S-1

As filed with the United States Securities and Exchange Commission on March 4, 2024

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FB Bancorp, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	6036	[Being Applied For]
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

353 Carondelet Street

New Orleans, Louisiana 70130

(504) 569-8640

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Christopher Ferris

President and Chief Executive Officer

353 Carondelet Street

New Orleans, Louisiana 70130

(504) 569-8640

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Thomas Hutton, Esq. Marc P. Levy, Esq. Luse Gorman, PC 5335 Wisconsin Avenue, N.W., Suite 780 Washington, D.C. 20015 (202) 274-2000 Ross Bevan, Esq. Silver, Freedman, Taff & Tiernan LLP 3299 K Street, N.W., Suite 100 Washington, DC 20007 (202) 295-4500

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

If this Form is filed to register additional shares for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

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 to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Prospectus Supplement

Interests in

FIDELITY BANK 401(k) RETIREMENT PLAN

Offering of Participation Interests of up to 3,179,835 Shares of

FB Bancorp, Inc. Common Stock

In connection with the mutual to stock conversion of Fidelity Bank, a Louisiana-chartered mutual savings bank (“Fidelity”), FB Bancorp, Inc. (“FB Bancorp”), a newly-formed Maryland corporation and the to-be holding company of Fidelity, is offering shares of its common stock for sale at $10.00 per share. Following the stock offering, it is expected that shares of FB Bancorp common stock will be listed on the Nasdaq Capital Markets under the symbol “FBLA.”

In connection with the stock offering, Fidelity is allowing participants in the Fidelity Bank 401(k) Plan (the “401(k) Plan”) to invest a portion of their account balances in FB Bancorp common stock. This prospectus supplement relates to elections by 401(k) Plan participants to direct the trustee of the 401(k) Plan to invest up to 50% of their account balance in the 401(k) Plan in FB Bancorp common stock in connection with the stock offering. Based upon the value of the 401(k) Plan assets at December 31, 2023, the trustee of the 401(k) Plan could purchase up to 3,179,835 shares of FB Bancorp common stock on behalf of participants, at the purchase price of $10.00 per share, in the stock offering.

Before you consider investing, you should read the prospectus of FB Bancorp, dated [date], 2024, which is enclosed with this prospectus supplement. It contains detailed information regarding the conversion, the stock offering of FB Bancorp and the financial condition, results of operations and business of Fidelity. This prospectus supplement provides information regarding the 401(k) Plan. You should read this prospectus supplement together with the prospectus and keep both for future reference.

For a discussion of risks that you should consider, see “Risk Factors” beginning on page   of the attached prospectus, and “Notice of Your Rights Concerning Employer Securities” in this prospectus supplement.

The interests in the 401(k) Plan and the offering of shares of FB Bancorp common stock have not been approved or disapproved by the Board of Governors of the Federal Reserve System, the Securities and Exchange Commission or any other federal or state agency. Any representation to the contrary is a criminal offense.

The securities offered by this prospectus supplement are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

This prospectus supplement may be used only in connection with offers and sales by FB Bancorp in the stock offering of FB Bancorp common stock that may be acquired within the 401(k) Plan. No one may use this prospectus supplement to reoffer or resell interests in shares of FB Bancorp common stock acquired through the 401(k) Plan.

You should rely only on the information contained in this prospectus supplement and the enclosed prospectus. FB Bancorp, Fidelity and the 401(k) Plan have not authorized anyone to provide you with different information.

This prospectus supplement does not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction. Neither the delivery of this prospectus supplement and the enclosed prospectus nor any sale of FB Bancorp common stock shall under any circumstances imply that there has not been a change in the affairs of FB Bancorp, Fidelity or the 401(k) Plan since the date of this prospectus supplement, or that the information contained in this prospectus supplement or incorporated by reference is correct as of any time after the date of this prospectus supplement.

The date of this prospectus supplement is [date], 2024.

TABLE OF CONTENTS

RISK FACTORS	1
THE OFFERING	1
Securities Offered	1
Election to Purchase FB Bancorp Common Stock	2
Purchase Priorities	2
Purchases in the Offering and Oversubscriptions	3
Composition of the FB Bancorp Stock Fund	3
Minimum and Maximum Investment	4
Value of the 401(k) Plan Assets	4
How to Order Stock in the Offering	4
Order Deadline	6
Irrevocability of Transfer Direction	6
Future Direction to Purchase and Sell Common Stock	6
Voting Rights of Common Stock	7
DESCRIPTION OF THE 401(k) PLAN	7
Introduction	7
Eligibility and Participation	7
Contributions under the Plan	7
Limitations on Contributions	8
Benefits under the 401(k) Plan	8
Investment of Contributions and Account Balances	9
Performance History	9
Description of the Investment Funds	10
FB Bancorp Stock Fund	13
Withdrawals from the 401(k) Plan	14
Administration of the 401(k) Plan	14
Amendment and Termination	14
Merger, Consolidation or Transfer	14
Federal Income Tax Consequences	14
Notice of Your Rights Concerning Employer Securities	15
Additional ERISA Considerations	16
Securities and Exchange Commission Reporting and Short-Swing Profit Liability	16
Financial Information Regarding 401(k) Plan Assets	17
LEGAL OPINION	17

RISK FACTORS

In addition to considering the material risks disclosed under “Risk Factors” beginning on page [#] of the attached prospectus, you should also consider the following:

If you elect to purchase FB Bancorp common stock using your 401(k) Plan account balance and the stock offering is oversubscribed, you will bear the risk of price changes in the investment funds of the 401(k) Plan.

If you elect to purchase FB Bancorp common stock using your 401(k) Plan account balance, the 401(k) Plan trustee will sell the designated amount within your 401(k) Plan account among your investment fund balances. If the stock offering is oversubscribed (i.e., there are more orders for FB Bancorp common stock than shares available for sale in the stock offering) and the 401(k) Plan trustee cannot use any or all of the funds you allocate to purchase FB Bancorp common stock, the funds that cannot be invested in FB Bancorp common stock, and any interest earned on such funds, will be reinvested in your existing investment funds of the 401(k) Plan, according to your then existing investment election (i.e., in proportion to your investment direction for future contributions). During the period from when the 401(k) Plan trustee sells a portion of your investment funds until reinvestment of some or all of those funds back into your investment funds as a result of an oversubscription, you will bear the risk of price changes in the investment funds. It is possible that during this period some or all of the investment funds may have increased in value more than the amount of any interest you may have earned on the reinvested funds before reinvestment. See “The Offering – Purchases in the Stock Offering and Oversubscriptions” in this prospectus supplement.

THE OFFERING

Securities Offered Fidelity is offering participants in the 401(k) Plan the opportunity to purchase participation interests in shares of FB Bancorp common stock through the 401(k) Plan. A “participation interest” represents indirect ownership of a share of FB Bancorp common stock that is acquired by the 401(k) Plan and is equivalent to one share of FB Bancorp common stock. In this prospectus supplement, “participation interests” are referred to as shares of FB Bancorp common stock. At the stock offering purchase price of $10.00 per share, and to allow participants to use up to 50% of their account balances, the 401(k) Plan may acquire up to 21,798,350 shares of FB Bancorp common stock in the stock offering, based on the approximate fair market value of the 401(k) Plan’s assets as of December 31, 2023.   Only employees of Fidelity may become participants in the 401(k) Plan and only participants may purchase shares of FB Bancorp common stock through the 401(k) Plan. However, your investment in shares of FB Bancorp common stock in connection with the stock offering is subject to the purchase priorities listed below.   Information regarding the 401(k) Plan is contained in this prospectus supplement and information with respect to the financial condition, results of operations and business of FB Bancorp and Fidelity is contained in the accompanying prospectus. The address of the corporate/main office of FB Bancorp and Fidelity is 353 Carondelet Street, New Orleans, Louisiana 70130, and the telephone number at this address is (504) 569-8640.   Address questions about this prospectus supplement to [name/title], Fidelity Bank, 353 Carondelet Street, New Orleans, Louisiana 70130; telephone number (504) 569-8640; email: [email].   Direct all questions about the stock offering, the prospectus, or obtaining a stock order form to purchase stock in the stock offering outside the 401(k) Plan to the Stock Information Center at [telephone number] (toll-free), Monday through Friday, [times], Central time. The Stock Information Center will be closed on bank holidays.

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Election to Purchase FB Bancorp Common Stock

In connection with the stock offering, you may elect to designate a portion (up to 50%) of your 401(k) Plan account balance to a money market fund called “Stock Purchase,” which will be used to subscribe for FB Bancorp common stock in the stock offering. Before making this election, you should carefully read the prospectus and this prospectus supplement and consider the information set forth on page 16 of this prospectus supplement under “Notice of Your Rights Concerning Employer Securities — The Importance of Diversifying Your Retirement Savings.” The trustee of the FB Bancorp Stock Fund will subscribe to purchase shares of FB Bancorp common stock at $10.00 per share in accordance with your election. However, your election is subject to the purchase priorities and purchase limitations, as described below.

Purchase Priorities

All 401(k) Plan participants are eligible to elect to subscribe for FB Bancorp common stock in the stock offering. However, the elections are subject to the purchase priorities in Fidelity Bank’s Plan of Conversion, which provides for a subscription offering and, if necessary, a community offering. In the stock offering, the purchase priorities are as follows and apply in case more shares of FB Bancorp common stock are ordered than are available for sale (an “oversubscription): Subscription Offering: (1)   Each person with $50 or more on deposit at Fidelity as of the close of business on December 31, 2022, has first priority. (2)   Fidelity’s tax-qualified plans, including the employee stock ownership plan and the 401(k) Plan, have second priority. (3)   Each person with $50 or more on deposit at Fidelity as of the close of business on March 31, 2024, has third priority. (4)   Each Person with a deposit account at Fidelity at the close of business on [date], 2024, has fourth priority. Community Offering: Shares of FB Bancorp common stock not purchased in the subscription offering may be offered for sale to the general public in a “community offering,” with a preference given to natural persons (including trusts of natural persons) in the Louisiana Parishes of Ascension, Caddo, East Baton Rouge, Jefferson, Lafayette, Orleans, St. Tammany and Tangipahoa. If you fall into subscription offering categories (1), (3) or (4) above, you have subscription rights to purchase FB Bancorp common stock in the subscription offering in the highest category and you may use funds (up to 50% of your account balance) in the 401(k) Plan to pay for the FB Bancorp common stock. If you fall into purchase priority (1), (3) or (4), you will separately receive offering materials in the mail, including a stock order form. You may use the stock order form to purchase shares of FB Bancorp common stock outside the 401(k) Plan. Additionally, instead of (or in addition to) placing an order outside the 401(k) Plan using the stock order form, you may place an order for the purchase of FB Bancorp common stock through the 401(k) Plan in the manner described below under “How to Order Stock in the Offering.”

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Purchases in the Offering and Oversubscriptions

The trustee of the 401(k) Plan will subscribe for FB Bancorp common stock in the stock offering in accordance with your election. Once you make your election, the amount that you elect to transfer from your existing investment options for the purchase of FB Bancorp common stock will be sold from your existing investment options and the proceeds will be transferred to the Stock Purchase option (which will be invested in a money market fund during the stock offering period) pending the completion of the stock offering several weeks later. After the end of the stock offering period, we will determine whether all or any portion of your order will be filled (if the stock offering is oversubscribed you may not receive any or all of your order, depending on your purchase priority, as described above). The amount that can be used toward your order will be applied to the purchase of FB Bancorp common stock. Following the closing of the stock offering, your purchased shares of FB Bancorp common stock will be transferred to the 401(k) Plan and will be reflected in your 401(k) Plan account as soon as practicable thereafter. If the stock offering is oversubscribed, and the trustee is unable to use the full amount allocated by you to purchase FB Bancorp common stock in the stock offering, the amount that cannot be invested in shares of FB Bancorp common stock, and any interest earned on that amount, will be transferred from the Stock Purchase option and reinvested in the existing funds of the 401(k) Plan, in accordance with your then existing investment election (in proportion to your investment direction for future contributions). The prospectus describes the allocation procedures in the event of an oversubscription. If you choose not to elect to invest part of your account balances towards the purchase of FB Bancorp common stock in connection with the stock offering, your account balances will remain in the investment funds of the 401(k) Plan as previously directed by you.

Composition of the FB Bancorp Stock Fund

Shares of FB Bancorp common stock purchased by the 401(k) Plan in the stock offering will be transferred to the 401(k) Plan and held in the FB Bancorp Stock Fund. The FB Bancorp Stock Fund is neither a mutual fund nor a diversified or managed investment option. Rather, it is merely a recordkeeping mechanism established by the 401(k) Plan custodian to track the shares purchased by 401(k) Plan participants in the stock offering through the 401(k) Plan. The FB Bancorp Stock Fund will consist solely of shares of FB Bancorp common stock purchased by participants in the 401(k) Plan, which will be initially valued at $10.00 per share (i.e., the purchase price). Following the closing of the stock offering, the aggregate value of the FB Bancorp Stock Fund will be determined each day by dividing the total market value of the fund at the end of the day by the total number of shares held in the fund by all participants as of the previous day’s end. The change in share value reflects the day’s change in stock price of FB Bancorp common stock, and the value of each participation interest should be the same as one share of FB Bancorp common stock. Investment in FB Bancorp common stock involves risks common to investments in shares of common stock. For a discussion of material risks you should consider, see the “Risk Factors” section of the accompanying prospectus and the section of the prospectus supplement called “Notice of Your Rights Concerning Employer Securities” (see below). The portion of your 401(k) Plan account invested in the FB Bancorp Stock Fund will be reported to you on your regular 401(k) Plan participant statements. You can also go online at any time to www.principal.com or call 1-800-547-7754 to review your account balances.

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Minimum and Maximum Investment	In connection with the stock offering, the 401(k) Plan will permit you to use up to 50% of your 401(k) Plan account balance for the purchase of FB Bancorp common stock in the stock offering. The trustee of the 401(k) Plan will subscribe for shares of FB Bancorp common stock offered for sale in the stock offering, in accordance with each participant’s direction. The trustee will pay $10.00 per share, which will be the same price paid by all other persons who purchase shares in the stock offering. To purchase FB Bancorp common stock through the 401(k) Plan, the minimum investment is $250, which will purchase 25 shares. No individual may purchase more than $700,000 (70,000 shares) of FB Bancorp common stock. Furthermore, no person or entity, together with associates or persons acting in concert with such person or entity, may purchase more than $1,200,000 (120,000 shares) of FB Bancorp common stock in all categories of the stock offering combined. Please see the prospectus for further details regarding additional maximum purchase limits for investors in the stock offering.
Value of the 401(k) Plan Assets	As of December 31, 2023, the market value of the assets of the 401(k) Plan attributable to active and former employees of Fidelity was approximately $31,798,350.
How to Order Stock in the Offering	You can elect to transfer up to 50% of your current 401(k) Plan account balance (in whole dollar amounts) to the Stock Purchase option, which will be used by the 401(k) Plan trustee to purchase shares of FB Bancorp common stock. This is done by following the procedures described below. Please note the following conditions concerning this election: •  Your election is subject to a minimum purchase of 25 shares of common stock, which equals $250. Your election, plus any order you placed outside the 401(k) Plan, are together subject to a maximum purchase limit of no more than 70,000 shares of FB Bancorp common stock, which equals $700,000. The prospectus describes an additional purchase limitation of 120,000 shares of FB Bancorp common stock, which equals $1,200,000, for an individual, together with associates or persons acting in concert with such individual. •  The election period for the 401(k) Plan purchases ends at 3:00 p.m., Central time, on [date], 2024 (the “Plan Purchase Period”). •  Your election to purchase common stock in the offering through the 401(k) Plan will be accepted by Principal Financial Group, the recordkeeper of the 401(k) Plan. After your election is accepted by Principal Financial Group, it will be rounded down to the closest dollar amount divisible by $10.00 and will be used by the trustee to purchase shares of FB Bancorp common stock sold in the stock offering. This difference will remain in the Stock Purchase option until the completion of the stock offering, which is expected to be several weeks after the Plan Purchase Period ends. At that time, the FB Bancorp common stock purchased based on your election will be transferred to the 401(k) Plan and any remaining funds will be transferred out of the Stock Purchase option for investment in other funds under the 401(k) Plan, based on your election currently on file for future contributions.

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•  The amount you elect to transfer to the Stock Purchase option will be held separately until the completion of the stock offering. Therefore, this money is not available for distributions, loans, or withdrawals until the stock offering is completed, which is expected to be several weeks after the 401(k) Plan Purchase Period ends.

•  Following the completion of the stock offering, your purchased shares of FB Bancorp common stock will be reflected in your 401(k) Plan account through the FB Bancorp Stock Fund.

Follow these steps to make your election to use your account balance in the 401(k) Plan to purchase shares of FB Bancorp common stock in the stock offering. You are allowed only one election to transfer funds to the Stock Purchase option.

•  Go to www.principal.com and log into your 401(k) Plan account. In Account Login, click on drop down and choose “Personal,” then “GO.” Enter your Username and Password. If you haven’t established your Username and Password, click on the link “Establish your Username and Password” and follow the prompts.

•  On your Personal Summary Page, choose the line for the Fidelity Bank 401(k) Plan and click on “View Details” for your 401(k) Plan account.

•  When you reach “Your Account Overview,” click on “Investments” across the top navigation of the screen, and then click on “Change Investments.”

•  When you reach the “Change Investments” screen, click on the box titled “Move Balances.” Then click on “Make a Transfer.”

•  Click on “Advanced Transfer Features” and choose “dollars,” then enter the amount you would like to transfer “From” each investment. When you have completed transferring “From” each investment, choose “Continue.”

•  Enter the dollars that you will be transferring into the Stock Purchase account. The Stock Purchase account is a money market investment that will hold the funds until the stock offering is concluded. All of the funds that you transferred “From” other investments must be transferred “To” another investment.

When you have completed the “To” portion of the transaction, click “Continue.” You will be taken to a confirmation page. Please review your transaction for accuracy. If you need to make changes, click on “Cancel” or “Start Over” or “Previous” to make changes. If the information is correct, click “Submit Request” to authorize Principal Life Insurance Company to process the request. You will receive a communication in your Message Center confirming your transaction.

After you completed your online election, you will also need to complete the Stock Information Form and return it either by emailing it to [name,title], by faxing it to (504) 312-4578 or by delivering it in person, to be received by [name, title], Fidelity Bank, 353 Carondelet Street, New Orleans, Louisiana 70130; telephone number (504) 569-8640.

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Order Deadline	You must make your election online at www.principal.com and return your Stock Information Form by emailing to [name,title], by faxing it to (504) 312-4578 or by delivering it in person to [name,title], Fidelity Bank, 353 Carondelet Street, New Orleans, Louisiana 70130; telephone number (504) 569-8640; to be received no later than 3:00 p.m., Central time, on [date], 2024.
Irrevocability of Transfer Direction	Once you make an election to transfer amounts to the Stock Purchase option to be used by the 401(k) Plan trustee to purchase FB Bancorp common stock in connection with the stock offering, you may not change your election. Your election is irrevocable. You will, however, continue to have the ability to transfer amounts not directed towards the purchase of FB Bancorp common stock among all of the other investment funds on a daily basis.
Future Direction to Purchase and Sell Common Stock	You will be able to purchase FB Bancorp common stock after the completion of the stock offering through the 401(k) Plan by investing your future contributions through the FB Bancorp Stock Fund, provided, that no more than 50% of your future contributions (both employer and employee) may be invested in the FB Bancorp Stock Fund. Additionally, after the stock offering, you will be able to transfer no more than 50% of your account balance to the FB Bancorp Stock Fund. After the completion of the stock offering, to the extent that shares are available, the trustee of the 401(k) Plan will acquire shares of FB Bancorp common stock at your election in open market transactions at the prevailing price, which may be less than or more than $10.00 per share. In addition, a brokerage commission of $0.05 per share of stock purchased will be charged. You may change your investment allocation on a daily basis. However, please be advised that your ability to buy or sell FB Bancorp common stock within the 401(k) Plan largely depends upon the existence of an active market for the stock. If FB Bancorp common stock is illiquid (meaning there are few buyers and sellers of the stock) on the date you elect to buy or sell FB Bancorp common stock within the 401(k) Plan, your election may not be immediately processed. As a result, the prevailing price for FB Bancorp common stock may be less or more than its fair market value on the date of your election. Special restrictions may apply to purchasing shares of FB Bancorp common stock by 401(k) Plan participants who are subject to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, relating to the purchase and sale of securities by officers, directors and principal stockholders of FB Bancorp. Please note that if you are an officer of the Fidelity who is restricted by regulation from selling shares of FB Bancorp common stock acquired in the stock offering for one year, the FB Bancorp common stock that you purchased in the stock offering through the 401(k) Plan will not be tradable until the one-year trading restriction has lapsed.

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Voting Rights of Common Stock You may direct the 401(k) Plan trustee as to how to vote your shares of FB Bancorp common stock held in the FB Bancorp Stock Fund, if permitted by Fidelity. If the trustee does not receive your voting instructions, the trustee will be directed by Fidelity to vote your shares in the same proportion as the voting instructions received from other participants related to their shares of FB Bancorp common stock held by the 401(k) Plan, provided that such vote is made in accordance with the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). All voting instructions will be kept confidential.

DESCRIPTION OF THE 401(k) PLAN

Introduction

Fidelity originally adopted the 401(k) Plan effective as of May 1, 2000. In connection with the mutual-to-stock conversion of Fidelity, FB Bancorp and Fidelity desire to allow participants to purchase common stock of FB Bancorp in their accounts in the 401(k) Plan, which Fidelity has amended to allow for investments in FB Bancorp common stock. The 401(k) Plan is a tax-qualified plan with a cash or deferred compensation feature established in accordance with the requirements under Section 401(a) and Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”).

Fidelity intends that the 401(k) Plan, in operation, will comply with the requirements under Section 401(a) and Section 401(k) of the Code. Fidelity will adopt any amendments to the 401(k) Plan that may be necessary to ensure the continuing qualified status of the 401(k) Plan under the Code and applicable Treasury Regulations.

ERISA. The 401(k) Plan is an “individual account plan” other than a “money purchase pension plan” within the meaning of ERISA. As such, the 401(k) Plan is subject to all of the provisions of Title I (Protection of Employee Benefit Rights) and Title II (Amendments to the Code Relating to Retirement Plans) of ERISA, except to the funding requirements contained in Part 3 of Title I of ERISA, which by their terms do not apply to an individual account plan (other than a money purchase plan). The 401(k) Plan is not subject to Title IV (Plan Termination Insurance) of ERISA. The funding requirements contained in Title IV of ERISA are not applicable to participants or beneficiaries under the 401(k) Plan.

Reference to Full Text of Plan. This prospectus supplement summarizes certain provisions of the 401(k) Plan. These summaries are not complete and are qualified in their entirety by the full text of the 401(k) Plan. Copies of the 401(k) Plan are available to all employees by filing a request with the 401(k) Plan Administrator c/o Fidelity Bank, Attn: [name,title], Fidelity Bank, 353 Carondelet Street, New Orleans, Louisiana 70130; telephone number (504) 569-8640; email: [email].

Eligibility and Participation

As an employee of Fidelity, you are eligible to become a participant in the 401(k) Plan for purposes of making elective deferral contributions and receiving employer contributions on the entry date coinciding with or immediately upon your completion of 90 days of servcice. The entry dates under the 401(k) Plan are the day you complete the 90 days of service.

As of December 31, 2023, there were approximately [#] active and former employees with account balances in the 401(k) Plan.

Contributions under the Plan

Elective Deferrals. You are permitted to defer up to 100% of your compensation, subject to certain restrictions imposed by the Code, and to have that amount contributed to the 401(k) Plan on your behalf. Your elective deferrals are subject to certain restrictions imposed by the Code, and for 2024, you may defer up to $23,000 and you may defer an additional $7,500 if you qualify for catch-up contributions as described in the next paragraph. The compensation of each participant taken into account under the 401(k) Plan is limited by the Code, and for 2024 the limit is $345,000 (this limit may change on an annual basis). Canceling or changing your contribution percentage can be accomplished by going to www.principal.com.

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Catch-up Contributions. If you have made the maximum amount of elective deferrals allowed by the 401(k) Plan or other legal limits and you have attained at least age 50 (or will reach age 50 prior to the end of the applicable tax year, which is December 31), you are also eligible to make an additional catch-up contribution. In 2024, the maximum catch-up contribution is $7,500. You may authorize Fidelity to withhold a specified dollar amount of your compensation for this purpose.

Employer Contributions. Fidelity currently makes matching contributions to the 401(k) Plan equal to 100% of a participant’s deferrals up to 3% of the participant’s compensation, plus 50% of the participant’s deferrals over 3% but not exceeding 6% of the participant’s compensation. Fidelity may also make discretionary contributions to the plan. Fidelity reserves the right to eliminate or modify the amount of this contribution at any time and from time to time.

Limitations on Contributions

Contribution Limits. For the tax year beginning January 1, 2024, the amount of your elective deferrals may not exceed $23,000 per calendar year, or $30,500, if you are eligible to make catch-up contributions. Contributions in excess of this limit are known as excess deferrals. If you defer amounts in excess of this limitation, your gross income for federal income tax purposes will include the excess in the year of the deferral. In addition, unless the excess deferral is distributed before April 15 of the following year, it will be taxed again in the year distributed. Income on the excess deferral distributed by April 15 of the immediately succeeding year will be treated, for federal income tax purposes, as earned and received by you in the tax year in which the contribution is made.

The total amount of contributions that you make and any contribution your employer makes on your behalf to the 401(k) Plan and other defined contribution tax-qualified retirement plans in one year is generally limited to the lesser of 100% of your compensation or $69,000 (for 2024), or if applicable, $76,500 (for 2023) including catch-up contributions.

Rollovers. You may make a rollover contribution of an eligible rollover distribution from any other qualified retirement plan or an individual retirement account (IRA). These funds will be maintained in a separate rollover account in which you will have a nonforfeitable vested interest.

Benefits under the 401(k) Plan

Vesting. At all times, you have a fully vested, nonforfeitable interest in the portion of your account balance attributable to elective deferrals and your employer contributions under the 401(k) Plan vest at the rate of 20% per year of service beginning after two years of service.

Distribution at Termination of Employment. You will be entitled to receive a distribution of the vested amounts in your account when your employment terminates for any reason. Your benefit will be equal to the vested balance of your account. The 401(k) Plan will make involuntary cash-out distributions of vested account balances in accordance with the plan. If you are not a 5% or more owner of your employer, your required benefit commencement date is the April 1^st following the close of the year in which the later occurs: you attain age 72 ¹⁄₂ or you terminate employment.

Distribution after Death of Participant. If you die, the value of your entire account will be payable to your beneficiary in accordance with the 401(k) Plan.

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Investment of Contributions and Account Balances

All amounts credited to your account under the 401(k) Plan are held in the 401(k) Plan trust (the “Trust”), which is administered by the trustee of the 401(k) Plan. Prior to the effective date of the offering, you were provided the opportunity to direct the investments of your account into one of the investment options described below.

JP Morgan Equity Income R6 Fund

Fidelity 500 Index Fund

DFA US Large Cap Growth Portfolio Institutional Fund

MFS Mid Cap Value R6 Fund

Fidelity Mid Cap Index Fund

JP Morgan Mid Cap Growth R6 Fund

Allspring Special Small Cap Value R6 Fund

Fidelity Small Cap Index Fund

AB Small Cap Growth Portolio Z Fund

Fidelity Total International Index Fund

MFS International Growth R6 Fund

Principal LifeTime Hybrid Income CIT Z

Principal LifeTime Hybrid 2015 CIT Z

Principal LifeTime Hybrid 2020 CIT Z

Principal LifeTime Hybrid 2025 CIT Z

Principal LifeTime Hybrid 2030 CIT Z

Principal LifeTime Hybrid 2035 CIT Z

Principal LifeTime Hybrid 2040 CIT Z

Principal LifeTime Hybrid 2045 CIT Z

Principal LifeTime Hybrid 2050 CIT Z

Principal LifeTime Hybrid 2055 CIT Z

Principal LifeTime Hybrid 2060 CIT Z

Principal LifeTime Hybrid 2065 CIT Z

Principal LifeTime Hybrid 2070 CIT Z

Voya Stable Value Fund II Class VS1

PIMCO Income Institutional Fund

Fidelity US Bond Index Fund

Fidelity Total Bond K6 Fund

Performance History

The following table provides performance data with respect to the investment funds in the Plan:

	Average Annual Total Return (%) (as of December 31, 2023 year end)
Investment Option Name	1-Year			3-Year			5-Year		10-Year
JP Morgan Equity Income R6 Fund		(3.22	)		8.37			8.35		9.20
Fidelity 500 Index Fund		13.83			9.74			12.50		11.80
DFA US Large Cap Growth Portfolio Institutional Fund		13.89			9.97			13.49		12.50
MFS Mid Cap Value R6 Fund		1.57			9.69			9.27		8.41
Fidelity Mid Cap Index Fund		2.94			4.92			8.73		8.92
JP Morgan Mid Cap Growth R6 Fund		9.22			(0.31	)		12.11		11.23
Allspring Special Small Cap Value R6 Fund		2.50			8.69			6.85		7.41
Fidelity Small Cap Index Fund		(2.38	)		1.21			4.88		6.29
AB Small Cap Growth Portolio Z Fund		0.46			(8.09	)		6.04		8.12
Fidelity Total International Index Fund		7.29			1.78			5.08		N/A
MFS International Growth R6 Fund		5.72			2.37			7.56		6.07
Principal LifeTime Hybrid Income CIT Z		10.87			0.36			4.46		3.59

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	Average Annual Total Return (%) (as of December 31, 2023 year end)
Investment Option Name	1-Year		3-Year			5-Year		10-Year
Principal LifeTime Hybrid 2015 CIT Z		11.19		1.20			5.91		4.75
Principal LifeTime Hybrid 2020 CIT Z		12.26		1.78			6.90		5.43
Principal LifeTime Hybrid 2025 CIT Z		13.39		2.37			7.78		6.04
Principal LifeTime Hybrid 2030 CIT Z		15.12		2.83			8.56		6.54
Principal LifeTime Hybrid 2035 CIT Z		16.59		3.53			9.42		7.07
Principal LifeTime Hybrid 2040 CIT Z		18.38		4.24			10.16		7.50
Principal LifeTime Hybrid 2045 CIT Z		19.62		4.80			10.73		7.82
Principal LifeTime Hybrid 2050 CIT Z		20.50		5.18			11.14		8.08
Principal LifeTime Hybrid 2055 CIT Z		20.49		5.37			11.35		8.19
Principal LifeTime Hybrid 2060 CIT Z		20.46		5.48			11.53		8.36
Principal LifeTime Hybrid 2065 CIT Z		20.42		5.52			11.70		N/A
Principal LifeTime Hybrid 2070 CIT Z		N/A		N/A			N/A		N/A
Voya Stable Value Fund II Class VS1		1.69		1.27			N/A		N/A
PIMCO Income Institutional Fund		5.78		0.59			2.93		4.14
Fidelity US Bond Index Fund		1.08		(4.53	)		0.69		1.34
Fidelity Total Bond K6 Fund		2.40		(3.21	)		1.86		N/A

Description of the Investment Funds

JP Morgan Equity Income R6 Fund. The investment seeks capital appreciation and current income. Under normal circumstances, at least 80% of the fund’s assets will be invested in the equity securities of corporations that regularly pay dividends, including common stocks and debt securities and preferred securities convertible to common stock. “Assets” means net assets, plus the amount of borrowings for investment purposes. Although the fund invests primarily in securities of large cap companies, it may invest in equity investments of companies across all market capitalizations.

Fidelity 500 Index Fund. The investment seeks to provide investment results that correspond to the total return performance of common stocks publicly traded in the United States. The fund normally invests at least 80% of assets in common stocks included in the S&P 500(R) Index, which broadly represents the performance of common stocks publicly traded in the United States. It lends securities to earn income.

DFA US Large Cap Growth Portfolio Institutional Fund. The investment seeks to achieve long-term capital appreciation. The Portfolio purchases a broad and diverse group of readily marketable securities of large U.S. companies that the Advisor determines to have high profitability and relative prices compared to other U.S. large cap companies at the time of purchase. As a non-fundamental policy, under normal circumstances, it will invest at least 80% of its net assets in securities of large cap U.S. companies.

MFS Mid Cap Value R6 Fund. The investment seeks capital appreciation. The fund normally invests at least 80% of the fund’s net assets in issuers with medium market capitalizations. The adviser generally defines medium market capitalization issuers as issuers with market capitalizations similar to those of issuers included in the Russell Midcap(R) Value Index over the last 13 months at the time of purchase. It normally invests the fund’s assets primarily in equity securities.

Fidelity Mid Cap Index Fund. The investment seeks to provide investment results that correspond to the total return of stocks of mid-capitalization United States companies. The fund invests normally at least 80% of its assets in securities included in the Russell Midcap(R) Index. It lends securities to earn income.

JP Morgan Mid Cap Growth R6 Fund. The investment seeks growth of capital. Under normal circumstances, at least 80% of the fund’s assets will be invested in equity securities of mid cap companies, including common stocks and debt securities and preferred securities that are convertible to common stocks. “Assets” means net assets, plus the amount of borrowings for investment purposes. The fund invests primarily in common stocks of mid cap companies which the fund’s adviser believes are capable of achieving sustained growth.

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Allspring Special Small Cap Value R6 Fund. The investment seeks long-term capital appreciation. Under normal circumstances, the fund invests: at least 80% of the fund’s net assets in equity securities of small-capitalization companies. It invests principally in equity securities of small-capitalization companies, which the managers define as companies with market capitalizations within the range of the Russell 2000(R) Index at the time of purchase.

Fidelity Small Cap Index Fund. The investment seeks to provide investment results that correspond to the total return of stocks of small-capitalization United States companies. The fund invests normally at least 80% of its assets in securities included in the Russell 2000(R) Index. It lends securities to earn income.

AB Small Cap Growth Portolio Z Fund. The investment seeks long-term growth of capital. The fund invests primarily in a diversified portfolio of equities with relatively smaller capitalizations as compared to the overall U.S. market. It invests at least 80% of its net assets in equities of smaller companies. For these purposes, “smaller companies” are those that, at the time of investment, fall within the lowest 20% of the total U.S. equity market capitalization (excluding, for purposes of this calculation, companies with market capitalizations of less than $10 million). The fund may invest in any company and industry and in any type of equity security with potential for capital appreciation.

Fidelity Total International Index Fund. The investment seeks to provide investment results that correspond to the total return of foreign developed and emerging stock markets. The fund normally invests at least 80% of assets in securities included in the MSCI ACWI (All CountryWorld Index) ex USA Investable Market Index and in depositary receipts representing securities included in the index. The MSCI ACWI (All CountryWorld Index) ex USA Investable Market Index is a market capitalization-weighted index designed to measure the investable equity market performance for global investors of large, mid, and small-cap stocks in developed and emerging markets, excluding the U.S.

MFS International Growth R6 Fund. The investment seeks capital appreciation. The fund normally invests its assets primarily in foreign equity securities, including emerging market equity securities. Equity securities include common stocks and other securities that represent an ownership interest (or right to acquire an ownership interest) in a company or other issuer. The advisor focuses on investing the fund’s assets in the stocks of companies the advisor believes to have above average earnings growth potential compared to other companies (growth companies).

Principal LifeTime Hybrid Income CIT Z. The investment option seeks current income and, as a secondary objective, capital appreciation. To pursue its goal, this Target Date Fund generally invests in affiliated and may invest in nonaffiliated open-ended mutual funds, insurance company separate accounts, and collective trust funds that Principal Trust considers appropriate based on investors who have reached their investment time horizon.

Principal LifeTime Hybrid 2015 CIT Z. The investment option seeks a total return consisting of long-term growth of capital and current income. To pursue its goal, this Target Date Fund generally invests in affiliated open-ended mutual funds, insurance company separate accounts, unaffiliated mutual funds, and unaffiliated collective trust funds that Principal Trust considers appropriate based on the remaining time horizon of a particular Target Date Fund.

Principal LifeTime Hybrid 2020 CIT Z. The investment option seeks a total return consisting of long-term growth of capital and current income. To pursue its goal, this Target Date Fund generally invests in affiliated open-ended mutual funds, insurance company separate accounts, unaffiliated mutual funds, and unaffiliated collective trust funds that Principal Trust considers appropriate based on the remaining time horizon of a particular Target Date Fund.

Principal LifeTime Hybrid 2025 CIT Z. The investment option seeks a total return consisting of long-term growth of capital and current income. To pursue its goal, this Target Date Fund generally invests in affiliated open-ended mutual funds, insurance company separate accounts, unaffiliated mutual funds, and unaffiliated collective trust funds that Principal Trust considers appropriate based on the remaining time horizon of a particular Target Date Fund.

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Principal LifeTime Hybrid 2030 CIT Z. The investment option seeks a total return consisting of long-term growth of capital and current income. To pursue its goal, this Target Date Fund generally invests in affiliated open-ended mutual funds, insurance company separate accounts, unaffiliated mutual funds, and unaffiliated collective trust funds that Principal Trust considers appropriate based on the remaining time horizon of a particular Target Date Fund.

Principal LifeTime Hybrid 2035 CIT Z. The investment option seeks a total return consisting of long-term growth of capital and current income. To pursue its goal, this Target Date Fund generally invests in affiliated open-ended mutual funds, insurance company separate accounts, unaffiliated mutual funds, and unaffiliated collective trust funds that Principal Trust considers appropriate based on the remaining time horizon of a particular Target Date Fund.

Principal LifeTime Hybrid 2040 CIT Z. The investment option seeks a total return consisting of long-term growth of capital and current income. To pursue its goal, this Target Date Fund generally invests in affiliated open-ended mutual funds, insurance company separate accounts, unaffiliated mutual funds, and unaffiliated collective trust funds that Principal Trust considers appropriate based on the remaining time horizon of a particular Target Date Fund.

Principal LifeTime Hybrid 2045 CIT Z. The investment option seeks a total return consisting of long-term growth of capital and current income. To pursue its goal, this Target Date Fund generally invests in affiliated open-ended mutual funds, insurance company separate accounts, unaffiliated mutual funds, and unaffiliated collective trust funds that Principal Trust considers appropriate based on the remaining time horizon of a particular Target Date Fund.

Principal LifeTime Hybrid 2050 CIT Z. The investment option seeks a total return consisting of long-term growth of capital and current income. To pursue its goal, this Target Date Fund generally invests in affiliated open-ended mutual funds, insurance company separate accounts, unaffiliated mutual funds, and unaffiliated collective trust funds that Principal Trust considers appropriate based on the remaining time horizon of a particular Target Date Fund.

Principal LifeTime Hybrid 2055 CIT Z. The investment option seeks a total return consisting of long-term growth of capital and current income. To pursue its goal, this Target Date Fund generally invests in affiliated open-ended mutual funds, insurance company separate accounts, unaffiliated mutual funds, and unaffiliated collective trust funds that Principal Trust considers appropriate based on the remaining time horizon of a particular Target Date Fund.

Principal LifeTime Hybrid 2060 CIT Z. The investment option seeks a total return consisting of long-term growth of capital and current income. To pursue its goal, this Target Date Fund generally invests in affiliated open-ended mutual funds, insurance company separate accounts, unaffiliated mutual funds, and unaffiliated collective trust funds that Principal Trust considers appropriate based on the remaining time horizon of a particular Target Date Fund.

Principal LifeTime Hybrid 2065 CIT Z. The investment option seeks a total return consisting of long-term growth of capital and current income. To pursue its goal, this Target Date Fund generally invests in affiliated open-ended mutual funds, insurance company separate accounts, unaffiliated mutual funds, and unaffiliated collective trust funds that Principal Trust considers appropriate based on the remaining time horizon of a particular Target Date Fund.

Principal LifeTime Hybrid 2070 CIT Z. The investment option seeks a total return consisting of long-term growth of capital and current income. To pursue its goal, this Target Date Fund generally invests in affiliated open-ended mutual funds, insurance company separate accounts, unaffiliated mutual funds, and unaffiliated collective trust funds that Principal Trust considers appropriate based on the remaining time horizon of a particular Target Date Fund.

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Voya Stable Value Fund II Class VS1. The Fund’s investment objective is to provide safety of principal and a competitive yield with low return volatility, while maintaining adequate liquidity to provide for participant-directed distributions or withdrawals at book value, through the investment in a group annuity separate account contract (the “Contract”) issued by Voya Retirement Insurance and Annuity Company. The Contract invests in one or more separate accounts managed by Voya Investment Management LLC. The various investments that make up the separate accounts are blended together to provide a combined daily accrual rate, net of all Fund and portfolio expenses.

PIMCO Income Institutional Fund. The investment seeks to maximize current income; long-term capital appreciation is a secondary objective. The fund invests at least 65% of its total assets in a multi-sector portfolio of Fixed Income Instruments of varying maturities, which may be represented by forwards or derivatives such as options, futures contracts or swap agreements. It may invest up to 50% of its total assets in high yield securities rated below investment grade by Moody’s, S&P or Fitch, or if unrated, as determined by PIMCO.

Fidelity US Bond Index Fund. The investment seeks to provide investment results that correspond to the aggregate price and interest performance of the debt securities in the Bloomberg U.S. Aggregate Bond Index. The fund normally invests at least 80% of the fund’s assets in bonds included in the Bloomberg U.S. Aggregate Bond Index. Its manager uses statistical sampling techniques based on duration, maturity, interest rate sensitivity, security structure, and credit quality to attempt to replicate the returns of the Bloomberg U.S. Aggregate Bond Index using a smaller number of securities. The fund invests in Fidelity’s central funds.

Fidelity Total Bond K6 Fund. The investment seeks a high level of current income. The fund normally invests at least 80% of assets in debt securities of all types and repurchase agreements for those securities. It invests up to 20% of assets in lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds).

An investment in any of the funds listed above is not a bank deposit or savings account and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. As with any mutual fund investment, there is always a risk that you may lose money on your investment in any of the funds listed above.

FB Bancorp Stock Fund

In connection with the stock offering, the 401(k) Plan now offers the FB Bancorp Stock Fund as an additional choice among the investment options described above. The FB Bancorp Stock Fund invests primarily in the shares of common stock of FB Bancorp. In connection with the stock offering, you may, in the manner described earlier, elect to direct the 401(k) Plan trustee to invest up to 50% of your 401(k) Plan account in the FB Bancorp Stock Fund.

As of the date of this prospectus supplement, there is no established market for FB Bancorp common stock. Accordingly, there is no record of the historical performance of the FB Bancorp Stock Fund. Performance of the FB Bancorp Stock Fund will depend on a number of factors, including the financial condition and profitability of FB Bancorp and Fidelity and market conditions for shares of FB Bancorp common stock generally.

Investments in the FB Bancorp Stock Fund involve special risks common to investments in the shares of common stock. In making a decision to invest a part of your account balance in the FB Bancorp Stock Fund, you should carefully consider the information set forth on page 16 of this prospectus supplement under “Notice of Your Rights Concerning Employer Securities – The Importance of Diversifying Your Retirement Savings.”

For a discussion of material risks you should consider, see “Risk Factors” beginning on page 1 of the enclosed prospectus and the section of this prospectus supplement entitled “Notice of Your Rights Concerning Employer Securities” below.

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Withdrawals from the 401(k) Plan

Applicable federal law requires the 401(k) Plan to impose substantial restrictions on the right of a 401(k) Plan participant to withdraw amounts held for his or her benefit under the 401(k) Plan prior to the participant’s termination of employment with Fidelity. A substantial federal tax penalty may also be imposed on withdrawals made prior to the participant’s attainment of age 59 ¹⁄₂, regardless of whether the withdrawal occurs during his or her employment with Fidelity or after termination of employment.

Withdrawal from Your Account Prior to Retirement. Once you have attained age 59 ¹⁄₂, you may request distribution of all or part of the amounts credited to your account attributable to elective deferrals, matching contributions and discretionary employer contributions.

Hardship Withdrawals. If you incur a financial hardship, you may request a withdrawal from the portion of your account attributable to your pre-tax and after-tax elective deferrals.

Rollover Contributions. You may withdraw amounts you contributed to the 401(k) Plan as a rollover contribution twice within any twelve-month period.

Administration of the 401(k) Plan

The 401(k) Plan Trustee. The trustee of the 401(k) Plan is Principal Trust Company. Principal Trust Company serves as trustee for all the investments funds under the 401(k) Plan, except that [name] will serve as trustee of the FB Bancorp Stock Fund only during the stock offering period.

Plan Administrator. Pursuant to the terms of the 401(k) Plan, the 401(k) Plan is administered by the 401(k) Plan administrator. The address of the 401(k) Plan administrator is Fidelity, 353 Carondelet Street, New Orleans, Louisiana 70130. The 401(k) Plan administrator is responsible for the administration of the 401(k) Plan, interpretation of the provisions of the 401(k) Plan, prescribing procedures for filing applications for benefits, preparation and distribution of information explaining the 401(k) Plan, maintenance of plan records, books of account and all other data necessary for the proper administration of the 401(k) Plan, preparation and filing of all returns and reports relating to the 401(k) Plan which are required to be filed with the U.S. Department of Labor and the Internal Revenue Service, and for all disclosures required to be made to participants, beneficiaries and others under Sections 104 and 105 of ERISA.

Reports to Plan Participants. The 401(k) Plan administrator will furnish you a statement at least quarterly showing the balance in your account as of the end of the statement period, the amount of contributions allocated to your account for that period, and any adjustments to your account to reflect earnings or losses (if any). In addition, you can go online to www.principal.com or call 1-(800) 547-7754 at any time to review your account balances.

Amendment and Termination

Fidelity intends to continue the 401(k) Plan indefinitely. Nevertheless, Fidelity may terminate the 401(k) Plan at any time. If the 401(k) Plan is terminated in whole or in part, then regardless of other provisions in the 401(k) Plan, you will have a fully vested interest in your account. Fidelity reserves the right to make any amendment or amendments to the 401(k) Plan which do not cause any part of the trust to be used for, or diverted to, any purpose other than the exclusive benefit of participants or their beneficiaries; provided, however, that Fidelity may make any amendment it determines necessary or desirable, with or without retroactive effect, to comply with ERISA.

Merger, Consolidation or Transfer

In the event of the merger or consolidation of the 401(k) Plan with another plan, or the transfer of the trust assets to another plan, the 401(k) Plan requires that you would receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit you would have been entitled to receive immediately before the merger, consolidation or transfer.

Federal Income Tax Consequences

The following is a brief summary of the material federal income tax aspects of the 401(k) Plan. You should not rely on this summary as a complete or definitive description of the material federal income tax aspects of the 401(k) Plan. Statutory provisions change, as do their interpretations, and their application may vary in individual circumstances. Finally, the consequences under applicable state and local income tax laws may not be the same as under the federal income tax laws. Please consult your tax advisor with respect to any distribution from the 401(k) Plan and transactions involving the 401(k) Plan.

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As a “tax-qualified retirement plan,” the Code affords the 401(k) Plan special tax treatment, including:

(1) the sponsoring employer is allowed an immediate tax deduction for the amount contributed to the 401(k) Plan each year;

(2) participants pay no current income tax on amounts contributed by the employer on their behalf; and

(3) earnings of the 401(k) Plan are tax-deferred, thereby permitting the tax-free accumulation of income and gains on investments.

Fidelity will administer the 401(k) Plan to comply with the requirements of the Code as of the applicable effective date of any change in the law.

Lump-Sum Distribution. A distribution from the 401(k) Plan to a participant or the beneficiary of a participant will qualify as a lump-sum distribution if it is made within one taxable year, on account of the participant’s death, disability or separation from service, or after the participant attains age 59 ¹⁄₂, and consists of the balance credited to the participant under the 401(k) Plan and all other profit sharing plans (and in some cases all other stock bonus plans), if any, maintained by Fidelity. The portion of any lump-sum distribution required to be included in a participant’s taxable income for federal income tax purposes consists of the entire amount of the lump-sum distribution, less the amount of after-tax contributions, if any, the participant has made to the 401(k) Plan and any other profit-sharing plans maintained by Fidelity, which is included in the distribution.

FB Bancorp Common Stock Included in Lump-Sum Distribution. If a lump-sum distribution includes FB Bancorp common stock, the distribution generally will be taxed in the manner described above, except that the total taxable amount may be reduced by the amount of any net unrealized appreciation with respect to FB Bancorp common stock, that is, the excess of the value of FB Bancorp common stock at the time of the distribution over its cost or other basis of the securities to the trust. The tax basis of FB Bancorp common stock, for purposes of computing gain or loss on its subsequent sale, equals the value of FB Bancorp common stock at the time of distribution, less the amount of any net unrealized appreciation. Any gain on a subsequent sale or other taxable disposition of FB Bancorp common stock, to the extent of the amount of net unrealized appreciation at the time of distribution, will constitute long-term capital gain, regardless of the holding period of FB Bancorp common stock. Any gain on a subsequent sale or other taxable disposition of FB Bancorp common stock, in excess of the amount of net unrealized appreciation at the time of distribution, will be considered long-term capital gain. The recipient of a distribution may elect to include the amount of any net unrealized appreciation in the total taxable amount of the distribution, to the extent allowed by regulations to be issued by the Internal Revenue Service.

Distributions: Rollovers and Direct Transfers to Another Qualified Plan or to an IRA. You may roll over virtually all distributions from the 401(k) Plan to another qualified plan or to an IRA in accordance with the terms of the other plan or the IRA.

Notice of Your Rights Concerning Employer Securities

There has been an important change in Federal law that provides specific rights concerning investments in employer securities, such as FB Bancorp common stock. Because you may have investments in the FB Bancorp Stock Fund under the 401(k) Plan in the future, you should take the time to read the following information carefully.

Your Rights Concerning Employer Securities. The 401(k) Plan must allow you to elect to move any portion of your account that is invested in the FB Bancorp Stock Fund from that investment into other investment alternatives under the 401(k) Plan. You may contact the 401(k) Plan Administrator shown above for specific information regarding this new right, including how to make this election. In deciding whether to exercise this right, you will want to give careful consideration to the information below that describes the importance of diversification. All of the investment options under the 401(k) Plan are available to you if you decide to diversify out of the FB Bancorp Stock Fund.

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The Importance of Diversifying Your Retirement Savings. To help achieve long-term retirement security, you should carefully consider the benefits of a well-balanced and diversified investment portfolio. Spreading your assets among different types of investments can help you achieve a favorable rate of return, while minimizing your overall risk of losing money. This is because market or other economic conditions that cause one category of assets, or one particular security, to perform well often cause another asset category, or another particular security, to perform poorly. If you invest more than 20% of your retirement savings in any one company or industry, your savings may not be sufficiently diversified. Although diversification is not a guarantee against loss, it is an effective strategy to help you manage investment risk.

In deciding how to invest your retirement savings, you should consider all of your assets, including any retirement savings outside of the 401(k) Plan. No single approach is right for everyone because, among other factors, individuals have different financial goals, different time horizons for meeting their goals, and different tolerance for risk. Therefore, you should carefully consider the rights described here and how these rights affect the amount of money that you invest in FB Bancorp common stock through the 401(k) Plan.

It is also important to periodically review your investment portfolio, your investment objectives, and the investment options under the 401(k) Plan to help ensure that your retirement savings will meet your retirement goals.

Additional ERISA Considerations

As noted above, the 401(k) Plan is subject to certain provisions of ERISA, including special provisions relating to control over the 401(k) Plan’s assets by participants and beneficiaries. The 401(k) Plan’s feature that allows you to direct the investment of your account balances is intended to satisfy the requirements of Section 404(c) of ERISA relating to control over plan assets by a participant or beneficiary. The effect of this is two-fold. First, you will not be deemed a “fiduciary” because of your investment discretion. Second, no person who otherwise is a fiduciary, such as Fidelity, the 401(k) Plan Administrator, or the 401(k) Plan’s trustee, is liable under the fiduciary responsibility provision of ERISA for any loss which results from your exercise of control over the assets in your Plan account.

Because you will be entitled to invest all or a portion of your account balance in the 401(k) Plan in FB Bancorp common stock, the regulations under Section 404(c) of ERISA require that the 401(k) Plan establish procedures that ensure the confidentiality of your decision to purchase, hold, or sell employer securities, except to the extent that disclosure of such information is necessary to comply with federal or state laws not preempted by ERISA. These regulations also require that your exercise of voting and similar rights with respect to the common stock be conducted in a way that ensures the confidentiality of your exercise of these rights.

Securities and Exchange Commission Reporting and Short-Swing Profit Liability

Section 16 of the Securities Exchange Act of 1934, as amended, imposes reporting and liability requirements on officers, directors, and persons beneficially owning more than 10% of public companies such as FB Bancorp. Section 16(a) of the Securities Exchange Act of 1934 requires the filing of reports of beneficial ownership. Within 10 days of becoming an officer, director or person beneficially owning more than 10% of the shares of FB Bancorp, the individual must file a Form 3 reporting initial beneficial ownership with the Securities and Exchange Commission. Changes in beneficial ownership, such as purchases, sales and gifts, generally must be reported periodically, either on a Form 4 within two business days after the change occurs, or annually on a Form 5 within 45 days after the close of FB Bancorp’s fiscal year. Discretionary transactions in and beneficial ownership of the common stock through the FB Bancorp Stock Fund of the 401(k) Plan by officers and persons beneficially owning more than 10% of the common stock of FB Bancorp generally must be reported to the Securities and Exchange Commission by such individuals.

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In addition to the reporting requirements described above, Section 16(b) of the Securities Exchange Act of 1934, as amended, provides for the recovery by FB Bancorp of profits realized by an officer, director or any person beneficially owning more than 10% of FB Bancorp common stock resulting from non-exempt purchases and sales of FB Bancorp common stock within any six-month period.

The Securities and Exchange Commission has adopted rules that provide exemptions from the profit recovery provisions of Section 16(b) for all transactions in employer securities within an employee benefit plan, provided certain requirements are met. These requirements generally involve restrictions upon the timing of elections to acquire or dispose of employer securities for the accounts of Section 16(b) persons.

Except for distributions of FB Bancorp common stock due to death, disability, retirement, termination of employment or under a qualified domestic relations order, persons subject to Section 16(b) are required to hold shares of FB Bancorp common stock distributed to them from the 401(k) Plan for six months following such distribution and are prohibited from directing additional purchases within the FB Bancorp Stock Fund for six months after receiving such a distribution.

Financial Information Regarding 401(k) Plan Assets

Financial information regarding the net assets available for 401(k) Plan benefits and the change in net assets available for 401(k) Plan benefits is available upon written request to the 401(k) Plan Administrator at the address shown above.

LEGAL OPINION

The validity of the issuance of the Fidelity Bancorp common stock has been passed upon by Luse Gorman, PC, Washington, D.C., which firm acted as special counsel to FB Bancorp in connection with FB Bancorp’s stock offering.

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PROSPECTUS

[LOGO OF FB BANCORP, INC.]

(Proposed Holding Company for Fidelity Bank)

Up to 17,250,000 Shares of Common Stock

(Subject to Increase to up to 19,837,500 Shares)

FB Bancorp, Inc., referred to as “FB Bancorp” throughout this prospectus, is offering shares of common stock for sale at $10.00 per share in connection with the conversion of Fidelity Bank, referred to as “Fidelity Bank” throughout this prospectus, from the mutual form of organization to the stock form of organization. There is currently no market for our common stock. We expect our common stock to be listed on the Nasdaq Capital Market under the symbol “FBLA” upon the completion of the conversion and stock offering. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, referred to as the JOBS Act throughout this prospectus.

The shares of common stock are first being offered for sale in a subscription offering to eligible depositors of Fidelity Bank and to tax-qualified employee benefit plans of Fidelity Bank. Shares not purchased in the subscription offering may be offered for sale to the general public in a community offering, with a preference given to natural persons (including trusts of natural persons) residing in Ascension, Caddo, East Baton Rouge, Jefferson, Lafayette, Orleans, St. Tammany and Tangipahoa Parishes in Louisiana. Any shares of common stock not purchased in the subscription offering or the community offering may be offered for sale to the public through a syndicate of broker-dealers, referred to as the “syndicated community offering” throughout this prospectus. The syndicated community offering, if held, may commence before the subscription offering and the community offerings (including any extensions) have expired. However, no shares purchased in the subscription offering or the community offering will be issued until the completion of any syndicated community offering. We may sell up to 19,837,500 shares of common stock because of demand for the shares of common stock or changes in market conditions, without resoliciting subscribers. We must sell a minimum of 12,750,000 shares to complete the conversion and stock offering.

The minimum purchase order is 25 shares. Generally, no individual, or individuals acting through a single qualifying account held jointly, may purchase more than 70,000 shares ($700,000) of common stock, and no person or entity together with associates or persons acting in concert with such person or entity, may purchase more than 120,000 shares ($1.2 million) of common stock in all categories of the stock offering combined.

The subscription offering will expire at 5:00 p.m., Central time, on [expiration date]. We expect that the community offering, if held, will expire at the same time. We may extend the expiration date of the subscription offering and any community offering without notice to you until [extension date], or longer if the Louisiana Office of Financial Institutions, referred to as the “LOFI” throughout this prospectus, and the Federal Deposit Insurance Corporation, referred to as the “FDIC” throughout this prospectus, approves a later date. No single extension may exceed 90 days and the stock offering must be completed by [final extension date]. Once submitted, orders are irrevocable unless the subscription offering and/or the community offering are terminated or extended, with regulatory approval, beyond [extension date], or the number of shares of common stock to be sold is increased to more than 19,837,500 shares or decreased to less than 12,750,000 shares. If the subscription offering and any community offering are extended beyond [extension date], all subscribers will be notified and given the opportunity to confirm, change or cancel their orders. If you do not respond to the notice of extension, we will promptly return your funds with interest or cancel your deposit account withdrawal authorization. If the number of shares to be sold in the stock offering is increased to more than 19,837,500 shares or decreased to less than 12,750,000 shares, we will resolicit subscribers, and all funds delivered to us to purchase shares of common stock in the subscription offering and any community offering will be returned promptly with interest. Funds received in the subscription offering and any community offering will be held in a segregated account at Fidelity Bank and will earn interest at 0.05% per annum until completion or termination of the stock offering.

Performance Trust Capital Partners, LLC, referred to as “Performance Trust” throughout this prospectus, will assist us in selling our shares of common stock on a best efforts basis in the subscription offering and any community offering, and will serve as sole manager for any syndicated community offering. Performance Trust is not required to purchase any shares of common stock we are offering for sale.

OFFERING SUMMARY

Price: $10.00 per share

	Minimum		Midpoint		Maximum		Adjusted Maximum
Number of shares		12,750,000		15,000,000		17,250,000		19,837,500
Gross offering proceeds	$	127,500,000	$	150,000,000	$	172,500,000	$	198,375,000
Estimated offering expenses, excluding selling agent fees and expenses (1) (2)	$	1,550,000	$	1,550,000	$	1,550,000	$	1,550,000
Selling agent fees and expenses (1)	$	1,286,000	$	1,483,000	$	1,680,000	$	1,906,000
Estimated net proceeds	$	124,664,000	$	146,967,000	$	169,270,000	$	194,919,000
Estimated net proceeds per share (1)	$	9.78	$	9.80	$	9.81	$	9.83

(1) See “The Conversion and Stock Offering – Plan of Distribution; Selling Agent and Underwriter Compensation” for a discussion of Performance Trust’s compensation for this stock offering including any compensation to be received by Performance Trust and other broker-dealers for any syndicated community offering.

(2) Excludes records agent fees and expenses payable to Performance Trust, which are included in estimated offering expenses. See “The Conversion and Stock Offering – Stock Information Center Management.”

This investment involves a degree of risk, including the possible loss of principal.

See “Risk Factors” beginning on page 12.

These securities are not deposits or accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Neither the Securities and Exchange Commission, the Louisiana Office of Financial Institutions, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

For assistance, contact the Stock Information Center at _________.

The date of this prospectus is ________, 2024.

TABLE OF CONTENTS

	Page
SUMMARY		1
RISK FACTORS		12
SELECTED FINANCIAL AND OTHER DATA OF FIDELITY BANK		26
FORWARD-LOOKING STATEMENTS		28
HOW WE INTEND TO USE THE PROCEEDS FROM THE STOCK OFFERING		30
OUR DIVIDEND POLICY		31
MARKET FOR THE COMMON STOCK		32
HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE		33
CAPITALIZATION		34
PRO FORMA DATA		35
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		39
BUSINESS OF FB BANCORP		50
BUSINESS OF FIDELITY BANK		50
REGULATION AND SUPERVISION		65
TAXATION		75
MANAGEMENT		76
SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS		89
THE CONVERSION AND STOCK OFFERING		90
RESTRICTIONS ON ACQUISITION OF FB BANCORP		109
DESCRIPTION OF CAPITAL STOCK OF FB BANCORP		115
TRANSFER AGENT		116
EXPERTS		116
LEGAL MATTERS		116
WHERE YOU CAN FIND ADDITIONAL INFORMATION		117
INDEX TO FINANCIAL STATEMENTS OF FIDELITY BANK		F-1

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SUMMARY

The following summary provides material information about Fidelity Bank’s mutual-to-stock conversion and the related stock offering of FB Bancorp common stock. It may not contain all of the information that is important to you. For additional information before making an investment decision, you should read this entire document carefully, including the financial statements and the notes to the financial statements, as well as the section entitled “Risk Factors.”

FB Bancorp, Inc.

FB Bancorp, a newly formed Maryland corporation, is offering for sale shares of its common stock in connection with the conversion of Fidelity Bank from a mutual savings bank (meaning it has no stockholders) to a stock savings bank. Upon completion of the conversion and stock offering, FB Bancorp will be 100% owned by its stockholders and Fidelity Bank will be 100% owned by FB Bancorp. FB Bancorp was incorporated on February 29, 2024, and has not engaged in any business to date. Upon completion of the conversion and stock offering, FB Bancorp will register as a bank holding company and will be subject to comprehensive regulation and examination by the Board of Governors of the Federal Reserve System, referred to as the “Federal Reserve Board” throughout this prospectus.

FB Bancorp’s principal office is located at 353 Carondelet Street, New Orleans, Louisiana 70130, and its telephone number at that address is (504) 569-8640.

Fidelity Bank

Originally chartered in 1908 under the name “The Fidelity Homestead Association,” Fidelity Bank is a Louisiana-chartered mutual savings bank headquartered in New Orleans, Louisiana, with 18 full-service branches, two drive-up branches and 14 stand-alone ATMs located in southern Louisiana. We conduct our operations from our main office in New Orleans, Louisiana. In January 2014, Fidelity Bank acquired the net assets of NOLA Lending Group, referred to as “NOLA” throughout this prospectus, and established NOLA as a fully-owned division of Fidelity Bank. NOLA currently operates 14 loan production offices and originates all of our residential mortgages, primarily for resale, in southern Louisiana, the Florida panhandle and Mississippi. We consider our primary market areas for deposit gathering and origination of loans held for investment to be southern Louisiana and for origination of loans held for sale to be southern Louisiana, the Florida panhandle and Mississippi.

Our business consists primarily of taking deposits from the general public and investing those deposits, together with funds generated from operations, in one- to four-family residential mortgage loans secured by properties located in our primary market areas. We also originate residential construction loans, commercial real estate loans (which includes commercial mortgage, commercial construction and land development loans), commercial loans (which includes commercial and industrial, small business and other commercial loans not secured by real estate), home equity loans and lines of credit, and consumer loans.

In recent years, we have increased, at a managed pace and consistent with what we believe to be conservative underwriting standards, our originations of higher yielding commercial real estate loans. We intend to continue that focus after the conversion and stock offering.

Our primary revenue source is interest income earned on loans and investments. Non-interest income is also a revenue source.

At December 31, 2023, we had total assets of $1.12 billion, total deposits of $769.3 million and total equity of $156.7 million. We had net income of $1.1 million for the year ended December 31, 2023, and net income of $2.1 million for the year ended December 31, 2022.

We are subject to comprehensive regulation and examination by the LOFI, our primary state regulator, and the FDIC, our primarily federal regulator.

Our main office is located at 353 Carondelet Street, New Orleans, Louisiana 70130, and our telephone number at that address is (504) 569-8640. Our website address is www.bankwithfidelity.com. Information on our website is not incorporated into this prospectus and should not be considered part of this prospectus.

Business Strategy

Our principal objective is to build long-term value for our stockholders by operating a profitable community financial institution dedicated to meeting the banking needs of our customers and community. Highlights of our current business strategy include:

• continuing to seek to grow and diversify our loan portfolio prudently by increasing originations of commercial real estate and commercial loans in an effort to increase the overall loan portfolio yield;

• continuing NOLA’s focus on originating residential mortgage loans at its current pace primarily for sale into the secondary market;

• maintaining our strong asset quality through conservative loan underwriting;

• continuing to attract and retain customers in our current market areas and growing our low-cost “core” deposit base while expanding our offices and banking activity into the Baton Rouge and Lafayette, Louisiana markets;

• continuing to implement and invest in both our online banking infrastructure and our fully digital bank (“Andi”) in order to meet current customer needs as well as expand our customer base in existing and new markets;

• remaining a community-oriented institution relying on high quality service to maintain and build a loyal local customer base; and

• continuing to grow through organic growth while also considering opportunistic acquisitions or branching.

We expect the strategies outlined above to guide our investment of the net proceeds of the stock offering. We intend to continue to pursue these business strategies after the conversion and the stock offering, subject to any changes necessitated by future market conditions and other factors. See “Business of Fidelity Bank” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Business Strategy” for a further discussion of our business strategy.

Reasons for the Conversion and Stock Offering

Consistent with our business strategy, our primary reasons for converting to stock form and raising additional capital through the stock offering are:

• to increase capital to support future growth and profitability;

• to retain and attract qualified personnel by establishing stock-based benefit plans for management and employees;

• to offer our customers and employees an opportunity to purchase an equity interest in Fidelity Bank by purchasing shares of common stock of FB Bancorp; and

• to pursue opportunistic acquisitions and partnerships.

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At December 31, 2023, Fidelity Bank was considered “well capitalized” for regulatory purposes. The proceeds from the stock offering will further improve our capital position to support expected future growth and profitability.

See “The Conversion and Stock Offering” for a more complete discussion of our reasons for conducting the conversion and stock offering.

Terms of the Stock Offering

FB Bancorp is offering for sale between 12,750,000 shares and 17,250,000 shares of common stock to eligible depositors of Fidelity Bank and to Fidelity Bank’s tax-qualified employee benefit plans in a subscription offering. To the extent shares remain available, we may offer shares for sale in a community offering, with a preference given to natural persons (and trusts of natural persons) residing in Ascension, Caddo, East Baton Rouge, Jefferson, Lafayette, Orleans, St. Tammany and Tangipahoa Parishes in Louisiana. We may also offer for sale shares of common stock not purchased in the subscription offering or in any community offering to the general public in a syndicated community offering. The number of shares of common stock to be sold may be increased to up to 19,837,500 shares as a result of demand for the shares of common stock in the stock offering or changes in market conditions. Unless the number of shares of common stock offered for sale is increased to more than 19,837,500 shares or decreased to fewer than 12,750,000 shares, or the stock offering is extended beyond [extension date], subscribers will not have the opportunity to change or cancel their stock orders once submitted. If the stock offering is extended past [extension date], we will resolicit subscribers and you will have the opportunity to confirm, change or cancel your order within a specified period of time. If you do not respond during that period of time, your stock order will be cancelled and your deposit account withdrawal authorizations will be cancelled or your funds submitted will be returned promptly with interest at 0.05% per annum. If the number of shares offered for sale is increased to more than 19,837,500 shares or decreased to fewer than 12,750,000 shares, all subscribers’ stock orders will be cancelled, their deposit account withdrawal authorizations will be cancelled and funds delivered for the purchase of shares of common stock in the stock offering will be returned promptly with interest at 0.05% per annum. We will give these subscribers an opportunity to place new orders for a specified period of time.

The shares of common stock are being offered for sale at a purchase price of $10.00 per share. All investors will pay the same purchase price per share. Investors will not be charged a commission to purchase shares of common stock in the stock offering. Performance Trust, our marketing agent for the stock offering, will use its best efforts to assist us in selling shares of our common stock but is not obligated to purchase any shares of common stock in the stock offering.

Important Risks in Owning FB Bancorp’s Common Stock

Before you order shares of our common stock, you should read the “Risk Factors” section beginning on page 12 of this prospectus.

How We Determined the Offering Range and the $10.00 per Share Purchase Price

The amount of common stock FB Bancorp is offering for sale is based on an independent appraisal of the estimated pro forma market value of FB Bancorp, assuming the conversion and stock offering are completed. FinPro Capital Advisors, Inc., referred to as “FinPro” throughout this prospectus, our independent appraiser, has estimated that, as of February 14, 2024, this market value was $150,000,000. Based on LOFI and FDIC regulations, this market value forms the midpoint of a valuation range with a minimum of $127,500,000 and a maximum of $172,500,000. Based on this valuation and the $10.00 per share purchase price, the number of shares of common stock being offered for sale in the stock offering ranges from a minimum of 12,750,000 shares to a maximum of 172,500,000 shares. We may sell up to 19,837,500 shares of common stock because of demand for the shares or changes in market conditions without resoliciting subscribers. The $10.00 per share purchase price was selected primarily because it is the price most commonly used in mutual-to-stock conversions of financial institutions.

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The appraisal is based in part on Fidelity Bank’s financial condition and results of operations, the pro forma effect of the additional capital raised by the sale of shares of common stock in the stock offering and an analysis of a peer group of 12 publicly traded thrift holding companies with assets of between $555 million and $2.8 billion as of December 31, 2023 that FinPro considers comparable to FB Bancorp. See “The Conversion and Stock Offering – Determination of Share Price and Number of Shares to be Issued.”

The following table presents a summary of selected pricing ratios for the peer group companies and for FB Bancorp (on a pro forma basis) that FinPro utilized in its appraisal. See “The Conversion and Stock Offering – Determination of Share Price and Number of Shares to be Issued” for information regarding the peer group companies. These ratios are based on FB Bancorp’s book value, tangible book value and core earnings as of and for the 12 months ended December 31, 2023. The peer group ratios are based on the latest date for which complete financial data are publicly available and stock prices as of February 2, 2023. Compared to the average pricing of the peer group, our pro forma pricing ratios at the midpoint of the offering range indicate a discount of 38.8% on a price-to-book value basis and a discount of 38.3% on a price-to-tangible book value basis.

	Price-to-core earnings multiple (1)			Price-to-book value ratio			Price-to-tangible book value ratio
FB Bancorp (pro forma basis, assuming completion of the conversion and stock offering):
Adjusted Maximum		40.0	%		60.5	%		61.6	%
Maximum		38.5	%		56.5	%		57.6	%
Midpoint		37.0	%		52.5	%		53.6	%
Minimum		35.7	%		47.9	%		49.0	%
Valuation of peer group companies, all of which are fully converted (historical basis):
Average		28.9x			81.3x			85.5x
Median		13.6x			83.0x			86.8x

(1) Price-to-earnings multiples calculated by FinPro are based on an estimate of “core” or recurring earnings. These ratios are different from those presented in “Pro Forma Data.”

The independent appraisal does not indicate trading market value. Do not assume or expect that our valuation as indicated in the appraisal means that after the conversion and stock offering the shares of our common stock will trade at or above the $10.00 per share purchase price. Furthermore, FinPro used the pricing ratios presented in the appraisal to estimate our pro forma appraised value for regulatory purposes and not to compare the relative value of shares of our common stock with the value of the common stock of the institutions in the peer group. The value of the common stock of any company may be affected by a number of factors such as financial performance, asset size and market location.

For a more complete discussion of the amount of common stock we are offering for sale and the independent appraisal, see “The Conversion and Stock Offering – Determination of Share Price and Number of Shares to be Issued.”

How We Intend to Use the Proceeds from the Stock Offering

Fidelity Bank will receive from FB Bancorp a capital contribution equal to at least 50% of the net proceeds of the stock offering. Based on this formula, we anticipate that FB Bancorp will invest, at the minimum, midpoint, maximum and adjusted maximum of the offering range, approximately $62.3 million, $73.5 million, $84.6 million and $97.5 million, respectively, of the net proceeds from the stock offering in Fidelity Bank. Assuming we sell 15,000,000 shares of common stock in the stock offering at the midpoint of the offering range, resulting in net proceeds of $147.0 million, based on the above formula, we anticipate that FB Bancorp will invest $73.5 million in Fidelity Bank and retain the remaining $73.5 million of net proceeds. A portion of the net proceeds invested in Fidelity Bank may be used to pay off Fidelity Bank’s $120.0 million borrowing under the Federal Reserve Board’s Bank Term Funding Program. The borrowing carries a fixed rate of 4.84% and is prepayable at any time without penalty.

FB Bancorp may use the remaining funds that it retains to repurchase shares of common stock (subject to compliance with regulatory requirements), to pay cash dividends, for investments, or for other general corporate purposes. Fidelity Bank intends to invest the net proceeds it receives from FB Bancorp to pay off the existing Federal Reserve Board’s Bank Term Funding Program advance, fund new loans, enhance existing products and services, invest in securities, or for general corporate purposes.

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For more information, see “How We Intend to Use the Proceeds from the Stock Offering.”

Persons Who May Order Shares of Common Stock in the Stock Offering

We are offering the shares of common stock in a subscription offering in the following order of priority:

First, to depositors with accounts at Fidelity Bank with aggregate balances of at least $50 as of the close of business on December 31, 2022.

Second, to Fidelity Bank’s tax-qualified employee benefit plans (including its employee stock ownership plan), which will receive, without payment, non-transferable subscription rights to purchase in the aggregate up to 10% of the shares of common stock sold in the stock offering. We expect the employee stock ownership plan to purchase up to 8% of the shares of common stock sold in the stock offering.

Third, to depositors with accounts at Fidelity Bank with aggregate balances of at least $50 as of the close of business on March 31, 2024.

Fourth, to depositors of Fidelity Bank as of the close of business on _______, 2024.

Shares of common stock not purchased in the subscription offering may be offered for sale in a community offering, with a preference given to natural persons (and trusts of natural persons) residing in Ascension, Caddo, East Baton Rouge, Jefferson, Lafayette, Orleans, St. Tammany and Tangipahoa Parishes in Louisiana. If held, the community offering may begin concurrently with, during or after the subscription offering. We also may offer for sale shares of common stock not purchased in the subscription offering or in any community offering to the general public through a syndicated community offering, which will be managed by Performance Trust. We have the right to accept or reject, in our sole discretion, orders received in any community offering or syndicated community offering. Any determination to accept or reject stock orders in any community offering or syndicated community offering will be based on the facts and circumstances available to management at the time of the determination.

If we receive orders for more shares than we are offering for sale, we may not be able to fill your order, in full or in part. Shares will be allocated first to categories in the subscription offering. A detailed description of the subscription offering, the community offering and the syndicated community offering, as well as a discussion regarding allocation procedures, can be found in the section of this prospectus entitled “The Conversion and Stock Offering.”

Limits on How Much Common Stock You May Purchase

The minimum number of shares of common stock that may be purchased is 25.

