Freedom Financial Holdings Announces Earnings for Third Quarter of 2026 and Amendments to Bylaws

FAIRFAX, Va., Oct. 30, 2026 /PRNewswire/ -- Freedom Financial Holdings (OTCQX: FDVA), (the "Company" or "Freedom"), the holding company for The Freedom Bank of Virginia (the "Bank") today announced net income of $1,194,648 or $0.17 per diluted share for the third quarter of 2026 compared to net income of $289,621 or $0.04 per diluted share for the three months ended June 30, 2026, and net income of $1,122,930 or $0.16 per diluted share for the three months ended September 30, 2025. Net income for the nine months ended September 30, 2026, was $2,644,609 or $0.37 per diluted share, compared to $3,942,172 or $0.55 per diluted share for the nine months ended September 30, 2025.  The Company also announced that its Board of Directors approved and adopted the Amended and Restated Bylaws of the Company, effective as of such date (the "Amended Bylaws").   The Board of Directors of the Company also announced a further authorization to repurchase up to 150,000 shares as it had fulfilled its previous 250,000 share authorized repurchase program.

Joseph J. Thomas, President, and CEO, commented, "We experienced significant improvement in earnings, loan and deposit growth, and credit quality this quarter which we expect to continue into 2027.   The company's net income for the third quarter increased 312% over the second quarter of 2026 and 6.39% compared to the prior year quarter.  Our team worked hard to increase loans held-for-investment by 3.05% and deposits by 2.94% in the third quarter.  We resolved our only OREO asset with a slight recovery to its prior balance sheet valuation and continue to reduce our level of non-performing assets and collect on SBA guaranteed loans.  We also worked hard to reduce expenses to help offset the lower level of mortgage activity due to the meaningful rise in interest rates during the quarter.  Our levels of liquidity and capital continue to provide resiliency at a time of market rate volatility, and this strength has allowed the company to be active in our share buyback program reflecting our confidence in the future performance and value of the stock and authorized additional shares for repurchase. In addition, the Board approved the modernization of the Company's Bylaws to reflect current market practice and provide more clarity to shareholders."

Third Quarter 2026 Highlights include:

The Company posted net income of $1,194,648 or $0.17 per diluted share for the third quarter compared to net income of $289,621 or $0.04 per diluted share for the three months ended June 30, 2026, and net income of $1,122,930 or $0.16 per diluted share for the three months ended September 30, 2025.

