares

​

—

​

—

​

15

​

—

​

—

​

32

​

—

​

47

Treasury stock purchased, 29,600 shares

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

( 430 )

​

​

( 430 )

Balance at June 30, 2024

​

$

—

​

$

34

​

$

32,145

​

$

29,380

​

$

( 4,869 )

​

$

( 2,132 )

​

$

( 2,783 )

​

$

51,775

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Accumulated

​

​

​

​

​

​

​

​

​

Additional

​

​

​

​

Other

​

Unearned

​

​

​

Total

​

​

Preferred

​

Common

​

Paid In

​

Retained

​

Comprehensive

​

ESOP

​

Treasury

​

Shareholders'

Six Months Ended June 30, 2025 and 2024

​

Stock

​

Stock

​

Capital

​

Earnings

​

Loss

​

Shares

​

Stock

​

Equity

Balance at January 1, 2025

​

$

—

​

$

34

​

$

32,493

​

$

30,163

​

$

( 4,766 )

​

$

( 2,039 )

​

$

( 3,777 )

​

$

52,108

Net income

​

—

​

—

​

—

​

1,321

​

—

​

—

​

—

​

1,321

Stock based compensation expense

​

​

—

​

​

—

​

​

305

​

​

—

​

​

—

​

​

—

​

​

—

​

​

305

Other comprehensive income, net of tax

​

—

​

—

​

—

​

—

​

608

​

—

​

—

​

608

Cash dividend declared ($ 0.04 per share)

​

—

​

—

​

—

​

( 242 )

​

—

​

—

​

—

​

( 242 )

ESOP shares committed to be released, 6,905 shares

​

—

​

—

​

41

​

—

​

—

​

69

​

—

​

110

Treasury stock purchased, 84,500 shares

​

—

​

—

​

—

​

—

​

—

​

—

​

( 1,341 )

​

( 1,341 )

Balance at June 30, 2025

​

$

—

​

$

34

​

$

32,839

​

$

31,242

​

$

( 4,158 )

​

$

( 1,970 )

​

$

( 5,118 )

​

$

52,869

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance at January 1, 2024

​

$

—

​

$

34

​

$

31,671

​

$

31,972

​

$

( 5,592 )

​

$

( 2,197 )

​

$

( 2,199 )

​

$

53,689

Net loss

​

—

​

—

​

—

​

( 2,337 )

​

—

​

—

​

—

​

( 2,337 )

Stock based compensation expense

​

​

—

​

​

—

​

​

446

​

​

—

​

​

—

​

​

—

​

​

—

​

​

446

Other comprehensive income, net of tax

​

—

​

—

​

—

​

—

​

723

​

—

​

—

​

723

Cash dividend declared ($ 0.04 per share)

​

​

—

​

​

—

​

​

—

​

​

( 255 )

​

​

—

​

​

—

​

​

—

​

​

( 255 )

ESOP shares committed to be released, 6,554 shares

​

—

​

—

​

28

​

—

​

—

​

65

​

—

​

93

Treasury stock purchased, 40,600 shares

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

( 584 )

​

​

( 584 )

Balance at June 30, 2024

​

$

—

​

$

34

​

$

32,145

​

$

29,380

​

$

( 4,869 )

​

$

( 2,132 )

​

$

( 2,783 )

​

$

51,775

​

​

See Notes to Consolidated Financial Statements

​

4

​

Texas Community Bancshares, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)

Six months ended June 30, 2025 and 2024

(Amounts in thousands, except share and per share data)

​

​

​

​

​

​

​

​

​

Six Months Ended

​

​

June 30,

​

2025

2024

Operating Activities

​

​

Net income (loss)

​

$

1,321

​

$

( 2,337 )

Adjustments to reconcile net income (loss) to net cash from operating activities

​

​

Provision (credit) for credit losses - loans

​

​

26

​

​

( 88 )

Provision (credit) for credit losses - off-balance sheet credit exposures

​

45

​

( 65 )

Net (accretion) amortization of securities

​

( 23 )

​

5

Depreciation and amortization

​

294

​

284

Net unrealized gain on discontinued financial derivative

​

​

463

​

​

—

Stock dividends on restricted investments

​

​

( 89 )

​

​

( 105 )

Net increase on restricted investments

​

​

( 46 )

​

​

—

Loss on sale of loans

​

​

—

​

​

3,850

Loss on disposal of fixed assets

​

—

​

283

Appreciation on bank-owned life insurance

​

( 83 )

​

( 43 )

ESOP compensation expense for allocated shares

​

​

110

​

​

93

Loss (Gain) on sale other real estate owned

​

​

2

​

​

( 37 )

Write-down of other real estate owned

​

​

52

​

​

78

Stock-based compensation

​

305

​

446

Deferred income tax expense (benefit)

​

238

​

( 663 )

Loss on fair value adjustment of fair value hedges

​

10

​

1

Net change in

​

​

​

Accrued interest receivable

​

( 14 )

​

( 11 )

Other assets

​

( 281 )

​

( 449 )

Accrued expenses and other liabilities

​

( 2,856 )

​

( 197 )

Net Cash (used for) from Operating Activities

​

( 526 )

​

1,045

Investing Activities

​

​

Net change in interest bearing deposits in banks

​

( 7,591 )

​

4,540

Activity in available for sale securities

​

​

​

​

​

​

Purchases

​

( 4,232 )

​

( 3,474 )

Maturities, prepayments and calls

​

​

7,028

​

​

7,703

Activity in held to maturity securities

​

​

​

Maturities, prepayments and calls

​

1,755

​

2,109

Redemptions of restricted investments

​

1,096

​

—

Purchases of restricted investments

​

( 53 )

​

( 92 )

Loan originations and principal collections, net

​

( 593 )

​

( 13,966 )

Net decrease (increase) in net investment in direct financing leases

​

187

​

( 1,304 )

Proceeds from sale of loans, originally classified as loans held for investment

​

—

​

22,971

Proceeds from sales of other real estate owned

​

20

​

49

Additions of premises and equipment

​

( 213 )

​

( 1,181 )

Net Cash used for Investing Activities

​

( 2,596 )

​

17,355

Financing Activities

​

​

Net increase in deposits

​

3,352

​

7,342

Payments on FHLB and other borrowings

​

( 642 )

​

( 5,684 )

Cash dividends declared and paid

​

( 242 )

​

( 255 )

Purchases of treasury stock

​

( 1,341 )

​

( 584 )

Net Cash from Financing Activities

​

1,127

​

819

Net Change in Cash and Cash Equivalents

​

( 1,995 )

​

19,219

Cash and Cash Equivalents at Beginning of Period

​

13,290

​

13,060

Cash and Cash Equivalents at End of Period

​

$

11,295

​

$

32,279

​

See Notes to Consolidated Financial Statements

​

5

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three and Six months ended June 30, 2025 and 2024

(Amounts in thousands, except share, per share data, and percentages)

Note 1 -    Summary of Significant Accounting Policies

General

Texas Community Bancshares, Inc. (the “Company”), a Maryland corporation and registered bank holding company, was incorporated on March 5, 2021. The Company became the bank holding company for Broadstreet Bank, SSB (the “Bank”), formerly known as Mineola Community Bank, SSB prior to December 4, 2023, as part of the Bank’s mutual to stock conversion completed on July 14, 2021. The Company’s shares trade on the NASDAQ under the symbol TCBS. Voting rights in the Company are held and exercised exclusively by the shareholders of the Company.

The Company’s primary source of revenue is providing loans and banking services to consumers and commercial customers in Mineola, Texas, and the surrounding area and the Dallas-Fort Worth Metroplex. The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States of America (GAAP) and to general practices of the banking industry.

Policies and practices which materially affect the determination of financial position, results of operations and cash flows are summarized as follows:

Interim Financial Statements

The interim unaudited consolidated financial statements as of June 30, 2025, and for the three and six months ended June 30, 2025 and 2024, are unaudited and reflect all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. Such adjustments are the only adjustments contained in these unaudited consolidated financial statements. These unaudited consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission, and therefore certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been omitted. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be achieved for the year ending December 31, 2025, or any other period. Certain prior period data presented in the consolidated financial statements has been revised to conform with the current period presentation. The accompanying consolidated financial statements have been derived from and should be read in conjunction with the audited consolidated financial statements, and notes, contained in the Company’s Form 10-K for the year ended December 31, 2024. Reference is made to the accounting policies of the Company described in the Notes to Consolidated Financial Statements contained in Form 10-K for the year ended December 31, 2024.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, which include the Bank and its wholly-owned subsidiary, Mineola Financial Service Corporation, which is inactive. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

In preparing consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses.

6

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three and Six months ended June 30, 2025 and 2024

(Amounts in thousands, except share, per share data, and percentages)

​

Note 2 – Earnings Per Share

Basic earnings per share is computed by dividing the net income or loss by the weighted-average number of common shares outstanding during the period, including allocated and committed to be released ESOP shares and restricted stock awards granted during the applicable period. Diluted earnings per share is computed using the weighted-average number of shares determined for the basic earnings per common share computation plus the dilutive effect of stock compensation using the treasury stock method.

The following table presents a reconciliation of the number of shares used in the calculation of basic and diluted earnings per common share:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

Six Months Ended

​

June 30,

​

​

June 30,

​

2025

2024

​

2025

2024

Net Income (Loss)

​

$

678

​

$

348

​

​

$

1,321

​

$

( 2,337 )

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average shares outstanding for basic earnings per share:

​

​

​

​

​

Average shares outstanding

​

3,029,265

​

3,178,502

​

​

3,048,375

​

3,187,814

Less: average unearned ESOP shares

​

( 200,496 )

​

( 216,366 )

​

​

( 202,129 )

​

( 220,244 )

Weighted average shares outstanding for basic earnings per share

​

2,828,769

​

2,962,136

​

​

2,846,246

​

2,967,570

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Additional dilutive shares

​

94,169

​

45,173

​

​

94,601

​

44,923

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average shares outstanding for dilutive earnings per share

​

2,922,938

​

3,007,309

​

​

2,940,847

​

3,012,493

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic earnings (loss) per share

​

$

0.24

​

$

0.12

​

​

$

0.46

​

$

( 0.79 )

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Dilutive earnings (loss) per share

​

$

0.23

​

$

0.12

​

​

$

0.45

​

$

( 0.78 )

​

Nonvested restricted stock awards for 21,493 and 71,401 shares of common stock were not considered in computing diluted earnings per share for 2025 and 2024, respectively, because they were antidilutive. Stock options for 145,099 and 225,430 shares of common stock were not considered in computing diluted earnings per share for 2025 and 2024, because they were nonvested. Stock options for 35,838 and 46,258 shares of common stock have vested, however, were not considered in computing diluted earnings per share for 2025 and 2024, because they were antidilutive.

7

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three and Six months ended June 30, 2025 and 2024

(Amounts in thousands, except share, per share data, and percentages)

Note 3 -    Debt Securities

The amortized cost and fair value of securities, with gross unrealized gains and losses, follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

June 30, 2025

​

​

​

​

​

Gross

​

Gross

​

Estimated

​

​

Amortized

​

Unrealized

​

Unrealized

​

Fair

Available for Sale

Cost

Gains

Losses

Value

Debt Securities:

​

​

​

​

Residential mortgage-backed

​

$

9,496

​

$

—

​

$

( 863 )

​

$

8,633

Collateralized mortgage obligations

​

45,755

​

21

​

( 1,771 )

​

44,005

State and municipal

​

14,840

​

8

​

( 1,543 )

​

13,305

Corporate bonds

​

8,360

​

26

​

( 1,141 )

​

7,245

Total securities available for sale

​

$

78,451

​

$

55

​

$

( 5,318 )

​

$

73,188

​

​

​

​

​

​

​

​

​

​

​

​

​

Held to Maturity

​

​

​

​

Debt Securities:

​

​

​

​

Residential mortgage-backed

​

$

17,574

​

$

—

​

$

( 1,919 )

​

$

15,655

State and municipal

​

​

1,565

​

​

—

​

​

( 63 )

​

​

1,502

U.S. Government and agency

​

1,155

​

1

​

—

​

1,156

Total securities held to maturity

​

$

20,294

​

$

1

​

$

( 1,982 )

​

$

18,313

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2024

​

​

​

​

​

Gross

​

Gross

​

Estimated

​

​

Amortized

​

Unrealized

​

Unrealized

​

Fair

Available for Sale

Cost

Gains

Losses

Value

Debt Securities:

​

​

​

​

Residential mortgage-backed

​

$

10,356

​

$

—

​

$

( 1,205 )

​

$

9,151

Collateralized mortgage obligations

​

48,808

​

21

​

( 2,261 )

​

46,568

State and municipal

​

15,124

​

—

​

( 1,847 )

​

13,277

Corporate bonds

​

7,352

​

—

​

( 1,159 )

​

6,193

Total securities available for sale

​

$

81,640

​

$

21

​

$

( 6,472 )

​

$

75,189

​

​

​

​

​

​

​

​

​

​

​

​

​

Held to Maturity

​

​

​

​

Debt Securities:

​

​

​

​

Residential mortgage-backed

​

$

19,090

​

$

—

​

$

( 2,521 )

​

$

16,569

State and municipal

​

1,567

​

—

​

( 45 )

​

1,522

U.S. Government and agency

​

​

1,439

​

​

1

​

​

—

​

​

1,440

Total securities held to maturity

​

$

22,096

​

$

1

​

$

( 2,566 )

​

$

19,531

​

During the three and six months ended June 30, 2025 and 2024, the Company had no sales of available for sale securities or held to maturity securities.

At June 30, 2025 and December 31, 2024, securities with a fair value of $ 18,069 and $ 17,862 , respectively, were pledged to secure public deposits and for other purposes required or permitted by law.