Generally, no individual, or individuals acting through a single qualifying account held jointly, may purchase more than the greater of: (i) 70,000 shares ($700,000) of common stock; (ii) 0.10% of the total number of shares of common stock issued in the stock offering, or (iii) 15 times the product (rounded down to the next whole number) obtained by multiplying the total number of shares of capital stock to be issued by a fraction of which the numerator is the amount of the qualifying deposit of the eligible account holder and the denominator is the total amount of qualifying deposits of all eligible account holders in the applicant, subject to the overall purchase limitations. If there is an oversubscription to the conversion stock, shares shall be allocated among subscribing eligible account holders so as to permit each such account holder, to the extent possible, to purchase a number of shares sufficient to make that person’s total allocation equal to 100 shares.

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Any remaining shares will be allocated among the subscribing eligible account holders whose subscriptions remain unsatisfied in the proportion that the amount of the qualifying deposit of each eligible account holder whose subscription remains unsatisfied bears to the total amount of the qualifying deposits of all eligible account holders whose subscriptions remain unsatisfied. If the amount so allocated exceeds the amount subscribed for by any one or more eligible account holders, the excess shall be reallocated (one or more times as necessary) among those eligible account holders whose subscriptions are still not fully satisfied on the same principle until all available shares have been allocated.

. If any of the following persons purchase shares of common stock, their purchases, in all categories of the stock offering combined, when combined with your purchases, cannot exceed 120,000 shares ($1.2 million) of common stock:

• any relative or spouse of yours, or any relative of your spouse, who has the same legal residence as or shares living quarters with you;

• any corporation or organization (other than FB Bancorp, Fidelity Bank or a majority-owned subsidiary of such entities) of which you, or members of your immediate family, is an officer, director or partner, or is directly or indirectly, the beneficial owner of 10.0% or more of any class of equity securities;

• any trust or other estate (excluding any employee stock benefit plans) in which you have a substantial beneficial interest or as to which you serve as trustee or a similar fiduciary capacity;

• other persons who may be your associates; or

• any person or entity who may be acting in concert with you. To act in concert includes knowingly participating in a joint activity or an interdependent conscious parallel action towards a common goal, regardless of the existence or lack of an express agreement.

Unless we determine otherwise, persons having joint account relationships, persons having the same address and persons exercising subscription rights through qualifying accounts registered to the same address will be subject to the overall purchase limitation of 120,000 shares ($1.2 million). See the detailed definitions of “associate” and “acting in concert” in the section of this prospectus entitled “The Conversion and Stock Offering – Limitations on Common Stock Purchases.”

Subject to LOFI and FDIC approval, we may increase or decrease the purchase limitations at any time. See the detailed description of the purchase limitations in the section of this prospectus entitled “The Conversion and Stock Offering – Limitations on Common Stock Purchases.”

How You May Purchase Shares of Common Stock in the Subscription Offering and in any Community Offering

In the subscription offering, and in any community offering, you may pay for your shares only by:

• personal check, bank check or money order made payable to FB Bancorp, Inc.; or

• authorizing us to withdraw available funds (without any early withdrawal penalty) from your account(s) maintained with Fidelity Bank, other than individual retirement accounts (IRAs).

You may not use any type of third-party check to pay for shares of common stock. Do not submit cash. Wire transfers will not be accepted. Applicable regulations prohibit Fidelity Bank from lending funds or extending credit to any person to purchase shares of common stock in the stock offering. You may not submit a Fidelity Bank line of credit check. You may not designate withdrawal from Fidelity Bank’s accounts with check-writing privileges; instead, submit a check drawn against such account. If you request a direct withdrawal, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and will immediately withdraw the amount from your checking account(s). You may not authorize direct withdrawal from a Fidelity Bank IRA. See “— Using Individual Retirement Account Funds.”

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You may subscribe for shares of common stock in the subscription and community offerings by delivering a signed and completed original stock order form, together with full payment payable to FB Bancorp, Inc. or authorization to withdraw funds from one or more of your Fidelity Bank deposit accounts, provided that the stock order form is received (not postmarked) before 5:00 p.m., Central time, on [expiration date], which is the expiration of the subscription offering period. You may submit your stock order form and payment by (1) overnight delivery to the address indicated on the stock order form for this purpose; (2) in-person delivery to our Stock Information Center located at Fidelity Bank’s Severn location at 2509 Severn Avenue, Metairie, Louisiana 70002; or (3) regular mail using the stock order postage paid reply envelope provided. In-person delivery of stock order forms will be accepted only at the Stock Information Center. Do not deliver your stock order form to any other of Fidelity Bank’s offices. The Stock Information Center is open Monday through Friday between 9:00 a.m. and 5:00 p.m., Central Time, excluding bank holidays. Do not mail stock order forms to Fidelity Bank’s offices.

For a complete description of how to purchase shares in the stock offering, see “The Conversion and Stock Offering – Procedure for Purchasing Shares in the Subscription Offering and any Community Offering.”

Using Individual Retirement Account Funds to Purchase Shares of Common Stock

You may be able to subscribe for shares of common stock using funds in your Individual Retirement Account, referred to as an “IRA” throughout this prospectus, or other retirement account. If you wish to use some or all of the funds in your Fidelity Bank IRA or other retirement account, the applicable funds must be first transferred to a self-directed account maintained by an independent custodian or trustee, such as a brokerage firm, and the purchase must be made through that account. If you do not have such an account, you will need to establish one before placing your stock order. An annual administrative fee may be payable to the independent custodian or trustee. Because individual circumstances differ and the processing of retirement fund orders takes additional time, we recommend that you contact our Stock Information Center as soon as possible, but in no event less than two weeks before the [expiration date] offering deadline, for assistance with purchases using funds in your IRA or other retirement account you may have at Fidelity Bank or elsewhere. Whether you may use such funds to purchase shares in the stock offering may depend on timing constraints and, possibly, limitations imposed by the institution where the funds are held.

For a complete description of how to use IRA funds to purchase shares in the stock offering, see “The Conversion and Stock Offering – Procedure for Purchasing Shares in the Subscription Offering and any Community Offering – Using Individual Retirement Account Funds.”

Purchases by Executive Officers and Directors

We expect our directors and executive officers, together with their associates, to subscribe for 451,500 shares ($4,515,000) of common stock in the stock offering, representing 3.3% of shares to be sold at the minimum of the offering range. However, there can be no assurance that any individual director or executive officer, or the directors and executive officers as a group, will purchase any specific number of shares of our common stock. They will pay the same $10.00 per share purchase price that all other persons who purchase shares of common stock in the stock offering will pay. Our directors and executive officers are subject to the same minimum purchase requirements and purchase limitations as other participants in the stock offering.

Purchases by our directors and executive officers and their associates will be included in determining whether the required minimum number of shares have been subscribed for in the stock offering.

For more information, see “Subscriptions by Directors and Executive Officers.”

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Deadline for Submitting Orders for Shares of Common Stock in the Subscription Offering and any Community Offering

The deadline for submitting orders to purchase shares of common stock in the subscription offering and in any community offering is 5:00 p.m., Central time, on [expiration date], unless we extend this deadline. If you wish to purchase shares of common stock, a properly completed and signed original stock order form, together with full payment, must be received (not postmarked) by 5:00 p.m., Central time. Although we will make reasonable attempts to provide this prospectus and offering materials to holders of subscription rights, the subscription offering and all subscription rights will expire at 5:00 p.m., Central time, on [expiration date], whether or not we have been able to locate each person entitled to subscription rights.

See “The Conversion and Stock Offering—Procedure for Purchasing Shares in the Subscription and Community Offerings—Expiration Date” for a complete description of the deadline for purchasing shares in the stock offering.

You May Not Sell or Transfer Your Subscription Rights

Applicable regulations prohibit you from transferring your subscription rights. If you order shares of common stock in the subscription offering, you will be required to certify that you are purchasing the common stock for yourself and that you have no agreement or understanding to sell or transfer your subscription rights or the shares that you are purchasing. We intend to take legal action, including reporting persons to federal or state agencies, against anyone who we believe has sold or transferred his or her subscription rights. We will not accept your order if we have reason to believe you have sold or transferred your subscription rights. On the stock order form, you cannot add the names of others for joint stock registration unless they are also named on the qualifying deposit account. Taking this action may jeopardize your subscription rights. In addition, the stock order form requires that you list all deposit accounts, giving all names on each account and the account number at the applicable eligibility date. Failure to provide this information, or providing incomplete or incorrect information, may result in a loss of part or all of your share allocation.

Steps We May Take if We Do Not Receive Orders for the Minimum Number of Shares

If we do not receive orders for at least 12,750,000 shares of common stock, we may take additional steps in order to issue the minimum number of shares of common stock in the offering range. Specifically, we may:

• increase the purchase limitations; and/or

• seek regulatory approval to extend the stock offering beyond [expiration date].

If we extend the stock offering beyond [expiration date], we will resolicit subscribers and you will have the opportunity to confirm, change or cancel your order within a specified period of time. If you do not respond during that period of time, your stock order will be cancelled and your deposit account withdrawal authorizations will be cancelled or your funds submitted will be returned promptly with interest at 0.05% per annum from the date the stock order was processed.

If one or more purchase limitations are increased we will not resolicit all subscribers, however, subscribers in the subscription offering who ordered the maximum amount and who indicated a desire to be resolicited on the stock order form will be and, in our sole discretion, some other large subscribers may be, given the opportunity to increase their subscriptions up to the newly applicable purchase limit. We may increase the individual or aggregate purchase limitations to an amount generally not to exceed 5.0% of the common stock sold in the stock offering. See “The Conversion and Stock Offering – Limitations on Common Stock Purchases.”

Conditions to Completion of the Conversion and Stock Offering

The Board of Directors of Fidelity Bank has approved the plan of conversion. In addition, the LOFI has conditionally approved and the FDIC has expressed its intent not to object to the plan of conversion and the Federal Reserve Board has conditionally approved FB Bancorp’s application to become the bank holding company of Fidelity Bank. We cannot complete the conversion and stock offering unless:

• The plan of conversion is approved by a majority of votes eligible to be cast by members of Fidelity Bank (depositors of Fidelity Bank). A special meeting of members to consider and vote upon the plan of conversion has been scheduled for [expiration date];

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• We sell at least 12,750,000 shares, which is the minimum of the offering range; and

• We receive the final approval required from the LOFI and non-objection of the FDIC to complete the conversion and stock offering and the final approval required from the Federal Reserve Board with respect to FB Bancorp’s holding company application.

Any approval or non-objection by the LOFI, the FDIC or the Federal Reserve Board does not constitute a recommendation or endorsement of the plan of conversion.

Our Dividend Policy

Following completion of the stock offering, our Board of Directors will be authorized to declare dividends on our common stock, subject to statutory and regulatory requirements. However, no decision has been made with respect to the amount, if any, and timing of any dividend payments. The payment and amount of any dividend payments will depend upon a number of factors, including the following: regulatory capital requirements; our financial condition and results of operations; our other uses of funds for the long-term value of stockholders; tax considerations; statutory and regulatory limitations; and general economic conditions. See “Our Dividend Policy” for additional information.

Market for Common Stock

We anticipate that the common stock sold in the stock offering will be listed on the Nasdaq Capital Market under the symbol “FBLA” upon the completion of the conversion and stock offering. See “Market for the Common Stock.”

Delivery of Shares of Stock

All shares of common stock of FB Bancorp sold in the stock offering will be issued in book entry form and held electronically on the books of our transfer agent. Stock certificates will not be issued. A statement reflecting ownership of shares of common stock sold in the stock offering will be mailed by our transfer agent to the persons entitled thereto at the address noted by them on their stock order form as soon as practicable following consummation of the stock offering. Shares of common stock sold in any syndicated community offering may be delivered electronically through The Depository Trust Company. We expect trading in the stock to begin on the business day of or on the business day immediately following the completion of the conversion and stock offering. Until a statement reflecting ownership of shares of common stock is available and delivered to purchasers, it is possible that purchasers may not be able to sell the shares of common stock that they ordered, even though the common stock will have begun trading. Your ability to sell the shares of common stock before receiving your statement will depend on arrangements you may make with a brokerage firm.

Possible Change in the Offering Range

FinPro will update its appraisal before we complete the stock offering. If, as a result of demand for the shares or changes in market conditions, FinPro determines that our pro forma market value has increased, we may sell up to 19,837,500 shares in the stock offering without further notice to you. If our pro forma market value at that time is either below $127,500,000 or above $198,375,000, then, after consulting with the LOFI and the FDIC, we may:

• terminate the stock offering, cancel deposit account withdrawal authorizations and promptly return all funds received in the sock offering with interest at 0.05% per annum;

• set a new offering range; or

• take such other actions as may be permitted by the LOFI, the FDIC, the Federal Reserve Board, the Financial Industry Regulatory Authority and the Securities and Exchange Commission.

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If we set a new offering range, we will promptly return funds, with interest at 0.05% per annum, received in the stock offering, cancel deposit account withdrawal authorizations and commence a resolicitation. In a resolicitation, we will notify subscribers and, at Fidelity Bank’s discretion, other potential purchasers of their right to place a new stock order for a specified period of time.

Possible Termination of the Stock Offering

We may terminate the stock offering at any time before the special meeting of members of Fidelity Bank that has been called to vote on the conversion, and at any time after member approval with the concurrence of the LOFI and the FDIC. If we terminate the stock offering, we will promptly return funds and cancel deposit withdrawal authorizations, as described above.

Benefits to Management and Potential Dilution to Stockholders Resulting from the Conversion and Stock Offering

We expect Fidelity Bank’s employee stock ownership plan, which is a tax-qualified retirement plan for the benefit of all of our employees being established in connection with the conversion and stock offering, to purchase up to 8% of the shares of common stock that we sell in the stock offering. For further information, see “Management – Executive Compensation – Employee Stock Ownership Plan.”

The purchase by the employee stock ownership plan in the stock offering will be included in determining whether the required minimum number of shares have been sold in the stock offering. Subject to market conditions and receipt of regulatory approval, the employee stock ownership plan may instead elect to purchase shares of common stock in the open market following the completion of the stock offering in order to fill all or a portion of its intended subscription.

We also intend to implement a stock-based benefit plan no earlier than six months after completion of the conversion. Stockholder approval of this plan will be required, and the stock-based benefit plan cannot be implemented until at least six months after the completion of the conversion according to applicable LOFI and FDIC regulations. If adopted within 12 months following the completion of the conversion, and provided that upon completion of the stock offering Fidelity Bank has at least a 10% tangible capital to assets ratio, the LOFI and FDIC conversion regulations would allow for the stock-based benefit plan to reserve a number of shares of common stock equal to not more than 4% of the shares sold in the stock offering, or up to 690,000 shares of common stock at the maximum of the offering range, for restricted stock awards to key employees and directors, at no cost to the recipients. If adopted within 12 months following the completion of the conversion, the stock-based benefit plan will also reserve a number of shares equal to not more than 10% of the shares of common stock sold in the stock offering, or up to 1,725,000 shares of common stock at the maximum of the offering range, for the exercise of stock options granted to key employees and directors. If the stock-based benefit plan is adopted after one year from the date of the completion of the conversion, the 4% and 10% limitations described above will no longer apply, and we may adopt a stock-based benefit plan encompassing more than 2,415,000 shares of our common stock assuming the maximum of the offering range. We have not yet determined whether we will present this plan for stockholder approval within 12 months following the completion of the conversion or whether we will present this plan for stockholder approval more than 12 months after the completion of the conversion.

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The following table summarizes the number of shares of common stock and aggregate dollar value of grants (valuing each share granted at the offering price of $10.00) that would be available under a stock-based benefit plan if such plan is adopted within one year following the completion of the conversion and stock offering. The table shows the dilution to stockholders if all these shares are issued from authorized but unissued shares, instead of shares purchased in the open market. The table also sets forth the number of shares of common stock to be acquired by the employee stock ownership plan for allocation to all employees. A portion of the stock grants shown in the table below may be made to non-management employees.

	Number of Shares to be Granted or Purchased (1)							Dilution Resulting From Issuance of Shares for Stock Benefit Plans			Value of Grants (2)
	At Minimum of Offering Range		At Maximum of Offering Range		As a Percentage of Common Stock to be Issued						At Minimum of Offering Range		At Maximum of Offering Range
Employee stock ownership plan		1,020,000		1,380,000		8.00	%		—	(3)	$	10,200,000	$	13,800,000
Stock awards		510,000		690,000		4.00	%		3.9	%		5,100,000		6,900,000
Stock options		1,275,000		1,725,000		10.00	%		9.1	%		4,730,250		6,399,750
Total		2,805,000		3,795,000		22.00	%		13.0	%	$	20,030,250	$	27,099,750

(1) The stock-based benefit plan may award a greater number of options and shares, respectively, if the plan is adopted more than 12 months after the completion of the conversion.

(2) The actual value of restricted stock grants will be determined based on their fair value as of the date grants are made. For purposes of this table, fair value is assumed to be the same as the offering price of $10.00 per share. The fair value of stock options has been estimated at $3.71 per option using the Black-Scholes option pricing model with the following assumptions: a grant-date share price and option exercise price of $10.00; dividend yield of 0%; an expected option life of 10 years; a risk-free interest rate of 4.05%; and a volatility rate of 34.2%. The actual expense of stock options granted under a stock-based benefit plan will be determined by the grant-date fair value of the options, which will depend on a number of factors, including the valuation assumptions used in the option pricing model ultimately adopted, which may or may not be the Black-Scholes model.

(3) Represents the dilution of stock ownership interest. No dilution is reflected for the employee stock ownership plan because these shares are assumed to be purchased in the stock offering.

Income Tax Consequences

FB Bancorp and Fidelity Bank have received an opinion from their counsel, Luse Gorman, PC, regarding the material federal income tax consequences of the conversion, including an opinion that it is more likely than not that the fair market value of the non-transferable subscription rights to purchase the common stock will be zero and, accordingly, no gain or loss will be recognized by depositors of Fidelity Bank upon the distribution to them of the non-transferable subscription rights to purchase the common stock and no taxable income will be realized by them as a result of the exercise of the non-transferable subscription rights. FB Bancorp and Fidelity Bank have also received an opinion of Jones Walker LLP, tax advisors to FB Bancorp and Fidelity Bank, regarding the material Louisiana state income tax consequences of the conversion. As a general matter, the conversion will not be a taxable transaction for purposes of federal or state income taxes to FB Bancorp, Fidelity Bank, or persons eligible to subscribe for shares of common stock in the subscription offering. For additional information, see “Taxation.”

How You Can Obtain Additional Information – Stock Information Center

Our banking personnel may not, by law, assist with investment-related questions about the stock offering. If you have questions regarding the conversion and stock offering, call our Stock Information Center at [SIC phone number] . The Stock Information Center is accepting telephone calls Monday through Friday between 9:00 a.m. and 5:00 p.m., Central time, excluding bank holidays.

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RISK FACTORS

You should carefully consider the following risk factors, in addition to all other information in this prospectus, in evaluating an investment in the shares of common stock.

Risks Related to Our Lending Activities

Our commercial real estate loans involve credit risks that could adversely affect our financial condition and results of operations.

At December 31, 2023, commercial real estate loans totaled $206.3 million, or 30.9% of our loan portfolio. Commercial real estate loans (which includes commercial mortgage, commercial construction and land development loans) generally have large balances and depend on the underlying collateral. Because the repayment of commercial real estate loans depends on the successful management and operation of the borrower’s properties or related businesses, their repayment can be affected by adverse conditions in the local real estate market or economy. A downturn in the real estate market or the local economy could adversely impact the value of properties securing the loan or the revenues from the borrower’s business, thereby increasing the risk of non-performing loans. We intend to increase our commercial real estate loan portfolio which may increase the corresponding risks and potential for losses from these loans.

Our commercial loans involve credit risks that could adversely affect our financial condition and results of operations.

At December 31, 2023, commercial loans (which includes commercial and industrial, small business and other commercial loans not secured by real estate) totaled $69.6 million, or 10.4% of our loan portfolio. Unlike residential real estate loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment or other income, and which are secured by real property whose value tends to be more easily ascertainable, commercial loans are of higher risk and typically are made on the basis of the borrower’s ability to make repayment from the cash flows of the borrower’s business. Further, any collateral securing commercial loans may depreciate over time, may be difficult to appraise and may fluctuate in value. As a result, the availability of funds for the repayment of commercial loans may depend substantially on the success of the business itself. We intend to increase our commercial loan portfolio and as it increases, the corresponding risks and potential for losses from these loans may also increase.

If our allowance for credit losses is not sufficient to cover actual loan losses, our earnings could decrease.

We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining the amount of the allowance for credit losses, we review our current loans, analyze our historical and current losses and delinquencies, and evaluate market and national economic conditions. If our assumptions or the results of our analyses are incorrect, our allowance for credit losses may not be sufficient to cover losses inherent in our loan portfolio, resulting in additions to our allowance. In addition, our emphasis on loan growth and on increasing our portfolios of commercial real estate and commercial loans, as well as any future credit deterioration, could require us to increase our allowance for credit losses in the future. Material additions to our allowance would materially decrease our net income.

The implementation of the Current Expected Credit Loss, referred to as “CECL” throughout this prospectus, standard became effective for Fidelity Bank on January 1, 2023. CECL requires financial institutions to determine periodic estimates of lifetime expected credit losses on loans, and recognize the expected credit losses as allowances for credit losses. Accordingly, we changed our method of providing allowances for loan losses that are incurred or probable, which required us to increase our provision for credit losses, and to greatly increase the types of data we must collect and review to determine the appropriate level of the allowance for credit losses.

In addition, bank regulators periodically review our allowance for credit losses and, as a result of such reviews, we may increase our provision for credit losses or recognize further loan charge-offs. Any increase in our allowance for credit losses or loan charge-offs as a result of such review or otherwise may have a material adverse effect on our financial condition and results of operations.

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The geographic concentration of our loan portfolio and lending activities makes us vulnerable to a downturn in the local economy.

We primarily serve individuals and businesses located in southern Louisiana, the Florida panhandle and Mississippi. At December 31, 2023, approximately $611.0 million, or 91.7%, of our total loan portfolio was primarily secured by real estate located in these market areas. Therefore, our success is largely dependent on the economic conditions, including employment levels, population growth, income levels, savings trends and government policies, in these market areas. Although our loan portfolio has very limited exposure to commercial office space in the New Orleans metropolitan area, increased vacancies in this market resulting in depressed prices could have a ripple effect on the surrounding market area and our other market areas. Moreover, the continued trend of hybrid and remote work could result in increased vacancy rates in commercial office space in our primary market areas, which could also negatively affect the demand for retail occupancy and sales in surrounding areas, any of which could adversely affect the value of the properties used as collateral for such loans. Similarly, weaker economic conditions caused by recession, unemployment, inflation, a decline in real estate values or other factors beyond our control may adversely affect the ability of our borrowers to service their debt obligations and could result in higher loan and lease losses and lower net income for us.

Although there is not a single employer or industry in our market areas on which a significant number of our customers are dependent, we are still vulnerable to a downturn in the local economy and real estate markets. Decreases in local real estate values caused by economic conditions or other events could adversely affect the value of the property used as collateral for our loans, which could cause us to realize a loss in the event of a foreclosure.

A worsening of business and economic conditions generally or specifically in the principal markets in which we conduct business could have adverse effects on our business, including the following:

• a decrease in the demand for, or the availability of, loans and other products and services offered by us;

• a decrease in the value of our loans or other assets secured by residential or commercial real estate; and

• an increase in the number of customers and counterparties who become delinquent, file for protection under bankruptcy laws or default on their loans or other obligations to us, which could result in a higher level of non-performing assets, net charge-offs, provisions for credit losses, and valuation adjustments on loans held for sale.

Moreover, a significant decline in general economic conditions, caused by inflation, recession, acts of terrorism, an outbreak of hostilities or other international or domestic calamities, unemployment, public health crises or other factors beyond our control could further impact these local economic conditions and could further negatively affect the financial results of our banking operations. In addition, deflationary pressures, while possibly lowering our operating costs, could have a significant negative effect on our borrowers, especially our business borrowers, and the values of underlying collateral securing loans, which could negatively affect our financial performance. In the event of severely adverse business and economic conditions generally, or specifically in the principal markets in which we conduct business, there can be no assurance that the federal government and the Federal Reserve Board would intervene. If economic conditions worsen or volatility increases, our business, financial condition and results of operations could be materially adversely affected. For more information about our market area, please see the section of this prospectus entitled “Business of Fidelity Bank – Market Areas.”

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We are subject to environmental liability risk associated with lending activities or properties we own.

A significant portion of our loan portfolio is secured by real estate, and we could become subject to environmental liabilities with respect to one or more of these properties, or with respect to properties that we own in operating our business. During the ordinary course of business, we may foreclose on and take title to properties securing defaulted loans and, in doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous conditions or toxic substances are found on these properties, we may be liable for remediation costs, as well as for personal injury and property damage, civil fines and criminal penalties regardless of when the hazardous conditions or toxic substances first affected any particular property. Environmental laws may require us to incur substantial expenses to address unknown liabilities and may materially reduce the affected property’s value or limit our ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability. Our policies, which require us to perform an environmental review before initiating any foreclosure action on non-residential real property, may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on us.

Risks Related to Market Interest Rates

Inflationary pressures and rising prices may affect our results of operations and financial condition.

Inflation rose sharply at the end of 2021 and remained at an elevated level through 2022 and 2023. Small to medium-sized businesses may be impacted more during periods of high inflation as they are not able to leverage economies of scale to mitigate cost pressures compared to larger businesses. Consequently, the ability of our business customers to repay their loans may deteriorate, and in some cases this deterioration may occur quickly, which would adversely impact our results of operations and financial condition. Furthermore, a prolonged period of inflation could cause wages and other costs to Fidelity Bank to increase, which could adversely affect our results of operations and financial condition.

Hedging against interest rate exposure on loans held for sale that are originated by NOLA may adversely affect our earnings.

We employ various financial risk methodologies that limit, or hedge, the adverse effects of rising or decreasing interest rates on our residential mortgage loans held for sale. One of our hedging strategies is to enter into forward commitments for the future delivery of residential mortgage bonds to hedge the effect of changes in interest rates ahead of the funding of the loans. Our hedging activity varies based on the level and volatility of interest rates and other changing market conditions, and interest rate hedging may fail to protect us from loss. Moreover, hedging activities could result in losses if the event against which we hedge does not occur. Additionally, interest rate hedging could fail to protect us or adversely affect us because, among other things:

• available interest rate hedging may not correspond directly with the interest rate risk for which protection is sought;

• the duration of the hedge may not match the duration of the related liability;

• the party owing money in the hedging transaction may default on its obligation to pay;

• the credit quality of the party owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction;

• the value of derivatives used for hedging may be adjusted from time to time in accordance with accounting rules to reflect changes in fair value; and/or

• downward adjustments, or “mark-to-market” losses, would reduce our stockholders’ equity.

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Our securities portfolio performance in difficult market conditions could have adverse effects on our results of operations.

Unrealized losses on investment securities result from changes in credit spreads and liquidity issues in the marketplace, along with changes in the credit profile of individual securities issuers. Under GAAP, we are required to review our investment portfolio periodically for the presence of credit losses of our securities, taking into consideration current and future market conditions, the extent and nature of changes in fair value, issuer rating changes and trends, volatility of earnings, current analysts’ evaluations, our ability and intent to hold investments until a recovery of fair value, as well as other factors. Adverse developments with respect to one or more of the foregoing factors may require us to deem particular securities to be impaired, with the credit-related portion of the reduction in the value recognized as a charge to our earnings through an allowance. Subsequent valuations, in light of factors prevailing at that time, may result in significant changes in the values of these securities in future periods. Any of these factors could require us to recognize further impairments in the value of our securities portfolio, which may have an adverse effect on our results of operations in future periods.

Future changes in interest rates could reduce our profits and asset values.

Net income is the amount by which net interest income and non-interest income exceed non-interest expense and the provision for credit losses. Net interest income makes up a majority of our income and is based on the difference between:

• the interest income we earn on interest-earning assets, such as loans and securities; and

• the interest expense we pay on interest-bearing liabilities, such as deposits and borrowings.

A substantial portion of our loans are fixed-rate loans, and we generally do not sell the non-residential loans we originate. Furthermore, the rates we earn on our other interest-earning assets and the rates we pay on our interest-bearing liabilities are generally fixed for a contractual period of time. Like many savings banks, our interest-bearing liabilities generally have shorter contractual maturities than our interest-earning assets. This imbalance can create significant earnings volatility because market interest rates change over time. In a period of rising interest rates, the interest income we earn on our assets may not increase as rapidly as the interest we pay on our liabilities. In a period of declining interest rates, the interest income we earn on our assets may decrease more rapidly than the interest we pay on our liabilities, as borrowers prepay mortgage loans, and mortgage-backed securities and callable investment securities are called, requiring us to reinvest those cash flows at lower, current interest rates.

In addition, changes in interest rates can affect the average life of loans and mortgage-backed and related securities. A decline in interest rates results in increased prepayments of loans and mortgage-backed and related securities as borrowers refinance their debt to reduce their borrowing costs. This creates reinvestment risk, which is the risk that we may not be able to reinvest prepayments at rates that are comparable to the rates we earned on the prepaid loans or securities. Furthermore, an inverted interest rate yield curve, where short-term interest rates (which are usually the rates at which financial institutions borrow funds) are higher than long-term interest rates (which are usually the rates at which financial institutions lend funds for fixed-rate loans) can reduce a financial institution’s net interest margin and create financial risk for financial institutions that originate longer-term, fixed-rate mortgage loans.

Any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on our financial condition, liquidity and results of operations. Changes in the level of interest rates also may negatively affect the value of our assets and ultimately affect our earnings.

We monitor interest rate risk through the use of simulation models, including estimates of the amounts by which the fair value of our assets and liabilities (our economic value of equity or “EVE”) and our net interest income would change in the event of a range of assumed changes in market interest rates. At December 31, 2023, in the event of an instantaneous 200 basis point increase in interest rates, we estimate that we would experience a 16.1% decrease in EVE and a 4.54% decrease in net interest income. For further discussion of how changes in interest rates could impact us, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Management of Market Risk.”

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Risks Related to Our Business Strategy and Operational Matters

Our business strategy includes growth, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively. Growing our operations could also cause our expenses to increase faster than our revenues.

Our business strategy includes growth in assets, deposits and the scale of our operations. Achieving such growth will require us to attract customers that currently bank at other financial institutions in our market areas. Our ability to successfully grow will depend on a variety of factors, including our ability to attract and retain experienced bankers, the continued availability of desirable business opportunities and the level of competition from other financial institutions. Growth opportunities may not be available or we may not be able to manage our growth successfully. If we do not manage our growth effectively, our financial condition and operating results could be negatively affected. Furthermore, there can be considerable costs involved in expanding lending capacity, and generally a period of time is required to generate the necessary revenues to offset these costs, especially in areas in which we do not have an established presence. Accordingly, any such business expansion can be expected to negatively impact our earnings until certain economies of scale are reached.

Development of new products and services may impose additional costs on us and may expose us to increased operational risk.

The introduction of new products and services can entail significant investments in time and resources, financial or otherwise, including regulatory approvals. Substantial risks and uncertainties are associated with the introduction of new products and services, including technical and control requirements that may need to be developed and implemented, rapid technological change in the industry, our ability to access technical and other information from its clients, the significant and ongoing investments required to bring new products and services to market in a timely manner at competitive prices and the preparation of marketing, sales and other materials that fully and accurately describe the product or service and its underlying risks. Our failure to manage these risks and uncertainties also exposes us to enhanced risk of operational lapses which may result in the recognition of financial statement liabilities. Regulatory and internal control requirements, capital requirements, competitive alternatives, vendor relationships and shifting market preferences may also determine if such initiatives can be brought to market in a manner that is timely and attractive to our clients. Products and services relying on internet and mobile technologies may expose us to fraud and cybersecurity risks. Failure to successfully manage these risks in the development and implementation of new products or services could have a material adverse effect on our business and reputation, as well as on its consolidated results of operations and financial condition.

We face significant operational risks because of our reliance on technology. Our information technology systems may be subject to failure, interruption or security breaches.

Information technology systems are critical to our business. Our business requires us to collect, process, transmit and store significant amounts of confidential information regarding our customers, employees, business, operations, plans and business strategies. We use various technology systems to manage our customer relationships, general ledger, securities investments, deposits, and loans. Our computer systems, data management and internal processes, as well as those of third parties, are integral to our performance. Our operational risks include the risk of malfeasance by employees or persons outside our company, errors relating to transaction processing and technology, systems failures or interruptions, breaches of our internal control systems and compliance requirements, and business continuation and disaster recovery. There have been increasing efforts by third parties to breach data security at financial institutions. Such attacks include computer viruses, malicious or destructive code, phishing attacks, denial of service or information or other security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information, damages to systems, or other material disruptions to network access or business operations. Although we take protective measures and believe that we have not experienced any of the data breaches described above, the security of our computer systems, software, and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses, or other malicious code or cyber-attacks that could have an impact on information security. Because the techniques used to cause security breaches change frequently, we may be unable to proactively address these techniques or to implement adequate preventative measures.

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Although we have invested in cybersecurity measures and review such measures on an ongoing basis, if there is a breakdown in our internal control systems, improper operation of systems or improper employee actions, or a breach of our security systems, including if confidential or proprietary information were to be mishandled, misused or lost, we could suffer financial loss, loss of customers and damage to our reputation, and face regulatory action or civil litigation. Any of these events could have a material adverse effect on our financial condition and results of operations. Insurance coverage may not be available for such losses, or where available, such losses may exceed insurance limits.

We outsource critical operations to third-party service providers. Systems failures, interruptions and cybersecurity breaches could have a material adverse effect on us.

We outsource a majority of our data processing requirements to third-party providers. Accordingly, our operations are exposed to the risk that these vendors will not perform in accordance with our contractual agreements with them, or we also could be adversely affected if such an agreement is not renewed by the third-party vendor or is renewed on terms less favorable to us. If our third-party providers encounter difficulties, or if we have difficulty communicating with those service providers, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely affected, which could have a material adverse effect on our financial condition and results of operations. Threats to information security also exist in the processing of customer information through various other vendors and their personnel, and our third-party service providers may be vulnerable to unauthorized access, computer viruses, phishing schemes and other security breaches. We may have to expend additional resources to protect against the threat of such security breaches and computer viruses, or to alleviate problems caused by such security breaches or viruses. To the extent that the activities of our third-party service providers or the activities of our customers involve the storage and transmission of confidential information, security breaches and viruses could expose us to claims, regulatory scrutiny, litigation costs and other possible liabilities. To our knowledge, the services and programs provided to us by third parties have not experienced any material security breaches. However, the existence of cyber-attacks or security breaches at third parties with access to our data, such as vendors, may not be disclosed to us in a timely manner.

Our business may be adversely affected by an increasing prevalence of fraud and other financial crimes.

Our loans to businesses and individuals and our deposit relationships and related transactions are subject to exposure to the risk of loss due to fraud and other financial crimes. Nationally, reported incidents of fraud and other financial crimes have increased. To our knowledge, we have not experienced material losses due to apparent fraud or other financial crimes. While we have policies and procedures designed to prevent such losses, losses may still occur.

Societal responses to climate change could adversely affect our business and performance, including indirectly through impacts on our customers.

Concerns over the long-term impacts of climate change have led and will continue to lead to governmental efforts around the world to mitigate those impacts. Consumers and businesses also may change their behavior as a result of these concerns. We and our customers will need to respond to new laws and regulations as well as consumer and business preferences resulting from climate change concerns. The impact on our customers will likely vary depending on their specific attributes, including reliance on or role in carbon intensive activities. Among the impacts to us could be a drop in demand for our products and services, particularly in certain sectors. In addition, we could face reductions in creditworthiness on the part of some customers or in the value of assets securing loans. Our efforts to take these risks into account in making lending and other decisions, including by increasing our business with climate-friendly companies, may not be effective in protecting us from the negative impact of new laws and regulations or changes in consumer or business behavior.

We depend on our management team to implement our business strategy and execute successful operations and we could be harmed by the loss of their services.

We depend on the services of the members of our senior management team who direct our strategy and operations. Our executive officers and lending personnel possess substantial expertise, extensive knowledge of our markets, and key business relationships. Our loss of these persons, or our inability to hire additional qualified personnel, could impact our ability to implement our business strategy and could have a material adverse effect on our results of operations and our ability to compete in our markets. See “Management.”

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We are a community bank and our ability to maintain our reputation is critical to the success of our business. The failure to do so may materially adversely affect our performance.

We are a community bank, and our reputation is one of the most valuable components of our business. A key factor in implementing our business strategy is our reputation for customer service and knowledge of local markets to expand our presence by capturing new business opportunities from existing and prospective customers in our market areas and contiguous areas. Threats to our reputation can come from many sources, including adverse sentiment about financial institutions generally, unethical practices, employee misconduct, failure to deliver minimum standards of service or quality, compliance deficiencies, cybersecurity incidents and questionable or fraudulent activities of our customers. Negative publicity regarding our business, employees, or customers, with or without merit, may result in the loss of customers and employees, costly litigation and increased governmental regulation, all of which could adversely affect our business and operating results.

Our funding sources may prove insufficient to replace deposits at maturity and support our future growth.

We must maintain sufficient funds to respond to the needs of depositors and borrowers. As a part of our liquidity management, we use a number of funding sources in addition to core deposit growth and repayments and maturities of loans and investments, including the use of brokered deposits as appropriate. As we continue to grow, we are likely to become more dependent on these sources, which may include Federal Home Loan Bank of Dallas advances, federal funds purchased and brokered certificates of deposit. Adverse operating results or changes in industry conditions could lead to difficulty or an inability to access these additional funding sources. Our financial flexibility will be severely constrained if we are unable to maintain our access to funding or if adequate financing is not available to accommodate future growth at acceptable interest rates. If we are required to rely more heavily on more expensive funding sources to support future growth, our revenues may not increase proportionately to cover our costs. In this case, our operating margins and profitability would be adversely affected.

Risks Related to Laws and Regulations

Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and/or increase our costs of operations.

Fidelity Bank is subject to extensive regulation, supervision and examination by the LOFI and the FDIC. FB Bancorp will be subject to extensive regulation, supervision and examination by the Federal Reserve Board. Such regulation and supervision govern the activities in which an institution and its holding company may engage and are intended primarily for the protection of the federal deposit insurance fund and the depositors of Fidelity Bank, rather than for our stockholders. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets, and determination of the adequacy of the level of our allowance for credit losses. These regulations, along with existing tax, accounting, securities, insurance and monetary laws, rules, standards, policies, and interpretations, control the methods by which financial institutions conduct business, implement strategic initiatives and tax compliance, and govern financial reporting and disclosures. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations. Further, changes in accounting standards can be both difficult to predict and involve judgment and discretion in their interpretation by us and our independent accounting firm. These changes could materially impact, potentially even retroactively, how we report our financial condition and results of operations.

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Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.

The USA PATRIOT and Bank Secrecy Acts require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are suspected, financial institutions are obligated to file suspicious activity reports with the U.S. Treasury’s Office of Financial Crimes Enforcement Network. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure to comply with these regulations could result in fines or sanctions, including restrictions on pursuing acquisitions or establishing new branches. The policies and procedures we have adopted that are designed to assist in compliance with these laws and regulations may not be effective in preventing violations of these laws and regulations. Furthermore, these rules and regulations continue to evolve and expand. We have not been subject to fines or other penalties or suffered business or reputational harm as a result of money laundering or terrorist activities in the past.

Monetary policies and regulations of the Federal Reserve Board could adversely affect our business, financial condition and results of operations.

In addition to being affected by general economic conditions, our earnings and growth are affected by the policies of the Federal Reserve Board. An important function of the Federal Reserve Board is to regulate money supply and credit conditions. Among the instruments used by the Federal Reserve Board to implement these objectives are open market purchases and sales of U.S. government securities, adjustments of the discount rate and changes in banks’ reserve requirements against bank deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on deposits.

The monetary policies and regulations of the Federal Reserve Board have had a significant effect on the operating results of financial institutions in the past and are expected to continue to do so in the future. The effects of such policies upon our business, financial condition and results of operations cannot be predicted.

We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

FB Bancorp qualifies as an “emerging growth company” under the JOBS Act. For as long as it continues to be an emerging growth company, it may choose to take advantage of exemptions from various reporting requirements applicable to public companies that are not to emerging growth companies, including, but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation. As an emerging growth company, FB Bancorp also will not be subject to Section 404(b) of the Sarbanes-Oxley Act of 2002, which would require that our independent auditors audit our internal control over financial reporting. In addition, as an emerging growth company, we have elected to take advantage of the extended transition periods for adopting new or revised financial accounting standards until the date they are required to be adopted by private companies (however, if any new or revised financial accounting standards would not apply to private companies, we would not be able to delay their adoption). Accordingly, our financial statements may not be comparable to those of public companies that adopt new or revised financial accounting standards as of an earlier date. Investors may find our common stock less attractive since we have chosen to rely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and the price of our common stock may be more volatile.

Risks Related to Economic Conditions

Inflation can have an adverse impact on our business and on our customers.

Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. In recent periods, there has been a pronounced rise in inflation and the Federal Reserve Board has raised certain benchmark interest rates significantly in an effort to combat inflation. As inflation increased, the value of our investment securities, particularly those with longer maturities, decreased, although this effect can be less pronounced for floating rate instruments. In addition, inflation increases the cost of goods and services we use in our business operations, such as electricity and other utilities, which increases our non-interest expense. Furthermore, our customers are also affected by inflation and the rising costs of goods and services used in their households and businesses, which could have a negative impact on their ability to repay their loans with us.

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Risks Related to Competitive Matters

Strong competition within our market areas may limit our growth and profitability.

Competition in the banking and financial services industry is intense. We compete with commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, mutual funds, insurance companies, brokerage and investment banking firms and unregulated or less regulated non-banking entities. Many of these competitors are substantially larger than us and have substantially greater resources and higher lending limits than we have and offer certain services that we do not or cannot provide. In addition, some of our competitors offer loans with lower interest rates and/or more attractive terms than the loans we offer. Competition also makes it increasingly difficult and costly to attract and retain qualified employees. We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Our profitability depends upon our continued ability to successfully compete for business and qualified employees in our market areas. The greater resources and deposit and loan products offered by some of our competitors may limit our ability to increase our interest-earning assets. See “Business of Fidelity Bank — Competition.”

Our size makes it more difficult for us to compete.

Our asset size makes it more difficult to compete with other financial institutions that are larger and can more easily afford to invest in the marketing and technologies needed to attract and retain customers. Because our principal source of income is the net interest income we earn on our loans and investments after deducting interest paid on deposits and other sources of funds, our ability to generate the revenues needed to cover our expenses and finance such investments is limited by the size of our loan and investment portfolios. Accordingly, we are not always able to offer new products and services as quickly as our competitors. Our lower earnings may also make it more difficult to offer competitive salaries and benefits. In addition, our smaller customer base may make it difficult to generate meaningful non-interest income from such activities as securities and insurance brokerage. Finally, as a smaller institution, we are disproportionately affected by the continually increasing costs of compliance with new banking and other regulations.

Risks Related to Accounting Matters

Changes in management’s estimates and assumptions may have a material impact on our consolidated financial statements and our financial condition or operating results.

In preparing this prospectus, as well as periodic reports we will be required to file under the Securities Exchange Act of 1934, as amended, upon the completion of the conversion and stock offering, including FB Bancorp’s consolidated financial statements, our management is and will be required under applicable rules and regulations to make estimates and assumptions as of a specified date. These estimates and assumptions are based on management’s best estimates and experience as of that date and are subject to substantial risk and uncertainty. Materially different results may occur as circumstances change and additional information becomes known. Areas requiring significant estimates and assumptions by management include our evaluation of the adequacy of our allowance for credit losses, the valuation of other real estate acquired in connection with foreclosure or in satisfaction of loans, valuation allowances associated with the realization of deferred tax assets, and determinations with respect to amounts owed for income taxes.

Changes in accounting standards could affect reported earnings.

The bodies responsible for establishing accounting standards, including the Financial Accounting Standards Board, the Securities and Exchange Commission and other regulatory bodies, periodically change the financial accounting and reporting guidance that governs the preparation of our financial statements. These changes can be hard to predict and can materially impact how we record and report our consolidated financial condition and results of operations. In some cases, we could be required to apply new or revised guidance retroactively.

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Other Risks Related to Our Business

Our net income has relied on mortgage banking revenues, which are highly dependent on macroeconomic factors and conditions in the United States real estate, mortgage and financial markets.

The success of our business strategies and our results of operations are materially affected by current or future conditions in the real estate market, mortgage markets, financial markets and the economy generally. Factors such as changes in policies employed by Fannie Mae and other government agencies related to the purchase of mortgage loans, the costs and impact of inflation, deflation, unemployment, personal and business income taxes, healthcare, energy costs, domestic political issues, government shutdowns, and climate change, and the availability and cost of credit may contribute to increased volatility and unclear expectations for the economy in general and the real estate, mortgage market and financial markets in particular going forward. Volatility in the real estate market, mortgage market and financial markets or deterioration in these markets also could reduce our loan production volume or adversely affect our ability to sell mortgage loans that we originate, either at a profit or at all. Any of the foregoing could materially and adversely affect our business, financial condition, liquidity and results of operations.

The risks of severe weather due to our geographic location could materially affect our financial condition.

Due to the geographic regions in which we operate, which are primarily coastal areas, we are exposed to risks created by severe weather events that may negatively affect our revenues, costs, and liabilities, despite efforts we undertake to plan for these events. Hurricanes and other natural disasters have historically impacted spending and credit performance in the areas affected as well as the ability to obtain, and the associated costs. of, flood insurance. Other disasters or catastrophic events in the future, and the impact of such events on Fidelity Bank and its customers, the banking industry or the overall economy could have a negative effect on our business, results of operations and real property. These environmental risks can also directly affect our residential lending and investment portfolios, and more broadly, could materially impact our results of operations, financial condition, and liquidity.

Legal proceedings and related matters could adversely affect us.

We have been and may in the future become involved in legal proceedings. We consider most of the proceedings to be in the normal course of our business or typical for the industry; however, it is inherently difficult to assess the outcome of these matters, and we may not prevail in any proceedings or litigation. There could be substantial costs and management diversion in such litigation and proceedings, and any adverse determination could have a materially adverse effect on our business, reputation, or our financial condition and results of our operations. We are not currently involved in any litigation or administrative proceedings anticipated to have a material adverse effect.

Risks Related to the Stock Offering

The future price of our shares of common stock may be less than the $10.00 purchase price per share in the stock offering.

If you purchase shares of common stock in the stock offering, you may not be able to sell them later at or above the $10.00 purchase price. In many cases, shares of common stock issued by newly converted savings institutions or mutual holding companies have traded below the initial offering price. The aggregate purchase price of the shares of common stock sold in the stock offering will be based on an independent appraisal. The independent appraisal is not intended, and should not be construed, as a recommendation of any kind as to the advisability of purchasing shares of common stock. The independent appraisal is based on certain estimates, assumptions and projections, all of which are subject to change from time to time. After the shares begin trading, the trading price of our common stock will be determined by the marketplace, and may be influenced by many factors, including prevailing interest rates, the overall performance of the economy, changes in federal tax laws, new regulations, investor perceptions of FB Bancorp and the outlook for the financial services industry in general. Price fluctuations in our common stock may be unrelated to our operating performance.

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There may be a limited trading market in our common stock, which could hinder your ability to sell our common stock and may lower the market price of the stock.

We have never issued capital stock and there is no established market for our common stock. We expect that our common stock will be traded on the Nasdaq Capital Market under the symbol “FBLA” upon conclusion of the offering. The development of an active trading market depends on the existence of willing buyers and sellers, the presence of which is not within our control, or that of any market maker. The number of active buyers and sellers of the shares of common stock at any particular time may be limited. Under such circumstances, you could have difficulty selling your shares of common stock on short notice, and, therefore, you should not view the shares of common stock as a short-term investment. If you purchase shares of common stock, you may not be able to sell them at or above $10.00 per share. Purchasers of common stock in the offering should have long-term investment intent and should recognize that there will be a limited trading market in the common stock. This may make it difficult to sell the common stock after the offering and may have an adverse impact on the price at which the common stock can be sold.

A significant percentage of our common stock will be held by our directors and executive officers and benefit plans.

We expect that our directors and executive officers, together with their associates, will subscribe for 451,500 shares in the stock offering. As a result, upon consummation of the conversion and stock offering, an aggregate up to 3.3% and 2.6%, of our outstanding common stock would be held by our directors and executive officers and their associates at the minimum and maximum of the offering range, respectively. In addition, we intend to establish an employee stock ownership plan that will purchase an amount of shares equal to 8.0% of the sum of the shares sold in the stock offering. Further, additional shares would be held by management following the implementation of one or more equity incentive plans, which we intend to implement no earlier than six months following the completion of the conversion and stock offering following the receipt of stockholder approval of such plan. The articles of incorporation and bylaws of FB Bancorp contain supermajority voting provisions that require that the holders of at least 80% of FB Bancorp’s outstanding shares of voting stock approve certain actions including, but not limited to, the amendment of certain provisions of FB Bancorp’s bylaws. If our directors and executive officers and their associates and benefit plans hold more than 20% of our outstanding common stock following the completion of the conversion and stock offering, the shares held by these individuals and benefit plans could be voted in a manner that would ensure that the 80% supermajority needed to approve such action could not be attained.

Our failure to effectively deploy the net proceeds may have an adverse effect on our financial performance.

We intend to contribute between $62.3 million and $84.6 million of the net proceeds of the stock offering (or $97.5 million at the adjusted maximum of the offering range) to Fidelity Bank. We may use the remaining net proceeds to invest in short-term investments and for general corporate purposes, including repurchasing shares of our common stock and paying dividends. We also expect to use a portion of the net proceeds we retain to fund a loan to our employee stock ownership plan to purchase shares of common stock in the stock offering. Fidelity Bank may use a portion of the net proceeds it receives in combination with other sources to pay off the existing Federal Reserve Board’s Bank Term Funding, fund new loans, expand its retail banking franchise by establishing or acquiring new branches or by acquiring other financial institutions or other financial services companies, or for other general corporate purposes. However, except for funding the loan to the employee stock ownership plan, we have not allocated specific amounts of the net proceeds for any of these purposes, and we will have broad discretion in determining the amount of the net proceeds we apply to different uses and when we apply or reinvest such proceeds. Certain of these uses, such as opening new branches or acquiring other financial institutions, may require the approval of our bank regulators. We have not established a timetable for investing the net proceeds, and we cannot predict how long we will require to invest the net proceeds. Our failure to reinvest these funds effectively would reduce our profitability and may adversely affect the value of our common stock.

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The cost of additional finance and accounting systems, procedures, compliance and controls in order to satisfy our new public company reporting requirements will increase our expenses.

As a result of the completion of the conversion and stock offering, we will become a public reporting company. We expect that the obligations of being a public company, including the substantial public reporting obligations, will require significant expenditures and place additional demands on our management team. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a stand-alone public company. However, the measures we take may not be sufficient to satisfy our obligations as a public company. The Sarbanes-Oxley Act of 2002 requires annual management assessments of the effectiveness of our internal control over financial reporting, starting with the second annual report that we would expect to file with the Securities and Exchange Commission. Any failure to achieve and maintain an effective internal control environment could have a material adverse effect on our business and stock price. In addition, we may need to hire additional compliance, accounting, and financial staff with appropriate public company experience and technical knowledge, and we may not be able to do so in a timely fashion. As a result, we may need to rely on outside consultants to provide these services for us until qualified personnel are hired. These obligations will increase our operating expenses and could divert our management’s attention from our operations.

Our stock-based benefit plans will increase our expenses and reduce our income.

We intend to adopt one or more new stock-based benefit plans after the conversion, subject to stockholder approval, which will increase our annual compensation and benefit expenses related to the stock options and stock awards granted to participants under the new stock-based benefit plans. The actual amount of these new stock-related compensation and benefit expenses will depend on the number of options and stock awards granted under the plans, the fair market value of our stock or options on the date of grant, the vesting period, and other factors which we cannot predict at this time. If we adopt stock-based benefit plans within 12 months following the conversion, the shares of common stock reserved for issuance pursuant to awards of restricted stock and grants of options under such plans would be limited to 4% and 10%, respectively, of the aggregate number of shares of our common stock sold in the stock offering. If we adopt stock-based benefit plans more than 12 months after the completion of the conversion, we may adopt plans that allow for greater amounts of awards and options and, therefore, we could award restricted shares of common stock or grant options in excess of these amounts, which would further increase costs.

In addition, we will recognize expense for our employee stock ownership plan when shares are committed to be released to participants’ accounts, and we will recognize expense for restricted stock awards and stock options over the vesting period of awards made to recipients. The expense in the first year following the conversion and stock offering for our employee stock ownership plan and for our new stock-based benefit plans, assuming such plans had been implemented at the beginning of the year, is estimated to be approximately $3.3 million ($2.6 million after tax) at the adjusted maximum of the offering range as set forth in the pro forma financial information under “Pro Forma Data,” assuming the $10.00 per share purchase price as fair market value. Actual expenses, however, may be higher or lower, depending on the price of our common stock. For further discussion of our proposed stock-based plans, see “Management — Benefits to be Considered Following Completion of the Conversion and Stock Offering.”

The implementation of stock-based benefit plans may dilute your ownership interest. Historically, stockholders have approved these stock-based benefit plans.

We intend to adopt one or more new stock-based benefit plans following the stock offering. These plans may be funded either through open market purchases of our common stock or from the issuance of authorized but unissued shares of common stock. Our ability to repurchase shares of our common stock to fund these plans will be subject to many factors, including applicable regulatory restrictions on stock repurchases, the availability of stock in the market, the trading price of our stock, our capital levels, alternative uses for our capital and our financial performance. While our intention is to fund the new stock-based benefit plans through open market purchases, stockholders would experience a 9.09% dilution in ownership interest if newly issued shares of our common stock are used to fund stock options in an amount equal to 10% of the aggregate number of shares sold in the stock offering, and all such stock options are exercised, and a 3.85% dilution in ownership interest if newly issued shares of our common stock are used to fund shares of restricted common stock in an amount equal to 4% of the aggregate number of shares sold in the stock offering. Such dilution would also reduce earnings per share. If we adopt the plans more than 12 months following the conversion, new stock-based benefit plans would not be subject to these size limitations and stockholders could experience even greater dilution.

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Although the implementation of new stock-based benefit plans would be subject to stockholder approval, historically, the overwhelming majority of stock-based benefit plans adopted by savings institutions and their holding companies following mutual-to-stock conversions have been approved by stockholders.

We have not determined when we will adopt one or more new stock-based benefit plans. Stock-based benefit plans adopted more than 12 months following the completion of the conversion may exceed regulatory restrictions on the size of stock-based benefit plans adopted within 12 months, which would further increase our costs.

If we adopt one or more stock-based benefit plans more than 12 months following the completion of the conversion, then grants of shares of common stock or stock options under our proposed stock-based benefit plans may exceed 4% and 10%, respectively, of the sum of shares of common stock sold in the stock offering. Stock-based benefit plans that provide for awards in excess of these amounts would increase our costs beyond the amounts estimated in “— Our stock-based benefit plans will increase our expenses and reduce our income.” Stock-based benefit plans that provide for awards in excess of these amounts could also result in dilution to stockholders in excess of that described in “— The implementation of stock-based benefit plans may dilute your ownership interest. Historically, stockholders have approved these stock-based benefit plans.” Although the implementation of stock-based benefit plans would be subject to stockholder approval, the timing of the implementation of such plans will be at the discretion of our Board of Directors.

Our stock value may be negatively affected by applicable regulations that restrict stock repurchases.

Applicable regulations generally restrict us from repurchasing our shares of common stock during the first year following the completion of the conversion and stock offering. Stock repurchases are a capital management tool that can enhance the value of a company’s stock, and our inability to repurchase our shares of common stock during the first year following the stock offering may negatively affect our stock price.

Various factors may make takeover attempts more difficult to achieve.

Certain provisions of our articles of incorporation and bylaws coupled with federal banking laws and regulatory approval requirements could make it more difficult for a third party to acquire control of FB Bancorp without our Board of Directors’ approval. Under regulations applicable to the conversion, for a period of three years following completion of the conversion, no person may offer to acquire or acquire beneficial ownership of more than 10% of our common stock without prior approval of the Federal Reserve Board. Under federal law, subject to certain exemptions, a person, entity or group must notify the Federal Reserve Board and receive the Federal Reserve Board’s non-objection before acquiring control of a bank holding company. There also are provisions in our articles of incorporation and bylaws that we may use to delay or block a takeover attempt, including a provision that prohibits any person from voting more than 10% of our outstanding shares of common stock. Furthermore, shares of restricted stock and stock options that we may grant to employees and directors, stock ownership by our management and directors and other factors may make it more difficult for companies or persons to acquire control of FB Bancorp without the consent of our Board of Directors, and may increase the cost of an acquisition. Taken as a whole, these statutory or regulatory provisions and provisions in our articles of incorporation and bylaws could result in our being less attractive to a potential acquirer and therefore could adversely affect the market price of our common stock. For additional information, see “Management – Benefits to be Considered Following Completion of the Conversion and Stock Offering.”

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Our articles of incorporation provide that, subject to limited exceptions, state and federal courts in the State of Maryland are the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, and other employees.

The articles of incorporation of FB Bancorp provide that, unless FB Bancorp consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of FB Bancorp, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of FB Bancorp to FB Bancorp or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Maryland General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine will be conducted in a state or federal court located within the State of Maryland, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. This exclusive forum provision does not apply to claims arising under the federal securities laws. This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum it finds favorable for disputes with FB Bancorp and its directors, officers, and other employees or may cause a stockholder to incur additional expense by having to bring a claim in a judicial forum that is distant from where the stockholder resides, or both. In addition, if a court were to find this exclusive forum provision to be inapplicable or unenforceable in a particular action, we may incur additional costs associated with resolving the action in another jurisdiction, which could have a material adverse effect on our financial condition and results of operations.

You may not revoke your decision to purchase FB Bancorp common stock in the subscription offering or in any community offering after you send us your order.

Funds submitted or automatic withdrawals authorized in connection with the purchase of shares of common stock in the subscription offering and in any community offering will be held by us until the completion or termination of the conversion and stock offering, including any extension of the expiration date and consummation of a syndicated community offering. Because completion of the conversion and stock offering will be subject to regulatory approvals and an update of the independent appraisal, among other factors, there may be one or more delays in completing the conversion and stock offering. Orders submitted in the subscription offering and in any community offering are irrevocable, and purchasers will have no access to their funds unless the stock offering is terminated, or extended beyond [expiration date], or the number of shares to be sold in the stock offering is increased to more than 19,837,500 shares or decreased to fewer than 12,750,000 shares.

The distribution of subscription rights could have adverse income tax consequences.

If the subscription rights granted in connection with the stock offering are deemed to have an ascertainable value, receipt of such rights may be taxable in an amount equal to such value. Whether subscription rights are considered to have ascertainable value is an inherently factual determination. We have received an opinion of counsel that it is more likely than not that such rights have no value; however, such opinion is not binding on the Internal Revenue Service.

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SELECTED FINANCIAL AND OTHER DATA OF FIDELITY BANK

The following tables set forth selected historical financial and other data of Fidelity Bank for the periods and at the dates indicated. The information at and for the years ended December 31, 2023 and December 31, 2022 is derived in part from, and should be read together with, the audited financial statements and related notes beginning at page F-1 of this prospectus.

	At December 31,
	2023		2022
	(In thousands)
Selected Financial Condition Data:
Total assets	$	1,124,932	$	1,007,267
Total cash and cash equivalents		87,108		60,737
Securities available for sale		249,898		270,118
Loans held for sale, at fair value		22,576		17,110
Loans held for investment, net		659,481		548,831
Total deposits		769,288		791,528
Federal Home Loan Bank advances		52,200		30,100
Federal Reserve Term Funding		120,000		—
Total equity		156,737		152,019

	For the Years Ended December 31,
	2023		2022
	(In thousands)
Selected Operating Data:
Total interest and dividend income	$	54,298	$	43,810
Total interest expense		10,130		2,244
Net interest income		44,168		41,566
Provision(benefit) for credit losses		649		(396	)
Net interest income after provision for credit losses		43,519		41,962
Total non-interest income		24,925		22,541
Total non-interest expense		66,996		62,398
Net income before income taxes		1,448		2,105
Income tax expense(benefit)		330		(5	)
Net income	$	1,118	$	2,110

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	At or For the Year Ended December 31,
	2023			2022
Performance Ratios:
Return on average assets (1)		0.11	%		0.20	%
Return on average equity (2)		0.73	%		1.31	%
Interest rate spread (3)		4.37	%		4.23	%
Net interest margin (4)		4.72	%		4.32	%
Non-interest expense to average assets		2.39	%		2.11	%
Efficiency ratio (5)		96.96	%		97.33	%
Average interest-earning assets to average interest-bearing liabilities		132.20	%		138.52	%
Capital Ratios:
Total risk-based capital		23.52	%		25.68	%
Tier 1 risk-based capital		22.67	%		24.60	%
Common equity Tier 1 risk-based capital		22.67	%		24.60	%
Tier 1 leverage capital		14.80	%		15.83	%
Average equity to average assets		14.64	%		15.11	%
Asset Quality Ratios:
Allowance for credit losses to total loans (6)		0.90	%		1.27	%
Allowance for credit losses to non-performing loans		80.93	%		147.46	%
Net charge-offs to average outstanding loans		(0.27	)%		(0.09	)%
Non-performing loans to total loans		1.11	%		0.86	%
Non-performing loans to total assets		0.68	%		0.49	%
Total non-performing assets to total assets (6)		0.75	%		0.51	%
Other:
Number of offices		18			17
Number of full-time equivalent employees		366			387

(1) Represents net income divided by average total assets.

(2) Represents net income divided by average equity.

(3) Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost of average interest-bearing liabilities. Includes loans held for sale.

(4) Represents net interest income divided by average interest-earning assets. Includes loans held for sale.

(5) Represents non-interest expense divided by the sum of net interest income and non-interest income.

(6) Non-performing assets includes other real estate owned. Total loans only includes loans held for investment and loans held for sale.

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FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “could,” “should,” “indicate,” “would,” “believe,” “contemplate,” “continue,” “target” 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 asset quality of our loan and investment portfolios; and

• estimates of our risks and future costs and benefits.

These forward-looking statements are based on our current beliefs and expectations 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. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this prospectus.

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:

• general economic conditions, either nationally or in our market areas, which are worse than expected;

• inflation and changes in the interest rate environment that reduce our margins and yields, the fair value of our financial instruments, or our level of loan originations, or increase the level of defaults, losses and prepayments within our loan portfolio;

• 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;

• our ability to access cost-effective funding;

• fluctuations in real estate values and in the conditions of the residential real estate and commercial real estate;

• demand for loans and deposits in our market areas;

• our ability to implement and change our business strategies;

• competition among depository and other financial institutions;

• adverse changes in the securities markets;

• changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees, capital requirements and insurance premiums;

• changes in the quality or composition of our loan or investment portfolios;

• technological changes that may be more difficult or expensive than expected;

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• the inability of third-party providers to perform as expected;

• a failure or breach of our operational or information 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;

• our ability to retain key management and employees; and

• changes in the financial condition, results of operations or future prospects of issuers of securities that we own.

Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. See “Risk Factors” beginning on page 12.

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HOW WE INTEND TO USE THE PROCEEDS FROM THE STOCK OFFERING

Although we cannot determine what the actual net proceeds from the sale of the shares of common stock in the stock offering will be until the stock offering is completed, we anticipate that the net proceeds will be between $124.7 million and $169.3 million, or $194.9 million if the offering range is increased by 15%.

We intend to distribute the net proceeds as follows:

	Based Upon the Sale at $10.00 Per Share of:
	12,750,000 Shares						15,000,000 Shares						17,250,000 Shares						19,837,500 Shares (1)
	Amount			Percent of Net Proceeds			Amount			Percent of Net Proceeds			Amount			Percent of Net Proceeds			Amount			Percent of Net Proceeds
	(Dollars in thousands)
Offering proceeds	$	127,500					$	150,000					$	172,500					$	198,375
Less: offering expenses		(2,836	)					(3,033	)					(3,230	)					(3,456	)
Net offering proceeds (2)	$	124,664			100.0	%	$	146,967			100.0	%	$	169,270			100.0	%	$	194,919			100.0	%
Distribution of net proceeds:
To Fidelity Bank	$	(62,332	)		(50.0	)%	$	(73,484	)		(50.0	)%	$	(84,635	)		(50.0	)%	$	(97,460	)		(50.0	)%
To fund loan to employee stock ownership plan	$	(10,200	)		(8.2	)%	$	(12,000	)		(8.2	)%	$	(13,800	)		(8.2	)%	$	(15,870	)		(8.1	)%
Retained by FB Bancorp	$	52,132			41.8	%	$	61,483,			41.8	%	$	70,835			41.9	%	$	81,589			41.9	%

(1) As adjusted to give effect to an increase in the number of shares, which could occur due to a 15% increase in the offering range to reflect demand for the shares or changes in market conditions following the commencement of the stock offering.

(2) Assumes that all shares of common stock are sold in the subscription offering and any community offering.

Payments for shares of common stock made through withdrawals from deposit accounts at Fidelity Bank will not result in the receipt of new funds for investment but will reduce Fidelity Bank’s deposits. The net proceeds may vary because total offering expenses may be more or less than our estimates. For example, our expenses would increase if there were a syndicated community offering to sell shares of common stock not purchased in the subscription offering and any community offering.

FB Bancorp intends to loan funds to the employee stock ownership plan to purchase shares of common stock in the stock offering. It may also use the proceeds it retains from the stock offering:

• to invest in securities consistent with our investment policy;

• to repurchase shares of our common stock, in compliance with applicable regulatory requirements;

• to pay cash dividends to stockholders; and

• for other general corporate purposes.

Except for the loan to the employee stock ownership plan, FB Bancorp has not quantified its plans for use of the net proceeds of the stock offering for each of the foregoing purposes. Initially, we intend to invest a substantial portion of the net proceeds in investment grade securities, including securities issued by U.S. Government agencies and mortgage-backed securities issued by U.S. Government agencies and U.S. Government-sponsored enterprises.

See “Our Dividend Policy” for a discussion of our expected dividend policy. Under applicable LOFI and FDIC regulations, we may not repurchase shares of our common stock during the first year following the completion of the conversion and stock offering, except when extraordinary circumstances exist and with prior regulatory approval, or except to fund management recognition plans (which would require notification to the LOFI and the FDIC) or tax-qualified employee stock benefit plans.

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Fidelity Bank will receive a capital contribution from FB Bancorp equal to at least 50% of the net offering proceeds. Based on this formula, we anticipate that FB Bancorp will contribute to Fidelity Bank $62.3 million, $73.5 million, $84.6 million and $97.5 million of the net offering proceeds at the minimum, midpoint, maximum, and adjusted maximum of the offering range, respectively.

Fidelity Bank may use the net proceeds it receives from the stock offering:

• to fund new loans;

• enhance existing products and services;

• to pay off the existing $120.0 million Federal Reserve Board’s Bank Term Funding borrowing;

• to expand its online banking infrastructure and its fully digital bank;

• to invest in securities consistent with its investment policy;

• to expand its banking franchise by establishing or acquiring new branches or by acquiring other financial institutions or other financial services companies as opportunities arise, although we do not currently have any understandings or agreements to acquire a financial institution or other entity; and

• for other general corporate purposes.

Fidelity Bank has not quantified its plans for use of the net proceeds of the stock offering for each of the foregoing purposes. Initially, a substantial portion of the net proceeds will be invested in securities issued by U.S. Government agencies and mortgage-backed securities issued by U.S. Government agencies and U.S. Government-sponsored enterprises. The use of the proceeds outlined above may change based on many factors, including, but not limited to, changes in interest rates, equity markets, laws and regulations affecting the financial services industry, our relative position in the financial services industry, the attractiveness of opportunities to expand our operations through acquisitions or establishing or acquiring branches, our ability to receive regulatory approval for any such expansion activities, and overall market conditions.

We expect our return on equity to decrease upon the completion of the conversion and stock offering until we are able to reinvest effectively the additional capital raised in the stock offering. See “Risk Factors – Risks Related to the Stock Offering – Our failure to effectively deploy the net proceeds may have an adverse effect on our financial performance.”

OUR DIVIDEND POLICY

Following completion of the conversion and stock offering, our Board of Directors will have the authority to declare dividends on our shares of common stock, subject to statutory and regulatory requirements. However, no decision has been made with respect to the payment of dividends. In determining whether to pay a cash dividend and the amount of such cash dividend, the Board of Directors is expected to take into account a number of factors, including capital requirements, our financial condition and results of operations, other uses of funds for the long-term value of stockholders, tax considerations, statutory and regulatory limitations and general economic conditions. No assurances can be given that any dividends will be paid or that, if paid, will not be reduced or eliminated in the future. Special cash dividends, stock dividends or returns of capital, to the extent permitted by regulations and policies of the LOFI, the FDIC and the Federal Reserve Board, may be paid in addition to, or in lieu of, regular cash dividends.

FB Bancorp expects to file a consolidated federal income tax return with Fidelity Bank. Accordingly, it is anticipated that any cash distributions that we make to our stockholders would be treated as cash dividends and not as a non-taxable return of capital for federal and state income tax purposes. Additionally, according to LOFI and FDIC regulations, during the three-year period following the stock offering, we will not take any action to declare an extraordinary dividend to stockholders that would be treated by recipients as a tax-free return of capital for federal income tax purposes.

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FB Bancorp’s articles of incorporation authorized the issuance of preferred stock. If we issue preferred stock, the holders thereof may have a priority over the holders of our shares of common stock with respect to the payment of dividends. For a further discussion concerning the payment of dividends on our shares of common stock, see “Description of Capital Stock of FB Bancorp – Common Stock.” Any dividends we may declare and pay will depend, in part, upon receipt of dividends from Fidelity Bank, because dividends from Fidelity Bank will be our primary source of income. LOFI and FDIC regulations impose limitations on dividends and other capital distributions by savings institutions like Fidelity Bank. See “Regulation and Supervision – Federal Banking Laws and Regulations Applicable to Fidelity Bank – Capital Distributions.”

Any payment of dividends by Fidelity Bank to FB Bancorp that would be deemed to be drawn out of Fidelity Bank’s bad debt reserves, if any, would require Fidelity Bank to pay taxes at the then-current tax rate on the amount of earnings deemed to be removed from the reserves for such distribution. Fidelity Bank does not intend to make any distribution to us that would create such a federal tax liability. See “Taxation.”

MARKET FOR THE COMMON STOCK

FB Bancorp is a newly formed company and has never issued capital stock. Fidelity Bank, as a mutual institution, is not authorized to issue capital stock. FB Bancorp expects that that its common stock will be listed on the Nasdaq Capital Market under the symbol “FBLA” upon the completion of the conversion and stock offering.

The development of an active trading market depends on the existence of willing buyers and sellers, the presence of which is not within our control, or that of any market maker. The number of active buyers and sellers of the shares of common stock at any particular time may be limited. Furthermore, we cannot assure you that, if you purchase shares of common stock, you will be able to sell them at or above $10.00 per share purchase price. Purchasers of common stock in this stock offering should have long-term investment intent and should recognize that there will be a limited trading market in the common stock. This may make it difficult to sell the common stock after the stock offering and may have an adverse impact on the price at which the common stock can be sold.

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HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE

At December 31, 2023, Fidelity Bank exceeded all of the applicable regulatory capital requirements and was considered “well capitalized.” For additional information, see “Regulation and Supervision—Federal Banking Laws and Regulations Applicable to Fidelity Bank —  Capital Requirements.”

The table below sets forth the historical equity capital and regulatory capital of Fidelity Bank at December 31, 2023 and the pro forma equity capital and regulatory capital of Fidelity Bank after giving effect to the sale of shares of common stock at $10.00 per share. The table assumes the receipt by Fidelity Bank from FB Bancorp of $124.7 million, $147.0 million, $169.3 million and $194.9 million at the minimum, midpoint, maximum, and adjusted maximum of the offering range, respectively. See “How We Intend to Use the Proceeds from the Stock Offering.”

	Fidelity Bank at December 31, 2023					Fidelity Bank Pro Forma at December 31, 2023 Based Upon the Sale in the Stock Offering of: (1)
						12,750,000 Shares						15,000,000 Shares						17,250,000 Shares						19,837,500Shares (2)
	Amount (4)		Percent of Assets (3)			Amount			Percent of Assets (3)			Amount			Percent of Assets (3)			Amount			Percent of Assets (3)			Amount			Percent of Assets (3)
	(Dollars in thousands)
GAAP capital	$	156,737		13.9	%	$	203,769			17.4	%	$	212,221			18.0	%	$	220,672			18.6	%	$	230,390			19.2	%
Tier 1 leverage capital	$	166,340		14.8	%	$	213,372			18.2	%	$	221,824			18.8	%	$	230,275			19.4	%	$	239,995			20.0	%
Tier 1 leverage requirement		56,186		5.0	%		58,538			5.0	%		58,960			5.0	%		59,383			5.0	%		59,869			5.0	%
Excess	$	110,154		9.8	%	$	154,834			13.2	%	$	162,864			13.8	%	$	170,892			14.4	%	$	180,126			15.0	%
Tier 1 risk based	$	166,340		22.7	%	$	213,372			28.7	%	$	221,824			29.8	%	$	230,275			30.9	%	$	239,995			32.1	%
Risk-based capital requirement		58,690		8.0	%		59,442			8.0	%		59,577			8.0	%		59,713			8.0	%		59,868			8.0	%
Excess	$	107,650		14.7	%	$	153,930			20.7	%	$	162,247			21.8	%	$	170,562			22.9	%	$	180,127			24.1	%
Total risk-based capital	$	172,543		23.5	%	$	219,575			29.6	%	$	228,027			30.6	%	$	236,478			31.7	%	$	246,198			32.9	%
Risk-based capital requirement		73,362		10.0	%		74,303			10.0	%		74,472			10.0	%		74,641			10.0	%		74,835			10.0	%
Excess	$	99,181		13.5	%	$	145,272			19.6	%	$	153,555			20.6	%	$	161,837			21.7	%	$	171,363			22.9	%
Common equity Tier 1 risk-based	$	166,340		22.7	%	$	213,372			28.7	%	$	221,824			29.8	%	$	230,275			30.9	%	$	239,995			32.1	%
Common equity Tier 1 risk-based requirement		47,685		6.5	%		48,297			6.5	%		48,407			6.5	%		48,516			6.5	%		48,643			6.5	%
Excess	$	118,655		16.2	%	$	165,075			22.2	%	$	173,417			23.3	%	$	181,759			24.4	%	$	191,352			25.6	%
Reconciliation of capital infused into Fidelity Bank:
50% of net proceeds						$	62,332					$	73,484					$	84,635					$	97,460
Less: ESOP							(10,200	)					(12,000	)					(13,800	)					(15,870	)
Less: MRP							(5,100	)					(6,000	)					(6,900	)					(7,935	)
Pro forma increase						$	47,032					$	55,484					$	63,935					$	73,655

(1) Pro forma capital levels assume that the employee stock ownership plan purchases 8% of the shares of common stock sold in the stock offering with funds to be lent by FB Bancorp and that a new stock-based equity plan purchases 4% of the shares sold in the stock offering for restricted stock awards. Pro forma capital calculated under U.S. generally accepted accounting principles, referred to as “GAAP” throughout this prospectus, and regulatory capital each has been reduced by the amount required to fund these plans. See “Management” for a discussion of the employee stock ownership plan.