• Tangible Book Value per share¹ decreased during the quarter to $11.80 on September 30, 2026, compared to $12.20 on June 30, 2026, due to rising rates and the subsequent change in unrealized loss in Adjusted Other Comprehensive Income ("AOCI").
• Return on Average Assets ("ROAA") was 0.45% for the quarter ended September 30, 2026, compared to ROAA of 0.11% for the quarter ended June 30, 2026, and 0.41% for the three months ended September 30, 2025.
• Return on Average Equity ("ROAE") was 5.59% for the quarter ended September 30, 2026, compared to ROAE of 1.38% for the three months ended June 30, 2026, and 5.57% for the three months ended September 30, 2025.
• Total Assets were $1.06 billion on September 30, 2026, an increase of $20.2 million or 1.94% from total assets on June 30, 2026 as the Bank grew interest bearing deposits and loan and cash balances.
• Loans held-for-investment (excluding PPP loans) increased by $23.3 million or 3.05% during the quarter.
• Total deposits increased by $25.8 million or by 2.94% during the quarter.
•  Non-interest-bearing demand deposits decreased by $5.6 million from the linked quarter to $136.48 million and represented 15.15% of total deposits on September 30, 2026.
• The net interest margin¹ was down by 5 basis points in the third quarter at 2.78% from 2.83% in the linked quarter and increased by 12 basis points compared to the same period in 2025.
• The cost of funds was 2.85% for the second and third quarter, and lower by 34 basis points compared to the same period in 2025, as wholesale funding use was reduced and the market short term rate environment came down from the prior year.
• Non-interest income decreased by 36.0% compared to the linked quarter and decreased by 25.5% compared to the same period in 2025. The decrease in non-interest income in the third quarter of 2026 compared to the linked quarter was due to lower mortgage gain on sale revenue as mortgage volume has retreated as rates have increased. 
• Non-interest expense in the third quarter decreased by 16.88% compared to the linked quarter and increased by 1.74% compared to the same period in 2025. The decrease in non-interest expense compared to the linked quarter was due to OREO losses recognized in Q2 and partially recovered in Q3 when the property was sold.  The increase from the prior year calendar quarter was primarily due to occupancy expense related to the Bank's new Tysons Corner location.
• The Efficiency Ratio² was 79.39% for the quarter ended September 30, 2026, compared to 89.67% for the linked quarter and 77.43% for the same period in 2025.
• Uninsured deposits were 27.85% of total deposits and total liquidity³ was 105.76% of uninsured deposits on September 30, 2026.
• Net charge offs increased in the third quarter and were 0.03% of average loans compared to 0.02% in the prior quarter.  The ratio of non-accrual loans to loans held-for-investment was 3.26% on September 30, 2026, compared to 3.32% on June 30, 2026, and 2.30% on September 30, 2025. The ratio of non-performing assets to total assets was 2.42% on September 30, 2026, compared to 2.57% on June 30, 2026, and 1.65% on September 30, 2025.
• The Company had a loan loss provision of $188,011 in the third quarter, primarily due to the charge-offs of consumer loans. 
• The ratio of the allowance for credit losses to loans held-for-investment was 1.01% compared to 1.06% in the linked quarter.
• The Company continues to be well capitalized and capital ratios continue to be strong with a Leverage ratio of 10.81 %, Common Equity Tier 1 ratio of 13.23%, Tier 1 Risk Based Capital ratio of 13.23% and a Total Capital ratio of 14.17%.

Net Interest Income
The Company recorded net interest income of $7.049 million for the third quarter, higher by 1.00% compared to the linked quarter, and higher by 4.45% compared to the same period in 2025. The net interest margin in the third quarter of 2026 was 2.78%, down 5 basis points compared to the linked quarter and increased by 12 basis points compared to the same period in 2025.

The following factors contributed to the changes in net interest margin during the third quarter of 2026 compared to the linked and calendar quarters.

• Yields on average earning assets were 5.52% in the third quarter of 2026, lower by 5 basis points compared to the linked quarter, and lower by 34 basis points compared to the calendar quarter. The decline in yields on average earning assets in the third quarter was primarily due to lower average loan balances in our held for sale mortgage portfolio which was partially offset by held for investment loan growth late in the quarter.  The reduction from the prior calendar quarter stems primarily from the reduction in market rates in the economic environment that lowered yields on cash and short term securities.
• Loan yields increased by 1 basis point to 6.02% from 6.01% in the linked quarter, while yields on investment securities decreased by 3 basis points from 4.01% to 3.98% in the linked quarter. Loan yields decreased by 37 basis points, while yields on investment securities decreased by 43 basis points compared to the calendar quarter.
• Cost of funds remained flat at 2.85% in both the second and third quarter, and was lower by 34 basis points compared to the calendar quarter. 

Non-interest Income
Non-interest income was $1.061 million for the third quarter, a decrease of 36.0% when compared to the linked quarter and a decrease of 25.48% when compared to the same period in 2025. The decrease in non-interest income in the third quarter of 2026 compared to the linked quarter was primarily due to the decrease in mortgage gain on sale income as mortgage origination slowed due to higher rates in the market.

Total Revenue⁴
Total revenue, defined as the sum of net interest income, before provision for loan losses, and non-interest income, was lower by 6.1% compared to the linked quarter and by 0.77% compared to the calendar quarter in 2025. The decrease in total revenue compared to the linked quarter was due to lower mortgage gain on sale and fee revenue stemming from a higher rate environment. The improvement in net interest income from the prior calendar quarter helped to mitigate the reduction in noninterest income as mortgage activity slowed.

Non-interest Expense
Non-interest expense in the third quarter decreased by 16.88% compared to the linked quarter and increased by 1.74% compared to the same period in 2025. The decrease in non-interest expense compared to the linked quarter primarily relates to OREO activity in the second quarter that was resolved in the third quarter.  The Bank also had reductions in compensation expense in the mortgage unit and lower professional fees due to recovery of legal fees.