8

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three and Six months ended June 30, 2025 and 2024

(Amounts in thousands, except share, per share data, and percentages)

The amortized cost and fair value of debt securities by contractual maturity at June 30, 2025, follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Available for Sale

​

Held to Maturity

​

​

​

​

​

Estimated

​

​

​

​

Estimated

​

​

Amortized

​

Fair

​

Amortized

​

Fair

​

Cost

Value

Cost

Value

Due in one year

​

$

—

​

$

—

​

$

365

​

$

365

Due from one to five years

​

4,160

​

4,019

​

135

​

127

Due in five to ten years

​

12,754

​

11,571

​

1,155

​

1,156

After ten years

​

6,286

​

4,960

​

1,065

​

1,010

Residential mortgage-backed

​

9,496

​

8,633

​

17,574

​

15,655

Collateralized mortgage obligations

​

45,755

​

44,005

​

—

​

—

Total

​

$

78,451

​

$

73,188

​

$

20,294

​

$

18,313

​

The following table shows the gross unrealized losses and fair value of the Company’s investments with unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

June 30, 2025

​

​

Less than 12 months

​

12 months or longer

​

​

​

​

​

Gross

​

​

​

​

Gross

​

​

Fair

​

Unrealized

​

Fair

​

Unrealized

Category (number of securities)

Value

Losses

Value

Losses

Residential mortgage-backed (1,83)

​

$

428

​

$

( 9 )

​

$

23,860

​

$

( 2,773 )

Collateralized mortgage obligations (8,16)

​

16,601

​

( 210 )

​

21,710

​

( 1,561 )

State and municipal (1,16)

​

365

​

—

​

13,507

​

( 1,606 )

Corporate bonds (1,13)

​

993

​

( 8 )

​

5,367

​

( 1,133 )

Total

​

$

18,387

​

$

( 227 )

​

$

64,444

​

$

( 7,073 )

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2024

​

​

Less than 12 months

​

12 months or longer

​

​

​

​

​

Gross

​

​

​

​

Gross

​

​

Fair

​

Unrealized

​

Fair

​

Unrealized

Category (number of securities)

Value

Losses

Value

Losses

Residential mortgage-backed (1,83)

​

$

434

​

$

( 20 )

​

$

25,287

​

$

( 3,706 )

Collateralized mortgage obligations (8,15)

​

15,185

​

( 224 )

​

22,316

​

( 2,037 )

State and municipal (1,17)

​

309

​

( 1 )

​

14,126

​

( 1,891 )

Corporate bonds (2,12)

​

1,581

​

( 20 )

​

4,611

​

( 1,139 )

Total

​

$

17,509

​

$

( 265 )

​

$

66,340

​

$

( 8,773 )

​

At June 30, 2025 and December 31, 2024, the Company had investment securities with approximately $ 7,073 and $ 8,773 , respectively, in unrealized losses, which have been in continuous loss positions for more than twelve months. The Company’s assessments indicated that the cause of the unrealized losses was primarily the change in market interest rates and not the issuers’ financial condition or downgrades by rating agencies. The Company has the ability and intent to hold such securities until maturity.

The Company monitors credit quality of debt securities held-to-maturity through the use of nationally recognized

9

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three and Six months ended June 30, 2025 and 2024

(Amounts in thousands, except share, per share data, and percentages)

credit ratings. The Company monitors credit ratings on a continual basis. The following table summarizes bond ratings for the Company’s held-to-maturity portfolio, based upon amortized cost, issued by state and political subdivisions and other securities as of June 30, 2025 and December 31, 2024:

​

​

​

​

​

​

​

​

​

​

​

​

​

June 30, 2025

​

Residential
mortgage-backed

State and
municipal

U.S Government
and agency

AAA

​

$

17,574

​

$

1,430

​

$

1,155

Baa1

​

​

—

​

​

135

​

​

—

​

​

$

17,574

​

$

1,565

​

$

1,155

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2024

​

​

Residential
mortgage-backed

​

State and
municipal

​

U.S Government
and agency

AAA

​

$

19,090

​

$

1,433

​

$

1,439

Baa1

​

​

—

​

​

134

​

​

—

​

​

$

19,090

​

$

1,567

​

$

1,439

​

As of June 30, 2025 and December 31, 2024, there were no securities held to maturity on nonaccrual status or past due status.

​

Mortgage-backed Securities and Collateralized Mortgage Obligations

The unrealized losses on the Company’s investments in mortgage-backed securities and collateralized mortgage obligations were caused by market interest rate increases and changes in prepayment speeds. The Company purchased these investments at a premium or discount relative to its face amount, and the contractual cash flows of these investments are guaranteed by an agency of the U.S. government. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost basis of the Company’s investments. Because the decline in fair value is attributable to changes in market interest rates and prepayment speeds and not credit quality, and because the Company does not intend to sell the investments before recovery of their amortized cost basis, which may be maturity. The unrealized losses on the Company’s investment in mortgage-backed securities have not been recognized into income and no allowance for credit losses was established at June 30, 2025 or December 31, 2024.

U.S. Government and Agency Securities

The unrealized losses on the Company’s investments in U.S. government and agency securities have not been recognized into income and no allowance for credit losses was established because the bonds are of high credit quality, management does not intend to sell, and it is likely that management will not be required to sell the securities prior to their anticipated recovery, which may be at maturity. The decline in fair value is largely due to increases in market interest rates and not credit quality deterioration and the fair value is expected to recover as the bonds approach maturity. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost basis of the Company’s investments. Therefore, an allowance for credit losses is deemed unnecessary at June 30, 2025 and December 31, 2024.

10

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three and Six months ended June 30, 2025 and 2024

(Amounts in thousands, except share, per share data, and percentages)

Municipal Securities and Corporate Bonds

The unrealized losses on the Company’s investments in state and municipal securities and corporate bonds have not been recognized into income and no allowance for credit losses was established because the bonds are of high credit quality, management does not intend to sell, and it is likely that management will not be required to sell the securities prior to their anticipated recovery, which may be at maturity. The decline in fair value is largely due to increases in market interest rates and not credit quality deterioration and the fair value is expected to recover as the bonds approach maturity. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost basis of the Company’s investments. Therefore, an allowance for credit losses is deemed unnecessary at June 30, 2025 and December 31, 2024.

​

Note 4 -   Loans and Allowance for Credit Losses

A summary of the balances of loans and leases follows:

​

​

​

​

​

​

​

​

​

​

June 30,

​

December 31,

​

2025

2024

Real estate

​

​

​

​

​

​

Construction and land

​

$

53,995

​

$

54,136

Farmland

​

​

9,803

​

​

9,540

1-4 Residential and multi-family

​

​

152,807

​

​

156,068

Commercial Real Estate

​

​

57,535

​

​

56,068

Total real estate

​

​

274,140

​

​

275,812

Agriculture

​

74

​

55

Commercial

​

5,379

​

6,315

Municipalities

​

​

13,188

​

​

9,253

Consumer and other

​

4,467

​

5,495

Subtotal

​

297,248

​

296,930

Less: allowance for credit losses

​

( 3,227 )

​

( 3,222 )

Loans and leases, net

​

$

294,021

​

$

293,708

​

Direct financing leases of $ 1,105 and $ 1,292 are included in consumer and other loans at June 30, 2025 and December 31, 2024, respectively.

11

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three and Six months ended June 30, 2025 and 2024

(Amounts in thousands, except share, per share data, and percentages)

The following tables set forth information regarding the activity in the allowance for credit losses for the three and six months ended June30, 2025 and June 30, 2024:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

June 30, 2025

​

Real Estate

​

​

​

​

​

​

​

​

​

​

​

Allowance for credit losses:

Construction
and Land

Farmland

1-4 Residential
& multi-family

Commercial
real estate

Agriculture

Commercial

Municipalities

Consumer
and other

Total

Three months ended

​

​

​

​

​

​

​

​

​

​

Beginning balance, April 1, 2025

​

$

661

​

$

77

​

$

1,376

​

$

619

​

$

1

​

$

359

​

$

93

​

$

87

​

$

3,273

Provision (credit) for credit losses

​

( 108 )

​

—

​

60

​

19

​

—

​

( 3 )

​

( 1 )

​

( 4 )

​

( 37 )

Loans charged-off

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

( 11 )

​

( 11 )

Recoveries

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

2

​

2

Balance, June 30, 2025

​

$

553

​

$

77

​

$

1,436

​

$

638

​

$

1

​

$

356

​

$

92

​

$

74

​

$

3,227

Six months ended

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance, January 1, 2025

​

$

632

​

$

74

​

$

1,355

​

$

605

​

$

1

​

$

375

​

$

83

​

$

97

​

$

3,222

Provision (credit) for credit losses

​

( 79 )

​

3

​

84

​

33

​

—

​

( 19 )

​

9

​

( 5 )

​

26

Loans charged-off

​

—

​

—

​

( 3 )

​

—

​

—

​

—

​

—

​

( 21 )

​

( 24 )

Recoveries

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

3

​

3

Balance, June 30, 2025

​

$

553

​

$

77

​

$

1,436

​

$

638

​

$

1

​

$

356

​

$

92

​

$

74

​

$

3,227

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

June 30, 2024

​

Real Estate

​

​

​

​

​

​

​

​

​

​

​

Allowance for credit losses:

Construction
and Land

Farmland

1-4 Residential
& multi-family

Commercial
real estate

Agriculture

Commercial

Municipalities

Consumer
and other

Total

Three months ended

​

​

​

​

​

​

​

​

​

​

Beginning balance, April 1, 2024

​

$

369

​

$

57

​

$

1,385

​

$

451

​

$

1

​

$

441

​

$

34

​

$

85

​

$

2,823

Provision for credit losses

​

62

​

( 2 )

​

13

​

1

​

—

​

7

​

35

​

47

​

163

Loans charged-off

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

( 30 )

​

( 30 )

Recoveries

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

19

​

19

Balance, June 30, 2024

​

$

431

​

$

55

​

$

1,398

​

$

452

​

$

1

​

$

448

​

$

69

​

$

121

​

$

2,975

Six months ended

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance, January 1, 2024

​

$

378

​

$

66

​

$

1,621

​

$

482

​

$

2

​

$

441

​

$

18

​

$

88

​

$

3,096

Provision for credit losses

​

53

​

( 11 )

​

( 223 )

​

( 30 )

​

( 1 )

​

7

​

51

​

66

​

( 88 )

Loans charged-off

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

( 69 )

​

( 69 )

Recoveries

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

36

​

36

Balance, June 30, 2024

​

$

431

​

$

55

​

$

1,398

​

$

452

​

$

1

​

$

448

​

$

69

​

$

121

​

$

2,975

​

The following table presents the amortized cost basis of loans on nonaccrual status and loans past due over 90 days and still accruing as of June 30, 2025 and December 31, 2024:

​

​

​

​

​

​

​

​

​

​

​

​

​

June 30, 2025

​

Nonaccrual
without
Allowance

Nonaccrual
with Allowance

Loans Past
Due Over 90 Days Still Accruing

Real estate

​

​

​

​

Construction and land

​

$

9,301

​

$

—

​

$

—

Farmland

​

—

​

—

​

—

1‑4 Residential & multi-family

​

249

​

—

​

—

Commercial real estate

​

46

​

—

​

—

Agriculture

​

—

​

—

​

—

Commercial

​

20

​

1,030

​

15

Municipalities

​

​

—

​

​

—

​

​

—

Consumer and other

​

—

​

—

​

—

Total

​

$

9,616

​

$

1,030

​

$

15

​

12

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three and Six months ended June 30, 2025 and 2024

(Amounts in thousands, except share, per share data, and percentages)

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2024

​

Nonaccrual
without
Allowance

Nonaccrual
with Allowance

Loans Past
Due Over 90 Days Still Accruing

Real estate

​

​

​

​

Construction and land

​

$

301

​

$

—

​

$

—

Farmland

​

—

​

—

​

—

1‑4 Residential & multi-family

​

610

​

—

​

—

Commercial real estate

​

51

​

—

​

—

Agriculture

​

—

​

—

​

—

Commercial

​

23

​

1,140

​

—

Municipalities

​

​

—

​

​

—

​

​

—

Consumer and other

​

—

​

—

​

—

Total

​

$

985

​

$

1,140

​

$

—

​

The Company did no t recognize any interest income on nonaccrual loans during the three and six months ended June 30, 2025 or June 30, 2024.

The following table presents the amortized cost basis of collateral-dependent loans by class of loans as of June 30, 2025 and December 31, 2024:

​

​

​

​

​

​

​

​

​

​

​

​

​

June 30, 2025

​

Real
Estate

Accounts
Receivable
and
Inventory

Other

Real estate

​

​

​

​

Construction and land

​

$

9,301

​

$

—

​

$

—

1-4 Residential & multi-family

​

378

​

—

​

—

Commercial real estate

​

46

​

—

​

—

Commercial

​

—

​

271

​

779

Total

​

$

9,725

​

$

271

​

$

779

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2024

​

Real
Estate

Accounts
Receivable
and
Inventory

Other

Real estate

​

​

​

​

Construction and land

​

​

301

​

​

—

​

​

—

1-4 Residential & multi-family

​

$

745

​

$

—

​

$

—

Commercial real estate

​

51

​

—

​

—

Commercial

​

—

​

297

​

866

Total

​

$

1,097

​

$

297

​

$

866

​

13

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three and Six months ended June 30, 2025 and 2024

(Amounts in thousands, except share, per share data, and percentages)

The Company had $ 10,775 and $ 2,260 in collateral-dependent loans at June 30, 2025 and December 31, 2024, respectively.

Internal Risk Categories

A loan is considered collateral-dependent when based on current information and events; it is probable that the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. Collateral dependent loans include nonperforming loans (nonaccrual loans), loans performing but with deterioration that leads to doubt regarding collectability.

Loans that do not share risk characteristics are evaluated on an individual basis. For collateral-dependent loans, where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the financial asset to be provided substantially through the operation or sale of the collateral, the allowance for credit losses is measured based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. When repayment is expected to be from the operation of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the loan exceeds the present value of expected cash flows from the operation of the collateral. When repayment is expected to be from the sale of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the loan exceeds the fair value of the underlying collateral, less estimated costs to sell. The allowance for credit losses may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the loan.

The Company monitors credit quality within its portfolio segments based on primary credit quality indicators. All of the Company’s loans and leases are evaluated using pass rated or reservable criticized as the primary credit quality indicator. The term reservable criticized refers to those loans and leases that are internally classified or listed by the Company as special mention, substandard, doubtful or loss. These assets pose an elevated risk and may have a high probability of default or total loss.

The classifications of loans and leases reflect a judgment about the risks of default and loss associated with the loan. The Company reviews the ratings on credits quarterly. Ratings are adjusted to reflect the degree of risk and loss that is felt to be inherent in each credit as of each quarterly reporting period.

The methodology is structured so that specific allocations are increased in accordance with deterioration in credit quality (and a corresponding increase in risk and loss) or decreased in accordance with improvement in credit quality (and a corresponding decrease in risk and loss).

Credits rated special mention show clear signs of financial weaknesses or deterioration in credit worthiness; however, such concerns are not so pronounced that the Company generally expects to experience significant loss within the short-term. Such credits typically maintain the ability to perform within standard credit terms and credit exposure is not as prominent as credits rated more harshly.

Credits rated substandard are those in which the normal repayment of principal and interest may be, or has been, jeopardized by reason of adverse trends or developments of a financial, managerial, economic or political nature, or important weaknesses exist in collateral. A protracted workout on these credits is a distinct possibility. Prompt corrective action is therefore required to strengthen the Company’s position, and/or to reduce exposure and to assure that adequate remedial measures are taken by the borrower. Credit exposure becomes more likely in such credits and a serious evaluation of the secondary support to the credit is performed.