(2) As adjusted to give effect to an increase in the number of shares which could occur due to a 15% increase in the offering range to reflect demand for the shares or changes in market conditions following the commencement of the stock offering.

(3) Leverage capital levels are shown as a percentage of total adjusted assets.

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CAPITALIZATION

The following table presents the historical capitalization of Fidelity Bank at December 31, 2023 and the pro forma consolidated capitalization of FB Bancorp at the same date after giving effect to the conversion and stock offering, based upon the assumptions set forth under the section entitled “Pro Forma Data.”

	Fidelity Bank at December 31, 2023			FB Bancorp Pro Forma at December 31, 2023 Based on the Sale in the Stock Offering at $10.00 per Share of:
				12,750,000 Shares			15,000,000 Shares			17,250,000 Shares			19,837,500 Shares (1)
	(Dollars in thousands, except per share amounts)
Deposits (2)	$	769,288		$	769,288		$	769,288		$	769,288		$	769,288
Borrowings		172,200			172,200			172,200			172,200			172,200
Total deposits and borrowings	$	941,488		$	941,488		$	941,488		$	941,488		$	941,488
Stockholders’ equity:
Preferred stock, $0.01 par value, 5,000,000 shares authorized	$	—		$	—		$	—		$	—		$	—
Common stock, $0.01 par value, 50,000,000 shares authorized; shares to be issued as shown (3)		—			128			150			173			198
Additional paid-in capital (4)		—			124,536			146,817			169,097			194,721
Retained earnings (5)		172,126			172,126			172,126			172,126			172,126
Accumulated other comprehensive loss		(15,389	)		(15,389	)		(15,389	)		(15,389	)		(15,389	)
Less:
Common stock held by employee stock ownership plan (6)		—			10,200			12,000			13,800			15,870
Common stock to be acquired by stock-based benefit plan (6)		—			5,100			6,000			6,900			7,935
Total stockholders’ equity	$	156,737		$	266,101		$	285,704		$	305,307		$	327,851
Total stockholders’ equity as a percentage of total assets (7)		13.93	%		22.04	%		23.28	%		24.49	%		25.83	%
Tangible equity as a percentage of tangible assets (7)		15.18	%		22.14	%		23.39	%		24.60	%		25.95	%

(1) As adjusted to give effect to an increase in the number of shares of common stock that could occur due to a 15% increase in the offering range to reflect demand for shares or changes in market conditions following the commencement of the subscription and community offerings.

(2) Does not reflect withdrawals from deposit accounts for the purchase of shares of common stock in the conversion and stock offering. These withdrawals would reduce pro forma deposits and assets by the amount of the withdrawals.

(3) No effect has been given to the issuance of additional shares of FB Bancorp common stock pursuant to the exercise of options under a stock-based benefit plan. If the plan is implemented within the first year after the closing of the stock offering, an amount up to 10% of the shares of FB Bancorp common stock sold in the stock offering will be reserved for issuance upon the exercise of options under the plan.

(4) On a pro forma basis, common stock and additional paid-in capital have been revised to reflect the number of shares of FB Bancorp common stock to be outstanding.

(5) The retained earnings of Fidelity Bank will be substantially restricted after the conversion and stock offering. See “The Conversion and Stock Offering – Liquidation Rights” and “Regulation and Supervision.”

(6) Assumes that 8% of the shares sold in the stock offering will be acquired by the employee stock ownership plan and will be financed by a loan from FB Bancorp. The loan will be repaid principally from Fidelity Bank’s contributions to the employee stock ownership plan. Since FB Bancorp will lend the funds to the employee stock ownership plan, this debt will be eliminated through consolidation and no liability will be reflected on FB Bancorp’s consolidated financial statements. Accordingly, the amount of shares of common stock acquired by the employee stock ownership plan is shown in this table as a reduction of total stockholders’ equity.

(7) Assumes a number of shares of common stock equal to 4% of the shares of common stock sold in the stock offering for grant under a new stock-based benefit plan will be purchased in the open market by FB Bancorp. The dollar amount of common stock to be purchased is based on the $10.00 per share subscription price in the stock offering and represents unearned compensation. This amount does not reflect possible increases or decreases in the value of common stock relative to the subscription price in the stock offering. As FB Bancorp accrues compensation expense to reflect the vesting of shares pursuant to the stock-based benefit plan, the credit to equity will be offset by a charge to non-interest expense. Implementation of one or more stock-based benefit plans will require prior stockholder approval.

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PRO FORMA DATA

The following tables summarize historical data of Fidelity Bank and pro forma data of FB Bancorp at and for the year ended December 31, 2023. This information is based on assumptions set forth below and in the tables, and should not be used as a basis for projections of market value of the shares of common stock following the conversion and stock offering.

The net proceeds in the tables are based upon the following assumptions:

• all shares of common stock will be sold in the subscription offering;

• our employee stock ownership plan will purchase 8% of the shares of common stock sold in the stock offering funded by a loan from FB Bancorp. The loan will be repaid in substantially equal payments of principal and interest (at the prime interest rate) over a period of 25 years; and

• estimated expenses of the stock offering, including fees and expenses to be paid to Performance Trust, are $1.5 million at the mid-point.

Pro forma earnings on net proceeds have been calculated assuming the stock has been sold at the beginning of the period and the net proceeds have been invested at a yield of 4.87% for the year ended December 31, 2023, which is the yield on the one-year U.S. Treasury Note rate at 4.87. In light of current market interest rates, we consider this rate to reflect the pro forma reinvestment rate more accurately than the arithmetic average of the weighted average yield earned on our interest-earning assets and the weighted average rate paid on our deposits, which is the reinvestment rate generally required by LOFI and FDIC regulations. The pro forma after-tax yield on the net offering proceeds is assumed to be 3.94% for the year ended December 31, 2023, based on an effective tax rate of 19%.

We calculated historical and pro forma per share amounts by dividing historical and pro forma amounts of consolidated net income and stockholders’ equity by the indicated number of shares of common stock. We adjusted the earnings figures to give effect to the shares of common stock purchased by the employee stock ownership plan. We computed per share amounts for each period as if the shares of common stock were outstanding at the beginning of each period, but we did not adjust per share historical or pro forma stockholders’ equity to reflect the earnings on the estimated net proceeds.

The pro forma tables give effect to the implementation of one or more stock-based benefit plans. Subject to the receipt of stockholder approval, we have assumed that the stock-based benefit plan will acquire for restricted stock awards a number of shares of common stock equal to 4% of our shares of common stock sold in the stock offering at the same price for which they were sold in the stock offering. We assume that shares of common stock are granted under the plan in awards that vest over a five-year period.

We have also assumed that the stock-based benefit plan will grant options to acquire shares of common stock equal to 10% of our outstanding shares of common stock. In preparing the tables below, we assumed that stockholder approval was obtained, that the exercise price of the stock options and the market price of the stock at the date of grant were $10.00 per share and that the stock options have a term of ten years and vested over five years. We applied the Black-Scholes option pricing model to estimate a grant-date fair value of $3.71 for each option. In addition to the terms of the options described above, the Black-Scholes option pricing model assumed an estimated volatility rate of 34.2% for the shares of common stock, a dividend yield of 0%, an expected option life of 10 years and a risk-free interest rate of 4.05%. Finally, we assumed that 25% of the stock options were non-qualified options granted to directors, resulting in a tax benefit (at an assumed tax rate of 19%) for a deduction equal to the grant date fair value of the options.

We may reserve shares for the exercise of stock options and the grant of stock awards under a stock-based benefit plan in excess of 10% and 4%, respectively, of our total outstanding shares if the stock-based benefit plan is adopted more than one year following the completion of the conversion and the stock offering. In addition, we may grant options and award shares that vest more rapidly than over a five-year period if the stock-based benefit plan is adopted more than one year following the completion of the conversion and the stock offering.

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As discussed under “How We Intend to Use the Proceeds from the Stock Offering,” FB Bancorp intends to contribute to Fidelity Bank $62.3 million, $73.5 million, $84.6 million and $97.5 million of the net offering proceeds at the minimum, midpoint, maximum, and adjusted maximum of the offering range, respectively, and retain the remainder of the net offering proceeds. FB Bancorp will use a portion of the net offering proceeds it retains for the purpose of making a loan to the employee stock ownership plan, and retain the remainder of the net offering proceeds for future use.

The pro forma table does not give effect to: (i) withdrawals from deposit accounts for the purpose of purchasing shares of common stock in the stock offering; (ii) FB Bancorp’s results of operations after the conversion and stock offering are completed; or (iii) changes in the market price of the shares of common stock after the conversion and stock offering are completed.

The following pro forma information may not represent the financial effects of the stock offering at the date on which the stock offering actually occurs and you should not use the table to indicate future results of operations. Pro forma stockholders’ equity represents the difference between the stated amount of our assets and liabilities, computed according to GAAP. We did not increase or decrease stockholders’ equity to reflect the difference between the carrying value of loans and other assets and their market value. Pro forma stockholders’ equity is not intended to represent the fair market value of the shares of common stock and may be different than the amounts that would be available for distribution to stockholders if we liquidated. Pro forma stockholders’ equity does not give effect to the impact of intangible assets, bad debt reserve or the liquidation account we will establish in the conversion in the unlikely event we are liquidated.

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	At or for the Year ended December 31, 2023 Based on the Sale at $10.00 Per Share of:
	12,750,000 Shares			15,000,000 Shares			17,250,000 Shares			19,837,500 Shares (1)
	(Dollars in thousands, except per share amounts)
Pro forma market capitalization	$	127,500		$	150,000		$	172,500		$	198,375
Gross offering proceeds	$	127,500		$	150,000		$	172,500		$	198,375
Less: Estimated expenses		2,836			3,033			3,230			3,456
Estimated net proceeds		124,664			146,967			169,270			194,919
Less: Common stock acquired by ESOP (2)		10,200			12,000			13,800			15,870
Less: Common stock acquired by stock-based benefit plans (3)(4)		5,100			6,000			6,900			7,935
Estimated net proceeds	$	109,364		$	128,967		$	148,570		$	171,114
For the Year ended December 31, 2023
Consolidated net income:
Historical	$	1,118		$	1,118		$	1,118		$	1,118
Pro forma adjustments:
Income on adjusted net proceeds		4,309			5,081			5,854			6,742
Employee stock ownership plan(2)		(330	)		(389	)		(447	)		(514	)
Stock awards(3)		(826	)		(972	)		(1,118	)		(1,285	)
Stock options(4)		(946	)		(1,113	)		(1,280	)		(1,472	)
Pro forma net income	$	2,207		$	2,607		$	3,009		$	3,471
Income per share:
Historical	$	0.09		$	0.08		$	0.07		$	0.06
Pro forma adjustments:
Income on adjusted net proceeds		0.37			0.37			0.37			0.37
Employee stock ownership plan(2)		(0.03	)		(0.03	)		(0.03	)		(0.03	)
Stock awards(3)		(0.07	)		(0.07	)		(0.07	)		(0.07	)
Stock options(4)		(0.08	)		(0.08	)		(0.08	)		(0.08	)
Pro forma earnings per share	$	0.28		$	0.27		$	0.26		$	0.25
Offering price to pro forma net earnings per share		35.7x			37.0x			38.5x			40.0x
Number of shares used in earnings per share calculations		11,770,800			11,770,800			11,770,800			11,770,800
At December 31, 2022
Stockholders’ equity:
Historical	$	156,737		$	156,737		$	156,737		$	156,737
Estimated net proceeds		124,664			146,967			169,270			194,919
Less: Common stock acquired by employee stock ownership plan(2)		(10,200	)		(12,000	)		(13,800	)		(15,870	)
Less: Common stock acquired by stock-based benefit plans(3)(4)		(5,100	)		(6,000	)		(6,900	)		(7,935	)
Pro forma stockholders’ equity(5)	$	266,101		$	285,704		$	305,307		$	327,851
Pro forma tangible stockholders’ equity(5)	$	260,315		$	279,918		$	299,521		$	322,065
Stockholders’ equity per share:
Historical	$	12.29		$	10.45		$	9.09		$	7.90
Estimated net proceeds		9.78			9.80			9.81			9.83
Less: Common stock acquired by employee stock ownership plan(2)		(0.80	)		(0.80	)		(0.80	)		(0.80	)
Less: Common stock acquired by stock-based benefit plans(3)(4)		(0.40	)		(0.40	)		(0.40	)		(0.40	)
Pro forma stockholders’ equity per share(5)	$	20.87		$	19.05		$	17.70		$	16.53
Pro forma tangible stockholders’ equity per share(5)	$	20.42		$	18.66		$	17.36		$	16.24
Offering price as percentage of pro forma stockholders’ equity per share		47.9	%		52.5	%		56.5	%		60.5	%
Offering price as percentage of pro forma tangible stockholders’ equity per share		49.0	%		53.6	%		57.6	%		61.6	%
Number of shares outstanding for pro forma book value per share calculations		12,750,000			15,000,000			17,250,000			19,837,500

(1) As adjusted to give effect to an increase in the number of shares which could occur due to a 15% increase in the offering range to reflect demand for the shares or changes in market conditions following the commencement of the stock offering.

(2) Assumes that 8% of shares of common stock sold in the stock offering will be purchased by the employee stock ownership plan. For purposes of this table, the funds used to acquire these shares are assumed to have been borrowed by the employee stock ownership plan from FB Bancorp. Fidelity Bank intends to make annual contributions to the employee stock ownership plan in an amount at least equal to the required principal and interest payments on the debt. Fidelity Bank’s total annual payments on the employee stock ownership plan debt are based upon 25 equal annual installments of principal and interest. Financial

(Footnotes continue on following page)

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(Footnotes continued from previous page)

Accounting Standards Board Accounting Standards Codification 718-40, “Employers’ Accounting for Employee Stock Ownership Plans”, referred to as “ASC 718-40” throughout this prospectus, requires that an employer record compensation expense in an amount equal to the fair value of the shares committed to be released to employees. The pro forma adjustments assume that the shares are allocated in equal annual installments based on the number of loan repayment installments assumed to be paid by Fidelity Bank, the fair value of the common stock remains equal to the subscription price and the employee stock ownership plan expense reflects an effective tax rate of 19%. The unallocated shares are reflected as a reduction of stockholders’ equity. No reinvestment is assumed on proceeds contributed to fund the employee stock ownership plan. The pro forma net income for the year ended December 31, 2023 assumes that 40,800, 48,000, 55,200 and 63,480 shares were committed to be released during the period at the minimum, midpoint, maximum, and adjusted maximum of the offering range, respectively. According to ASC 718-40, only the shares committed to be released during the period were considered outstanding for purposes of income per share calculations.

(3) If approved by FB Bancorp’s stockholders, one or more stock-based benefit plans may purchase an aggregate number of shares of common stock equal to 4% of the shares to be sold in the stock offering (or possibly a greater number of shares if the plan is implemented more than one year after completion of the conversion and stock offering, or a lesser number if Fidelity Bank were to have a Tier 1 leverage ratio of less than 10.0% within one year of the completion of the conversion and stock offering). Stockholder approval of the stock-based benefit plan, and purchases by the plan may not occur earlier than six months after the completion of the conversion and stock offering. The shares may be acquired directly from FB Bancorp or through open market purchases. The funds to be used by the stock-based benefit plans to purchase the shares will be provided by FB Bancorp. The table assumes that (i) the stock-based benefit plan acquires the shares through open market purchases at $10.00 per share, (ii) 20% of the amount contributed to the stock-based benefit plan is amortized as an expense during the period, and (iii) the stock-based benefit plan expense reflects an effective tax rate of 19%. Assuming stockholder approval of the stock-based benefit plan and that shares of common stock equal to 4% of the shares sold in the stock offering are awarded through the use of authorized but unissued shares of common stock, stockholders would have their ownership and voting interests diluted by approximately 3.85%.

(4) If approved by FB Bancorp’s stockholders, a stock-based benefit plan may grant options to acquire an aggregate number of shares of common stock equal to 10% of the shares to be sold in the stock (or possibly a greater number of shares if the plan is implemented more than one year after completion of the conversion and stock offering). Stockholder approval of the stock-based benefit plan may not occur earlier than six months after the completion of the conversion and stock offering. In calculating the pro forma effect of the stock options to be granted under a stock-based benefit plan, it is assumed that the exercise price of the stock options and the trading price of the common stock at the date of grant were $10.00 per share, the estimated grant-date fair value determined using the Black-Scholes option pricing model was $3.71 for each option, and the aggregate grant-date fair value of the stock options was amortized to expense on a straight-line basis over a five-year vesting period of the options. The actual expense of the stock options to be granted under the stock-based benefit plan will be determined by the grant-date fair value of the options, which will depend on a number of factors, including the valuation assumptions used in the option pricing model ultimately adopted. Under the above assumptions, the adoption of the stock-based benefit plan will result in no additional shares under the treasury stock method for purposes of calculating earnings per share. There can be no assurance that the actual exercise price of the stock options will be equal to the $10.00 price per share. If a portion of the shares to satisfy the exercise of options under the stock-based benefit plans is obtained from the issuance of authorized but unissued shares, our net income per share and stockholders’ equity per share would decrease. Assuming stockholder approval of the stock-based benefit plan and that shares of common stock used to fund stock options (equal to 10% of the shares sold in the stock offering) are awarded through the use of authorized but unissued shares of common stock, stockholders would have their ownership and voting interests diluted by approximately 9.09%.

(5) The retained earnings of Fidelity Bank will be substantially restricted after the conversion. See “Our Dividend Policy,” “The Conversion and Stock Offering – Liquidation Rights” and “Regulation and Supervision.” The number of shares used to calculate pro forma stockholders’ equity per share is equal to the total number of shares to be outstanding upon completion of the conversion and stock offering.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion and analysis discusses information contained in our financial statements and other relevant statistical data, and is intended to enhance your understanding of our financial condition and results of operations. You should read the information in this section in conjunction with the business and financial information regarding FB Bancorp provided in this prospectus, including the financial statements, which appear beginning on page F-1 of this prospectus.

Overview

After the completion of the conversion and stock offering, FB Bancorp will conduct its operations primarily through Fidelity Bank. Fidelity Bank’s business consists primarily of taking deposits from the general public and investing those deposits, together with funds generated from operations, in one- to four-family residential real estate loans, commercial real estate loans, commercial loans, home equity loans and lines of credit, consumer loans and construction loans. We also invest in securities, which have historically consisted primarily of mortgage-backed securities and obligations issued by U.S. government sponsored enterprises. We offer a variety of deposit accounts including negotiable orders of withdrawal, which we refer to as “NOW” throughout this prospectus, savings accounts, money market accounts and certificate of deposit accounts. Fidelity Bank is subject to comprehensive regulation and examination by the LOFI and the FDIC.

Our results of operations depend primarily on our net interest income. Net interest income is the difference between the interest income we earn on our interest-earning assets and the interest we pay on our interest-bearing liabilities. Our results of operations also are affected by our provisions for credit losses, non-interest income and non-interest expense. Non-interest income currently consists primarily of service charges on deposit accounts, gain on the resale of mortgage loans and mortgage servicing rights and other service charges and fees. Non-interest expense currently consists primarily of expenses related to salaries and employee benefits, occupancy and equipment, data processing, advertising and marketing, amortization of mortgage servicing rights, and other expenses.

Our results of operations also may be affected significantly by general and local economic and competitive conditions, changes in market interest rates, governmental policies and actions of regulatory authorities.

Business Strategy

Our principal objective is to build long-term value for our stockholders by operating a profitable community-oriented financial institution dedicated to meeting the banking needs of our customers by emphasizing personalized and efficient customer service. Highlights of our current business strategy include:

• Continuing to seek to grow and diversify our loan portfolio prudently by increasing originations of commercial real estate and commercial loans in an effort to increase the overall loan portfolio yield. We intend to continue to prudently increase our originations of commercial real estate and commercial loans in order to diversify our loan portfolio and increase yield. At December 31, 2023, commercial real estate loans amounted to $206.3 million, or 30.9% of total loans and commercial loans amounted to $69.6 million, or 10.4%, of total loans.

• Continuing NOLA’s focus on originating residential mortgage loans at its current pace primarily for sale into the secondary market. NOLA originates all of our one-to four-family residential mortgage loans with the intent to sell such loans into the secondary market. During the year ended December 31, 2023, our NOLA division originated $464.0 million of one- to four-family residential mortgage loans, of which $388.1 million were sold into the secondary market for a gain on sale of approximately $12.5 million. We intend to generally maintain NOLA’s current level of loan originations going forward, subject to customer demand and market interest rates.

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• Maintaining our strong asset quality through conservative loan underwriting. We intend to maintain strong asset quality through what we believe are our conservative underwriting standards and credit monitoring processes. At December 31, 2023, our non-performing loans at December 31, 2023 totaled $7.7 million, or 1.15% of total loans.

• Continuing to attract and retain customers in our current market areas and growing our low-cost “core” deposit base while expanding our offices and banking activity in the Baton Rouge and Lafayette, Louisiana markets. We consider our core deposits to include NOW accounts, statement savings accounts, money market accounts, and other savings deposit accounts. We will continue our efforts to increase our core deposits to provide a stable source of funds to support loan growth at costs consistent with improving our interest rate spread and net interest margin. Core deposits totaled $504.4 million, or 65.6% of total deposits, at December 31, 2023. We have expanded our deposit and lending activities into the Baton Rouge and Lafayette, Louisiana markets over the last several years, including the hiring of Market Area Presidents and lending teams and we anticipate that these efforts will continue.

• Continuing to implement and invest in both our online banking infrastructure and our fully digital bank (“Andi”) in order to meet current customer needs as well as expand our customer base in existing and new markets. We are expanding our online banking infrastructure for consumer and commercial customers to meet existing and prospective customer expectations with digital deposit products, lending products and financial wellness products. We have also established a fully digital-only bank as a division of Fidelity Bank.

• Remaining a community-oriented institution relying on high quality service to maintain and build a loyal local customer base. We have been operating continuously in southern Louisiana since 1908. Through the goodwill we have developed over years of providing timely, efficient banking services, we believe that we have been able to attract a loyal base of local retail customers on which we hope to continue to build our banking business.

• Continuing to grow through organic growth while also considering opportunistic acquisitions or branching. We intend to grow our assets organically on a managed basis, and the capital we are raising in the stock offering will enable us to increase our lending and investment capacity. In addition to organic growth, we may also consider expansion opportunities in our market areas or in contiguous markets that we believe would enhance both our franchise value and stockholder returns. These opportunities may include acquiring other financial institutions and/or establishing loan production offices, establishing new, or de novo, branch offices and/or acquiring branch offices. The capital we are raising in the stock offering would help us fund any such opportunities that may arise. We have no current plans or intentions regarding any such expansion activities.

We expect these strategies to guide our investment of the net proceeds of the stock offering. We intend to continue to pursue these business strategies after the conversion and stock offering, subject to changes necessitated by future market conditions, regulatory restrictions and other factors.

Anticipated Increase in Non-interest Expense

Following the completion of the conversion and stock offering, our non-interest expense is expected to increase because of the increased costs associated with operating as a public company, including the expected hiring of additional accounting personnel, and the increased compensation expenses associated with the implementation of our employee stock ownership plan and the possible implementation of a stock-based benefit plan, if approved by our stockholders, no earlier than six months after the completion of the conversion and stock offering. See “Summary – Benefits to Management and Potential Dilution to Stockholders Resulting from the Conversion and Stock Offering;” “Risk Factors – Risks Related to the Stock Offering – Our stock-based benefit plans will increase our expenses and reduce our income;” and “Management – Executive Compensation.”

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Critical Accounting Policies and Use of Critical Accounting Estimates

The discussion and analysis of the financial condition and results of operations are based on our financial statements, which are prepared in conformity with GAAP. The preparation of these 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. Facts and circumstances that could affect these judgments include, but are not limited to, changes in interest rates, changes in the performance of the economy and changes in the financial condition of borrowers.

The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company,” we may delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We intend to take advantage of the benefits of this extended transition period. Accordingly, our financial statements may not be comparable to companies that comply with such new or revised accounting standards.

The following represent our critical accounting policies:

Provision for Credit Losses. On January 1, 2023, Fidelity Bank adopted ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as amended, which replaces the incurred loss methodology with an expected loss methodology that is referred to as CECL throughout this prospectus. The measurement of expected credit losses under CECL is applicable to financial assets measured at amortized costs, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases. In addition, ASC 326 made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write down on available-for-sale debt securities that management does not intend to sell or believe that it is not, more than likely, required to sell.

Upon adoption of this new credit loss measurement standard, Fidelity Bank did not recognize a material change to its financial position or results of operations. No retroactive cumulative effect of accounting changes were recognized in this adoption.

Deferred Tax Assets. Income taxes are accounted for under the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50%. Deferred tax assets are reduced by a valuation allowance, if based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.

Fair Value Measurements. Fair values of financial instruments are estimated using relevant market information and other assumptions. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates. The fair value estimates of existing on- and off-balance sheet financial instruments do not include the value of anticipated future business or the value of assets and liabilities not considered financial instruments.

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Comparison of Financial Condition at December 31, 2023 and December 31, 2022

Total Assets. Total assets were $1.12 billion at December 31, 2023, an increase of $117.7 million, or 11.7%, from $1.01 billion at December 31, 2022. The increase was primarily due to increases in loans held for investment, net of $110.7 million and interest-bearing deposits of $28.7 million combined with an increase of $4.6 million in premises and equipment, net due to expansion into the Baton Rouge and Lafayette, Louisiana markets, which were partially offset primarily by a decrease in investment securities of $20.2 million.

Interest-Bearing Liabilities. Interest-bearing liabilities increased by $28.7 million, or 43.4%, to $81.3 million at December 31, 2023 from $52.6 million at December 31, 2022. The increase was primarily the result of a $120.0 million advance from the Federal Reserve Board under the Bank Term Funding Program, offset in part by the deployment of such assets into loans.

Available-for-Sale Investment Securities. Investment securities decreased $20.2 million, or 7.5%, to $249.9 million at December 31, 2023, from $270.1 million at December 31, 2022. Aggregate securities purchases were $17.3 million during the year ended December 31, 2023, which were offset by calls, maturities, as well as repayments aggregating $43.8 million.

The weighted average yield on investment securities was 3.58% for the year ended December 31, 2023, compared to 3.00% for the year ended December 31, 2022, reflecting the increase in market rates of interest.

Loans Held for Investment, Net. Loans held for investment, net, increased by $110.7 million, or 20.2%, to $659.5 million at December 31, 2023 from $548.8 million at December 31, 2022. During the year ended December 31, 2023, loan originations (excluding loans held for sale) totaled $463.3 million. During the year ended December 31, 2023, the increase was primarily due to the following: one- to four-family residential mortgage loans increased $34.9 million, or 16.3%, to $248.9 million at December 31, 2023, from $214.0 million at December 31, 2022, residential construction loans increased $15.1 million to $15.8 million at December 31, 2023 from $686,000 at December 31, 2022, commercial real estate loans increased $37.2 million, or 21.9%, to $206.3 million at December 31, 2023, from $169.1 million at December 31, 2022 (which included an increase of $181 thousand in commercial construction loans to $15.4 million at December 31, 2023 from $15.2 million at December 31, 2022) and home equity loans and lines of credit increased $12.8 million, or 15.3%, to $98.3 million at December 31, 2023 from $85.5 million at December 31, 2022.

Increases in loan balances reflect our strategy to grow the commercial real estate loan portfolio while continuing to focus on owner-occupied one- to four-family residential mortgage loans and commercial real estate loans. We have expanded our lending activities into the Baton Rouge and Lafayette, Louisiana markets, including adding lending teams in these markets.

Deposits. Deposits decreased by $22.2 million, or 2.81%, to $769.3 million at December 31, 2023 from $791.5 million at December 31, 2022. Core deposits (defined as all deposits other than certificates of deposit) decreased $119.3 million, or 19.1%, to $504.4 million at December 31, 2023 from $623.8 million at December 31, 2022. Certificates of deposit increased $97.1 million, or 57.9%, to $264.9 million at December 31, 2023 from $167.8 million at December 31, 2022. Our certificates of deposit included $90.8 million in wholesale and brokered certificates of deposit. Such deposits generally tend to be at higher yields than other types of deposits and generally do not represent direct customer relationships, but were utilized, in part, to fund loan growth.

Total Equity. Total equity increased $4.7 million, or 3.1%, to $156.7 million at December 31, 2023 from $152.0 million at December 31, 2022. The increase resulted from net income of $1.1 million for the year ended December 31, 2023 combined with a $3.6 million decrease in accumulated other comprehensive loss.

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Average Balances Sheets. The following table sets forth average balance sheets, average yields and costs, and certain other information for the periods indicated. No tax-equivalent yield adjustments have been made, as the effects would be immaterial. Average yields include the effect of net deferred fee income, discounts and premiums that are amortized or accreted to interest income or interest expense. Average balances are calculated using daily average balances.

	For the Year Ended December 31,
	2023								2022
	Average Outstanding Balance			Interest		Average Yield/Rate			Average Outstanding Balance			Interest		Average Yield/Rate
	(Dollars in thousands)
Interest-earning assets:
Cash and cash equivalents	$	38,685		$	1,733		4.48	%	$	200,476		$	2,402		1.20	%
Securities		259,311			9,278		3.58	%		197,537			5,927		3.00	%
Loans		611,317			41,679		6.82	%		526,578			33,825		6.42	%
Loans held for sale		26,098			1,608		6.16	%		38,382			1,656		4.31	%
Total earning assets		935,411			54,298		5.80	%		962,973			43,810		4.55	%
Non-interest-earning assets:
Cash and cash equivalents		6,714								6,982
Fixed assets		49,960								46,914
Allowance for credit losses		(6,332	)							(7,926	)
Other		56,562								58,102
Total non-interest-earning assets		106,905								104,073
Total assets	$	1,042,316							$	1,067,045
Interest-bearing liabilities:
Interest-bearing demand deposits	$	131,764			136		0.10	%	$	149,695			102		0.07	%
Interest-bearing savings and money market deposits		262,711			1,091		0.42	%		326,618			469		0.14	%
Certificates of deposit		232,260			5,535		2.38	%		185,193			1,226		0.66	%
Total interest-bearing deposits		626,735			6,762		1.08	%		661,507			1,797		0.27	%
Interest-bearing borrowings		80,831			3,368		4.17	%		33,659			447		1.33	%
Total interest-bearing liabilities		707,567			10,130		1.43	%		695,166			2,244		0.32	%
Non-interest:
Demand deposits		173,927								205,346
Other liabilities		8,197								5,348
Total non-interest liabilities		182,124								210,694
Total equity		152,626								161,186
Total liabilities and equity	$	1,042,316							$	1,067,045
Net interest income				$	44,168							$	41,566
Net interest-earning assets (1)	$	308,676							$	301,466
Net interest rate spread (2)							4.37	%							4.23	%
Net yield on interest-earning assets (3)							4.72	%							4.32	%
Average of interest-earning assets to interest-bearing liabilities		1.32x								1.39x
Average equity to assets		14.64	%							15.11	%

(1) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(2) 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.

(3) Represents net interest income divided by average interest-earning assets.

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Rate/Volume Analysis

The following table presents the effects of changing rates and volumes on our net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The total column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately based on the changes due to rate and the changes due to volume. There were no out-of-period items or adjustments required to be excluded from the table below.

	Year Ended December 31, 2023 vs. Year Ended December 31, 2022
	Increase (Decrease) Due to						Total Increase (Decrease)
	Volume			Rate
	(In thousands)
Interest-earning assets:
Cash and cash equivalents	$	(1,938	)	$	1,269		$	(669	)
Securities		1,854			1,497			3,351
Loans		5,443			2,411			7,854
Loans held for sale		(530	)		482			(48	)
Total interest-earning assets		4,828			5,659			10,488
Interest-bearing liabilities:
Interest-bearing demand deposits		(12	)		46			34
Interest-bearing savings and money market deposits		(92	)		714			622
Certificates of deposit		312			3,997			4,308
Total interest-bearing deposits		208			4,757			4,965
Interest-bearing borrowings		626			2,295			2,922
Total interest-bearing liabilities		834			7,052			7,886
Net interest income	$	3,994		$	(1,393	)	$	2,602

Comparison of Operating Results for the Years Ended December 31, 2023 and 2022

General. Net income of $1.1 million was recorded for the year ended December 31, 2023, a decrease of $992,000 compared to net income of $2.1 million for the year ended December 31, 2022. The decrease in net income was primarily due to an increase in interest expense of $7.9 million and an increase in non-interest expense of $4.6 million, which were partially offset by a $10.5 million increase in interest income and a $2.4 million increase in non-interest income.

Interest Income. Interest income increased $10.5 million, or 23.9%, to $54.3 million for the year ended December 31, 2023, compared to $43.8 million for the year ended December 31, 2022. This increase was attributable to a $7.9 million, or 22.0%, increase in interest and fees on loans and a $3.4 million increase in interest and dividends on investment securities, which was partially offset by a $669,000, or 38.6%, decrease in interest on interest-bearing deposits. As a result of its participation in the Paycheck Protection Program, Fidelity Bank recorded $2.8 million in 2022 in fee income while recording no fee income from this program in 2023 since it had expired.

The average balance of loans during the year ended December 31, 2023 increased by $72.5 million, or 16.1%, while the average yield on loans increased to 6.82% for the year ended December 31, 2023 from 6.42% for the year ended December 31, 2022. The increase in average yield on loans was due to both the increasing interest rate environment as well as growth in our loan portfolio, particularly the commercial and residential construction portfolios.

The average balance of investment securities increased $61.8 million to $259.3 million for the year ended December 31, 2023 from $197.5 million for the year ended December 31, 2022, while the average yield on investment securities increased to 3.58% for the year ended December 31, 2023 from 3.00% for the year ended December 31, 2022. The increase in the average yield on securities was due primarily to increasing loan volume.

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The average balance of cash and cash equivalents decreased $161.8 million, or 80.7%, for the year ended December 31, 2023, which was partially offset by an increase in the average yield, to 4.48% for the year ended December 31, 2023 from 1.20% for the year ended December 31, 2022. The average yield on cash and cash equivalents reflected the increase in market interest rates during 2023.

Interest Expense. Total interest expense increased $7.9 million, or 351.4%, to $10.1 million for the year ended December 31, 2023, from $2.2 million for the year ended December 31, 2022. The increase was primarily due to an increase in the average cost of deposits to 1.08% for the year ended December 31, 2023 from 0.27% for the year ended December 31, 2022, reflecting the increase in market interest rates, continued competition for deposits from other financial institutions, and the increase in certificates of deposit (including brokered and wholesale certificates of deposit), which were partially offset by a decrease of $34.7 million, or 5.3%, in the average balance of interest-bearing deposits to $626.7 million for the year ended December 31, 2023 from $661.5 million for the year ended December 31, 2022. In addition, the increase in total interest expense was partially due to the $2.9 million increase in borrowed funds expense, due to Fidelity Bank borrowing $120.0 million from the Federal Reserve Board’s Bank Term Funding Program in 2023.

Net Interest Income. Net interest income increased $2.6 million, or 6.3%, to $44.2 million for the year ended December 31, 2023, compared to $41.6 million for the year ended December 31, 2022. The increase reflected an increase in the average net interest-earning assets of $7.2 million and an increase in the interest rate spread to 4.37% for the year ended December 31, 2023 from 4.23% for the year ended December 31, 2022. The net interest margin increased to 4.72% for the year ended December 31, 2023 from 4.32% for the year ended December 31, 2022.

Provision for Credit Losses. Based on an analysis of the factors described in “Critical Accounting Policies and Use of Critical Accounting Estimates – Allowance for Credit Losses,” there was a $649,000 provision for credit losses for the year ended December 31, 2023 compared to a benefit for credit losses of $396,000 for the year ended December 31, 2022. The increase in the provision for credit losses was due primarily to loan growth during 2023. The benefit for credit losses in 2022 was due, in part, to improved macroeconomic factors in 2022 compared to 2021. The allowance for credit losses was $6.2 million and $7.3 million for the years ended December 31, 2023 and 2022, respectively, and represented 0.90% of total loans at December 31, 2023 and 1.27% of total loans at December 31, 2022.

Total non-performing loans were $7.7 million at December 31, 2023, compared to $4.9 million at December 31, 2022. Classified loans totaled $12.0 million at December 31, 2023, compared to $8.4 million at December 31, 2022, and total loans past due greater than 30 days were $10.1 million and $6.8 million at those respective dates. Special mention loans were $11.6 million at December 31, 2023 compared to $719,000 at December 31, 2022, primarily related to one borrower relationship consisting of two loans with an aggregate principal balance at December 31, 2023 of $8.6 million, which continue to make timely payments on such loans. As a percentage of non-performing loans, the allowance for credit losses was 80.9% at December 31, 2023 compared to 147.5% at December 31, 2022.

The allowance for credit losses reflects the estimate management believes to be appropriate to cover probable expected losses that were inherent in the loan portfolio at December 31, 2023. While management believes the estimates and assumptions used in the determination of the adequacy of the allowance are reasonable, such estimates and assumptions could be proven incorrect in the future, and the actual amount of future provisions may exceed the amount of past provisions. Any increase in future provisions that may be required may adversely impact Fidelity Bank’s financial condition and results of operations. In addition, bank regulatory agencies periodically review the allowance for credit losses and may recommend an increase in the provision for possible credit losses or the recognition of loan charge-offs, based on judgments different than those of management.

Non-interest Income. Non-interest income totaled $24.9 million for the year ended December 31, 2023, an increase of $2.4 million, or 10.6%, from $22.5 million for the year ended December 31, 2022. The increase was primarily due to a $5.3 million gain on sale of mortgage servicing rights in 2023 due to favorable market conditions, compared to no gain on sale of mortgage servicing rights in 2022, partially offset by a decrease of $2.0 million in gain on sale of mortgage loans to $12.5 million for the year ended December 31, 2023 from $14.5 million for the year ended December 31, 2022, as a result of the increase in market interest rates and the volatile mortgage banking market.

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Non-interest Expense. Non-interest expense increased $4.6 million, or 7.4%, to $67.0 million for the year ended December 31, 2023, compared to $62.4 million for the year ended December 31, 2022. Fidelity Bank had a $247,000 loss in 2023 on its strategy to utilize forward commitments to hedge the effect of changes in interest rates following its origination of residential mortgage loans by NOLA. The hedging loss in 2023 was due to a decline in market interest during the latter portion of 2023. Fidelity Bank had a $4.9 million gain in 2022 on its hedging strategy due to the increase in market interest rates throughout 2022.

The increase was also due to a $1.0 million, or 27.8%, increase in data processing fees as Fidelity Bank invests in its online banking improvements and digital bank. These increases in non-interest expense were partially offset by a $1.3 million decrease in mortgage servicing rights amortization and a $1.2 million decrease in salaries and employee benefits due to a reduction in NOLA personnel during 2023 as a result of the contraction in the mortgage banking sector.

Provision (Benefit) for Income Taxes. The provision for income taxes increased by $335,000, to a provision of $330,000 for the year ended December 31, 2023, compared to a benefit of $5,000 for the year ended December 31, 2022. The increase in the income tax provision was primarily due to the tax treatment on the sale of mortgage servicing rights.

Management of Market Risk

General. Our most significant form of market risk is interest rate risk because, 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. All directors participate in discussions during the regular board meetings evaluating the interest rate risk inherent in our assets and liabilities, and the level of risk that is appropriate. These discussions take into consideration our business strategy, operating environment, capital, liquidity and performance objectives consistent with the policy and guidelines approved by them.

Our asset/liability management strategy attempts to manage the impact of changes in interest rates on net interest income, our primary source of earnings. Among the techniques we are using to manage interest rate risk are:

• maintaining capital levels that exceed the thresholds for well-capitalized status under federal regulations;

• hedging our interest rate risk on residential mortgage loans held for sale through the use of forward commitments;

• maintaining a high level of liquidity;

• 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; and

• continuing to diversify our loan portfolio by adding more commercial-related loans, which typically have shorter maturities and/or balloon payments.

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

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Economic Value of Equity. We also compute amounts by which the net present value of our assets and liabilities (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 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 instantaneously by 100, 200, 300 and 400 basis point increments or decreases instantaneously by 100 or 200 basis point increments, with changes in interest rates representing immediate and permanent, parallel shifts in the yield curve.

The following table sets forth, at December 31, 2023, the calculation of the estimated changes in our EVE that would result from the designated immediate changes in the United States Treasury yield curve.

At December 31, 2023
Change in Interest Rates (basis points) (1)	Estimated EVE (2)		Estimated Increase (Decrease) in EVE						EVE as a Percentage of Present Value of Assets (3)
									EVE Ratio (4)			Increase (Decrease) (basis points)
			Amount			Percent
(Dollars in thousands)
400	$	147,067	$	(79,678	)		(35.1	)%		12.85	%		(730	)
300		169,590		(57,155	)		(25.2	)%		14.81	%		(534	)
200		190,219		(36,526	)		(16.1	)%		16.62	%		(353	)
100		209,871		(16,874	)		(7.4	)%		18.33	%		(182	)
—		226,745		—			—	%		20.15	%		—
(100)		241,035		14,290			6.3	%		21.06	%		91
(200)		248,684		21,939			9.7	%		21.72	%		157

(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 December 31, 2023, we would have experienced a 16.1% decrease in EVE in the event of an instantaneous parallel 200 basis point increase in market interest rates and a 9.7% increase in EVE in the event of an instantaneous 200 basis point decrease in market interest rates.

Change in Net Interest Income. The following table sets forth, at December 31, 2023, the calculation of the estimated changes in our net interest income, referred to as “NII” throughout this prospectus, that would result from the designated immediate changes in the United States Treasury yield curve.

At December 31, 2023
Change in Interest Rates (basis points) (1)	NII Year 1 Forecast		Year 1 Change from Level
	(Dollars in thousands)
+400	$	36,405		(16.60	)%
+300		39,343		(9.87	)%
+200		41,669		(4.54	)%
+100		43,114		(1.23	)%
Level		43,651		—	%
(100)		43,498		(0.35	)%
(200)		42,804		(1.94	)%

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

The table above indicates that at December 31, 2023, we would have experienced a 4.54% decrease in NII in the event of an instantaneous parallel 200 basis point increase in market interest rates and a 1.94% decrease in NII in the event of an instantaneous 200 basis point decrease in market interest rates.

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Certain shortcomings are inherent in the methodologies used in the above interest rate risk measurement. Modeling changes in EVE and NII 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. In this regard, the EVE and NII tables presented above 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 EVE and NII 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 on EVE and NII and will differ from actual results.

EVE and net interest NII 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, deposits and borrowings.

Liquidity and Capital Resources

Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. 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, proceeds from maturities of securities and sales of mortgage loans. We also have the ability to borrow from the Federal Home Loan Bank of Dallas and the Federal Reserve Board’s Bank Term Funding Program. At December 31, 2023, we had $120.0 million in borrowings with the Federal Reserve Bank under the Bank Term Funding Program and $52.2 million of outstanding borrowings from the Federal Home Loan Bank of Dallas. At December 31, 2023, we had the capacity to borrow an additional $313.5 million from the Federal Home Loan Bank of Dallas and an additional $48.1 million from the Federal Reserve Board discount window.

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments and sales are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and short-term investments. 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, cash flows from investing activities, and cash flows from financing activities. For further information, see the statements of cash flows contained in the financial statements appearing elsewhere in this prospectus.

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 our maturing time deposits will be retained.

At December 31, 2023, Fidelity Bank’s Tier 1 leverage capital was $166.3 million, or 14.8% of adjusted assets. Accordingly, it was categorized as well-capitalized at December 31, 2023. Management is not aware of any conditions or events since the most recent notification that would change our category. For further information, see Note 10 to the notes to financial statements.

Off-Balance Sheet Arrangements. At December 31, 2023, we had $183.2 million of outstanding commitments to originate loans, which included $156.9 million in revolving lines of credit, $14.4 million in residential construction loans and $10.0 million in commercial construction loans and lines of credit. Certificates of deposit that are scheduled to mature in less than one year from December 31, 2023 totaled $195.3 million at December 31, 2023. Management expects that a substantial portion of the maturing certificates of deposit will be renewed. However, if a substantial portion of these deposits is not retained, we may utilize Federal Home Loan Bank of Dallas advances or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense.

Recent Accounting Pronouncements

For a discussion of the impact of recent accounting pronouncements, see Note 1 of the notes to our financial statements beginning on page F-1 of this prospectus.

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Impact of Inflation and Changing Prices

The financial statements and related data presented in this prospectus have been prepared according to GAAP which require the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. The primary impact of inflation on our operations is reflected in increased operating costs. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates, generally, have a more significant impact on a financial institution’s performance than does inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

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BUSINESS OF FB BANCORP

FB Bancorp was incorporated in the State of Maryland on February 29, 2024, and has not engaged in any business to date. Upon completion of the conversion and stock offering, FB Bancorp will own all of the issued and outstanding stock of Fidelity Bank. We intend to contribute at least 50% of the net proceeds from the stock offering to Fidelity Bank. FB Bancorp will retain the remainder of the net proceeds from the stock offering and use a portion of the retained net proceeds to make a loan to the employee stock ownership plan. At a later date, we may use the net proceeds to repurchase shares of common stock, subject to our capital needs, regulatory limitations and other factors. We will invest our initial capital as discussed in “How We Intend to Use the Proceeds from the Stock Offering.”

After the completion of the conversion and stock offering, FB Bancorp, as the bank holding company of Fidelity Bank, will be authorized to pursue other business activities permitted by applicable laws and regulations. See “Regulation and Supervision – Bank Holding Company Regulation” for a discussion of the activities that are permitted for savings and loan holding companies.

Following the conversion and stock offering, our cash flow will depend on earnings from the investment of the net proceeds from the stock offering that we retain, and any dividends we receive from Fidelity Bank. Fidelity Bank is subject to regulatory limitations on the amount of dividends that it may pay. See “Regulation and Supervision – Federal Banking Laws and Regulations Applicable to Fidelity Bank – Capital Distributions.” Initially, FB Bancorp will neither own nor lease any property, but will instead pay a fee to Fidelity Bank for the use of its premises, equipment and furniture. At the present time, we intend to employ only persons who are officers of Fidelity Bank to serve as officers of FB Bancorp. However, we will use periodically the support staff of Fidelity Bank. We will pay a fee to Fidelity Bank for the time employees of Fidelity Bank devote to FB Bancorp; however, these individuals will not be separately compensated by FB Bancorp. FB Bancorp may hire additional employees, as appropriate, to the extent it expands its business in the future.

BUSINESS OF FIDELITY BANK

General

Originally chartered in 1908 under the name “The Fidelity Homestead Association,” Fidelity Bank is a Louisiana-chartered mutual savings bank headquartered in New Orleans, Louisiana, with 18 full-service branches, two drive-up branches and 14 stand-alone ATMs located in southern Louisiana. We conduct our operations from our main office in New Orleans, Louisiana. In January 2014, Fidelity Bank acquired the net assets of NOLA Lending Group, referred to as “NOLA” throughout this prospectus, as a fully-owned division of Fidelity Bank. NOLA originates, primarily for resale, all of our residential mortgages in southern Louisiana, the Florida panhandle, and Mississippi. We consider our primary market areas for deposit gathering and origination of loans held for investment to be southern Louisiana and for origination of loans held for sale to be southern Louisiana, the Florida panhandle and Mississippi.

Our main office is located at 353 Carondelet Street, New Orleans, Louisiana 70130, and our telephone number at that address is (504) 569-8640. Our website address is www.bankwithfidelity.com. Information on our website is not incorporated into this prospectus and should not be considered part of this prospectus.

Market Areas

Fidelity Bank considers the Metropolitan Statistical Areas, referred to as “MSAs” throughout this prospectus, of New Orleans-Metairie-Hammond and Baton Rouge to be our primary market areas for originating loans and gathering deposits. Fidelity Bank’s branch offices are located in the Parish of East Baton Rouge, located within the Baton Rouge MSA, and the Parishes of Jefferson, Orleans, St. Tammany, and Tangipahoa, which are encompassed within the New Orleans-Metairie-Hammond MSA. The five-parish market area contains urban, suburban and more rural areas with large and small population centers. New Orleans and Baton Rouge are the two largest regional economies in Louisiana, with trade, tourism, government, technology, healthcare and the film industry among the leading industries and employment concentrations. New Orleans has one of the busiest ports in the world, and one of the largest oil and gas exploration regions is located to the south of New Orleans. The market

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area north of Lake Pontchartrain (Tangipahoa and St. Tammany Parishes) remains economically connected to the more urbanized Orleans and Jefferson Parishes, and Fidelity Bank considers that area and the New Orleans area to be one overall market. The Baton Rouge MSA also borders the New Orleans MSA to the west. The southern Louisiana region remains exposed to tropical storms and hurricanes that increase operating risk to employers in the region, including financial institutions. The area is still recovering from the impact of Hurricane Katrina in 2005 and later hurricanes. The Baton Rouge metropolitan area, home to the state capital and related government employment, is also a major industrial, petrochemical, medical, research, motion picture and technology employment center. The main campus of Louisiana State University is also located there.

According to published statistics, the New Orleans-Metairie-Hammond MSA and Baton Rouge MSA have populations of approximately 1.4 million and 873,100, respectively. As of July 1, 2022, the estimated populations of the East Baton Rouge, Jefferson, Orleans, St. Tammany, and Tangipahoa Parishes were approximately 451,000, 426,000, 370,000, 273,000, and 137,000, respectively. The estimated population growth rate between April 2020 and July 2022 for the East Baton Rouge, Jefferson, Orleans, St. Tammany, and Tangipahoa Parishes were approximately (1.4)%, (3.4)%, (3.7)%, 3.3%, and 2.9%, respectively, compared to (1.5)% statewide and 0.5% nationwide.

The estimated 2022 median household income of the East Baton Rouge, Jefferson, Orleans, St. Tammany, and Tangipahoa Parishes was approximately $62,100, $63,300, $51,100, $77,000, and $55,300, respectively, compared to $57,900 statewide and $75,100 nationwide. The estimated per capita income during 2022 for the East Baton Rouge, Jefferson, Orleans, St. Tammany, and Tangipahoa Parishes was approximately $37,500, $35,700, $37,000, $40,400, and $29,200, respectively, compared to a $33,000 statewide and $41,300 nationwide. The estimated December 2023 unemployment rate in of the East Baton Rouge, Jefferson, Orleans, St. Tammany, and Tangipahoa Parishes was 3.4%, 3.5%, 4.4%, 3.4% and 4.4%, respectively, compared to the same rate of 3.7% statewide and nationwide.

Competition

We face strong competition within our primary market areas both in making loans and attracting retail deposits. Our market areas include large money centers and regional banks, community banks and savings institutions, and credit unions. We also face competition for loans from mortgage banking firms, consumer finance companies, credit unions, and fintech companies and, with respect to deposits, from money market funds, brokerage firms, mutual funds and insurance companies. At June 30, 2023 (the most recent date for which FDIC data is publicly available), we were ranked 12^th among the 47 FDIC-insured financial institutions with offices in the Orleans, East Baton Rouge, Jefferson, St. Tammany, and Tangipahoa Parishes in Louisiana, with a market share of deposits of 1.22%.

Lending Activities

General. Our loan portfolio consists primarily of residential mortgage loans, residential construction, commercial real estate loans (which includes commercial mortgage, commercial construction and land development loans), commercial loans (which includes commercial and industrial, small business, and other commercial loans not secured by real estate), home equity loans and lines of credit, and consumer loans. Fidelity Bank originates loans for retention in our portfolio and generally does not sell loans, other than loans originated by its NOLA division, which are generally sold into the secondary market. In recent years, we have increased our focus on originating higher yielding commercial real estate loans, and we intend to continue that focus after the conversion and stock offering. We offer both adjustable-rate and fixed-rate residential mortgage loans. However, historically a significant majority of the residential real estate loans which we have originated are long-term, fixed-rate loans that generally conform to secondary market guidelines.

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Loans Held for Investment Portfolio Composition. The following table sets forth the composition of our loan portfolio by type of loan at the dates indicated. Loan balances exclude the fair value of loans held for sale, which totaled $22.6 million and $17.1 million at December 31, 2023 and December 31, 2022, respectively.

	At December 31, 2023						At December 31, 2022
	Amount			Percent			Amount			Percent
	(Dollars in thousands)
One- to four-family residential	$	248,897			37.3	%	$	213,971			38.4	%
Residential construction		15,764			2.4			686			0.1
Commercial real estate (1)		206,267			30.9			169,144			30.4
Commercial		69,619			10.4			66,138			11.9
Home equity		98,331			14.8			85,485			15.4
Other consumer		27,740			4.2			21,416			3.8
		666,618			100.0	%		556,840			100.0	%
Less:
Undisbursed portion of mortgage loans		(118	)					(54	)
Net deferred loan costs (fees)		(816	)					(657	)
Allowance for credit losses		(6,203	)					(7,298	)
Loans, net	$	659,481					$	548,831

(1) Includes commercial construction loans of $15.4 million at December 31, 2023.

Contractual Maturities. The following table sets forth the contractual maturities of our total loans held for investment portfolio at December 31, 2023. Demand loans, loans having no stated repayment schedule or maturity, and overdraft loans are reported as being due in one year or less. Because the tables present contractual maturities and do not reflect repricing or the effect of prepayments, actual maturities may differ.

	One- to Four- family		Residential construction			Commercial real estate		Commercial		Home equity
	(In thousands)
Amounts due in:
One year or less	$	244	$	—		$	23,854	$	28,238	$	1,371
After one through five years		4,163		—			117,083		17,975		10,605
After five through 15 years		13,029		—			36,876		17,369		86,323
More than 15 years		231,461		15,764	(1)		28,454		6,037		32
Total	$	248,897	$	15,764		$	206,267	$	69,619	$	98,331

	Other consumer		Total
	(In thousands)
Amounts due in:
One year or less	$	6,877	$	60,584
After one through five years		20,740		170,566
After five through 15 years		123		153,720
More than 15 years		—		281,748
Total	$	27,740	$	666,618

(1) Comprised of a permanent loan with a fixed long-term interest rate.

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The following table sets forth our fixed and adjustable-rate loans held for investment at December 31, 2023 that are contractually due after December 31, 2024.

	Due After December 31, 2024
	Fixed		Adjustable		Total
	(In thousands)
One- to four-family	$	94,023	$	154,630	$	248,653
Residential construction		15,053		711		15,764
Commercial real estate		135,465		46,948		182,413
Commercial		23,251		18,130		41,381
Home equity loans and lines of credit		12,431		84,530		96,961
Other consumer		20,638		380		21,018
Total	$	300,861	$	305,329	$	606,190

Residential Mortgage Lending. At December 31, 2023, we had $248.9 million of loans secured by residential real estate, or 37.3% of total loans. The vast majority of our one- to four-family residential real estate loans are originated by NOLA, secured by properties located in our primary market areas and sold into the secondary market. Fidelity Bank retains certain residential loans in its loan portfolio.

Our one- to four-family residential real estate loans are generally underwritten to secondary market guidelines. We offer both fixed-rate and adjustable-rate residential mortgage loans for terms up to 30 years. Adjustable-rate loans are tied to the one-year constant maturity Treasury rate. For adjustable-rate loans, the interest rate is fixed for the initial terms of three or five years, and then adjusts yearly thereafter with an annual rate cap of 2.0% and a lifetime rate cap of 6.0%. We generally limit the loan-to-value ratios of our residential mortgage loans to 90% (85% for borrowers using the property as a second home). Fidelity Bank generally requires private mortgage insurance on mortgage loans where the loan-to-value ratio exceeds the lesser of 80% of the appraised value of the property or the purchase price.

We do not offer “interest only” residential mortgage loans, where the borrower pays interest for an initial period, after which the loan converts to a fully amortizing loan. We also do not offer loans that provide for negative amortization of principal, such as “Option ARM” loans, where the borrower can pay less than the interest owed on the loan, resulting in an increased principal balance during the life of the loan. We do not currently offer “subprime loans” on one- to four-family residential real estate loans (i.e., generally loans to borrowers with credit scores less than 620).

Residential Construction Loans. At December 31, 2023, we had $15.8 million in residential construction loans, or 2.4% of total loans and had committed to loan an additional $14.4 million with respect to such loans. We make residential construction loans, primarily to individuals for the construction or renovation of their primary residences. These types of loans are generally limited to the New Orleans, Hammond and Baton Rouge metropolitan statistical areas or within 100 miles of a NOLA loan production office and within the same state as that loan production office. The property pledged as security must be a first mortgage on a primary residence or second home. We do not make residential construction loans on manufactured homes, investment properties or 3-4 unit properties. Our residential construction loans are underwritten to the same guidelines for permanent residential mortgage loans. At December 31, 2023, our largest residential construction loan was for $2.0 million, $1.2 million of which had been disbursed.

The maximum construction term is 12 months, with one three month extension allowed until the property is completed. Residential construction loans generally can be made with a maximum loan-to-value ratio of 90% of the estimated appraised market value upon completion of the project. Before making a commitment to fund a construction loan, we require an appraisal of the property by an independent licensed appraiser. We also generally require inspections of the property before disbursements of funds during the term of the construction loan.

Our residential construction loans are based upon estimates of costs and values associated with the completed project. Underwriting is focused on the borrowers’ financial strength, credit history and demonstrated ability to produce a quality product and effectively market and manage their operations.

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Residential construction lending involves additional risks when compared with permanent lending because funds are advanced upon the security of the project, which is of uncertain value before its completion. Because of the uncertainties inherent in estimating construction costs, as well as the market value of the completed project and the effects of governmental regulation of real property, it is relatively difficult to evaluate accurately the total funds required to complete a project and the related loan-to-value ratio. In addition, generally during the term of a construction loan, interest may be funded by the borrower or disbursed from an interest reserve set aside from the construction loan budget. These loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project and the ability of the borrower to sell or lease the property or obtain permanent take-out financing, rather than the ability of the borrower or guarantor to repay principal and interest. If the appraised value of a completed project proves to be overstated, we may have inadequate security for the repayment of the loan upon completion of construction of the project and may incur a loss.

Commercial Real Estate Loans. At December 31, 2023, we had $206.3 million in commercial real estate loans, or 30.9% of total loans. Our commercial real estate portfolio is comprised primarily of retail and office loans, and, to a lesser extent, commercial construction and land development loans. Our commercial real estate loans are generally secured primarily by retail and mixed-use properties and office buildings. Substantially all of our commercial real estate loans are fixed-rate loans with three- to five-year balloon repayment terms. We generally limit the loan-to-value ratios of our commercial mortgage loans to 85% (80% for non-owner occupied properties) of the purchase price or appraised value, whichever is lower.

At December 31, 2023, our largest commercial real estate loan had an outstanding balance of $9.4 million and is secured by a hotel property in Metairie, Louisiana. At December 31, 2023, this loan was performing according to its original terms.

We consider a number of factors in originating commercial real estate loans. We evaluate the qualifications and financial condition of 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 and the borrower’s payment history with us and other financial institutions. In evaluating the property securing the loan, the factors we consider include the net operating income of the mortgaged property before debt service and depreciation, the ratio of the loan amount to the appraised value of the mortgaged property, and the debt service coverage ratio (the ratio of net operating income to debt service). Generally, we require that the debt service coverage ratio be at least 1.20x. 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.

Loans secured by commercial real estate generally have larger balances and involve a greater degree of risk than one- to four-family residential real estate loans. The primary concern in commercial real estate lending is the borrower’s creditworthiness and the feasibility and cash flow potential of the underlying business. Payments on loans secured by income producing properties often depend on successful operation and management of the properties. As a result, repayment of such loans may be subject, to a greater extent than residential real estate loans, to adverse conditions in the real estate market or the economy. To monitor cash flows on income properties, we require borrowers and loan guarantors to provide quarterly, semi-annual or annual financial statements, depending on the size of the loan, on commercial real estate loans. In reaching a decision on whether to make a commercial real estate loan, we consider and review a global cash flow analysis of the borrower and consider the net operating income of the property, the borrower’s expertise, credit history and profitability and the value of the underlying property. We have generally required that the properties securing these real estate loans have an aggregate debt service ratio, including the guarantor’s cash flows and the borrower’s other projects, of at least 1.25x. An environmental phase one report is obtained when the possibility exists that hazardous materials may have existed on the site, or the site may have been impacted by adjoining properties that handled hazardous materials.

If we foreclose on a commercial real estate loan, the marketing and liquidation period to convert the real estate asset to cash can be lengthy with substantial holding costs. In addition, vacancies, deferred maintenance, repairs and market stigma can result in prospective buyers expecting sale price concessions to offset their real or perceived economic losses for the time it takes them to return the property to profitability. Depending on the individual circumstances, initial charge-offs and subsequent losses on commercial real estate loans can be unpredictable and substantial. At December 31, 2023, we held five commercial real estate properties totaling approximately $815,000 in other real estate owned as a result of foreclosure.

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Commercial Loans. At December 31, 2023, commercial loans were $69.6 million, or 10.4% of total loans. We offer a broad range of commercial loans, including lines of credit and term loans, to a variety of commercial businesses. The loans are generally used to support working capital and general corporate needs. These loans are generally secured by business assets, such as equipment and accounts receivable. Depending on the collateral used to secure the loans, commercial loans are made in amounts of up to 90% of the value of the collateral securing the loan. Generally, we require that the debt service coverage ratio be at least 1.30x.

When making commercial loans, we consider the financial statements of the borrower, our lending history with the borrower, the debt service capabilities and global cash flows of the borrower and other guarantors, the projected cash flows of the business and the value of the collateral, accounts receivable, inventory and equipment.

Our commercial loan portfolio includes Small Business Administration, referred to as the “SBA” throughout this prospectus, -related lending for commercial purposes. Fidelity Bank generally makes SBA loans within its market areas, and most of the originations relate to the SBA 7(a) Loan Program and the SBA 504 Loan Program. SBA loans comprised $20.8 million of our commercial loan portfolio at December 31, 2023.

Fidelity Bank participated in the Paycheck Protection Plan established by the Coronavirus Aid, Relief and Economic Security Act. Fidelity Bank originated aggregate loans of $257.0 million under this program, of which approximately $600,000 remained outstanding at December 31, 2023.

At December 31, 2023, our largest commercial loan was a line of credit for $15.0 million, of which $9.8 million was funded, and is secured by a UCC security interest in all chattel paper, accounts including contingency case fees, equipment and general intangibles, and fixtures. At December 31, 2023, this loan was performing according to its original terms.

Unlike residential or commercial real estate loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment or other income, and which are secured by real property whose value tends to be more easily ascertainable, commercial loans are of higher risk and typically are made on the basis of the borrower’s ability to make repayment from the cash flows of the borrower’s business, and the collateral securing these loans may fluctuate in value. Our commercial loans are originated primarily based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. Collateral for commercial loans typically consists of equipment, accounts receivable, or inventory. Credit support provided by the borrower for most of these loans is based on the liquidation of the pledged collateral and enforcement of a personal guarantee, if any. Further, any collateral securing such loans may depreciate over time, may be difficult to appraise and may fluctuate in value. As a result, the availability of funds for the repayment of commercial loans may depend substantially on the success of the business itself.

Home Equity Loans and Lines of Credit. At December 31, 2023, the outstanding balance of home equity loans and lines of credit was $98.3 million, or 14.8% of total loans. Such loans or lines of credit are secured by the borrower’s primary or secondary residence. Home equity loans and lines of credit are generally underwritten using the same criteria that we use to underwrite one- to four-family residential real estate loans. The interest rate for home equity loans is fixed and the interest rate for home equity lines of credit is variable and based on the prime rate. The loan to value ratio is generally up to 90%, taking into account any superior mortgage on the collateral property. Generally, all applicants for a home equity loan or line of credit are required to have a FICO credit score of at least 640.

Home equity loans and lines of credit are generally secured by junior mortgages and have greater risk than one- to four-family residential real estate loans secured by first mortgages. We face the risk that the collateral will be insufficient to compensate us for loan losses and costs of foreclosure, after repayment of the senior mortgages, if applicable. When customers default on their loans, we attempt to foreclose on the property and resell the property as soon as possible to minimize foreclosure and carrying costs. However, the value of the collateral may not be sufficient to compensate us for the amount of the unpaid loan and we may be unsuccessful in recovering the remaining balance from those customers. Particularly with respect to our home equity loans and lines of credit, decreases in real estate values could adversely affect our ability to fully recover the loan balance in the event of a default.

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Consumer Loans. At December 31, 2023, consumer loans were $27.7 million, or 4.2% of total loans. Our consumer loan portfolio generally consists of loans secured predominately by residential lots, home improvement, deposit-secured automobiles and trucks (new and used), boats, trailers, and other consumer assets. Automobile loans generally require a FICO score of at least 650 and a maximum debt-to-income ratio of 45%. Automobile loans have fixed interest rates and terms up to five years for used automobiles.

In furtherance to our commitment to the local community and consistent with our Community Reinvestment Act, referred to as the “CRA” throughout this document, compliance and efforts, we offer a Credit Builder Program to assist borrowers who have no traditional credit or seek to repair their credit in order to establish a savings pattern and building credit. Fidelity Bank also maintains a Home Ownership Made Easy loan program to provide home ownership opportunities to underserved areas.

Consumer loans generally have shorter terms to maturity, which reduces our exposure to changes in interest rates. In addition, management believes that offering consumer loan products helps to expand and create stronger ties to our existing customer base by increasing the number of customer relationships and providing cross-marketing opportunities.

Consumer loans may entail greater risk than residential real estate loans, particularly in the case of consumer loans that are unsecured or secured by assets that depreciate rapidly. Repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment for the outstanding loan and a small remaining deficiency often does not warrant further substantial collection efforts against the borrower. Consumer loan collections depend on the borrower’s continuing financial stability, and therefore are likely to be adversely affected by various factors, including job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount that can be recovered on such loans.

Loan Originations, Purchases and Sales

Our loan originations are generated by our loan personnel operating at our banking office, NOLA’s loan production offices and mortgage brokers. We also obtain referrals from existing and former customers and from accountants, real estate brokers, builders and attorneys. All loans we originate are underwritten pursuant to our policies and procedures which incorporate secondary market underwriting guidelines to the extent applicable for residential loans.

While we originate both fixed-rate and adjustable-rate loans, our ability to generate each type of loan depends upon relative borrower demand and the pricing levels as set in the local marketplace by competing banks, thrifts, credit unions, and mortgage banking companies. Our volume of real estate loan originations is influenced significantly by market interest rates, and, accordingly, the volume of our real estate loan originations can vary from period to period.

Consistent with our interest rate risk strategy, we originate for sale and sell a portion of the long-term, fixed-rate, one- to four-family residential real estate loans that we originate on a servicing-retained, limited or no recourse basis, while generally retaining shorter-term fixed-rate and all adjustable-rate one- to four-family residential real estate loans in order to manage the duration and time to repricing of our loan portfolio. We consider our balance sheet as well as market conditions on an ongoing basis in making decisions as to whether to hold loans we originate for investment or to sell such loans to investors, choosing the strategy that is most advantageous to us from a profitability and risk management standpoint. Fidelity Bank sells loans to the secondary market using both best efforts and mandatory commitment procedures. In a best efforts sale, Fidelity Bank will make its best effort to process, fund, and deliver the loan to a particular investor. If the loan fails to fund, there is no cost to the seller. Under mandatory commitment, Fidelity Bank commits to deliver a funded loan to the buyer, and therefore assumes any market risk should delivery not take place. This market risk is minimized by our use of appropriate hedging tools. It is the policy of Fidelity Bank that all hedging activity will be done for the purposes of mitigating interest rate risk and basis point risk. At least annually, Fidelity Bank’s internal audit department conducts a review of the secondary market risk management program to ensure its integrity, accuracy and reasonableness.

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Historically, we have had limited investment in loan participations sales, with Fidelity Bank as the lead, as well as limited loan participation purchases.

Loan Approval Procedures and Authority

Our lending is subject to written, non-discriminatory underwriting standards and origination procedures. Decisions on loan applications are made on the basis of detailed applications submitted by the prospective borrower and property valuations. Our policies require that for all real estate loans that we originate, property valuations must be performed by outside independent state-licensed appraisers approved by our Board of Directors. The loan applications are designed primarily to determine the borrower’s ability to repay the requested loan, and the more significant items on the application are verified through use of credit reports, financial statements and tax returns.

By law, the aggregate amount of loans that we are permitted to make to any one borrower or a group of related borrowers is generally limited to 10% of Fidelity Bank’s capital and declared surplus (25% for secured credits). At December 31, 2023, our largest credit relationship to one borrower, which is an established law firm, is a line of credit for $15.0 million, of which $9.8 million is funded, and is secured by a UCC security interest in all chattel paper, accounts including contingency case fees, equipment and general intangibles, and fixtures. At December 31, 2023, this loan was performing according to its original terms.

We have a Management Loan Committee, which consists of our Chief Executive Officer, Chief Credit Officer, the relevant Credit Manager and the relevant Market Area President. The Management Loan Committee may approve all loans up to $5.0 million, with the Chief Executive Officer and Chief Credit Officer retaining the ability to reject any proposed loans. All loans that exceed this limit are reviewed by the Management Loan Committee and, if approved following the review, are submitted to the Board of Directors for final approval.

Generally, we require property and extended coverage casualty insurance in amounts at least equal to the principal amount of the loan or the value of improvements on the property, depending on the type of loan. In addition, we require an escrow for flood insurance (where appropriate) and generally require an escrow for required property taxes and insurance. On occasion, we allow borrowers to pay their own taxes and property and casualty insurance as long as proof of payment is provided.

Delinquencies, Classified Assets and Non-performing Assets

Delinquency Procedures. When a borrower fails to make a required monthly payment on a loan, we mail a notice to the borrower and attempt to contact the borrower. All delinquent loans are reported to the Board of Directors each month. After 90 days delinquent the loan is transferred to the appropriate collections personnel. Our policies provide that a late notice be sent each month that the loan is past due. Once the loan is considered in default, generally at 90 days past due, a letter is generally sent to the borrower explaining that the entire balance of the loan is due and payable, the loan is placed on non-accrual status, and additional efforts are made to contact the borrower. If the borrower does not respond, we generally initiate foreclosure proceedings when the loan is 120 days past due. If the loan is reinstated, foreclosure proceedings will be discontinued and the borrower will be permitted to continue to make payments. In certain instances, we may modify the loan or grant a limited exemption from loan payments to allow the borrower to reorganize his or her financial affairs.

When we acquire real estate as a result of foreclosure or by deed in lieu of foreclosure, the real estate is classified as other real estate owned until it is sold. The real estate is recorded at estimated fair value at the date of acquisition, less estimated costs to sell, and any write-down resulting from the acquisition is charged to the allowance for credit losses. Subsequent decreases in the value of the property are charged to operations. After acquisition, all costs in maintaining the property are expensed as incurred. Costs relating to the development and improvement of the property, however, are capitalized to the extent of estimated fair value less estimated costs to sell. At December 31, 2023, we had no real estate acquired as a result of foreclosure or by deed in lieu of foreclosure.

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Loan Modifications to Borrowers Experiencing Financial Difficulty. We occasionally modify loans to extend the term or make other concessions to help a borrower stay current on his or her loan and to avoid foreclosure. We consider modifications only after analyzing the borrower’s current repayment capacity, evaluating the strength of any guarantors based on documented current financial information, and assessing the current value of any collateral pledged. We generally do not forgive principal or interest on loans, but may do so if it is in our best interest and increases the likelihood that we can collect the remaining principal balance. We may modify the terms of loans to lower interest rates (which may be at below market rates), to provide for fixed interest rates on loans where fixed rates are otherwise not available, to provide for longer amortization schedules, or to provide for interest-only terms. These modifications are made only when a workout plan has been agreed to by the borrower that we believe is reasonable and attainable and in our best interests. During 2023, there was one loan with an outstanding balance of $34,000 at December 31, 2023 that was modified for such a borrower. During 2022, we had one such loan modification, with an outstanding balance of $91,000 as of December 31, 2022.

Delinquent Loans. The following table sets forth our loan delinquencies by type and amount at the dates indicated.

	At December 31, 2023
	31-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Current		Total Loans		Past Due 90 Days or Greater and Accruing		Loans on Non-Accrual
	(In thousands)
One- to four-family residential	$	2,946	$	2,858	$	5,804	$	243,094	$	248,898	$	—	$	5,334
Residential construction		—		—		—		15,764		15,764		—		—
Commercial real estate		—		—		—		206,267		206,267		—		426
SBA Payment Protection Program		41		—		41		525		566		—		—
Other commercial		695		1,007		1,702		67,350		69,052		—		1,314
Home equity loans and lines of credit		1,728		396		2,124		96,207		98,331		—		561
Other consumer		445		5		450		27,290		27,740		—		30
Total	$	5,855	$	4,266	$	10,121	$	656,497	$	666,618	$	—	$	7,665

	At December 31, 2022
	31-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Current		Total Loans		Past Due 90 Days or Greater and Accruing		Loans on Non-Accrual
	(In thousands)
One- to four-family residential	$	394	$	1,854	$	2,248	$	211,723	$	213,971	$	—	$	3,097
Residential construction		—		—		—		686		686		—		—
Commercial real estate		1,560		—		1,560		167,547		169,107		—		—
SBA Payment Protection Program		58		11		69		764		833		—		11
Other commercial		956		763		1,719		63,623		65,342		—		1,433
Home equity loans and lines of credit		875		127		1,002		84,483		85,485		—		313
Other consumer		163		55		218		21,198		21,416		—		95
Total	$	4,006	$	2,810	$	6,816	$	550,024	$	556,840	$	—	$	4,949

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Non-Performing Assets. The following table sets forth information regarding our non-performing assets. Non-performing assets include loans that are 90 or more days past due or on non-accrual status, including loan modifications to borrowers experiencing financial difficulty which are on non-accrual status, and foreclosed assets and other loan collateral acquired through foreclosure and repossession. We had no loans delinquent 90 days or more and still accruing.

	At December 31,
	2023			2022
	(Dollars in thousands)
Non-accrual loans:
One- to four-family	$	5,334		$	3,097
Residential construction		—			—
Commercial real estate		426			—
Commercial		1,314			1,444
Home equity loans and lines of credit		561			313
Other consumer		30			95
Total non-accrual loans		7,665			4,949
Total non-performing loans	$	7,665		$	4,949
Foreclosed assets	$	815		$	139
Total non-performing assets	$	8,480		$	5,088
Total non-performing loans to total loans (1)		1.15	%		0.89	%
Total non-accrual loans to total loans (1)		1.15	%		0.89	%
Total non-performing assets to total assets		0.75	%		0.51	%

(1) Total loans only includes loans held for investment.

Classified Assets. State regulations provide that loans and other assets of lesser quality should be classified as “substandard,” “doubtful” or “loss.” An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. “Substandard” assets include those characterized by the “distinct possibility” that the insured institution will sustain “some loss” if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard,” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.” Assets classified as “loss” are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific allowance for credit losses is not warranted. Assets that do not currently expose the insured institution to sufficient risk to warrant classification in one of the aforementioned categories but possess weaknesses are designated as “special mention.”