The Efficiency Ratio was 79.39% for the quarter ended September 30, 2026, compared to 89.67% for the linked quarter and 77.43% for the same period in 2025.   

Asset Quality
Non-accrual loans decreased in the third quarter to 3.26% of loans held-for-investment compared to 3.32% of loans held-for-investment at the end of the linked quarter, with only a slight net increase in non-accrual loans of $252 thousand, while held-for-investment loans increase by $23 million. Total non-performing assets (defined as the sum of loans on non-accrual, loans greater than 90 days past due and accruing, and OREO assets) were 2.42% of total assets as of September 30, 2026, compared to 2.57% of total assets, at the end of the linked quarter.

The Company recognized a provision for loan losses in the third quarter of $188,011 related to five consumer solar loans charged off in the quarter. 

The Company's ratio of Allowance for Credit Losses to loans held-for-investment was 1.01% as of September 30, 2026, compared to the ratio of Allowance for Credit Losses to loans held-for-investment of 1.06% as of June 30, 2026.

Total Assets
Total assets on September 30, 2026 were $1.06 billion compared to total assets of $1.04 billion on June 30, 2026.  

Total Liabilities
Total liabilities on September 30, 2026, were $977.64 million compared to total liabilities of $953.72 million on June 30, 2026. Total deposits were $900.59 million on September 30, 2026, compared to total deposits of $874.82 million on June 30, 2026.  Non-interest-bearing demand deposits decreased by $5.587 million in the third quarter and comprised 15.15% of total deposits at the end of the third quarter.  Federal Home Loan Bank borrowings remained flat at $45 million during the quarter.

Stockholders' Equity and Capital
Stockholders' equity as of September 30, 2026, was $81.4 million compared to $85.1 million on June 30, 2026, and stockholders' equity of $84.1 million on December 31, 2025. AOCI declined by $4.6 million over the quarter as interest rates rose and the Bank's marked to market assets adjusted accordingly.  The tangible book value of the Company's common stock on September 30, 2026, was $11.80 per share compared to $12.20 on June 30, 2026, and tangible book value per share of $12.05 on December 31, 2025. Excluding AOCI losses/gains⁵, the tangible book value of the Company's common stock on September 30, 2026 was $14.58 per share compared to $14.29 on June 30, 2026, and $14.08 per share on December 31, 2025.

Stock Buyback Program   
In the first quarter of 2026, the Company purchased 43,800 shares pursuant to its previously announced share repurchase program, but made no repurchases in the second quarter.  In the third quarter, the Company repurchased 80,700 shares.  As of September 30, 2026, the Company had repurchased 124,500 of the 250,000 shares authorized for repurchase under the program.  Subsequent to quarter end, the Company utilized the remaining approved capacity and repurchased 125,500 shares.  The Company then authorized a further 150,000 share repurchase program to provide the company with ability to repurchase shares as the market price presents the opportunity and as internal capital creation creates the capacity to do so as part of a disciplined capital management strategy.

Capital Ratios
As of September 30, 2026, the Bank's capital ratios were well above regulatory minimum capital ratios for well-capitalized bank holding companies. The Bank's capital ratios as of September 30, 2026, and June 30, 2026, were as follows:

Bylaw Amendments

The Amended Bylaws amend the Company's Bylaws dated September 20, 2021 (the "Prior Bylaws") to update advance notice provisions and the process for shareholders to request special meetings and establish exclusive forums to adjudicate certain types of disputes involving the Company.

Advance Notice Provisions

Section 2.5 of the Amended Bylaws (the "Advance Notice Provisions") amends the Prior Bylaws to describe the manner and timeframes in which a shareholder of the Company may properly nominate any person for election to the Board of Directors of the Company (the "Board") or bring business before, or at, an annual or special meeting of shareholders. The Advance Notice Provisions set forth the various eligibility requirements that must be met by (i) any shareholder who wishes to bring a nomination or propose any business before a meeting of shareholders and (ii) any nominee for election to the Board, as well as related substantive and procedural requirements that must be met with respect to any such nominations or business.