14

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three and Six months ended June 30, 2025 and 2024

(Amounts in thousands, except share, per share data, and percentages)

Credits rated doubtful are those in which full collection of principal appears highly questionable, and which some degree of loss is anticipated, even though the ultimate amount of loss may not yet be certain and/or other factors exist which could affect collection of debt. Based upon available information, positive action by the Company is required to avert or minimize loss. Credits with this classification have often become collateral dependent and any shortage in collateral or other likely loss amount is recorded as a specific valuation allowance. Credits rated doubtful are generally also placed on nonaccrual.

Credits rated loss are those that are considered uncollectable and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be affected in the future.

Pass rated refers to loans that are not considered criticized. In addition to this primary credit quality indicator, the Company uses other credit quality indicators for certain types of loans.

The Company evaluates the loan risk grading system definitions and allowance for credit loss methodology on an ongoing basis. No significant changes in methodology were made during the six months ended June 30, 2025.

15

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three and Six months ended June 30, 2025 and 2024

(Amounts in thousands, except share, per share data, and percentages)

Based on the most recent analysis performed, the risk category of loans by class of loans and gross chargeoffs as of June 30, 2025 and December 31, 2024 are as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

June 30, 2025

​

Term Loans Amortized Cost Basis by Origination Year

​

2025

2024

2023

2022

2021

Prior

Total

Construction and land

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Risk rating

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

10,890

​

$

20,650

​

$

9,363

​

$

1,692

​

$

602

​

$

1,497

​

$

44,694

Special mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Substandard

​

​

—

​

​

2,800

​

​

6,200

​

​

—

​

​

301

​

​

—

​

​

9,301

Doubtful

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Loss

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

$

10,890

​

$

23,450

​

$

15,563

​

$

1,692

​

$

903

​

$

1,497

​

$

53,995

Farmland

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Risk rating

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

762

​

$

3,025

​

$

1,680

​

$

1,632

​

$

275

​

$

2,429

​

$

9,803

Special mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Substandard

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Doubtful

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Loss

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

$

762

​

$

3,025

​

$

1,680

​

$

1,632

​

$

275

​

$

2,429

​

$

9,803

1-4 Residential & multi-family

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Risk rating

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

7,228

​

$

12,651

​

$

28,835

​

$

17,888

​

$

27,403

​

$

55,811

​

$

149,816

Special mention

​

​

—

​

​

—

​

​

218

​

​

—

​

​

246

​

​

368

​

​

832

Substandard

​

​

—

​

​

—

​

​

1,411

​

​

—

​

​

—

​

​

748

​

​

2,159

Doubtful

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Loss

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

$

7,228

​

$

12,651

​

$

30,464

​

$

17,888

​

$

27,649

​

$

56,927

​

$

152,807

Current period gross charge-offs

​

$

—

​

$

—

​

$

3

​

$

—

​

$

—

​

$

—

​

$

3

Commercial real estate

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Risk rating

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

3,137

​

$

14,839

​

$

13,290

​

$

5,044

​

$

6,951

​

$

13,550

​

$

56,811

Special mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

678

​

​

678

Substandard

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

46

​

​

46

Doubtful

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Loss

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

$

3,137

​

$

14,839

​

$

13,290

​

$

5,044

​

$

6,951

​

$

14,274

​

$

57,535

Agriculture

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Risk rating

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

32

​

$

—

​

$

32

​

$

—

​

$

10

​

$

—

​

$

74

Special mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Substandard

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Doubtful

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Loss

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

$

32

​

$

—

​

$

32

​

$

—

​

$

10

​

$

—

​

$

74

Commercial

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Risk rating

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

903

​

$

2,287

​

$

592

​

$

275

​

$

39

​

$

212

​

$

4,308

Special mention

​

​

—

​

​

5

​

​

—

​

​

—

​

​

—

​

​

—

​

​

5

Substandard

​

​

—

​

​

35

​

​

—

​

​

—

​

​

760

​

​

271

​

​

1,066

Doubtful

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Loss

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

$

903

​

$

2,327

​

$

592

​

$

275

​

$

799

​

$

483

​

$

5,379

Municipalities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Risk rating

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

4,079

​

$

8,264

​

$

845

​

$

—

​

$

—

​

$

—

​

$

13,188

Special mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Substandard

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Doubtful

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Loss

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

$

4,079

​

$

8,264

​

$

845

​

$

—

​

$

—

​

$

—

​

$

13,188

Consumer and other

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Risk rating

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

869

​

$

2,267

​

$

535

​

$

235

​

$

557

​

$

2

​

$

4,465

Special mention

​

​

—

​

​

1

​

​

1

​

​

—

​

​

—

​

​

—

​

​

2

Substandard

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Doubtful

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Loss

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

$

869

​

$

2,268

​

$

536

​

$

235

​

$

557

​

$

2

​

$

4,467

Current period gross charge-offs

​

$

21

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

21

​

16

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three and Six months ended June 30, 2025 and 2024

(Amounts in thousands, except share, per share data, and percentages)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2024

​

Term Loans Amortized Cost Basis by Origination Year

​

2024

2023

2022

2021

2020

Prior

Total

Construction and land

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Risk rating

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

26,157

​

$

14,188

​

$

4,197

​

$

619

​

$

550

​

$

1,140

​

$

46,851

Special mention

​

​

—

​

​

6,200

​

​

—

​

​

—

​

​

—

​

​

—

​

​

6,200

Substandard

​

​

30

​

​

754

​

​

—

​

​

301

​

​

—

​

​

—

​

​

1,085

Doubtful

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Loss

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

$

26,187

​

$

21,142

​

$

4,197

​

$

920

​

$

550

​

$

1,140

​

$

54,136

Farmland

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Risk rating

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

3,141

​

$

1,708

​

$

1,804

​

$

284

​

$

486

​

$

2,117

​

$

9,540

Special mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Substandard

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Doubtful

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Loss

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

$

3,141

​

$

1,708

​

$

1,804

​

$

284

​

$

486

​

$

2,117

​

$

9,540

1-4 Residential & multi-family

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Risk rating

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

16,084

​

$

30,595

​

$

19,099

​

$

28,452

​

$

37,925

​

$

22,283

​

$

154,438

Special mention

​

​

—

​

​

219

​

​

—

​

​

—

​

​

—

​

​

198

​

​

417

Substandard

​

​

—

​

​

25

​

​

—

​

​

—

​

​

92

​

​

1,096

​

​

1,213

Doubtful

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Loss

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

$

16,084

​

$

30,839

​

$

19,099

​

$

28,452

​

$

38,017

​

$

23,577

​

$

156,068

Current period gross charge-offs

​

$

—

​

$

16

​

$

—

​

$

—

​

$

—

​

$

—

​

$

16

Commercial real estate

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Risk rating

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

15,600

​

$

13,526

​

$

5,160

​

$

7,079

​

$

2,953

​

$

11,007

​

$

55,325

Special mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

301

​

​

301

Substandard

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

442

​

​

442

Doubtful

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Loss

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

$

15,600

​

$

13,526

​

$

5,160

​

$

7,079

​

$

2,953

​

$

11,750

​

$

56,068

Agriculture

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Risk rating

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

—

​

$

40

​

$

1

​

$

14

​

$

—

​

$

—

​

$

55

Special mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Substandard

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Doubtful

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Loss

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

$

—

​

$

40

​

$

1

​

$

14

​

$

—

​

$

—

​

$

55

Commercial

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Risk rating

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

3,443

​

$

910

​

$

345

​

$

86

​

$

94

​

$

265

​

$

5,143

Special mention

​

​

8

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

8

Substandard

​

​

23

​

​

—

​

​

—

​

​

844

​

​

57

​

​

240

​

​

1,164

Doubtful

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Loss

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

$

3,474

​

$

910

​

$

345

​

$

930

​

$

151

​

$

505

​

$

6,315

Current period gross charge-offs

​

$

84

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

84

Municipalities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Risk rating

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

8,408

​

$

845

​

$

—

​

$

—

​

$

—

​

$

—

​

$

9,253

Special mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Substandard

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Doubtful

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Loss

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

$

8,408

​

$

845

​

$

—

​

$

—

​

$

—

​

$

—

​

$

9,253

Consumer and other

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Risk rating

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

3,373

​

$

906

​

$

374

​

$

823

​

$

13

​

$

—

​

$

5,489

Special mention

​

​

2

​

​

3

​

​

1

​

​

—

​

​

—

​

​

—

​

​

6

Substandard

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Doubtful

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Loss

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

$

3,375

​

$

909

​

$

375

​

$

823

​

$

13

​

$

—

​

$

5,495

Current period gross charge-offs

​

$

66

​

$

14

​

$

6

​

$

—

​

$

—

​

$

—

​

$

86

​

17

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three and Six months ended June 30, 2025 and 2024

(Amounts in thousands, except share, per share data, and percentages)

The Company considers the performance of the loan portfolio and its impact on the allowance for credit losses. The Company also evaluates credit quality based on the aging status of the loan. The following is an aging analysis for loans as of June 30, 2025 and December 31, 2024:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

June 30, 2025

​

30-59
Days
Past Due

60-89
Days
Past Due

90 Days
and
Greater

Total
Past Due

Current

Total
Loans

Real estate

​

​

​

​

​

​

Construction and land

​

$

—

​

$

—

​

$

9,301

​

$

9,301

​

$

44,694

​

$

53,995

Farmland

​

—

​

220

​

—

​

220

​

9,583

​

9,803

1‑4 Residential & multi-family

​

1,410

​

—

​

—

​

1,410

​

151,397

​

152,807

Commercial real estate

​

—

​

—

​

—

​

—

​

57,535

​

57,535

Agriculture

​

—

​

—

​

—

​

—

​

74

​

74

Commercial

​

43

​

2

​

15

​

60

​

5,319

​

5,379

Municipalities

​

​

—

​

​

—

​

​

—

​

​

—

​

​

13,188

​

​

13,188

Consumer and other

​

29

​

—

​

—

​

29

​

4,438

​

4,467

Total

​

$

1,482

​

$

222

​

$

9,316

​

$

11,020

​

$

286,228

​

$

297,248

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2024

​

30-59
Days
Past Due

60-89
Days
Past Due

90 Days
and
Greater

Total
Past Due

Current

Total
Loans

Real estate

​

​

​

​

​

​

Construction and land

​

$

—

​

$

—

​

$

301

​

$

301

​

$

53,835

​

$

54,136

Farmland

​

—

​

—

​

—

​

—

​

9,540

​

9,540

1‑4 Residential & multi-family

​

260

​

8

​

25

​

293

​

155,775

​

156,068

Commercial real estate

​

301

​

—

​

—

​

301

​

55,767

​

56,068

Agriculture

​

—

​

—

​

—

​

—

​

55

​

55

Commercial

​

2

​

—

​

—

​

2

​

6,313

​

6,315

Municipalities

​

​

—

​

​

—

​

​

—

​

​

—

​

​

9,253

​

​

9,253

Consumer and other

​

2

​

—

​

—

​

2

​

5,493

​

5,495

Total

​

$

565

​

$

8

​

$

326

​

$

899

​

$

296,031

​

$

296,930

​

All interest accrued but not collected for loans that are placed on nonaccrual status or are charged‐off is reversed against interest income. The interest on these loans is accounted for on the cash‐basis or cost‐recovery method, until qualifying for return to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. No interest income was recognized for loans on nonaccrual status for the three and six months ended June 30, 2025 and 2024.

The following table presents interest income recognized on loans that are collateral-dependent and individually reviewed for the three and six months ended June 30, 2025 and 2024:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

June 30,

​

June 30,

​

2025

2024

​

2025

2024

Real estate

​

​

​

​

​

1-4 Residential & multi-family

​

$

—

​

$

1

​

$

—

​

$

3

Commercial

​

—

​

5

​

—

​

5

​

​

$

—

​

$

6

​

$

—

​

$

8

​

18

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three and Six months ended June 30, 2025 and 2024

(Amounts in thousands, except share, per share data, and percentages)

During the three and six months ended June 30, 2025 and 2024, there were no modifications of loans to borrowers in financial difficulty.

There have been no modifications to borrowers with financial difficulty in the three and six months ended June30, 2025 and 2024, that subsequently defaulted. The Company has no commitments to loan additional funds to borrowers whose loans have been modified but may on occasion extend financing to these borrowers.

Note 5 -   Off-Balance-Sheet Activities

The Company is a party to credit related financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition. The Company’s exposure to credit loss is represented by the contractual amount of these commitments. The Company follows the same credit policies in making commitments as it does for on-balance sheet instruments.

At June 30, 2025 and December 31, 2024, the following financial instruments were outstanding whose contract amounts represent credit risk:

​

​

​

​

​

​

​

​

​

Contract Amount

​

June 30, 2025

December 31, 2024

Commitments to extend credit

​

$

32,093

​

$

17,954

​

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments for equity lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Company, is based on management’s credit evaluation of the customer.

The Bank is party to an agreement with the Federal Reserve Bank of Boston that provides the Bank with a federal funds line of credit in an amount tied to securities on deposit with that bank. The Bank pays no fees for this line of credit and has not drawn upon it. The Bank is party to agreements with its correspondent banks that provide the Bank with unsecured lines for up to $ 8,000 federal funds lines of credit to support overnight funding needs. The Bank pays no fees for these lines of credit and has not drawn upon them. One line renews annually and the other line is in effect until either party changes the terms of the agreement.

At June 30, 2025, the Company had no commitments to purchase securities.

The Company has no other off-balance sheet arrangements or transactions with unconsolidated, special purpose entities that would expose the Company to liability that is not reflected on the face of the consolidated financial statements.

19

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three and Six months ended June 30, 2025 and 2024

(Amounts in thousands, except share, per share data, and percentages)

Note 6 -   Supplemental Cash Flow Information

​

Supplemental disclosure of cash flow information is as follows:

​

​

​

​

​

​

​

​

​

​

Six Months Ended

​

​

June 30,

​

2025

2024

Supplemental cash flow information:

​

​

Cash paid for

​

​

​

Interest on deposits

​

$

3,685

​

$

3,571

Interest on FHLB advances

​

1,005

​

1,390

Other interest

​

6

​

4

Income taxes

​

​

13

​

​

—

Non-cash activities

​

​

​

​

​

​

Transfer on loans receivable to loans held for sale

​

$

—

​

​

26,821

Loan originations to facilitate the sale of other real estate owned

​

​

—

​

​

150

Loans transferred to other real estate owned

​

​

22

​

​

—

Premises and equipment transferred to other real estate owned

​

—

​

558

Lease liabilities arising from obtaining right-of-use assets

​

290

​

​

—

​

​

​

​

​

Note 7 -   Minimum Regulatory Capital Requirements

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgements by the regulators about components, risk weightings, and other factors.