When an insured institution classifies problem assets as either substandard or doubtful, it may establish general allowances in an amount deemed prudent by management to cover losses that were both probable and reasonable to estimate. General allowances represent allowances which have been established to cover accrued losses associated with lending activities that were both probable and reasonable to estimate, but which, unlike specific allowances, have not been allocated to particular problem assets. When an insured institution classifies problem assets as “loss,” it is required either to establish a specific allowance for losses equal to 100% of that portion of the asset so classified or to charge-off such amount. An institution’s determination as to the classification of its assets and the amount of its valuation allowances is subject to review by the regulatory authorities, which may require the establishment of additional general or specific allowances.

In connection with the filing of our periodic regulatory reports and according to our classification of assets policy, we regularly review the problem loans in our portfolio to determine whether any loans require classification according to applicable regulations. If a problem loan deteriorates in asset quality, the classification is changed to “substandard,” “doubtful” or “loss” depending on the circumstances and the evaluation. Generally, loans 90 days or more past due are placed on non-accrual status and classified “substandard.”

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The table below sets forth our classified and criticized loans at the dates indicated.

	At December 31,
	2023		2022
	(In thousands)
Substandard assets	$	11,547	$	7,799
Doubtful assets		51		417
Loss assets		427		222
Total classified loans	$	12,025	$	8,438
Special mention (criticized) loans	$	11,618	$	719

Other Loans of Concern. At December 31, 2023, except for loans included in the above table, there were no other loans of concern for which we had information about possible credit problems of borrowers that caused us to have serious doubts about the ability of the borrowers to comply with present loan repayment terms and that may result in disclosure of such loans in the future.

Provision for Credit Losses

Allowance for credit losses. On January 1, 2023, Fidelity Bank adopted ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as amended, which replaces the incurred loss methodology with CECL methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized costs, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases. In addition, ASC 326 made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write down on available-for-sale debt securities management does not intend to sell or believes that it is more likely than not they will be required to sell.

Upon adoption of these new credit loss measurement standards, Fidelity Bank did not recognize a material change to its financial position or results of operations. No retroactive cumulative effect of accounting changes were recognized in this adoption.

Reclassifications. Certain amounts in the 2022 financial statements have been reclassified to conform to the 2023 presentation. Any changes in presentation did not have a material impact on Fidelity Bank’s financial condition or results of operations.

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The following table sets forth activity in our allowance for credit losses for the periods indicated.

	At or For the Year Ended December 31,
	2023			2022
	(Dollars in thousands)
Allowance for credit losses at beginning of period	$	7,298		$	8,188
Provision for credit losses		649			(396	)
Charge-offs:
One- to four-family		(5	)		(41	)
Residential construction		—			—
Commercial real estate		—			(11	)
Other commercial		(1,277	)		(609	)
Home equity loans and lines of credit		(47	)		(10	)
Other consumer		(478	)		(216	)
Total charge-offs		(1,807	)		(887	)
Recoveries:
One- to four-family		—			21
Residential construction		—			—
Commercial real estate		3			—
Other commercial		30			364
Home equity loans and lines of credit		—			—
Other consumer		30			8
Total recoveries		63			393
Net charge-offs		(1,744	)		(494	)
Allowance at end of period	$	6,203		$	7,298
Allowance for credit losses to total loans outstanding at end of period(1)		0.9	%		1.3	%
Non-accrual loans to total loans outstanding at end of period(1)		1.2	%		0.9	%
Allowance for credit losses to non-accrual loans at end of period		80.9	%		147.5	%
Net charge-offs to average loans outstanding during period		(0.3	)%		(0.1	)%

(1) Total loans only includes loans held for investment.

The following table sets forth additional information with respect to charge-offs by category for the periods indicated. 

	For the Year Ended December 31,
	2023			2022
Net (charge-offs) recoveries to average loans outstanding during the period:
One- to four-family		—	%		—	%
Residential construction		—	%		—	%
Commercial real estate		—	%		—	%
Commercial		0.20	%		0.05	%
Home equity loans and lines of credit		0.01	%		—	%
Other consumer		0.07	%		0.04	%

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Allocation of Allowance for Credit Losses. The following table sets forth the allowance for credit losses allocated by loan category and the percent of the allowance in each category to the total allocated allowance at the dates indicated. The allowance for credit losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories.

	At December 31, 2023								At December 31, 2022
	Allowance for Credit Losses		Percent of Allowance in Category to Total Allowance			Percent of Loans in Category to Total Loans			Allowance for Credit Losses		Percent of Allowance in Category to Total Allowance			Percent of Loans in Category to Total Loans
	(Dollars in thousands)
One- to four-family	$	1,210		19.5	%		37.3	%	$	839		11.5	%		38.4	%
Residential construction		1		—			2.4			3		—			0.1
Commercial real estate		2,218		35.8			30.9			880		12.1			30.4
Commercial		1,602		25.8			10.4			4,303		58.9			11.9
Home equity loans and lines of credit		536		8.6			14.8			385		5.3			15.4
Other consumer		636		10.3			4.2			888		12.2			3.8
Total allocated allowance	$	6,203		100.0	%		100.0	%	$	7,298		100.0	%		100.0	%

Investment Activities

General. The goals of our investment securities portfolio is to maximize portfolio yield over the long term in a manner that is consistent with liquidity needs, pledging requirements, asset/liability strategies, and safety/soundness concerns, including managing the risks of investment securities. The fundamental elements of our risk management program include board and senior management oversight and a comprehensive risk management process that seeks to effectively identify, measure, monitor, and control risk. These risks include, but are not necessarily limited to: extension risk, market risk, credit risk, liquidity risk, operational risk, interest rate risk, systemic risk and legal risk.

Our investment policy was adopted by the Board of Directors and is reviewed annually by the Board of Directors. Most investment decisions are made by our Chief Financial Officer according to board-approved policies. An investment schedule detailing the investment portfolio is reviewed at least quarterly by the Board of Directors.

Our current investment policy permits, with certain limitations, investments in, among other things: U.S. Treasury securities; securities issued by the U.S. government and its agencies or government sponsored enterprises including mortgage-backed securities and collateralized mortgage obligations issued by the Small Business Administration, Fannie Mae, Ginnie Mae, and Freddie Mac; corporate and municipal bonds; asset-backed securities; certificates of deposit in other financial institutions; federal funds and money market funds, among other investments.

At December 31, 2023, our investment portfolio totaled $249.9 million and consisted of securities and obligations issued by U.S. government-sponsored enterprises as well as corporate bonds. At December 31, 2023, we also owned $4.1 million of Federal Home Loan Bank of Dallas stock. As a member of Federal Home Loan Bank of Dallas, we are required to purchase stock in the Federal Home Loan Bank of Dallas, which is carried at cost and classified as a restricted investment.

At December 31, 2023, all of our investment securities are carried at fair value through accumulated other comprehensive income.

For additional information regarding our investment securities portfolio, see Note 2 to the notes to financial statements.

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Sources of Funds

General. Deposits have traditionally been our primary source of funds for use in lending and investment activities. We may also use borrowings to supplement cash flow needs, lengthen the maturities of liabilities for interest rate risk purposes and to manage the cost of funds. In addition, we receive funds from scheduled loan payments, investment maturities, loan prepayments, retained earnings and income on earning assets. While scheduled loan payments and income on earning assets are relatively stable sources of funds, deposit inflows and outflows can vary widely and are influenced by prevailing interest rates, market conditions and levels of competition.

Deposits. Our deposits are generated primarily from our primary market areas. We offer a selection of deposit accounts, including NOW, savings accounts, money market accounts, certificates of deposit and wholesale and brokered certificates of deposit. Deposit account terms vary, with the principal differences being the minimum balance required, the amount of time the funds must remain on deposit and the interest rate.

Interest rates paid, maturity terms, service fees and withdrawal penalties are established on a periodic basis. Deposit rates and terms are based primarily on current operating strategies and market rates, liquidity requirements, rates paid by competitors and growth goals. We rely upon personalized customer service, long-standing relationships with customers, and our favorable reputation in the community to attract and retain local deposits. We also seek to obtain deposits from our commercial loan customers.

The flow of deposits is influenced significantly by general economic conditions, changes in money market and other prevailing interest rates and competition. The variety of deposit accounts offered allows us to be competitive in obtaining funds and responding to changes in consumer demand. Based on experience, we believe that our deposits are relatively stable. However, the ability to attract and maintain deposits and the rates paid on these deposits, has been and will continue to be significantly affected by market conditions.

The following table sets forth the distribution of total deposits by account type at the dates indicated.

	At December 31, 2023								At December 31, 2022
	Amount		Percent			Average Rate			Amount		Percent			Average Rate
	(Dollars in thousands)
Negotiable Order of Withdrawal	$	268,379		34.9	%		0.06	%	$	321,107		40.6	%		0.04	%
Savings		127,213		16.5			0.09			167,402		21.1			0.06
Money market		108,778		14.1			1.21			135,255		17.1			0.26
Certificates of deposit		174,362		22.7			2.77			135,309		17.1			0.69
Wholesale and brokered certificates of deposit (1)		90,556		11.8			3.54			32,455		4.1			0.64
Total	$	769,288		100.0	%		1.23	%	$	791,528		100.0	%		0.21	%

(1) “Wholesale and brokered certificates of deposit” are defined as DTC-eligible certificates of deposits.

At December 31, 2023 and December 31, 2022, the aggregate amount of all uninsured deposits (deposits in excess of the FDIC limit of $250,000 per account) was $78.4 million and $96.2 million, respectively. At December 31, 2023 and December 31, 2022, the aggregate amount of all uninsured certificates of deposit was $23.2 million and $10.1 million, respectively. At December 31, 2023 and December 31, 2022, we had no deposits that were uninsured for any reason other than being in excess of the FDIC limit.

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The following table sets forth, by time remaining until maturity, the uninsured certificates of deposit at December 31, 2023.

	At December 31, 2023
	(In thousands)
Three months or less	$	8,958
Over three months through six months		9,775
Over six months through 12 months		3,397
Over 12 months		1,042
Total	$	23,172

Borrowings. We may obtain additional advances from the Federal Home Loan Bank of Dallas upon the security of our capital stock in it and our one- to four-family residential real estate portfolio. We may utilize these advances for asset/liability management purposes and for additional funding for our operations. Such advances may be made under several different credit programs, each of which has its own interest rate and range of maturities. At December 31, 2023, we had $52.2 million in outstanding advances from the Federal Home Loan Bank of Dallas. At December 31, 2023, based on available collateral and our ownership of Federal Home Loan Bank of Dallas common stock, we had access to up to an additional $314.0 million of advances from the Federal Home Loan Bank of Dallas. As of December 31, 2023, Fidelity Bank had $120.0 million borrowed from the Federal Reserve Board’s Bank Term Funding Program. The borrowing carries a fixed rate of 4.84%, matures on December 24, 2024, and is prepayable at any time. Collateral for borrowings is the par value of investment securities. We may use a portion of the net proceeds from the stock offering to pay off the $120.0 million borrowing.

Properties

Fidelity Bank has 18 full-service branches and two drive-up branches in southern Louisiana. We conduct our operations from our main office in New Orleans, Louisiana. We own 12 of our offices, including our main office. NOLA currently operates 14 loan production offices located in and serving communities throughout Louisiana, Mississippi, and Florida. At December 31, 2023 the total net book value of our land, buildings, leasehold improvements, furniture, fixtures and equipment was $51.5 million.

Subsidiary Activities

Upon completion of the conversion and stock offering, Fidelity Bank will become the sole and wholly-owned subsidiary of FB Bancorp. Fidelity Bank has no subsidiaries.

Legal Proceedings

We are not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. At December 31, 2023, we were not involved in any legal proceedings, the outcome of which we believe would be material to our financial condition or results of operations.

Expense and Tax Allocation Agreements

Fidelity Bank will enter into an agreement with FB Bancorp for Fidelity Bank to provide FB Bancorp with certain administrative support services. FB Bancorp will compensate Fidelity Bank in an amount not less than the fair market value of the services provided. In addition, FB Bancorp and Fidelity Bank will enter into an agreement to establish a method for allocating and reimbursing the payment of their consolidated tax liability.

Employees

At December 31, 2023, we had 366 full-time equivalent employees. Our employees are not represented by a collective bargaining group. Management believes that we have a good working relationship with our employees.

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REGULATION AND SUPERVISION

General

Fidelity Bank is a Louisiana-chartered mutual savings bank and upon completion of the conversion, will be a Louisiana-chartered non-member stock savings bank. Fidelity Bank will be the wholly-owned subsidiary of FB Bancorp, a Maryland corporation, which will be a bank holding company registered with the Federal Reserve Board. Fidelity Bank’s deposits are insured up to applicable limits by the FDIC. Fidelity Bank is subject to extensive regulation by the LOFI, as its chartering agency, and by the FDIC, its primary federal regulator and the insurer of its deposit accounts. Fidelity Bank is required to file reports with, and is periodically examined by, the FDIC and the LOFI concerning its activities and financial condition and must obtain regulatory approvals prior to entering into certain transactions, including, but not limited to, mergers with or acquisitions of other financial institutions. As a registered bank holding company, FB Bancorp will be regulated by the Federal Reserve Board and by the LOFI. Supervision and regulation of banks, their holding companies and affiliates is intended primarily for the protection of depositors and the public, the Deposit Insurance Fund of the FDIC, and the U.S. banking and financial system rather than holders of our securities or our creditors. Fidelity Bank also is a member of and owns stock in the Federal Home Loan Bank of Dallas, which is one of the 11 regional banks in the Federal Home Loan Bank System.

Under this system of regulation, the regulatory authorities have extensive discretion in connection with their supervisory, enforcement, rulemaking and examination activities and policies, including rules or policies that: establish minimum capital levels; restrict the timing and amount of dividend payments; govern the classification of assets; provide oversight for the adequacy of loan loss reserves for regulatory purposes and the adequacy of its risk management framework; and establish the timing and amounts of assessments and fees imposed by the regulatory agencies. Bank regulators conducting an examination have complete access to the books and records of the examined institution. Moreover, as part of their examination authority, the banking regulators assign numerical ratings to banks relating to capital, asset quality, management, liquidity, earnings, sensitivity to market risk, and other factors. These ratings rely on the supervisor’s judgment and the receipt of a less than satisfactory rating in one or more categories may result in enforcement action by the banking regulators against a financial institution. A less than satisfactory rating may also prevent a financial institution, such as Fidelity Bank or FB Bancorp, from obtaining necessary regulatory approvals to access the capital markets, pay dividends, acquire other financial institutions or establish new branches. The results of bank regulator examinations are confidential.

In addition, Fidelity Bank must comply with anti-money laundering and anti-terrorist financing laws and regulations, the CRA and its implementing regulations, and fair lending laws and regulations. The FDIC and the LOFI have the authority to impose monetary penalties and other sanctions on institutions that fail to comply with these laws and regulations, which could significantly affect our business activities, including our ability to acquire other financial institutions or expand our branch network.

Following the conversion and offering, FB Bancorp will be a bank holding company and will be required to comply with the rules and regulations of the Federal Reserve Board, including the Bank Holding Company Act of 1956, as amended, referred to as the “BHCA” throughout this prospectus. It will be required to file certain reports with the Federal Reserve Board and will be subject to examination by and the enforcement authority of the Federal Reserve Board. FB Bancorp will also be subject to the rules and regulations of the Securities and Exchange Commission under the federal securities laws.

Any change in applicable laws or regulations, whether by the Louisiana legislature, Congress, the LOFI, the FDIC, the Federal Reserve Board, the Securities and Exchange Commission, or other federal or state agencies whose regulations Fidelity Bank or FB Bancorp may be required to comply with, could have a material adverse impact on the operations and financial performance of FB Bancorp and Fidelity Bank.

The following is a brief summary that does not purport to be a complete description of all the regulations that affect Fidelity Bank or FB Bancorp or all aspects of those regulations. This discussion is qualified in its entirety by reference to the particular statutory and regulatory provisions described below and is not intended to be an exhaustive description of the statutes or regulations applicable to FB Bancorp’s and Fidelity Bank’s business. In addition, proposals to change the laws and regulations governing the banking industry are frequently raised at both the state and federal levels. The likelihood and timing of any changes in these laws and regulations, and the impact such changes may have on Fidelity Bank and FB Bancorp, are difficult to predict. Regulatory agencies may issue enforcement actions, policy statements, interpretive letters and similar written guidance applicable to Fidelity Bank. Changes in applicable laws, regulations or regulatory guidance, or their interpretation by regulatory agencies or courts may have a material adverse effect on FB Bancorp’s and Fidelity Bank’s business, operations, and earnings.

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Louisiana Banking Laws Applicable to Fidelity Bank

General. As a Louisiana-chartered bank, Fidelity Bank is subject to supervision, regulation and examination by the LOFI, and must comply with various Louisiana statutes and regulations which govern, among other things, investment powers, lending and deposit-taking activities, borrowings, maintenance of surplus and reserve accounts, distribution of earnings and payment of dividends. The approval of the LOFI is required for a Louisiana-chartered bank to establish or close branches, merge with other financial institutions, issue stock and undertake certain other activities. Following the conversion and offering, Fidelity Bank may be subject to some statutes and regulations specifically applicable to stock savings banks.

Branching. Louisiana savings banks may, with the approval of the LOFI, establish additional branches within the state of Louisiana. Fidelity Bank may also establish additional branch offices outside of Louisiana, subject to prior regulatory approval, so long as the laws of the state where the branch is to be located would permit a state bank chartered in that state to establish a branch. Any new branch, whether located inside or outside of Louisiana, must also be approved by the FDIC as Fidelity Bank’s primary federal regulator.

Dividends. Fidelity Bank’s Board of Directors may not declare or pay any cash dividends for a period of two years from the issuance of its certificate of authority, or for such shorter period as the commissioner of the LOFI may prescribe. Thereafter, Fidelity Bank’s Board of Directors may quarterly, semiannually, or annually declare cash dividends. Louisiana law does not permit cash dividends to be declared or paid until a stock savings bank has surplus equal to twenty percent of its outstanding common stock, and the surplus cannot be reduced below that twenty percent level by the payment of the cash dividend. Prior approval of the LOFI is required if the total of all cash dividends declared and paid by a stock savings bank and amounts used to redeem or repurchase its stock during any one year would exceed the total of its net profits of that year combined with the net profits from the immediately preceding year. Each financial institution converting to a savings bank, before a declaration of a cash dividend on its common stock, is required to transfer not less than one-half of its net profits of the preceding six months to its paid-in surplus until it has paid-in surplus equal to twenty percent of capital stock. The LOFI defines net profits as the remainder of all earnings from current operations plus actual recoveries on loans and investments and other assets, after deducting from the total thereof all current operating expenses, actual losses, paid and accrued dividends on preferred stock, if any, all federal and state taxes, and cash dividends on common stock paid or accrued over the calculation period.

Loans to One Borrower Limitations. A Louisiana savings bank may not loan on an unsecured basis to any one person, directly or indirectly, an amount in excess of 10% of the bank’s net worth. In addition, a Louisiana savings bank may not loan on a secured basis to any one person an amount in excess of 25% of the bank’s net worth. The cumulative lending to one person on a secured and unsecured basis may not exceed 25% of the savings bank’s net worth. Finally, the total direct and indirect loans by a Louisiana savings bank to any person outstanding at one time and at least 100% secured by readily marketable collateral having a market value may not exceed 10% of the bank’s net worth.

Loans to a Bank’s Insiders. Under Louisiana law, a state-chartered savings bank may not make any loan to any person owning 10% or more of its capital stock or to any affiliated person, agent, or attorney, except in accordance with the laws and regulations applicable to national banks for similar transactions.

Investment Activities. Louisiana savings banks are permitted to make investments in specified categories of investment types, including in marketable investment securities, but the total amount of such securities of any one maker or obligor may not exceed 10% of the savings bank’s total capital. Under Louisiana law, “marketable investment securities” does not include stocks but means investment grade marketable obligations in the form of bonds, notes or debentures, of a type customarily sold on recognized exchanges or traded over the counter.

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Parity. Subject to the LOFI’s regulations, Louisiana savings banks may obtain such other powers available to other banks operating under the laws of the state of Louisiana as are consistent with the policies and purposes of Louisiana banking law.

Regulatory Enforcement Authority. A violation of the provisions of law applicable to Louisiana savings banks will be deemed an unsafe and unsound practice, and may subject the bank or its directors, officers, or employees to the assessment of civil money penalties and other enforcement powers of the LOFI, including orders requiring affirmative action, cease-and-desist orders, and removal of directors and officers.

Louisiana has other statutes or regulations that are similar to certain of the federal provisions discussed below.

Federal Banking Laws and Regulations Applicable to Fidelity Bank

Capital Requirements. Federal regulations require federally insured depository institutions to meet several minimum capital standards: a common equity Tier 1 capital to risk-based assets ratio of 4.5%, a Tier 1 capital to risk-based assets ratio of 6.0%, a total capital to risk-based assets ratio of 8.0%, and a 4.0% Tier 1 capital to total assets leverage ratio.

In determining the amount of risk-weighted assets for calculating risk-based capital ratios, all assets, including certain off-balance sheet assets (e.g., recourse obligations, direct credit substitutes, residual interests) are multiplied by a risk-weight factor assigned by the regulations based on the risks believed inherent in the type of asset. Higher levels of capital are required for asset categories believed to present greater risk. Common equity Tier 1 capital is generally defined as common stockholders’ equity and related surplus and retained earnings. Tier 1 capital is generally defined as common equity Tier 1 and additional Tier 1 capital. Additional Tier 1 capital includes certain non-cumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries. Total capital includes Tier 1 capital (common equity Tier 1 capital plus additional Tier 1 capital) and Tier 2 capital. Tier 2 capital is comprised of capital instruments and related surplus, meeting specified requirements, and may include cumulative preferred stock and long-term perpetual preferred stock, mandatory convertible securities, intermediate preferred stock and subordinated debt. Also included in Tier 2 capital is the allowance for loan and lease losses limited to a maximum of 1.25% of risk-weighted assets. Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations. In assessing an institution’s capital adequacy, the FDIC takes into consideration not only these numeric factors, but qualitative factors as well, and has the authority to establish higher capital requirements for individual institutions where deemed necessary.

In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets above the amount necessary to meet its minimum risk-based capital requirements.

Federal law required the federal banking agencies, including the FDIC, to establish a “community bank leverage ratio” of between 8% and 10% for institutions with total consolidated assets of less than $10 billion. Institutions with capital complying with the ratio and otherwise meeting the specified requirements and electing the alternative framework are considered to comply with the applicable regulatory capital requirements, including the risk-based requirements. The community bank leverage ratio was established at 9% Tier 1 capital to total average assets, effective January 1, 2022. A qualifying institution may opt in and out of the community bank leverage ratio framework on its quarterly call report. Fidelity Bank has opted out of the community bank leverage ratio framework.

Capital Distributions. The Federal Deposit Insurance Act, referred to as the “FDIA” throughout this prospectus, generally provides that an insured depository institution may not make any capital distribution if, after making such distribution, the institution would fail to meet applicable regulatory capital requirements. The FDIC also has the authority to deem certain dividends unsafe or unsound practices if the FDIC determines they are excessive in relation to capital and earnings. The FDIC may further restrict the payment of dividends by engaging in supervisory action to restrict dividends or by requiring a bank to maintain a higher level of capital than would otherwise be required under applicable minimum capital requirements.

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CRA. All insured depository institutions have a responsibility under the CRA and its implementing regulations to help meet the credit needs of their communities, including low- and moderate-income borrowers, consistent with safe and sound banking operations. The FDIC is required to assess Fidelity Bank’s record of compliance with the CRA. The CRA requires all institutions insured by the FDIC to publicly disclose their rating. Fidelity Bank received a “Satisfactory” CRA rating in its most recent federal examination in April, 2022 An institution’s failure to comply with the provisions of the CRA could, at a minimum, result in denial of certain corporate applications such as branches or mergers, or in restrictions on its activities.

The FDIC’s current CRA regulations for banks of Fidelity Bank’s asset size are generally based upon objective criteria of the performance of institutions under two key assessment tests: (i) a lending test; and (ii) a community development test. On October 24, 2023, the FDIC and the other federal banking agencies issued a final rule to strengthen and modernize the CRA regulations. The changes are designed to encourage banks to expand access to credit, investment and banking services in low- and moderate-income communities, adapt to changes in the banking industry including mobile and internet banking, provide greater clarity and consistency in the application of the CRA regulations and tailor CRA evaluations and data collection to bank size and type. Under the final rule, banks with assets of at least $600 million as of December 31 in both of the prior two calendar years and less than $2 billion as of December 31 in either of the prior two calendar years will be an “intermediate bank.” The agencies will evaluate intermediate banks under the Retail Lending Test and either the current community development test, referred to in the final rule as the Intermediate Bank Community Development Test, or, at the bank’s option, the Community Development Financing Test. The applicability date for the majority of the provisions in the CRA regulations is January 1, 2026, and additional requirements will be applicable on January 1, 2027.

Transactions with Affiliates and Loans to Insiders. An insured depository institution’s authority to engage in transactions with its affiliates is generally limited by Sections 23A and 23B of the Federal Reserve Act, as made applicable to Fidelity Bank by Section 18(j) of the FDIA, and by the Federal Reserve Act’s implementing regulation, Regulation W. An affiliate includes, among other things, a company that controls, or is under common control with, an insured depository institution such as Fidelity Bank. FB Bancorp will be an affiliate of Fidelity Bank because it will control Fidelity Bank. In general, “covered transactions” between an insured depository institution and its affiliates, as defined by Section 23A and Regulation W, are subject to certain quantitative limits and collateral requirements. “Covered transactions” with affiliates must be consistent with safe and sound banking practices and may not involve the purchase of low-quality assets. Under Section 23B and Regulation W, transactions with affiliates must generally be on terms that are substantially the same, or at least as favorable to, the institution as comparable transactions with or involving non-affiliates.

Fidelity Bank’s authority to extend credit to its and its affiliates’ directors, executive officers and 10% stockholders (insiders), as well as to entities controlled by such insiders (related interests), is governed by the requirements of Sections 22(g) and 22(h) of the Federal Reserve Act, as made applicable to Fidelity Bank through Section 18(j) of the FDIA, and Regulation O of the Federal Reserve Board, as made applicable by FDIC regulation. Among other things, these provisions generally require that extensions of credit to insiders:

1. be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons and that do not involve more than the normal risk of repayment or present other unfavorable features; and

2. not exceed certain limitations on the amount of credit extended to such insiders and their related interests, individually and in the aggregate, which limits are based, in part, on the amount of Fidelity Bank’s unimpaired capital and unimpaired surplus.

In addition, extensions of credit to insiders or their related interests in excess of certain limits must be approved in advance by a majority of Fidelity Bank’s Board of Directors. Extensions of credit to executive officers are subject to additional limits based on the type of credit extension involved.

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Standards for Safety and Soundness. Federal law requires each federal banking agency to prescribe certain standards for the insured depository institutions they supervise. These standards relate to, among other things, internal controls, information and audit systems, loan documentation, credit underwriting, interest rate risk exposure, asset growth, asset quality, earnings, compensation and benefits, and other operational and managerial standards as the agency deems appropriate. Interagency guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. If the appropriate federal banking agency determines that an institution fails to meet any standard prescribed by the guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard. If an institution fails to meet these standards, the appropriate federal banking agency may require the institution to implement an acceptable compliance plan. Failure to implement such a plan can result in further enforcement action, including the issuance of a cease and desist order and/or the imposition of civil money penalties.

Prompt Corrective Action. Federal law requires, among other things, that federal banking agencies take “prompt corrective action” with respect to institutions that do not meet minimum capital requirements. For this purpose, the FDIC’s regulations establish five capital categories: (i) well capitalized; (ii) adequately capitalized; (iii) undercapitalized; (iv) significantly undercapitalized; and (v) critically undercapitalized. Under applicable regulations, an institution is deemed to be “well capitalized” if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, a leverage ratio of 5.0% or greater, and a common equity Tier 1 ratio of 6.5% or greater. An institution is deemed to be “adequately capitalized” if it has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-based capital ratio of 6.0% or greater, a leverage ratio of 4.0% or greater, and a common equity Tier 1 ratio of 4.5% or greater. An institution is deemed to be “undercapitalized” if it has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a leverage ratio of less than 4.0%, or a common equity Tier 1 ratio of less than 4.5%. An institution is deemed to be “significantly undercapitalized” if it has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a leverage ratio of less than 3.0%, or a common equity Tier 1 ratio of less than 3.0%. An institution is deemed to be “critically undercapitalized” if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2.0%.

At each successive lower capital category, an insured depository institution is subject to more restrictions and prohibitions, including restrictions on growth, restrictions on interest rates paid on deposits, restrictions on the payment of management fees, and restrictions or prohibitions on the payment of dividends. Furthermore, if an insured depository institution is classified in one of the undercapitalized categories, it is required to submit a capital restoration plan to the appropriate federal banking agency, and the holding company must guarantee the performance of that plan. Based upon its capital levels, a bank that is classified as well-capitalized, adequately capitalized, or undercapitalized may be treated as though it were in the next lower capital category if the appropriate federal banking agency, after notice and opportunity for hearing, determines that an unsafe or unsound condition, or an unsafe or unsound practice, warrants such treatment. An undercapitalized bank’s compliance with a capital restoration plan is required to be guaranteed by any company that controls the undercapitalized institution in an amount equal to the lesser of 5.0% of the institution’s total assets when deemed undercapitalized or the amount necessary to achieve the status of adequately capitalized. If an “undercapitalized” bank fails to submit an acceptable capital restoration plan, it is treated as if it is “significantly undercapitalized.” “Significantly undercapitalized” banks must comply with one or more additional restrictions, including: a regulatory order to sell sufficient voting stock to become adequately capitalized; requirements to reduce total assets, cease receipt of deposits from correspondent banks, or dismissal of directors or officers; and limits on interest rates paid on deposits, compensation of executive officers and capital distributions by the parent holding company. “Critically undercapitalized” institutions are subject to additional measures including, subject to a narrow exception, the appointment of a receiver or conservator within 270 days after they obtain such status.

The FDIC may also appoint a conservator or receiver for an insured state bank on the basis of the institution’s financial condition or upon the occurrence of certain events, including:

• Insolvency, or when the assets of the bank are less than its liabilities to depositors and others;

• Substantial dissipation of assets or earnings through violations of law or unsafe or unsound practices;

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• Existence of an unsafe or unsound condition to transact business;

• Likelihood that the bank will be unable to meet the demands of its depositors or to pay its obligations in the normal course of business; and

• Insufficient capital, or the incurring or likely incurring of losses that will substantially deplete all of the institution’s capital with no reasonable prospect of replenishment of capital without federal assistance.

Brokered Deposits. The FDIA and FDIC regulations generally limit the ability of an insured depository institution to accept, renew or roll over any brokered deposit unless the institution’s capital category is “well capitalized” or, upon application to and a waiver from the FDIC, “adequately capitalized.” Less-than-well-capitalized banks also are subject to restrictions on the interest rates that they may pay on deposits. The characterization of deposits as “brokered” may result in the imposition of higher deposit assessments on such deposits. As mandated by the Economic Growth Act, the FDIC’s brokered deposit regulations provide a limited exception for reciprocal deposits for banks that are well managed and well capitalized (or adequately capitalized and have obtained a waiver from the FDIC as mentioned above). Under the limited exception, qualified banks are able to exempt from treatment as “brokered” deposits up to $5 billion or 20 percent of the institution’s total liabilities in reciprocal deposits.

Insurance of Deposit Accounts. The Deposit Insurance Fund of the FDIC insures deposits at FDIC-insured financial institutions such as Fidelity Bank, generally up to a maximum of $250,000 per separately insured depositor per account ownership category. The FDIC charges insured depository institutions premiums to maintain the Deposit Insurance Fund.

Under the FDIC’s risk-based assessment system, institutions deemed less risky of failure pay lower assessments. Assessments for institutions of less than $10 billion of assets are based on financial measures and supervisory ratings derived from statistical modeling estimating the probability of an institution’s failure within three years. The assessment range (inclusive of possible adjustments) for institutions of Fidelity Bank’s size is currently 2.5 basis points to 32 basis points.

The FDIC has authority to increase insurance assessments. Any significant increases would have an adverse effect on the operating expenses and results of operations of Fidelity Bank. For the year ended December 31, 2023, the FDIC insurance expense for Fidelity Bank was $546,700. We cannot predict what assessment rates will be in the future.

Insurance of deposits may be terminated by the FDIC upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, order or condition imposed by, or written agreement entered into with, the FDIC. Fidelity Bank does not know of any practice, condition or violation that may lead to termination of its deposit insurance.

Activity Restrictions on State-Chartered Banks. Federal law and FDIC regulations generally limit the activities and investments of state-chartered FDIC insured banks and their subsidiaries to those permissible for national banks and their subsidiaries, unless such activities and investments are specifically exempted by law or consented to by the FDIC.

Before making a new investment or engaging in a new activity that is not permissible for a national bank or otherwise permissible under federal law or FDIC regulations, an insured bank must seek approval from the FDIC to make such investment or engage in such activity. The FDIC will not approve the activity unless the bank meets its minimum capital requirements and the FDIC determines that the activity does not present a significant risk to the Deposit Insurance Fund. Certain activities of subsidiaries that are engaged in activities permitted for national banks only through a “financial subsidiary” are subject to additional restrictions.

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Privacy Regulations. Applicable regulations require Fidelity Bank to disclose its privacy policies, including identifying with whom it shares customers’ “non-public personal information,” to customers at the time of establishing the customer relationship and annually thereafter. Federal regulations also require Fidelity Bank to provide its customers with initial and annual notices that accurately reflect its privacy policies and practices. In addition, Fidelity Bank is required to provide customers with the ability to “opt-out” of having Fidelity Bank share their non-public personal information with unaffiliated third parties before they can disclose such information, subject to certain exceptions.

Cybersecurity Regulations. The federal banking agencies recently adopted rules providing for new notification requirements for banking organizations and their service providers for significant cybersecurity incidents. Specifically, the new rules require a banking organization to notify its primary federal regulator as soon as possible, and no later than 36 hours after, the banking organization determines that a “computer-security incident” rising to the level of a “notification incident” has occurred. Notification is required for incidents that have materially affected or are reasonably likely to materially affect the viability of a banking organization’s operations, its ability to deliver banking products and services, or the stability of the financial sector. Service providers are required under the rule to notify affected banking organization customers as soon as possible when the provider determines that it has experienced a computer-security incident that has materially affected or is reasonably likely to materially affect the banking organization’s customers for four or more hours.

The Bank Secrecy Act and Anti-Money Laundering Regulations. Fidelity Bank must comply with the anti-money laundering, referred to as the “AML” throughout this prospectus, provisions of the Bank Secrecy Act, referred to as the “BSA” throughout this prospectus, as amended by the USA PATRIOT Act and implementing regulations issued by the FDIC and the Financial Crimes Enforcement Network of the U.S. Department of the Treasury. Together, the BSA and the USA PATRIOT Act require Fidelity Bank to implement a compliance program to detect and prevent money laundering, terrorist financing, and illicit crime, to establish a customer identification program and other internal controls, conduct customer due diligence, administer training, maintain specified records, and report suspicious activity, among other things.

Office of Foreign Assets Control. The U.S. Treasury Department’s Office of Foreign Assets Control, referred to as “OFAC” throughout this prospectus, is responsible for administering and enforcing economic and trade sanctions against specified foreign parties, including countries and regimes, foreign individuals and other foreign organizations and entities. OFAC publishes lists of prohibited parties that are regularly consulted by Fidelity Bank in the conduct of its business in order to assure compliance. Fidelity Bank is responsible for, among other things, blocking accounts of, and transactions with, prohibited parties identified by OFAC, avoiding unlicensed trade and financial transactions with such parties and reporting blocked transactions after their occurrence. Failure to comply with OFAC requirements could have serious legal, financial and reputational consequences for Fidelity Bank.

Prohibitions Against Tying Arrangements. Fidelity Bank is prohibited, subject to some exceptions, from extending credit or offering any other service, or fixing or varying the consideration for such extension of credit or service, on the condition that the customer obtain some additional service from the institution or its affiliates or not obtain services of a competitor of the institution or its affiliates.

Consumer Protection and Fair Lending Regulations. Fidelity Bank is subject to a variety of federal and state statutes and regulations that are intended to protect consumers and to prohibit discrimination in the granting of credit. Section 5 of the Federal Trade Commission Act, enforced by the FDIC, prohibits unfair and deceptive acts and practices against consumers. The Equal Credit Opportunity Act and the Fair Housing Act prohibit discrimination based on race or color, religion, national origin, sex, familial status, and other protected bases, in any aspect of a consumer or commercial credit or residential real estate transactions, and in banks’ lending practices. The failure to comply with the Equal Credit Opportunity Act and the Fair Housing Act could result in enforcement actions by the FDIC, as well as other federal or state regulatory agencies and the Department of Justice.

Other Regulations. Interest and other charges collected or contracted for by Fidelity Bank are subject to state usury laws and federal laws concerning interest rates. Loan operations of Fidelity Bank are also subject to state and federal laws applicable to credit transactions, such as the:

• Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers;

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• Real Estate Settlement Procedures Act, requiring that borrowers for mortgage loans for one- to four-family residential real estate receive various disclosures, including good faith estimates of settlement costs, lender servicing and escrow account practices, and prohibiting certain practices that increase the cost of settlement services;

• Home Mortgage Disclosure Act, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;

• Fair Credit Reporting Act, governing the use and provision of information to credit reporting agencies;

• Fair Debt Collection Practices Act, governing the manner in which consumer debts may be collected; and

• Rules and regulations of the various federal agencies charged with the responsibility of implementing such federal laws.

The operations of Fidelity Bank also are subject to, among others, the:

• Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records;

• Check Clearing for the 21st Century Act (also known as “Check 21”), which gives “substitute checks,” such as digital check images and copies made from that image, the same legal standing as the original paper check; and

• Electronic Funds Transfer Act and Regulation E promulgated thereunder, which govern automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services.

Enforcement. The FDIC has extensive enforcement authority over insured state-chartered savings banks, including Fidelity Bank. This enforcement authority includes, among other things, the ability to assess civil money penalties, issue cease and desist orders and remove directors and officers. In general, these enforcement actions may be initiated in response to violations of law or regulation or to engagement in unsafe or unsound practices.

Federal Home Loan Bank System

As noted above, Fidelity Bank is a member of the Federal Home Loan Bank System, and these Banks provide central credit facilities primarily for member institutions. Members of a Federal Home Loan Bank are required to acquire and hold shares of capital stock in their Federal Home Loan Bank. Fidelity Bank complied with this requirement to hold shares of the Federal Home Loan Bank of Dallas at December 31, 2023.

Bank Holding Company Regulation

Supervision and Enforcement Authority. Upon completion of the conversion, FB Bancorp will be a bank holding company within the meaning of the BHCA. As such, FB Bancorp will be registered with the Federal Reserve Board and be subject to regulations, examinations, supervision and reporting requirements applicable to bank holding companies. In addition, the Federal Reserve Board will have enforcement authority over FB Bancorp and its non-bank subsidiaries. The Federal Reserve Board can require FB Bancorp to enter into informal enforcement actions, including board resolutions or memoranda of understanding, or into formal enforcement actions, including written agreements or cease and desist orders. Such actions may require FB Bancorp to take identified corrective actions to address cited concerns and to refrain from taking certain actions. Among other things, the Federal Reserve Board has the power to order a bank holding company or its non-bank subsidiaries to terminate any activity or terminate its ownership or control of such subsidiary, when it has reasonable cause to believe that continuation of such activity or such ownership or control constitutes a serious risk to the financial safety, soundness, or stability of any bank subsidiary of that bank holding company.

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If FB Bancorp becomes subject to and is unable to comply with the terms of any enforcement actions, supervisory agreements, directives, or orders, then it could become subject to additional, heightened supervisory actions and orders, possibly including prompt corrective action restrictions and/or other regulatory actions, including prohibitions on the payment of dividends on our common stock and preferred stock. If the Federal Reserve Board took such actions, then FB Bancorp could, among other things, become subject to significant restrictions on its ability to develop any new business, as well as restrictions on our existing business, and we could be required to raise additional capital, dispose of certain assets and liabilities within a prescribed period of time, or both. The terms of any such action could have a material negative effect on our business, reputation, operating flexibility, financial condition, and the value of our securities.

Non-Banking Activities. A bank holding company is generally prohibited from engaging in non-banking activities, or acquiring direct or indirect control of more than 5% of the voting securities of any company engaged in non-banking activities. One of the principal exceptions to this prohibition is for activities found by the Federal Reserve Board to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. Some of the principal activities that the Federal Reserve Board has determined by regulation to be so closely related to banking are: (i) making or servicing loans; (ii) performing certain data processing services; (iii) providing securities brokerage services; (iv) acting as fiduciary, investment or financial advisor; (v) leasing personal or real property; (vi) making investments in corporations or projects designed primarily to promote community welfare; and (vii) acquiring a savings association whose direct and indirect activities are limited to those permitted for bank holding companies.

Capital. FB Bancorp will be subject to the Federal Reserve Board’s capital adequacy guidelines for bank holding companies (on a consolidated basis). The Dodd-Frank Act required the Federal Reserve Board to promulgate consolidated capital requirements for depository institution holding companies that are no less stringent, both quantitatively and in terms of components of capital, than those applicable to the depository institutions themselves. Consolidated regulatory capital requirements identical to those applicable to the subsidiary banks apply to bank holding companies. However, the Federal Reserve Board has provided a “small bank holding company” exception to its consolidated capital requirements, and legislation and the related issuance of regulations by the Federal Reserve Board has increased the threshold for the exception to $3.0 billion, provided that such companies meet certain other conditions such as not engaging in significant non-banking activities. As a result, FB Bancorp will not be subject to the capital requirements until such time as its consolidated assets exceed $3.0 billion or unless otherwise directed by the Federal Reserve Board.

Source of Strength. Under federal law, bank holding companies must act as a source of strength to their subsidiary depository institutions by providing capital, liquidity and other support in times of financial stress. This support may be required at times when FB Bancorp may not have the resources to provide support to Fidelity Bank. In the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a bank subsidiary will be assumed by the bankruptcy trustee, and entitled to a priority of payment.

Stock Purchases and Redemptions and Dividends. Under Regulation Y, a bank holding company is generally required to give the Federal Reserve Board prior written notice of any purchase or redemption of its outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the company’s consolidated net worth. The Federal Reserve Board may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe and unsound practice, or would violate any law, regulation, order or directive, or any condition imposed by, or written agreement with, the Federal Reserve Board. There is an exception to this approval requirement for well-capitalized and well-managed bank holding companies that meet certain other conditions.

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The Federal Reserve Board has issued supervisory guidance regarding the payment of dividends and the repurchase of shares of common stock by bank holding companies. This guidance provides for regulatory consultation and non-objection under specified circumstances prior to a bank holding company redeeming or repurchasing regulatory capital instruments, including common stock, regardless of the previously referenced notification requirement. In general, the guidance also provides that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the holding company appears consistent with the organization’s capital needs, asset quality and overall financial condition. Regulatory guidance provides for prior regulatory consultation with respect to capital distributions in certain circumstances such as where the holding company’s net income for the past four quarters, net of capital distributions previously paid over that period, is insufficient to fully fund the dividend or the company’s overall rate of earnings retention is inconsistent with the company’s capital needs and overall financial condition. The ability of a holding company to pay dividends may be restricted if a subsidiary bank becomes undercapitalized.

These regulations and supervisory policies may affect the ability of FB Bancorp to pay dividends, repurchase shares of common stock or otherwise engage in capital distributions.

U.S. Monetary Policies. We are affected by the monetary and fiscal policies of various agencies of the United States Government, including the Federal Reserve System. ln view of changing conditions in the national economy and in the money markets, it is impossible for management to accurately predict future changes in monetary policy or the effect of such changes on our business or financial condition.

Louisiana Holding Company Regulation. Under Louisiana law, the LOFI has authority to annually examine bank holding companies that own or control Louisiana savings banks and to issue orders and take other action against such bank holding companies. In addition, bank holding companies must provide the LOFI with a copy of the annual reports they submit to the Federal Reserve Board, and with copies of the reports submitted to the Federal Reserve Board if they are under formal enforcement actions.

Change in Bank Control Act and Bank Holding Company Act Requirements

Under the Change in Bank Control Act, no person or group of persons may acquire “control” of a bank holding company, such as FB Bancorp, unless the Federal Reserve Board has been given 60 days’ prior written notice and has not issued a notice disapproving the proposed acquisition, taking into consideration certain factors, including the financial and managerial resources of the acquirer and the competitive effects of the acquisition. Control, as defined under federal law, means owning, controlling, or holding with power to vote 25% or more of any class of voting stock. There is a rebuttable presumption of control if, immediately after the transaction, the acquiring person will own, control, or hold with power to vote 10% or more of a class of voting stock, and if the holding company involved has its shares registered under the Securities Exchange Act of 1934, or, if no other person will own, control or hold the power to vote a greater percentage of that class of voting stock after the acquisition.

In addition, the BHCA prohibits any company from acquiring control of a bank or bank holding company, or ownership or control of any voting shares of any bank or bank holding company if after such acquisition it would own or control, directly or indirectly, more than 5.0% of the voting shares of such bank or bank holding company, without first having obtained the approval of the Federal Reserve Board. Among other circumstances, under the BHCA, a company has control of a bank or bank holding company if the company owns, controls has power to vote 25% or more of any class of voting securities of the bank or bank holding company, controls in any manner the election of a majority of directors or trustees of the bank or bank holding company, or the Federal Reserve Board has determined, after notice and opportunity for hearing, that the company directly or indirectly exercises a controlling influence over the management or policies of the bank or bank holding company. The Federal Reserve Board has established presumptions of control under which the acquisition of control of 5% or more of a class of voting securities of a bank holding company, together with other factors enumerated by the Federal Reserve Board, could constitute the acquisition of control of a bank or bank holding company for purposes of the BHCA. In approving bank or bank holding company acquisitions, the Federal Reserve Board is required to consider, among other things, the effect of the acquisition on competition, the financial condition, managerial resources and future prospects of the bank holding company and the banks concerned, the convenience and needs of the communities to be served (including the record of performance under the CRA), the effectiveness of the applicant in combating money laundering activities and the extent to which the proposed acquisition would result in greater or more concentrated risks to the stability of the U.S. banking or financial system. Fidelity Bank’s ability to make future acquisitions will depend on its ability to obtain approval for such acquisitions from the Federal Reserve Board. The Federal Reserve Board could deny our application based on the above criteria or other considerations.

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TAXATION

Federal Taxation

General. FB Bancorp and Fidelity Bank are subject to federal income taxation in the same general manner as other corporations, with some exceptions discussed below. The following discussion of federal taxation is intended only to summarize material federal income tax matters and is not a comprehensive description of the tax rules applicable to FB Bancorp and Fidelity Bank.

Method of Accounting. For federal income tax purposes, Fidelity Bank currently reports its income and expenses on the accrual method of accounting and uses a tax year ending December 31 for filing its federal income tax returns. The Small Business Protection Act of 1996 eliminated the use of the reserve method of accounting for bad debt reserves by savings institutions, effective for taxable years beginning after 1995.

Minimum Tax. The alternative minimum tax, referred to as “AMT” throughout this prospectus, for corporations has been repealed for tax years beginning after December 31, 2017. Any unused minimum tax credit of a corporation may be used to offset regular tax liability for any tax year. In addition, a portion of unused minimum tax credit was refundable in 2018 through 2021. The refundable portion is 50% (100% in 2021) of the excess of the minimum tax credit for the year over any credit allowable against regular tax for that year. At December 31, 2023, Fidelity Bank had no minimum tax credit carryforward.

Net Operating Loss Carryovers. Generally, a corporation may carry forward net operating losses generated in tax years beginning after December 31, 2017 indefinitely and can offset up to 80% of taxable income. At December 31, 2023, Fidelity Bank had no net operating loss carrryforwards.

Capital Loss Carryovers. Generally, a corporation may carry back capital losses to the preceding three taxable years and forward to the succeeding five taxable years. Any capital loss carryback or carryover is treated as a short-term capital loss for the year to which it is carried. As such, it is grouped with any other capital losses for the year to which carried and is used to offset any capital gains. Any undeducted loss remaining after the five-year carryover period is not deductible. At December 31, 2023, Fidelity Bank had no capital loss carryovers.

Corporate Dividends. FB Bancorp may generally exclude from its income 100% of dividends received from Fidelity Bank as a member of the same affiliated group of corporations.

Audit of Tax Returns. Fidelity Bank’s federal income tax returns have not been audited in the most recent five-year period.

State Taxation

Fidelity Bank is subject to Louisiana taxation in the same general manner as other financial institutions. In particular, Fidelity Bank files a consolidated Louisiana Financial Institutions Tax, referred to as “FIT” throughout this prospectus, return. The FIT is based upon the net worth of the consolidated group. For Louisiana FIT purposes, savings institutions are currently taxed at a rate equal to 0.8% of taxable net worth, capped at 14% of the institution’s total assets.

As a Maryland business corporation, FB Bancorp will be required to file an annual report with and pay personal property taxes to the State of Maryland.

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MANAGEMENT

Shared Management Structure

Each director of FB Bancorp is a director of Fidelity Bank. Each executive officer of FB Bancorp is also an executive officer of Fidelity Bank. We expect that FB Bancorp and Fidelity Bank will continue to have a shared management structure until there is a business reason to establish separate management structures.

Executive Officers of FB Bancorp

The following table sets forth information regarding the executive officers of FB Bancorp. Age information is at December 31, 2023. The executive officers will be elected annually by the Board of Directors.

Name	Age	Position
Katherine A. Crosby	62	Executive Chairman of the Board
Christopher S. Ferris	49	President and Chief Executive Officer, Director
Randall L. Baker	55	Chief Operating Officer
Todd M. Wanner	50	Chief Financial Officer

Executive Officers of Fidelity Bank

The following table sets forth information regarding the executive officers of Fidelity Bank. Age information is at December 31, 2023. The executive officers are elected annually by the Board of Directors.

Name	Age	Position
Katherine A. Crosby	62	Executive Chairman of the Board
Christopher S. Ferris	49	President and Chief Executive Officer, Director
Randall L. Baker	55	Chief Operating Officer
Todd M. Wanner	50	Chief Financial Officer
Patrick L. Griggs	60	Chief Risk/Credit Officer
Josh C. Folds	47	Chief Banking Officer

Directors of FB Bancorp and Fidelity Bank

FB Bancorp has ten directors. Directors serve three-year staggered terms so that approximately one-third of the directors are elected at each annual meeting. Subsequent to the completion of the conversion and stock offering, the directors of FB Bancorp will be elected by the stockholders. After the conversion and stock offering, the directors of Fidelity Bank will be elected by FB Bancorp in its capacity as sole stockholder of Fidelity Bank. The following table sets forth information regarding our directors, including their ages at December 31, 2023 and the calendar years when they began serving as directors of Fidelity Bank.

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Name	Position(s) Held With Fidelity Bank	Age	Director Since(1)	Current Term Expires
Katherine A. Crosby	Executive Chairman of the Board	62	2003	2025
Christopher S. Ferris	President and Chief Executive Officer, Director	49	2018	2025
W. Anderson Baker, III	Director	64	2008	2027
J. Luis Baños, Jr.	Director	70	2005	2026
Gerard W. Barousse, Jr.	Director	65	2014	2026
Winifred M. Beron	Director	63	2007	2027
Stephen W. Hales	Director	77	2004	2025
Mahlon D. Sanford	Director	68	2008	2027
Mark C. Romig	Director	67	2015	2026
Todd G. Schexnayder	Director	64	2021	2027

(1) Date at which first appointed to Fidelity Bank Board of Directors.

Board Independence

FB Bancorp has determined to adopt the standards for “independence” for purposes of board and committee service as set forth in the listing standards of the Nasdaq Stock Market. The Board of Directors has determined that each director, except for Katherine A. Crosby, Christopher S. Ferris and Todd G. Schexnayder, is “independent” as defined in the listing standards of the Nasdaq Stock Market. Ms. Crosby and Mr. Ferris are not considered independent because each currently serves as an executive officer of FB Bancorp and Fidelity Bank. Mr. Schexnayder is not considered independent because he previously served as an executive officer of Fidelity Bank through November 1, 2021 and therefore will become an independent director as of November 2, 2024.

To our knowledge, there were no other transactions between us and any director or entity controlled by any director, which would interfere with the directors’ exercise of independent judgment in carrying out his responsibilities as a director.

Business Background of Our Directors and Executive Officers

The business experience for the past five years of each of our directors is set forth below. With respect to directors, the biographies also contain information regarding the person’s experience, qualifications, attributes or skills that caused the Nominating Committee and the Board of Directors to determine that the person should serve as a director. Unless otherwise indicated, directors have held their positions for the past five years.

Katherine A. Crosby is the Chairman of the Board of Fidelity Bank, a position she has held since August 2010. Mrs. Crosby joined the Board of Directors in 2003 and was Vice Chairman of Fidelity Bank from 2006 until her appointment as Chairman. From 2007 through 2009, Mrs. Crosby also served as President of Homestead Title Corporation. Mrs. Crosby is a director on the Boards of the New Orleans Branch of the Federal Reserve Bank of Atlanta, LCMC Health System, where she was Chairman from 2018 to 2020, Children’s Hospital of New Orleans, and the Greater New Orleans Foundation. Mrs. Crosby also serves on the Board of Trustees for the Selley Foundation. Formerly, she Chaired the Board of the New Orleans Area Habitat for Humanity, and WYES-TV, a public television broadcast station in New Orleans, and was on the boards of the New Orleans Regional Leadership Institute and Poydras Home. Mrs. Crosby has also served as a Board member and, from 2000-2001, as President of the Junior League of New Orleans, which honored her in 2019 with their Sustainer of the Year Award. Mrs. Crosby received a B.A. in Business Administration from Vanderbilt University and her M.B.A. from Tulane University’s A.B. Freeman School of Business. Since 2019, Mrs. Crosby has served as a Eucharistic Minister at St. Rita Church in New Orleans. Mrs. Crosby’s extensive leadership experience for a diverse array of organizations and more than 20 years of service with Fidelity Bank provides the Board of Directors with valuable insight into community, organizational and operational matters.

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Christopher S. Ferris has served as the President and Chief Executive Officer and as a director of Fidelity Bank and its NOLA Lending Group division since January 2018. Mr. Ferris previously served as Fidelity Bank’s Chief Banking and Operations Officer from 2014 through 2017. Prior to joining Fidelity Bank, Mr. Ferris held various leadership roles at the large regional bank BB&T (now Truist). Mr. Ferris serves as a director on the Boards of the Greater New Orleans Chamber of Commerce, the New Orleans Area Habitat for Humanity, which he serves as the Secretary and Vice President of the Board. and the Financial Institutional Service Corporation. Formerly, Mr. Ferris served on the Board of the Louisiana Bankers Association and is a founding member of New Orleans Vistage Worldwide. Mr. Ferris is a graduate of the University of Georgia and has received Graduate School designations in Banking from the BB&T Banking School at Wake Forest University and from Louisiana State University. Mr. Ferris has played a significant role in transforming Fidelity Bank’s sales and operations since his arrival in 2014 by creating efficient, user-friendly banking products and services which has allowed Fidelity Bank to experience significant growth, and the Board of Directors values his contributions.

Gerard W. Barousse, Jr. has served as a director of the Board of Directors at Fidelity Bank since 2014. Mr. Barousse is the founder and President of Monarch Real Estate Advisors, Inc., a real estate and financial services firm formed in New Orleans in 1991, and the President of RCB Developers, a real estate development firm specializing in renovation of historic buildings in the New Orleans area. Mr. Barousse is also the founder and Board Chair of both the Bayou District Foundation, a Louisiana housing redevelopment non-profit, and Educare New Orleans, a school for early childhood education and development. Formerly, Mr. Barousse served as Chairman of the Board of Trustees of Metairie Park Country Day School. With significant experience in the commercial real estate finance industry, Mr. Barousse provides the Board of Directors with deep knowledge of economic development and real estate matters affecting our market areas and local New Orleans community.

J. Luis Baños, Jr. has served as a director of the Board of Directors of Fidelity Bank since 2005. Mr. Baños also serves as a director on the Boards of the Louisiana Philharmonic Orchestra and the Stem Library Lab. Mr. Baños has additional leadership experience through his current roles as Chairman, Chief Executive Officer, and Co-Founder of ORX Exploration, Inc., an onshore oil and gas exploration company, founder and Manager of ESG Integrated Solutions, LLC, an energy and mining consulting company, and Manager and Co-Manager of White Lafourche, LLC, a sugarcane operation in Thibodaux. He was also the co-founder and former Chairman and Chief Executive Officer of ORX Resources, Inc., an operating company focused on acquiring, developing, and exploring onshore assets in several Gulf Coast states, until December 2018. ORX Resources, Inc. filed for bankruptcy in 2019. Previously, Mr. Baños served on the Boards of Posse, the Audubon Institute, YMCA, the National Council for Christians and Jews, and the Metropolitan Crime Commission. As an entrepreneurial, growth-oriented executive with four decades of proven leadership skills in finance, strategic initiatives, and business development, Mr. Baños provides the Board of Directors with a reliable, holistic, and forward-thinking perspective.

Mahlon D. Sanford has served as a director of the Board of Directors of Fidelity Bank since 2008. Additionally, Mr. Sanford is a director of LAMMICO, a medical malpractice company, and a director and Treasurer of its affiliate insurance company, LAMMICO Risk Retention Group, Inc. Mr. Sanford was the Managing Partner of Carr, Riggs, and Ingram, LLC, an accounting and advisory firm in New Orleans, and the Chair of the New Orleans office of the Financial Institution Group for an international accounting firm. Mr. Sanford has also served as President and Treasurer of the Board of Trustees for the Good Shepherd Nativity School, President and Treasurer of the Institute of Mental Hygiene, Treasurer of the Carrolton Booster Club, President and Treasurer for the Louisiana Nature and Science Center Audubon Institute, and Treasurer and Vice President for the Board of Trustees of the Academy of the Sacred Heart. Mr. Sanford recently completed his Board of Directors service for Lambeth House, Inc., a continuing care retirement community, where he served as President, Vice President, and Treasurer. Mr. Sanford is a Certified Public Accountant who has worked with financial institutions throughout his professional career. Mr. Sanford is a valued Board of Directors member due to his extensive accounting, financial, and community knowledge.

Stephen W. Hales is the Vice-Chairman of the Board of Directors of Fidelity Bank and has served on the Board of Directors since 2004. Dr. Hales, the Founder of Hales Pediatrics, has served on the Board of Trustees of Children’s Hospital since 1980 and was Chairman for six years. Additionally, Dr. Hales is a Founding Member, Trustee and Secretary-Treasurer of the Board of LCMC Health; a Founding Member, past Secretary and Vice-Chair of New Schools for New Orleans; and a Board member and past Co-Chair of the Education Committee of the Anti-Defamation League. Dr. Hales has served on and chaired the Boards of Metairie Park Country Day School, the Alliance of Not-for-Profit Hospitals, and the Louisiana Philharmonic Orchestra. Dr. Hales also serves as the Historian Emeritus of the Rex Organization, a historic New Orleans Carnival organization which promotes and stages a parade in the annual Mardi Gras celebrations. He is also a founding Board Member and past Chair of the Grants Committee of Rex’s Pro Bono Publico Foundation, which supports New Orleans’ public schools. Dr. Hales is a devoted member of the New Orleans community that the Board of Directors values for his knowledge and understanding of the local market and extensive leadership skills.

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W. Anderson Baker, III has served as a Director of the Board of Directors of Fidelity Bank since 2008. Until 2019, Mr. Baker was President of Gillis, Ellis & Baker, Inc., a New Orleans-based insurance agency. Previously, Mr. Baker served as Chairman of Radio for the Blind and Print Handicapped, a radio broadcast that airs readings of current print material. Mr. Baker is a former Board Member of the Independent Insurance Agents and Brokers of Louisiana and Greater New Orleans, which provides advisory and training services, and the Bureau of Governmental Research, a private non-profit policy research organization in New Orleans. Mr. Baker has also served as the Director of Assurex Global Partners, LLC, an international commercial insurance, risk management, and employee benefits brokerage group. Mr. Baker has received the Director Certified^® designation from the National Association of Corporate Directors and the Certificate of Cyber-Risk Oversight by the National Association of Corporate Directors. As a skilled advisor and leader, the Board of Directors values Mr. Baker’s insight and perspective.

Winifred M. Beron has served as a Director of the Board of Directors of Fidelity Bank since 2007. She currently serves as President and CEO of Methodist Health System Foundation, a $70 million health legacy foundation serving the greater New Orleans area. In addition to its philanthropic mission, the foundation operates three school-based health centers that average 10,000 physical and behavioral health care visits a year. She is past President of the Board of Poydras Home, a continuing care retirement community in operation since 1817. She also served as Treasurer, Vice-Chair and Chairman of the Board of Metairie Park Country Day School and served as President of the Junior League of New Orleans. She was a Director of Teach for America and currently serves as a Director of Le Petit Salon. Following graduation from Vanderbilt University, Wendy joined the nursing staff at Southern Baptist Hospital in New Orleans and became the Director of its Neonatal and Pediatric Intensive Care Unit and Pediatric Department. She was later a Quality and Risk Management Director for Tenet Healthcare Corporation and went on to co-found The Apollo Group, L.L.C., which provided business and management consulting services to individual and organizational healthcare clients for 20 years. Ms. Beron’s expertise in a variety of industries makes her well-suited to serve on the Board of Directors of Fidelity Bank.

Mark C. Romig has served as a Director of the Board of Directors of Fidelity Bank since 2015. Mr. Romig is currently Senior Vice President and Chief Marketing Officer for New Orleans & Company, New Orleans’ official tourism destination marketing and sales organization. He also serves as the Chairman of the Board of the Fore! Kids Foundation (Zurich Classic), Chairman of the Board of Trustees for WYES-TV (public television), an Advisory Board Member of the Louisiana Hospitality Foundation and St. Andrew’s Village, the Vice-Chairman of the Emeril Lagasse Foundation, and is a member of the Federal Reserve Bank of Atlanta’s Tourism and Travel Advisory Council. Mr. Romig was formerly Chairman of the Louisiana Travel Association, the Sugar Bowl Committee and Project Lazarus. Mr. Romig has additionally been a Director on the Boards of the Audubon Nature Institute, Xavier University of Louisiana, and Academy of the Sacred Heart. Mr. Romig’s public relations career has spanned more than 45 years, covering U.S. presidential campaigns, corporate public relations, and serving as an adjunct professor at Tulane University. As a long-standing, highly regarded member of the New Orleans community with significant public relations expertise, Mr. Romig is a valuable asset to the Board of Directors.

Todd G. Schexnayder has served as a Director of the Board of Directors of Fidelity Bank since 2021. Prior to his appointment as Director, Mr. Schexnayder was responsible for all corporate human resources, marketing, and facilities functions at Fidelity Bank as the Senior Vice President and Human Resources Director. Prior to joining Fidelity Bank, Mr. Schexnayder served as Senior Vice President of Human Resources at two large insurance companies in Louisiana. Mr. Schexnayder currently serves as Chair of the Franciscan University of Our Lady Board of Trustees, and on the Boards of Volunteers of America National and the Rotary Club of Baton Rouge. Mr. Schexnayder has also been involved with a variety of community organizations in Southern Louisiana during his accomplished career in human resources. Mr. Schexnayder expertise in thoughtful and effective management, and his dedication to community service, allow him to provide meaningful contributions to the Board of Directors of Fidelity Bank.

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Executive Officers Who are not Directors

The following sets forth information regarding our executive officers who are not directors. Age information is at December 31, 2023.

Todd M. Wanner has served as Chief Financial Officer and Executive Vice President of Fidelity Bank since 2014. Before joining Fidelity Bank, Mr. Wanner was the Chief Financial Officer and Executive Vice President for First Volunteer Corporation, First Volunteer Bank and First Volunteer Insurance Agency. He also served as the Chairman for First Volunteer Insurance Agency. Mr. Wanner has held various other positions with financial institutions and accounting firms during his career, is an active Chartered Financial Analyst, and previously held a Certified Public Accountant license. He received a B.S. in Business Administration from the Ohio State University.

Randall L. Baker has served as Chief Operating Officer and Executive Vice President of Fidelity Bank since 2022. Mr. Baker has worked in the finance industry since 1986 for various institutions. He specializes in operations, strategic planning, regulation, mergers & acquisitions, digital assets, mortgage lending, commercial lending and business development. Mr. Baker is a member of the NCR Executive Innovation Council and the Upstart Customer Advisory Board. Mr. Baker received a Bachelor of Science degree in Finance and Economics from Kansas State University and a CUNA Graduate School of Lending Degree from the University of Wisconsin.

Patrick L. Griggs has served as Chief Risk/Credit Officer and Executive Vice President of Fidelity Bank since 2012. Mr. Griggs is responsible for overseeing Fidelity Bank’s credit and lending practices, loan portfolio management, collections and special assets activity, and overall enterprise risk management program, while providing risk guidance and advice to bank staff. He also Chairs the Bank’s Risk Management and Special Assets Committees, and develops and implements credit, lending, and risk policies that guide company practices. Mr. Griggs is involved in the Bank’s operations via his membership with the Bank’s Executive Leadership Team, Compliance Committee, ALCO Committee, and IT Steering Committee. He is the primary executive liaison for safety and soundness issues with federal and state banking regulators for the Bank and serves on the American Bankers Association Working Group as a subject matter expert to create examination questions for the organization’s Certified Enterprise Risk Professional designation. Prior to joining Fidelity, Mr. Griggs served in lending and credit risk leadership roles with several prominent financial institutions in the U.S. Mr. Griggs is a Chartered Financial Analyst and holds various financial certifications from the America Bankers Association, the Risk Management Association, and other accredited organizations. Mr. Griggs received his MBA degree from Tennessee State and his BS degree from Trevecca.

Josh C. Folds has served as Chief Banking Officer and Executive Vice President of Fidelity Bank since November 2023. Prior to joining Fidelity Bank, Mr. Folds was the head of Small Business, SBA, Business Banking Merchant Services and Virtual Business Banking at First Horizon from 2018 until September 2023. Mr. Folds oversees the strategic direction for Retail, Small Business, SBA and Commercial Banking for Fidelity Bank. Mr. Folds is a graduate of Florida Atlantic University where he received a Bachelor’s degree in Communications. Mr. Folds is also a graduate from the Executive Banking School program at Furman University and also serves on the faculty for the Graduate School of Banking.

Meetings and Committees of the Board of Directors of FB Bancorp and Fidelity Bank

The Board of Directors of FB Bancorp has met one time since the incorporation of FB Bancorp to address certain organizational matters and matters related to the conversion and stock offering, and has established the following standing committees: Audit Committee (consisting of Mahlon D. Sanford (Chair), Stephen W. Hales, J. Luis Baños, Jr., Gerard W. Barousse, Jr. and Mark C. Romig), Compensation Committee (consisting of Winifred M. Beron (Chair), Stephen W. Hales, J. Luis Baños, Jr., Gerard W. Barousse, Jr., Mark C. Romig and Todd G. Schexnayder), and Nominating and Corporate Governance Committee (consisting of Stephen W. Hales (Chair), J. Luis Baños, Jr., Winifred M. Beron, W. Anderson Baker, III, Todd G. Schexnayder and Mark C. Romig). Each of these committees will operate under a written charter, which governs its composition, responsibilities and operations.

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During the year ended December 31, 2023, the Board of Directors of Fidelity Bank met 12 times. The Fidelity Bank Board of Directors conducts business through several committees, including an audit committee, a loan committee and an asset/liability management committee.

Corporate Governance Policies and Procedures

In addition to establishing committees of our Board of Directors, we expect to adopt several policies to govern the activities of both FB Bancorp and Fidelity Bank including corporate governance policies and a code of business conduct and ethics. The corporate governance policies are expected to involve such matters as the following:

• the composition, responsibilities and operation of our Board of Directors;

• the establishment and operation of board committees, including audit, nominating/corporate governance and compensation committees;

• convening executive sessions of independent directors; and

• our Board of Directors’ interaction with management and third parties.

The code of business conduct and ethics, which is expected to apply to all employees and directors, will address conflicts of interest, the treatment of confidential information, general employee conduct and compliance with applicable laws, rules and regulations. In addition, the code of business conduct and ethics will be designed to deter wrongdoing and to promote honest and ethical conduct, the avoidance of conflicts of interest, full and accurate disclosure and compliance with all applicable laws, rules and regulations.

Transactions With Certain Related Persons

Federal law generally prohibits publicly traded companies from making loans to their executive officers and directors, but contains a specific exemption from the prohibition for loans made by federally insured financial institutions, such as Fidelity Bank, to their executive officers and directors that comply with federal banking regulations. Fidelity Bank has a policy that extensions of credit will be granted to its executive officers and directors only in the ordinary course of business, on substantially the same terms as those available to the general public and that do not involve more than the normal risk of collectability or presenting other unfavorable terms.

In accordance with the listing standards of the Nasdaq Stock Market, any transactions that would be required to be reported under this section of this Prospectus must be reviewed by our audit committee or another independent body of the Board of Directors. In addition, any transaction with a director is reviewed by and subject to approval of the members of the Board of Directors who are not directly involved in the proposed transaction to confirm that the transaction is on terms that are no less favorable as those that would be available to us from an unrelated party through an arms’ length transaction.

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Executive Compensation

Summary Compensation Table. The following information is furnished for our principal executive officer and the two most highly compensated executive officers (other than the principal executive officer) whose total compensation exceeded $100,000 for the year ended December 31, 2023. These individuals are sometimes referred to in this prospectus as the “named executive officers.”

Name and Principal Position	Year		Salary ($)		Bonus ($) (1)		Non-equity Incentive Plan Compensation ($)		All Other Compensation ($) (2)		Total ($)
Christopher S. Ferris President and Chief Executive Officer		2023		420,000		126,000		126,000		79,714		751,714
Todd M. Wanner Chief Financial Officer		2023		309,970		46,946		55,794		30,070		442,780
Katherine A. Crosby Executive Chairman of the Board of Directors		2023		282,000		50,000		—		71,773		403,773

(1) Represents a discretionary bonus.

(2) The compensation represented by the amounts for 2023 set forth in the “All Other Compensation” column for the Named Executive Officers is as follows:

Name	Automobile Allowance ($)		Professional Organization Fees ($)		Country Club Due ($)		Imputed Income on Life Insurance ($)		401(k) Plan Employer Contributions ($)		Director Fees ($)		Total All Other Compensation ($)
Christopher S. Ferris		30,000		20,760		13,800		2,148		13,006		—		79,714
Todd M. Wanner		16,870		—		—		—		13,200		—		30,070
Katherine A. Crosby		—		—		—		—		13,200		54,573		71,773

Employment Agreement with Katherine A. Crosby. Fidelity Bank has entered into an employment agreement with Ms. Crosby. The initial term of the employment agreement is two years and on each anniversary of the effective date the term automatically renews for one additional year, so that the remaining term is again two years, unless either Fidelity Bank or Ms. Crosby gives notice to the other party of non-renewal. If either party provides the other with notice of non-renewal, the term will become fixed and expire at the end of the second anniversary of the date of the notice of non-renewal. Notwithstanding the foregoing, in the event FB Bancorp or Fidelity Bank enter into a transaction that would constitute a change in control, as defined under the employment agreement, the term will automatically extend and expire no less than two years following the effective date of the change in control.

The employment agreement specifies the base salary of Ms. Crosby, which initially will be $320,000. Fidelity Bank may increase, but not decrease, Ms. Crosby’s base salary. In addition to base salary, the agreement provides that Ms. Crosby may receive a discretionary bonus. Ms. Crosby is also entitled to participate in all employee benefit plans, arrangements and perquisites offered to employees of Fidelity Bank, and the reimbursement of reasonable travel and other business expenses incurred in the performance of her duties for Fidelity Bank.

Fidelity Bank may terminate Ms. Crosby’s employment with or without cause (as defined in the employment agreement), or Ms. Crosby may resign from her employment, at any time with or without good reason (as defined in the employment agreement). Under the employment agreement, in the event Fidelity Bank terminates Ms. Crosby’s employment without cause or Ms. Crosby voluntary resigns for good reason (in either case, not in connection with a change in control), Fidelity Bank will pay Ms. Crosby a severance payment equal to 1.5 times her base salary, payable in a lump sum cash payment within thirty (30) days following her date of termination of employment. Ms. Crosby would also receive from Fidelity Bank the pro rata cash bonus expected to be earned for the current year and any other Accrued Obligations (as defined in Section 6 of the employment agreement). In addition, if Ms. Crosby elects COBRA coverage, she will receive an additional lump sum payment equal to the amount obtained by multiplying (i) the monthly cost for continuation coverage under COBRA (as in effect as of her termination date) for group medical, dental and vision coverage for the participant and her dependents immediately before the termination date by (ii) 18.

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Under the employment agreement, in the event Fidelity Bank terminates Ms. Crosby’s employment without cause or Ms. Crosby voluntary resigns for good reason, in either case, during the term and on or following the effective time of a change in control, Fidelity Bank will pay her a severance payment (in lieu of the payments and benefits described in the previous paragraph) equal to 1.5 times the sum of (i) her base salary in effect as of the date of termination (or at the time the change in control occurs, if higher), plus (ii) the pro rata cash bonus expected to earned for the current year, payable in a lump sum within thirty (30) days of the date of termination of employment. In addition, Fidelity Bank will pay Ms. Crosby a lump sum cash payment equal to the amount obtained by multiplying (i) the monthly cost for continuation coverage under COBRA (as in effect as of the termination date) for group medical, dental and vision coverage for her and her dependents immediately before her termination date (whether or not she actually elects COBRA coverage by (ii) 18.

The employment agreement terminates upon Ms. Crosby’s death or disability or her voluntary resignation as Chair of the Board of Directors. Upon termination of employment (other than a termination in connection with a change in control), Ms. Crosby will be required to adhere to one-year non-competition and one-year non-solicitation restrictions set forth in the employment agreement.

Employment Agreement with Christopher S. Ferris. Fidelity Bank has entered into an amended and restated employment agreement with Mr. Ferris. The term of the employment agreement is three years and on each anniversary of the effective date extends automatically for one additional year, so that the remaining term is again three years, unless either Fidelity Bank or Mr. Ferris gives notice to the other party of non-renewal. If either party provides the other with notice of non-renewal, the term will become fixed and expire at the end of the third anniversary of the date of the notice of non-renewal. Notwithstanding the foregoing, in the event FB Bancorp or Fidelity Bank enters a transaction that would constitute a change in control, as defined under the employment agreement, the term will automatically extend so that it would expire no less than three years following the effective date of the change in control.

The employment agreement specifies the base salary of Mr. Ferris, which initially will be $436,800. Fidelity Bank may increase, but not decrease, Mr. Ferris’ base salary. In addition to base salary, the agreement provides that Mr. Ferris may receive a discretionary bonus and participate in the Fidelity Bank Deferred Compensation Plan. Mr. Ferris is also entitled to participate in all employee benefit plans, arrangements and perquisites offered to employees and officers of Fidelity Bank and the reimbursement of reasonable travel and other business expenses incurred in the performance of his duties for Fidelity Bank. In addition, Mr. Ferris is entitled to certain additional life and disability insurance benefits from Fidelity Bank.