With respect to the Company's 2027 annual meeting of shareholders, the requirements set forth in the Advance Notice Provisions must be complied with not earlier than the close of business on December 31, 2026 and not later than the close of business on January 30, 2027.  The Advance Notice Provisions are consistent with provisions found in the bylaws of many other community bank holding companies. The Advance Notice Provisions update the Prior Bylaws and provide a procedure that will assist all shareholders in being informed in advance of and providing adequate notice of any and all matters submitted for vote at any meeting of shareholders.

Request for Special Meetings

Section 2.4 of the Amended Bylaws provides that special meetings of shareholders will be called if the Company receives a valid written request from one or more shareholders owning, and having owned continuously for a period of at least one year, not less than 25% of all votes entitled to be cast on any issue proposed to be considered at the special meeting (the "Requisite Percentage"). Among other requirements, the written request must set forth: (i) a description of the business proposed to be brought before the special meeting; (ii) the complete text of any proposal or business to be presented at the special meeting; (iii) the name and address of each requesting shareholder; and (iv) the class and number of shares of the Company owned beneficially by each requesting shareholder, as well as other procedural requirements.

Section 2.4 of the Amended Bylaws modernizes a similar provision provided in the Prior Bylaws and provides a structure that will ensure all shareholders and the Company are informed sufficiently in advance of any business to be considered at a special meeting of shareholders.

Exclusive Forum Provisions

Article 11 of the Amended Bylaws (the "Exclusive Forum Provision") sets the forums available for the adjudication of certain types of disputes involving the Company or related matters.

The Exclusive Forum Provision provides that, unless the Company consents in writing to the selection of an alternative forum, the United States District Court for the Eastern District of Virginia, Alexandria Division, the Circuit Court of the County of Fairfax, Virginia, or any other state court located within the Commonwealth of Virginia shall, to the fullest extent permitted by law, be the sole and exclusive forum for many categories of claims asserted against the Company by its shareholders.

The foregoing description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws. 

About Freedom Financial Holdings, Inc.

Freedom Financial Holdings, Inc. is the holding company of The Freedom Bank of Virginia, a community bank with locations in Fairfax, Reston, Chantilly, Vienna, Tysons Corner, and Manassas, Virginia. For information about deposits, loans and other services, visit the website at www.freedom.bank.

Forward Looking Statements

This release contains forward-looking statements, including our expectations with respect to future events that are subject to various risks and uncertainties. Factors that could cause actual results to differ materially from management's projections, forecasts, estimates, and expectations include: fluctuation in market rates of interest and loan and deposit pricing; general economic and financial market conditions, in the United States generally and particularly in the markets in which the Company operates and in which its loans are concentrated, including the effects of declines in real estate values, increases in unemployment levels, inflation, recessions and slowdowns in economic growth, including as a result of the impact of geopolitical conflicts; the impact of any U.S. federal government shutdown; U.S. and global trade policies and changes, including the impact of the imposition of or changes in tariffs and trade barriers; adverse developments in the financial services industry; maintenance and development of well-established and valued client relationships and referral source relationships; the adequacy or inadequacy of our allowance for credit losses; acquisition or loss of key production personnel; and the potential adverse effects of unusual and infrequently occurring events, such as weather-related disasters, wars, terrorist acts or public health events, and of governmental and societal responses thereto; these potential adverse effects may include, without limitation, adverse effects on the ability of the Company's borrowers to satisfy their obligations to the Company, on the value of collateral securing loans, on the demand for the Company's loans or its other products and services, on incidents of cyberattack and fraud, on the Company's liquidity or capital positions, on risks posed by reliance on third-party service providers, on other aspects of the Company's business operations and on financial markets and economic growth. The Company cautions readers that the list of factors above is not exclusive. The forward-looking statements are made as of the date of this release, and the Company may not undertake steps to update the forward-looking statements to reflect the impact of any circumstances or events that arise after the date the forward-looking statements are made. In addition, our past results of operations are not necessarily indicative of future performance.