The Bank has opted into the Community Bank Leverage Ratio (CBLR) framework, beginning with the Call Report filed for the first quarter of 2020. At June 30, 2025 and December 31, 2024, the Bank’s CBLR ratio was 11.32 % and 10.84 %, respectively, which exceeded all regulatory capital requirements under the CBLR framework, and the Bank was considered to be “well-capitalized.”

Under the CBLR framework, banks and their bank holding companies that have less than $10 billion in total consolidated assets and meet other qualifying criteria, including a leverage ratio (equal to tier 1 capital divided by average total consolidated assets) of greater than 9%, are eligible to opt into the CBLR framework. Qualifying community banking organizations that elect to use the CBLR framework and that maintain a leverage ratio of greater than 9% will be considered to have satisfied the generally applicable risk-based and leverage capital requirements in the agencies’ capital rules (generally applicable capital rules) and, if applicable, will be considered to have met the well-capitalized ratio requirements for purposes of section 38 of the Federal Deposit Insurance Act. Accordingly, qualifying community banking organizations that exceed the 9% CBLR are considered to have met: (i) the generally applicable risk-based and leverage capital requirements of the generally applicable capital rules; (ii) the capital ratio requirements in order to be considered well-capitalized under the prompt corrective action framework; (iii) any other applicable capital or leverage requirements. Qualifying community banking organizations

20

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three and Six months ended June 30, 2025 and 2024

(Amounts in thousands, except share, per share data, and percentages)

that elect to be under the CBLR framework generally would be exempt from the current capital framework, including risk-based capital requirements and capital conservation buffer requirements.

Note 8 -   Fair Value Measurements

Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.

Authoritative guidance requires the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement costs). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, authoritative guidance establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

The fair value hierarchy is as follows:

● Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
● Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (for example, interest rates, volatilities, prepayment speeds, loss severities, credit risks and default rates) or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
● Level 3 Inputs – Significant unobservable inputs that reflect an entity ’ s own assumptions that market participants would use in pricing the assets or liabilities.

A description of the valuation methodologies used for assets measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. There were no changes in

21

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three and Six months ended June 30, 2025 and 2024

(Amounts in thousands, except share, per share data, and percentages)

valuation techniques during either the three and six months ended June 30, 2025 or the year ended December 31, 2024.

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed or third-party models that primarily use, as inputs, observable market- based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Available for Sale Securities – Securities classified as available for sale are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U. S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayments speeds, credit information and the bond’s terms and conditions, among other things.

Collateral-dependent Loans – Collateral dependent loans are reported at the fair value of the underlying collateral if repayment is expected solely from the collateral. Collateral values are estimated using Level 3 inputs based on internally customized discounting criteria.

Other real estate owned – Fair values are valued at the time the loan is foreclosed upon and the asset is transferred from loans or when the asset is transferred into other real estate owned from premises and equipment. The value is based upon primarily third-party appraisals, less estimated costs to sell. The appraisals are generally discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, and/or management’s expertise and knowledge of the client and the client’s business. Such discounts are typically significant and result in Level 3 classification of inputs for determining fair value. Other real estate owned is

22

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three and Six months ended June 30, 2025 and 2024

(Amounts in thousands, except share, per share data, and percentages)

reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same or similar factors above.

​

The following table summarizes financial assets measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

June 30, 2025

​

Level 1

Level 2

Level 3

Total

​

​

Inputs

​

Inputs

​

Inputs

​

Fair Value

Financial assets

​

​

​

​

Available for sale securities

​

​

​

​

Residential mortgage-backed

​

$

—

​

$

8,633

​

$

—

​

$

8,633

Collateralized mortgage obligations

​

​

—

​

​

44,005

​

​

—

​

​

44,005

State and municipal

​

—

​

13,305

​

—

​

13,305

Corporate bonds

​

​

—

​

​

7,245

​

​

—

​

​

7,245

Total financial assets

​

$

—

​

$

73,188

​

$

—

​

$

73,188

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2024

​

Level 1

Level 2

Level 3

Total

​

​

Inputs

​

Inputs

​

Inputs

​

Fair Value

Financial assets

​

​

​

​

Available for sale securities

​

​

​

​

Residential mortgage-backed

​

$

—

​

$

9,151

​

$

—

​

$

9,151

Collateralized mortgage obligations

​

​

—

​

​

46,568

​

​

—

​

​

46,568

State and municipal

​

—

​

13,277

​

—

​

13,277

Corporate bonds

​

​

—

​

​

6,193

​

​

—

​

​

6,193

Derivative instruments

​

​

—

​

​

419

​

​

—

​

​

419

Total financial assets

​

$

—

​

$

75,608

​

$

—

​

$

75,608

​

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

23

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three and Six months ended June 30, 2025 and 2024

(Amounts in thousands, except share, per share data, and percentages)

The following table summarizes financial and non-financial assets measured at fair value on a nonrecurring basis as of June 30, 2025 and December 31, 2024, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

June 30, 2025

​

​

Level 1

​

Level 2

​

Level 3

​

Total Fair

​

Inputs

Inputs

Inputs

Value

Financial assets

​

​

​

​

Collateral-dependent loans

​

$

—

​

$

—

​

$

751

​

$

751

Nonfinancial assets

​

​

​

​

​

​

​

​

​

​

​

​

Other real estate owned

​

​

—

​

​

—

​

​

428

​

​

428

​

​

$

—

​

$

—

​

$

1,179

​

$

1,179

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2024

​

​

Level 1

​

Level 2

​

Level 3

​

Total Fair

​

Inputs

Inputs

Inputs

Value

Financial assets

​

​

​

​

​

​

​

​

​

​

​

​

Collateral-dependent loans

​

$

—

​

$

—

​

$

861

​

$

861

Nonfinancial assets

​

​

​

​

​

​

​

​

​

​

​

​

Other real estate owned

​

​

—

​

​

—

​

​

480

​

​

480

​

​

$

—

​

$

—

​

$

1,341

​

$

1,341

​

During the three and six months ended June 30, 2025 and 2024, certain collateral-dependent loans were remeasured and reported at fair value through a specific allocation of the allowance for credit losses based upon the fair value of the underlying collateral. At June 30, 2025, collateral-dependent loans with a carrying value of $ 1,030 were reduced by specific valuation allowance allocations totaling $ 279 to a reported fair value of $ 751 . At December 31, 2024, collateral dependent loans with a carrying value of $ 1,140 were reduced by specific valuation allowance allocations totaling $ 279 to a reported fair value of $ 861 . The fair value of collateral dependent loans is determined based on collateral valuations utilizing Level 3 valuation inputs. There was a charge of $ 3 to the provision for credit losses for the six months ended June 30, 2025. There was a charge to the provision for credit losses of $ 16 as a result of valuation allowances moving from the general reserve to the specific reserve for the six months ended June 30, 2024.

​

At June 30, 2025, the Company had other real estate owned consisting of two bank properties that were purchased for future expansion and that have been listed for sale. During the six months ended June 30, 2025, the Company had a $ 52 write-down of other real estate owned and sold other real estate owned at a loss of $ 2 . During the six months ended June 30, 2024, the Company had a $ 78 write-down of other real estate owned and sold other real estate owned at a gain of $ 37 . At December 31, 2024, the Company had other real estate owned consisting of two bank properties that were purchased for future expansion that have been listed for sale.

24

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three and Six months ended June 30, 2025 and 2024

(Amounts in thousands, except share, per share data, and percentages)

​

Quantitative Information About Significant Unobservable Inputs Used in Level 3 Fair Value Measurements – The following table represents the Company’s Level 3 financial assets, the valuation techniques used to measure the fair value of those financial assets, the significant unobservable inputs and the ranges of values for those inputs:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Significant

Range of

​

​

Fair Value at

​

Principal Valuation

​

Unobservable

​

Significant Input

Instrument

​

June 30, 2025

​

Technique

​

Inputs

​

Values

Collateral-dependent loans

​

$

751

Appraisal of collateral (1)

Appraisal adjustment

10 - 25

%

​

​

​

​

​

​

​

​

​

Other real estate owned

​

$

428

Appraisal of collateral (1)

Appraisal adjustment

10 - 25

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Significant

Range of

​

​

Fair Value at

​

Principal Valuation

​

Unobservable

​

Significant Input

Instrument

​

December 31, 2024

​

Technique

​

Inputs

​

Values

Collateral-dependent loans

​

$

861

​

Appraisal of collateral (1)

​

Appraisal adjustment

​

10 - 25

%

​

​

​

​

​

​

​

​

​

​

​

Other real estate owned

​

$

480

Appraisal of collateral (1)

Appraisal adjustment

10 - 25

%

​

​

​

​

​

​

​

​

​

​

​

​

(1) Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs which are not identifiable.

25

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three and Six months ended June 30, 2025 and 2024

(Amounts in thousands, except share, per share data, and percentages)

The estimated fair values, and related carrying amounts, of the Company’s financial instruments are as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

June 30, 2025

​

​

Level 1

​

Level 2

​

Level 3

​

Total

​

Total

​

Inputs

Inputs

Inputs

Fair Value

Carrying Value

Financial assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

$

11,295

​

$

—

​

$

—

​

$

11,295

​

$

11,295

Interest bearing deposits in banks

​

17,311

​

—

​

—

​

17,311

​

17,311

Securities held to maturity

​

—

​

18,313

​

—

​

18,313

​

20,294

Loans, net

​

—

​

—

​

280,963

​

280,963

​

292,916

Net investment in direct financing leases

​

—

​

—

​

​

1,105

​

1,105

​

1,105

Accrued interest receivable

​

1,933

​

—

​

—

​

1,933

​

1,933

Restricted investments carried at cost

​

—

​

​

3,344

​

—

​

3,344

​

3,344

Mortgage servicing rights

​

​

—

​

​

—

​

​

225

​

​

225

​

​

225

Financial liabilities

​

​

​

​

​

​

Deposits

​

—

​

—

​

308,835

​

308,835

​

339,180

FHLB advances

​

—

​

—

​

49,548

​

49,548

​

49,236

Accrued interest payable

​

669

​

—

​

—

​

669

​

669

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2024

​

​

Level 1

​

Level 2

​

Level 3

​

Total

​

Total

​

Inputs

Inputs

Inputs

Fair Value

Carrying Value

Financial assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

$

13,290

​

$

—

​

$

—

​

$

13,290

​

$

13,290

Interest bearing deposits in banks

​

9,720

​

—

​

—

​

9,720

​

9,720

Securities held to maturity

​

—

​

19,531

​

—

​

19,531

​

22,096

Loans, net

​

—

​

—

​

276,028

​

276,028

​

292,416

Net investment in direct financing leases

​

—

​

—

​

1,292

​

1,292

​

1,292

Accrued interest receivable

​

1,919

​

—

​

—

​

1,919

​

1,919

Restricted investments carried at cost

​

—

​

4,252

​

—

​

4,252

​

4,252

Mortgage servicing rights

​

—

​

—

​

230

​

230

​

230

Financial liabilities

​

​

​

​

​

Deposits

​

—

​

—

​

302,400

​

302,400

​

335,828

FHLB advances

​

—

​

—

​

49,911

​

49,911

​

49,878

Accrued interest payable

​

759

​

—

​

—

​

759

​

759

​

The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments:

Cash and cash equivalents and interest-bearing deposits in banks – The carrying value approximates their fair values.

Securities held to maturity – Fair values for investment securities are based on quoted market prices or whose value is determined using discounted cash flow methodologies.

Loans and net investment in direct financing leases – The fair values for loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms and credit quality.

Accrued interest receivable – The carrying value approximates its fair value.

26

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three and Six months ended June 30, 2025 and 2024

(Amounts in thousands, except share, per share data, and percentages)

Restricted investments carried at cost – The carrying value of these investments approximates fair value based on the redemption provisions contained in each.

Mortgage servicing rights – Fair values are estimated using discounted cash flows based on current market rates of interest.

Deposits – The fair values disclosed for demand deposits (for example, interest and noninterest checking, passbook savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (that is, their carrying amounts). The carrying amounts of variable-rate, fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies market interest rates on comparable instruments to a schedule of aggregated expected monthly maturities on time deposits.

FHLB advances – Current market rates for debt with similar terms and remaining maturities are used to estimate the fair value of existing debt.

Accrued interest payable – The carrying value approximates the fair value.

Note 9 -   Employee Stock Ownership Plan

In connection with the mutual to stock conversion completed on July 14, 2021, the Company established an Employee Stock Ownership Plan for the exclusive benefit of eligible employees. The ESOP borrowed funds from the Company in an amount sufficient to purchase 260,621 shares (approximately 8.0 % of the common stock issued in connection with the conversion). The loan is secured by the unallocated ESOP shares and will be repaid by the ESOP with funds from contributions made by the Company and dividends received by the ESOP. Contributions will be applied to repay interest on the loan first, and then the remainder will be applied to principal. The loan is expected to be repaid over a period of up to 20 years .

Shares purchased with the loan proceeds are held in a suspense account for allocation among participants as the loan is repaid. Contributions to the ESOP and shares released from the suspense account are allocated among participants in proportion to their compensation. Participants will vest in their accrued benefits determined by the years of service for vesting purposes. Vesting is accelerated upon retirement, death or disability of the participant, or a change in control of the Company or the Bank. Forfeitures will be reallocated to remaining participants. Benefits may be payable upon retirement, death, disability, separation of service, or termination of the ESOP.

The debt of the ESOP is eliminated in consolidation. Contributions to the ESOP shall be sufficient to pay principal and interest currently due under the loan agreement. As shares are committed to be released from collateral, the Company reports the compensation expense equal to the average market price of the shares for the respective period, and the shares become outstanding for earnings per share computations. Dividends on unallocated ESOP shares, if any, are recorded as a reduction of debt and accrued interest. ESOP compensation was $ 58 and $ 110 for the three and six months ended June 30, 2025 and $ 47 and $ 93 for the three and six months ended June 30, 2024.

27

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three and Six months ended June 30, 2025 and 2024

(Amounts in thousands, except share, per share data, and percentages)

A summary of the ESOP shares as of June 30, 2025 and December 31, 2024 are as follows:

​

​

​

​

​

​

​

​

​

​

​

June 30, 2025

​

​

December 31, 2024

Shares allocated to participants

​

56,768

​

​

56,768

Shares committed to be released to participants

​

​

6,905

​

​

​

—

Shares distributed to terminated participants

​

( 10,466 )

​

​

( 5,151 )

Unreleased shares

​

196,948

​

​

203,853

Total

​

250,155

​

​

255,470

Fair value of unreleased shares

​

$

3,161

​

​

$

3,109

​

Note 10 – Subsequent Events

On August 5, 2025, the Company foreclosed on a property that had been placed on nonaccrual status during the three months ended June 30, 2025. The loan’s principal balance approximates $ 6.2 million. Based on current information, we do not expect to incur a loss. A new appraisal has been ordered, and the property will be reclassified as other real estate owned.