Fidelity Bank may terminate Mr. Ferris’ employment with or without cause (as defined in the employment agreement), or Mr. Ferris may resign from his employment, at any time with or without good reason (as defined in the employment agreement). Under the employment agreement, in the event Fidelity Bank terminates Mr. Ferris’ employment without cause or Mr. Ferris voluntary resigns for good reason (in either case, not in connection with a change in control), Fidelity Bank will pay Mr. Ferris a severance payment equal to the base salary he would have received during the remaining term of the employment agreement, payable in a lump sum cash payment within thirty (30) days following his date of termination of employment. In addition, if Mr. Ferris elects COBRA coverage, he will receive an additional lump sum payment equal to the amount obtained by multiplying (i) the monthly cost for continuation coverage under COBRA (as in effect as of his termination date) for group medical, dental and vision coverage for the participant and his dependents immediately before the termination date by (ii) the number of months represented by the remaining term of the employment agreement.

Under the employment agreement, in the event Fidelity Bank terminates Mr. Ferris’ employment without cause or Mr. Ferris voluntary resigns for good reason, in either case, during the term on or following the effective time of a change in control, Fidelity Bank will pay him a severance payment (in lieu of the payments and benefits described in the previous paragraph) equal to three times the sum of (i) the executive’s base salary in effect as of the date of termination (or during the three preceding years, if higher), plus (ii) the average annual cash bonus paid or earned for the three most recently completed calendar years before the change in control occurs, payable in a lump sum within thirty (30) days of the date of termination of employment. In addition, Fidelity Bank will pay Mr. Ferris a lump sum cash payment equal to the amount obtained by multiplying (i) the monthly cost for continuation coverage under COBRA (as in effect as of the termination date) for group medical, dental and vision coverage for him and his dependents immediately before his termination date (whether or not he actually elects COBRA coverage by (ii) 36.

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The employment agreement terminates upon Mr. Ferris’ death or disability. Upon termination of employment (other than a termination in connection with a change in control), Mr. Ferris will be required to adhere to one-year non-competition and two-year non-solicitation restrictions set forth in the employment agreement.

Executive Severance Plan. Fidelity Bank has adopted the Fidelity Bank Executive Severance Plan, referred to as the “Severance Plan” throughout this document, effective as of the completion of Fidelity Bank’s mutual-to-stock conversion. The purpose of the Severance Plan is to provide severance benefits to designated executives in the event their employment is terminated in certain circumstances, including certain terminations related to a change in control. The Severance Plan is intended to secure the continued services of the designated executives and to ensure their continued dedication to their duties in the event of any threat or occurrence of a change in control.

Under the Severance Plan, a participant whose employment is terminated other than for cause (as defined in the Severance Plan) or voluntary terminates employment for good reason (as defined in the Severance Plan) during the period commencing with an initial public announcement of the agreements or other actions that are expected or intended to result in a change of control (as defined in the Severance Plan) and ending 24 months following the occurrence of the change in control (the “covered period”) will receive:

• a lump sum cash payment equal to the participant’s pro-rata bonus for the year in which the participant is terminated;

• a lump sum cash payment equal to the participant’s severance multiple, multiplied by the sum of (i) the greater of (x) the participant’s base salary as in effect immediately before the applicable change in control occurred or (y) the participant’s base salary as in effect on the participant’s termination date and (ii) the participant’s target bonus for the year in which the termination date occurs; and

• a lump sum cash payment equal to the amount obtained by multiplying (i) the monthly cost for continuation coverage under COBRA (as in effect as of the participant’s termination date) for group medical, dental and vision coverage for the participant and the participant’s dependents immediately before the participant’s termination date (whether or not the participant actually elects COBRA coverage by (ii) the number of months represented by the participant’s severance multiple.

If the severance benefits under the Severance Plan, along with any other payments occurring in connection with a change in control of the company, were to cause the participant to be subject to the excise tax provisions of Section 4999 of the Internal Revenue Code of 1986, then the amount of the severance benefits will either be reduced, such that the excise tax would not be applicable, or the participant will be entitled to retain the participant’s full severance benefits, whichever results in the better after-tax position to the participant.

Under the Severance Plan, a participant whose employment is terminated other than for cause or voluntarily terminates employment for good reason outside of a covered period relating to a change in control will receive, subject to the participant’s execution of a general release of claims:

• a lump sum cash payment equal to the participant’s pro-rata bonus for the year in which the participant is terminated;

• a lump sum cash payment in an amount equal to the participant’s severance multiple, multiplied by the participant’s base salary as in effect on the participant’s termination date (or the date the executive was designated a participant in the plan, if higher); and

• if the participant elects continuation coverage under COBRA, a lump sum cash payment equal to the amount obtained by multiplying (i) the monthly cost for continuation coverage under COBRA (as in effect as of the participant’s termination date) for group medical, dental and vision coverage for the participant and the participant’s dependents immediately before the participant’s termination date by (ii) the number of months represented by the participant’s severance multiple.

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Mr. Wanner has been designated as a participant in the Severance Plan with a severance multiplier of two for a qualifying termination occurring during a covered period related to a change in control and a severance multiplier of two for a qualifying termination outside of a covered period. However, Mr. Warner’s participation agreement provides that he will not be entitled to any severance benefit outside of the covered period following the third anniversary of the effective date of the Severance Plan.

The Severance Plan also includes a non-disclosure obligation and an obligation not to solicit our employees or customers for a period of 12 months after the date of the participant’s termination of employment.

If Fidelity Bank terminates the Severance Plan or terminates an individual’s participation under the Severance Plan, the participant will continue to be covered for three years (or through the end of the covered period in connection with a change in control that commenced prior to the termination of the plan, if longer).

Performance-Based Deferred Compensation Plan. Fidelity Bank sponsors the Fidelity Bank Performance-Based Deferred Compensation Plan, referred to as the “Deferred Compensation Plan” throughout this prospectus, for certain executives. Under the Deferred Compensation Plan, if a participant achieves the established performance criteria for a fiscal year, Fidelity Bank will credit an award to his or her deferred compensation account under the plan. The performance metrics are set annually by Fidelity Bank and may include both individual and bank performance metrics. If the participant is still employed by Fidelity Bank on the third anniversary of the date the award was granted, the participant will become fully vested in the award and the participant will receive the value of the award plus earnings credited during the three-year vesting period in a single lump sum payment. Awards also become 100% vested in the event of the participant’s death or disability and if the participant terminates service within 12 months following a change in control of Fidelity Bank or FB Bancorp.

401(k) Plan. Fidelity Bank maintains the Fidelity Bank 401(k) Retirement Plan, a tax-qualified defined contribution plan for eligible employees, referred to as the “401(k) Plan” throughout this prospectus. The named executive officers are eligible to participate in the 401(k) Plan on the same terms as other eligible employees of Fidelity Bank. Eligible employees become participants in the 401(k) Plan after completing 90 days of service.

Under the 401(k) Plan, a participant may elect to defer, on a pre-tax basis, up to 100% of their eligible compensation. For 2024, the salary deferral contribution limit is $23,000, provided, however, that a participant over age 50 may contribute an additional $7,500 to the 401(k) Plan for a total of $30,500. In addition to salary deferral contributions, Fidelity Bank currently makes matching contributions to the plan equal to 100% of a participant’s deferrals up to 3% of the participant’s compensation, plus 50% of the participant’s deferrals over 3% but not exceeding 6% of the participant’s compensation. Fidelity Bank may also make discretionary contributions to the plan. A participant is immediately 100% vested in his or her salary deferral contributions and becomes vested in employer contributions at the rate of 20% per year after two years of service, so that the participant will be 100% vested after completing six years of service.

Fidelity Bank intends to allow participants in the 401(k) Plan to use up to 50% of their account balances in the 401(k) Plan to subscribe for common stock in the offering. The expense recognized in connection with the 401(k) Plan totaled approximately $1.1 million for the fiscal year ended December 31, 2023.

Employee Stock Ownership Plan. In connection with the conversion, Fidelity Bank intends to adopt an employee stock ownership plan for eligible employees. The named executive officers will be eligible to participate in the employee stock ownership plan on the same terms as other eligible employees of Fidelity Bank. Eligible employees will begin participation in the employee stock ownership plan on the later of the effective date of the completion of the conversion or upon the first entry date commencing on or after the eligible employee’s completion of one year of service and attainment of age 18.

The employee stock ownership plan trustee is expected to purchase, on behalf of the employee stock ownership plan, 8.0% of the total number of shares of FB Bancorp common stock sold in the conversion. We anticipate the employee stock ownership plan will fund its stock purchase with a loan from FB Bancorp equal to the aggregate purchase price of the common stock. The trustee will repay the loan principally through contributions to the employee stock ownership plan made by Fidelity Bank and any dividends payable on common stock held by the employee stock ownership plan over the anticipated 25-year term of the loan. The interest rate for the employee stock ownership plan loan is expected to equal the prime rate, as published in The Wall Street Journal, on the closing date of the conversion. See “Pro Forma Data.”

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The trustee will hold the shares purchased by the employee stock ownership plan in an unallocated suspense account, and shares will be released from the suspense account on a pro-rata basis as the trustee repays the loan. The trustee will allocate the shares released among participants’ accounts based on each participant’s proportional share of compensation relative to all participants. A participant will vest in his or her account balance based on his or her years of service with Fidelity Bank, at the rate of 20% per year after two years of service, so that the participant will be 100% vested after completing six years of service. Participants who are employed by Fidelity Bank immediately prior to the completion of the conversion will receive credit for vesting purposes for years of service prior to adoption of the employee stock ownership plan. Participants also will automatically become fully vested upon attainment of their normal retirement age (age 65), death or disability, a change in control, or termination of the employee stock ownership plan. Generally, participants will receive distributions from the employee stock ownership plan upon terminating employment in accordance with the terms of the plan document. The employee stock ownership plan reallocates any unvested shares forfeited upon a participant’s termination of employment among the remaining participants.

The employee stock ownership plan will permit participants to direct the trustee as to how to vote shares of common stock allocated to their accounts. The trustee will vote unallocated shares and allocated shares for which participants do not timely provide instructions on any matter in the same ratio as those shares for which participants provide timely instructions, subject to fulfillment of the trustee’s fiduciary responsibilities.

Under applicable accounting requirements, Fidelity Bank will record a compensation expense for the employee stock ownership plan at the fair market value of the shares as they are committed to be released from the unallocated suspense account, which may be more or less than the original issue price. The compensation expense resulting from the release of the common stock from the suspense account and allocation to the accounts of plan participants will result in a corresponding reduction in the earnings of FB Bancorp.

Directors’ Compensation

The following table sets forth for the year ended December 31, 2023, certain information as to the total renumeration paid to our non-employee directors. The renumeration paid to each employee director is disclosed in the Summary Compensation Table appearing above.

Name (1)	Fees Earned or Paid in Cash ($) (2)		All Other Compensation ($)		Total ($)
W. Anderson Baker, III		54,583		—		54,583
J. Luis Baños, Jr.		54,583		—		54,583
Winifred M. Beron		58,583		—		58,583
Gerard W. Barousse, Jr.		54,583		—		54,583
Stephen W. Hales		55,583		—		55,583
Mark C. Romig		54,583		—		54,583
Mahlon D. Sanford		57,583		—		57,583
Todd G. Schexnayder		54,583		—		54,583

(1) Ms. Crosby serves as Executive Chair of the Board of Directors and her compensation is reported under the Summary Compensation Table above.

(2) Includes an annual fee for non-employee directors of $54,583 and $500 per meeting chaired by the Chairs of the Compensation, Audit and Corporate Governance Committees, respectively.

For the year ended December 31, 2023, each non-employee director of Fidelity Bank received an annual fee $54,583.

Each director of Fidelity Bank also serves as a director of FB Bancorp. Following the completion of the conversion and stock offering, Fidelity Bank will continue to pay director fees as set forth above and FB Bancorp will pay an annual retainer to non-employee directors of $10,000.

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Director Retirement Plan. Fidelity Bank sponsors the Amended and Restated Fidelity Bank Director Retirement Plan, referred to as the “Director Retirement Plan” throughout this prospectus. Eligible directors include the non-employee members of the Board of Directors of Fidelity Bank who were serving as directors prior to March 18, 2020, and Ms. Crosby, who serves as executive chair of the Board of Directors. Under the Director Retirement Plan, a director who retires after reaching his or her Full Vesting Date (i.e., the date on which the director has completed at least 20 years of service on the Board of Directors) will receive a monthly benefit of $2,500 for life. A director who has not completed 20 years of service but retires after reaching his or her Partial Vesting Date (i.e., the date on which the director has completed at least 10 years of service on the Board of Directors) will receive a reduced monthly benefit. The reduced monthly benefit equals the normal $2,500 monthly benefit multiplied by a percentage. The percentage equals 50% for directors with ten years of service and an additional 5% for each year of service in excess of ten years of service. A director who terminates service with the Board of Directors prior to completing ten years of service and a director who terminates service with the Board of Directors on account of cause (as described in the Director Retirement Plan) is not entitled to any benefit under the Director Retirement Plan.

Benefits to be Considered Following Completion of the Conversion and Stock Offering

Stock-Based Benefit Plans. Following the conversion and stock offering, we intend to adopt one or more new stock-based benefit plans that will provide for grants of stock options and restricted stock awards (including restricted stock units). The stock-based benefit plans will not be adopted sooner than six months after the conversion and stock offering, and, if adopted within 12 months after the conversion and stock offering, stockholders must approve the plans by a majority of the votes eligible to be cast. If the stock-based benefit plans are established more than 12 months after the conversion and stock offering, stockholders must approve the plans by a majority of votes cast. Also, if adopted within 12 months following the completion of the conversion, the aggregate number of shares reserved for the exercise of stock options or available for stock awards under the stock-based benefit plans would be limited to 10% and 4%, respectively, of the sum of shares sold in the stock offering.

The following additional restrictions would apply to our stock-based benefit plans if we adopt such plans within 12 months after the conversion and stock offering:

• non-employee directors in the aggregate may not receive more than 30% of the options and restricted stock awards authorized under the plans;

• any one non-employee director may not receive more than 5% of the options and restricted stock awards authorized under the plans;

• any officer or employee may not receive more than 25% of the options and restricted stock awards authorized under the plans;

• any tax-qualified employee stock benefit plans and restricted stock plans, in the aggregate, may not acquire more than 10% of the sum of shares sold in the stock offering, unless Fidelity Bank has tangible capital of 10% or more, in which case tax-qualified employee stock benefit plans and restricted stock plans may acquire up to 12% of the sum of shares sold in the stock offering;

• the options and restricted stock awards may not vest more rapidly than 20% per year, beginning on the first anniversary of stockholder approval of the plans; and

• accelerated vesting is not permitted except for death, disability or upon a change in control of FB Bancorp or Fidelity Bank.

We have not determined whether we will present one or more stock-based benefit plans for stockholder approval before or after 12 months after the completion of the conversion and stock offering.

We may obtain the shares needed for our stock-based benefit plans by issuing additional shares of common stock from authorized but unissued shares or through stock repurchases.

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The actual value of the shares awarded under stock-based benefit plans would be based in part on the price of the common stock of FB Bancorp when the shares are awarded. The following table presents the total value of all shares of restricted stock that would be available for issuance under the new stock-based benefit plans, assuming the shares are awarded when the market price of our common stock ranges from $8.00 per share to $14.00 per share.

Share Price	Value of Shares Awarded at Minimum of Offering Range		Value of Shares Awarded at Midpoint of Offering Range		Value of Shares Awarded at Maximum of Offering Range		Value of Shares Awarded at Adjusted Maximum of Offering Range
(In thousands, except share price information)
$ 8.00	$	4,080	$	4,800	$	5,520	$	6,348
10.00		5,100		6,000		6,900		7,935
12.00		6,120		7,200		8,280		9,522
14.00		7,140		8,400		9,660		11,109

The grant-date fair value of the options granted under the new stock-based benefit plans will be based in part on the price of shares of common stock of FB Bancorp when the options are granted. The value also will depend on the various assumptions utilized in the option pricing model ultimately adopted. The following table presents the total estimated value of the options to be available for grant under the stock-based benefit plans, assuming the market price and exercise price for the stock options are equal and the range of market prices for the shares is $8.00 per share to $14.00 per share. The Black-Scholes option pricing model provides an estimate only of the fair value of the stock options, and the actual value of the stock options may differ significantly from the value set forth in this table.

Exercise Price	Grant-Date Fair Value Per Option		Value of Options at Minimum of Offering Range		Value of Options at Midpoint of Offering Range		Value of Options at Maximum of Offering Range		Value of Options at Adjusted Maximum of Offering Range
(In thousands, except exercise price and fair value information)
$ 8.00	$	2.97	$	3,787	$	4,455	$	5,123	$	5,892
10.00		3.71		4,370		5,565		6,400		7,360
12.00		4.46		5,687		6,690		7,694		8,848
14.00		5.20		6,630		7,800		8,970		10,316

The above tables are provided for informational purposes only. There can be no assurance that our stock price will not trade below the offering price of $10.00 per share. Before you make an investment decision, we urge you to read this prospectus carefully, including, but not limited to, the section entitled “Risk Factors.”

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SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information regarding intended common stock subscriptions by each of the directors and executive officers and their associates, and by all directors, officers and their associates as a group. However, there can be no assurance that any such person or group will purchase any specific number of shares of our common stock. If the individual maximum purchase limitation is increased, persons subscribing for the maximum amount may increase their purchase order. Directors and officers will purchase shares of common stock at the same $10.00 purchase price per share as other purchasers in the stock offering. This table excludes shares of common stock to be purchased by the employee stock ownership plan, as well as any stock awards or stock option grants that may be made no earlier than six months after the completion of the conversion and stock offering. Purchases by directors, officers and their associates will be included in determining whether the required minimum number of shares has been subscribed for in the stock offering. The shares being acquired by the directors, executive officers and their associates are being acquired for investment purposes, and not with a view towards resale. Our directors and executive officers will be subject to the same minimum purchase requirements and purchase limitations as other participants in the stock offering set forth under “The Conversion and Stock Offering – Limitations on Stock Purchases.”

Name and Title	Number of Shares (1)		Aggregate Purchase Price (1)		Percent at Minimum of Offering Range
Katherine A. Crosby, Executive Chairman of the Board		75,000	$	750,000		0.6	%
Christopher S. Ferris, President and Chief Executive Officer		35,000		350,000		0.3
W. Anderson Baker, III, Director		50,000		500,000		0.4
J. Luis Baños, Jr., Director		20,000		200,000		0.2
Gerard W. Barousse, Jr., Director		50,000		500,000		0.4
Winifred M. Beron, Director		70,000		700,000		0.5
Stephen W. Hales, Director		50,000		500,000		0.4
Mark C. Romig, Director		10,000		100,000		0.1
Mahlon D. Sanford, Director		30,000		300,000		0.2
Todd G. Schexnayder, Director		10,000		100,000		0.1
Randall L. Baker, Chief Operating Officer		8,500		85,000		0.1
Todd M. Wanner, Chief Financial Officer		13,000		130,000		0.1
Patrick L. Griggs, Chief Risk/Credit Officer		5,000		50,000		*
All directors and officers as a group (13 persons)		451,500	$	4,515,000		3.3	%

* Less than 1.0%

(1) Includes purchases by the named individual’s spouse and other relatives of the named individual living in the same household. Other than as set forth above and noted below, the named individuals are not aware of any other purchases by a person or entity that would be considered an associate of the named individuals under the plan of conversion.

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THE CONVERSION AND STOCK OFFERING

The Board of Directors of Fidelity Bank has approved the plan of conversion. The plan of conversion must also be approved by Fidelity Bank’s members (its depositors). A special meeting of members has been called for this purpose. Fidelity Bank has filed applications with respect to the conversion and stock offering with the LOFI and the FDIC, and FB Bancorp has filed a holding company application with the Federal Reserve Board. The approvals of the LOFI, the FDIC and the Federal Reserve Board are required before we can consummate the conversion and stock offering. Any approval by the LOFI, the FDIC or the Federal Reserve Board does not constitute a recommendation or endorsement of the plan of conversion.

General

The Board of Directors of Fidelity Bank adopted and approved the plan of conversion on February 28, 2024. According to the plan of conversion, Fidelity Bank will convert from the mutual form of organization to the stock form of organization. In connection with the conversion, Fidelity Bank has organized a new Maryland stock holding company named FB Bancorp, which will sell shares of common stock to the public in an initial public stock offering. When the conversion and stock offering are completed, all of the capital stock of Fidelity Bank will be owned by FB Bancorp, and all of the common stock of FB Bancorp will be owned by its stockholders.

FB Bancorp expects to retain between $62.3 million and $84.6 million of the net proceeds of the stock offering, or $97.5 million if the offering range is increased by 15% because of demand for the shares or changes in market conditions. Fidelity Bank will receive a capital contribution equal to at least 50% of the net proceeds of the stock offering. Based on this formula, we anticipate that FB Bancorp will invest in Fidelity Bank $62.3 million, $73.5 million, $84.6 million and $97.5 million, respectively, of the net proceeds at the minimum, midpoint, maximum and adjusted maximum of the offering range. The conversion and stock offering will be consummated only upon the sale of at least 12,750,000 shares of our common stock.

The plan of conversion provides that we will offer shares of common stock for sale in the subscription offering to Eligible Account Holders, our tax-qualified employee benefit plans, specifically our employee stock ownership plan, Supplemental Eligible Account Holders and Other Members. If all shares are not subscribed for in the subscription offering, we may, in our discretion, offer common stock for sale in a community offering to members of the public, with a preference given to natural persons (and trusts of natural persons) residing in Ascension, Caddo, East Baton Rouge, Jefferson, Lafayette, Orleans, St. Tammany and Tangipahoa Parishes in Louisiana. In addition, shares of common stock not purchased in the subscription offering and community offering may be offered for sale to the general public in a syndicated community offering to be managed by Performance Trust, acting as our agent.

We have the right to accept or reject, in whole or in part, any orders to purchase shares of the common stock received in any community offering or any syndicated community offering. The community offering and/or syndicated community offering, if any, may begin at the same time as, during, or after the subscription offering, and must be completed within 45 days after the completion of the subscription offering unless otherwise extended by us with the approval of the LOFI and the FDIC. See “ – Community Offering” and “ – Syndicated Community Offering.”

We determined the number of shares of common stock to be offered in the stock offering based upon an independent valuation of the estimated consolidated pro forma market value of FB Bancorp, assuming the conversion and stock offering are completed. All shares of common stock to be sold in the stock offering will be sold at $10.00 per share. Investors will not be charged a commission to purchase shares of common stock. The independent valuation will be updated and the final number of the shares of common stock to be issued in the stock offering will be determined at the completion of the stock offering. See “ – Determination of Share Price and Number of Shares to be Issued” for more information as to the determination of the estimated pro forma market value of the common stock.

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The following is a brief summary of the plan of conversion. We recommend reading the plan of conversion in its entirety for more information. A copy of the plan of conversion is available for inspection at the banking offices of Fidelity Bank and as described in the section of this prospectus entitled “Where You Can Find Additional Information.” The plan of conversion is also filed as an exhibit to Fidelity Bank’s application for approval to convert from mutual to stock form, of which this prospectus is a part, copies of which may be obtained from the LOFI and the FDIC. The plan of conversion is also filed as an exhibit to FB Bancorp’s registration statement filed with the Securities and Exchange Commission, of which this prospectus is a part, copies of which may be obtained from the Securities and Exchange Commission or online at the Securities and Exchange Commission’s website, www.sec.gov. See “Where You Can Find Additional Information.”

Reasons for the Conversion

Consistent with our business strategy, our primary reasons for converting and raising additional capital through the stock offering are:

• to increase capital to support future growth and profitability;

• to retain and attract qualified personnel by establishing stock-based benefit plans for management and employees; and

• to offer our customers and employees an opportunity to purchase an equity interest in Fidelity Bank by purchasing shares of common stock of FB Bancorp.

Mutual institutions cannot offer stock incentives to attract and retain highly qualified management personnel. While Fidelity Bank has not required these capital tools and stock incentives in the past, they could prove to be important to implementing our business strategy. Furthermore, management believes that the additional capital raised in the stock offering will enable us to take advantage of business opportunities that may not otherwise be available to us.

Approvals Required

The affirmative vote of a majority of the total eligible votes of members of Fidelity Bank is required to approve the plan of conversion. A special meeting of members to consider and vote upon the plan of conversion has been set for [expiration date]. The plan of conversion also must be approved by the LOFI and the FDIC. Additionally, the Federal Reserve Board must approve FB Bancorp’s holding company application. We cannot consummate the conversion and the stock offering without satisfying the conditions contained in these approvals.

Effects of Conversion on Depositors, Borrowers and Members

Continuity. While the conversion is being accomplished, our normal business of accepting deposits and making loans will continue without interruption. Fidelity Bank will continue to be a Louisiana-chartered savings bank and will continue to be regulated by the LOFI and the FDIC, while FB Bancorp will be regulated by the Federal Reserve Board. After the conversion and stock offering, we will continue to offer existing services to depositors, borrowers and other customers. The individuals serving as directors of Fidelity Bank at the time of the conversion will serve as the directors of Fidelity Bank and of FB Bancorp after the completion of the conversion and stock offering.

Effect on Deposit Accounts. According to the plan of conversion, each depositor of Fidelity Bank at the time of the conversion will automatically continue as a depositor after the conversion, and the deposit balance, interest rate and other terms of such deposit accounts will not change as a result of the conversion. Each such account will be insured by the FDIC to the same extent as before the conversion. Depositors will continue to hold their existing certificates, passbooks and other evidences of their accounts.

Effect on Loans. No loan outstanding from Fidelity Bank will be affected by the conversion, and the amount, interest rate, maturity and security for each loan will remain as it was contractually fixed before the conversion.

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Effect on Voting Rights of Members. All of our depositors are members of and have voting rights in Fidelity Bank as to all matters requiring membership action. Upon completion of the conversion, Fidelity Bank will cease to have members and former members will no longer have voting rights in Fidelity Bank. Upon completion of the conversion, all voting rights in Fidelity Bank will be vested in FB Bancorp as the sole stockholder of Fidelity Bank. The stockholders of FB Bancorp will possess exclusive voting rights with respect to FB Bancorp common stock.

Tax Effects. We have received opinions of our counsel and our tax advisors with regard to the federal and state income tax consequences of the conversion to the effect that the conversion will not be taxable for federal or Louisiana income tax purposes to Fidelity Bank or its members. See “ – Material Income Tax Consequences.”

Effect on Liquidation Rights. Each depositor of Fidelity Bank has both a deposit account in Fidelity Bank and a pro rata ownership interest in the net worth of Fidelity Bank based upon the deposit balance in the depositor’s account. This ownership interest is tied to the depositor’s account and has no tangible market value separate from the deposit account. This interest may only be realized in the event of a complete liquidation of Fidelity Bank. Any depositor who opens a deposit account obtains a pro rata ownership interest in Fidelity Bank without any additional payment beyond the amount of the deposit. A depositor who reduces or closes his or her account receives a portion or all, respectively, of the balance in the deposit account but nothing for his or her ownership interest in the net worth of Fidelity Bank, which is lost to the extent that the balance in the account is reduced or closed.

Consequently, depositors in a mutual savings bank normally have no way of realizing the value of their ownership interest, which has realizable value only in the unlikely event that the institution is completely liquidated. If this occurs, the depositors of record at that time, as owners, would share pro rata in any residual surplus and reserves of Fidelity Bank after other claims, including claims of depositors to the amounts of their deposits, are paid.

In the unlikely event that Fidelity Bank were to liquidate after the conversion, all claims of creditors, including those of depositors, would be paid first, followed by distribution of a “liquidation account” to depositors with qualifying deposits as of December 31, 2022 or March 31, 2024 who continue to maintain their deposit accounts as of the date of liquidation, with any assets remaining thereafter distributed to FB Bancorp as the sole owner of Fidelity Bank’s capital stock. According to LOFI and the FDIC rules and regulations, a post-conversion merger, consolidation, sale of bulk assets or similar combination or transaction with another insured depositor institution would not be considered a liquidation and, in such a transaction, the liquidation account would be assumed by the surviving institution. See “ – Liquidation Rights.”

Determination of Share Price and Number of Shares to be Issued

The plan of conversion and state regulations require that the aggregate purchase price of the common stock sold in the stock offering be based on the appraised pro forma market value of the common stock, as determined by an independent valuation. We have retained FinPro, an independent appraisal firm, to prepare an independent valuation appraisal. For its services in preparing the initial valuation and one final update valuation, FinPro will receive a fee of $85,000, and will be reimbursed for its reasonable expenses.

We are not affiliated with FinPro, and neither we nor FinPro has an economic interest in, or is held in common with, the other. FinPro represents and warrants that it is not aware of any fact or circumstance that would cause it not to be “independent” within the meaning of the conversion regulations or the applicable regulatory valuation guidelines or otherwise prohibit or restrict in anyway FinPro from serving in the role of our independent appraiser.

We have agreed to indemnify FinPro and its employees and affiliates against specified losses, including any losses in connection with claims under the federal securities laws, arising out of its services as independent appraiser, except where such liability results from its gross negligence or willful misconduct.

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The independent valuation appraisal considered the pro forma impact of the stock offering. Consistent with applicable federal appraisal guidelines, the appraisal applied three primary methodologies: the pro forma price-to-book value approach applied to both reported book value and tangible book value; the pro forma price-to-earnings approach applied to reported and core earnings; and the pro forma price-to-assets approach. The market value ratios applied in the remaining two methodologies were based upon the current market valuations of the peer group companies identified by FinPro, subject to valuation adjustments applied by FinPro to account for differences between us and our peer group. Because FinPro concluded that asset size is not a strong determinant of market value, FinPro did not place significant weight on the pro forma price-to-assets approach in reaching its conclusions. FinPro placed the greatest emphasis on the price-to-book value approach in estimating pro forma market value. Due to Fidelity Bank’s lower earnings, the price to earnings approach did not warrant equal focus by FinPro.

The independent valuation was prepared by FinPro in reliance upon the information contained in this prospectus, including our financial statements. FinPro also considered the following factors, among others:

• our present and projected operating results and financial condition;

• the economic and demographic conditions in our existing market areas;

• certain historical, financial and other information relating to us;

• a comparative evaluation of our operating and financial characteristics with those of other similarly situated publicly traded savings institutions;

• the impact of the conversion and stock offering on our equity and earnings potential; and

• the trading market for securities of comparable institutions and general conditions in the market for such securities.

The independent valuation is also based on an analysis of a peer group of 12 publicly traded bank and savings and loan holding companies that FinPro considered comparable to us under regulatory guidelines applicable to the independent valuation. Under these guidelines, a minimum of ten peer group companies are selected from the universe of all publicly traded savings institutions with relatively comparable resources, strategies and financial and other operating characteristics. Such companies must also be traded on an exchange (such as Nasdaq or the New York Stock Exchange). Because of the initial and continuing listing standards of Nasdaq and the New York Stock Exchange, including public float and round lot holders requirements, as well as the fact that many of the smaller converted thrifts ultimately de-list their shares from Nasdaq and/or are acquired by larger companies, each of the peer group companies has a comparatively larger asset size than Fidelity Bank. The peer group companies selected also consisted of fully converted stock institutions that were not subject to an actual or rumored acquisition and that had been in fully converted form for at least one year. In addition, the peer group companies were limited to the following three selection criteria: (i) institutions with assets between $500 million and $3.0 billion; (ii) located in the Southwest, Southeast, or Midwest Regions; and (iii) not merger targets or minority-focused institutions.

Included in the independent valuation were certain assumptions as to our pro forma earnings after the conversion that were utilized in determining the appraised value. These assumptions included estimated expenses, an assumed after-tax rate of return on the net offering proceeds of 3.94% and purchases in the open market of 4.0% of the common stock sold in the stock offering by a stock-based benefit plan providing for the ability to issue restricted stock awards at the $10.00 purchase price. See “Pro Forma Data” for additional information concerning these assumptions. The use of different assumptions may yield different results.

The independent valuation states that at February 14, 2024, the estimated pro forma market value of FB Bancorp ranged from $127,500,000 to $198,375,000, with a midpoint of $150,000,000. Our Board of Directors decided to offer the shares of common stock for a price of $10.00 per share primarily because it is the price most commonly used in mutual-to-stock conversions of financial institutions. The number of shares offered for sale in the stock offering equals to the aggregate offering price of the shares divided by the price per share. Based on the valuation range and the $10.00 price per share and the minimum of the offering range is 12,750,000 shares, the midpoint of the offering range is 15,000,000 shares and the maximum of the offering range is 17,250,000 shares, or 19,837,500 shares if the maximum amount is increased by 15% because of demand for shares or changes in market conditions.

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In applying each of the valuation methods, FinPro considered adjustments to our pro forma market value based on a comparison of FB Bancorp with the peer group. FinPro made downward adjustments for: (i) financial condition; (ii) earnings quality, predictability and growth; (iii) market areas; and (iv) liquidity of the issue. FinPro made no adjustments for balance sheet growth, dividends, recent regulatory matters, management and marketing of the issuance.

The following table presents a summary of selected pricing ratios for the peer group companies and for FB Bancorp (on a pro forma basis) utilized by FinPro in its appraisal. These ratios are based on FB Bancorp’s book value, tangible book value and core earnings at and for the 12 months ended December 31, 2023. The peer group ratios are based on the latest date for which complete financial data are publicly available and stock prices as of February 2, 2024. Compared to the average pricing of the peer group, our pro forma pricing ratios at the midpoint of the offering range indicated a discount of 36.8% on a price-to-book value basis and a discount of 38.3% on a price-to-tangible book value basis.

	Price-to-core earnings multiple (1)			Price-to-book value ratio			Price-to-tangible book value ratio
FB Bancorp (pro forma basis, assuming completion of the conversion and stock offering):
Adjusted Maximum		40.0	%		60.5	%		61.6	%
Maximum		38.5	%		56.5	%		57.6	%
Midpoint		37.0	%		52.5	%		53.6	%
Minimum		35.7	%		47.9	%		49.0	%
Valuation of peer group companies, all of which are fully converted (historical basis):
Average		28.9	%		81.3	%		85.6	%
Median		13.6	%		83.0	%		86.8	%

(1) Price-to-earnings multiples calculated by FinPro in the independent appraisal are based on an estimate of “core” or recurring earnings. These ratios are different from those presented in “Pro Forma Data.”

The following table presents information regarding the peer group companies utilized by FinPro in its appraisal.

Company Name	Ticker Symbol	Exchange	Headquarters	Total Assets at December 31, 2023 ($ in millions)
1895 Bancorp of Wisconsin, Inc.	BCOW	NASDAQ	Greenfield, WI		555
Affinity Bancshares, Inc.	AFBI	NASDAQ	Covington, GA		843
Blue Foundry Bancorp	BLFY	NASDAQ	Rutherford, NJ		2,045
ESSA Bancorp, Inc.	ESSA	NASDAQ	Stroudsburg, PA		2,225
Finward Bancorp	FNWD	NASDAQ	Munster, IN		2,108
HMN Financial, Inc.	HMNF	NASDAQ	Rochester, MN		1,107
Home Federal Bancorp, Inc. of Louisiana	HFBL	NASDAQ	Shreveport, LA		654
IF Bancorp, Inc.	IROQ	NASDAQ	Watseka, IL		910
Northeast Community Bancorp, Inc	NECB	NASDAQ	White Plains, NY		1,750
Ponce Financial Group, Inc.	PDLB	NASDAQ	Bronx, NY		2,750
Sterling Bancorp, Inc.	SBT	NASDAQ	Southfield, MI		2,416
William Penn Bancorporation	WNPN	NASDAQ	Bristol, PA		826

Our Board of Directors reviewed the independent valuation and, in particular, considered the following:

• our financial condition and results of operations;

• comparison of our financial performance ratios to those of other financial institutions of similar size; and

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• market conditions generally and, in particular, for financial institutions.

All of these factors are set forth in the independent valuation. Our Board of Directors also reviewed the methodology and the assumptions used by FinPro in preparing the independent valuation and believes that such assumptions were reasonable. The offering range may be amended with the approval of the LOFI and the FDIC, if required, as a result of subsequent developments in our financial condition or market conditions generally. If the independent valuation is updated to amend our pro forma market value to less than $127,500,000 or more than $198,375,000, the appraisal will be filed with the Securities and Exchange Commission by a post-effective amendment to our registration statement.

The independent valuation is not intended, and must not be construed, as a recommendation of any kind as to the advisability of purchasing shares of our common stock. FinPro did not independently verify our financial statements and other information that we provided to them, nor did FinPro independently value our assets or liabilities. The independent valuation considers Fidelity Bank as a going concern and should not be considered as an indication of its liquidation value. Moreover, because the valuation is necessarily based upon estimates and projections of a number of matters, all of which may change from time to time, no assurance can be given that persons purchasing our common stock in the stock offering will thereafter be able to sell their shares at prices at or above the $10.00 offering price per share.

Following commencement of the subscription offering, the maximum of the valuation range may be increased by up to 15%, or up to $198,375,000, which would result in a corresponding increase of up to 15% in the maximum of the offering range to up to 19,837,500 shares, to reflect changes in the market and financial conditions or demand for the shares. We will not increase the offering range above this level or decrease the minimum of the offering range without a resolicitation of subscribers. The subscription price of $10.00 per share will remain fixed. See “ – Limitations on Common Stock Purchases” as to the method of distribution and allocation of additional shares that may be issued in the event of an increase in the offering range to fill unfilled orders in the stock offering.

If the update to the independent valuation at the conclusion of the stock offering results in an increase in the maximum of the valuation range to more than $198,375,000, and a corresponding increase in the offering range to more than 19,837,500 shares, or a decrease in the minimum of the valuation range to less than $127,500,000 and a corresponding decrease in the offering range to fewer than 12,750,000 shares, then we will promptly return, with interest at a rate of 0.05% per annum, all funds received in the stock offering and cancel deposit account withdrawal authorizations. After consulting with the LOFI and the FDIC, we may terminate the plan of conversion. Alternatively, we may establish a new offering range and commence a resolicitation of subscribers or take other actions as permitted by the LOFI and the FDIC in order to complete the conversion and stock offering. If we conduct a resolicitation, we will notify subscribers of their rights to place a new stock order for a specified period of time. If a person does not respond, we will cancel his or her stock order and return his or her subscription funds, with interest, and cancel any authorization to withdraw funds from deposit accounts for the purchase of shares of common stock. Any resolicitation following the conclusion of the subscription and community offerings would not exceed 45 days unless further extended with the approval, to the extent approval is required, of the LOFI and the FDIC, for periods of up to 90 days.

An increase in the number of shares to be issued in the stock offering would decrease both a subscriber’s ownership interest and our pro forma earnings and stockholders’ equity on a per share basis while increasing pro forma earnings and stockholders’ equity on an aggregate basis. A decrease in the number of shares to be issued in the stock offering would increase both a subscriber’s ownership interest and our pro forma earnings and stockholders’ equity on a per share basis, while decreasing pro forma earnings and stockholders’ equity on an aggregate basis. For a presentation of the effects of these changes, see “Pro Forma Data.”

A copy of FinPro’s independent valuation appraisal report is available for inspection at our office, as specified under “Where You Can Find Additional Information.”

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Subscription Offering and Subscription Rights

According to the plan of conversion, rights to subscribe for shares of common stock in the subscription offering have been granted in the following descending order of priority. The filling of all subscriptions that we receive will depend on the availability of common stock after satisfaction of all subscriptions of all persons having prior rights in the subscription offering and to the minimum, maximum and overall purchase limitations set forth in the plan of conversion and as described below under “ – Limitations on Common Stock Purchases.”

Priority 1: Eligible Account Holders. Each depositor with aggregate deposit account balances of $50.00 or more (a “Qualifying Deposit”) on December 31, 2022 (an “Eligible Account Holder”) will receive, without payment therefor, non-transferable subscription rights to purchase, subject to the overall purchase limitations, up to the greater of 70,000 shares ($700,000) of our common stock, 0.10% of the total number of shares of common stock issued in the stock offering, or 15 times the number of shares offered multiplied by a fraction of which the numerator is the Qualifying Deposit of the Eligible Account Holder and the denominator is the aggregate Qualifying Deposits of all Eligible Account Holders, subject to the overall purchase limitations. See “ – Limitations on Common Stock Purchases.” If there are not sufficient shares available to satisfy all subscriptions, shares will first be allocated so as to permit each Eligible Account Holder to purchase a number of shares sufficient to make his or her total allocation equal to the lesser of 100 shares or the number of shares for which he or she subscribed. Thereafter, unallocated shares will be allocated to each Eligible Account Holder whose subscription remains unfilled in the proportion that the amount of his or her Qualifying Deposit bears to the total amount of Qualifying Deposits of all subscribing Eligible Account Holders whose subscriptions remain unfilled. If an amount so allocated exceeds the amount subscribed for by any one or more Eligible Account Holders, the excess shall be reallocated (one or more times as necessary) among those Eligible Account Holders whose subscriptions are not fully satisfied until all available shares have been allocated.

To ensure proper allocation of shares of our common stock, each Eligible Account Holder must list on his or her stock order form all deposit accounts in which he or she had an ownership interest on December 31, 2022. In the event of oversubscription, failure to list an account, or including incomplete or incorrect information, could result in fewer shares being allocated than if all information had been disclosed. In the event of an oversubscription, the subscription rights of Eligible Account Holders who are also our directors or officers specified in our plan of conversion or their associates will be subordinated to the subscription rights of other Eligible Account Holders to the extent of such portion of their subscription rights attributable to their increased deposits during the year preceding December 31, 2022.

Priority 2: Tax-Qualified Plans. Our tax-qualified employee benefit plans, specifically our employee stock ownership plan which we are establishing in connection with the conversion, will receive, without payment therefor, non-transferable subscription rights to purchase in the aggregate up to 10% of the shares of common stock sold in the stock offering. Our employee stock ownership plan intends to purchase up to 8% of the total number of shares of common stock sold in the stock offering. Alternatively, subject to market conditions and receipt of regulatory approval, the employee stock ownership plan may instead elect to purchase shares of common stock in the open market following the completion of the stock offering in order to fill all or a portion of the employee stock ownership plan’s intended subscription.

Priority 3: Supplemental Eligible Account Holders. To the extent that there are sufficient shares of common stock remaining after satisfaction of subscriptions by Eligible Account Holders and our tax-qualified employee benefit plans, each depositor with a Qualifying Deposit on March 31, 2024 who is not an Eligible Account Holder, referred to as “Supplemental Eligible Account Holder” throughout this prospectus, will receive, without payment therefor, non-transferable subscription rights to purchase up to the greater of 70,000 shares ($700,000) of common stock, 0.10% of the total number of shares of common stock issued in the stock offering, or 15 times the number of shares offered multiplied by a fraction of which the numerator is the Qualifying Deposit of the Supplemental Eligible Account Holder and the denominator is the aggregate Qualifying Deposits of all Supplemental Eligible Account Holders, subject to the overall purchase limitations. See “ – Limitations on Common Stock Purchases.” If there are not sufficient shares available to satisfy all subscriptions, shares will be allocated so as to permit each Supplemental Eligible Account Holder to purchase a number of shares sufficient to make his or her total allocation equal to the lesser of 100 shares of common stock or the number of shares for which he or she subscribed. Thereafter, unallocated shares will be allocated to each Supplemental Eligible Account Holder whose subscription remains unfilled in the proportion that the amount of his or her Qualifying Deposit bears to the total amount of Qualifying Deposits of all Supplemental Eligible Account Holders whose subscriptions remain unfilled. If an amount so allocated exceeds the amount subscribed for by any one or more Supplemental Eligible Account Holders, the excess shall be reallocated (one or more times as necessary) among those Supplemental Eligible Account Holders whose subscriptions are not fully satisfied until all available shares have been allocated.

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To ensure proper allocation of common stock, each Supplemental Eligible Account Holder must list on the stock order form all deposit accounts in which he or she had an ownership interest at March 31, 2024. In the event of oversubscription, failure to list an account, or including incomplete or incorrect information, could result in fewer shares being allocated than if all information had been disclosed.

Priority 4: Other Members. To the extent that there are shares of common stock remaining after satisfaction of subscriptions by Eligible Account Holders, our tax-qualified employee benefit plans, and Supplemental Eligible Account Holders, each depositor as of the close of business on the voting record date of _____, 2024, who is not an Eligible Account Holder or Supplemental Eligible Account Holder, referred to as Other Members throughout this prospectus, will receive, without payment therefor, non-transferable subscription rights to purchase up to the greater of 70,000 shares ($700,000) of common stock or 0.10% of the total number of shares of common stock issued in the stock offering, subject to the overall purchase limitations. See “ – Limitations on Common Stock Purchases.” If there are not sufficient shares available to satisfy all subscriptions, available shares will be allocated so as to permit each Other Member to purchase a number of shares sufficient to make his or her total allocation equal to the lesser of 100 shares of common stock or the number of shares for which he or she subscribed. Thereafter, unallocated shares will be allocated to each Other Member whose subscription remains unfilled in the proportion that the amount of his or her subscription bears to the total amount of subscriptions of all Other Members whose subscriptions remain unfilled.

To ensure proper allocation of common stock, each Other Member must list on the stock order form all deposit accounts in which he or she had an ownership interest at __________, 2024. In the event of oversubscription, failure to list an account, or including incomplete or incorrect information, could result in fewer shares being allocated than if all accounts had been disclosed.

Expiration Date. The Subscription Offering will expire at 5:00 p.m., Central time, on [expiration date], unless extended by us for up to 45 days or such additional periods of up to 90 days with the approval of the LOFI and the FDIC, if necessary. Subscription rights will expire whether or not each person eligible to subscribe in the subscription offering can be located. We may decide to extend the expiration date of the subscription offering for any reason, whether or not subscriptions have been received for shares at the minimum, midpoint or maximum of the offering range. Subscription rights that have not been exercised before the expiration date will become void.

We will not execute orders in the stock offering until we have received orders to purchase at least the minimum number of shares of common stock. If we have not received orders to purchase at least 12,750,000 shares within 45 days after the [expiration date] expiration date, and the LOFI and the FDIC has not consented to an extension, the stock offering will be terminated and all funds delivered to purchase shares of common stock in the stock offering will be returned promptly to the subscribers with interest at a rate of 0.05% per annum, and all deposit account withdrawal authorizations will be cancelled. If an extension beyond __________, 2024 is granted by the LOFI, and the FDIC we will resolicit subscribers as described under “ – Procedure for Purchasing Shares in the Subscription Offering and any Community Offering – Expiration Date.”

Community Offering

To the extent that shares of common stock remain available for purchase after satisfaction of all subscriptions of the Eligible Account Holders, our tax-qualified employee benefit plans, Supplemental Eligible Account Holders and Other Members, we may offer shares pursuant to the plan of conversion to the public in a community offering, with a preference given to natural persons (and trusts of natural persons) residing in Ascension, Caddo, East Baton Rouge, Jefferson, Lafayette, Orleans, St. Tammany and Tangipahoa Parishes in Louisiana.

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Purchasers in any community offering may purchase up to 70,000 shares ($700,000) of common stock, subject to the overall purchase limitations. See “ – Limitations on Common Stock Purchases.” The opportunity to purchase shares of common stock in any community offering category is subject to our right, in our sole discretion, to accept or reject any such orders in whole or in part either at the time of receipt of an order or as soon as practicable following the expiration date of the stock offering.

If we do not have sufficient shares of common stock available to fill the orders of natural persons (and trusts of natural persons) residing in Ascension, Caddo, East Baton Rouge, Jefferson, Lafayette, Orleans, St. Tammany and Tangipahoa Parishes in Louisiana, we will allocate the available shares among those persons in a manner that permits each of them, to the extent possible, to purchase the lesser of 100 shares, or the number of shares subscribed for by such person. Thereafter, unallocated shares will be allocated among such persons whose orders remain unsatisfied on an equal number of shares basis per order. If, instead, we do not have sufficient shares of common stock available to fill the orders of other members of the public, we will allocate the available shares among those persons in the manner described above for persons residing in Ascension, Caddo, East Baton Rouge, Jefferson, Lafayette, Orleans, St. Tammany and Tangipahoa Parishes in Louisiana. In connection with the allocation process, orders received for shares of common stock in the community offering will first be filled up to a maximum of 2% of the shares sold in the stock offering, and thereafter any remaining shares will be allocated on an equal number of shares basis per order until all shares have been allocated.

The term “residing” or “resident” as used in this prospectus means any person who occupies a dwelling within Ascension, Caddo, East Baton Rouge, Jefferson, Lafayette, Orleans, St. Tammany and Tangipahoa Parishes in Louisiana, has a present intent to remain there for a period of time and manifests the genuineness of that intent by establishing an ongoing physical presence there, together with an indication that this presence within Ascension, Caddo, East Baton Rouge, Jefferson, Lafayette, Orleans, St. Tammany and Tangipahoa Parishes in Louisiana is something other than merely transitory in nature. We may use our deposit or loan records or other evidence provided to us to decide whether a person is a resident of Ascension, Caddo, East Baton Rouge, Lafayette, Jefferson, Orleans, St. Tammany and Tangipahoa Parishes in Louisiana. In all cases, however, the determination shall be in our sole discretion.

Expiration Date. The community offering, if any, may begin at the same time as, during or after the subscription offering. We will not execute stock orders until we have received orders to purchase at least the minimum number of shares of common stock. The community offering, if any, is expected to conclude at 5:00 p.m., Central time, on [expiration date], but must terminate no more than 45 days following the expiration of the subscription offering, unless extended with regulatory approval. We may decide to extend the community offering, if any, for any reason and are not required to give purchasers notice of any such extension unless such period extends beyond __________, 2024. If an extension beyond __________, 2024 is granted by the required regulatory agencies, we will resolicit persons whose orders we accept in the community offering, giving them an opportunity to confirm, change or cancel their orders. If a person does not respond, we will cancel his or her stock order and return funds, with interest, and cancel any authorization to withdraw funds from deposit accounts for the purchase of shares of common stock. These extensions may not go beyond June _____, 2026, which is two years after the date of the special meeting of members.

Syndicated Community Offering

Our Board of Directors may decide to offer for sale shares of common stock not subscribed for in the subscription and community offerings in a syndicated community offering in a manner that will achieve a widespread distribution of our shares of common stock to the general public. If a syndicated community offering is held, Performance Trust will serve as sole book running manager and will assist us in selling our common stock on a best efforts basis. In such capacity, Performance Trust may form a syndicate of other broker-dealers who are Financial Industry Regulatory Authority, referred to as “FINRA” throughout this prospectus, member firms. Neither Performance Trust nor any registered broker-dealer will have any obligation to take or purchase any shares of the common stock in any syndicated community offering.

In any syndicated community offering, any person may purchase up to 70,000 shares ($700,000) of common stock, subject to the overall purchase limitations. See “ – Limitations on Common Stock Purchases.” We retain the right to accept or reject in whole or in part any orders in the syndicated community offering. Unless the LOFI and the FDIC permits otherwise, accepted orders for our common stock in the syndicated community offering will first be filled up to a maximum of 2% of the shares sold in the stock offering. Thereafter any remaining shares will be allocated on an equal number of shares per order basis until all shares have been allocated. Unless the syndicated community offering begins during the subscription offering or the community offering, the syndicated community offering will begin as soon as possible after the expiration of the subscription and community offerings. The syndicated community offering must terminate no more than 45 days following the expiration of the subscription offering.

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The syndicated community offering will be conducted according to certain Securities and Exchange Commission rules applicable to best efforts “min/max” offerings. Orders in the syndicated community offering will be submitted in substantially the same manner as utilized in the subscription and community offerings. Payments in the syndicated offering, however, must be made in immediately available funds (bank checks, money orders, Fidelity Bank deposit account withdrawal authorizations or wire transfers). Personal checks will not be accepted. If the closing of the stock offering does not occur, either as a result of not confirming receipt of at least $127,500,000 in gross proceeds (the minimum of the offering range) or the inability to satisfy other closing conditions to the stock offering, the funds will be promptly returned with interest at a rate of 0.05% per annum.

The closing of the syndicated community offering, which will be simultaneous with the closing of the subscription and community offerings, is subject to conditions set forth in an agency agreement among Fidelity Bank and FB Bancorp, on one hand, and Performance Trust, on the other hand.

Expiration Date. The syndicated community offering may begin concurrently with, during or after the subscription offering, and may terminate at the same time as the subscription offering, but must terminate no more than 45 days following the expiration of the subscription offering, unless extended with regulatory approval. If held, the syndicated community offering is expected to conclude at 5:00 p.m., Central time, on [expiration date], but must terminate no more than 45 days following the expiration of the subscription offering, unless extended with regulatory approval. We may decide to extend the syndicated community offering for any reason and are not required to give purchasers notice of any such extension unless such period extends beyond _________, 2024. If an extension beyond __________, 2024 is granted by the required regulatory agencies, we will resolicit persons whose orders we accept in the syndicated community offering, giving them an opportunity to confirm, change or cancel their orders. If a person does not respond, we will cancel his or her stock order and return funds, with interest, and cancel any authorization to withdraw funds from deposit accounts for the purchase of shares of common stock. These extensions may not go beyond June ____, 2024, which is two years after the date of the special meeting of members.

If for any reason we cannot conduct a syndicated community offering of shares of common stock, or if we are unable to find purchasers from the general public to reach the minimum of the offering range, we will try to make other arrangements for the sale of unsubscribed shares, including an underwritten public offering, if possible. The LOFI, the FDIC and FINRA must approve any such arrangements.

Limitations on Common Stock Purchases

The plan of conversion includes the following limitations on the number of shares of common stock that may be purchased in the stock offering:

• Generally, no individual, or individuals acting through a single qualifying account held jointly, may purchase more than 70,000 shares ($700,000) of common stock, and no person or entity, together with associates or persons acting in concert with such person or entity, may purchase more than 120,000 shares ($1.2 million) of common stock in all categories of the stock offering combined, except that our tax-qualified employee benefit plans may purchase in the aggregate up to 10% of the shares of common stock sold in the stock offering (including shares issued in the event of an increase in the offering range of up to 15%);

• The maximum number of shares of common stock that may be purchased in all categories of the stock offering by our officers specified in our plan of conversion and directors and their associates, in the aggregate, may not exceed 25% of the shares sold in the stock offering; and

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• The minimum purchase by each person purchasing shares in the stock offering is 25 shares, to the extent those shares are available.

Depending upon market or financial conditions, with the receipt of any required regulatory approvals of the LOFI and the FDIC, we may increase the individual or aggregate purchase limitations to an amount generally not to exceed 5.0% of the common stock sold in the stock offering. If a purchase limitation is increased, subscribers in the subscription offering who ordered the maximum amount of common stock and who indicated a desire on their stock order form to be resolicited, will be, and, in our sole discretion some other large subscribers may be, provided given the opportunity to increase their subscriptions up to the then-applicable limit. The effect of this type of resolicitation will be to increase the number of shares of common stock owned by subscribers who choose to increase their subscriptions. If a purchase limitation is increased to 5% of the stock sold in the stock offering, such limitation may be further increased to 9.99%, provided that orders for shares of common stock exceeding 5% of the shares of common stock sold in the stock offering do not exceed in the aggregate 10% of the total shares of the common stock sold in the stock offering. Any such requests to purchase additional shares of common stock in the event that a purchase limitation is so increased will be determined by our Board of Directors in its sole discretion.

In the event of an increase in the offering range of up to 15% of the total number of shares of common stock offered in the stock offering, shares will be allocated in the following order of priority according to the plan of conversion:

(1) if there is an oversubscription at the Eligible Account Holder, Supplemental Eligible Account Holder or Other Member levels, to fill unfulfilled subscriptions of these subscribers according to their respective priorities; and

(2) to fill unfulfilled subscriptions in the community offering, with preference given to natural persons (and trusts of natural persons) residing in Ascension, Caddo, East Baton Rouge, Jefferson, Lafayette, Orleans, St. Tammany and Tangipahoa Parishes in Louisiana.

The term “associate” of a person means:

(1) any corporation or organization (other than Fidelity Bank, FB Bancorp or a majority-owned subsidiary of these entities) of which you, or members of your immediate family, is an officer, director or partner, or is directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities;

(2) any trust or other estate in which you have a substantial beneficial interest or as to which the person serves as trustee or in a similar fiduciary capacity; or

(3) any blood or marriage relative of the person, who either resides with the person or who is a director or officer of Fidelity Bank or FB Bancorp.

The term “acting in concert” means:

(1) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement; or

(2) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise.

In general, a person or company that acts in concert with another person or company, referred to as the “other party” throughout this prospectus, shall also be deemed to be acting in concert with any person or company who is also acting in concert with that other party, except that any tax-qualified employee stock benefit plan will not be deemed to be acting in concert with its trustee or a person who serves in a similar capacity solely for the purpose of determining whether common stock held by the trustee and common stock held by the employee stock benefit plan will be aggregated. We have the right to determine, in our sole discretion, whether prospective purchasers are associates or acting in concert. We may presume that certain persons are acting in concert based upon, among other things, joint account relationships or the fact that persons share a common address (whether or not related by blood or marriage), held deposit accounts with Fidelity Bank at any of the subscription eligibility record dates that were registered to the same address, or may have filed joint Schedules 13D or 13G with the Securities and Exchange Commission with respect to other public companies.

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Our directors are not treated as associates of each other solely because of their membership on the Board of Directors. Shares of common stock purchased in the stock offering will be freely transferable except for shares purchased by our officers specified in our plan of conversion and directors and except as described below. Any purchases made by any associate of Fidelity Bank or FB Bancorp for the explicit purpose of meeting the minimum number of shares of common stock required to be sold in order to complete the stock offering shall be made for investment purposes only and not with a view toward redistribution. In addition, under the guidelines of FINRA, members of FINRA and their associates are subject to certain restrictions on transfer of securities purchased according to subscription rights and to certain reporting requirements upon purchase of these securities. For a further discussion of limitations on purchases of shares of our common stock at the time of conversion and thereafter, see “ – Restrictions on Transfer of Subscription Rights and Shares” and “ – Other Restrictions.”

Plan of Distribution; Selling Agent and Underwriter Compensation

Subscription and Community Offerings. To assist in the marketing of our shares of common stock, we have retained Performance Trust, which is a broker-dealer registered with FINRA. In its role as financial advisor, Performance Trust will:

• consult with us as to the marketing implications of the plan of conversion, including the amount of common stock to be offered for sale in the stock offering;

• review the financial impact of the stock offering on FB Bancorp and Fidelity Bank, based upon the independent appraisal;

• review all offering documents, including the prospectus, stock order forms and related offering materials (we are responsible for the preparation and filing of such documents);

• assist us in the design and implementation of a marketing strategy for the stock offering;

• assist us in preparing for and scheduling meetings with potential investors and other broker-dealers, as necessary; and

• provide general advice and assistance as may be reasonably requested by us to promote the successful completion of the stock offering.

For these services, Performance Trust will receive a management fee of $30,000 and will receive a success fee equal to 0.95% of the aggregate purchase price of the shares of common stock sold in the subscription offering and 1.50% of the aggregate purchase price of the shares of common stock sold in the community offering, if any, in each case excluding shares sold to the employee stock ownership plan and to our directors, officers and employees and their immediate family members and to any “accredited institutional investor” as defined in the regulations promulgated under the Securities Act of 1933. Performance Trust will receive a success fee of 5.00% of the aggregate purchase price of shares of common stock solicited by Performance Trust and sold to accredited institutional investors in the community offering. The $30,000 management fee will be credited against the success fee.

Syndicated Community Offering. If any shares of common stock are sold through a group of broker-dealers in a syndicated community offering, we will pay fees of 5.0% of the aggregate dollar amount of shares of common stock sold in the syndicated community offering by Performance Trust and any other broker-dealers included in the syndicated community offering. Any syndicated offering will be on a best efforts basis, and Performance Trust will serve as sole book-running manager in such an offering. All fees payable with respect to a syndicated community offering will be in addition to fees payable with respect to the subscription offering and any community offering.

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Expenses. In its role as financial advisor, Performance Trust also will be reimbursed for its legal fees and expenses up to a maximum of $150,000 and for its other expenses up to $60,000 (which may be increased to up to $75,000 in the event of a resolicitation of subscribers).

Other. Performance Trust has not prepared any report or opinion constituting a recommendation or advice to us or to persons who subscribe for shares of FB Bancorp common stock, nor has it prepared an opinion as to the fairness to us of the purchase price or the terms of the common stock to be sold in the stock offering. Performance Trust expresses no opinion as to the prices at which the shares of common stock to be issued may trade.

Stock Information Center Management

In addition to engaging Performance Trust to assist in the marketing of shares of our common stock, we have engaged Performance Trust to act as our records agent and stock information center manager in connection with the stock offering. In its role as records agent and stock information center manager, Performance Trust will, among other things:

• coordinate the vote solicitation and the special meetings of members;

• design stock order forms;

• organize and supervise the Stock Information Center; and

• provide employee training.

For these services Performance Trust will receive fees totaling $40,000, of which $20,000 has been paid as of the date of this prospectus. These fees can be increased by up to $10,000 if there are unusual or additional items or duplication of service required as a result of a material change in the regulations or the plan of conversion or a material delay or other similar events. Performance Trust will also be reimbursed for its reasonable out-of-pocket expenses not to exceed $30,000.

Indemnity

We will indemnify Performance Trust against liabilities and expenses (including legal fees) incurred in connection with certain claims or litigation arising out of or based upon untrue statements or omissions contained in the offering material for the common stock, including liabilities under the Securities Act of 1933.

Solicitation of Officers by Our Officers and Directors

Some of our directors and executive officers may participate in the solicitation of offers to purchase common stock. These persons will be reimbursed for their reasonable out-of-pocket expenses incurred in connection with the solicitation. Other regular employees of Fidelity Bank may assist in the stock offering, but only in ministerial capacities, and may provide clerical work in effecting a sales transaction. No offers or sales may be made by tellers or at the teller counters. Investment-related questions of prospective purchasers will be directed to executive officers or registered representatives of Performance Trust. Our other employees have been instructed not to solicit offers to purchase shares of common stock or provide advice regarding the purchase of common stock. We will rely on Rule 3a4-1 under the Securities Exchange Act of 1934, as amended, and sales of common stock will be conducted within the requirements of Rule 3a4-1, so as to permit officers, directors and employees to participate in the sale of common stock. None of our officers, directors or employees will be compensated in connection with their participation in the stock offering.

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Prospectus Delivery

To ensure that each purchaser in the subscription offering and any community offering receives a prospectus at least 48 hours before the expiration of the stock offering according to Rule 15c2-8 of the Securities Exchange Act of 1934, we may not mail a prospectus any later than five days before the expiration date or hand deliver a prospectus any later than two days before that date. We are not obligated to deliver a prospectus or stock order form by means other than U.S. Mail. Execution of a stock order form will confirm receipt of delivery of a prospectus according to Rule 15c2-8. Stock order forms will be distributed only if preceded or accompanied by a prospectus.

In any syndicated community offering, a prospectus and stock order form in electronic format may be made available on Internet sites or through other online services maintained by Performance Trust or one or more other members of the syndicate, or by their respective affiliates. In those cases, prospective investors may view offering terms online and, depending upon the syndicate member, prospective investors may be allowed to place orders online. The members of the syndicate may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online distributions will be made on the same basis as other allocations.

Other than the prospectus in electronic format, the information on the Internet sites referenced in the preceding paragraph and any information contained in any other Internet site maintained by any member of the syndicate is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or by Performance Trust or any other member of the syndicate in its capacity as selling agent or syndicate member and should not be relied upon by investors.

Procedure for Purchasing Shares in the Subscription Offering and any Community Offering

Expiration Date. The subscription offering and any community offering will expire at 5:00 p.m., Central time, on [expiration date], unless we extend one or both for up to 45 days, with the approval of the LOFI and the FDIC, if required. This extension may be approved by us, in our sole discretion, without notice to purchasers in the stock offering. Any extension of the subscription offering and/or any community offering beyond ________, 2024 would require the LOFI and the FDIC’s approval. If the stock offering is so extended, all subscribers will be notified and given an opportunity to confirm, change or cancel their orders. If you do not respond to the notice of extension, we will promptly return your funds, with interest at 0.05% per annum, or cancel your deposit account withdrawal authorization. If the offering range is decreased below the minimum of the offering range or is increased above the adjusted maximum of the offering range, all subscribers’ stock orders will be cancelled, their deposit account withdrawal authorizations will be cancelled, and funds submitted to us will be returned promptly, with interest at 0.05% per annum, for funds received in the subscription offering and any community offering. We will then resolicit the subscribers, giving them an opportunity to place a new stock order for a period of time.

We reserve the right in our sole discretion to terminate the stock offering at any time and for any reason, in which case we will cancel any deposit account withdrawal authorizations and promptly return all funds submitted, with interest at 0.05% per annum, from the date of receipt as described above.

Use of Order Forms in the Subscription and Community Offerings. To purchase shares of common stock in the subscription and community offerings, you must properly complete an original stock order form and remit full payment. We are not required to accept orders submitted on photocopied or facsimiled stock order forms. All stock order forms must be received (not postmarked) on or before 5:00 p.m., Central time, on [expiration date]. We are not required to accept stock order forms that are not received by that time, are not signed or are otherwise executed defectively or are received without full payment or without appropriate deposit account withdrawal instructions. We are not required to notify subscribers of incomplete or improperly executed stock order forms. We have the right to waive or permit the correction of incomplete or improperly executed stock order forms. We do not represent, however, that we will do so and we have no affirmative duty to notify any prospective subscriber of any such defects.

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Submitting your Stock Order Form and Payment. Your completed and signed stock order form and payment may be submitted to us by:

(1) overnight delivery to the address indicated on the stock order form for this purpose;

(2) in-person delivery to our Stock Information Center located at Fidelity Bank’s Severn location at 2509 Severn Avenue, Metairie, Louisiana 70002; or

(3) regular mail using the stock order postage paid reply envelope provided.

In-person delivery of stock order forms will be accepted only at the Stock Information Center. Do not deliver your stock order form to any other of Fidelity Bank’s offices. The Stock Information Center is open Monday through Friday between 9:00 a.m. and 5:00 p.m., Central Time, excluding bank holidays. Do not mail stock order forms to Fidelity Bank’s offices.

Once tendered, an order form cannot be modified or revoked without our consent. We reserve the absolute right, in our sole discretion, to reject orders received in the community offering, in whole or in part, at the time of receipt or at any time before completion of the stock offering. If you are ordering shares in the stock offering, you must represent that you are purchasing shares for your own account and that you have no agreement or understanding with any person for the sale or transfer of the shares. We have the right to reject any order submitted in the stock offering by a person who we believe is making false representations or who we otherwise believe, either alone or acting in concert with others, is violating, evading, circumventing, or intends to violate, evade or circumvent the terms and conditions of the plan of conversion. Our interpretation of the terms and conditions of the plan of conversion and of the acceptability of the order forms will be final.

By signing the order form, you will be acknowledging that the common stock is not a deposit or savings account and is not federally insured or otherwise guaranteed by Fidelity Bank, the Federal Deposit Insurance Corporation or the federal government, and that you received a copy of this prospectus. However, signing the order form will not result in you waiving your rights under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Payment for Shares. Payment for all shares of common stock must accompany all completed order forms for the purchase to be valid. Payment for shares in the subscription and community offerings may be made by:

(1) personal check, bank check or money order, made payable to FB Bancorp, Inc. (do not remit cash); or

(2) authorization of withdrawal of available funds from your Fidelity Bank deposit account(s).

Appropriate means for designating withdrawals from deposit account(s) at Fidelity Bank are provided on the stock order form. The funds designated must be available in the account(s) at the time the stock order form is received. A hold will be placed on these funds, making them unavailable to the depositor. Funds authorized for withdrawal will continue to earn interest within the account at the contractual rate until the stock offering is completed, at which time the designated withdrawal will be made. Interest penalties for early withdrawal applicable to certificate of deposit accounts will not apply to withdrawals authorized for the purchase of shares of common stock; however, if a withdrawal results in a certificate of deposit account with a balance less than the applicable minimum balance requirement, the certificate of deposit will be canceled at the time of withdrawal without penalty and the remaining balance will earn interest at the current statement savings rate after the withdrawal. In the case of payments made by personal check, these funds must be available in the account(s). Checks and money orders received in the subscription and community offerings will be immediately cashed and placed in a segregated account at Fidelity Bank and will earn interest at 0.05% per annum from the date payment is processed until the stock offering is completed or terminated.

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You may not remit cash, any type of third-party checks (including those payable to you and endorsed over to FB Bancorp) or a Fidelity Bank line of credit check. You may not designate on your stock order form direct withdrawal from a retirement account at Fidelity Bank. See “—Using Individual Retirement Account Funds.” Additionally, you may not designate on your stock order form a direct withdrawal from Fidelity Bank deposit accounts with check-writing privileges. Instead, a check should be provided. If you request a direct withdrawal, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and will immediately withdraw the amount from your checking account(s). If permitted by the LOFI and the FDIC, if we resolicit persons who subscribed for the maximum purchase amount, as described above in “—Limitations on Common Stock Purchases,” such purchasers who wish to increase their purchases will not be able to use personal checks to pay for the additional shares, but instead must pay for the additional shares using immediately available funds. Wire transfers will not otherwise be accepted, except as described below.

Once we receive your executed stock order form, it may not be modified, amended or rescinded without our consent, unless the stock offering is not completed by [•] ____, 2024. If the subscription offering and any community offering are extended past [•] ____, 2024, all subscribers will be notified and given an opportunity to confirm, change or cancel their orders. If you do not respond to the notice of extension, we will promptly return your funds, with interest at 0.05% per annum, or cancel your deposit account withdrawal authorization. We may resolicit purchasers for a specified period of time.

Regulations prohibit Fidelity Bank from lending funds or extending credit to any persons to purchase shares of common stock in the stock offering.

We have the right, in our sole discretion, to permit institutional investors to submit irrevocable orders together with the legally binding commitment for payment and to thereafter pay for the shares of common stock for which they subscribe in the community offering at any time before 48 hours before the completion of the conversion. This payment may be made by wire transfer.

If our employee stock ownership plan purchases shares in the stock offering, it will not be required to pay for such shares until completion of the stock offering, provided that at the expiration of the subscription offering there is a loan commitment from an unrelated financial institution or FB Bancorp to lend to the employee stock ownership plan the necessary amount to fund the purchase.

Using Individual Retirement Account Funds. If you are interested in using funds in your IRA at Fidelity Bank or other retirement account to purchase shares of common stock in the stock offering, you must do so through an account offered by a custodian that can hold common stock. By regulation, Fidelity Bank’s IRAs are not capable of holding common stock. Therefore, if you wish to use funds that are currently in an IRA held at Fidelity Bank, you may not designate on the order form that you wish funds to be withdrawn from the account for the purchase of common stock. The funds you wish to use for the purchase of common stock will instead have to be transferred to an independent trustee or custodian, such as a brokerage firm, which offers the type of retirement accounts that can hold common stock. The purchase must be made through that account. If you do not have such an account, you will need to establish one before placing a stock order. A one-time and/or annual administrative fee may be payable to the independent trustee or custodian. There will be no early withdrawal or Internal Revenue Service interest penalties for these transfers. Individuals interested in using funds in an individual retirement account or any other retirement account, whether held at Fidelity Bank or elsewhere, to purchase shares of common stock should contact our Stock Information Center for guidance as soon as possible, but in no event less than two weeks before the [expiration date] offering deadline. You may select the independent trustee or custodian of your choice. However, processing these transactions takes additional time, and whether such funds can be used may depend on limitations imposed by the institutions where such funds are currently held or the independent trustee or custodian you select. We cannot guarantee that you will be able to use such funds.

Delivery of Shares of Common Stock. All shares of common stock sold will be issued in book entry form. Stock certificates will not be issued. A book entry statement reflecting ownership of shares of common stock issued in the subscription offering and any community offering will be mailed by our transfer agent to the persons entitled thereto at the registration address noted by them on their stock order forms as soon as practicable following consummation of the conversion and stock offering. We expect trading in the stock to begin on the first business day following the completion of the conversion and stock offering. You may not be able to sell the shares of common stock that you purchased until a statement reflecting your ownership of shares of common stock is available and delivered to you, even though the shares of common stock will have begun trading. Your ability to sell the shares of common stock before receiving your statement will depend on arrangements you may make with a brokerage firm.

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Other Restrictions. Notwithstanding any other provision of the plan of conversion, no person is entitled to purchase any shares of common stock to the extent the purchase would be illegal under any federal or state law or regulation, including state “blue sky” regulations, or would violate regulations or policies of the FINRA, particularly those regarding free riding and withholding. We may ask for an acceptable legal opinion from any purchaser as to the legality of his or her purchase and we may refuse to honor any purchase order if an opinion is not timely furnished. In addition, we are not required to offer shares of common stock to any person who resides in a foreign country, or in a state of the United States with respect to which any of the following apply:

(i) a small number of persons otherwise eligible to subscribe for shares under the plan of conversion reside in such state;

(ii) the offer or sale of shares of common stock to such persons would require us or our employees to register, under the securities laws of such state, as a broker or dealer or to register or otherwise qualify our securities for sale in such state; or

(iii) such registration or qualification would be impracticable for reasons of cost or otherwise.

Restrictions on Transfer of Subscription Rights and Shares

Applicable banking regulations prohibit any person with subscription rights, including the Eligible Account Holders, Supplemental Eligible Account Holders, and Other Members, from transferring or entering into any agreement or understanding to transfer the legal or beneficial ownership of the subscription rights issued under the plan of conversion or the shares of common stock to be issued upon their exercise. These rights may be exercised only by the person to whom they are granted and only for his or her account. When registering your stock purchase on the stock order form, you cannot add the name(s) of others for joint stock registration unless they are also named on the qualifying deposit account. Taking this action may jeopardize your subscription rights. Each person exercising subscription rights will be required to certify that he or she is purchasing shares solely for his or her own account and that he or she has no agreement or understanding regarding the sale or transfer of such shares. The regulations also prohibit any person from offering or making an announcement of an offer or intent to make an offer to purchase subscription rights or shares of common stock to be issued upon their exercise before completion of the stock offering.

We will pursue any and all legal and equitable remedies if we become aware of the transfer of subscription rights, and we will not honor orders that we believe involve the transfer of subscription rights.

Stock Information Center

Our banking office personnel may not, by law, assist with investment-related questions about the stock offering. If you have questions regarding the conversion or stock offering, call our Stock Information Center at [SIC phone number]. The Stock Information Center is accepting telephone calls Monday through Friday, between 9:00 a.m. and 5:00 p.m., Central time, excluding bank holidays.

Liquidation Rights

In the unlikely event of a complete liquidation of Fidelity Bank before the completion of the conversion and stock offering, all claims of creditors of Fidelity Bank, including those of its depositors (to the extent of their deposit balances), would be paid first. Then, if there were any assets of Fidelity Bank remaining, depositors of Fidelity Bank would receive those remaining assets, pro rata, based upon the deposit balances in their deposit accounts in Fidelity Bank immediately before liquidation. In the unlikely event that Fidelity Bank were to liquidate after the conversion and stock offering, all claims of creditors, including those of depositors, would be paid first, followed by distribution of the “liquidation account” to certain depositors, with any assets remaining thereafter distributed to FB Bancorp in its capacity as the sole holder of Fidelity Bank capital stock. According to LOFI and FDIC rules and regulations, a post-conversion merger, consolidation, sale of bulk assets or similar combination or transaction with another insured depository institution would not be considered a liquidation and, in these types of transactions, the liquidation account would be assumed by the surviving institution.

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The plan of conversion provides for the establishment, upon the completion of the conversion and stock offering, of a “liquidation account” for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders in an amount equal to the total equity of Fidelity Bank as of the date of its latest balance sheet contained in this prospectus.

The purpose of the liquidation account is to provide Eligible Account Holders and Supplemental Eligible Account Holders who maintain their deposit accounts with Fidelity Bank after the conversion and stock offering with a liquidation interest in the unlikely event of the complete liquidation of Fidelity Bank after the conversion and stock offering. Each Eligible Account Holder and Supplemental Eligible Account Holder that continues to maintain his or her deposit account at Fidelity Bank, would be entitled, on a complete liquidation of Fidelity Bank after the conversion and stock offering, to an interest in the liquidation account before any payment to the stockholders of FB Bancorp. Each Eligible Account Holder would have an initial interest in the liquidation account for each deposit account, including savings accounts, transaction accounts such as NOW accounts, money market deposit accounts, and certificates of deposit, with an aggregate balance of $50 or more of all such accounts held in Fidelity Bank as of the close of business on December 31, 2022. Each Eligible Account Holder would have a pro rata interest in the total liquidation account for each such deposit account, based on the proportion that the balance of each such deposit account as of the close of business on December 31, 2022 bears to the balance of all such deposit accounts in Fidelity Bank on such date. Each Supplemental Eligible Account Holder would have an initial interest in the liquidation account for each deposit account, including savings accounts, transaction accounts such as NOW accounts, money market deposit accounts, and certificates of deposit, with an aggregate balance of $50 or more of all such accounts held in Fidelity Bank as of the close of business on March 31, 2024. Each Supplemental Eligible Account Holder would have a pro rata interest in the total liquidation account for each such deposit account, based on the proportion that the balance of each such deposit account as of the close of business on March 31, 2024 bears to the balance of all such deposit accounts in Fidelity Bank on such date.

If, however, on any December 31 annual closing date commencing on or after the effective date of the conversion and stock offering, the amount in any such deposit account is less than the amount in the deposit account as of the close of business on December 31, 2022 or March 31, 2024, respectively, or any other annual closing date, then the interest in the liquidation account relating to such deposit account would be reduced from time to time by the proportion of any such reduction, and such interest will cease to exist if such deposit account is closed. In addition, no interest in the liquidation account would ever be increased despite any subsequent increase in the related deposit account. Payment pursuant to liquidation rights of Eligible Account Holders and Supplemental Eligible Account Holders would be separate and apart from the payment of any insured deposit accounts to such depositor. Any assets remaining after the above liquidation rights of Eligible Account Holders and Supplemental Eligible Account Holders are satisfied would be distributed to FB Bancorp in its capacity as the sole stockholder of Fidelity Bank.

Material Income Tax Consequences

Consummation of the conversion is subject to the prior receipt of an opinion of counsel or tax advisor with respect to federal and state income taxation that the conversion will not be a taxable transaction to Fidelity Bank, FB Bancorp, Eligible Account Holders, Supplemental Eligible Account Holders and Other Members. Unlike private letter rulings, opinions of counsel or tax advisors are not binding on the Internal Revenue Service or any state taxing authority, and such authorities may disagree with such opinions. In the event of such disagreement, there can be no assurance that Fidelity Bank or FB Bancorp would prevail in a judicial proceeding.

Fidelity Bank and FB Bancorp have received an opinion from its counsel, Luse Gorman, PC, regarding all of the material federal income tax consequences of the conversion and stock offering, which includes the following:

1. The conversion of Fidelity Bank to a Louisiana-chartered stock savings bank will qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code.

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2. Fidelity Bank will not recognize any gain or loss upon the receipt of money from FB Bancorp in exchange for shares of common stock of Fidelity Bank.

3. The basis and holding period of the assets received by Fidelity Bank, in stock form, from Fidelity Bank, in mutual form, will be the same as the basis and holding period in such assets immediately before the conversion.

4. No gain or loss will be recognized by account holders of Fidelity Bank, including Eligible Account Holders, Supplemental Eligible Account Holders and Other Members, upon the issuance to them of withdrawable deposit accounts in Fidelity Bank, in stock form, in the same dollar amount and under the same terms as held at Fidelity Bank, in mutual form. In addition, Eligible Account Holders and Supplemental Eligible Account Holders will not recognize gain or loss upon receipt of an interest in a liquidation account in Fidelity Bank, in stock form, in exchange for their ownership interests in Fidelity Bank, in mutual form.

5. The basis of the account holders’ deposit accounts in Fidelity Bank, in stock form, will be the same as the basis of their deposit accounts in Fidelity Bank, in mutual form. The basis of the Eligible Account Holders and the Supplemental Eligible Account Holders interests in the liquidation account will be zero, which is the cost of such interest to such persons.

6. It is more likely than not that the fair market value of the non-transferable subscription rights will be zero, based on the fact that these rights are acquired by the recipients without cost, are non-transferable and of short duration, and afford the recipients the right only to purchase the common stock at a price equal to its estimated fair market value, which will be the same price as the subscription price for the shares of common stock in the stock offering. Accordingly, no gain or loss will be recognized by Eligible Account Holders, Supplemental Eligible Account Holders or Other Members upon distribution to them of non-transferable subscription rights to purchase shares of FB Bancorp common stock.

7. It is more likely than not that the basis of the shares of FB Bancorp common stock purchased in the stock offering will be the purchase price. The holding period of the FB Bancorp common stock purchased pursuant to the exercise of non-transferable subscription rights will commence on the date on which the right to acquire such stock was exercised.

8. No gain or loss will be recognized by FB Bancorp on the receipt of money in exchange for shares of FB Bancorp common stock sold in the stock offering.

In the view of FinPro (which is acting as independent appraiser of the value of the shares of FB Bancorp common stock), the subscription rights do not have any value for the reasons set forth above. FinPro’s view is not binding on the Internal Revenue Service. If the subscription rights granted to Eligible Account Holders, Supplemental Eligible Account Holders and Other Members are deemed to have an ascertainable value, receipt of these rights could result in taxable gain to those Eligible Account Holders, Supplemental Eligible Account Holders and Other Members who exercise the subscription rights in an amount equal to their value, and FB Bancorp could recognize gain on a distribution. Eligible Account Holders, Supplemental Eligible Account Holders and Other Members are encouraged to consult with their own tax advisors as to the tax consequences in the event that subscription rights are deemed to have an ascertainable value.

The opinion as to the basis in the liquidation account set forth in item 4 above is based on the position that: (i) no holder of an interest in a liquidation account has ever received any payment attributable to a liquidation of a solvent bank (other than as set forth below); (ii) the interests in the liquidation account are not transferable; (iii) the amounts due under the liquidation account with respect to each Eligible Account Holder and Supplemental Eligible Account Holder will be reduced as their deposits in Fidelity Bank are reduced; and (iv) holders of an interest in a liquidation account have received payments of their interests in very few instances (out of hundreds of transactions involving mergers, acquisitions and the purchase of assets and assumption of liabilities of holding companies and subsidiary banks) and these instances involved the purchase and assumption of a bank’s assets and liabilities by a

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credit union. In addition, we have received a letter from FinPro stating its belief that the benefit provided by the Fidelity Bank liquidation account does not have any economic value as of the effective time of the conversion and stock offering. Based on the foregoing, Luse Gorman, PC believes it is more likely than not that such rights in the Fidelity Bank liquidation account have no value. If such rights are subsequently found to have an economic value as of the effective time of the conversion and stock offering, income may be recognized by each Eligible Account Holder or Supplemental Eligible Account Holder in the amount of such fair market value as of the effective date of the conversion and stock offering.

The Internal Revenue Service will not issue private letter rulings with respect to the issue of whether non-transferable rights have value. Unlike private letter rulings, an opinion of counsel or the view of an independent appraiser is not binding on the Internal Revenue Service and the Internal Revenue Service could disagree with the conclusions reached therein. Depending on the conclusion or conclusions with which the Internal Revenue Service disagrees, the Internal Revenue Service may take the position that the transaction is taxable to any one or more of Fidelity Bank, its members, FB Bancorp, Eligible Account Holders, Supplemental Eligible Account Holders and Other Members who exercise their subscription rights. In the event of a disagreement, there can be no assurance that FB Bancorp or Fidelity Bank would prevail in a judicial or administrative proceeding.

The federal income tax opinion has been filed with the Securities and Exchange Commission as an exhibit to FB Bancorp’s registration statement. An opinion regarding the Louisiana income tax consequences consistent with the federal income tax opinion has been issued by Jones Walker LLP.

Restrictions on Purchase or Transfer of Our Shares after the Conversion and Stock Offering

The shares of common stock being acquired by the directors, executive officers of Fidelity Bank, and their associates, are being acquired for investment purposes, and not with a view towards resale. All shares of common stock purchased in the stock offering by a director or an executive officer of FB Bancorp or Fidelity Bank generally may not be sold for a period of one year following the closing of the conversion and stock offering, except in the event of the death of the director or executive officer. Each statement of ownership or certificate for restricted shares will bear a legend giving notice of this restriction on transfer, and instructions will be issued to the effect that any transfer within this time period of any certificate or ownership of the shares other than as provided above is a violation of the restriction. Any shares of common stock issued at a later date as a stock dividend, stock split or otherwise with respect to the restricted stock will be similarly restricted. The directors and executive officers of FB Bancorp also will be restricted by the insider trading rules under the Securities Exchange Act of 1934, as amended.

Purchases of shares of our common stock by any of our directors, executive officers and their associates, during the three-year period following the closing of the conversion and stock offering, may be made only through a broker or dealer registered with the Securities and Exchange Commission, except with the prior written approval of the LOFI and the FDIC. This restriction does not apply, however, to negotiated transactions involving more than 1% of our outstanding common stock, to purchases of our common stock to fund stock options by one or more stock-based benefit plans or to any of our tax-qualified employee stock benefit plans or nontax-qualified employee stock benefit plans, including any stock-based benefit plans.

Applicable conversion regulations prohibit FB Bancorp from repurchasing its shares of common stock during the first year following the conversion unless compelling business reasons exist for such repurchases, or to fund management recognition plans that have been approved by stockholders (with any applicable regulatory approval) or tax-qualified employee stock benefit plans.

RESTRICTIONS ON ACQUISITION OF FB BANCORP

Although the Board of Directors of FB Bancorp is not aware of any effort that might be made to obtain control of FB Bancorp after the conversion and stock offering, the Board of Directors believes that it is appropriate to include certain provisions in FB Bancorp’s articles of incorporation and bylaws to protect the interests of FB Bancorp and its stockholders from takeovers which our Board of Directors might conclude are not in the best interests of Fidelity Bank, FB Bancorp or its stockholders.

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The following discussion is a general summary of the material provisions of FB Bancorp’s articles of incorporation and bylaws, Fidelity Bank’s Louisiana stock savings bank articles of incorporation and bylaws, Maryland corporation law and certain other regulatory provisions that may be deemed to have an “anti-takeover” effect. The following description of certain of these provisions is necessarily general and, with respect to provisions contained in FB Bancorp’s articles of incorporation and bylaws and Fidelity Bank’s stock articles of incorporation and bylaws, reference should be made in each case to the document in question, each of which is part of Fidelity Bank’s application for conversion filed with the LOFI and the FDIC, and except for Fidelity Bank’s stock articles of incorporation and bylaws, FB Bancorp’s registration statement filed with the Securities and Exchange Commission. See “Where You Can Find Additional Information.”

FB Bancorp’s Articles of Incorporation and Bylaws

FB Bancorp’s articles of incorporation and bylaws contain a number of provisions relating to corporate governance and rights of stockholders that might discourage future takeover attempts. As a result, stockholders who might desire to participate in such transactions may not have an opportunity to do so. In addition, these provisions will also render the removal of the Board of Directors or management of FB Bancorp more difficult.

Directors. The Board of Directors will be divided into three classes. The members of each class will be elected for a term of three years and only one class of directors will be elected annually. Thus, it would take at least two annual elections to replace a majority of our directors. The bylaws establish qualifications for board members, including:

• a prohibition on service as a director by a person (i) against whom a financial or securities regulatory agency has, within the past ten years, issued a cease and desist, consent or other formal order, other than a civil money penalty, which order is subject to public disclosure by such agency, (ii) who has been convicted of a crime involving dishonesty or breach of trust that is punishable by imprisonment for a term exceeding one year under state or federal law, or (iii) who is currently charged in an information, indictment or other complaint with the commission of or participation in such a crime;

• a prohibition on service as a director by a person who is a director, officer, employee, or a 10% shareholder of a bank, savings institution, credit union, mortgage banking company, consumer loan company or similar organization, other than a subsidiary of FB Bancorp, that engages in financial services-related business activities or solicits customers, whether through a physical presence or electronically, in the same market areas as FB Bancorp or any of its subsidiaries;

• a prohibition on service as a director by a person who does not agree in writing to comply with all of FB Bancorp’s policies applicable to directors (for example, its confidentiality policy) and confirm in writing his or her qualifications;

• a prohibition on service as a director by a person who is party to any agreement, understanding or arrangement with a party other than FB Bancorp or a subsidiary that (i) provides such person with material benefits that are tied to or contingent upon FB Bancorp entering into a merger, sale of control or similar transaction in which FB Bancorp is not the surviving entity, (ii) materially limits such person’s voting discretion as a member of the Board of Directors of FB Bancorp, (iii) materially impairs such person’s ability to discharge his or her fiduciary duties with respect to the fundamental strategic direction of FB Bancorp, or (iv) has lost more than one election for service as a director of FB Bancorp.

Further, the bylaws impose notice and information requirements in connection with the nomination by stockholders of candidates for election to the Board of Directors or the proposal by stockholders of business to be acted upon at an annual meeting of stockholders. Such notice and information requirements are applicable to all stockholder business proposals and nominations, and are in addition to any requirements under the federal securities laws.

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Evaluation of Offers. The articles of incorporation of FB Bancorp provide that its Board of Directors, when evaluating a transaction that would or may involve a change in control of FB Bancorp (whether by purchases of its securities, merger, consolidation, share exchange, dissolution, liquidation, sale of all or substantially all of its assets, proxy solicitation or otherwise), may, in connection with the exercise of its business judgment in determining what is in the best interests of FB Bancorp and its stockholders and in making any recommendation to the stockholders, give due consideration to all relevant factors, including, but not limited to:

• the economic effect, both immediate and long-term, upon FB Bancorp’s stockholders, including stockholders, if any, who do not participate in the transaction;

• the social and economic effect on the present and future employees, creditors and customers of, and others dealing with, FB Bancorp and its subsidiaries and on the communities in which FB Bancorp and its subsidiaries operate or are located;

• whether the proposal is acceptable based on the historical, current or projected future operating results or financial condition of FB Bancorp;

• whether a more favorable price could be obtained for FB Bancorp’s stock or other securities in the future;

• the reputation and business practices of the other entity to be involved in the transaction and its management and affiliates as they would affect the employees of FB Bancorp and its subsidiaries;

• the future value of the stock or any other securities of FB Bancorp or the other entity to be involved in the proposed transaction;

• any antitrust or other legal and regulatory issues that are raised by the proposal;

• the business and historical, current or expected future financial condition or operating results of the other entity to be involved in the transaction, including, but not limited to, debt service and other existing financial obligations, financial obligations to be incurred in connection with the proposed transaction, and other likely financial obligations of the other entity to be involved in the proposed transaction; and

• the ability of FB Bancorp to fulfill its objectives as a financial institution holding company and on the ability of its subsidiary financial institution(s) to fulfill the objectives of a federally insured financial institution under applicable statutes and regulations.

If the Board of Directors determines that any proposed transaction should be rejected, it may take any lawful action to defeat such transaction.

Restrictions on Calling Special Meetings. The bylaws provide that special meetings of stockholders can be called by only the President, Chief Executive Officer, Chairperson of the Board of Directors, a majority of the total number of directors that FB Bancorp would have if there were no vacancies on the Board of Directors, or the Secretary upon the written request of stockholders entitled to cast at least a majority of all votes entitled to vote at such meeting.

Prohibition of Cumulative Voting. The articles of incorporation prohibit cumulative voting for the election of directors.

Limitation of Voting Rights. The articles of incorporation provide that in no event will any person who beneficially owns more than 10% of the then-outstanding shares of common stock, be entitled or permitted to vote any of the shares of common stock held in excess of the 10% limit. The 10% limit shall not apply if, before the stockholder acquires shares in excess of the 10% limit, the acquisition is approved by a majority of the directors who are not affiliated with the holder and who were members of the Board of Directors prior to the time of the stockholder’s acquisition (or who were chosen to fill any vacancy of an otherwise unaffiliated director by a majority of the unaffiliated directors).

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Restrictions on Removing Directors from Office. The articles of incorporation provide that directors may be removed only for cause, and only by the affirmative vote of the holders of at least two-thirds of the voting power of all of our then-outstanding capital stock entitled to vote generally in the election of directors (after giving effect to the limitation on voting rights discussed above in “ – Limitation of Voting Rights”), voting together as a single class.

Stockholder Nominations and Proposals. The bylaws provide that any shareholder desiring to make a nomination for the election of directors or a proposal for new business at an annual meeting of stockholders must submit written notice to FB Bancorp at least 90 days, but not more than 100 days, prior to the anniversary date of the proxy statement relating to the previous year’s annual meeting. However, if less than 90 days’ prior public disclosure of the date of the meeting is given to stockholders and the date of the annual meeting is advanced by more than 30 days, or delayed by more than 30 days, from the anniversary date of the preceding year’s annual meeting, then stockholders must submit written notice to FB Bancorp no later than 10 days following the day on which public disclosure of the date of the meeting is first made in a press release, in a document filed with the SEC or on a website maintained by FB Bancorp.

Authorized but Unissued Shares. After the conversion, FB Bancorp will have authorized but unissued shares of common and preferred stock. See “Description of Capital Stock.” The articles of incorporation authorize 120,000,000 shares of common stock and 5,000,000 shares of preferred stock. FB Bancorp is authorized to issue preferred stock from time to time in one or more series subject to applicable provisions of law, and the Board of Directors is authorized to fix the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of such shares. In addition, the articles of incorporation provide that a majority of the total number of directors that FB Bancorp would have if there were no vacancies on the Board of Directors may, without action by the stockholders, amend the articles of incorporation to increase or decrease the aggregate number of shares of stock of any class or series that FB Bancorp has the authority to issue. In the event of a proposed merger, tender offer or other attempt to gain control of FB Bancorp that the Board of Directors does not approve, it would be possible for the Board of Directors to authorize the issuance of a series of preferred stock with rights and preferences that would impede the completion of the transaction. An effect of the possible issuance of preferred stock therefore may be to deter a future attempt to gain control of FB Bancorp. The Board of Directors has no present plan or understanding to issue any preferred stock.

Amendments to Articles of Incorporation and Bylaws. Except as provided under “ – Authorized but Unissued Shares,” above, regarding the amendment of the articles of incorporation by the Board of Directors to increase or decrease the number of shares authorized for issuance, or as otherwise allowed by law, any amendment to the articles of incorporation must be approved by our Board of Directors and also by two-thirds of the outstanding shares of our voting stock (or a majority of the outstanding shares of our voting stock if the amendment is approved by two-thirds of our Board of Directors); provided, however, that approval by at least 80% of the outstanding voting stock is generally required to amend the following provisions:

(i) The authority of the Board of Directors to provide for the issuance of preferred stock and the ability of a majority of the holders of common stock to increase or decrease the number of authorized shares of preferred stock, alone or together with holders of preferred stock;

(ii) The limitation on voting rights of persons who directly or indirectly beneficially own more than 10% of the outstanding shares of common stock;

(iii) The validity and effectiveness of any action lawfully authorized by the affirmative vote of the holders of a majority of the total number of outstanding shares of common stock;

(iv) The number of stockholders constituting a quorum or required for stockholder consent;

(v) The authority of the Board of Directors to manage the business and affairs of FB Bancorp;

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(vi) The number of directors constituting the Board of Directors;

(vii) The division of the Board of Directors into three staggered classes of three year terms;

(viii) The prohibition on stockholders cumulating their votes in the election of directors to the Board of Directors;

(ix) The ability of the Board of Directors to fill vacancies on the board;

(x) The provision regarding stockholder proposals and nominations of directors;

(xi) The requirement that at least two-thirds of the voting power of the stockholders must vote to remove directors, and can only remove directors for cause;

(xii) The ability of the Board of Directors to amend and repeal the bylaws and the required stockholder vote to amend or repeal the bylaws;

(xiii) The ability of the Board of Directors to evaluate a variety of factors in evaluating offers to purchase or otherwise acquire FB Bancorp;

(xiv) The indemnification of current and former directors and officers, as well as employees and other agents, by FB Bancorp;

(xv) The limitation of personal liability of officers and directors to FB Bancorp for money damages;

(xvi) The selection of the forum state; and

(xvii) The provision of the articles of incorporation requiring approval of at least 80% of the outstanding voting stock to amend the provisions of the articles of incorporation set forth in (i) through (xvi) of this list and the provisions related to amendment of the articles of incorporation.

The articles of incorporation also provide that the bylaws may be amended by the affirmative vote of a majority of the total number of directors that FB Bancorp would have if there were no vacancies on the Board of Directors or by the stockholders by the affirmative vote of at least 80% of the votes entitled to be cast in the election of directors (after giving effect to the limitation on voting rights discussed above in “ – Limitation of Voting Rights”).

Maryland Corporate Law

Under Maryland law, “business combinations” between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, statutory share exchange or, in circumstances specified in the statute, certain transfers of assets, certain stock issuances and transfers, liquidation plans and reclassifications involving interested stockholders and their affiliates or issuance or reclassification of equity securities. Maryland law defines an interested stockholder as: (i) any person who beneficially owns 10% or more of the voting power of a corporation’s voting stock after the date on which the corporation had 100 or more beneficial owners of its stock; or (ii) an affiliate or associate of the corporation at any time after the date on which the corporation had 100 or more beneficial owners of its stock who, within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then-outstanding voting stock of the corporation. A person is not an interested stockholder under the statute if the Board of Directors approved in advance the transaction by which the person otherwise would have become an interested stockholder. However, in approving a transaction, the Board of Directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the Board of Directors.

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After the five-year prohibition, any business combination between the Maryland corporation and an interested stockholder generally must be recommended by the Board of Directors of the corporation and approved by the affirmative vote of at least: (i) 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and (ii) two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder. These super-majority vote requirements do not apply if the corporation’s common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares.

Conversion Regulations

LOFI and FDIC regulations prohibit any person from making an offer, announcing an intent to make an offer or participating in any other arrangement to purchase stock or acquiring stock or subscription rights in a converting institution or its holding company from another person before completion of its conversion. Further, without the LOFI’s and the FDIC’s prior written approval, no person may make an offer or announcement of an offer to purchase shares or actually acquire shares of a converted institution or its holding company for a period of three years from the date of the completion of the conversion if, upon the completion of such offer, announcement or acquisition, the person would become the beneficial owner of more than 10% of the outstanding stock of the institution or its holding company. The LOFI and the FDIC define “person” to include any individual, group acting in concert, corporation, partnership, association, joint stock company, trust, unincorporated organization or similar company, a syndicate or any other group formed for the purpose of acquiring, holding or disposing of securities of an insured institution. However, offers made exclusively to a savings bank or its holding company, or an underwriter or member of a selling group acting on the converting institution’s or its holding company’s behalf for resale to the general public are excepted. The regulations also provide civil penalties for willful violation or assistance in any such violation of the regulation by any person connected with the management of the converting institution or its holding company or who controls more than 10% of the outstanding shares or voting rights of a converted institution or its holding company.

Bank Holding Company Act

Federal law provides that no company may acquire control of a bank directly or indirectly without the prior approval of the Federal Reserve Board. Any company that acquires control of a bank becomes a “bank holding company” subject to registration, examination and regulation by the Federal Reserve Board. Pursuant to federal regulations, the term “company” is defined to include banks, corporations, partnerships, associations, and certain trusts and other entities. “Control” of a bank is defined as having ownership, control, or power to vote, directly or indirectly, at least 25% of any class of a bank’s voting stock, control in any manner of the election of a majority of the directors of the bank, or the power to exercise a controlling influence over the management or policies of the bank. The Federal Reserve Board has created rebuttable presumptions of control which could render a company in control at ownership levels below 25%. In addition, a bank holding company must obtain Federal Reserve Board approval before acquiring ownership or control of 5% or more of any class of voting stock of a bank or another bank holding company. An acquisition of control of a bank that requires the prior approval of the Federal Reserve Board under the Bank Holding Company Act is generally not subject to the notice requirements of the Change in Bank Control Act.

Accordingly, the prior approval of the Federal Reserve Board under the Bank Holding Company Act would be required: before any bank holding company could acquire 5% or more of the common stock of FB Bancorp; and before any other company could acquire 25% or more of the common stock of FB Bancorp.

Restrictions applicable to the operations of bank holding companies may also deter companies from seeking to obtain control of FB Bancorp. The Federal Reserve Board has created rebuttable presumptions of control which could render a company in control at ownership levels below 25%. See “Regulation and Supervision.”

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DESCRIPTION OF CAPITAL STOCK OF FB BANCORP

General

FB Bancorp is authorized to issue 120,000,000 shares of common stock, par value of $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. FB Bancorp currently expects to issue in the stock offering up to 17,250,000 shares of common stock. It will not issue shares of preferred stock in the stock offering. Each share of FB Bancorp common stock will have the same relative rights as, and will be identical in all respects to, each other share of common stock. Upon payment of the subscription price for the common stock according to the plan of conversion all of the shares of common stock will be duly authorized, fully paid and non-assessable.

The shares of common stock of FB Bancorp will represent non-withdrawable capital, will not be an account of an insurable type, and will not be insured by the FDIC or any other government agency.

Common Stock

Dividends. FB Bancorp can pay dividends on its common stock if, after giving effect to such distribution, (i) it would be able to pay its indebtedness as the indebtedness comes due in the usual course of business and (ii) its total assets exceed the sum of its liabilities and the amount needed, if it were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of any holders of capital stock who have a preference in the event of dissolution. The holders of common stock of FB Bancorp will be entitled to receive and share equally in dividends as may be declared by the Board of Directors out of funds legally available therefor. If FB Bancorp issues shares of preferred stock, the holders of preferred stock may have a priority over the holders of the common stock with respect to dividends.

Voting Rights. Upon consummation of the conversion and stock offering, the holders of common stock of FB Bancorp will have exclusive voting rights in FB Bancorp. They will elect its Board of Directors and act on other matters as are required to be presented to them under Maryland law or as are otherwise presented to them by the Board of Directors. Generally, each holder of common stock will be entitled to one vote per share and will not have any right to cumulate votes in the election of directors. Any person who beneficially owns more than 10% of the then-outstanding shares of FB Bancorp’s common stock, however, will not be entitled or permitted to vote any shares of common stock held in excess of the 10% limit. If FB Bancorp issues shares of preferred stock, holders of the preferred stock may also possess voting rights. Amendments to the articles of incorporation generally require a two-thirds vote, and certain amendments require an 80% stockholder vote.

As a stock savings bank, corporate powers and control of Fidelity Bank will be vested in its Board of Directors, who elect the officers of Fidelity Bank and who fill any vacancies on the Board of Directors. Voting rights of Fidelity Bank will be vested exclusively in the owner of the shares of capital stock of Fidelity Bank, which will be FB Bancorp, and voted at the direction of FB Bancorp’s Board of Directors. Consequently, the holders of the common stock of FB Bancorp will not have direct control of Fidelity Bank.

Liquidation. In the event of any liquidation, dissolution or winding up of Fidelity Bank, FB Bancorp, as the holder of all of Fidelity Bank’s capital stock, would be entitled to receive all assets of Fidelity Bank available for distribution, after payment or provision for payment of all debts and liabilities of Fidelity Bank, including all deposit accounts and accrued interest thereon, and after distribution of the balance in the liquidation account to Eligible Account Holders and Supplemental Eligible Account Holders. In the event of liquidation, dissolution or winding up of FB Bancorp, the holders of its common stock would be entitled to receive, after payment or provision for payment of all its debts and liabilities, all of the assets of FB Bancorp available for distribution. If preferred stock is issued by FB Bancorp, the holders thereof may have a priority over the holders of the common stock in the event of liquidation or dissolution.

Preemptive Rights; Redemption. Holders of the common stock of FB Bancorp will not be entitled to preemptive rights with respect to any shares that may be issued, unless such preemptive rights are approved by the Board of Directors. The common stock is not subject to redemption.

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Preferred Stock

None of the shares of FB Bancorp’s authorized preferred stock will be issued as part of the conversion and stock offering. Preferred stock may be issued with preferences and designations as our Board of Directors may from time to time determine. Our Board of Directors may, without stockholder approval, issue shares of preferred stock with voting, dividend, liquidation and conversion rights that could dilute the voting strength of the holders of the common stock and may assist management in impeding an unfriendly takeover or attempted change in control.

Forum Selection for Certain Stockholder Lawsuits

The articles of incorporation of FB Bancorp provide that, unless FB Bancorp consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of FB Bancorp, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of FB Bancorp to FB Bancorp or FB Bancorp’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Maryland General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine will be conducted in a state or federal court located within the State of Maryland, in all cases subject to the court having personal jurisdiction over the indispensable parties named as defendants. This exclusive forum provision does not apply to claims arising under the federal securities laws. Under the articles of incorporation, any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of FB Bancorp shall be deemed to have notice of and consented to the exclusive forum provision of the articles of incorporation. This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum it finds favorable for disputes with FB Bancorp and its directors, officers, and other employees or may cause a stockholder to incur additional expense by having to bring a claim in a judicial forum that is distant from where the stockholder resides, or both.

TRANSFER AGENT

The transfer agent and registrar for FB Bancorp’s common stock will be _______________.

EXPERTS

The balance sheets of Fidelity Bank as of December 31, 2023 and 2022, and the related statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the years ended, have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated herein. Such financial statements have been incorporated herein in reliance on the report of such firm given their authority as experts in accounting and auditing in this Registration Statement.

FinPro Capital Advisors, Inc. has consented to the publication in this prospectus of the summary of its report to FB Bancorp setting forth its opinion as to the estimated pro forma market value of the shares of common stock upon completion of the conversion and stock offering and of its letter with respect to subscription rights.

LEGAL MATTERS

Luse Gorman, PC, Washington, D.C., counsel to FB Bancorp and Fidelity Bank, has issued to FB Bancorp its opinion regarding the legality of the common stock and has issued to FB Bancorp and Fidelity Bank its opinion regarding the federal income tax consequences of the conversion and stock offering. Jones Walker LLP has issued its opinion to FB Bancorp and Fidelity Bank regarding the Louisiana state income tax consequences of the conversion and stock offering. Certain legal matters will be passed upon for Performance Trust by Silver, Freedman, Taff & Tiernan LLP, Washington, D.C.

116

WHERE YOU CAN FIND ADDITIONAL INFORMATION

FB Bancorp has filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended, with respect to the shares of common stock offered hereby. As permitted by the rules and regulations of the Securities and Exchange Commission, this prospectus does not contain all the information set forth in the registration statement. Such information, including the appraisal report, which is an exhibit to the registration statement, can be examined without charge at the public reference facilities of the Securities and Exchange Commission located at 100 F Street, N.E., Washington, D.C. 20549, and copies of such material can be obtained from the Securities and Exchange Commission at prescribed rates. The Securities and Exchange Commission telephone number is 1-800-SEC-0330. In addition, the Securities and Exchange Commission maintains a web site (www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission, including FB Bancorp. The statements contained in this prospectus as to the contents of any contract or other document filed as an exhibit to the registration statement are, of necessity, brief descriptions of the material terms of, and should be read in conjunction with, such contract or document.

Fidelity Bank has filed with the LOFI an application for conversion. This prospectus omits certain information contained in the application. The application may be examined at the LOFI office located at 8660 United Plaza Boulevard, 2^nd Floor, Baton Rouge, Louisiana 70809 and at the FDIC Dallas regional office located at 600 North Pearl Street, Suite 700, Dallas, Texas 75201. A copy of the plan of conversion is available for review at Fidelity Bank’s branch offices.

In connection with the conversion and stock offering, FB Bancorp will register its common stock under Section 12 of the Securities Exchange Act of 1934. Upon registration, FB Bancorp and the holders of its common stock will become subject to the proxy solicitation rules, reporting requirements and restrictions on common stock purchases and sales by directors, officers and greater than 10% stockholders, the annual and periodic reporting and certain other requirements of the Securities Exchange Act of 1934. Under the plan of conversion, FB Bancorp has undertaken that it will not terminate such registration for a period of at least three years following the consummation of the conversion and stock offering.

117

INDEX TO FINANCIAL STATEMENTS OF FIDELITY BANK

Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets at December 31, 2023 and 2022	F-3
Statements of Operations for the Years Ended December  31, 2023 and 2022	F-4
Statements of Comprehensive Income (Loss) for the Years Ended December  31, 2023 and 2022	F-5
Statements of Changes in Equity for the Years Ended December  31, 2023 and 2022	F-6
Statements of Cash Flows for the Years Ended December  31, 2023 and 2022	F-7
Notes to Financial Statements	F-8

#    #    #

Separate financial statements for FB Bancorp have not been included in this prospectus because it has not engaged in any significant activities, has no significant assets, and has no contingent liabilities, revenue or expenses.

All financial statement schedules have been omitted as the required information either is not applicable or is included in the financial statements or related notes.

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Fidelity Bank

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Fidelity Bank (the “Bank”) as of December 31, 2023 and 2022, and the related statements of operations, comprehensive income, changes in equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Bank as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Change in Accounting Principle

As discussed in Note 1 to the financial statements, the Bank has changed its method of accounting for credit losses in 2023 due to the adoption of ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.

Basis for Opinion

These financial statements are the responsibility of the Bank’s management. Our responsibility is to express an opinion on the Bank’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Bank in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Bank is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Bank’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ EisnerAmper LLP

We have served as the Bank’s auditor since 2023. (Note: Partners of Postlethwaite & Netterville, APAC joined EisnerAmper LLP in 2023. Postlethwaite & Netterville, APAC had served as the Bank’s auditor since 2007)

EISNERAMPER LLP

Metairie, Louisiana

March 1, 2024

F-2

FIDELITY BANK

BALANCE SHEETS

DECEMBER 31, 2023 AND 2022

	2023			2022
	(dollars in thousands)
ASSETS
Cash and due from banks	$	5,795		$	8,137
Interest-bearing deposits at other financial institutions		81,313			52,600
Total cash and cash equivalents		87,108			60,737
Securities available for sale, at fair value (amortized cost of $269,378 and $294,155)		249,898			270,118
Derivative assets		184			384
Loans held for sale, at fair value		22,576			17,110
Loans held for investment		665,684			556,129
Less: allowance for credit losses		(6,203	)		(7,298	)
Loans held for investment, net		659,481			548,831
Federal Home Loan Bank stock, at cost		4,106			2,555
Bank owned life insurance		14,640			14,337
Accrued interest receivable		5,506			4,658
Premises and equipment, net		51,455			46,832
Other real estate owned		815			139
Goodwill		5,786			5,786
Mortgage servicing rights		2,231			8,900
Prepaid expenses		2,518			2,055
Other assets		18,628			24,825
Total assets	$	1,124,932		$	1,007,267
LIABILITIES AND EQUITY
Deposits:
Non-interest bearing	$	142,032		$	174,553
Interest bearing		627,256			616,975
Total deposits		769,288			791,528
Advances by borrowers for taxes and insurance		11,774			14,157
Other borrowings		172,200			30,100
Accrued interest payable		524			20
Other liabilities		14,409			19,443
Total liabilities		968,195			855,248
Equity:
Retained earnings		172,126			171,008
Accumulated other comprehensive income (loss)		(15,389	)		(18,989	)
Total equity		156,737			152,019
Total liabilities and equity	$	1,124,932		$	1,007,267

The accompanying notes are an integral part of these statements.

F-3

FIDELITY BANK

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

	2023			2022
	(dollars in thousands)
Interest income
Interest and fees on loans	$	43,287		$	35,481
Interest and dividends on investment securities		9,278			5,927
Interest on deposits in other banks		1,733			2,402
Total interest and dividend income		54,298			43,810
Interest expense
Deposits		6,762			1,797
Borrowed funds		3,368			447
Total interest expense		10,130			2,244
Net interest income		44,168			41,566
Provision for credit losses		649			(396	)
Net interest income after provision for credit losses		43,519			41,962
Non-interest income
Service charges and fee income from deposit accounts		3,160			3,547
Gain on sale of mortgage loans		12,526			14,477
Gain (loss) on sales and disposal of assets		(1	)		9
Gain on sale of available for sale securities		66			135
Gain on sale of mortgage servicing rights		5,318			—
Other non-interest income		3,856			4,373
Total non-interest income		24,925			22,541
Non-interest expenses
Salaries and employee benefits		40,729			41,953
Occupancy and equipment		8,067			8,238
Directors’ fees		806			748
Data processing		4,683			3,665
Advertising and marketing		1,755			1,785
Mortgage servicing rights amortization		1,763			3,079
Hedging activity, net		247			(4,904	)
Other general and administrative		8,946			7,834
Total non-interest expenses		66,996			62,398
Net income before income taxes		1,448			2,105
Income taxes		330			(5	)
Net income	$	1,118		$	2,110

The accompanying notes are an integral part of these statements.

F-4

FIDELITY BANK

STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

	2023			2022
	(dollars in thousands)
Net income	$	1,118		$	2,110
Other comprehensive income (loss):
Unrealized holding gains (losses) on securities available for sale		4,623			(24,984	)
Reclassification adjustment for gains realized on securities available for sale		(66	)		(135	)
Net unrealized gains (losses)		4,557			(25,119	)
Tax effect		(957	)		5,275
Total other comprehensive income (loss)		3,600			(19,844	)
Total comprehensive income (loss)	$	4,718		$	(17,734	)

The accompanying notes are an integral part of these statements.

F-5

FIDELITY BANK

STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

	Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Total Equity
	(dollars in thousands)
Balance at December 31, 2021	$	168,898	$	855		$	169,753
Comprehensive income (loss):
Net income		2,110		—			2,110
Other comprehensive loss, net of tax		—		(19,844	)		(19,844	)
Total comprehensive income (loss)							(17,734	)
Balance at December 31, 2022		171,008		(18,989	)		152,019
Comprehensive income (loss):
Net income		1,118		—			1,118
Other comprehensive income, net of tax		—		3,600			3,600
Total comprehensive income (loss)							4,718
Balance at December 31, 2023	$	172,126	$	(15,389	)	$	156,737

The accompanying notes are an integral part of these statements.

F-6

FIDELITY BANK

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

	2023			2022
	(dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,118		$	2,110
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		2,410			2,153
(Gain) loss on sales and disposal of assets		1			(9	)
Net (accretion) amortization on securities		(699	)		(392	)
Provision for credit losses		649			(396	)
Increase in cash surrender value of life insurance		(303	)		(278	)
Amortization of mortgage servicing rights		1,763			3,079
Federal Home Loan Bank stock dividends		(164	)		(37	)
Net gain on sale of available for sale securities		(66	)		(135	)
Net gain on sale of mortgage servicing rights		(5,318	)		—
Deferred income taxes (benefit)		(916	)		393
Net decrease in derivative instruments		200			1,573
Changes in other operating assets and liabilities		(212	)		(6,630	)
Loans held for sale:
Originations		(464,017	)		(560,612	)
Proceeds from sale		471,407			619,575
Gain on sale of loans, net		(12,526	)		(14,477	)
Net change in fair value		(330	)		1,332
Net cash provided by (used in) operating activities		(7,003	)		47,249
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of securities available for sale		(17,298	)		(252,833	)
Proceeds from maturities, prepayments, and sales of securities available for sale		42,840			33,951
Proceeds from sale of mortgage servicing rights		10,751			—
Purchase of FHLB stock		(1,387	)		—
(Increase) decrease in loans receivable, net		(112,138	)		(11,875	)
Purchases of premises and equipment		(7,033	)		(2,427	)
Proceeds from sale of other real estate owned		162			318
Net cash provided by (used in) investing activities		(84,103	)		(232,866	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits		(22,240	)		(37,510	)
Net change in other borrowings		142,100			(17,600	)
Net change in advances by borrowers for taxes and insurance		(2,383	)		(1,747	)
Net cash provided by (used in) financing activities		117,477			(56,857	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		26,371			(242,474	)
Cash and cash equivalents at beginning of year		60,737			303,211
Cash and cash equivalents at end of year	$	87,108		$	60,737
Supplemental Disclosures For Cash Flow Information:
Cash paid for interest on deposits and borrowings	$	9,626		$	2,242
Cash paid for income taxes	$	—		$	50
Loans transferred to other real estate owned	$	839		$	414

The accompanying notes are an integral part of these statements.

F-7

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

1. Organization and Summary of Significant Accounting Policies

Fidelity Homestead Association, a Louisiana corporation, was formed on December 31, 1908, as a chartered institution by the state of Louisiana until 2007. In July 2007, Fidelity Homestead Association officially changed its charter to be a state-chartered mutual savings bank and changed its name to Fidelity Homestead Savings Bank. In December 2014, the name was changed to Fidelity Bank (“the Bank”).

The Bank operates eighteen full service branches and two drive-up branches in Southern Louisiana. The Bank’s primary lending products are real-estate residential, real-estate commercial, and consumer loans. The Bank’s primary deposit products are certificates of deposit and demand deposit accounts. In January 2014, the Bank acquired the net assets of NOLA Lending Group (“NOLA”) as a fully-owned division of the Bank. NOLA originates, primarily for resale, residential mortgages in Southern Louisiana, the Florida panhandle, and Mississippi.

A summary of the significant accounting policies of the Bank consistently applied in the preparation of the accompanying financial statements follows. The accounting principles followed by the Bank and the methods of applying them are in conformity with both accounting principles generally accepted in the United States of America and prevailing practices of the banking industry.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The determination of the allowance for credit losses is based on estimates that are particularly susceptible to significant changes in the economic environment and market conditions. In connection with the determination of the estimated losses on loans, management obtains independent appraisals for significant collateral.

While management uses available information to recognize losses on loans, further reductions in the carrying amounts of loans may be necessary based on changes in local economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies may require the Bank to recognize additional losses based on their judgments about information available to them at the time of their examination. Because of these factors, it is reasonably possible that the estimated losses on loans may change materially in the near term. However, the amount of the change that is reasonably possible cannot be estimated.

The Bank’s loans are generally secured by specific items of collateral including real property, consumer assets, and business assets. Although the Bank has a diversified loan portfolio, a substantial portion of its debtors’ ability to honor their contracts is dependent on local economic conditions and the real estate industry.

F-8

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

1. Organization and Summary of Significant Accounting Policies (continued)

Other material estimates that are particularly significant relate to mortgage banking operations under NOLA. These estimates include the Bank’s fair value measurements of loans held for sale, interest rate locks granted to consumers, and other derivative assets used for hedging the interest rate risk of NOLA’s mortgage business.

Concentration of Credit Risks

The Bank’s lending activity is concentrated primarily in Southern Louisiana. Repayment of loans is expected to come from cash flows of the borrowers. Losses are limited by the value of the collateral upon default of the borrowers. The Bank does not have any significant concentrations to any one industry or customer. The Bank also holds a substantial amount of its cash and cash equivalents at the Federal Reserve Bank.

Commercial real estate loans, including commercial construction loans, represented approximately 31% and 30% of the total portfolio at December 31, 2023 and 2022 respectively.

Cash and Cash Equivalents

For the purpose of presentation in the statements of cash flows, cash and cash equivalents are defined as cash, interest-bearing deposits and noninterest-bearing demand deposits at other financial institutions with maturities less than one year. Generally, interest bearing deposits with banks have maturities of three months or less and federal funds are sold for one-day periods. The Bank may be required to maintain cash on hand or on deposit with the Federal Reserve Bank to meet regulatory requirements. The Federal Reserve announced on March 15, 2020 it was reducing reserve requirements to zero percent effective March 26, 2020. This action eliminated reserve requirements for all depository institutions to free up liquidity in the banking system to support lending to households and businesses. As such, during 2020 management reduced reserve balance to zero, where it remained as of December 31, 2023 and 2022.

Advertising

The Bank expenses the costs of advertising as incurred.

Investment Securities

Generally, the Bank invests in Federal Agency securities, such as, Federal Home Loan Bank (FHLB) and mortgage backed securities, such as those of Federal National Mortgage Association (FNMA), Government National Mortgage Association (GNMA), Federal Home Loan Mortgage Corporation (FHLMC), Small Business Administration (SBA) and corporate bonds.

Securities are classified as available-for-sale and recorded at fair value, with unrealized gains and losses excluded from earnings and recognized, net of income taxes, in other comprehensive income (loss) and in accumulated other comprehensive income (loss), a separate component of equity. The Bank had no held to maturity or trading securities as of December 31, 2023 or 2022.

F-9

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

1. Organization and Summary of Significant Accounting Policies (continued)

The Bank evaluates available-for-sale securities in an unrealized loss position to determine whether the decline in the fair value below the amortized cost basis (impairment) is due to credit-related factors or noncredit-related factors. Any impairment that is not credit related is recognized in other comprehensive income, net of applicable taxes. Credit-related impairment is recognized as an allowance for credit loss on the balance sheet, limited to the amount by which the amortized cost basis exceeds the fair value with a charge to earnings. In evaluating available-for-sale securities in unrealized loss positions for impairment, management considers the magnitude and duration of the decline, as well as the reasons for the decline, whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, whether the Bank would be required to sell the securities before a full recovery of costs and the results of reviews of the issuers’ financial condition, among other facts.

The amortized cost of securities classified as available for sale or held to maturity is adjusted for amortization of premiums and accretion of discounts to maturity or, in the case of mortgage backed securities, over the estimated life of the security. Amortization, accretion and accrued interest are included in interest income on securities. Realized gains and losses are included in net securities gains and losses. Gains and losses on the sales of securities are recorded on the trade date and are determined using the specific identification method.

FHLB Stock

As a member of the FHLB, the Bank is required to maintain an investment in the FHLB based on defined criteria, including total assets. Because no ready market exists for this investment and there is no quoted market value, the Bank’s investment in FHLB stock is valued at cost. A determination as to whether there has been an impairment of a restricted stock investment is performed annually and includes a review of the current financial condition of the issuer.

Loans and Interest Income

The Bank grants mortgage, commercial and consumer loans to customers. A substantial portion of the loan portfolio is represented by loans in Southeast Louisiana. The ability of the Bank’s creditors to honor their contracts is dependent upon the real estate and general economic conditions in this area.

Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at the unpaid principal balances, less the allowance for credit losses and net of deferred loan origination fees and unearned discounts. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield, using the interest method over the contractual life of the loan, adjusted for prepayments. Unearned discount relates principally to consumer installment loans. Interest on loans is credited to operations based on the unpaid principal amount outstanding using methods that approximate the interest method.

F-10

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

1. Organization and Summary of Significant Accounting Policies (continued)

Interest on loans is recorded to income as earned. Accretion of unearned income is computed using methods which approximate a level rate of return on recorded principal. The accrual of interest on loans is fully reserved against interest income at the earliest of the loan being 91 days delinquent or at which point the Bank believes the collection of interest is doubtful after consideration of the economic environment, business conditions, and collection efforts. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful. The interest on these loans is accounted for on the cash-basis method or cost-recovery method, until qualifying for return to accrual. When a loan is placed on non-accrual status, uncollected accrued interest is reversed, reducing interest income and future income accrual is discontinued. Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured. Under certain circumstances, interest rate reductions may be allowed on delinquent loans. Delinquency is based on the contractual terms of the loan.

Loans held for sale are stated at fair value on the balance sheets. The fair value includes any differentiation of the loans interest rates compared to similar loans delivered to investors, the expected servicing value of the loans, and any accrued interest. The Bank does not defer fees or costs on loans held for sale. The Bank elected the fair value option for loans held for sale because it more accurately reflects income and expenses related to secondary market mortgage activities in periods presented. The fair value of loans held for sale at December 31, 2023 and 2022 was $22.6 million and $17.1 million compared to the unpaid principal balance of $21.2 million and $17.3 million, respectively.

Transfers of financial assets are accounted for as sales when control over the asset has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Bank, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Bank does not maintain effective control over the transferred assets through an agreement to repurchase them before maturity. During the normal course of business, the Bank may transfer a portion of a financial asset, for example, a participation loan or government guaranteed portion of a loan. In order to be eligible for sales treatment, the transfer of the portion of the loan must meet the criteria of a participating interest. If it does not meet the criteria for a participating interest, the transfer must be accounted for as a secured borrowing. In order to meet the criteria for a participating interest, all cash flows from the loan must be divided proportionately, the rights of each loan holder must have the same priority, and loan holders must have no recourse to the transferor other than standard representations and warranties, and no loan holder has the right to pledge or exchange the entire loan.

F-11

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

1. Organization and Summary of Significant Accounting Policies (continued)

Allowance for Credit Losses

The allowance for credit losses is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in unemployment rates, property values, or other relevant factors. The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist.

Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not also included in the collective evaluation. When management determines that foreclosure is probable or the borrower is experiencing financial difficulty where repayment is expected to be provided substantially through the operation or sale of collateral, expected credit losses are based on the fair value of the collateral adjusted for selling costs as appropriate.

The evaluation of the adequacy of loan collateral is often based upon estimates and appraisals. Because of changing economic conditions, the valuations determined from such estimates and appraisals may also change. Accordingly, the Bank may ultimately incur losses which vary from management’s current estimates. Adjustments to the allowance for credit losses are reported in the period such adjustments become known or are reasonably estimable.

Other Real Estate Owned

Other real estate owned assets consist of real estate acquired through, or in lieu of, loan foreclosure. These assets are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure, establishing a new cost basis. Any write-downs based on the asset’s fair value at date of acquisition are charged to allowance for credit losses. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of the carrying amount or fair value less cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in other operating expenses.

F-12

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

1. Organization and Summary of Significant Accounting Policies (continued)

Premises and Equipment

Land is carried at cost. Buildings, furniture, fixtures, equipment, and leasehold and land improvements are carried at cost, less accumulated depreciation computed on a straight line basis over the estimated useful lives of 5 to 39 years for buildings and leasehold and land improvements and 3 to 10 years for furniture, fixtures and equipment. Depreciation and amortization are computed primarily using the straight-line method over the estimated useful lives of the assets or over the shorter of the lease terms or the estimated lives of the leasehold improvements. Expenditures for repairs and maintenance are charged to operations while expenditures for major replacements and betterments are capitalized. When property and equipment are retired or sold, their cost and accumulated depreciation and amortization are removed from the property accounts and the resulting gain or loss is recorded in current operations at the date of disposal.

Loan Servicing

The authoritative guidance for accounting for servicing of financial assets requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable, and permits an entity to subsequently measure those servicing assets and servicing liabilities at fair value. Under the guidance, for subsequent measure, the Bank elected to continue to use the amortization method instead of adopting the fair value method. Management has determined that it has one class of servicing rights which is based on the type of loan. The risk characteristics of the underlying financial assets used to stratify servicing assets for purposes of measuring impairment are interest rate, type of product (fixed versus variable), duration, and asset quality.

Servicing fee income is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan; the fees are recorded as income when earned. The amortization of mortgage servicing rights is netted against loan servicing fee income.

Goodwill

Goodwill arises from business combinations and is generally determined as the excess of the fair value of the consideration paid over the fair value of net assets acquired and liabilities assumed at acquisition date. Goodwill has an indefinite useful life and is not amortized, but tested for impairment at least annually. The Bank performed its annual impairment evaluations of goodwill for 2023 and 2022. The evaluations indicate no impairment is required.

Bank Owned Life Insurance

The Bank is the owner and beneficiary of life insurance policies covering the lives of certain officers. These policies were purchased for investment purposes and are not associated with any deferred compensation or supplemental retirement plan.

F-13

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

1. Organization and Summary of Significant Accounting Policies (continued)

Income Taxes

Income taxes are accounted for under the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent. Deferred tax assets are reduced by a valuation allowance, if based on the weight of evidence available, it is more likely than not that some portion or all of deferred tax asset will not be realized.

The Bank follows the accounting guidance related to accounting for uncertainty in income taxes, which sets out a consistent framework to determine the appropriate level of tax reserves to maintain for uncertain tax positions.

A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management’s judgment. Changes in the recognition or measurement are reflected in the period in which the change in judgment occurs. The Bank has evaluated its positions regarding the accounting for uncertain tax positions and does not believe it has any material uncertain tax positions.

The Bank recognizes interest and penalties on income taxes as a component of income tax expense.

Comprehensive Income (Loss)

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities, are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income (loss).

Derivative Assets

As part of mortgage origination activities, the Bank enters into two forms of derivatives. These are interest rate locks and forward commitments to deliver residential mortgage bonds. The Bank does this to make an economic hedge against interest rate risk. The net values of these assets are carried at fair value with changes reflected in income. The Bank does not designate these as a hedge accounting relationship. For more information, see note 15.

F-14

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

1. Organization and Summary of Significant Accounting Policies (continued)

Off-Balance Sheet Credit Related to Financial Instruments

In the ordinary course of business, the Bank enters into off-balance sheet financial instruments consisting of commitments to extend credit, commercial letters of credit and standby letters of credit. Such financial instruments are recorded in the financial statements when they are funded.

Fair Values of Financial Instruments

Fair values of financial instruments are estimated using relevant market information and other assumptions. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates. The fair value estimates of existing on- and off-balance sheet financial instruments do not include the value of anticipated future business or the value of assets and liabilities not considered financial instruments.

Revenue Recognition

Service charges and fee income and other non-interest income include deposit and lending-related fees. Deposit-related fees consist of fees earned on customer activities and are generally recognized when the transactions occur or as the service is performed. Fees are earned on deposit accounts for account maintenance and various transaction-based services, such as ATM transactions, wire transfer activities, check and money order processing and insufficient funds/overdraft transactions. Lending-related fees generally represent transactional fees earned from late payments and other miscellaneous fees.

Card interchange fees are recognized upon settlement of credit and debit card payment transactions and are generally determined on a percentage basis for credit cards and fixed rates for debit cards based on the corresponding payment network’s rates.

There are no significant judgments relating to the amount and timing of revenue recognition for revenue streams within the scope of Topic 606. Due to the nature of the services provided, the Bank does not incur costs to obtain contracts and there are no material incremental costs to fulfill these contracts that should be capitalized. Additionally, there are no material contract assets or receivables as the Bank does not typically enter into long-term revenue contracts with its customers.

SBA Paycheck Protection Program

During the years ended December 31, 2021 and 2020, the Bank originated $257 million in Paycheck Protection Plan loans established by the Coronavirus Aid, Relief, and Economic Security (CARES) Act. These loans are fully guaranteed by the Small Business Administration. The Bank had $0.6 million and $0.8 million outstanding on December 31, 2023 and 2022, respectively. Income on these loans was calculated based on the loan balance, 1.0% stated interest rate, and origination fees received spread over the expected life of the program.

F-15

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

1. Organization and Summary of Significant Accounting Policies (continued)

Leases

As of January 1, 2022, the Bank adopted FASB Accounting Standards Update (ASU) 2016-02, Leases (Topic 842), and all related amendments. Topic 842 requires lessees to recognize right-of-use assets and lease liabilities in the balance sheet and requires more disclosures related to lease transactions. The Bank elected to use the transition method that allows an entity to apply the new lease standard at the date of adoption and recognize a cumulative-effect adjustment (if any) to the opening balance of retained earnings in the year of adoption. The Bank’s adoption of Topic 842 did not result in any adjustments to equity or changes in the timing or amounts of lease costs.

Recent Accounting Standards Adopted:

Allowance for Credit Losses

On January 1, 2023, the Bank adopted ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as amended, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized costs, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases. In addition, ASC 326 made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write down on available-for-sale debt securities management does not intend to sell or believes that it is more likely than not they will be required to sell.

Upon adoption of these new credit loss measurement standards, the Bank did not recognize a material change to its financial position or results of operations. No retroactive cumulative effect of accounting changes were recognized in this adoption.

Troubled Debt Restructurings

ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures.” ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings in Accounting Standards Codification (“ASC”) Subtopic 310-40, Receivables - Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. Additionally, ASU 2022-02 requires entities to disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of ASC Subtopic 3126-20, Financial Instruments - Credit Losses - Measured at Amortized Cost. ASU 2022-02 became effective for the Bank on January 1, 2023. The adoption of ASU 2022-02 did not have a significant impact on our financial statements.

F-16

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

1. Organization and Summary of Significant Accounting Policies (continued)

Reclassifications

Certain amounts in the 2022 financial statements have been reclassified to conform to the 2023 presentation. Any changes in presentation did not have a material impact on the Bank’s financial condition or results of operations.

F-17

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

2. Investment Securities

The tables below show the amortized cost and fair value, by type, of the Bank’s available for sale debt securities as of December 31, 2023 and 2022:

	2023
	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value
Available for sale:
U.S. government sponsored agencies	$	146,112	$	175	$	10,760	$	135,527
Mortgage-backed securities: residential		85,902		52		7,159		78,795
Corporate bonds		37,298		—		1,787		35,511
Small Business Administration		66		—		1		65
Total available for sale	$	269,378	$	227	$	19,707	$	249,898
	2022
Available for sale:
U.S. government sponsored agencies	$	168,619	$	64	$	14,173	$	154,510
Mortgage-backed securities: residential		82,464		26		7,633		74,857
Corporate bonds		42,963		70		2,390		40,643
Small Business Administration		109		—		1		108
Total available for sale	$	294,155	$	160	$	24,197	$	270,118

At year-end 2023 and 2022, there were no holdings of securities of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of Bank equity.

Most of these unrealized losses result from securities which were purchased at a premium in anticipation of a more stable interest rate environment. The Bank believes that its premium amortization policies are appropriate and will result in a reasonable return on these investments being recorded in the statements of operations. Accordingly, management is able to effectively measure and monitor the unrealized loss position on these securities and because the Bank does not intend to sell the securities and it is not more-likely-than-not that the Bank will be required to sell the investments before recovery of their amortized cost bases, the Bank determined no allowance for credit loss was required as of December 31, 2023.

F-18

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

2. Investment Securities (continued)

A summary of securities with gross unrealized losses at December 31, 2023 and 2022 aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:

	2023
	Less Than 12 Months				12 Months or More
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Total Unrealized Losses
Available for sale:
U.S. government sponsored agencies	$	5,491	$	9	$	126,532	$	10,751	$	10,760
Mortgage-backed securities and small business administration		10,241		98		64,263		7,062		7,160
Corporate bonds		2,507		88		33,004		1,699		1,787
Total available for sale	$	18,239	$	195	$	223,799	$	19,512	$	19,707
	2022
Available for sale:
U.S. government sponsored agencies	$	132,951	$	10,555	$	13,809	$	3,619	$	14,174
Mortgage-backed securities and small business administration		58,892		5,214		14,201		2,419		7,633
Corporate bonds		35,948		2,108		1,718		282		2,390
Total available for sale	$	227,791	$	17,877	$	29,728	$	6,320	$	24,197

The amortized cost and estimated fair value by maturity or next repricing date of investment securities at December 31, 2023 are shown in the following table. Fixed rate securities are classified according to their contractual maturities without consideration of principal amortization, potential prepayments or call options. Accordingly, actual maturities may differ from contractual maturities.

	Amortized Cost		Fair Value
Within one year or less	$	—	$	—
One through five years		82,686		79,081
After five through ten years		81,546		76,200
Over ten years		105,146		94,617
Total	$	269,378	$	249,898

F-19

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

2. Investment Securities (continued)

Sales of available for sale securities for the years ended December 31, 2023 and 2022, were as follows:

	2023		2022
Proceeds	$	17,373	$	13,985
Gross gains realized		270		135
Gross losses realized		204		—

At December 31, 2023 and 2022, approximately $170 million and $26 million of investments were pledged to secure various deposits or borrowings.

Additional information related to fair value of investment securities is provided in note 14.

3. Loans Held for Investment

The components of loans were as follows at December 31:

	2023			2022
	(dollars in thousands)
Residential mortgage loans (1-4 family):
Fixed	$	94,267		$	70,659
Variable		154,630			143,312
Construction		15,764			686
Total residential mortgage loans		264,661			214,657
Commercial loans
Real estate		206,267			169,144
SBA Paycheck Protection Program		566			833
Other		69,053			65,305
Total commerical loans		275,886			235,282
Consumer loans:
Home equity		98,331			85,485
Other consumer		27,740			21,416
Total consumer loans		126,071			106,901
Total loans held for investment		666,618			556,840
Less:
Undisbursed portion of mortgage loans		(118	)		(54	)
Net deferred loan costs (fees)		(816	)		(657	)
Allowance for credit losses		(6,203	)		(7,298	)
Total loans held for investment, net	$	659,481		$	548,831

F-20

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

3. Loans Held for Investment (continued)

The Bank has an established methodology of the Allowance for Credit Losses (“ACL”) that assesses the risks and losses inherent in the Bank’s loan portfolio. For purposes of determining the ACL, the Bank segments certain loans in its portfolio by product type. The Bank’s loans are segmented into the following pools: residential mortgage loans, commercial real estate loans, other commercial loans, home equity, and consumer loans. The Bank also sub-segments these segments into classes based on the associated risks within those segments. Residential mortgage loans are divided into the following classes: fixed, variable and construction. Each class of loans requires significant judgment to determine the estimation method that fits the credit risk characteristics of its portfolio segment. The Bank uses an internally developed model in this process. Management uses judgment in establishing additional input metrics for the modeling processes.

The model and assumptions the Bank uses to determine the allowance are independently validated and reviewed to ensure that their theoretical foundation, assumptions, data integrity, computational processes, reporting practices and end-user controls are appropriate and properly documented. The following are the factors the Bank uses to determine the ACL for each segment or class of loan.

Residential Mortgage Loans

All of our residential mortgage loans are centrally underwritten. When assessing credit risk, we analyze certain credit factors, such as, payment history, credit utilization and length of credit history. All of our residential mortgage loans are secured by real estate; therefore, we evaluate and estimate the current market value of the collateral property. Common risk factors that are not specific to individual loan transactions include economic conditions within our markets, including unemployment rates and potential changes in real estate collateral values due to market conditions. Personal events, disability, death or change in marital status of the borrower also increase risk in residential mortgage lending.

Residential Mortgage Loans (Fixed and Variable)

Characteristically, residential mortgage loans are secured by 1 – 4 family residential properties and residential lots. Declines in market value can result in residential mortgages with outstanding balances in excess of the collateral value of the property securing the loan.

Residential Construction Loans

Residential construction loans can experience delays in construction and cost overruns that can exceed the borrower’s financial ability to complete the construction project, which could result in unmarketable collateral.

Commercial Loans

All of our commercial loans are centrally underwritten. When assessing credit risk, we analyze the borrower’s ability to generate adequate cash flow to service the debt in accordance with the terms and conditions of the loan agreement. Usually, our commercial loans are secured by collateral and we assess the current value of the collateral. Additionally, the Bank evaluates and assesses the financial strength and liquidity of the borrower’s principals because the Bank generally requires the personal guarantees of the borrower’s principals. Common risk factors that are not specific to individual loan transactions include economic conditions within our markets, including unemployment rates and potential changes in collateral values due to market conditions.

F-21

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

3. Loans Held for Investment (continued)

Commercial Real Estate

Commercial mortgage, commercial construction and land development loans are dependent upon the supply and demand for commercial real estate in the markets we serve as well as the demand for newly constructed residential homes and lots. A decrease in demand could result in decreases in the underlying collateral values and make repayment of the outstanding loans more difficult for our borrowers. Loans secured by non-residential properties and multifamily housing are dependent upon the ability of the property to produce cash flow sufficient to cover debt service and other operating expenses. These property types are susceptible to weak economic conditions which can result in high vacancy rates.

SBA Paycheck Protection Program

During the year ended December 31, 2020, the Bank added a new loan category for Paycheck Protection Program (“PPP”) loans originated. These loans are 100% backed by the Small Business Administration (“SBA”) to help businesses keep their workforces employed during the Coronavirus pandemic. The Bank recorded approximately $2.8 million in 2022 and $3.9 million in 2021 in fee income associated with the origination of these loans. No fee income remained in 2023.

Other Commercial Loans

The repayment of commercial loans not secured by real estate is primarily dependent upon the ability of our borrowers to produce cash flows consistent with our original projections analyzed during the credit underwriting process. While our loans our generally secured by collateral with limitations on maximum loan to value ratios, there is a risk that liquidation of the collateral will not fully satisfy the loan balance.

Consumer Loans

All of the Bank’s consumer loans are centrally underwritten. When assessing credit risk, we analyze certain credit factors, such as, payment history, credit utilization and length of credit history. Since a large percentage of consumer loans are secured, management evaluates the likely market value of the collateral. Common risk factors that are not specific to individual loan transactions include economic conditions within our markets. Personal events, disability, death or change in marital status of the borrower also increase risk in consumer lending.

Home Equity Loans

Home equity and home equity lines of credit loans are secured by first or junior liens on residential real estate making such loans susceptible to deterioration in residential real estate values. Additional risks include lien perfection deficiencies and the inherent risk that the borrower may draw on the lines in excess of their collateral value, particularly in a deteriorating real estate market.

F-22

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

3. Loans Held for Investment (continued)

Other Consumer Loans

Consumer loans include loans secured by personal property, such as automobiles, mobile homes and other title vehicles, such as boats and motorcycles. Consumer loans also include unsecured loans. The value of the underlying collateral for this loan category is especially volatile due to the potential rapid decline in values.

Credit Quality Indicators

Loans are categorized into risk categories based on relevant information about the ability of our borrowers to service their debt obligations. The relevant information includes current financial information, historical payment history, credit documentation, public information and current economic trends, among other factors. The Bank uses a risk grading matrix to assign risk grades to each of our commercial loans and a portion of our other loans. Loans are graded on a scale of 1 to 10. A description of the general characteristics of the ten grades is as follows:

Grade 1	Substantially Risk Free. Fully secured by own-Bank deposits.
Grade 2	Minimal. Minimal degree of risk in both short term and long term. No noted credit, collateral or technical deficiencies. Exemplary and established history with the Bank and elsewhere. Exceptional financial strength and generally in the upper quartile of peer comparisons. Loans secured by properly margined and monitored marketable securities may also be in this category.
Grade 3	Moderate. Only moderate risk apparent in both short term and long term. Financial characteristics of borrower are strong. Demonstrated ability to generate sufficient cash flow to meet debt service requirements including 3-5 years of generating increasing or consistently strong levels of cashflow, the capital structure is strong with only moderate leverage, trends are favorable, and comparison to peer is positive. Credit reflects strong collateral values with proper margins, and/or is supported by strong guarantees.
Grade 4	Acceptable. Acceptable level of risk in both short term and long term. Borrower generates sufficient cash flow to meet debt service requirements with a comfortable margin and debt is adequately secured with appropriate collateral margins and supported by guarantees. Leverage, liquidity, margins, etc. are comparable to peer, but may not be as strong as borrowers risk rated 3.
Grade 5	Acceptable with Care. Risk is still considered acceptable, cash flow coverage of debt service requirements is adequate, but there are certain negative factors that could increase long term risk. Some common characteristics of these credits include: structure at variance with policy, LTV’s in excess of prescribed levels, trends negative but not materially adverse, leverage in excess of peer, etc.

F-23

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

3. Loans Held for Investment (continued)

Grade 6	Watch. Only marginally acceptable financial profiles, and financial trends are less favorable than prior periods. Short term risk may be acceptable, but negative factors could develop to make long term risk unacceptable. Weaknesses may include: outdated financials, inconsistent financial performance, strained liquidity, and adverse financial trends.
Grade 7	Special Mention. Increased level of risk (and, therefore, additional scrutiny) due to some weakening trend, poor performance, a particular circumstance or some other noted deficiency. Generally, repayment according to plan is still anticipated.
Grade 8	Substandard. Identified crucial weakness with associated loss potential. Substandard loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. An assessment under ASC 310 must be performed on credits identified for individual evaluation graded Substandard.
Grade 9	Doubtful. Full repayment or liquidation is highly questionable or improbable. Loans classified Doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently know facts, conditions and values, highly questionable and improbable. An assessment under ASC 310 must be performed on credits identified for individual evaluation graded Doubtful.
Grade 10	Loss. All outstanding principal and accrued interest is deemed uncollectible and is to be charged off promptly. Loans classified Loss are considered uncollectible and of such little value that their continuance as Bankable assets is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be affected in the future. Loans classified Loss requires a 100% specific reserve.

F-24

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

3. Loans Held for Investment (continued)

Loans with a risk rating of 1 through 6 are classified as “Pass” rated credits in the following tables. Nonrated loans are also classified as “Pass.” The following table presents the Bank’s recorded investment in loans by credit quality indicators by year of origin as of December 31, 2023.

	Term Loans
1-4 Family Residential	2023		2022		2021		Prior		Revolving		Total
Pass	$	58,213	$	71,746	$	35,005	$	77,016	$	291	$	242,271
Special Mention		—		261		—		95		—		356
Substandard		808		1,767		653		3,042		—		6,270
Doubtful		—		—		—		—		—		—
Loss		—		—		—		—		—		—
Total	$	59,021	$	73,774	$	35,658	$	80,153	$	291	$	248,897
Residential Construction	2023		2022		2021		Prior		Revolving		Total
Pass	$	14,585	$	1,179	$	—	$	—	$	—	$	15,764
Special Mention		—		—		—		—		—		—
Substandard		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—
Loss		—		—		—		—		—		—
Total	$	14,585	$	1,179	$	—	$	—	$	—	$	15,764
Commercial Real Estate	2023		2022		2021		Prior		Revolving		Total
Pass	$	16,735	$	15,464	$	8,636	$	31,575	$	122,640	$	195,050
Special Mention		—		—		—		—		9,394		9,394
Substandard		—		—		—		—		1,823		1,823
Doubtful		—		—		—		—		—		—
Loss		—		—		—		—		—		—
Total	$	16,735	$	15,464	$	8,636	$	31,575	$	133,857	$	206,267
Commercial	2023		2022		2021		Prior		Revolving		Total
Pass	$	9,265	$	2,120	$	5,936	$	6,519	$	41,555	$	65,395
Special Mention		—		—		—		494		1,281		1,775
Substandard		69		326		—		209		1,404		2,008
Doubtful		—		—		—		—		18		18
Loss		—		97		25		146		155		423
Total	$	9,334	$	2,543	$	5,961	$	7,368	$	44,413	$	69,619
Home Equity	2023		2022		2021		Prior		Revolving		Total
Pass	$	10,399	$	6,726	$	6,218	$	11,097	$	62,362	$	96,802
Special Mention		—		—		—		—		66		66
Substandard		—		680		—		305		441		1,426
Doubtful		—		—		—		—		33		33
Loss		—		—		—		—		4		4
Total	$	10,399	$	7,406	$	6,218	$	11,402	$	62,906	$	98,331
Other Consumer	2023		2022		2021		Prior		Revolving		Total
Pass	$	8,334	$	1,557	$	1,144	$	448	$	16,210	$	27,693
Special Mention		27		—		—		—		—		27
Substandard		13		—		—		—		7		20
Doubtful		—		—		—		—		—		—
Loss		—		—		—		—		—		—
Total	$	8,374	$	1,557	$	1,144	$	448	$	16,217	$	27,740
Total Loans	$	118,448	$	101,923	$	57,617	$	130,946	$	257,684	$	666,618

F-25

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

3. Loans Held for Investment (continued)

The following table presents the Bank’s recorded investment in loans by credit quality indicators as of December 31, 2022.

	December 31, 2022
	Pass		Special Mention		Substandard		Doubtful		Loss		Total
1-4 Family Residential	$	209,717	$	116	$	4,138	$	—	$	—	$	213,971
Construction		686		—		—		—		—		686
Commercial Real Estate		167,191		108		1,845		—		—		169,144
SBA Paycheck Protection Program		784		—		38		11		—		833
Other Commercial		63,767		311		714		306		207		65,305
Home Equity		84,348		101		1,001		35		—		85,485
Other Consumer Loans		21,190		83		63		65		15		21,416
Total Loans	$	547,683	$	719	$	7,799	$	417	$	222	$	556,840

Allowance for Credit Losses and Recorded Investment in Loans Receivable

The following table outlines the changes in the allowance for credit losses by collateral type, the allowances for loans individually and collectively evaluated for impairment, and the amount of loans individually and collectively evaluated for impairment at December 31, 2023:

	1-4 Family Residential			Construction			Commercial Real Estate		Other Commercial			Home Equity			Other Consumer			Total
	(dollars in thousands)
Allowance
Beginning balance	$	839		$	3		$	880	$	4,303		$	385		$	888		$	7,298
Charge-offs		(5	)		—			—		(1,277	)		(47	)		(478	)		(1,807	)
Recoveries		—			—			3		30			—			30			63
Provision for Credit Loss		—			—			—		649			—			—			649
Allocation of surplus		376			(2	)		1,335		(2,119	)		198			212			—
Balance at end of year	$	1,210		$	1		$	2,218	$	1,586		$	536		$	652		$	6,203
Ending allowance balance for loans individually evaluated for impairment	$	361		$	—		$	—	$	492		$	—		$	58		$	911
Ending allowance balance for loans collectively evaluated for impairment	$	849		$	1		$	2,218	$	1,094		$	536		$	594		$	5,292
Loans Receivable
Total period-end balance	$	248,897		$	15,764		$	206,267	$	69,053		$	98,331		$	27,740		$	666,052
Balance of loans individually evaluated for impairment	$	6,173		$	—		$	—	$	1,795		$	723		$	109		$	8,800
Balance of loans collectively evaluated for impairment	$	242,724		$	15,764		$	206,267	$	67,258		$	97,608		$	27,631		$	657,252

SBA Paycheck Protection loans have been excluded from the above 2023 allowance for credit loss data.

F-26

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

3. Loans Held for Investment (continued)

Allowance for Credit Losses and Recorded Investment in Loans Receivable

The following table outlines the changes in the allowance for credit losses by collateral type, the allowances for loans individually and collectively evaluated for impairment, and the amount of loans individually and collectively evaluated for impairment at December 31, 2022:

	1-4 Family Residential			Construction		Commercial Real Estate			Other Commercial			Home Equity			Other Consumer			Total
	(dollars in thousands)
Allowance
Beginning balance	$	647		$	—	$	1,173		$	4,556		$	892		$	920		$	8,188
Charge-offs		(41	)		—		(11	)		(609	)		(10	)		(216	)		(887	)
Recoveries		21			—		—			364			—			8			393
Provision for Credit Loss		—			—		—			(396	)		—			—			(396	)
Allocation of surplus		212			3		(282	)		388			(497	)		176			—
Balance at end of year	$	839		$	3	$	880		$	4,303		$	385		$	888		$	7,298
Ending allowance balance for loans individually evaluated for impairment	$	77		$	—	$	—		$	982		$	35		$	205		$	1,299
Ending allowance balance for loans collectively evaluated for impairment	$	762		$	3	$	880		$	3,321		$	350		$	683		$	5,999
Loans Receivable
Total period-end balance	$	213,971		$	686	$	169,144		$	65,305		$	85,485		$	21,416		$	556,007
Balance of loans individually evaluated for impairment	$	4,611		$	—	$	—		$	1,789		$	863		$	337		$	7,600
Balance of loans collectively evaluated for impairment	$	209,360		$	686	$	169,144		$	63,516		$	84,622		$	21,079		$	548,407

SBA Paycheck Protection loans have been excluded from the above 2022 allowance for credit loss data.