​

​

28

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

Management’s discussion and analysis of financial condition and results of operations is intended to assist in understanding Texas Community Bancshares, Inc.’s (the “Company”) consolidated financial condition at June 30, 2025 and consolidated results of operations for the three and six months ended June 30, 2025 and 2024. It should be read in conjunction with the unaudited consolidated financial statements and the related notes appearing in Part I, Item 1, of this Quarterly Report on Form 10-Q and with the audited consolidated financial statements, and notes, contained in the Annual Report on Form 10-K for the year ended December 31, 2024.

Cautionary Note Regarding Forward-Looking Statements

This report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect,” “will,” “would,” “should,” “could” or “may,” and words of similar meaning. These forward-looking statements include, but are not limited to:

● statements of our goals, intentions and expectations;
● statements regarding our business plans, prospects, growth and operating strategies;
● statements regarding the quality of our loan and investment portfolios; and
● estimates of our risks and future costs and benefits.

These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

● our ability to control costs and manage liquidity;
● our ability to maintain our deposit base cost-effectively and access cost-effective funding;
● general economic conditions, either nationally or in our market areas, which are worse than expected;
● changes in yields on our assets resulting from changes in market interest rates;
● fluctuation in the demand for construction loans in our market area;
● changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for credit losses;
● risks related to a high concentration of loans secured by 1-4 family real estate located in our market area;
● risks related to higher levels of commercial real estate and development loans;
● our ability to control costs when hiring employees in a competitive labor market and rural area;
● our ability to control cost and expenses, particularly those associated with operating a publicly traded company;
● fluctuations in real estate values and market conditions in both residential and commercial real estate;
● demand for loans and deposits in our market area;
● our ability to implement and change our business strategies;

29

● competition among depository and other financial institutions and brokers;
● inflation and changes in the interest rate environment that reduce our margins and yields, our mortgage banking revenues, the fair value of our investment securities and other financial instruments, including our mortgage servicing rights asset, or our level of loan originations, or increase the level of defaults, losses and prepayments on loans we have made and make;
● adverse changes in the securities or secondary mortgage markets;
● changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees, capital requirements and insurance premiums;
● changes in tax laws;
● changes in the quality or composition of our loan or investment portfolios;
● technological changes that may be more difficult or expensive than expected;
● the inability of third-party providers to perform as expected;
● a failure or breach of our operational or security systems or infrastructure, including cyberattacks;
● our ability to manage market risk, credit risk and operational risk;
● our ability to enter new markets successfully and capitalize on growth opportunities;
● changes in consumer spending, borrowing and savings habits;
● changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board;
● changes in our compensation and benefit plans, and our ability to retain key members of our senior management team and to address staffing needs in response to product demand or strategic plan implementation;
● changes in the financial condition, results of operations or future prospects of issuers of securities that we own.

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. Except as required by applicable law or regulation, we do not undertake, and we specifically disclaim any obligation, to release publicly the results of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.

Summary of Critical Accounting Policies; Critical Accounting Estimates

Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of income and expenses. We consider the accounting policies discussed below to be critical accounting policies. The estimates and assumptions that we use are based on historical experience and various other factors and are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions, resulting in a change that could have a material impact on the carrying value of our assets and liabilities and our results of operations.

The Jumpstart Our Business Startups Act of 2012 (JOBS Act) contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company” we had the option to delay adoption of new or revised accounting pronouncements applicable to public companies until such

30

pronouncements are made applicable to private companies. However, we have determined not to take advantage of the benefits of this extended transition period.

The following represent our critical accounting policies:

Allowance for Credit Losses. The allowance for credit losses applies to any financial asset carried at amortized cost, including off-balance sheet commitments (unfunded commitments). The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect collectability. The Company uses the weighted average remaining maturity (WARM) method to estimate future expected losses for all of the Company’s loan pools. The allowance for credit losses on loans is a reserve for estimated current expected credit losses on individually evaluated loans determined to be impaired as well as estimated current expected credit losses inherent in the loan portfolio. Actual credit losses, net of recoveries, are deducted from the allowance for credit losses. Loans are charged off when management believes that the collectability of the principal is confirmed. Subsequent recoveries, if any, are credited to the allowance for credit losses. A provision for credit losses, which is a charge against earnings, is recorded to bring the allowance for credit losses to a level that, in management’s judgment, is adequate to absorb current expected losses in the loan portfolio. Management’s evaluation process used to determine the appropriateness of the allowance for credit losses is subject to the use of estimates, assumptions, and judgment. The evaluation process involves gathering and interpreting many qualitative and quantitative factors which could affect current expected credit losses. Because interpretation and analysis involves judgment, current economic or business conditions can change, and future events are inherently difficult to predict, the anticipated amount of estimated credit losses and therefore the appropriateness of the allowance for credit losses could change significantly.

For additional information regarding the allowance for credit losses, see notes 1 and 4 of the notes to the accompanying consolidated financial statements.

Income Taxes. The assessment of income tax assets and liabilities involves the use of estimates, assumptions, interpretation, and judgment concerning certain accounting pronouncements and federal and state tax codes. There can be no assurance that future events, such as court decisions or positions of federal and state taxing authorities, will not differ from management’s current assessment, the impact of which could be significant to the results of operations and reported earnings.

The Company files consolidated federal income tax returns with its subsidiaries. Amounts provided for income tax expense are based on income reported for financial statement purposes and do not necessarily represent amounts currently payable under tax laws. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax law rates applicable to the periods in which the differences are expected to affect taxable income. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income tax expense. Valuation allowances are established when it is more likely than not that a portion of the full amount of the deferred tax asset will not be realized. In assessing the ability to realize deferred tax assets, management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies. We may also recognize a liability for unrecognized tax benefits from uncertain tax positions. Unrecognized tax benefits represent the differences between a tax position taken or expected to be taken in a tax return and the benefit recognized and measured in the consolidated financial statements. Penalties related to unrecognized tax benefits are classified as income tax expense.

Comparison of Financial Condition at June 30, 2025 and December 31, 2024

Total Assets. Total assets were $444.1 million at June 30, 2025, an increase of $625,000, or 0.1%, from $443.5 million at December 31, 2024. The increase was due primarily to an increase of $313,000 in net loans and leases and an increase of $7.6 million in interest bearing deposits in banks partially offset by a decrease of $2.0 million in cash and cash equivalents and a decrease in securities of $3.8 million, or 3.9%, to $93.5 million at June 30, 2025 from $97.3 million at December 31, 2024, a decrease in restricted investments carried at cost of $908,000, or 21.4%, to $3.3 million at June 30, 2025 and a decrease in foreclosed assets of $52,000, or 10.8%, to $428,000 at June 30, 2025 from $480,000 at December 31, 2024.

31

Cash and Cash Equivalents. Cash and cash equivalents decreased $2.0 million, or 15.0%, to $11.3 million (which includes fed funds sold of $6.4 million) at June 30, 2025 from $13.3 million (which includes fed funds sold of $9.3 million) at December 31, 2024. This decrease was primarily the result of $1.3 million in Company stock being repurchased, cash dividends paid to shareholders of $242,000 and an increase in net loans and leases of $313,000.

Interest Bearing Deposits in Banks. Interest bearing deposits in banks increased $7.6 million, or 78.4%, to $17.3 million at June 30, 2025, compared to $9.7 million at December 31, 2024. The increase was primarily the result of a decrease in securities of $3.8 million and an increase in deposits of $3.4 million.

Securities Available for Sale. Securities available for sale decreased by $2.0 million, or 2.7%, to $73.2 million at June 30, 2025 from $75.2 million at December 31, 2024. During the six months ended June 30, 2025, there were purchases of securities of $4.2 million offset by paydowns of $7.0 million. Accumulated other comprehensive loss decreased by $608,000, or 12.8%, to $4.2 million, net of tax, from $4.8 million, net of tax, due primarily to changes in market interest rates and the termination of a derivative instrument. Gross unrealized losses on the AFS portfolio consisting of 78 securities decreased from $6.5 million, or 7.9% of the portfolio’s amortized cost of $81.6 million at December 31, 2024, to $5.3 million, or 6.7%, of the amortized cost of $78.5 million at June 30, 2025. These unrealized losses are due to increases in market interest rates. At June 30, 2025, the AFS portfolio was comprised of 11.8% residential mortgage backed securities, 60.1% collateralized mortgage obligations, 18.2% state and municipal securities and 9.9% corporate bonds.

Securities Held to Maturity. Securities held to maturity decreased by $1.8 million, or 8.1%, to $20.3 million at June 30, 2025 from $22.1 million at December 31, 2024. This decrease is due to paydowns of $1.8 million. The HTM portfolio had 69 securities with gross unrealized losses of $2.0 million, or 9.8%, of the amortized cost of $20.3 million at June 30, 2025 compared to $2.6 million, or 11.6%, of the amortized cost of $22.1 million at December 31, 2024. These unrealized losses are due to increases in market interest rates. At June 30, 2025, the HTM portfolio was comprised of 86.6% residential mortgage backed securities, 7.7% state and municipal securities and 5.7% U.S government and agency bonds.

Loans and Leases Receivable, Net. Net loans and leases receivable increased $313,000, or 0.1%, to $294.0 million at June 30, 2025 from $293.7 million at December 31, 2024. The increase in loans was primarily due to $33.7 million in loan originations and $2.8 million in loans repurchased from the 2024 loan sale partially offset by payoffs and contractual repayments.

The loan and lease portfolio totaled $297.2 million and was comprised of $274.1 million, or 92.2%, real estate loans, $5.4 million, or 1.8%, commercial and industrial loans, $13.2 million, or 4.4%, municipal loans and $4.5 million, or 1.5%, consumer loans and other loans. Real estate loans include $141.8 million, or 51.8%, 1-4 family residential loans, $11.0 million, or 4.0%, multi-family loans, $57.5 million, or 21.0%, commercial real estate (CRE) loans, $17.1 million, or 6.2%, 1-4 family construction loans, $36.9 million, or 13.5%, other construction and development loans and $9.8 million, or 3.6%, farmland loans. Total loans include interim construction loans of $31.1 million, or 76.1%, of the completed project balance of $40.9 million which includes $15.4 million in single-family residence loans, including $5.6 million in speculative construction loans to builders, $1.7 million in subdivision construction, $12.0 million in multi-family construction loans and $11.8 million in CRE loans. The total construction loan portfolio consisted of 52 loans with completed project balances of $40.9 million at June 30, 2025 compared to 55 loans totaling $42.5 million at December 31, 2024.

At June 30, 2025, commercial real estate loans consisted of $24.8 million owner occupied and $32.7 million non-owner occupied real estate. At June 30, 2025, commercial real estate loans primarily include loans collateralized by self-storage facilities ($16.1 million), gas stations with convenience stores ($10.4 million), commercial rental properties ($7.5 million), churches ($4.5 million), rural water district assets ($3.8 million), restaurants ($3.0 million), and metal building manufacturer assets ($2.0 million). The maximum loan-to-value ratio of our commercial real estate loans is generally 80%. Generally, we require the debt service coverage ratio to be at least 1.2x. The significant majority of our commercial real estate loans are appraised by outside independent appraisers approved by the board of directors. Personal guarantees are generally obtained from the principals of commercial real estate borrowers. We consider a number of factors in originating commercial real estate loans. We evaluate the qualifications and financial conditions of

32

the borrower, including credit history, profitability and expertise, as well as the value and condition of the property securing the loan. When evaluating the qualifications of the borrower, we consider the financial resources of the borrower, the borrower’s experience in owning or managing similar property, debt service capabilities, global cash flows of the borrower and other guarantors, and the borrower’s payment history with us and other financial institutions.

Deposits. Deposits increased $3.4 million, or 1.0%, to $339.2 million at June 30, 2025 from $335.8 million at December 31, 2024. Core deposits (defined as all deposits other than certificates of deposit) decreased $6.0 million, or 2.9%, to $199.9 million at June 30, 2025 from $205.9 million at December 31, 2024. Certificates of deposit increased $9.4 million, or 7.2%, to $139.3 million at June 30, 2025 from $129.9 million at December 31, 2024. At June 30, 2025, there were $22.0 million in brokered deposits and $1.4 million in listed deposits. The year-to-date average cost of interest-bearing deposits decreased 13 basis points, or 5.0%, to 2.46% at June 30, 2025 compared to 2.59% at December 31, 2024. At June 30, 2025, there were 197 accounts with balances in excess of the $250,000 FDIC insurance limit with an aggregate balance of $97.8 million, or 28.8% of deposits. The amount that was over the FDIC insurance limit was $48.6 million, or 14.3%, that was potentially uninsured, including certificates of deposit of $14.1 million, money market accounts of $11.2 million and $23.3 million in checking and savings accounts.

Advances from Federal Home Loan Bank. Advances from Federal Home Loan Bank decreased by $642,000, or 1.3%, to $49.2 million at June 30, 2025 from $49.9 million at December 31, 2024 due to contractual principal payments on amortizing advances. There are $3.4 million in advances that will mature in 2025. There are no current plans to renew the advances.

Total Shareholders’ Equity. Total shareholders’ equity increased $761,000, or 1.5%, to $52.9 million at June 30, 2025 from $52.1 million at December 31, 2024. This increase was primarily due to net income of $1.3 million for the six months ended June 30, 2025. The Company had additional increases in equity of $305,000 from vesting of equity awards granted under the 2022 Equity Plan and an increase of $110,000 from the accrual of ESOP commitments for the six months ended June 30, 2025 partially offset by a decrease of $1.3 million from the repurchase of 84,500 shares of its common stock and quarterly dividends paid totaling $242,000. At June 30, 2025, there was a decrease in the accumulated other comprehensive loss of $608,000, net of tax, due to changes in market interest rates and the termination of the derivative.

At June 30, 2025, Broadstreet Bank opted to use the community bank leverage ratio framework (Tier 1 capital to average assets) for regulatory capital purposes. A community bank leverage ratio of at least 9.0% is required to be considered “well capitalized” under regulatory requirements. At June 30, 2025, Broadstreet Bank was well capitalized and had a ratio of 11.32%.