The Bank had approximately $986 million and $1,432 million of unpaid principal balances related to loans serviced for other investors as of December 31, 2023 and 2022. Loans serviced for others are not included in the accompanying balance sheets.

F-27

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

3. Loans Held for Investment (continued)

The following table as of December 31, 2022, summarizes impaired loans by class and includes the recorded investment and unpaid principal balances for impaired financing receivables with the associated allowance amount, if applicable. The Bank determined the specific allowance based on the present value of expected future cash flows, discounted at the loan’s effective interest rate, except when the remaining source of repayment for the loan is the operation or liquidation of the collateral. In those cases, the current fair value of the collateral, less selling costs was used to determine the specific allowance recorded. Interest income recognized on impaired loans for the year ended December 31, 2022 was immaterial to the financial statements.

	Recorded Investment		Unpaid Principal Balance		Associated Allowance		Average Recorded Investment
	(dollars in thousands)
With no specific allowance recorded:
1-4 family residential	$	3,910	$	3,918	$	—	$	3,366
Construction		—		—		—		—
Commercial real estate		—		—		—		447
Other commercial		142		142		—		269
Home equity		828		829		—		537
Other consumer loans		67		68		—		54
With an allowance recorded:
1-4 family residential	$	701	$	701	$	77	$	419
Construction		—		—		—		—
Commercial real estate		—		—		—		115
Other commercial		1,647		1,648		982		1,221
Home equity		35		35		35		36
Other consumer loans		270		270		205		1,375
Total:
1-4 family residential	$	4,611	$	4,619	$	77	$	3,785
Construction		—		—		—		—
Commercial real estate		—		—		—		562
Other commercial		1,789		1,790		982		1,490
Home equity		863		864		35		573
Other consumer loans		337		338		205		1,429
	$	7,600	$	7,611	$	1,299	$	7,839

Also presented in the table is the average recorded investment of the impaired loans during the time within the period that the loans were impaired. When the ultimate collectability of the total principal of an impaired loan is in doubt and the loan is on nonaccrual status, all payments are applied to principal, under the cost recovery method. When the ultimate collectability of the total principal of an impaired loan is not in doubt and the loan is on nonaccrual status, contractual interest is credited to interest income when received, under the cash basis method. The average balances are calculated based on the month-end balances of the financing receivables of the period reported.

F-28

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

3. Loans Held for Investment (continued)

The Bank had $7.7 million and $4.9 million of non-accruing loans as of December 31, 2023 and 2022. Management determined that a specific reserve of approximately $0.9 and $1.1 million was necessary as of December 31, 2023 and 2022, respectively. The average investment in loans on non-accrual approximated $8.3 and $5.8 during the years ended December 31, 2023 and 2022, respectively. The amount of interest income that would have been recorded in 2023 and 2022 is not significant.

The following tables present a summary by loan class of past due and non-accrual loans as of December 31, 2023 and 2022 (dollars in thousands):

	December 31, 2023
	31-89 Days Past Due		Greater Than 90 Days Past Due		Total Past Due		Current		Total Loans		Past Due> 90 Days and Accruing		Loans on Non-Accrual
1-4 family residential	$	2,946	$	2,858	$	5,804	$	243,093	$	248,897	$	—	$	5,334
Construction		—		—		—		15,764		15,764		—		—
Commercial real estate		—		—		—		206,267		206,267		—		426
SBA Paycheck Protection Program		41		—		41		525		566				—
Other commercial		695		1,007		1,702		67,351		69,053		—		1,314
Home equity		1,728		396		2,124		96,207		98,331		—		561
Other consumer		445		5		450		27,290		27,740		—		30
Total	$	5,855	$	4,266	$	10,121	$	656,497	$	666,618	$	—	$	7,665

	CECL
	December 31, 2023
	Nonaccrual Loans with No Allowance		Nonaccrual Loans with an Allowance		Total Nonaccrual Loans
1-4 family residential	$	2,226	$	3,108	$	5,334
Construction		—		—		—
Commercial real estate		426		—		426
SBA Paycheck Protection Program		—		—		—
Other commercial		422		892		1,314
Home equity		561		—		561
Other consumer		9		21		30
Total	$	3,644	$	4,021	$	7,665

	December 31, 2022
	31-89 Days Past Due		Greater Than 90 Days Past Due		Total Past Due		Current		Total Loans		Past Due> 90 Days and Accruing		Loans on Non-Accrual
1-4 family residential	$	394	$	1,854	$	2,248	$	211,723	$	213,971	$	—	$	3,097
Construction		—		—		—		686		686		—		—
Commercial real estate		1,560		—		1,560		167,584		169,144		—		—
SBA Paycheck Protection Program		58		11		69		764		833				11
Other commercial		956		763		1,719		63,586		65,305		—		1,433
Home equity		875		127		1,002		84,483		85,485		—		313
Other consumer		163		55		218		21,198		21,416		—		95
Total	$	4,006	$	2,810	$	6,816	$	550,024	$	556,840	$	—	$	4,949

There was one modification made to a borrower experiencing financial difficulty in 2023 on a $34 thousand dollar loan for which a term concession was granted. There was one modification made to a borrower experiencing financial difficulty in 2022 on a $91 thousand dollar loan for which a temporary rate concession was granted. At December 31, 2023, there were 10 loans totaling $858 thousand with active short-term payment deferrals of principal, interest or both.

F-29

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

4. Premises and Equipment

Components of premises and equipment were as follows at December 31:

	2023			2022
Land and land improvements	$	16,001		$	13,271
Buildings		40,941			38,213
Furniture, fixtures and equipment		18,767			17,565
Leasehold improvements		6,024			5,987
Construction		386			40
Total premises and equipment		82,119			75,076
Less accumulated depreciation		(30,664	)		(28,244	)
Total premises and equipment, net	$	51,455		$	46,832

Depreciation and leasehold amortization expense approximated $2.4 million and $2.2 million for the years ended December 31, 2023 and 2022, respectively.

As previously described, the Bank adopted ASU 2016-02 and its amendments, using a modified retrospective approach, and the accounting policies related to leases were revised at the adoption date of January 1, 2022.

The Bank determines if an arrangement is a lease at the inception of the contract. For leases with terms greater than twelve months, right-of-use assets and lease liabilities are recognized at the contract commencement date based on the present value of lease payments over the lease term. Right-of-use assets represent the Bank’s right to use the underlying asset for the lease term. Lease liabilities present the Bank’s obligation to make lease payments arising from these contracts. The Bank’s operating leases in effect prior to January 1, 2022, were recognized at the present value of the remaining payments as of January 1, 2022.

Lease agreements may include rental escalation clauses or renewal options that are factored into management’s determination of lease payments, when appropriate. The estimated useful life of right-of-use assets is limited by the expected lease term unless there is a transfer of title or purchase option reasonably certain of exercise. The Bank’s lease agreements generally do not contain any material residual value guarantees, restrictions or covenants.

The Bank has elected the practical expedient that allows lessees to choose to not separate lease and nonlease components by class of underlying asset and are applying this practical expedient to all relevant asset classes. Additionally, the Bank elected the package of transition provisions available which allowed the carryforward of the Bank’s historical assessments of whether contracts contain leases, the lease classification, and the treatment of initial direct costs.

The Bank’s operating leases are primarily for office space. Amounts recognized at January 1, 2022, related to right-of-use assets and lease liabilities were $11.2 million. There was no significant impact to the 2022 statement of operations from the adoption of this standard.

F-30

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

4. Premises and Equipment (continued)

Other information related to operating leases is as follows as of December 31:

	2023			2022
Right-of-use assets obtained in exchange for lease obligations	$	—		$	10,147
Lease liabilities	$	9,338		$	10,182
Weighted average remaining lease term		17 years			18 years
Weighted average discount rate		2.66	%		2.64	%

As lessee, operating lease liabilities under non-cancellable leases are as follows:

2024	$	1,301
2025		1,047
2026		942
2027		829
2028		684
2029 and thereafter		7,711
Total lease payments		12,514
Less: interest		(3,176	)
Present value of lease liabilities	$	9,338

For the years ended December 31, 2023 and 2022, lease costs included in the statement of operations were approximately $1,960 and $1,948, respectively.

5. Goodwill

The changes in the Bank’s intangible assets for the years ended December 31, 2023 and 2022 were as follows:

	Goodwill		Total
December 31, 2021	$	5,786	$	5,786
Impairment		—		—
December 31, 2022		5,786		5,786
Impairment		—		—
December 31, 2023	$	5,786	$	5,786

Goodwill was acquired with NOLA Lending Group. Goodwill has an indefinite useful life and is not amortized, but tested for impairment at least annually.

F-31

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

6. Mortgage Servicing Rights

Information related to mortgage servicing rights as of December 31 are summarized as follows:

	2023			2022
Book value of mortgage servicing rights beginning of year	$	8,900		$	10,282
Additions from sale of loans		527			1,697
Book value removed from sale of servicing rights		(5,433	)		—
Amortized to expense		(1,763	)		(3,079	)
Book value of mortgage servicing rights end of year	$	2,231		$	8,900
Fair value of mortgage servicing rights	$	6,934		$	18,813
Principal balance of mortgage loans serviced for others not reported as assets	$	986,192		$	1,431,792
Custodial escrows of serviced loans	$	8,794		$	11,495

7. Deposits

Depositor account balances as of December 31 are summarized as follows:

	2023		2022
Negotiable order of withdrawal (NOW)	$	268,379	$	321,107
Savings accounts		127,213		167,402
Money market		108,778		135,255
		504,370		623,764
Certificates of deposit		174,362		135,309
Wholesale and brokered certificates of deposit		90,556		32,455
	$	769,288	$	791,528

The weighted average interest rate on depositor accounts as of December 31, 2023 and 2022 was 1.23% and 0.21%, respectively.

Included in deposits are certificates of deposit in amounts greater than $250,000 totaling $23 million of account balance and approximately $891 thousand in annual interest expenses for December 31, 2023 and $10 million of account balance and approximately $71 thousand in annual interest expense for December 31, 2022. The scheduled maturities of all certificates of deposit at December 31, 2023 were as follows:

2024	$	195,250
2025		31,471
2026		21,792
2027		13,906
2028		2,499
Total	$	264,918

F-32

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

8. Income Taxes

The provision for income tax expense consists of the following for the year ending December 31:

	2023			2022
Current federal expense (benefit)	$	1,246		$	(398	)
Deferred federal expense (benefit)		(916	)		393
Total income taxes	$	330		$	(5	)

There was a receivable balance of federal income taxes of $242 and $241 at December 31, 2023 and 2022, respectively.

Retained earnings at December 31, 2023 and 2022 included approximately $11 million accumulated prior to January 1, 1987 for which no provision for federal income taxes has been made. If this portion of retained earnings is used in the future for any purpose other than to absorb bad debts, it will be added to future taxable income.

The provision for federal income taxes differs from the amount computed by applying the federal income tax statutory rate of 21 percent on net income before income tax expense as indicated in the following analysis for the years ended December 31:

	2023			2022
	(dollars in thousands)
Federal expense based on statutory rate	$	304		$	442
Increase (decrease) resulting from:
Increase in life insurance		(64	)		(58	)
Tax credits and non deductible expenses		90			(389	)
Income taxes	$	330		$	(5	)
Effective rate		22.81	%		0.00	%

For the years ended December 31, 2023 and 2022, the total income tax provision differs from the amount that would be obtained by applying the federal tax rate to income before taxes due to tax exempt interest and certain non-deductible expenses. The tax credits utilized are related to the Federal Rehabilitation credits which were obtained in 2021, and can be carried forward for up to twenty years, if needed.

F-33

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

8. Income Taxes (continued)

The net deferred tax assets, recorded in the balance sheet in other assets, as of December 31, 2023 and 2022 consist of the following:

	2023			2022
Deferred tax asset:
Allowance for credit losses	$	1,303		$	1,533
Federal historic tax credits		520			875
Deferred Compensation		232			55
Intangibles		818			946
Unrealized loss on available-for-sale securities		4,091			5,048
Other		377			342
Subtotal		7,341			8,799
Deferred tax liability:
FHLB stock		(84	)		(50	)
Mortgage servicing rights		(468	)		(1,869	)
Premises and equipment		(1,522	)		(1,579	)
Unrealized gain on available-for-sale securities		—			—
Other		(91	)		(84	)
Subtotal		(2,165	)		(3,582	)
Deferred tax asset, net	$	5,176		$	5,217

9. Other Borrowings

The Bank has a line of credit with the FHLB through which advances are drawn. Pursuant to collateral agreements with the FHLB, advances are secured by a blanket-floating lien on first mortgage loans and cash and investments held at FHLB. The unused portion of the line of credit as of December 31, 2023 and 2022 was approximately $314 million and $269 million, respectively. As of December 31, 2023, the advances had annual maturities and weighted average interest rates as listed below.

			Weighted Average
	Amount		Interest Rate
2024	$	24,200		5.06	%
2025		23,000		2.82	%
2026		5,000		0.98	%
Total	$	52,200		3.68	%

F-34

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

9. Other Borrowings (continued)

As of December 31, 2022, the advances had annual maturities and weighted average interest rates as listed below.

			Weighted Average
	Amount		Interest Rate
2023	$	10,900		1.77	%
2024		3,200		2.32	%
2025		11,000		0.89	%
2026		5,000		0.98	%
Total	$	30,100		1.38	%

As of December 31, 2023, the Bank had $120 million borrowed on the Federal Reserve’s special Bank Term Funding Program. The borrowing carries a fixed rate of 4.84%, matures December 24, 2024, and is prepayable at any time. Collateral for borrowings is the par value of investment securities. On January 16, 2024, the Bank refinanced this borrowing to a rate of 4.76% with a new maturity date of January 16, 2025.

10. Capital Requirements and Other Regulatory Matters

The Bank is subject to various regulatory capital requirements administered by the federal and state 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 Bank’s 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 their assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total, Tier 1, and common equity capital to risk-weighted assets and of Tier 1 capital to average assets. Management believes, as of December 31, 2023 and 2022, that the Bank meets all capital adequacy requirements to which it is subject.

As of the most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, an institution must maintain minimum total risk-based, Tier 1 risk-based, common equity Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since the notification that management believes have changed the Bank’s category.

F-35

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

10. Capital Requirements and Other Regulatory Matters (continued)

In 2014, FDIC adopted final rules implementing the Basel Committee on Banking Supervision’s capital guidelines for U.S. banks. Under the final rules, minimum requirements will increase for both the quantity and quality of capital held by the Bank. The rules include a new common equity Tier 1 capital to risk-weighted assets minimum ratio of 4.5%; raise the minimum ratio of Tier 1 capital to risk-weighted assets from 4.0% to 6.0%; require a minimum ratio of Total capital to risk-weighted assets of 8.0%; and require a minimum Tier 1 leverage ratio of 4.0%. A new capital conservation buffer, comprised of common equity Tier 1 capital, is also established above the minimum regulatory capital requirements. This capital conservation buffer was phased in beginning January 1, 2016 at 0.625% of risk-weighted assets and increased each subsequent year by an additional 0.625% until reaching its final level of 2.5% on January 1, 2019. Strict eligibility criteria for regulatory capital instruments were also implemented under the final rules.

The phase-in period for the final rules began for the Bank on January 1, 2015, with full compliance with all of the final rule’s requirements phased in over a multi-year schedule and fully phased-in January 1, 2019. The Bank’s capital levels remain characterized as “well-capitalized” under the new rules.

The Bank’s actual capital amounts and ratios as of December 31, 2023 and 2022 are presented in the table.

	Actual					Minimum					Well Capitalized
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(dollars in thousands)
December 31, 2023
Tier 1 leverage capital:	$	166,340		14.80	%	$	45,180		4.00	%	$	56,476		5.00	%
Common Equity Tier 1 risk-based capital:	$	166,340		22.67	%	$	33,013		4.50	%	$	47,685		6.50	%
Tier 1 risk-based capital:	$	166,340		22.67	%	$	44,017		6.00	%	$	58,690		8.00	%
Total risk-based capital:	$	172,543		23.52	%	$	58,690		8.00	%	$	73,362		10.00	%
December 31, 2022
Tier 1 leverage capital:	$	165,222		15.83	%	$	41,978		4.00	%	$	52,473		5.00	%
Common Equity Tier 1 risk-based capital:	$	165,222		24.60	%	$	30,228		4.50	%	$	43,663		6.50	%
Tier 1 risk-based capital:	$	165,222		24.60	%	$	40,305		6.00	%	$	53,740		8.00	%
Total risk-based capital:	$	172,520		25.68	%	$	53,740		8.00	%	$	67,174		10.00	%

F-36

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

11. Postretirement and Other Benefit Plans

The Bank has a 401(k) Profit Sharing Plan covering substantially all employees. Annual discretionary employer contributions to the Plan are set by the Board of Directors. There were no discretionary contributions in the years ended December 31, 2023 and 2022. The Plan provides, among other things, that participants in the Plan be able to direct the investment of their account balances within the Plan into alternative investment funds. The Bank matches employee’s contribution up to 4% of compensation. Employer contributions to the Plan totaled approximately $1.1 million and $1.1 million for the years ended December 31, 2023 and 2022, respectively.

The Bank has an unfunded noncontributory defined benefit pension plan that covers board members elected to the board prior to 2016. The plan is not available to future board members. The plan calls for a maximum $30 thousand annual payment to retired directors for their remaining life. Directors vests evenly over a 20-year period. On December 31, 2023 and 2022 there was one retired director receiving a fully vested annual payment. On December 31, 2023 and 2022 there were eight current directors eligible for payments upon retirement from the board. The Bank establishes a pension liability that reflects the present value of expected payments over the expected service period of eligible directors. At December 31, 2023 and 2022 this pension liability was $880 thousand and $685 thousand, respectively, which is included in other liabilities in the accompanying balance sheets.

The Bank has a noncontributory deferred compensation plan for certain executive officers. Each year the board compensation committee may contribute a deferred award based on that year’s performance. The award may compound with interest ranging from 0% to 10% based on annual board compensation committee’s discretion. The payment is awarded to the executive at the end of a 3-year period and must be employed to receive it. The following is information related to the deferred compensation plan:

	2023		2022
Payments made in calendar year	$	246	$	201
Expense for deferred compensation plan	$	210	$	208

	2024		2025		2026
Minimum future payments per year	$	206	$	166	$	238

The minimum future payment above assumes no more discretionary interest is awarded.

12. Commitments and Contingencies

The Bank is involved in various claims and legal proceedings. These cases are, in the opinion of management, ordinary, routine matters incidental to the normal business conducted by the Bank. In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material effect on the financial position of the Bank.

F-37

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

12. Commitments and Contingencies (continued)

The Bank’s financial statements do not reflect various outstanding commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk, interest rate risk and liquidity risk. These commitments and contingent liabilities are commitments to extend credit and standby letters of credit. Commitments to extend credit, consisting primarily of commercial lines-of-credit, revolving credit lines and overdraft protection agreements, include exposure to credit loss in the event of nonperformance of the customer. The Bank’s credit policies and procedures for credit commitments and financial guarantees are the same as those for extensions of credit that are recorded in the balance sheets. Because these instruments have fixed maturity dates, and because many of them expire without being drawn upon, they do not generally present any significant liquidity risk to the Bank. The Bank was not required to perform on any financial guarantees nor did it incur any losses on its commitments for the years ended December 31, 2023 and 2022:

Commitments outstanding as of December 31 were as follows:

	2023		2022
Residential construction	$	14,368	$	1,320
Commercial construction		9,972	$	6,901
Revolving lines of credit and other		158,861		161,917
	$	183,201	$	170,138

The Bank estimates expected credit losses over the contractual period in which the Bank is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. A reserve for unfunded commitments is recorded within other liabilities on the balance sheets, and the related provision is recorded in other general expenses on the statements of operations. The reserve for unfunded commitments was $80 thousand at December 31, 2023.

13. Related Party Transactions

Deposits from related parties held by the Bank at December 31, 2023 and 2022 approximated $2.3 million and $3.3 million, respectively. In the ordinary course of business, the Bank has granted loans to executive officers and directors and their affiliates.

During the years ended December 31, the loan activity was as follows:

	2023			2022
Balance, beginning of the year	$	1,137		$	1,295
Additions		35			48
Payments		(881	)		(206	)
Balance, end of the year	$	291		$	1,137

F-38

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

14. Fair Value

The Bank determines the appropriate level in the fair value hierarchy for each fair value measurement. The level in the fair value hierarchy within which a fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The levels are as follows:

Level 1—quoted prices (unadjusted) in active markets for identical assets or liabilities as of the reporting date. Financial assets and liabilities utilizing Level 1 inputs include active exchange-traded equity securities, exchange-based derivatives, mutual funds and money market funds.

Level 2—inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchanged-based derivatives, commingled investment funds not subject to purchase and sale restrictions and fair-value hedges.

Level 3—unobservable inputs, such as internally-developed pricing models for the asset or liability due to little or no market activity for the asset or liability. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded non-exchange-based instruments with unique characteristics.

Fair Value of Assets Measured on a Recurring Basis

The following describes the valuation methodology used for the Bank’s financial instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Available-for-Sale Securities: Fair values of investment securities available for sale were primarily measured using information from a third-party pricing service. This pricing service provides pricing information by utilizing evaluated pricing models supported with market data information. Standard inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids, offers and reference data from market research publications. If quoted prices were available in an active market, investment securities were classified as Level 1 measurements. If quoted prices were not available in an active market, fair values were estimated primarily by the use of pricing models. Level 2 investment securities were primarily comprised of mortgage-backed securities issued by government agencies and U.S. government-sponsored enterprises. Investment securities are classified within Level 3 when little or no market activity supports the fair value.

Mortgage Loans Held for Sale: The Bank originates mortgage loans that it intends to sell to the secondary market. Mortgage loans held for sale are valued on a recurring basis using a market approach by utilizing either: (i) the fair value of securities backed by similar mortgage loans, adjusted for certain factors to approximate the fair value of a whole mortgage loan, including the value attributable to mortgage servicing and credit risk, (ii) current commitments to purchase loans or (iii) recent observable market trades for similar loans, adjusted for credit risk and other individual loan characteristics. As these prices are derived from market observable inputs, the Bank classifies these valuations as Level 2 in the fair value disclosures.

F-39

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

14. Fair Value (continued)

Derivative Financial Instruments: The Bank enters into derivative financial instruments as part of its hedging strategy and measures these instruments at fair value on a recurring basis in the balance sheets. Forward MBS trades are exchange-traded or traded within highly active dealer markets. In order to determine the fair value of these instruments, the Bank utilizes the exchange price or dealer market price for the particular derivative contract; therefore, these contracts are classified as Level 2. In addition, the Bank enters into interest rate locks with prospective borrowers. These commitments are carried at fair value based on the fair value of underling mortgage loans which are based on observable market data. These commitments are classified as Level 2 in the fair value disclosures, as the valuations are based on market observable inputs.

Fair Value of Assets Measured on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis. The Bank records loans considered impaired at their fair value. A loan is considered impaired if it is probable the Bank will be unable to collect all amounts due according to the contractual terms of the loan agreement. Fair value is measured at the fair value of the collateral for collateral-dependent loans. Impaired loans are classified as Level 2 unless appraised value is either not available, management has determined fair value of the collateral is further impaired below appraised value when the Bank is a seller of collateral, or there is no observable market price. Other real estate owned are initially recorded at fair value less estimated costs to sell. The fair value of other real estate owned is based on property appraisals and an analysis of similar properties available. The Bank classifies repossessed assets as Level 2 assets. The Bank’s impaired loans are included in note 3.

F-40

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

14. Fair Value (continued)

The carrying amounts and estimated fair values of financial instrument as of December 31, 2023 and 2022, were as follows:

	Carrying		Fair
	Amount		Value		Level 1		Level 2		Level 3
December 31, 2023
Financial assets:
Cash and due from banks	$	5,795	$	5,795	$	5,795	$	—	$	—
Interest-bearing cash equivalents	$	81,313	$	81,313	$	81,313	$	—	$	—
Securities available for sale	$	249,898	$	249,898	$	—	$	249,898	$	—
Loans held for sale	$	22,576	$	22,576	$	—	$	22,576	$	—
Loans held for investment	$	659,481	$	661,600	$	—	$	661,600	$	—
Derivative assets	$	184	$	184	$	—	$	184	$	—
Accrued interest receivable	$	5,506	$	5,506	$	—	$	—	$	5,506
Financial Liabilities:
Deposits	$	769,288	$	706,000	$	—	$	706,000	$	—
Escrows	$	11,774	$	11,774	$	11,774	$	—	$	—
Other borrowings	$	172,200	$	171,160	$	—	$	171,160	$	—
Accrued interest payable	$	524	$	524	$	—	$	—	$	524
December 31, 2022
Financial assets:
Cash and due from banks	$	8,137	$	8,137	$	8,137	$	—	$	—
Interest-bearing cash equivalents	$	52,600	$	52,600	$	52,600	$	—	$	—
Securities available for sale	$	270,118	$	270,118	$	—	$	270,118	$	—
Loans held for sale	$	17,110	$	17,110	$	—	$	17,110	$	—
Loans held for investment	$	548,831	$	555,382	$	—	$	555,382	$	—
Derivative assets	$	384	$	384	$	—	$	384	$	—
Accrued interest receivable	$	4,658	$	4,658	$	—	$	—	$	4,658
Financial Liabilities:
Deposits	$	791,528	$	691,624	$	—	$	691,624	$	—
Escrows	$	14,157	$	14,157	$	14,157	$	—	$	—
Other borrowings	$	30,100	$	28,492	$	—	$	28,492	$	—
Accrued interest payable	$	20	$	20	$	—	$	—	$	20

F-41

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

15. Mortgage Banking Derivatives

Commitments to fund certain mortgage loans (interest rate locks, or “IRLs”) to be sold into the secondary market and forward commitments (“Forwards”) for the future delivery of residential mortgage bonds are considered derivatives. The Bank enters into Forwards for the future delivery of residential mortgage bonds when interest rate lock commitments are entered into in order to economically hedge the effect of changes in interest rates resulting from its commitments to fund the loans. These mortgage banking derivatives are not designated in hedge accounting relationships. Fair values were estimated based on changes in mortgage interest rates from the date of the commitments. The net change in fair market value of IRLs are recorded in other non-interest income. The net change in fair market value and the cost to close Forwards are recorded as hedging activity in non-interest expenses.

The net gains (losses) relating to these free-standing derivative instruments used for risk management are summarized below as of December 31:

	Revenue Classification	2023			2022
IRLs	Gain (Loss) on sale of mortgage loans	$	54		$	(1,456	)
Forwards	Hedging activity, net		(247	)		4,904
Total		$	(193	)	$	3,448

The following table reflects the amount and market value of mortgage banking derivatives included in the Balance Sheets at December 31:

	2023					2022
	Notional		Fair			Notional		Fair
	Amount		Value			Amount		Value
IRLs	$	28,013	$	481		$	30,637	$	428
Forwards	$	23,500	$	(297	)	$	27,000	$	(44	)
Total	$	51,513	$	184		$	57,637	$	384

F-42

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

16. Segment Information

Accounting policies for segments are the same as those described in Note 1. Segment performance is primarily evaluated using operating revenue. Loans held for investment, securities, and deposits provide revenues in the banking operation, and loan sales, interest on loans held for sale, and servicing fees provide revenues in mortgage banking. Income taxes are allocated, and material indirect expenses are allocated by volume. Information reported internally for performance assessment follows:

			Mortgage			Total
	Banking		Banking			Segments
2023:
Net Interest income	$	40,628	$	3,540		$	44,168
Gain on sale of mortgage loans		—		12,526			12,526
Other revenue		4,013		8,386			12,399
Total operating revenue	$	44,641	$	24,452		$	69,093
Salaries and employee benefits	$	21,114	$	19,615		$	40,729
Mortgage servicing rights amortization		—		1,763			1,763
Hedging activity, net		—		247			247
Other expenses		18,031		6,795			24,826
Income tax expense (benefit)		1,074		(727	)		347
Total expenses	$	40,219	$	27,693		$	67,912
Segment profit	$	4,422	$	(3,241	)	$	1,181
Segment assets	$	1,090,761	$	34,171		$	1,124,932
2022:
Net Interest income	$	37,922	$	3,644		$	41,566
Gain on sale of mortgage loans		—		14,477			14,477
Other revenue		4,392		3,672			8,064
Total operating revenue	$	42,314	$	21,793		$	64,107
Salaries and employee benefits	$	18,434	$	23,519		$	41,953
Mortgage servicing rights amortization		—		3,079			3,079
Hedging activity, net		—		(4,904	)		(4,904	)
Other expenses		15,097		6,777			21,874
Income tax expense (benefit)		1,580		(1,585	)		(5	)
Total expenses	$	35,111	$	26,886		$	61,997
Segment profit	$	7,203	$	(5,093	)	$	2,110
Segment assets	$	981,043	$	26,224		$	1,007,267

F-43

FIDELITY BANK

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(dollar amounts in thousands unless otherwise noted)

17. Subsequent Events

Management has evaluated subsequent events through the date that the financial statements were available to be issued, March 1, 2024 and determined that the following matter required additional disclosure. No other subsequent events occurring after this date have been evaluated for inclusion in these financial statements.

On February 28, 2024, the Board of Directors of the Bank adopted a plan of conversion (the “Plan”). The Plan is subject to the approval of the Federal Deposit Insurance Corporation and the Louisiana Office of Financial Institutions and must be approved by the affirmative vote of at least a majority of the votes eligible to be cast by the voting members of the Bank at a special meeting. The Plan sets forth that the Bank proposes to convert into a stock savings bank structure with the establishment of a stock holding company (FB Bancorp, Inc.), as parent of the Bank. The Bank will convert to the stock form of ownership, followed by the issuance of all of the Bank’s outstanding stock to FB Bancorp, Inc. Pursuant to the Plan, the Bank will determine the total offering value and number of shares of common stock based upon an independent appraiser’s valuation. The stock will be priced at $10.00 per share. In addition, the Bank’s Board of Directors will adopt an employee stock ownership plan which will subscribe for up to 8% of the common stock sold in the offering. FB Bancorp, Inc. is organized as a corporation under the laws of the State of Maryland and will own all of the outstanding common stock of the Bank upon completion of the conversion. The conversion will be accounted for as a change in corporate form with the historic basis of the Bank’s assets, liabilities and equity unchanged as a result.

F-44

No person has been authorized to give any information or to make any representation other than as contained in this prospectus and, if given or made, such other information or representation must not be relied upon as having been authorized by FB Bancorp, Inc. or Fidelity Bank. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby to any person in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this prospectus nor any sale hereunder shall under any circumstances create any implication that there has been no change in the affairs of FB Bancorp, Inc. or Fidelity Bank since any date as of which information is furnished herein or since the date of this prospectus.

Up to 17,250,000 Shares

(Subject to Increase to up to 19,837,500 Shares)

FB Bancorp, Inc.

(Proposed Holding Company for Fidelity Bank)

COMMON STOCK

par value $0.01 per share

PROSPECTUS

_________, 2024

These securities are not deposits or accounts and are not federally insured or guaranteed.

Until ___________, 2024, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II: INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable in connection with the sale of shares of our common stock being registered.

*	Registrant’s Legal Fees and Expenses	$	800,000
*	Registrant’s Accounting Fees and Expenses, Including Tax Opinion Fees		120,000
*	Marketing Agent Fees and Expenses(1)		1,695,655
*	Records Management Agent’s Fees and Expenses		70,000
*	Appraisal Fees and Expenses		86,200
*	Printing, Postage, Mailing and EDGAR Fees		250,000
*	Filing Fees (LOFI, Nasdaq, FINRA, SEC)(1)		111,036
*	Transfer Agent Fees and Expenses		35,000
*	Business Plan Fees and Expenses		77,500
*	Proxy Solicitation Fees and Expenses		15,000
*	Other		45,000
*	Total	$	3,305,391

* Estimated.

(1) Estimated at the adjusted maximum of the offering range, assuming 100% of the shares are sold in the subscription offering.

Item 14. Indemnification of Directors and Officers

Articles 10 and 11 of the Articles of Incorporation of FB Bancorp, Inc. (the “Corporation”) set forth circumstances under which directors, officers, employees and agents of the Corporation may be insured or indemnified against liability which they incur in their capacities as such. References to the MGCL refer to Maryland General Corporation Law:

ARTICLE 10. Indemnification, etc. of Directors and Officers.

A. Indemnification. The Corporation shall indemnify (1) its current and former directors and officers, whether serving the Corporation or at its request any other entity, to the fullest extent required or permitted by the MGCL now or hereafter in force and (2) other employees and agents to such extent as shall be authorized by the Board of Directors and permitted by law; provided, however, that, except as provided in Section B of this Article 10 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in Section A of this Article 10 shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the MGCL requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director of officer, indemnification shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise.

B. Procedure. If a claim under Section A of this Article 10 is not paid in full by the Corporation within 60 days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the

II-1

terms of an undertaking, the indemnitee shall also be entitled to be reimbursed the expense of prosecuting or defending such suit. It shall be a defense to any action for advancement of expenses that the Corporation has not received both (i) an undertaking as required by law to repay such advances in the event it shall ultimately be determined that the standard of conduct has not been met and (ii) a written affirmation by the indemnitee of his or her good faith belief that the standard of conduct necessary for indemnification by the Corporation has been met. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard for indemnification set forth in the MGCL. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the MGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article 10 or otherwise shall be on the Corporation.

C. Non-Exclusivity. The rights to indemnification and to the advancement of expenses conferred in this Article 10 shall not be exclusive of any other right that any Person may have or hereafter acquire under any statute, these Articles, the Corporation’s Bylaws, any agreement, any vote of stockholders or the Board of Directors, or otherwise.

D. Insurance. The Corporation may maintain insurance, at its expense, to insure itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such Person against such expense, liability or loss under the MGCL.

E. Miscellaneous. The Corporation shall not be liable for any payment under this Article 10 in connection with a claim made by any indemnitee to the extent such indemnitee has otherwise actually received payment under any insurance policy, agreement, or otherwise, of the amounts otherwise indemnifiable hereunder. The rights to indemnification and to the advancement of expenses conferred in Sections A and B of this Article 10 shall be contractual rights and such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

F. Limitations Imposed by Federal Law. Notwithstanding any other provision set forth in this Article 10, in no event shall any payments made by the Corporation pursuant to this Article 10 exceed the amount permissible under applicable federal law, including, without limitation, Section 18(k) of the Federal Deposit Insurance Act and the regulations promulgated thereunder.

Any repeal or modification of this Article 10 shall not in any way diminish any rights to indemnification or to an advancement of expenses of such director or officer or the obligations of the Corporation arising hereunder with respect to events occurring, or claims made, while this Article 10 is in force.

ARTICLE 11. Limitation of Liability. An officer or director of the Corporation, as such, shall not be liable to the Corporation or its stockholders for money damages, except (A) to the extent that it is proved that the Person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received; or (B) to the extent that a judgment or other final adjudication adverse to the Person is entered in a proceeding based on a finding in the proceeding that the Person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding; or (C) to the extent otherwise provided by the MGCL. If the MGCL is amended to further eliminate or limit the personal liability of officers and directors, then the personal liability of officers and directors of the Corporation shall be eliminated or limited to the fullest extent permitted by the MGCL, as so amended.

II-2

Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.

Item 15. Recent Sales of Unregistered Securities

Not applicable.

Item 16. Exhibits and Financial Statement Schedules:

The exhibits and financial statement schedules filed as part of this registration statement are as follows:

(a) List of Exhibits

1.1	Engagement Letters between Fidelity Bank and Performance Trust Capital Partners, LLC
1.2	Form of Agency Agreement between Fidelity Bank, FB Bancorp, Inc. and Performance Trust Capital Partners, LLC*
2	Plan of Conversion of Fidelity Bank
3.1	Articles of Incorporation of FB Bancorp, Inc.
3.2	Bylaws of FB Bancorp, Inc.
4	Form of Common Stock Certificate of FB Bancorp, Inc.
5	Opinion of Luse Gorman, PC regarding legality of securities being registered
8.1	Federal Tax Opinion of Luse Gorman, PC
8.2	State Tax Opinion of Jones Walker LLP
10.1	Employment Agreement between Fidelity Bank and Christopher S. Ferris
10.2	Employment Agreement between Fidelity Bank and Katherine A. Crosby*
10.3	Fidelity Bank Executive Severance Plan
10.4	Fidelity Bank Performance-Based Deferred Compensation Plan
10.5	Fidelity Bank Amended and Restated Director Retirement Plan
21	Subsidiaries of FB Bancorp, Inc.
23.1	Consent of Luse Gorman, PC (set forth in Exhibits 5 and 8.1)
23.2	Consent of EisnerAmper LLP
23.3	Consent of Jones Walker LLP with respect to state tax opinion (set forth in Exhibit 8.2)
23.4	Consent of FinPro, Inc.
24	Power of Attorney (set forth on the signature page to this Registration Statement)
99.1	Engagement Letter with FinPro, Inc. to serve as appraiser
99.2	Letter of FinPro, Inc. with respect to subscription rights
99.3	Appraisal Report of FinPro, Inc.
99.4	Marketing Materials
99.5	Stock Order and Certification Form
99.6	Letter of FinPro, Inc. with respect to liquidation rights
107	Filing Fee Table

* To be filed by amendment.

(b) Financial Statement Schedules

No financial statement schedules are filed because the required information is not applicable or is included in the consolidated financial statements or related notes.

II-3

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(5) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

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(6) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(8) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New Orleans, State of Louisiana, on March 4, 2024.

FB BANCORP, INC.
By:	/s/ Christopher Ferris
	Christopher Ferris
	President and Chief Executive Officer
	(Duly Authorized Representative)

POWER OF ATTORNEY

We, the undersigned directors of FB Bancorp, Inc. (the “Company”), severally constitute and appoint Christopher Ferris with full power of substitution, our true and lawful attorney and agent, to do any and all things and acts in our names in the capacities indicated below which said Christopher Ferris may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-1 relating to the offering of the Company common stock, including specifically, but not limited to, power and authority to sign for us or any of us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby approve, ratify and confirm all that said William Taylor shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ Christopher Ferris Christopher Ferris	President and Chief Executive Officer and Director (Principal Executive Officer)	March 4, 2024
/s/ Todd Wanner Todd Wanner	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	March 4, 2024
/s/ Katherine Crosby Katherine Crosby	Chairwoman	March 4, 2024
/s/ Gerry Barousse, Jr. Gerry Barousse, Jr.	Director	March 4, 2024
/s/ J. Luis Baños, Jr. J. Luis Baños, Jr.	Director	March 4, 2024
/s/ Mahlon Sanford Mahlon Sanford	Director	March 4, 2024
/s/ Stephen Hales Stephen Hales	Director	March 4, 2024

/s/ W. Anderson Baker, III W. Anderson Baker, III	Director	March 4, 2024
/s/ Wendy Beron Wendy Beron	Director	March 4, 2024
/s/ Mark Romig Mark Romig	Director	March 4, 2024
/s/ Todd G. Schexnayder Todd G. Schexnayder	Director	March 4, 2024

EX-1.1

Exhibit 1.1

CONFIDENTIAL

September 19, 2023

Chris Ferris

President & CEO

Fidelity Bank

353 Carondelet Street

New Orleans, LA 70130

Dear Mr. Ferris

We understand that the Board of Directors of Fidelity Bank (the “Bank”) is considering the adoption of a Plan of Conversion (the “Plan”) pursuant to which the Bank will convert to stock form and in connection therewith (A) reorganize into the holding company form (the “Conversion”) and (B) issue shares (the “Shares”) of common stock (the “Common Stock”) of a newly organized stock holding company (the “Holding Company”) to be offered and sold in a public offering. The Holding Company and the Bank are sometimes collectively referred to herein as the “Company” and their respective boards of directors are sometimes collectively referred to as the “Boards.” Performance Trust Capital Partners, LLC (“Performance Trust”) is pleased to assist the Company on a best-efforts basis with the Offering (as defined below), and this letter (the “Agreement”) shall confirm the terms and conditions of our engagement as exclusive marketing agent to the Company.

It is Performance Trust’s understanding that under the terms of the Plan and applicable regulations, the Shares will be offered first to eligible members of the Bank and the Bank’s tax-qualified employee stock benefit plans (the “Subscription Offering”). Subject to the prior rights of subscribers in the Subscription Offering, the Shares may be offered in a community offering, with a preference given in the community offering to residents of the communities served by the Bank (the “Direct Community Offering,” and together with the Subscription Offering, the “Subscription and Community Offering”). Shares not subscribed for in the Subscription Offering and any Direct Community Offering may be offered in a syndicated community offering in consultation with the Company by Performance Trust on a best efforts basis (the “Syndicated Community Offering” and together with the Subscription and Community Offering, the “Offering”). Performance Trust may, in consultation with the Company, form a syndicate of registered dealers to assist in any Syndicated Community Offering.

SERVICES

Performance Trust will act as exclusive marketing agent for the Company in the Offering. We will work with the Company and its management, counsel, accountants and other advisors on the Offering and anticipate that our services (the “Services”) will include the following, each as may be necessary and as the Company may reasonably request:

1. Consulting as to the marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered to the public in the Offering;

2. Reviewing with the Boards the financial impact of the Offering on the Company, based upon an independent appraiser’s valuation of the common stock;

3. Reviewing all offering documents, including the prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents will be the responsibility of the Company and its counsel);

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4. Assisting in the design and implementation of a marketing strategy for the Offering;

5. Assisting Company management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offering; and

6. Providing such other general advice and assistance as may be reasonably requested to promote the successful completion of the Offering.

SUBSCRIPTION AND COMMUNITY OFFERING FEES

If the Offering is consummated, the Company agrees to pay Performance Trust a Success Fee equal to 0.95% of the aggregate Actual Purchase Price of the Shares sold in the Subscription Offering and 1.50% of the aggregate Actual Purchase Price of the Shares sold in the Direct Community Offering, excluding Shares purchased by or on behalf of: (i) any “accredited institutional investor,” as defined below, which shall be subject to a Success Fee as set forth below; (ii) any employee benefit plan or trust of the Company established for the benefit of its directors, officers and employees; (iii) any charitable foundation established by the Company (or any shares contributed to such a charitable foundation); and (iv) any director, trustee, corporator, officer or employee of the Company (referred to herein as “Insiders”) or members of the Immediate Family of any Insider (whether directly or through a personal trust);. “Immediate Family” includes the spouse, parents, siblings and children of Insiders who live in the same house as the Insiders. For purposes of this Agreement, the term “Actual Purchase Price” shall mean the price at which the Shares of Common Stock are sold in the Offering.

The Success Fee for Common Stock sold in the Direct Community Offering to certain purchasers shall be equal to five percent (5.00%) of the Actual Purchase Price of the Shares sold to such purchasers in the Direct Community Offering (the “Institutional Purchaser Success Fee”), and not the 1.50% Success Fee referenced above, if the following conditions are met: 1) the purchaser of the Shares must meet the qualifications necessary to be deemed an “accredited investor” as set forth in 17 CFR § 230.501, excluding natural persons as defined in 230.501(a)(5)-(6), and 2) the sale of the Shares to such purchasers must have been solicited and/or initiated by Performance Trust. The Company may request information from Performance Trust which evidences the satisfaction of the conditions for the payment of the Institutional Purchaser Success Fee.

If (a) Performance Trust’s engagement hereunder is terminated for any of the reasons provided for under the second paragraph of the section of this letter captioned “Definitive Agreement,” or (b) the Offering is terminated by the Company, no fees shall be payable by the Company to Performance Trust hereunder; however, the Company shall reimburse Performance Trust for the reasonable out-of-pocket expenses (including legal fees) incurred by or on behalf of Performance Trust in connection with its engagement hereunder and for any fees and expenses incurred by Performance Trust on behalf of the Company pursuant to the second paragraph under the section captioned “Costs and Expenses” below.

All fees and expense reimbursements payable to Performance Trust hereunder shall be payable in immediately available funds at the time of the closing of the Offering, or upon the termination of Performance Trust’s engagement hereunder or termination of the Offering, as the case may be. In recognition of the long lead times involved in the stock offering process, the Company has agreed to make an advance payment (the “Management Fee”) to Performance Trust in the amount of Thirty Thousand Dollars ($30,000). In the event that the Management Fee exceeds the amount due in payment of fees and reimbursement of expenses hereunder, the excess shall be promptly refunded to the Company. The Management Fee will be credited against any payment hereunder of the Success Fee and the Institutional Purchaser Success Fee.

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SYNDICATED COMMUNITY OFFERING

If any shares of the Common Stock remain available after the expiration of the Subscription and Community Offering, at the request of the Company and subject to the continued satisfaction of the conditions set forth in the second paragraph under the section captioned “Definitive Agreement” below, Performance Trust will seek to sell such Common Stock in a Syndicated Community Offering on a best efforts basis, subject to the terms and conditions to be set forth in a selected dealers agreement, and may, in consultation with the Company, form a syndicate of registered dealers to assist in such efforts. With respect to any Shares of Common Stock sold by Performance Trust or any other FINRA member firm under any selected dealers agreements in a Syndicated Community Offering, the Company agrees to pay a commission of five percent (5.00%) of the aggregate Actual Purchase Price of the Shares of Common Stock sold in such Syndicated Community Offering. Performance Trust will endeavor to distribute the Common Stock among dealers in a fashion that best meets the distribution objectives of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain selected dealers. It is understood that in no event shall Performance Trust be obligated to take or purchase any shares of the Common Stock in the Offering.

COSTS AND EXPENSES

In addition to any fees that may be payable to Performance Trust hereunder and the expenses to be borne by the Company pursuant to the following paragraph, the Company agrees to reimburse Performance Trust, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its engagement hereunder, regardless of whether the Offering is consummated, including, without limitation, legal fees and expenses, communications, syndication and travel expenses, up to a maximum of One Hundred and Fifty Thousand Dollars ($150,000) for legal fees and expenses, and Sixty Thousand Dollars ($60,000) for all other out-of-pocket expenses, which may be increased to Seventy-Five Thousand Dollars ($75,000) in the event of resolicitation of subscribers; provided, however, that Performance Trust shall document such expenses to the reasonable satisfaction of the Company. The provisions of this paragraph are not intended to apply to or in any way impair the indemnification provisions of this letter.

As is customary, the Company will bear all other expenses incurred in connection with the Offering, including, without limitation, (i) the cost of obtaining all securities and bank regulatory approvals, including any required FINRA filing fees; (ii) the cost of printing and distributing the offering materials; (iii) the costs of blue sky qualification, if needed, (including fees and expenses of blue sky counsel) of the Shares in the various states; (iv) OTC or Nasdaq application and listing fees; (v) all fees and disbursements of the Company’s counsel, accountants, records management agent, proxy tabulators and solicitors, transfer agent and other advisors; and (vi) the establishment and operational expenses for the Stock Information Center. In the event Performance Trust incurs any such fees and expenses on behalf of the Company, the Company will reimburse Performance Trust for such fees and expenses whether or not the Offering is consummated.

DUE DILIGENCE REVIEW

Performance Trust’s obligation to perform the services contemplated by this letter shall be subject to the satisfactory completion of such investigation and inquiries relating to the Company and its directors, trustees, officers, agents and employees, as Performance Trust and its counsel in their sole discretion may deem appropriate under the circumstances. In this regard, the Company agrees that, at its expense, it will make available to Performance Trust all information that Performance Trust requests, and will allow Performance Trust the opportunity to discuss with the management of the Company the financial condition, business and operations of the Company. The Company acknowledges that Performance Trust will rely upon the accuracy and completeness of all information received from the Company and its directors, trustees, officers, employees, agents, independent accountants and counsel.

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BLUE SKY MATTERS

Performance Trust and the Company agree that the Company’s counsel shall serve as counsel with respect to blue sky matters in connection with the Offering. The Company will cause such counsel to prepare a Blue Sky Memorandum related to the Offering, including Performance Trust ’s participation therein, and shall furnish Performance Trust a copy thereof addressed to Performance Trust or upon which such counsel shall state Performance Trust may rely.

CONFIDENTIALITY

Except as contemplated in connection with the performance of its services under this agreement, as authorized by the Company or as required by law, regulation, legal process or order of any court or governmental or regulatory authority, Performance Trust agrees that it will treat as confidential all material, non-public information relating to the Company obtained in connection with its engagement hereunder (the “Confidential Information”); provided, however, that Performance Trust may disclose such information to its employees, consultants, agents and advisors who are assisting or advising Performance Trust in performing its services hereunder. As used in this paragraph, the term “Confidential Information” shall not include information that (a) is or becomes generally available to the public other than as a result of a disclosure by Performance Trust in breach of the confidentiality obligations contained herein, (b) was available to Performance Trust on a non-confidential basis prior to its disclosure to Performance Trust by the Company, (c) becomes available to Performance Trust on a non-confidential basis from a person other than the Company who is not otherwise known to Performance Trust to be bound not to disclose such information pursuant to a contractual, legal or fiduciary obligation owed to the Company, or (d) is independently developed by Performance Trust without use of or reference to the Confidential Information disclosed hereunder.

Upon the written request of the Company, Performance Trust will promptly return, destroy or cause the return or destruction of all Confidential Information in written form or set forth in other tangible media provided to it by or on behalf of the Company (in each case including all copies); provided, however, that nothing herein will be construed to limit Performance Trust’s ability to retain archival or backup copies of Confidential Information as may be required to fulfill its legal and regulatory obligations or its compliance and recordkeeping obligations, policies or procedures. Performance Trust shall confirm to the Company in writing any destruction of materials. Confidential Information not returned or destroyed (including oral Confidential Information) shall remain subject to the confidentiality obligations set forth in this Agreement. The Company represents that it has all rights necessary to disclose or provide Confidential Information to Performance Trust under the terms hereof and that such Confidential Information will not contain or reflect any material inaccuracies or omissions.

If Performance Trust is requested or required under applicable law or regulation, or by questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other legally binding process, to disclose any Confidential Information relating to the Company, Performance Trust (if practicable and legally permitted to do so) will provide the Company with prompt notice (written, if practicable) of any such request or requirement and otherwise provide commercially reasonable cooperation to the Company (at the Company’s expense) so that the Company may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. Notwithstanding the foregoing, no such notice shall be required in the case of a routine audit or regulatory or administrative exam or review of Performance Trust not specifically related to the Company. Performance Trust (A) may furnish that portion of the Confidential Information that it is legally compelled to disclose and shall if practicable request that confidential treatment will be accorded to such information by the party compelling such disclosure, and (B) will not oppose action by the Company to obtain an appropriate protective order or other assurance that confidential treatment will be accorded the Confidential Information.

The Company hereby acknowledges and agrees that the financial models and presentations used by Performance Trust in performing its services hereunder have been developed by and are proprietary to Performance Trust and are protected under applicable law, and agrees that it will not reproduce or distribute all or any portion of such models or presentations without the prior written consent of Performance Trust.

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INDEMNIFICATION

Each of the Bank and the Holding Company, jointly and severally, agrees to indemnify and hold Performance Trust and its affiliates and their respective partners, directors, officers, employees, agents and controlling persons within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended (collectively the “Performance Trust Indemnified Parties” and each such person being an “Performance Trust Indemnified Party”) harmless from and against any and all losses, claims, damages and liabilities, joint or several, to which such Performance Trust Indemnified Party may become subject under applicable federal or state law, or otherwise, (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the offering documents, including documents described or incorporated by reference therein, or in any other written or oral communication provided by or on behalf of the Holding Company or the Bank to any actual or prospective purchaser of the Shares or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) arising out of or based in whole or in part on any inaccuracy in the representations or warranties of the Holding Company or the Bank contained in any agency agreement, or any failure of the Holding Company or the Bank to perform its respective obligations thereunder or (iii) related to or arising out of the Offering or the engagement of Performance Trust pursuant to, or the performance by Performance Trust of the services contemplated by, this letter, and will reimburse any Performance Trust Indemnified Party for all expenses (including reasonable legal fees and expenses) as they are incurred, including expenses incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party; provided, however, that the Company will not be liable to Performance Trust in its capacity as marketing agent (a) to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon any untrue statement of a material fact or the omission of a material fact required to be stated therein or necessary to make not misleading any statements contained in any final prospectus, or any amendment or supplement thereto, made in reliance on and in conformity with written information furnished to the Company by Performance Trust expressly for use therein, or (b) under clause (iii) of this paragraph to the extent that it is finally determined by the non-appealable decision of a court of competent jurisdiction that any such loss, claim, damage, liability or expense is primarily attributable to the gross negligence, bad faith or willful misconduct of Performance Trust. If the foregoing indemnification is unavailable for any reason other than for the reasons stated in subparagraph (a) or (b) above, the Company agrees to contribute to such losses, claims, damages, liabilities and expenses in the proportion that its financial interest in the Offering bears to that of Performance Trust; provided, however, in no event shall Performance Trust’s aggregate contribution to the amount paid or payable exceed the aggregate amount of fees actually received by Performance Trust pursuant to the provisions of this a Agreement. The Company further agrees that neither Performance Trust nor any of its controlling persons, affiliates, partners, directors, officers, employees or consultants shall have any liability to the Holding Company or the Bank or any person asserting claims on behalf of or in right of the Holding Company or the Bank for any losses, claims, damages, liabilities or expenses arising out of or relating to this agreement or the services to be rendered by Performance Trust hereunder, unless it is finally judicially determined by the non-appealable decision of a court of competent jurisdiction, that such losses, claims, damages, liabilities or expenses resulted directly from the gross negligence, bad faith or willful misconduct of Performance Trust.

Each of the Bank and the Holding Company agrees to notify Performance Trust promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to any transaction contemplated by this Agreement. Each of the Bank and the Holding Company will not, without Performance Trust’s prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any claim, action or proceeding in respect of which indemnity may be sought hereunder, whether or not any Performance Trust Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an explicit and unconditional release of each Performance Trust Indemnified Party from any liabilities arising out of such claim, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Performance Trust

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Indemnified Party. If the Holding Company or the Bank enters into any agreement or arrangement with respect to, or effects, any proposed sale, exchange, dividend or other distribution or liquidation of all or substantially all of its assets in one or a series of transactions, the Bank or the Holding Company, as the case may be, shall provide for the assumption of its obligations under this section by the purchaser or transferee of such assets or another party reasonably satisfactory to Performance Trust.

In no event shall a Performance Trust Indemnified Party be liable for any consequential, indirect, incidental, or special damages. The defense, indemnity, reimbursement, contribution and other obligations and agreements of Bank and the Holding Company set forth herein shall apply to any modifications of this Agreement, and shall be in addition to any liability which Performance Trust may otherwise have. The rights of the indemnified parties under this Agreement shall be in addition to any rights that any Performance Trust Indemnified Party may have at common law, in equity, or otherwise. For the sole purpose of enforcing and otherwise giving effect to the provisions of this Agreement, the Bank and the Holding Company hereby consent to personal jurisdiction and service and venue in any court in which any claim which is subject to this Agreement is brought against the Performance Trust Indemnified Parties.

The reimbursement, indemnity and contribution obligations of each of the Bank and the Holding Company set forth herein shall apply to any modification of this Agreement and shall remain in full force and effect regardless of any termination of, or the completion of any indemnified person’s services hereunder.

Notwithstanding any other provision set forth in this Agreement, in no event shall any payments made by the Bank or the Holding Company pursuant to this Agreement exceed the amount permissible under applicable federal law, including, without limitation, Section 18(k) of the Federal Deposit Insurance Act and the regulations promulgated thereunder.

MATTERS RELATING TO ENGAGEMENT

The Company acknowledges and agrees that Performance Trust has been engaged solely as an independent contractor to provide the Services set forth herein. In rendering such Services, Performance Trust will be acting solely pursuant to a contractual relationship on an arm’s length basis with respect to such Services (including in connection with determining the terms of each Investment) and not as a fiduciary to the Company or any other person. Additionally, the Company acknowledges that Performance Trust is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and Performance Trust shall have no responsibility or liability to the Company with respect thereto. The Company also acknowledges that nothing in this Agreement is intended to create duties to the Company beyond those expressly provided for in this Agreement or to create duties of any kind to the Company’s creditors or security holders, and Performance Trust and the Company specifically disclaim the creation of any fiduciary relationship between, or the imposition of any fiduciary duties on, either party. Finally, the Company agrees that Performance Trust may perform the Services contemplated hereby in conjunction with its affiliates, and that any affiliates of Performance Trust performing Services hereunder shall be entitled to the benefits and be subject to the terms of this Agreement.

The Company acknowledges that Performance Trust is a securities firm engaged in securities, trading and brokerage activities and providing investment banking and financial advisory services. In addition, Performance Trust and its affiliates may from time to time perform various investment banking and financial advisory services for other clients and customers who may have conflicting interests with respect to you. The Company also acknowledges that Performance Trust and its affiliates have no obligation to use, in connection with this engagement or to furnish the Company, confidential information obtained from other persons.

It is understood that the provisions herein relating to the payment of fees and expenses and those relating to governing law and submission to jurisdiction, and those contained under the captions “Confidentiality” and “Indemnification” will survive any termination of this Agreement.

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REPRESENTATIONS

Each of the Bank and the Holding Company represents and warrants that it has all requisite power and authority to enter into and carry out the terms and provisions of this Agreement, the execution, delivery and performance of this Agreement does not breach or conflict with any agreement, document or instrument to which it is a party or bound and this Agreement has been duly authorized, executed and delivered by it.

DEFINITIVE AGREEMENT

Performance Trust and the Company agree that (a) except as set forth in clause (b), the foregoing represents the general intention of the Company and Performance Trust with respect to the Services to be provided by Performance Trust in connection with the Offering, which will serve as a basis for Performance Trust commencing activities, and (b) the only legal and binding obligations of the Company and Performance Trust with respect to the Offering shall be (1) the Company’s obligation to reimburse costs and expenses pursuant to the section captioned “Costs and Expenses,” (2) those set forth under the captions “Confidentiality”, “Representations” and “Indemnification,” and (3) as set forth in a duly negotiated and executed definitive agency agreement (the “Agency Agreement”) to be entered into prior to the commencement of the Offering relating to the services of Performance Trust in connection with the Offering. Such Agency Agreement shall be in form and content satisfactory to Performance Trust and the Company and their respective counsel and shall contain standard indemnification and contribution provisions consistent herewith.

Performance Trust’s execution of such Agency Agreement shall also be subject to (i) Performance Trust’s satisfaction with its investigation of the Company’s business, financial condition and results of operations, (ii) preparation of offering materials that are satisfactory to Performance Trust and its counsel, (iii) compliance with all relevant legal and regulatory requirements to the reasonable satisfaction of Performance Trust, (iv) agreement that the price established by the independent appraiser is reasonable, and (v) market conditions at the time of the commencement of the proposed Offering. Performance Trust may terminate this agreement if such Agency Agreement is not entered into prior to September 30, 2024.

This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to the conflicts of laws principles thereof. The Company and Performance Trust irrevocably agree to waive trial by jury in any action, proceeding, claim or counterclaim brought by or on behalf of either party related to or arising out of this Agreement or the performance of services hereunder.

Each of the parties hereto irrevocably agrees that, except as otherwise set forth in this paragraph, any state or federal court sitting in the City of Chicago shall have exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute arising out of or relating to this Agreement and, for such purposes, irrevocably submits to the jurisdiction of such courts. The Company hereby agrees that service of any process, summons, notice or document by hand delivery or registered mail addressed to the Company, shall be effective service of process for any suit, action or proceeding brought in any such court. The Company irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. The Company agrees that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other court to whose jurisdiction the Company is or may in the future be subject, by suit upon judgment. The Company further agrees that nothing herein shall affect Performance Trust’s right to effect service of process in any other manner permitted by law or to bring a suit, action or proceeding (including a proceeding for enforcement of a judgment) in any other court or jurisdiction in accordance with applicable law. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and can be altered only by written consent signed by the parties.

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Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Performance Trust the duplicate copy of this letter enclosed herewith.

Very truly yours,
PERFORMANCE TRUST CAPITAL PARTNERS, LLC
By:	/s/ Andy Hitt
Name: Andy Hitt
Title: Managing Director

Accepted and agreed to as of the date first above written:
Fidelity Bank
By:	/s/ Chris Ferris
Name: Chris Ferris
Title: President & CEO

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CONFIDENTIAL

September 19, 2023

Chris Ferris

President & CEO

Fidelity Bank

353 Carondelet Street

New Orleans, LA 70130

Dear Mr. Ferris:

We understand that the Board of Directors of Fidelity Bank (the “Bank”) is considering the adoption of a Plan of Conversion (the “Plan”) pursuant to which the Bank will convert to stock form and in connection therewith (A) reorganize into the holding company form (the “Conversion”) and (B) issue shares (the “Shares”) of common stock (the “Common Stock”) of a newly organized stock holding company (the “Holding Company”) to be offered and sold in a public offering. The Holding Company and the Bank are sometimes collectively referred to herein as the “Company” and their respective boards of directors are sometimes collectively referred to as the “Boards.” Performance Trust Capital Partners, LLC (“Performance Trust”) is pleased to assist the Company on a best-efforts basis with the Offering (as defined below), and this letter (the “Agreement”) shall confirm the terms and conditions of our engagement as records agent and stock information center manager to the Company.

It is Performance Trust’s understanding that under the terms of the Plan and applicable regulations, the Shares will be offered first to eligible members of the Bank and the Bank’s tax-qualified employee stock benefit plans (the “Subscription Offering”). Subject to the prior rights of subscribers in the Subscription Offering, the Shares may be offered in a community offering, with a preference given in the community offering to residents of the communities served by the Bank (the “Direct Community Offering,” and together with the Subscription Offering, the “Subscription and Community Offering”). Shares not subscribed for in the Subscription Offering and any Direct Community Offering may be offered in a syndicated community offering in consultation with the Company by Performance Trust on a best efforts basis (the “Syndicated Community Offering” and together with the Subscription and Community Offering, the “Offering”). Performance Trust may, in consultation with the Company, form a syndicate of registered dealers to assist in any Syndicated Community Offering.

SERVICES AND FEES

In our role as Records Agent and Stock Information Center Manager in relation to the transaction contemplated by this Agreement, we anticipate that our services will include the services outlined below, each as may be necessary and as the Company may reasonably request.

• Records Agent services including but not limited to –

• Processing of customer account information as of all record dates, to identify customer subscription and voting rights;

• Consolidation of customer accounts by ownership for voting and offering purposes;

• Coordination with the Company’s financial printer for labeling and mailing of all proxy and offering materials;

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• Provide supporting account information and consult with the Company’s legal counsel for “blue sky” research and required state securities registrations, if needed;

• Assist the Company’s transfer agent with the generation and mailing of DRS ownership statements, interest and refund checks, and 1099-INT statements as required;

• Coordinate proxy tabulation and solicitation efforts to be provided by and independent proxy tabulator and solicitation agent; and

• Act as the Inspector of Election for the special meeting of members, if requested

• Stock Information Center Manager services including but not limited to -

• Stock order management and reporting services;

• Organization and supervision of the Stock Information Center;

• Employee training.

Performance Trust will provide the records agent services contemplated hereby. The parties hereto expressly acknowledge and agree that Performance Trust may, in its discretion as it sees fit, subcontract certain records agent services, including without limitation certain integral data processing functions, to any one or more of its affiliates or non-affiliate third parties. For its services hereunder, the Company agrees to pay Performance Trust a fee of Forty Thousand Dollars ($40,000), with Twenty Thousand Dollars ($20,000) payable upon execution of this Agreement and the balance paid on the day of the closing of the Offering. This fee is based upon the requirements of current regulations and the Plan as currently contemplated. Any unusual or additional items or duplication of service required as a result of a material change in the regulations or the Plan, a material delay, required resolicitation of the Offering or other similar events may result in extra charges that will be covered in a separate agreement if and when they occur and shall not exceed Ten Thousand Dollars ($10,000). The Company will inform Performance Trust within a reasonable period of any changes in the Plan that require changes in Performance Trust’s services. Fees under this Agreement shall be payable in immediately available funds when invoiced.

It is understood that all expenses associated with the operation of the Stock Information Center will be borne by the Company. The Company also agrees to reimburse Performance Trust, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its engagement hereunder, regardless of whether the Offering is consummated, including, without limitation, travel, lodging, food, telephone, postage, data processing and data entry services, communications and other similar expenses, up to a maximum of Thirty Thousand Dollars ($30,000); provided, however, that Performance Trust shall document such expenses to the reasonable satisfaction of the Company. The provisions of this paragraph are not intended to apply to or in any way impair the indemnification provisions of this Agreement.

RELIANCE ON INFORMATION PROVIDED

The Company will provide Performance Trust with such information as Performance Trust may reasonably require to carry out its duties hereunder. The Company recognizes and confirms that Performance Trust (a) will use and rely on such information in performing the services contemplated by this Agreement without having independently verified the same, and (b) does not assume responsibility for the accuracy or completeness of the information provided by the Company.

To help the United States government fight the funding of terrorism and money laundering activities, the federal law of the United States requires all financial institutions to obtain, verify and record information that identifies each person with whom they do business. This means Performance Trust may ask the Company and its significant shareholders or equity holders for certain identifying information and documents, including a government-issued identification number (e.g., a U.S. taxpayer identification number) and copies of documents containing personal identifying information, and such other information or

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documents that Performance Trust and its counsel consider appropriate to verify the bona fide existence of the Company (e.g., certified articles of incorporation, a government-issued business license, a partnership agreement or a trust instrument) and the identities of its significant shareholders or equity holders.

CONFIDENTIALITY

Except as contemplated in connection with the performance of its services under this agreement, as authorized by the Company or as required by law, regulation, legal process or order of any court or governmental or regulatory authority, Performance Trust agrees that it will treat as confidential all material, non-public information relating to the Company obtained in connection with its engagement hereunder (the “Confidential Information”); provided, however, that Performance Trust may disclose such information to its affiliates, partners, directors, employees, agents and advisors who are assisting or advising Performance Trust in performing its services hereunder and who have been directed to comply with the terms and conditions of this section. As used in this section, the term “Confidential Information” shall not include information which (a) is or becomes generally available to the public other than as a result of a disclosure by Performance Trust in breach of the confidentiality obligations contained herein, (b) was available to Performance Trust on a non-confidential basis prior to its disclosure to Performance Trust by the Company, (c) becomes available to Performance Trust on a non-confidential basis from a person other than the Company who is not otherwise known to Performance Trust to be bound not to disclose such information pursuant to a contractual, legal or fiduciary obligation owed to the Company, or (d) is independently developed by Performance Trust without use of or reference to the Confidential Information disclosed hereunder.

Upon the written request of the Company, Performance Trust will promptly, but in any event within ten (10) business days after receipt of such request, return, destroy (to the extent technically practicable) or cause the return or destruction of all Confidential Information in written form or set forth in other tangible media provided to it by or on behalf of the Company (in each case including all copies); provided, however, that nothing herein will be construed to limit Performance Trust’s ability to retain archival copies of Confidential Information as may be required to fulfill its legal and regulatory obligations and its compliance and recordkeeping obligations policies or procedures. Any destruction of materials shall be verified promptly to the Company by Performance Trust in writing. Any Confidential Information that has not been returned or destroyed, including, without limitation, any oral Confidential Information, shall remain subject to the confidentiality obligations set forth in this Agreement.

If Performance Trust is requested or required under applicable law or by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other legally binding process, to disclose any Confidential Information relating to the Company, it is agreed that Performance Trust (if legally permitted to do so) will provide the Company with prompt notice of any such request or requirement (written, if practical) and otherwise provide reasonable cooperation the Company (at the Company’s expense) in order to enable the Company to seek an appropriate protective order or other appropriate remedy or to waive compliance with the provisions of this Agreement. Notwithstanding the foregoing, no such notice shall be required in the case of a routine audit or regulatory or administrative review of Performance Trust not specifically related to the Company. In the event that such protective order or other remedy is not obtained, or to the extent that the Company grants a written waiver hereunder, Performance Trust may furnish that portion (and only that portion) of the Confidential Information, which it is legally compelled to disclose and with respect to which it agrees to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information by the receiving party compelling such disclosure. In any event, Performance Trust will not oppose action by the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.

LIMITATIONS

Performance Trust, as Records Agent and Stock Information Center Manager hereunder, (a) shall have no duties or obligations other than those specifically set forth herein; (b) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any order form or any stock certificates or statements of ownership or the shares represented thereby, and will not be required to and will make no representations as to the validity,

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value or genuineness of the Offering; (c) shall not be liable to any person or entity, including the Company, by reason of any error of judgment or for any act done by it in good faith, or for any mistake of law or fact in connection with this Agreement and the performance hereof; (d) will not be obliged to take any legal action hereunder which might in its judgment involve any expense or liability, unless it shall have been furnished with reasonable indemnity satisfactory to it (as provided for in the Indemnification section below); and (e) may rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telex, telegram, or other document or security delivered to it and in good faith believed by it to be genuine and to have been signed by the proper party or parties.

Anything in this Agreement to the contrary notwithstanding, in no event shall Performance Trust be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Performance Trust has been advised of the likelihood of such loss or damage and regardless of the form of action.

INDEMNIFICATION

In connection with Performance Trust’s engagement to advise and assist the Company as provided herein, each of the Bank and the Holding Company jointly and severally agrees to indemnify and hold Performance Trust and its affiliates and their respective partners, directors, officers, employees, agents and controlling persons within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (Performance Trust and each such person being an “Indemnified Party”) harmless, to the fullest extent permitted by law, from and against any and all losses, direct or class action claims, damages, costs and liabilities, joint or several, to which such Indemnified Party may become subject under applicable federal or state law, or otherwise, related to or arising out of Performance Trust’s role as Records Agent and Stock Information Center Manager or the Offering or the engagement of Performance Trust pursuant to, or the performance by Performance Trust of the services contemplated by, this Agreement, and will reimburse any Indemnified Party for all expenses (including reasonable legal fees and expenses and costs of production or response) as they are incurred, including expenses incurred in connection with the investigation, responding, preparation for or defense of any pending or threatened regulatory inquiry, subpoena or discovery response, claim or any action or other proceeding arising therefrom, whether or not in connection with pending or threatened litigation in which Indemnified Party is a party or inquiry of which Indemnified Party is subject; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense which are finally judicially determined by the non-appealable decision of a court of competent jurisdiction to have resulted primarily from Performance Trust’s gross negligence or willful misconduct.

If the foregoing indemnification is determined to be unavailable for any reason (other than the applicability of the proviso to the immediately preceding sentence), then, in lieu of indemnifying such Indemnified Party, the Company agrees to contribute to such losses, claims, damages, costs, liabilities and expenses (a) in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and Performance Trust, on the other hand, of the engagement provided for in this Agreement or (b) if the allocation provided for in clause (a) above is not available, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (a) but also the relative fault of each of the Company and Performance Trust, as well as any other relevant equitable consideration; provided, however, in no event shall Performance Trust’s aggregate contribution to the amount paid or payable exceed the aggregate amount of fees actually received by Performance Trust under this Agreement. For the purposes of this Agreement, the relative benefits to the Company and to Performance Trust of the engagement under this Agreement shall be deemed to be in the same proportion as (a) the total value paid or contemplated to be paid or received or contemplated to be received by the Company or the Company’s members or other stakeholders, as the case may be, in the Offering that are [is] the subject of the engagement hereunder, whether or not any such Offering is consummated, bears to (b) the fees paid or to be paid to Performance Trust under this Agreement.

The Company agrees to notify Performance Trust promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to any transaction contemplated by this Agreement. The Company will not, without Performance Trust’s prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any claim, action or proceeding in respect of which indemnity may be sought hereunder, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (a) includes an explicit and unconditional release of each Indemnified Party from any liabilities arising out of such claim, action or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

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Notwithstanding any other provision set forth in this Agreement, in no event shall any payments made by the Bank pursuant to this Agreement exceed the amount permissible under applicable federal law, including, without limitation, Section 18(k) of the Federal Deposit Insurance Act and the regulations promulgated thereunder.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and can be altered only by written consent signed by the parties. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to the conflicts of laws principles thereof. The Company and Performance Trust irrevocably agree to waive trial by jury in any action, proceeding, claim or counterclaim brought by or on behalf of either party related to or arising out of this Agreement or the performance of services hereunder.

Each of the parties hereto irrevocably agrees that, except as otherwise set forth in this paragraph, any state or federal court sitting in the City of Chicago shall have exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute arising out of or relating to this Agreement and, for such purposes, irrevocably submits to the jurisdiction of such courts. The Company hereby agrees that service of any process, summons, notice or document by hand delivery or registered mail addressed to the Company, shall be effective service of process for any suit, action or proceeding brought in any such court. The Company irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. The Company agrees that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other court to whose jurisdiction the Company is or may in the future be subject, by suit upon judgment. The Company further agrees that nothing herein shall affect Performance Trust’s right to effect service of process in any other manner permitted by law or to bring a suit, action or proceeding (including a proceeding for enforcement of a judgment) in any other court or jurisdiction in accordance with applicable law. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and can be altered only by written consent signed by the parties.

If the Holding Company or the Bank enters into any agreement or arrangement with respect to, or effects, any proposed sale, exchange, dividend or other distribution or liquidation of all or substantially all of its assets in one or a series of transactions, the Bank or the Holding Company shall provide for the assumption of its obligations under this section by the purchaser or transferee of such assets or another party reasonably satisfactory to Performance Trust.

It is understood that the provisions herein relating to the payment of fees and expenses and those relating to governing law and submission to jurisdiction, and those contained under the captions “Reliance on Information Provided”, “Confidentiality”, “Limitations” and “Indemnification,” will survive any termination of this Agreement.

[Signature page follows]

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Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Performance Trust the duplicate copy of this Agreement enclosed herewith.