33

Average Balance Sheets

The following table sets forth average balances, average yields and costs, and certain other information at and for the periods indicated. No tax-equivalent yield adjustments have been made, as the effects would be immaterial. All average balances are daily average balances. Nonaccrual loans are only included in the computation of average balances. Average yields for loans include loan fees of $120,000 and $115,000 for the three months ended June 30, 2025 and 2024, respectively. We have not recorded deferred loan fees, as we have determined them to be immaterial.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Three Months Ended June 30,

​

2025

2024

​

Average

​

​

​

Average

​

​

​

​

​

Outstanding

​

​

​

​

Average

​

Outstanding

​

​

​

​

Average

​

​

Balance

​

Interest

​

Yield/Rate

​

Balance

​

Interest

​

Yield/Rate

​

​

(Dollars in thousands)

Interest-earning assets:

​

​

​

​

​

​

Loans

​

$

300,237

​

$

4,271

5.69

%

$

276,058

​

$

3,801

5.51

%

Allowance for credit losses

​

(3,280)

​

​

​

​

(2,875)

​

​

​

​

Securities

​

95,502

​

992

4.15

%

116,323

​

1,240

4.26

%

Restricted investments

​

2,667

​

44

6.60

%

3,557

​

54

6.07

%

Interest bearing deposits in banks

​

10,080

​

112

4.44

%

16,165

​

222

5.49

%

Federal funds sold

​

5,037

​

55

4.37

%

17,930

​

239

5.33

%

Financial derivative

​

—

​

—

​

​

762

​

125

​

​

Total interest earning assets

​

410,243

​

5,474

5.34

%

427,920

​

5,681

5.31

%

Noninterest earning assets

​

28,970

​

​

​

28,995

​

​

​

Total assets

​

$

439,213

​

​

$

456,915

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest-bearing liabilities:

​

​

​

​

​

​

Interest bearing demand deposits

​

$

65,087

​

96

0.59

%

$

72,421

​

121

0.67

%

Regular savings and other deposits

​

43,389

​

41

0.38

%

46,649

​

36

0.31

%

Money market deposits

​

45,363

​

305

2.69

%

44,317

​

367

3.31

%

Certificates of deposit

​

136,960

​

1,355

3.96

%

121,449

​

1,289

4.25

%

Total interest bearing deposits

​

290,799

​

1,797

2.47

%

284,836

​

1,813

2.55

%

Advances from FHLB

​

49,348

​

501

4.06

%

74,565

​

683

3.66

%

Other liabilities

​

162

​

2

4.94

%

733

​

2

1.09

%

Total interest bearing liabilities

​

340,309

​

2,300

2.70

%

360,134

​

2,498

2.77

%

Noninterest bearing demand deposits

​

49,817

​

​

51,604

​

​

Other noninterest bearing liabilities

​

4,022

​

​

4,321

​

​

Total liabilities

​

394,148

​

​

416,059

​

​

Total shareholders’ equity

​

45,065

​

​

40,856

​

​

Total liabilities and shareholders' equity

​

$

439,213

​

​

$

456,915

​

​

Net interest income

​

​

$

3,174

​

​

$

3,183

​

Net interest rate spread (1)

​

​

2.63

%

​

2.54

%

Net interest earning assets (2)

​

$

69,934

​

​

​

$

67,786

​

​

​

Net interest margin (3)

​

​

3.09

%

​

2.98

%

Average interest earning assets to interest bearing liabilities

​

​

120.55

%

​

118.82

%

​

(1) Net interest rate spread represents the difference between the weighted average yield on interest earning assets and the weighted average rate of interest bearing liabilities.
(2) Net interest earning assets represent total interest-earning assets less total interest-bearing liabilities.
(3) Net interest margin represents annualized net interest income divided by average total interest earning assets.

​

​

34

Comparison of the Operating Results for the Three months ended June 30, 2025 and June 30, 2024

Net Income. The Company had net income of $678,000 for the three months ended June 30, 2025, compared to net income of $348,000 for the three months ended June 30, 2024, an increase of $330,000, or 94.8%. The increase was primarily due to a $186,000, or 47.3%, increase in noninterest income, a $81,000, or 2.7%, decrease in noninterest expense and a $166,000 decrease in the provision for credit losses partially offset by a $94,000 increase in income tax expense. Net interest income remained flat.

Interest Income. Interest income decreased $207,000 or 3.6%, to $5.5 million for the three months ended June 30, 2024 from $5.7 million for the three months ended June 30, 2024. This decrease included $217,000 in accrued interest being removed from interest income due to three loans from two delinquent loan relationships totaling $9.0 million being put on nonaccrual. Average interest earning assets decreased by $17.7 million, or 4.1%, from 427.9 million for the three months ended June 30, 2024 to $410.2 million for the three months ended June 30, 2025 primarily from $19.0 million more in interest bearing account balances in 2024 resulting primarily from the loans sale in the first quarter of 2024.

Interest income on loans increased $470,000, or 12.4%, to $4.3 million for the three months ended June 30, 2025 from $3.8 million for the three months ended June 30, 2024. This increase resulted primarily from an increase in average loan balances of $24.1 million, or 8.7%, from $276.1 million for the three months ended June 30, 2024 to $300.2 million for the three months ended June 30, 2025, with an increase in loan yield of 18 basis points, or 3.3%, to 5.69% for the three months ended June 30, 2025 from 5.51% for the three months ended June 30, 2024. The increase in loan volume was due primarily to loan growth and average loans being low in 2024 due to the loan sale in the first quarter. Loan interest income would have been $217,000 more without the reversal of accrued interest on the previously mentioned three loans totaling $9.0 million being placed on nonaccrual.

Interest income on securities decreased $248,000, or 20.0%, from $1.2 million for the three months ended June 30, 2024 to $992,000 for the three months ended June 30, 2025. This decrease resulted from a decrease in the average balance of securities of $20.8 million, or 17.9%, from $116.3 million for the three months ended June 30, 2024 to $95.5 million for the three months ended June 30, 2025. The decrease in the portfolio was due primarily to contractual paydowns. The average yield on securities decreased by nine basis points.

Interest income on restricted investments, which includes primarily Federal Home Loan Bank (FHLB) and TIB Bank stock dividends, decreased $10,000, or 18.5%, from $54,000 for the three months ended June 30, 2024 to $44,000 for the three months ended June 30, 2024. This decrease resulted from a decrease in the average balance of these investments of $890,000 or 24.8%, from $3.6 million for the three months ended June 30, 2024 to $2.7 million for the three months ended June 30, 2025. This decrease was due to the FHLB repurchasing $1.1 million in stock related to the decrease in outstanding advances. There was an increase of 53 basis points, or 8.7%, in average yield from 6.07% for the three months ended June 30, 2024 to 6.60% for the three months ended June 30, 2025. The increase in yield was due primarily to advances with rates significantly lower than the overall borrowing base being paid off.

Interest income on interest bearing deposits in banks decreased $110,000, or 49.5%, from $222,000 for the three months ended June 30, 2024 to $112,000 for the three months ended June 30, 2025. This decrease resulted primarily from a decrease in average interest-bearing deposits of $6.1 million, or 37.7%, from $16.2 million for the three months ended June 30, 2024 to $10.1 million for the three months ended June 30, 2025 and a decrease in average yield of 105 basis points, or 19.1%, from 5.49% for the three months ended June 30, 2024 to 4.44% for the three months ended June 30, 2025. Fed funds interest decreased $184,000, or 77.0%, from $239,000 for the three months ended June 30, 2024 to $55,000 for the three months ended June 30, 2025. This decrease resulted primarily from a decrease in average fed funds balances of $12.9 million, or 72.1%, from $17.9 million for the three months ended June 30, 2024 to $5.0 million for the three months ended June 30, 2025 and a decrease in average yield of 96 basis points, or 18.1%, from 5.33% for the three months ended June 30, 2024 to 4.37% for the three months ended June 30, 2025. These decreases were primarily due to the Company maintaining higher account balances due to receiving cash from the loan sale during the three months ended June 30, 2024 in addition to decreases in fed funds rates and other market interest rates.

35

Interest income from the fair value hedge was $125,000 for the three months ended June 30, 2024. The financial derivative was terminated on January 15, 2025, so there is no related interest income after the first quarter of 2025.

Interest Expense. Total interest expense decreased $198,000, or 7.9%, to $2.3 million for the three months ended June 30, 2025 from $2.5 million for the three months ended June 30, 2024 primarily due to an decrease in average interest-bearing liabilities of $19.8 million, or 5.5%, to $340.3 million for the three months ended June 30, 2025 from $360.1 million for the three months ended June 30, 2024 and a decrease in the average cost of interest-bearing liabilities of seven basis points, or 2.6%, from 2.77% for the three months ended June 30, 2024 to 2.70% for the three months ended June 30, 2025, primarily due the reduction in FHLB advance balances and changes in deposit pricing.

Interest expense on deposit accounts decreased $16,000, or 0.9%, to $1.8 million for the three months ended June 30, 2025, with a decrease in the average deposit cost of eight basis points, or 3.1%, from 2.55% for the three months ended June 30, 2024 to 2.47% for the three months ended June 30, 2025 and an increase in average interest-bearing deposits of $6.0 million, or 2.1% from $284.8 million for the three months ended June 30, 2024 to $290.8 million for the three months ended June 30, 2025, with the largest increases being in higher cost certificates of deposit which includes an additional $10.0 million in brokered deposits.

Interest expense on Federal Home Loan Bank advances decreased $182,000, or 26.6%, to $501,000 for the three months ended June 30, 2025 from $683,000 for the three months ended June 30, 2024. This decrease was due primarily to a decrease in the average balance of FHLB advances of $25.3 million, or 33.9%, to $49.3 million for the three months ended June 30, 2025 from $74.6 million for the three months ended June 30, 2024. The increase in average yield of 40 basis points, or 10.8%, is primarily due to paying off maturing advances with significantly lower rates than the weighted average cost of all FHLB borrowings.

Net Interest Income. Net interest income remained flat at $3.2 million for the three months ended June 30, 2025. Net interest margin increased 11 basis points, or 3.7%, to 3.09% for the three months ended June 30, 2025 from 2.98% for the three months ended June 30, 2024. The increase in net interest margin was primarily due to a reduction in FHLB advances and balance sheet restructurings, which included the loan sale in 2024, allowing us to place the funds in higher yielding assets and increase the rate of repricing interest-earning assets to better align with the rate of repricing interest-bearing liabilities. The average yield on interest-earning assets increased by three basis points, or 0.5%, to 5.34% for the three months ended June 30, 2025 and the average yield on interest bearing liabilities decreased by seven basis points, or 2.6%, to 2.70% for the three months ended June 30, 2025.

Provision for Credit Losses. Based on management’s analysis of the adequacy of the allowance for credit losses, the provision for credit losses decreased $166,000, or 133.9%, to a reversal of provision of $42,000 for the three months ended June 30, 2025 from a provision for credit losses of $124,000 for the three months ended June 30, 2024, primarily due to an adjustment to the allowance related to $9.0 million in loans being moved from the general reserve loan pool to being individually reviewed and not requiring a specific reserve and a reduction in unfunded commitments. The allowance for credit losses was 1.09% of total loans at June 30, 2025.

Noninterest Income. Noninterest income increased $186,000, or 47.3%, to $579,000 for the three months ended June 30, 2025 from $393,000 for the three months ended June 30, 2024, primarily due to an additional loss of $69,000 on the final piece of the loan sale and a write-down of $78,000 on bank property being held as other real estate owned being marked to fair value in the three months ended June 30, 2024. In the three months ended June 30, 2025 there was a $73,000 gain on an equity investment held at the holding company and a $29,000 increase in net appreciation of bank-owned life insurance due to a change in insurance carriers. The equity investment at the holding company is included in restricted investments carried at cost on the balance sheet and is an investment in a fintech fund.

These items were partially offset by a decrease in net service charges and fees of $61,000, or 11.7%, primarily due to a decrease of $59,000 in fee income from wholesale loans sold of $85,000 for the three months ended June 30, 2024 to $26,000 for the three months ended June 30, 2025 due primarily to decreases in housing demand related to market rates.

36

Noninterest Expense. Noninterest expense decreased $81,000, or 2.7%, to $3.0 million for the three months ended June 30, 2025 from $3.1 million for the three months ended June 30, 2024 primarily due to a decrease in salary and employee benefit expenses of $75,000, or 4.6%, due primarily to reduced benefit costs related to executive officers and directors of $30,000, including a one-time $26,000 decrease in 2025 to reverse accrued equity awards forfeited. Salary and employee benefit expenses were $1.6 million for the three months ended June 30, 2025. Director fees decreased $8,000, or 10.1%, to $71,000 for the three months ended June 30, 2025 due to a reduction in the number of directors from 12 to 10 in May 2024 and technology expenses decreased $113,000, or 59.8%, due to card processing project implementation fees in the three months ended June 30, 2024.

These decreases were partially offset by increases in other expenses of $120,000, or 21.3%, primarily due to increased auditing expenses of $51,000, or 46.4%, from $110,000 for the three months ended June 30, 2024 to $161,000 for the three months ended June 30, 2025 due to contracting with a new internal audit firm to perform work regularly throughout the year and additional expenses on the external audit for December 31, 2024. Marketing expense increased $47,000, or 188.0%, to $72,000 for the three months ended June 30, 2025 due to hiring a marketing firm in 2025 and significantly increasing our presence through media outlets we weren’t currently utilizing, including television and other streaming services, We also had an expense of $28,000 that offset part of the gain on the equity investment held at the holding company.

Income Tax Expense. Income tax expense increased by $94,000, or 188.0%, to $144,000 for the three months ended June 30, 2025 from $50,000 for the three months ended June 30, 2024, due primarily to an increase in net income before taxes of $424,000 from $398,000 for the three months ended June 30, 2024 to $822,000 for the three months ended June 30, 2025. The effective tax rate was 17.52% and 12.56% for the three months ended June 30, 2025 and 2024, respectively. The increase in effective tax rate was primarily due to taxable income increasing at a faster rate than nontaxable income.

​

​

​

​

​

​

​

​

​

​

​

​

37

Average Balance Sheets

The following table sets forth average balances, average yields and costs, and certain other information at and for the periods indicated. No tax-equivalent yield adjustments have been made, as the effects would be immaterial. All average balances are daily average balances. Nonaccrual loans are only included in the computation of average balances. Average yields for loans include loan fees of $240,000 and $200,000 for the six months ended June 30, 2025 and 2024, respectively. We have not recorded deferred loan fees, as we have determined them to be immaterial.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Six Months Ended June 30,

​

​

2025

​

2024

​

​

Average

​

​

​

​

​

​

Average

​

​

​

​

​

​

​

Outstanding

​

​

​

​

Average

​

Outstanding

​

​

​

​

Average

​

​

​

Balance

Interest

Yield/Rate

Balance

Interest

Yield/Rate

​

​

​

(Dollars in thousands)

Interest-earning assets:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Loans

​

$

299,848

​

$

8,671

​

5.78

%

$

278,686

​

$

7,510

​

5.39

%

Allowance for credit losses

​

​

(3,262)

​

​

​

​

(2,984)

​

​

​

​

Securities

​

​

95,799

​

2,020

4.22

%

​

117,688

​

2,456

4.17

%

Restricted stock

​

​

3,146

​

94

5.98

%

​

3,531

​

109

6.17

%

Interest-bearing deposits in banks

​

​

9,753

​

216

4.43

%

​

17,500

​

478

5.46

%

Federal funds sold

​

​

5,339

​

117

4.38

%

​

11,473

​

306

5.33

%

Financial derivative

​

​

37

​

​

(10)

​

​

​

​

523

​

​

240

​

​

​

Total interest-earning assets

​

​

410,660

​

11,108

5.41

%

​

426,417

​

11,099

5.21

%

Noninterest-earning assets

​

​

29,015

​

​

​

​

28,512

​

​

Total assets

​

$

439,675

​

​

​

​

$

454,929

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest-bearing liabilities:

​

​

​

​

​

​

​

​

​

Interest-bearing demand deposits

​

$

68,385

​

210

0.61

%

$

68,185

​

223

0.65

%

Regular savings and other deposits

​

43,312

​

84

0.39

%

47,304

​

76

0.32

%

Money market deposits

​

46,508

​

631

2.71

%

42,866

​

718

3.35

%

Certificates of deposit

​

133,983

​

2,671

3.99

%

121,071

​

2,553

4.22

%

Total interest-bearing deposits

​

292,188

​

3,596

2.46

%

279,426

​

3,570

2.56

%

Advances from the Federal Home Loan Bank

​

49,511

​

1,004

4.06

%

75,602

​

1,379

3.65

%

Other liabilities

​

278

​

6

4.32

%

719

​

4

1.11

%

Total interest-bearing liabilities

​

341,977

​

4,606

2.69

%

355,747

​

4,953

2.78

%

Noninterest-bearing demand deposits

​

49,364

​

​

​

​

52,966

​

​

​

​

Other noninterest-bearing liabilities

​

3,771

​

​

​

​

4,272

​

​

​

​

Total liabilities

​

395,112

​

​

​

​

412,985

​

​

​

​

Total shareholders' equity

​

44,563

​

​

​

​

41,944

​

​

​

​

Total liabilities and shareholders' equity

​

$

439,675

​

​

​

​

$

454,929

​

​

​

​

Net interest income

​

​

​

$

6,502

​

​

​

​

$

6,146

​

Net interest rate spread (1)

​

​

​

​

​

2.72

%

​

​

​

2.43

%

Net interest-earning assets (2)

​

$

68,683

​

​

​

​

​

$

70,670

​

​

​

​

Net interest margin (3)

​

​

​

​

​

3.17

%

​

​

​

2.88

%

Average interest-earning assets to interest-bearing liabilities

​

​

​

​

​

120.08

%

​

​

​

119.87

%

(1) Net interest rate spread represents the difference between the weighted average yield on interest earning assets and the weighted average rate of interest bearing liabilities.
(2) Net interest earning assets represent total interest-earning assets less total interest-bearing liabilities.
(3) Net interest margin represents annualized net interest income divided by average total interest earning assets.

38

Comparison of the Operating Results for the Six months ended June 30, 2025 and June 30, 2024

Net Income. The Company had net income of $1.3 million for the six months ended June 30, 2025, compared to a net loss of $2.3 million for the six months ended June 30, 2024, an increase of $3.6 million, or 156.5%. In the first quarter of 2024, the Company made a strategic loan sale at a loss of $3.8 million in order to rebalance the portfolio and demolished a branch office building after constructing a new one resulting in combined nonrecurring deductions from noninterest income of $4.1 million. The increase in net income before tax excluding these two nonrecurring items in 2024 was $433,000 primarily due to an increase in net interest income of $356,000, a decrease in noninterest expenses of $224,000, and an increase of $77,000 in noninterest income. This is partially offset by a $224,000 increase in the provision for credit losses primarily from a large decrease in 2024 related to the sale of loans.

Interest Income. Interest income for the six months ended June 30, 2025 was $11.1 million, which is unchanged from the six months ended June 30, 2024. Interest on loans increased by $1.2 million following the loan sale and strategic restructuring into higher yielding loans in the first quarter of 2024, and there was an increase in the average loan balance. However, this was offset by decreases in interest from lower balances on securities, fed funds, deposits in banks, and the financial derivative which was terminated at the beginning of the year. Average interest earning assets decreased by $15.7 million, or 3.7%, from $426.4 million for the six months ended June 30, 2024 to $410.7 million for the six months ended June 30, 2025 but was offset primarily by an increase in the yield on average interest earning assets of 20 basis points, or 3.9%, from 5.21% for the six months ended June 30, 2024 to 5.41% for the six months ended June 30, 2025.

Interest income on loans increased $1.2 million, or 16.0%, to $8.7 million for the six months ended June 30, 2025 from $7.5 million for the six months ended June 30, 2024. This increase resulted primarily from an increase in average loans of $21.1 million, or 7.6%, from $278.7 million for the six months ended June 30, 2024 to $299.8 million for the six months ended June 30, 2025 and an increase in average loan yield of 39 basis points, or 7.3%, to 5.78% for the six months ended June 30, 2025 from 5.39% for the six months ended June 30, 2024. The increase in loan yield was due primarily to the diversification of the loan portfolio resulting in a reduction of lower yielding residential loans and an increase in higher yielding commercial real estate loans. Interest income on loans would have been $217,000 more had there not been a reversal of accrued interest in the second quarter of 2025 due to two loan relationships totaling $9.0 million being placed on nonaccrual.

Interest income on securities decreased $436,000, or 17.5%, from $2.5 million for the six months ended June 30, 2024 to $2.0 million for the six months ended June 30, 2025. This decrease resulted from a decrease in the average balance of securities of $21.9 million, or 18.6%, from $117.7 million for the six months ended June 30, 2024 to $95.8 million for the six months ended June 30, 2025, partially offset by an increase of five basis points, or 1.2%, in average yield from 4.17% for the six months ended June 30, 2024 to 4.22% for the six months ended June 30, 2025. The yield increase is reflective of the purchase of higher yielding securities in 2024 and 2025.

Interest income on restricted investments, which includes primarily Federal Home Loan Bank (FHLB) and TIB Bank stock dividends, decreased $15,000, or 13.8%, from $109,000 for the six months ended June 30, 2024 to $94,000 for the six months ended June 30, 2025. This decrease resulted from a decrease in the average balance of restricted investments of $385,000, or 10.9%, from $3.5 million for the six months ended June 30, 2024 to $3.1 million for the six months ended June 30, 2025, and also from a decrease in the average yield of these investments of 19 basis points, or 3.1%, from 6.17% for the six months ended June 30, 2024 to 5.98% for the six months ended June 30, 2025. The decrease in dividends was due primarily to $1.1 million in stock being repurchased in March 2025 by the FHLB due to the decrease in FHLB advances.

Interest income on interest bearing deposits in banks decreased $262,000, or 54.8%, from $478,000 for the six months ended June 30, 2024 to $216,000 for the six months ended June 30, 2025. This decrease resulted primarily from a decrease in average interest-bearing deposits of $7.7 million, or 44.0%, from $17.5 million for the six months ended June 30, 2024 to $9.8 million for the six months ended June 30, 2025 and a decrease in average yield of 103 basis points, or 18.9%, from 5.46% for the six months ended June 30, 2024 to 4.43% for the six months ended June 30, 2025. The decrease in yields on deposits in banks and fed funds is reflective of the decrease in fed funds rates and other market

39

interest rates. During the six months ended June 30, 2024, the Company maintained higher account balances due to receiving cash from the loan sale.

Interest income from the fair value hedge decreased $250,000 due to the termination of the swap agreement from interest income of $240,000 for the six months ended June 30, 2024 to an expense of $10,000 for the six months ended June 30, 2025. The Company terminated the interest rate swap agreements on January 15, 2025, and the $463,000 unrealized gain in the value of the asset was locked in at the time of sale and will be amortized to interest income over the remaining life of the hedged securities.

Interest Expense. Total interest expense decreased $347,000, or 7.0%, to $4.6 million for the six months ended June 30, 2025 from $5.0 million for the six months ended June 30, 2024 primarily due to a decrease in average interest-bearing liabilities of $13.7 million, or 3.9%, to $342.0 million for the six months ended June 30, 2025 from $355.7 million for the six months ended June 30, 2024 and a decrease in the average cost of interest-bearing liabilities of nine basis points, or 3.3%, from 2.78% for the six months ended June 30, 2024 to 2.69% for the six months ended June 30, 2025, primarily due to a decrease of $26.1 million in average FHLB advances. Interest expense on deposit accounts increased $26,000, or 0.7%, to $3.6 million for the six months ended June 30, 2025, due to an increase in average interest-bearing deposits of $12.8 million, or 4.6%, from $279.4 million for the six months ended June 30, 2024 to $292.2 million for the six months ended June 30, 2025, partially offset by a decrease in the average interest-bearing deposit cost of 10 basis points, or 3.9%, from 2.56% for the six months ended June 30, 2024 to 2.46% for the six months ended June 30, 2025 with the decrease in average cost being primarily in money market accounts, interest-bearing demand accounts and certificates of deposit.

Interest expense on Federal Home Loan Bank advances decreased $375,000, or 27.2%, to $1.0 million for the six months ended June 30, 2025 from $1.4 million for the six months ended June 30, 2024. This decrease was due primarily to the decrease in the average balance of Federal Home Loan Bank advances of $26.1 million, or 34.5%, to $49.5 million for the six months ended June 30, 2025 from $75.6 million for the six months ended June 30, 2024. The average yield on advances increased 41 basis points, or 11.2%, from 3.65% for the six months ended June 30, 2024 to 4.06% for the six months ended June 30, 2025 due to the maturity of advances with rates significantly lower than the weighted average cost of all FHLB borrowings.

Net Interest Income. Net interest income increased $356,000, or 5.8%, to $6.5 million for the six months ended June 30, 2025 from $6.1 million for the six months ended June 30, 2024 due primarily to an increase in net interest margin of 29 basis points, or 10.1%, to 3.17% for the six months ended June 30, 2025 from 2.88% for the six months ended June 30, 2024 partially offset by a decrease in average net interest-earning assets of $2.0 million, or 2.8%, to $68.7 million at June 30, 2025 from $70.7 million at June 30, 2024. The increase in net interest margin was primarily due to balance sheet restructurings, which included the loan sale in 2024, allowing us to place the funds in higher yielding assets and increase the rate of repricing interest-earning assets to better align with the rate of repricing deposits in addition to a more disciplined approach to loan and deposit pricing. The average yield on interest-earning assets increased by 20 basis points, or 3.9%, and the average yield on interest bearing liabilities decreased by nine basis points, or 3.3%.

Provision for Credit Losses. Based on management’s analysis of the adequacy of the allowance for credit losses, the provision for credit losses increased $224,000, or 146.4%, to $71,000 for the six months ended June 30, 2025 from a reversal of provision for credit losses of $153,000 for the six months ended June 30, 2024, primarily due to a previous decrease in the allowance related to the sale of residential loans being reversed as new loans are originated and added to the portfolio. Many of the loans added are in the commercial portfolio that carry a higher allowance requirement as well. An increase in average loans and leases of $21.1 million, or 7.96%, from $278.7 million for the six months ended June 30, 2024 to $299.8 million for the six months ended June 30, 2025 also added to the provision required. The allowance for credit losses was 1.09% of total loans at June 30, 2025.

Noninterest Income. Noninterest income increased $4.2 million, or 131.3%, to $1.0 million for the six months ended June 30, 2025 from a noninterest loss of $3.2 million for the six months ended June 30, 2024, primarily due to nonrecurring losses in 2024 of $4.1 million related to the loan sale and branch construction. Excluding these one-time items, noninterest income would have increased by $77,000 over the same period. This increase is due primarily to a

40

$73,000 gain on an equity investment held at the holding company. In the six months ended June 30, 2025 there was an increase in net appreciation on bank-owned life insurance of $40,000 partially offset by decreases in other service charges and fees of $22,000, and an increase in losses of $13,000 on other real estate owned due to an additional write-down of $54,000 in 2025 on two bank properties that were originally purchased for expansion then listed for sale in 2024.

Noninterest Expense. Noninterest expense decreased $224,000, or 3.7%, to $5.9 million for the six months ended June 30, 2025 from $6.1 million for the six months ended June 30, 2024 primarily due to decreases in technology expense, salaries and employee benefits, and occupancy and equipment expenses.

Technology expense decreased $170,000, or 56.1%, to $133,000 for the six months ended June 30, 2025 from $303,000 for the six months ended June 30, 2024 due primarily to card processing fees incurred in the first half of 2024 associated with a “tap” debit card implementation project. Salaries and employee benefits decreased $86,000, or 2.6%, to $3.2 million for the six months ended June 30, 2025 from $3.3 million for the six months ended June 30, 2024 primarily related to higher benefits cost in 2024 related to the CEO transition and executive and director equity awards that were forfeited. Occupancy and equipment expenses decreased $45,000, or 8.1%, from $558,000 for the six months ended June 30, 2024 to $513,000 for the six months ended June 30, 2025 primarily due to higher expenses during 2024 related to opening two new branches. Director fees decreased $20,000 from $162,000 to $142,000 for the six months ended June 30, 2025 compared to 2024 due to a reduction in the number of directors from 14 to 12 in May 2024. The board of directors decreased further in size from 12 to 9 in May 2025. Other expenses increased $97,000 to $1.2 million from $1.1 million, primarily due to increases in audit and accounting fees of $47,000 due to contracting with a new internal audit firm to perform work regularly throughout the year and additional expenses on the external audit for December 31, 2024, marketing fees of $59,000 due to contracting with an outside marketing firm and expanding our reach through additional advertising methods, training expenses of $13,000, FDIC assessments of $16,000 and equity investment expenses of $28,000, partially offset by decreases of $37,000 in other compensation due to a one-time expense, $8,000 in REO expenses, $14,000 in legal fees, and $10,000 in office expenses.

Income Tax Expense. Income tax expense increased by $908,000, or 138.0%, to $250,000 for the six months ended June 30, 2025 from an income tax benefit of $658,000 for the six months ended June 30, 2024, due to the increase in net income before taxes of $4.6 million from a loss before taxes of $3.0 million for the six months ended June 30, 2024 to income before taxes of $1.6 million for the six months ended June 30, 2025. The effective tax rate was 15.91% and 21.97% for the six months ended June 30, 2025 and 2024, respectively. The decrease in the effective tax rate was primarily due to nontaxable income increasing at a faster rate than taxable income.

​

41

Liquidity and Capital Resources

Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. The Federal Reserve Bank of Boston provides the Bank with a federal funds line of credit. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and securities, and proceeds from maturities of securities. We are also able to borrow from the Federal Home Loan Bank of Dallas. At June 30, 2025, we had outstanding advances of $49.2 million from the Federal Home Loan Bank of Dallas. At June 30, 2025, we had unused borrowing capacity of $99.8 million with the Federal Home Loan Bank of Dallas. In addition, at June 30, 2025, we had two unused unsecured lines of credit totaling $8.0 million with correspondent banks.

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and cash equivalents and short-term investments including interest-bearing demand deposits. The levels of these assets are dependent on our operating, financing, lending, and investing activities during any given period.

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. For additional information, see the consolidated statements of cash flow for the three and six months ended June 30, 2025 and 2024 included as part of the consolidated financial statements included in this report.

We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. Based on our deposit retention experience and current pricing strategy, we anticipate that a significant portion of maturing time deposits will be retained.

Texas Community Bancshares, Inc. is a separate legal entity from Broadstreet Bank, and must provide for its own liquidity to pay its operating expenses and other financial obligations. Its primary source of income is dividends received from Broadstreet Bank. The amount of dividends that Broadstreet Bank may declare and pay to Texas Community Bancshares, Inc. is governed by applicable banking laws and regulations. At June 30, 2025, Texas Community Bancshares, Inc. (on a stand-alone, unconsolidated basis) had liquid assets of $6.0 million.

Liquidity management and asset quality continue to be high priorities. With continued volatility in the market and market interest rate fluctuations, liquidity management and analysis is a key factor in daily asset and liability management and strategic planning. We are monitoring deposit balances daily. We run stress tests quarterly in multiple scenarios, which include deposit runoff combined with the inability to access our available lines of credit and a reduction in the availability of FHLB advances. The scenarios indicate that we are able to maintain our operational liquidity with a designated buffer with our liquidity resources available. We are closely monitoring our assets, liabilities, capital and investment portfolio unrealized losses for possible issues and opportunities related to the current economic and market conditions.

We monitor our large depositors and have discussions with them on how to maximize FDIC coverage to the fullest legal extent, which is limited to coverage of $250,000 per insured depositor. At June 30, 2025, there were 197 accounts with balances in excess of the $250,000 FDIC insurance limit totaling $97.8 million, or 28.8% of deposits. The amount that was over $250,000 was $48.6 million, or 14.3%, that was potentially uninsured, including certificates of deposit of $14.1 million and $34.5 million in checking, MMDA and savings accounts.

At June 30, 2025, the weighted average life (WAL) of our securities portfolio is 4.7 years. The gross unrealized losses on the AFS securities was $5.3 million, or 6.7% of the $78.5 million AFS portfolio and 9.3% of capital. Unrealized losses on the HTM securities were $2.0 million, or 9.8 % of the $20.3 million HTM portfolio and 3.5% of capital. The total gross unrealized losses are $7.3 million, or 7.4% of the $98.7 million securities portfolio and 12.8% of capital, which includes $39.1 million, or 39.6%, that are agency issued and guaranteed by the U.S. government. These losses are the result of market interest rate increases and we continue to monitor the portfolio for credit and other risks.

42

The net unrealized loss on AFS securities, and the corresponding other comprehensive loss, was $4.2 million, or 7.4% of capital. Over the next 24 months from June 30, 2025, we expect to realize $43.5 million in cash flow from the securities portfolio with $8.4 million in 2025, $22.5 million in 2026 and $12.5 million in 2027. We should receive $21.3 million of that over the next 12 months. See the Securities section of the management discussion and analysis for more information.

During 2023, the Bank entered into interest rate swap agreements with a total notional amount of $25 million to hedge the risk of changes in the fair value of fixed rate AFS securities for changes in the SOFR benchmark rate. In the first quarter of 2025, the Bank terminated these swap agreements and recognized a gain of $463,000. This gain reduced the unrealized loss on the underlying securities and will be included in income over their remaining life.

Our asset quality remains strong. At June 30, 2025, our allowance for credit losses to loans and leases held for investment was 1.09%. The Company continues to monitor rates and loan demand weekly and aligns pricing accordingly. Housing supply and demand are monitored for indicators of a significant change in the local housing markets. We are increasing our lending in CRE, other commercial lending and loans to municipalities to more strategically balance our loan portfolio. This was a key component of the loan sale strategy resulting in $27.1 million in residential mortgage loans sold in 2024. At June 30, 2025, we do not have any plans to sell additional loans.

The following are the various liquidity sources we had available at June 30, 2025 that we could use as needed:

● FHLB borrowing capacity of $99.8 million
● $8 million in unused credit lines with 2 correspondent banks
● Federal Reserve discount window
● Qwickrate CD Program
● Brokered deposits
● The ability to sell securities
● The ability to sell a group of loans in the secondary market on an as needed basis
● The ability to sell a portion of BOLI assets

At June 30, 2025, Broadstreet Bank exceeded all of its regulatory capital requirements, and was categorized as well-capitalized at that date. Management is not aware of any conditions or events since the most recent notification of well-capitalized status that would change our category.

Management of Market Risk

Our most significant form of market risk is interest rate risk. As a financial institution, the majority of our assets and liabilities are sensitive to changes in interest rates. Therefore, a principal part of our operations is to manage interest rate risk and limit the exposure of our financial condition and results of operations to changes in market interest rates. Our Risk Management and Interest Rate Risk Management Officer is responsible for evaluating the interest rate risk inherent in our assets and liabilities, determining the level of risk that is appropriate, given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the policy and guidelines approved by our board of directors. We currently utilize a third-party modeling program, prepared on a quarterly basis, to evaluate our sensitivity to changing interest rates.

We have sought to manage our interest rate risk in order to minimize the exposure of our earnings and capital to changes in interest rates. We have implemented the following strategies to manage our interest rate risk:

● maintaining capital levels that exceed the thresholds for well-capitalized status under federal regulations;
● maintaining a high level of liquidity;

43

● growing our volume of core deposit accounts;
● managing our investment securities portfolio so as to reduce the average maturity and effective life of the portfolio;
● managing our borrowings from the Federal Home Loan Bank of Dallas;
● continuing to diversify our loan portfolio by adding more commercial loans, which typically have shorter maturities, adjustable rates, and fee income;
● expanding our wholesale lending program to be able to meet customer loan needs while managing the weighted average life and interest rate risk in the loan portfolio; and
● utilizing callable brokered deposits and derivatives.

By following these strategies, we believe that we are better positioned to react to increases and decreases in market interest rates.

Net Interest Income. We analyze our sensitivity to changes in interest rates through a net interest income model. Net interest income is the difference between the interest income we earn on our interest-earning assets, such as loans and securities, and the interest we pay on our interest-bearing liabilities, such as deposits and borrowings. We estimate what our net interest income would be for a 12-month period. We then calculate what the net interest income would be for the same period under the assumptions that the United States Treasury yield curve increases or decreases instantaneously by 400 basis point increments, with changes in interest rates representing immediate and permanent, parallel shifts in the yield curve. A basis point equals one-hundredth of one percent, and 100 basis points equals one percent. An increase in interest rates from 3% to 4% would mean, for example, a 100 basis point increase in the “Change in Interest Rates” column below.

The tables below set forth the calculation of the estimated changes in our monthly net interest income that would result from the designated immediate changes in the United States Treasury yield curve. The estimated changes presented are within policy guidelines established by the Company’s Board of Directors.

​

​

​

​

​

​

​

​

At June 30, 2025

Change in Interest Rates

Net Interest Income Year

Year 1 Change from

(basis points) (1)

​

1 Forecast

​

Level

(Dollars in thousands)

400

​

$

13,804

5.81

%

300

​

13,693

4.96

%

200

​

13,545

3.82

%

100

​

13,344

2.28

%

Level

​

13,046

—

​

(100)

​

13,006

(0.31)

%

(200)

​

12,849

(1.51)

%

(300)

​

12,733

(2.40)

%

(400)

​

12,565

(3.69)

%

​

(1) Assumes an immediate uniform change in interest rates at all maturities.

The table above indicates that at June 30, 2025, in the event of an instantaneous parallel 200 basis point increase in interest rates, we would experience a 3.82% increase in net interest income, and in the event of an instantaneous 200 basis point decrease in interest rates, we would experience a 1.51% decrease in net interest income.

Net Economic Value . We also compute amounts by which the net present value of our assets and liabilities (net economic value of equity or “EVE”) would change in the event of a range of assumed changes in market interest rates. This model uses a discounted cash flow analysis and an option-based pricing approach to measure the interest rate

44

sensitivity of net portfolio value. The model estimates the economic value of each type of asset, liability, and off-balance sheet contract under the assumptions that the United States Treasury yield curve increases or decreases instantaneously by 400 basis point increments, with changes in interest rates representing immediate and permanent, parallel shifts in the yield curve.

The table below sets forth the calculation of the estimated changes in our EVE that would result from the designated immediate changes in the United States Treasury yield curve. The estimated changes presented are within policy guidelines established by the Company’s Board of Directors.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

At June 30, 2025

​

​

​

​

​

​

​

​

​

​

EVE as a Percentage of

​

​

​

​

​

​

​

​

​

​

Present Value of Assets (3)

​

​

​

​

​

Estimated Increase

​

​

​

Increase

Change in Interest

​

Estimated

​

(Decrease) in EVE

​

​

​

(Decrease)

Rates (basis points) (1)

EVE (2)

Amount

Percent

EVE Ratio (4)

(basis points)

(Dollars in thousands)

400

​

$

55,364

​

$

(3,249)

(5.54)

%

13.85

%

67

300

​

​

57,007

​

(1,606)

(2.74)

%

13.91

%

73

200

​

58,280

​

(333)

(0.57)

%

13.84

%

66

100

​

58,929

​

316

0.54

%

13.62

%

44

Level

​

58,613

​

—

—

%

13.18

%

—

(100)

​

57,381

​

(1,232)

(2.10)

%

12.54

%

(64)

(200)

​

54,176

​

(4,437)

(7.57)

%

11.50

%

(168)

(300)

​

48,357

​

(10,256)

(17.50)

%

9.97

%

(321)

(400)

​

41,621

​

(16,992)

(28.99)

%

8.37

%

(481)

​

(1) Assumes an immediate uniform change in interest rates at all maturities.
(2) EVE is the discounted present value of expected cash flows from assets, liabilities, and off-balance sheet contracts.
(3) Present value of assets represents the discounted present value of incoming cash flows on interest-earning assets.
(4) EVE Ratio represents EVE divided by the present value of assets.

The table above indicates that at June 30, 2025, in the event of an instantaneous parallel 200 basis point increase in interest rates, we would experience a 0.57% decrease in EVE, and in the event of an instantaneous 200 basis point decrease in interest rates, we would experience a 7.57% decrease in EVE.

Certain shortcomings are inherent in the methodologies used in the above interest rate risk measurements. Modeling changes require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. The net interest income and net economic value tables presented assume that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the tables provide an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates, and actual results may differ.

Interest rate risk calculations also may not reflect the fair values of financial instruments. For example, decreases in market interest rates can increase the fair values of our loans, mortgage servicing rights, deposits and borrowings.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

See “Management of Market Risk” in Item 2 above.

45

Item 4.  Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended, as of June 30, 2025. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2025.

During the quarter ended June 30, 2025, there were no changes in the Company’s internal controls over financial reporting that materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting.

​

​

46

PART II – OTHER INFORMATION

Item 1.  Legal Proceedings

The Company has been named as a defendant in a legal action arising from the conduct of its normal business and employment activities. Management believes that the legal action against the Company is without merit and intends to defend against it. Any liability that could arise with respect to this action is not reasonably estimable as of June 30, 2025 and in the opinion of the Company, any such liability will not have a material adverse effect on the Company’s consolidated financial statements.

Item 1A.  Risk Factors

Not applicable, as the Company is a “smaller reporting company.”

Item 2.  Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

On February 27, 2025, the Company announced a third program to repurchase 153,083 shares of the Company’s outstanding common stock, or approximately 5% of the shares then outstanding. The program has no stated expiration date. The Company had previously announced a stock repurchase program on May 16, 2023 to repurchase up to 164,842 shares, or approximately 5% of the shares outstanding and a second repurchase program on November 9, 2023 to repurchase 161,316 shares, or approximately 5% of the shares outstanding. As of June 30, 2025, the Company had repurchased 366,773 shares under the plans.

​

The following table summarizes the Company’s repurchases of its outstanding shares of common stock during the quarter ended June 30, 2025.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total Number of
Shares Purchased

​

Average Price
Paid Per Share

​

Total Number of
Shares Purchased as Part of Publicly
Announced Plans

​

Maximum Number of
Shares That May
Yet be Purchased
Under the Plans

April 1, 2025 through April 30, 2025

​

14,000

​

$

16.10

​

​

14,000

​

​

151,468

May 1, 2025 through May 31, 2025

​

15,000

​

​

15.70

​

​

15,000

​

​

136,468

June 1, 2025 through June 30, 2025

​

24,000

​

​

16.00

​

​

24,000

​

​

112,468

Total

​

53,000

​

$

15.94

​

​

53,000

​

​

​

​

​

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

During the three months ended June 30, 2025, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of SEC Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement “ (as such term is defined in Item 408 of SEC Regulation S-K).

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47

Item 6.  Exhibits

Exhibit

Number

Description

3.1

Articles of Incorporation of Texas Community Bancshares, Inc. (1)

3.2

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Amended and Restated Bylaws of Texas Community Bancshares, Inc. (2 )

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10.1

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Employment Agreement between Broadstreet Bank, SSB and Jason Sobel (3)

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31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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32.1

Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

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Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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101

The following materials for the quarter ended June 30, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Financial Condition, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements

104

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Cover Page Interactive Data File (embedded within the Inline XBRL document)

(1) Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-254053), as filed on March 9, 2021.
(2) Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (Commission File No. 001-40610), as filed on January 26, 2022.
(3) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-40610), as filed on October 4, 2024.

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48

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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TEXAS COMMUNITY BANCSHARES, INC.

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Date: August 7, 2025

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/s/ Jason Sobel

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Jason Sobel

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President and Chief Executive Officer

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Date: August 7, 2025

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/s/ Julie Sharff

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​

Julie Sharff, CPA

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Chief Financial Officer

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49

TABLE OF CONTENTS
Part I Financial InformationItem 1. Financial StatementsNote 1 - Summary Of Significant Accounting PoliciesNote 2 Earnings Per ShareNote 3 - Debt SecuritiesNote 4 - Loans and Allowance For Credit LossesNote 5 - Off-balance-sheet ActivitiesNote 6 - Supplemental Cash Flow InformationNote 7 - Minimum Regulatory Capital RequirementsNote 8 - Fair Value MeasurementsNote 9 - Employee Stock Ownership PlanNote 10 Subsequent EventsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities, Use Of Proceeds, and Issuer Purchases Of Equity SecuritiesItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits

Exhibits

3.1 Articles of Incorporation of Texas Community Bancshares,Inc.(1) 3.2 Amended and Restated Bylaws of Texas Community Bancshares,Inc.(2) 10.1 Employment Agreement between Broadstreet Bank, SSB and Jason Sobel(3) 31.1 Certification of Chief Executive Officer Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer Pursuant to Section906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer Pursuant to Section906 of the Sarbanes-Oxley Act of 2002