Very truly yours,
PERFORMANCE TRUST CAPITAL PARTNERS, LLC
By:	/s/ Andy Hitt
Name: Andy Hitt
Title: Managing Director

Accepted and agreed to as of the date first above written:
Fidelity Bank
By:	/s/ Chris Ferris
Name: Chris Ferris
Title: President & CEO

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EX-2

Exhibit 2

PLAN OF CONVERSION

OF

FIDELITY BANK

TABLE OF CONTENTS

1.	INTRODUCTION	1
2.	DEFINITIONS	1
3.	PROCEDURES FOR CONVERSION	6
4.	APPLICATIONS AND APPROVALS	8
5.	SALE OF SUBSCRIPTION SHARES	8
6.	PURCHASE PRICE AND NUMBER OF SUBSCRIPTION SHARES	9
7.	RETENTION OF OFFERING PROCEEDS BY THE HOLDING COMPANY	10
8.	SUBSCRIPTION RIGHTS OF ELIGIBLE ACCOUNT HOLDERS (FIRST PRIORITY)	10
9.	SUBSCRIPTION RIGHTS OF EMPLOYEE PLANS (SECOND PRIORITY)	11
10.	SUBSCRIPTION RIGHTS OF SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS (THIRD PRIORITY)	11
11.	SUBSCRIPTION RIGHTS OF OTHER MEMBERS (FOURTH PRIORITY)	12
12.	COMMUNITY OFFERING	12
13.	SYNDICATED COMMUNITY OFFERING OR FIRM COMMITMENT UNDERWRITTEN OFFERING	13
14.	LIMITATIONS ON PURCHASES	14
15.	PAYMENT FOR SUBSCRIPTION SHARES	15
16.	MANNER OF EXERCISING SUBSCRIPTION RIGHTS THROUGH ORDER FORMS	16
17.	UNDELIVERED, DEFECTIVE OR LATE ORDER FORM; INSUFFICIENT PAYMENT	17
18.	RESIDENTS OF FOREIGN COUNTRIES AND CERTAIN STATES	17
19.	ESTABLISHMENT OF LIQUIDATION ACCOUNT	18
20.	VOTING RIGHTS OF STOCKHOLDERS	18
21.	RESTRICTIONS ON RESALE OR SUBSEQUENT DISPOSITION	18
22.	REQUIREMENTS FOR STOCK PURCHASES BY DIRECTORS AND OFFICERS FOLLOWING THE CONVERSION	19
23.	TRANSFER OF DEPOSIT ACCOUNTS	20
24.	REGISTRATION AND MARKETING	20
25.	TAX RULINGS OR OPINIONS	20
26.	STOCK BENEFIT PLANS AND EMPLOYMENT AGREEMENTS	20
27.	RESTRICTIONS ON ACQUISITION OF BANK AND HOLDING COMPANY	21
28.	PAYMENT OF DIVIDENDS AND REPURCHASE OF STOCK	22
29.	CONSUMMATION OF CONVERSION AND EFFECTIVE DATE	22
30.	EXPENSES OF CONVERSION	22
31.	AMENDMENT OR TERMINATION OF PLAN	22
32.	CONDITIONS TO CONVERSION	23
33.	INTERPRETATION	23

(i)

PLAN OF CONVERSION

OF

FIDELITY BANK

1. INTRODUCTION

This Plan of Conversion (the “Plan”) provides for the conversion of Fidelity Bank, a Louisiana state-chartered mutual savings bank (the “Bank”), from the mutual into the capital stock form of organization (the “Conversion”). A new stock holding company (the “Holding Company”) will be established as part of the Conversion and will issue Common Stock in connection with the Conversion. The purpose of the Conversion is to convert the Bank to the capital stock form of organization and to raise capital in the Offering. The Holding Company will offer its Common Stock in the Offering upon the terms and conditions set forth in this Plan. The subscription rights granted to Participants in the Subscription Offering are set forth in Sections 8 through 11 hereof. All sales of Common Stock in the Community Offering, the Syndicated Community Offering or the Firm Commitment Underwritten Offering will be at the sole discretion of the Boards of Directors of the Bank and the Holding Company. The Conversion will have no impact on depositors, borrowers or other customers of the Bank (other than as to voting and liquidation rights as set forth in this Plan). After the Conversion, the Bank’s insured deposits will continue to be insured by the FDIC to the fullest extent provided by applicable law.

This Plan has been approved by the Board of Directors of the Bank. This Plan must be approved by a majority of the total number of votes entitled to be cast by Voting Members. The Bank Regulators must approve this Plan and the transactions contemplated by it before it is presented to Voting Members for their approval. In addition, the Holding Company will make any and all filings in a timely manner with the Federal Reserve and the SEC to obtain any requisite regulatory approvals to complete the Conversion.

2. DEFINITIONS

For the purposes of this Plan, the following terms have the following respective meanings:

Account Holder – Any Person holding a Deposit Account in the Bank.

Acting in Concert – The term Acting in Concert means (i) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement; or (ii) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. A person or company that acts in concert with another person or company (“other party”) shall also be deemed to be acting in concert with any person or company that is also acting in concert with that other party, except that any Tax-Qualified Employee Stock Benefit Plan will not be deemed to be acting in concert with its trustee or a Person who serves in a similar capacity solely for the purpose of determining whether stock held by the trustee and stock held by the plan will be aggregated.

Affiliate – When applied to a specified Person, includes any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

Appraised Value Range – The range of the estimated consolidated pro forma market value of the Holding Company, which shall also be equal to the estimated pro forma market value of the total number of Subscription Shares to be issued in the Conversion, as determined by the Independent Appraiser before the Subscription Offering and as it may be amended from time to time thereafter. The maximum and minimum of the Appraised Value Range may vary as much as 15% above and 15% below, respectively, the midpoint of the Appraised Value Range. The maximum of the Appraised Value Range may be increased by up to 15% after the commencement of the Subscription Offering to reflect changes in market or financial conditions or demand for the Common Stock.

Associate – When used to indicate a relationship with any Person, means (i) any corporation or organization (other than the Holding Company, the Bank or a majority-owned subsidiary of the Bank) if the Person is a senior officer or partner or beneficially owns, directly or indirectly, 10% or more of any class of equity securities of the corporation or organization, (ii) any trust or other estate, if the Person has a substantial beneficial interest in the trust or estate or is a trustee or fiduciary of the trust or estate, except that for the purposes of this Plan relating to subscriptions in the Offering and the sale of Subscription Shares following the Conversion, a Person who has a substantial beneficial interest in any Non-Tax-Qualified Employee Stock Benefit Plan or any Tax-Qualified Employee Stock Benefit Plan, or who is a trustee or fiduciary of such plan, is not an associate of such plan, and except that for purposes of aggregating total shares that may be held by Officers and Directors, the term “Associate” does not include any Tax-Qualified Employee Stock Benefit Plan (iii) any Person who is related by blood or marriage to such Person and who lives in the same legal residence as or shares living quarters with such Person and (iv) is a Director or Officer of the Bank, the Holding Company or a subsidiary of the Bank or the Holding Company.

Bank – Fidelity Bank, New Orleans, Louisiana.

Bank Regulators – The OFI, the FDIC and, where applicable, the Federal Reserve.

Code – The Internal Revenue Code of 1986, as amended.

Common Stock – The common stock, par value $0.01 per share, of the Holding Company.

Community Offering – The offering for sale to certain members of the general public directly by the Holding Company of Subscription Shares not subscribed for in the Subscription Offering. The Community Offering may occur concurrently with the Subscription Offering and any Syndicated Community Offering, or upon conclusion of the Subscription Offering.

Control – (including the terms “controlling,” “controlled by,” and “under common control with”) means the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

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Conversion – The conversion of the Bank to stock form pursuant to this Plan, and all steps incident or necessary thereto including the Offering.

Conversion Applications – Applications for approval to effect the Conversion, in such forms as may be prescribed by the FDIC and the OFI, which the Bank will file with the FDIC and the OFI, respectively.

Deposit Account – Any withdrawable account, including, without limitation, savings accounts, time accounts, demand accounts, NOW accounts, money market accounts, certificate accounts and passbook accounts.

Director – A member of the Board of Directors of the Bank or the Holding Company, as appropriate in the context.

Eligible Account Holder – Any Person holding a Qualifying Deposit as of the close of business on the Eligibility Record Date, for purposes of determining subscription rights and establishing subaccount balances in the Liquidation Account.

Eligibility Record Date – The date for determining Eligible Account Holders of the Bank, which is December 31, 2022.

Employees – Any Persons employed by the Bank or the Holding Company. Employees do not include directors or officers of the Bank or the Holding Company.

Employee Plans – Any one or more Tax-Qualified Employee Stock Benefit Plans of the Bank or the Holding Company, including any ESOP and 401(k) Plan.

ESOP – The Bank’s Employee Stock Ownership Plan and related trust.

FDIC – The Federal Deposit Insurance Corporation.

Federal Reserve – The Board of Governors of the Federal Reserve System, including the Federal Reserve Bank of Dallas.

Firm Commitment Underwritten Offering – The offering, at the sole discretion of the Holding Company, of Subscription Shares not subscribed for in the Subscription Offering and any Community Offering, to members of the general public through one or more underwriters. A Firm Commitment Underwritten Offering may occur following the Subscription Offering and the Community Offering as an alternative to a Syndicated Community Offering.

Holding Company – The corporation formed for the purpose of acquiring all of the outstanding shares of capital stock of the Bank to be issued in connection with the Conversion, which shall be incorporated in such State as shall be designated by the Board of Directors. Shares of Common Stock of the Holding Company will be issued in the Conversion to Participants, and possibly others, in the Offering.

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Holding Company Application – The application on such form as may be prescribed by the Federal Reserve, which will be filed by the Holding Company with the Federal Reserve in connection with the Conversion and the formation of the Holding Company.

Independent Appraiser – The independent appraiser retained by the Holding Company and the Bank to prepare an appraisal of the pro forma market value of the Subscription Shares.

Liquidation Account – The account established by the Bank representing the liquidation interests received by Eligible Account Holders and Supplemental Eligible Account Holders in connection with the Conversion in exchange for their interests in the Bank immediately before the Conversion.

Local Community – The Louisiana Parishes of Ascension, Caddo, East Baton Rouge, Jefferson, Lafayette, Orleans, St. Tammany and Tangipahoa.

Meeting of Members – The special meeting or annual meeting of Voting Members, and any adjournments thereof, held to consider and vote upon this Plan.

Member – Any Person that qualifies as a member of the Bank pursuant to its articles of incorporation and bylaws.

OFI – The Louisiana Office of Financial Institutions, including the Superintendent of the Commissioner of Financial Institutions.

Offering – The offering, sale and issuance, pursuant to this Plan, of Common Stock in the Subscription Offering, Community Offering, Syndicated Community Offering or Firm Commitment Underwritten Offering, as the case may be.

Offering Range – The range of the number of shares of Common Stock offered for sale in the Offering. The Offering Range shall equal the quotient of the Appraised Value Range divided by the Subscription Price.

Officer – The chair of the board of directors, president, vice president (but not an assistant vice president, second vice president, or other vice president having authority similar to an assistant or second vice president), secretary, treasurer, or principal financial officer, any other Person performing similar functions, whether incorporated or unincorporated.

Order Form – Any form (together with any cover letter and acknowledgment) sent to any Participant or other Person containing, among other things, a description of the alternatives available to such Person under this Plan and by which any such Person may make elections regarding subscriptions for Subscription Shares.

Other Member – Any Member as of the close of business on the Voting Record Date who is not an Eligible Account Holder or a Supplemental Eligible Account Holder.

Participant – Any Eligible Account Holder, Employee Plan, Supplemental Eligible Account Holder or Other Member.

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Person – An individual, a corporation, a limited liability company, a partnership, a limited liability partnership, an association, an institution, a joint-stock company, a trust, any unincorporated organization, a government or political subdivision of a government or any other organization.

Plan – This Plan of Conversion, as it exists on the date hereof and as it may hereafter be amended in accordance with its terms.

Prospectus – The one or more documents used in offering for sale the Subscription Shares.

Qualifying Deposit – The aggregate balance of all Deposit Accounts in the Bank of (i) an Eligible Account Holder as of the close of business on the Eligibility Record Date, provided the aggregate balance is not less than $50.00, or (ii) a Supplemental Eligible Account Holder as of the close of business on the Supplemental Eligibility Record Date, provided the aggregate balance is not less than $50.00.

Resident – Any Person who occupies a dwelling within the Local Community, has a present intent to remain within the Local Community for a period of time, and manifests the genuineness of that intent by establishing an ongoing physical presence within the Local Community together with an indication that such presence within the Local Community is something other than merely transitory in nature. For a corporation or other business entity to be a Resident, the principal place of business or headquarters of such entity must be in the Local Community. To the extent a Person is a personal benefit plan, the circumstances of the beneficiary shall apply with respect to this definition. In the case of all other benefit plans, circumstances of the trustee shall be examined for purposes of this definition. The Bank may utilize deposit or loan records or such other evidence provided to it to make a determination as to whether a Person is a resident of the Local Community. In all cases, however, such a determination shall be in the sole discretion of the Bank. A Person must be a “Resident” for purposes of determining whether such Person “resides” in the Local Community as such term is used in this Plan.

SEC – The U.S. Securities and Exchange Commission.

Subscription Offering – The offering of Subscription Shares for sale to Participants.

Subscription Price – The price per Subscription Share to be paid by Participants and others in the Offering. The Subscription Price will be determined by the Board of Directors of the Holding Company and fixed before the commencement of the Subscription Offering. The Subscription Price shall be between $5.00 per share and $50.00 per share.

Subscription Shares – Shares of Common Stock offered for sale in the Offering.

Supplemental Eligible Account Holder – Any Person, other than Directors and Officers of the Bank and the Holding Company and their Associates (unless the applicable Bank Regulators grant a waiver permitting a Director or Officer to be included), holding a Qualifying Deposit as of the close of business on the Supplemental Eligibility Record Date, who is not an Eligible Account Holder.

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Supplemental Eligibility Record Date – The date for determining Supplemental Eligible Account Holders, which shall be the last day of the calendar quarter preceding approval of the Conversion by the Bank Regulators. The Supplemental Eligibility Record Date will only occur if Bank Regulators have not approved the Conversion within 15 months after the Eligibility Record Date.

Syndicated Community Offering – The offering, at the sole discretion of the Holding Company, of Subscription Shares not subscribed for in the Subscription Offering and the Community Offering, to members of the general public through a syndicate of broker-dealers. The Syndicated Community Offering may occur concurrently with the Subscription Offering and any Community Offering, or upon conclusion of the Subscription Offering and any Community Offering.

Tax-Qualified Employee Stock Benefit Plan – Any defined benefit plan or defined contribution plan, such as an employee stock ownership plan, stock bonus plan, profit-sharing plan or other plan, which, with its related trust, meets the requirements to be “qualified” under Section 401 of the Code. The Bank may make scheduled discretionary contributions to a tax-qualified employee stock benefit plan, provided such contributions do not cause the Bank to fail to meet its regulatory capital requirements. A “Non-Tax-Qualified Employee Stock Benefit Plan” is any defined benefit plan or defined contribution plan that is not so qualified.

Voting Member – Any Person who at the close of business on the Voting Record Date is entitled to vote as a Member of the Bank pursuant to its articles of incorporation and bylaws.

Voting Record Date – The date fixed by the Board of Directors of the Bank for determining eligibility to vote at the Meeting of Members.

3. PROCEDURES FOR CONVERSION

A. After approval of this Plan by the Bank’s Board of Directors, this Plan and the transactions contemplated hereby, together with all other requisite material, shall be submitted to the Bank Regulators for approval. Notice of the adoption of this Plan by the Bank’s Board of Directors shall be published in a newspaper having general circulation in each community in which an office of the Bank is located, and copies of this Plan will be made available at each office of the Bank for inspection by Members. The Bank also shall publish any required notices of the filing of the Conversion Applications with the FDIC and the OFI and of the filing of the Holding Company Application with the Federal Reserve.

Following approval by the Bank Regulators, this Plan and the transactions contemplated by it will be submitted to a vote of the Voting Members at the Meeting of Members. The Bank will mail to all Voting Members, at their address appearing on the records of the Bank as of the close of business on the Voting Record Date, a proxy statement in either long or summary form describing this Plan. The Holding Company also will mail to all Participants a Prospectus and Order Form for the purchase of Subscription Shares, subject to other provisions of this Plan. In addition, all Participants will receive, or will be given the opportunity to request by telephone or by letter addressed to the Bank’s Secretary, a copy of this Plan. Upon approval of this Plan by a majority of the total number of votes entitled to be cast by Voting Members, the Holding

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Company and the Bank will take all other necessary steps pursuant to applicable laws and regulations to consummate the Conversion, including amendment of the Bank’s articles of incorporation and bylaws. The Conversion must be completed within 12 months of the approval of this Plan by Voting Members, unless a longer time period is permitted by governing laws and regulations.

B. The period for the Subscription Offering will be not less than 20 days nor more than 45 days from the date Participants are first mailed a Prospectus and Order Form, unless extended. Any shares of Common Stock for which subscriptions have not been received in the Subscription Offering may be issued in a Community Offering, a Syndicated Community Offering or a Firm Commitment Underwritten Offering, or in any other manner permitted by the Bank Regulators and the SEC. All sales of shares of Common Stock must be completed within 45 days after the last day of the Subscription Offering, unless the offering period is extended by the Holding Company with the approval of the Bank Regulators. No single extension of more than 90 days will be granted.

C. The Conversion will be effected as follows, or in any other manner that is consistent with the purposes of this Plan and applicable laws and regulations. Each of the steps set forth below shall be deemed to occur in such order as is necessary to consummate the Conversion pursuant to this Plan, the intent of the Board of Directors of the Holding Company and the Board of Directors of the Bank, and applicable federal and state regulations and policy.

(1) The Bank will amend and restate its Louisiana articles of incorporation and bylaws to authorize the issuance of capital stock;

(2) The Holding Company will purchase all of the capital stock issued by the Bank in connection with its conversion from mutual to stock form, for at least 50% of the net proceeds of the Offering; and

(3) The Holding Company will issue the Common Stock sold in the Offering as provided in this Plan. The Holding Company shall have registered the issuance of the Subscription Shares with the SEC and any appropriate state securities authorities.

Approval of this Plan by Voting Members shall constitute approval of each of the transactions necessary to implement this Plan, including the adoption of the Bank’s amended and restated articles of incorporation and bylaws.

D. The Board of Directors of the Bank may determine for any reason at any time before the issuance of the Subscription Shares not to utilize a holding company form of organization in the Conversion. If the Board of Directors determines not to complete the Conversion utilizing a holding company form of organization, the common stock of the Bank will be issued and sold in accordance with this Plan. In such case, the Holding Company’s registration statement will be withdrawn from the SEC, the Holding Company’s Holding Company Application will be withdrawn from the Federal Reserve, and the Bank will take steps necessary to complete the Conversion, including filing any necessary documents with the Bank Regulators and any other applicable state or federal regulatory agencies and will issue and sell

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the Subscription Shares in accordance with this Plan. In such event, any subscriptions or orders received for Subscription Shares of the Holding Company shall be deemed to be subscriptions or orders for common stock of the Bank, and the Bank shall take such steps as permitted or required by the Bank Regulators and any other applicable state or federal regulatory agencies.

E. Upon completion of the Conversion, the legal existence of the Bank shall not terminate but the Bank (in stock form) shall be a continuation of the entity of the Bank (in mutual form) and all property of the Bank (in mutual form), including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed shall vest in the Bank (in stock form). The Bank (in stock form) shall have, hold, and enjoy the same in its own right as fully and to the same extent as the same was possessed, held and enjoyed by the Bank (in mutual form). The Bank (in stock form) at the time and the taking effect of the Conversion shall continue to have and succeed to all the rights, obligations and relations of the Bank (in mutual form). All pending actions and other judicial or administrative proceedings to which the Bank was a party shall not be discontinued by reason of the Conversion, but may be prosecuted to final judgment or order in the same manner as if the Conversion had not been made and the Bank (in stock form) resulting from the Conversion may continue the actions in its name notwithstanding the Conversion. Upon completion of the Conversion, each Person having a Deposit Account at the Bank before the Conversion will continue to have a Deposit Account, without further payment therefor, in the same amount and subject to the same terms and conditions (except for voting and liquidation rights) as in effect before the Conversion. All of the Bank’s insured Deposit Accounts will continue to be insured by the FDIC to the extent provided by applicable law.

F. The home office and the branch offices of the Bank shall be unaffected by the Conversion. The executive offices of the Holding Company shall be located at the main office of the Bank.

4. APPLICATIONS AND APPROVALS

The Boards of Directors of the Holding Company and the Bank will take all necessary steps to convert the Bank to stock form, form the Holding Company, and complete the Conversion. The Bank shall file the Conversion Applications with the FDIC and the OFI, and the Holding Company shall file the Holding Company Application with the Federal Reserve and a registration statement with the SEC. The Bank and Holding Company intend to make any additional filings necessary to obtain all approvals required to complete the Conversion.

5. SALE OF SUBSCRIPTION SHARES

The Subscription Shares will be offered for sale simultaneously in the Subscription Offering to the Participants in the respective priorities set forth in this Plan. The Subscription Offering may begin as early as the mailing of the Prospectus and the Proxy Statement for the Meeting of Members. The Common Stock will not be insured by the FDIC or any government agency. The Bank will not lend funds or otherwise extend credit to any Person to purchase shares of Common Stock.

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Any shares of Common Stock for which subscriptions have not been received in the Subscription Offering may be issued in the Community Offering. The Subscription Offering may begin before the Meeting of Members and, in that event, the Community Offering also may begin before the Meeting of Members. The sale of Common Stock offered for sale before the Meeting of Members, however, is subject to the approval of this Plan by Voting Members.

If feasible, any shares of Common Stock remaining available for sale after the Subscription Offering, and the Community Offering, if conducted, will be sold in a Syndicated Community Offering or a Firm Commitment Underwritten Offering, or in any other manner approved by the Bank Regulators that will achieve the widest distribution of the Common Stock. The issuance of Common Stock in the Subscription Offering and any Community Offering will be consummated simultaneously on the date of the sale of Common Stock in any Syndicated Community Offering or Firm Commitment Underwritten Offering, and only if the required minimum number of shares of Common Stock has been issued.

6. PURCHASE PRICE AND NUMBER OF SUBSCRIPTION SHARES

The total number of shares, or range of number, of Subscription Shares to be offered for sale in the Offering will be determined jointly by the Boards of Directors of the Bank and the Holding Company immediately before the commencement of the Subscription Offering, and will be based on the Appraised Value Range and the Subscription Price. The Offering Range will equal the quotient of the Appraised Value Range divided by the Subscription Price. The estimated pro forma consolidated market value of the Holding Company will be subject to adjustment within the Appraised Value Range if necessitated by market or financial conditions, with the receipt of any required approvals of the Bank Regulators, and the maximum of the Appraised Value Range may be increased by up to 15% after the commencement of the Subscription Offering to reflect changes in market and financial conditions or demand for the shares.

If the product of the Subscription Price multiplied by the number of shares of Common Stock to be sold in the Offering is below the minimum of the Appraised Value Range, or materially above the maximum of the Appraised Value Range, a resolicitation of subscribers may be required, provided that up to a 15% increase above the maximum of the Appraised Value Range shall be deemed not material and thus shall not require a resolicitation. Any such resolicitation shall be effected in such manner and within such time as the Bank and the Holding Company shall establish, provided that all required regulatory approvals are obtained.

Notwithstanding the foregoing, Subscription Shares will not be issued unless, before the consummation of the Offering, the Independent Appraiser confirms to the Bank, the Holding Company and the Bank Regulators, that, to the best knowledge of the Independent Appraiser, nothing of a material nature has occurred which, taking into account all relevant factors, would cause the Independent Appraiser to conclude that the number of shares of Common Stock to be sold in the Offering multiplied by the Subscription Price is incompatible with its estimate of the aggregate consolidated pro forma market value of the Holding Company. If such confirmation is not received, the Holding Company may cancel the Offering, extend the Offering and establish a new Subscription Price and/or Appraised Value Range, hold a new Offering, or take such other action as the Bank Regulators may permit.

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The Common Stock to be issued in the Offering shall be fully paid and non-assessable.

7. RETENTION OF OFFERING PROCEEDS BY THE HOLDING COMPANY

The Holding Company may retain up to 50% of the net proceeds of the Offering. The Offering proceeds will provide additional capital to the Holding Company and the Bank for future growth of the Bank’s assets, products and services in a highly competitive and regulated financial services environment, and would facilitate expansion through acquisitions of financial service organizations, diversification into other related businesses and for other business and investment purposes, including the possible payment of dividends and possible future repurchases of the Common Stock as permitted by applicable federal and state regulations and policy. Following the Conversion, the Bank may distribute additional capital to the Holding Company from time to time, subject to applicable regulations governing capital distributions.

8. SUBSCRIPTION RIGHTS OF ELIGIBLE ACCOUNT HOLDERS (FIRST PRIORITY)

A. Each Eligible Account Holder shall have nontransferable subscription rights to subscribe for in the Subscription Offering up to the greater of 70,000 shares ($700,000) of Common Stock, 0.10% of the total number of shares of Common Stock issued in the Offering, or fifteen times the product (rounded down to the next whole number) obtained by multiplying the number of Subscription Shares offered in the Offering by a fraction of which the numerator is the amount of the Eligible Account Holder’s Qualifying Deposit and the denominator is the total amount of Qualifying Deposits of all Eligible Account Holders, in each case on the Eligibility Record Date, subject to the provisions of Section 14.

B. If Eligible Account Holders exercise subscription rights for a number of Subscription Shares in excess of the total number of such shares eligible for subscription, the Subscription Shares shall be allocated among the subscribing Eligible Account Holders so as to permit each subscribing Eligible Account Holder to purchase a number of shares sufficient to make their total allocation of Subscription Shares equal to the lesser of 100 shares or the number of shares for which such Eligible Account Holder has subscribed. Any remaining shares will be allocated among the subscribing Eligible Account Holders whose subscriptions remain unsatisfied in the proportion that the amount of the Qualifying Deposit of each Eligible Account Holder whose subscription remains unsatisfied bears to the total amount of the Qualifying Deposits of all Eligible Account Holders whose subscriptions remain unsatisfied. If the amount so allocated exceeds the amount subscribed for by any one or more Eligible Account Holders, the excess shall be reallocated (one or more times as necessary) among those Eligible Account Holders whose subscriptions are still not fully satisfied on the same principle until all available shares have been allocated.

C. Subscription rights as Eligible Account Holders received by Directors and Officers and their Associates that are based on increased deposits made by such persons during the 12 months preceding the Eligibility Record Date shall be subordinated to the subscription rights of all other Eligible Account Holders, except as permitted by the Bank Regulators.

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9. SUBSCRIPTION RIGHTS OF EMPLOYEE PLANS (SECOND PRIORITY)

The Employee Plans of the Holding Company and the Bank shall have subscription rights to purchase in the aggregate up to 10% of the shares of Common Stock issued and outstanding as of the consummation of the Conversion, including any Subscription Shares to be issued as a result of an increase in the maximum of the Offering Range after commencement of the Subscription Offering and before the completion of the Conversion. Consistent with applicable laws and regulations and practices and policies, the Employee Plans may use funds contributed by the Holding Company or the Bank and/or borrowed from an independent financial institution to exercise such subscription rights, and the Holding Company and the Bank may make scheduled discretionary contributions thereto, provided that such contributions do not cause the Holding Company or the Bank to fail to meet any applicable regulatory capital requirements. The Employee Plans shall not be deemed to be Associates or Affiliates of or Persons Acting in Concert with any Director or Officer of the Holding Company or the Bank. Alternatively, if permitted by the Bank Regulators, the Employee Plans may purchase all or a portion of such shares in the open market after the Conversion.

10. SUBSCRIPTION RIGHTS OF SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS (THIRD PRIORITY)

A. Each Supplemental Eligible Account Holder shall have nontransferable subscription rights to subscribe for in the Subscription Offering up to the greater of 70,000 shares of Common Stock ($700,000), 0.10% of the total number of shares of Common Stock issued in the Offering, or fifteen times the product (rounded down to the next whole number) obtained by multiplying the number of Subscription Shares offered in the Offering by a fraction of which the numerator is the amount of the Supplemental Eligible Account Holder’s Qualifying Deposit and the denominator is the total amount of Qualifying Deposits of all Supplemental Eligible Account Holders, in each case on the Supplemental Eligibility Record Date, subject to the availability of sufficient shares after filling in full all subscription orders of the Eligible Account Holders and Employee Plans and to the purchase limitations specified in Section 14.

B. If Supplemental Eligible Account Holders exercise subscription rights for a number of Subscription Shares in excess of the total number of such shares eligible for subscription, the Subscription Shares shall be allocated among the subscribing Supplemental Eligible Account Holders so as to permit each such subscribing Supplemental Eligible Account Holder, to the extent possible, to purchase a number of shares sufficient to make their total allocation of Subscription Shares equal to the lesser of 100 shares or the number of shares for which each such Supplemental Eligible Account Holder has subscribed. Any remaining shares will be allocated among the subscribing Supplemental Eligible Account Holders whose subscriptions remain unsatisfied in the proportion that the amount of the Qualifying Deposit of each such Supplemental Eligible Account Holder bears to the total amount of the Qualifying Deposits of all Supplemental Eligible Account Holders whose subscriptions remain unsatisfied. If the amount so allocated exceeds the amount subscribed for by any one or more Supplemental Eligible Account Holders, the excess shall be reallocated (one or more times as necessary) among those Supplemental Eligible Account Holders whose subscriptions are still not fully satisfied on the same principle until all available shares have been allocated.

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11. SUBSCRIPTION RIGHTS OF OTHER MEMBERS (FOURTH PRIORITY)

A. Each Other Member shall have nontransferable subscription rights to subscribe for in the Subscription Offering up to the greater of 70,000 shares ($700,000) of Common Stock or 0.10% of the total number of shares of Common Stock issued in the Offering, subject to the availability of sufficient shares after filling in full all subscription orders of Eligible Account Holders, Employee Plans and Supplemental Eligible Account Holders and to the purchase limitations specified in Section 14. Preference will be given to Other Members in the Local Community.

B. If Other Members subscribe for a number of Subscription Shares which, when added to the Subscription Shares subscribed for by the Eligible Account Holders, Employee Plans and Supplemental Eligible Account Holders, is in excess of the total number of Subscription Shares to be issued, the available shares will be allocated to Other Members so as to permit each such subscribing Other Member, to the extent possible, to purchase a number of shares sufficient to make their total allocation of Subscription Shares equal to the lesser of 100 shares or the number of shares for which each such Other Member has subscribed. Any remaining shares will be allocated among the subscribing Other Members whose subscriptions remain unsatisfied in the proportion that the amount of the subscription of each such Other Member bears to the total amount of the subscriptions of all Other Members whose subscriptions remain unsatisfied.

12. COMMUNITY OFFERING

If subscriptions are not received for all Subscription Shares offered for sale in the Subscription Offering, shares for which subscriptions have not been received may be offered for sale in the Community Offering through a direct community marketing program that may use a broker, dealer, consultant or investment banking firm experienced and expert in the sale of savings institutions securities. Such entities may be compensated on a fixed fee basis or on a commission basis, or a combination thereof. In the event orders for Common Stock in the Community Offering exceed the number of shares available for sale, shares may be allocated (to the extent shares remain available) first to cover orders of natural persons (including trusts of natural persons) residing in the Local Community, and thereafter to satisfy orders of other members of the general public, so that each Person in such category of the Community Offering may receive, to the extent possible, the lesser of 100 shares or the number of shares they ordered. In addition, orders received for shares in the Community Offering from natural persons (including trusts of natural persons) residing in the Local Community will be filled up to a maximum of two percent (2%) of the shares sold in the Offering, and thereafter any remaining shares will be allocated to Persons in such category of the Community Offering on an equal number of shares basis per order.

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The Holding Company shall use its best efforts consistent with this Plan to distribute Common Stock sold in the Community Offering in such a manner as to promote the widest distribution practicable of such stock. The Holding Company reserves the right to reject any or all orders, in whole or in part, that are received in the Community Offering. Any Person may purchase up to 70,000 shares ($700,000) of Common Stock in the Community Offering, subject to the purchase limitations specified in Section 14.

13. SYNDICATED COMMUNITY OFFERING OR FIRM COMMITMENT UNDERWRITTEN OFFERING

If feasible, the Board of Directors may determine to offer Subscription Shares not sold in the Subscription Offering or the Community Offering, if any, in a Syndicated Community Offering, subject to such terms, conditions and procedures as may be determined by the Holding Company, in a manner that will achieve the widest distribution of the Common Stock, subject to the right of the Holding Company to accept or reject in whole or in part any orders in the Syndicated Community Offering. In the Syndicated Community Offering, any Person may purchase up to 70,000 shares ($700,000) of Common Stock, subject to the purchase limitations specified in Section 14. Unless otherwise permitted by the Bank Regulators, orders received for shares in a Syndicated Community Offering will first be filled up to a maximum of two percent (2%) of the shares sold in the Offering, and thereafter any remaining shares will be allocated on an equal number of shares basis per order. Provided that the Subscription Offering has begun, the Holding Company may begin the Syndicated Community Offering at any time (including as soon as practicable after the termination of the Subscription Offering and any Community Offering), provided that the completion of the offer and sale of the Common Stock will be conditioned upon the approval of this Plan by Voting Members.

Alternatively, if feasible, the Board of Directors may determine to offer Subscription Shares not sold in the Subscription Offering and any Community Offering for sale in a Firm Commitment Underwritten Offering subject to such terms, conditions and procedures as may be determined by the Holding Company, subject to the right of the Holding Company to accept or reject in whole or in part any orders in the Firm Commitment Underwritten Offering. Provided the Subscription Offering has begun, the Holding Company may begin the Firm Commitment Underwritten Offering at any time.

If, for any reason, a Syndicated Community Offering or Firm Commitment Underwritten Offering of shares of Common Stock not sold in the Subscription and Community Offerings cannot be effected, or if any insignificant residue of shares of Common Stock is not sold in the Subscription and Community Offerings or in a Syndicated Community Offering or Firm Commitment Underwritten Offering, the Holding Company, if possible, will make other arrangements for the disposition of unsubscribed shares aggregating at least the minimum of the Offering Range. Such other purchase arrangements will be subject to receipt of any required approval of the Bank Regulators.

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14. LIMITATIONS ON PURCHASES

The following limitations shall apply to all purchases and issuances of shares of Subscription Shares:

A. The maximum number of shares of Common Stock that may be subscribed for or purchased in all categories in the Offering by any Person or Participant together with any Associate or group of Persons Acting in Concert (“In Concert Group”) is the lesser of 120,000 shares ($1,200,000) or 5% of the Subscription Shares sold, except that the Employee Plans may subscribe for up to 10% of the Subscription Shares sold (including shares issued in the event of an increase in the maximum of the Offering Range of 15%). If the number of shares of Common Stock otherwise allocable pursuant to Sections 8 through 13, inclusive, would be in excess of the maximum number of shares permitted to be allocated to any In Concert Group as set forth in this section, the number of shares of Common Stock allocated to each Person that makes up such In Concert Group shall first be reduced to the lowest limitation applicable to each such Person and then the number of shares of Common Stock allocated to each such Person shall be reduced until the aggregate allocation to the In Concert Group complies with the limits of this Section 14. The method of reducing the allocation of each Person in any In Concert Group shall be determined by the Holding Company in its sole discretion.

B. The maximum number of shares of Common Stock that may be issued to or purchased in all categories of the Offering by Officers and Directors and their Associates in the aggregate, shall not exceed 25% of the shares of Common Stock sold in the Offering.

C. A minimum of 25 shares of Common Stock must be purchased by each Person purchasing shares in the Offering to the extent those shares are available; provided, however, that in the event the minimum number of shares of Common Stock purchased times the Subscription Price exceeds $500, then such minimum purchase requirement shall be reduced to such number of shares which when multiplied by the price per share shall not exceed $500, as determined by the Board.

D. Depending upon market or financial conditions, the Board of Directors of the Holding Company and the Bank, with the receipt of any required approvals of the Bank Regulators and without further approval of Voting Members, may decrease or increase any of the purchase limitations in this Plan, provided that the maximum purchase limitations may not be increased to a percentage in excess of 5.0% of the shares sold in the Offering, except as provided below. If the Bank or the Holding Company increase the maximum purchase limitation(s), the Bank or the Holding Company are only required to resolicit Persons who subscribed for the maximum purchase amount in the Subscription Offering and who indicated a desire to be resolicited on the Order Form and may, in the sole discretion of the Holding Company, resolicit certain other large subscribers. In the event of such a resolicitation, the Holding Company shall have the right, in its sole discretion, to require such persons to supply immediately available funds for the purchase of additional shares of Common Stock. Such persons will be prohibited from paying with a personal check, but the Holding Company may allow payment by wire transfer. If a maximum purchase limitation is increased to 5.0% of the shares of Common Stock sold in the Offering, such limitation may be further increased to 9.99% of the shares of Common Stock sold in the Offering; provided, that orders for Common Stock exceeding 5.0% of the shares of Common Stock sold in the Offering shall not exceed in the aggregate 10.0% of the total shares of Common Stock sold in the Offering. Whether to fill any requests to purchase additional Subscription Stock in the event that the purchase limitation is so increased will be determined by the Board of Directors of the Bank and the Holding Company in their sole discretion.

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For purposes of this Section 14, (i) Directors, Officers and employees of the Bank and the Holding Company or any of their subsidiaries shall not be deemed to be Associates or a group affiliated with each other or otherwise Acting in Concert solely as a result of their capacities as such, (ii) shares purchased by Tax-Qualified Employee Stock Benefit Plans shall not be attributable to the individual trustees or beneficiaries of any such plan for purposes of determining compliance with the limitations set forth in paragraphs A. and B. of this Section 14, and (iii) shares purchased by a Tax-Qualified Employee Stock Benefit Plan pursuant to instructions of an individual in an account in such plan in which the individual has the right to direct the investment, including any plan of the Bank qualified under Section 401(k) of the Code, shall be aggregated and included in that individual’s purchases and not attributed to the Tax-Qualified Employee Stock Benefit Plan.

Each Person purchasing Common Stock in the Offering shall be deemed to confirm that such purchase does not conflict with the above purchase limitations contained in this Plan.

15. PAYMENT FOR SUBSCRIPTION SHARES

All payments for Common Stock subscribed for in the Subscription Offering and Community Offering must be delivered in full to the Bank, the Holding Company or an agent of the Bank or the Holding Company, as described in the Order Form, together with a properly completed and executed Order Form, on or before the expiration date of the Offering; provided, however, that if the Employee Plans subscribe for shares in the Subscription Offering, then the Employee Plans shall not be required to pay for the shares of Common Stock at the time they subscribe for them but rather may pay for such shares of Common Stock at the Subscription Price upon consummation of the Offering. Subscription funds will be held in a segregated account at the Bank.

Except as set forth in Section 14.D., payment for Common Stock subscribed for in the Subscription Offering and any Community Offering shall be made by cash, personal check, money order or bank draft. Alternatively, subscribers in the Subscription and Community Offerings may pay for the shares for which they have subscribed by authorizing the Bank on the Order Form to make a withdrawal from designated types of Deposit Accounts at the Bank in an amount equal to the aggregate Subscription Price of such shares. Such authorized withdrawal shall be without penalty as to premature withdrawal. If the authorized withdrawal is from a certificate account, and the remaining balance does not meet the applicable minimum balance requirement, the certificate shall be canceled at the time of withdrawal, without penalty, and the remaining balance will earn interest at the passbook rate. Funds for which a withdrawal is authorized will remain in the subscriber’s Deposit Account and will continue to earn interest therein, but may not be used by the subscriber during the Subscription and Community Offerings. Thereafter, the withdrawal will be given effect only to the extent necessary to satisfy the subscription (to the extent it can be filled) at the Subscription Price per share. Interest will continue to be earned on any amounts authorized for withdrawal until such withdrawal is given effect. Interest on funds received by cash, personal check, bank draft or money order will be paid by the Bank at not less than the passbook rate. Such interest will be paid from the date payment is processed by the Bank until consummation or termination of the Offering. If for any reason the Offering is not consummated, all payments made by subscribers in the Subscription and Community Offerings will be refunded to them with interest. For those amounts authorized for withdrawal from Deposit Accounts, refunds will be made by canceling the authorization for withdrawal. The Bank is prohibited by regulation from knowingly making any loans or granting any lines of credit for the purchase of stock in the Offering, and therefore, will not do so.

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16. MANNER OF EXERCISING SUBSCRIPTION RIGHTS THROUGH ORDER FORMS

As soon as practicable after the registration statement prepared by the Holding Company and the Bank has been declared effective by the SEC, and the Bank Regulators have approved the Conversion, Order Forms will be distributed to the Eligible Account Holders, Employee Plans, Supplemental Eligible Account Holders and Other Members at their addresses appearing on the records of the Bank as of the Voting Record Date for the purpose of subscribing for shares of Common Stock in the Subscription Offering and will be made available for use by those other Persons to whom a Prospectus is delivered.

Each Order Form will be preceded or accompanied by a Prospectus describing the Holding Company, the Bank, the Common Stock and the Offering. Each Order Form will contain, among other things, the following:

A. A specified date by which all Order Forms must be received by the Bank, the Holding Company or its agent, which date shall be at least 20 days but not more than 45 days following the date on which the Order Forms are mailed to Participants by the Holding Company, and which date will constitute the termination of the Subscription Offering unless extended;

B. The Subscription Price per share for shares of Common Stock to be sold in the Offering;

C. A description of the minimum and maximum number of Subscription Shares that may be subscribed for pursuant to the exercise of subscription rights or otherwise purchased in the Subscription and Community Offering;

D. Instructions as to how the recipient of the Order Form is to indicate thereon the number of Subscription Shares for which such person elects to subscribe and the available alternative methods of payment therefor;

E. An acknowledgment that the recipient of the Order Form has received a final copy of the Prospectus before execution of the Order Form;

F. A statement to the effect that all subscription rights are nontransferable, will be void at the end of the Subscription Offering, and can only be exercised by delivering to the Bank, the Holding Company or its agent within the subscription period such properly completed and executed Order Form, together with payment in the full amount of the aggregate purchase price as specified in the Order Form for the shares of Common Stock for which the recipient elects to subscribe in the Subscription Offering (or by authorizing on the Order Form that the Bank withdraw said amount from the subscriber’s Deposit Account at the Bank);

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G. A statement to the effect that the executed Order Form, once received by the Bank, the Holding Company or its agent, may not be modified or amended by the subscriber without the consent of the Holding Company; and

H. Certain legends stating that subscription rights may not be transferred and that shares of the Common Stock are not deposits and are not insured or guaranteed by the federal government, and a certification stating that the subscriber is purchasing the shares for their own account.

Notwithstanding the above, the Holding Company reserves the right in its sole discretion to accept or reject orders received on photocopied or facsimilied order forms.

17. UNDELIVERED, DEFECTIVE OR LATE ORDER FORM; INSUFFICIENT PAYMENT

In the event Order Forms (a) are not delivered or are not timely delivered by the United States Postal Service, (b) are not received back by the Bank, the Holding Company or its agent or are received by the Bank, Holding Company or its agent after the expiration date specified thereon, (c) are defectively filled out or executed, (d) are not accompanied by the full required payment, unless waived by the Holding Company, for the shares of Common Stock subscribed for (including cases in which deposit accounts from which withdrawals are authorized are insufficient to cover the amount of the required payment), or (e) are not mailed pursuant to a “no mail” order placed in effect by the account holder, the subscription rights of the Participant to whom such rights have been granted will lapse as though such Participant failed to return the completed Order Form within the time period specified thereon; provided, however, that the Bank or the Holding Company may, but will not be required to, waive any immaterial irregularity on any Order Form or require the submission of a corrected Order Form or the remittance of full payment for subscribed shares by such date as the Bank or the Holding Company may specify. The interpretation by the Bank or the Holding Company of terms and conditions of this Plan and of the Order Forms will be final, subject to the authority of the Bank Regulators.

18. RESIDENTS OF FOREIGN COUNTRIES AND CERTAIN STATES

The Holding Company will make reasonable efforts to comply with the securities laws of all States in the United States in which Persons entitled to subscribe for shares of Common Stock pursuant to this Plan reside. However, no such Person will be issued subscription rights or be permitted to purchase shares of Common Stock in the Subscription Offering if such Person resides in a foreign country; or in a State of the United States with respect to which any of the following apply: (A) a small number of Persons otherwise eligible to subscribe for shares under this Plan reside in such state; (B) the issuance of subscription rights or the offer or sale of shares of Common Stock to such Persons would require the Holding Company under the securities laws of such state, to register as a broker, dealer, salesman or agent or to register or otherwise qualify its securities for sale in such state; or (C) such registration or qualification would be impracticable for reasons of cost or otherwise.

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19. ESTABLISHMENT OF LIQUIDATION ACCOUNT

The Bank shall establish, at the time of the Conversion, a Liquidation Account in an amount equal to the Bank’s total equity as reflected in the latest statement of financial condition contained in the final Prospectus used in the Offering. Following the Conversion, the Liquidation Account will be maintained by the Bank for the benefit of the Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain their Deposit Accounts at the Bank. Each Eligible Account Holder and Supplemental Eligible Account Holder shall, with respect to their Deposit Account, hold a related inchoate interest in a portion of the Liquidation Account balance, in relation to their Deposit Account balance at the Eligibility Record Date or Supplemental Eligibility Record Date, respectively, or to such balance as it may be subsequently reduced, as hereinafter provided.

In the unlikely event of a complete liquidation of the Bank (and only in such event), following all liquidation payments to creditors (including those to Account Holders to the extent of their Deposit Accounts) each Eligible Account Holder and Supplemental Eligible Account Holder shall be entitled to receive a liquidating distribution from the Liquidation Account, in the amount of the then adjusted subaccount balance for their Deposit Account then held, before any liquidation distribution may be made to any holders of the Bank’s capital stock. No merger, consolidation, purchase of bulk assets with assumption of Deposit Accounts and other liabilities, or similar transactions with an FDIC-insured institution, in which the Bank is not the surviving institution, shall be deemed to be a complete liquidation for this purpose. In such transactions, the Liquidation Account shall be assumed by the surviving institution.

The initial subaccount balance for a Deposit Account held by an Eligible Account Holder and Supplemental Eligible Account Holder shall be determined in accordance with Louisiana Administrative Code, Title 10, Section VII-315. Such initial subaccount balance shall not be increased, but shall be subject to downward adjustment as described in Louisiana Administrative Code, Title 10, Section VII-315. In the event of such downward adjustment, the subaccount balance shall not be subsequently increased, notwithstanding any subsequent increase in the deposit balance of the related Deposit Account. If any such Deposit Account is closed, the related subaccount shall be reduced to zero.

The establishment and maintenance of the Liquidation Account shall not operate to restrict the use or application of any of the equity accounts of the Bank, except that the Bank shall not declare or pay a cash dividend on, or repurchase any of, its capital stock if the effect thereof would cause its equity to be reduced below the amount required for the Liquidation Account.

20. VOTING RIGHTS OF STOCKHOLDERS

Following consummation of the Conversion, the holders of the voting capital stock of the Holding Company shall have the exclusive voting rights with respect to the Holding Company.

21. RESTRICTIONS ON RESALE OR SUBSEQUENT DISPOSITION

A. All shares of Common Stock purchased by Directors or Officers of the Holding Company or the Bank in the Offering shall be subject to the restriction that, except as provided in this Section 21 or as may be approved by the Bank Regulators, no interest in such shares may be sold or otherwise disposed of for value for a period of one year following the date of purchase in the Offering.

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B. The restriction on disposition of Subscription Shares set forth above in this Section 21 shall not apply to the following:

(1) Any exchange of such shares in connection with a merger or acquisition involving the Bank or the Holding Company, as the case may be, which has been approved by the appropriate Federal regulatory agency; and

(2) Any disposition of such shares following the death of the person to whom such shares were initially sold under the terms of this Plan.

C. With respect to all Subscription Shares subject to restrictions on resale or subsequent disposition, each of the following provisions shall apply:

(1) Each certificate representing shares restricted by this Section 21 shall bear a legend giving notice of the restriction;

(2) Instructions shall be issued to the stock transfer agent for the Holding Company not to recognize or effect any transfer of any certificate or record of ownership of any such shares in violation of the restriction on transfer; and

(3) Any shares of capital stock of the Holding Company issued with respect to a stock dividend, stock split, or otherwise with respect to ownership of outstanding Subscription Shares subject to the restriction on transfer hereunder shall be subject to the same restriction as is applicable to such Subscription Shares.

22. REQUIREMENTS FOR STOCK PURCHASES BY DIRECTORS AND OFFICERS FOLLOWING THE CONVERSION

For a period of three years from following the Conversion, no Officer, Director or their Associates shall purchase, without the prior written approval of the Bank Regulators, any outstanding shares of Common Stock except from a broker-dealer registered with the SEC. This provision shall not apply to negotiated transactions involving more than 1% of the outstanding shares of Common Stock, the exercise of any options pursuant to a stock option plan or purchases of Common Stock made by or held by any Tax-Qualified Employee Stock Benefit Plan or Non-Tax-Qualified Employee Stock Benefit Plan of the Bank or the Holding Company (including the Employee Plans) which may be attributable to any Officer or Director. As used herein, the term “negotiated transaction” means a transaction in which the securities are offered and the terms and arrangements relating to any sale are arrived at through direct communications between the seller or any person acting on its behalf and the purchaser or their investment representative. The term “investment representative” shall mean a professional investment advisor acting as agent for the purchaser and independent of the seller and not acting on behalf of the seller in connection with the transaction.

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23. TRANSFER OF DEPOSIT ACCOUNTS

Each person holding a Deposit Account at the Bank at the time of Conversion shall retain an identical Deposit Account at the Bank following the Conversion in the same amount and subject to the same terms and conditions (except as to voting and liquidation rights).

24. REGISTRATION AND MARKETING

Within the time period required by applicable laws and regulations, the Holding Company will register the securities issued in connection with the Conversion pursuant to the Securities Exchange Act of 1934, as amended, and will not deregister such securities for a period of at least three years thereafter, except that the requirement to maintain registration of such securities for three years may be fulfilled by any successor to the Holding Company. In addition, the Holding Company will use its best efforts to encourage and assist a market maker to establish and maintain a market for the Common Stock and to list those securities on a national or regional securities exchange.

25. TAX RULINGS OR OPINIONS

Consummation of the Conversion is expressly conditioned upon prior receipt by the Bank of either a ruling or an opinion of counsel with respect to federal tax laws, and either a ruling, an opinion of counsel, or a letter of advice from their tax advisor with respect to applicable state tax laws, to the effect that consummation of the transactions contemplated by the Conversion and this Plan will not result in a taxable reorganization under the provisions of the applicable codes or otherwise result in any adverse tax consequences to the Holding Company or the Bank, or to the account holders receiving subscription rights before or after the Conversion, except in each case to the extent, if any, that subscription rights are deemed to have value on the date such rights are issued.

26. STOCK BENEFIT PLANS AND EMPLOYMENT AGREEMENTS

A. The Holding Company and the Bank are authorized to adopt Tax-Qualified Employee Stock Benefit Plans in connection with the Conversion, including without limitation, an ESOP. Existing as well as any newly created Tax-Qualified Employee Stock Benefit Plans may purchase shares of Common Stock in the Offering, to the extent permitted by the terms of such benefit plans and this Plan.

B. The Holding Company and the Bank are authorized to enter into employment and other compensation agreements with their executive officers.

C. The Holding Company and the Bank are authorized to adopt stock option plans, restricted stock plans and other Non-Tax-Qualified Employee Stock Benefit Plans no sooner than six months after the completion of the Conversion and Offering, provided that such stock plans conform to any applicable requirements of federal regulations, including 12 C.F.R. §192.500. The Holding Company intends to implement such stock plans after the completion of the Conversion and Offering, subject to any necessary stockholder approvals. 12 C.F.R. §192.500 includes provisions regarding plan size, size of grants, vesting requirements for grants, and stockholder approval requirements, which shall be disclosed in the Prospectus.

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27. RESTRICTIONS ON ACQUISITION OF BANK AND HOLDING COMPANY

A. For a period of three years from the date of consummation of the Conversion, no person, other than the Holding Company, may directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10% of any class of an equity security of the Bank without the prior written consent of the Bank Regulators. Nothing in this Plan shall prohibit the Holding Company from repurchasing its shares in compliance with applicable regulations.

B. In connection with the Conversion, the Bank will amend and restate its articles of incorporation and bylaws. The Bank’s amended articles of incorporation and bylaws may contain approved anti-takeover provisions, such as a provision stipulating that no person, except the Holding Company, for a period of up to five years following the closing date of the Conversion, may directly or indirectly acquire or offer to acquire the beneficial ownership of more than 10% of any class of an equity security of the Bank, without the prior written approval of the Bank Regulators. The Bank’s amended articles of incorporation may also provide that for a period of up to five years following the closing date of the Conversion, shares beneficially owned in violation of the above-described provision shall not be entitled to vote and shall not be voted by any person or counted as voting stock in connection with any matter submitted to stockholders for a vote. In addition, the Bank’s amended articles of incorporation may also provide that special meetings of the stockholders relating to changes in control or amendment of the articles of incorporation may only be called by the Board of Directors, and shareholders shall not be permitted to cumulate their votes for the election of Directors.

C. The articles of incorporation of the Holding Company may contain a provision stipulating that in no event shall any record owner of any outstanding shares of Common Stock that are beneficially owned, directly or indirectly, by a person who beneficially owns in excess of 10% of such outstanding shares of Common Stock be entitled or permitted to any vote with respect to any shares held in excess of 10%. In addition, the articles of incorporation and bylaws of the Holding Company may contain provisions that prohibit cumulative voting for the election of directors, provide for staggered terms for directors, limit the calling of special meetings, require supermajority shareholder votes to amend certain provisions of the articles of incorporation, allow the Board of Directors to issue preferred stock and increase the amount of authorized capital stock without shareholder approval, and provide for certain qualifications and restrictions for election as director, certain advance notice requirements for shareholder proposals and nominations and a fair price provision for certain business combinations.

D. For the purposes of this Section 27:

(1) The term “person” includes an individual, a firm, a corporation or other entity;

(2) The term “offer” includes every offer to buy or acquire, solicitation of an offer to sell, tender offer for, or request or invitation for tenders of, a security or interest in a security for value;

(3) The term “acquire” includes every type of acquisition, whether effected by purchase, exchange, operation of law or otherwise; and

(4) The term “security” includes non-transferable subscription rights issued pursuant to a plan of conversion as well as a “security” as defined in Section 2(a)(1) of the Securities Act of 1933, as amended.

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28. PAYMENT OF DIVIDENDS AND REPURCHASE OF STOCK

A. The Holding Company shall comply with any applicable regulation in connection with the repurchase of any shares of its capital stock following consummation of the Conversion.

B. The Bank shall not declare or pay a cash dividend on, or repurchase any of, its capital stock if the effect thereof would cause its regulatory capital to be reduced below (i) the amount required for the Liquidation Account, or (ii) applicable federal or state regulatory capital requirements.

29. CONSUMMATION OF CONVERSION AND EFFECTIVE DATE

The effective date of the Conversion shall be the date of the closing of the sale of all shares of the Common Stock in the Offering after all requisite regulatory and Member approvals have been obtained, all applicable waiting periods have expired, and sufficient subscriptions and orders for Subscription Shares have been received. The closing of the sale of all shares of Common Stock sold in the Offering shall occur simultaneously on the effective date of the closing.

30. EXPENSES OF CONVERSION

The Bank and the Holding Company may retain and pay for the services of legal, financial and other advisors to assist in connection with any or all aspects of the Conversion, including the Offering, and such parties shall use their best efforts to assure that such expenses are reasonable.

31. AMENDMENT OR TERMINATION OF PLAN

If deemed necessary or desirable, this Plan may be substantively amended as a result of comments from the Bank Regulators or the SEC or otherwise at any time before the solicitation of proxies from Voting Members to vote on this Plan by the Board of Directors of the Bank, and at any time thereafter by the Board of Directors of the Bank with the concurrence of the Bank Regulators. Any amendment to this Plan made after approval by Voting Members with the approval of the Bank Regulators shall not require further approval by Voting Members unless otherwise required by the Bank Regulators. The Board of Directors of the Bank may terminate this Plan at any time before the Meeting of Members to vote on this Plan, and at any time thereafter with the concurrence of the Bank Regulators.

By adopting this Plan, Voting Members of the Bank authorize the Board of Directors of the Bank to amend or terminate this Plan under the circumstances set forth in this Section 31.

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32. CONDITIONS TO CONVERSION

Consummation of the Conversion pursuant to this Plan is expressly conditioned upon the following:

A. Prior receipt by the Bank of rulings of the United States Internal Revenue Service and the state taxing authorities, or opinions of counsel or tax advisers as described in Section 24;

B. The issuance of at least the minimum number of Subscription Shares offered for sale in the Offering; and

C. The completion of the Conversion within the time period specified in Section 3.

33. INTERPRETATION

All interpretations of this Plan, and the application of its provisions to particular circumstances, by a majority of the Board of Directors of the Bank or the Holding Company, as applicable, shall be final, subject to the authority of the Bank Regulators.

Adopted: February 28, 2024

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EX-3.1

Exhibit 3.1

FB BANCORP, INC.

ARTICLES OF INCORPORATION

FB Bancorp, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

The undersigned, Marc P. Levy, whose address is 5335 Wisconsin Avenue, N.W., Suite 780, Washington, D.C. 20015, being at least eighteen years of age, acting as incorporator, does hereby form a corporation under the general laws of the State of Maryland, having the following Articles of Incorporation (the “Articles”):

ARTICLE 1. Name. The name of the corporation is FB Bancorp, Inc. (herein, the “Corporation”).

ARTICLE 2. Principal Office. The address of the principal office of the Corporation in the State of Maryland is c/o CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 820, Baltimore, Maryland 21202.

ARTICLE 3. Purpose. The purpose for which the Corporation is formed is to engage in any lawful act or activity for which corporations may be organized under the general laws of the State of Maryland as now or hereafter in force.

ARTICLE 4. Resident Agent. The name and address of the registered agent of the Corporation in the State of Maryland is CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 820, Baltimore, Maryland 21202. Said resident agent is a Maryland corporation.

ARTICLE 5. Capital Stock

A. Authorized Stock. The total number of shares of capital stock of all classes that the Corporation has authority to issue is one hundred twenty-five million (125,000,000) shares, consisting of:

1. five million (5,000,000) shares of preferred stock, par value one cent ($0.01) per share (the “Preferred Stock”); and

2. one hundred twenty million (120,000,000) shares of common stock, par value one cent ($0.01) per share (the “Common Stock”).

The aggregate par value of all the authorized shares of capital stock is one million two hundred fifty thousand dollars ($1,250,000). Except to the extent required by governing law, rule or regulation, the shares of capital stock may be issued from time to time by the Board of Directors without further approval of the stockholders of the Corporation. The Corporation shall have the authority to purchase its capital stock out of funds lawfully available therefor, which funds shall include, without limitation, the Corporation’s unreserved and unrestricted capital surplus. The Board of Directors, pursuant to a resolution approved by a majority of the Whole Board (rounded up to the nearest whole number), and without action by the stockholders, may

amend these Articles to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue. For the purposes of these Articles, the term “Whole Board” shall mean the total number of directors that the Corporation would have if there were no vacancies on the Board of Directors at the time any such resolution is presented to the Board of Directors for adoption.

B. Common Stock. Except as provided under the terms of any series of Preferred Stock and as limited by Section D of this Article 5, the exclusive voting power shall be vested in the Common Stock. Except as otherwise provided in these Articles, each holder of the Common Stock shall be entitled to one vote for each share of Common Stock standing in the holder’s name on the books of the Corporation. Subject to any rights and preferences of any series of Preferred Stock, holders of Common Stock shall be entitled to such dividends as may be declared by the Board of Directors out of funds lawfully available therefor. Upon the liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, holders of Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders ratably in proportion to the number of shares held by them, respectively, after: (i) payment or provision for payment of the Corporation’s debts and liabilities; and (ii) distributions or provisions for distributions to holders of any class or series of stock having a preference over the Common Stock in the liquidation, dissolution or winding up of the Corporation.

C. Preferred Stock. The Board of Directors is hereby expressly authorized, subject to any limitations prescribed by law, to provide for the issuance of the shares of Preferred Stock in series, to establish from time to time the number of shares to be included in each such series, and to fix the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of the shares of each such series. The number of authorized shares of the Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Common Stock, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required by law or pursuant to the terms of such Preferred Stock. The power of the stockholders to increase or decrease the authorized shares of the Preferred Stock shall not limit any of the powers of the Board of Directors provided under these Articles.

D. Restrictions on Voting Rights of the Corporation’s Equity Securities.

1. Notwithstanding any other provision of these Articles, in no event shall the record owner (or if more than one record owner, all such record owners taken as a group) of any outstanding Common Stock that is beneficially owned, directly or indirectly, by a Person who, as of any record date for the determination of stockholders entitled to vote on any matter, beneficially owns in excess of 10% of the then-outstanding shares of Common Stock (the “Limit”), be entitled, or permitted to any vote in respect of the shares held in excess of the Limit. The number of votes that may be cast by any particular record owner by virtue of the provisions hereof in respect of Common Stock beneficially owned by such Person owning shares in excess of the Limit (a “Holder in Excess”) shall be a number equal to the total number of votes that a single record owner of all Common Stock owned by such Holder in Excess would be entitled to cast after giving effect to the provisions hereof, multiplied by a fraction, the numerator of which

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is the number of shares of such class or series that are both (i) beneficially owned by such Holder in Excess and (ii) owned of record by such particular record owner, and the denominator of which is the total number of shares of Common Stock beneficially owned by such Holder in Excess. The provisions of this Section D of this Article 5 shall not be applicable if, before the Holder in Excess acquired beneficial ownership of such shares in excess of the Limit, such acquisition was approved by a majority of the “Unaffiliated Directors.” For this purpose, the term “Unaffiliated Director” means any member of the Board of Directors who is unaffiliated with the Holder in Excess and was a member of the Board of Directors prior to the time that the Holder in Excess became such, and any director who is thereafter chosen to fill any vacancy on the Board of Directors and who is elected and who, in either event, is unaffiliated with the Holder in Excess and in connection with his or her initial assumption of office is recommended for appointment or election by a majority of the Unaffiliated Directors then serving on the Board of Directors.

2. The following definitions shall apply to this Section D of this Article 5.

(a) An “affiliate” of a specified Person shall mean a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified.

(b) “Beneficial ownership” shall be determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934 (or any successor rule or statutory provision), or, if said Rule 13d-3 shall be rescinded and there shall be no successor rule or statutory provision thereto, pursuant to said Rule 13d-3 as in effect on December 31, 2023; provided, however, that a Person shall, in any event, also be deemed the “beneficial owner” of any Common Stock:

(1) that such Person or any of its affiliates beneficially owns, directly or indirectly; or

(2) that such Person or any of its affiliates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding (but shall not be deemed to be the beneficial owner of any voting shares solely by reason of an agreement, contract, or other arrangement with the Corporation to effect any transaction of the type described in clause (i) or (ii) of the first sentence of Article 9 hereof) or upon the exercise of conversion rights, exchange rights, warrants, or options or otherwise, or (ii) sole or shared voting or investment power with respect thereto pursuant to any agreement, arrangement, understanding, relationship or otherwise (but shall not be deemed to be the beneficial owner of any voting shares solely by reason of a revocable proxy granted for a particular meeting of stockholders, pursuant to a public solicitation of proxies for such meeting, with respect to shares of which neither such Person nor any such affiliate is otherwise deemed the beneficial owner); or

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(3) that are beneficially owned, directly or indirectly, by any other Person with which such first mentioned Person or any of its affiliates acts as a partnership, limited partnership, syndicate or other group pursuant to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of the Corporation; and provided further, however, that (i) no director or officer of the Corporation (or any affiliate of any such director or officer) shall, solely by reason of any or all of such directors or officers acting in their capacities as such, be deemed, for any purposes hereof, to beneficially own any Common Stock beneficially owned by any other such director or officer (or any affiliate thereof), and (ii) neither any employee stock ownership or similar plan of the Corporation or any subsidiary of the Corporation nor any trustee with respect thereto (or any affiliate of such trustee) shall, solely by reason of such capacity of such trustee, be deemed, for any purposes hereof, to beneficially own any Common Stock held under any such plan. For purposes of computing the percentage of beneficial ownership of Common Stock of a Person, the outstanding Common Stock shall include shares deemed owned by such Person through application of this subsection but shall not include any other shares of Common Stock that may be issuable by the Corporation pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise. For all other purposes, the outstanding Common Stock shall include only Common Stock then outstanding and shall not include any Common Stock that may be issuable by the Corporation pursuant to any agreement, or upon the exercise of conversion rights, warrants or options, or otherwise.

(c) A “Person” shall mean any individual, firm, corporation, or other entity.

(d) The Board of Directors shall have the power to construe and apply the provisions of this Section D and to make all determinations necessary or desirable to implement such provisions including, but not limited to, matters with respect to (i) the number of shares of Common Stock beneficially owned by any Person, (ii) whether a Person is an affiliate of another, (iii) whether a Person has an agreement, arrangement, or understanding with another as to the matters referred to in the definition of beneficial ownership, (iv) the application of any other definition or operative provision of this Section D to the given facts, or (v) any other matter relating to the applicability or effect of this Section D.

3. The Board of Directors shall have the right to demand that any Person reasonably believed by the Board of Directors to be a Holder in Excess (or holder of record of Common Stock beneficially owned by any Holder in Excess) supply the Corporation with complete information as to (i) the record owner(s) of all shares beneficially owned by such Holder in Excess, and (ii) any other factual matter relating to the applicability or effect of this section as may reasonably be requested of such Holder in Excess. The Board of Directors shall further

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have the right to receive from any Holder in Excess reimbursement for all expenses incurred by the Board of Directors in connection with its investigation of any matters relating to the applicability or effect of this section on such Holder in Excess, to the extent such investigation is deemed appropriate by the Board of Directors as a result of the Holder in Excess refusing to supply the Corporation with the information described in the previous sentence.

4. Any constructions, applications, or determinations made by the Board of Directors pursuant to this Section D in good faith and on the basis of such information and assistance as was then reasonably available for such purpose, shall be conclusive and binding upon the Corporation and its stockholders.

5. If any provision (or portion thereof) of this Section D shall be found to be invalid, prohibited or unenforceable for any reason, the remaining provisions (or portions thereof) of this Section D shall remain in full force and effect, and shall be construed as if such invalid, prohibited or unenforceable provision had been stricken herefrom or otherwise rendered inapplicable, it being the intent of the Corporation and its stockholders that each such remaining provision (or portion thereof) of this Section D remain, to the fullest extent permitted by law, applicable and enforceable as to all stockholders, including Holders in Excess, notwithstanding any such finding.

E. Majority Vote for Certain Actions. With respect to those actions as to which any provision of the Maryland General Corporation Law (the “MGCL”) requires stockholder authorization by a greater proportion than a majority of the total number of shares of all classes of capital stock or of the total number of shares of any class of capital stock, any such action shall be valid and effective if authorized by the affirmative vote of the holders of a majority of the total number of shares of all classes outstanding and entitled to vote thereon, except as otherwise provided in these Articles.

F. Quorum. Except as otherwise provided by law or expressly provided in these Articles, the presence, in person or by proxy, of the holders of record of shares of capital stock of the Corporation entitling the holders thereof to cast a majority of the votes (after giving effect, if required, to the provisions of Article 5, Section D) entitled to be cast by the holders of shares of capital stock of the Corporation entitled to vote shall constitute a quorum at all meetings of the stockholders, and every reference in these Articles to a majority or other proportion of capital stock (or the holders thereof) for purposes of determining any quorum requirement or any requirement for stockholder consent or approval shall be deemed to refer to such majority or other proportion of the votes (or the holders thereof) then entitled to be cast in respect of such capital stock.

ARTICLE 6. Preemptive Rights and Appraisal Rights.

A. Preemptive Rights. Except for preemptive rights approved by the Board of Directors pursuant to a resolution approved by a majority of the directors then in office, no holder of the capital stock of the Corporation or series of stock or of options, warrants or other rights to purchase shares of any class or series of stock or of other securities of the Corporation shall have any preemptive right to purchase or subscribe for any unissued capital stock of any class or series, or any unissued bonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable for capital stock of any class or series or carrying any right to purchase stock of any class or series.

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B. Appraisal Rights. Holders of shares of stock shall not be entitled to exercise any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL or any successor statute unless the Board of Directors, pursuant to a resolution approved by a majority of the directors then in office, shall determine that such rights apply with respect to all or any classes or series of stock, to one or more transactions occurring after the date of such determination in connection with which holders of such shares would otherwise be entitled to exercise such rights.

ARTICLE 7. Directors. The following provisions are made a part of these Articles for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

A. Management of the Corporation. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. All powers of the Corporation may be exercised by or under the authority of the Board of Directors, except as conferred on or as reserved to the stockholders by law or by these Articles or the Bylaws of the Corporation; provided, however, that any limitations on the Board of Directors’ management or direction of the affairs of the Corporation shall reserve the directors’ full power to discharge their fiduciary duties.

B. Number, Class and Terms of Directors; No Cumulative Voting. The number of directors constituting the Board of Directors of the Corporation shall initially be ten (10), which number may be increased or decreased in the manner provided in the Bylaws of the Corporation; provided, however, that such number shall never be less than the minimum number of directors required by the MGCL now or hereafter in force. The directors, other than those who may be elected by the holders of any series of Preferred Stock, shall be divided into three classes, with the term of office of the first class (“Class I”) to expire at the conclusion of the first annual meeting of stockholders, the term of office of the second class (“Class II”) to expire at the conclusion of the annual meeting of stockholders one year thereafter and the term of office of the third class (“Class III”) to expire at the conclusion of the annual meeting of stockholders two years thereafter, with each director to hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election or for such shorter period of time as the Board of Directors may determine, with each director to hold office until his or her term expires and until his or her successor shall have been duly elected and qualified.

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The names of the individuals who will serve as the initial directors of the Corporation until their successors are elected and qualify are as follows:

Katherine Crosby

Christopher Ferris

Gerry Barousse, Jr.

J. Luis Baños, Jr.

Mahlon Sanford

Stephen Hales

W. Anderson Baker, III

Wendy Beron

Mark Romig

Todd G. Schexnayder

The classes, if any, for the terms of office for directors will be as described in the Bylaws of the Corporation.

Stockholders shall not be permitted to cumulate their votes in the election of directors. A plurality of all the votes cast at a meeting at which a quorum is present is sufficient to elect a director, unless the bylaws otherwise provide.

C. Vacancies. Any vacancies in the Board of Directors may be filled in the manner provided in the Bylaws of the Corporation.

D. Removal. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (after giving effect to the provisions of Article 5 hereof) voting together as a single class.

E. Stockholder Proposals and Nominations of Directors. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation. Stockholder proposals to be presented in connection with a special meeting of stockholders shall be presented by the Corporation only to the extent required by Section 2-502 of the MGCL and the Bylaws of the Corporation.

ARTICLE 8. Bylaws. The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the Whole Board. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation. In addition to any vote of the holders of any class or series of stock of the Corporation required by law or by these Articles, the affirmative vote of the holders of at least 80% of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (after giving effect to the provisions of Article 5 hereof), voting together as a single class, shall be required for the adoption, amendment or repeal of any provisions of the Bylaws of the Corporation by the stockholders.

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ARTICLE 9. Evaluation of Certain Offers. The Board of Directors, when evaluating (i) any offer of another Person (as defined below) to (A) make a tender or exchange offer for any equity security of the Corporation, (B) merge or consolidate the Corporation with another corporation or entity, or (C) purchase or otherwise acquire all or substantially all of the properties and assets of the Corporation or (ii) any other actual or proposed transaction that would or may involve a change in control of the Corporation (whether by purchases of shares of stock or any other securities of the Corporation in the open market or otherwise, tender offer, merger, consolidation, share exchange, dissolution, liquidation, sale of all or substantially all of the assets of the Corporation, proxy solicitation or otherwise), may in connection with the exercise of its business judgment in determining what is in the best interests of the Corporation and its stockholders and in making any recommendation to the Corporation’s stockholders, give due consideration to all relevant factors, including, but not limited to: (A) the economic effect, both immediate and long-term, upon the Corporation’s stockholders, including stockholders, if any, who do not participate in the transaction; (B) the social and economic effect on the present and future employees, creditors and customers of, and others dealing with, the Corporation and its subsidiaries and on the communities in which the Corporation and its subsidiaries operate or are located; (C) whether the proposal is acceptable based on the historical, current or projected future operating results or financial condition of the Corporation; (D) whether a more favorable price could be obtained for the Corporation’s stock or other securities in the future; (E) the reputation and business practices of the other entity to be involved in the transaction and its management and affiliates as they would affect the employees of the Corporation and its subsidiaries; (F) the future value of the stock or any other securities of the Corporation or the other entity to be involved in the proposed transaction; (G) any antitrust or other legal and regulatory issues that are raised by the proposal; (H) the business and historical, current or expected future financial condition or operating results of the other entity to be involved in the transaction, including, but not limited to, debt service and other existing financial obligations, financial obligations to be incurred in connection with the proposed transaction, and other likely financial obligations of the other entity to be involved in the proposed transaction; and (I) the ability of the Corporation to fulfill its objectives as a financial institution holding company and on the ability of its subsidiary financial institution(s) to fulfill the objectives of a federally insured financial institution under applicable statutes and regulations. If the Board of Directors determines that any proposed transaction of the type described in clause (i) or (ii) of the immediately preceding sentence should be rejected, it may take any lawful action to defeat such transaction, including, but not limited to, any or all of the following: advising stockholders not to accept the proposal; instituting litigation against the party making the proposal; filing complaints with governmental and regulatory authorities; acquiring the stock or any of the securities of the Corporation; selling or otherwise issuing authorized but unissued stock or other securities or granting options or rights with respect thereto; and obtaining a more favorable offer from another individual or entity. This Article 9 sets forth certain factors that may be considered by the Board of Directors, but does not create any implication concerning the factors that must be considered, or any other factors that may or may not be considered, by the Board of Directors regarding any proposed transaction of the type described in clause (i) or (ii) of the first sentence of this Article 9.

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For purposes of this Article 9, a “Person” shall include an individual, a group acting in concert, a corporation, a partnership, an association, a joint venture, a pool, a joint stock company, a trust, an unincorporated organization or similar company, a syndicate or any other group or entity formed for the purpose of acquiring, holding or disposing of securities.

ARTICLE 10. Indemnification, etc. of Directors and Officers.

A. Indemnification. The Corporation shall indemnify (1) its current and former directors and officers, whether serving the Corporation or at its request any other entity, to the fullest extent required or permitted by the MGCL now or hereafter in force, including the advancement of expenses under the procedures and to the fullest extent permitted by law, and (2) other employees and agents to such extent as shall be authorized by the Board of Directors and permitted by law; provided, however, that, except as provided in Section B of this Article 10 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

B. Procedure. If a claim under Section A of this Article 10 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the indemnitee shall also be entitled to be reimbursed the expense of prosecuting or defending such suit. It shall be a defense to any action for advancement of expenses that the Corporation has not received both (i) an undertaking as required by law to repay such advances in the event it shall ultimately be determined that the standard of conduct has not been met and (ii) a written affirmation by the indemnitee of his or her good faith belief that the standard of conduct necessary for indemnification by the Corporation has been met. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard for indemnification set forth in the MGCL. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the MGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article 10 or otherwise shall be on the Corporation.

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C. Non-Exclusivity. The rights to indemnification and to the advancement of expenses conferred in this Article 10 shall not be exclusive of any other right that any Person may have or hereafter acquire under any statute, these Articles, the Corporation’s Bylaws, any agreement, any vote of stockholders or the Board of Directors, or otherwise.

D. Insurance. The Corporation may maintain insurance, at its expense, to insure itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such Person against such expense, liability or loss under the MGCL.

E. Miscellaneous. The Corporation shall not be liable for any payment under this Article 10 in connection with a claim made by any indemnitee to the extent such indemnitee has otherwise actually received payment under any insurance policy, agreement, or otherwise, of the amounts otherwise indemnifiable hereunder. The rights to indemnification and to the advancement of expenses conferred in Sections A and B of this Article 10 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

F. Limitations Imposed by Federal Law. Notwithstanding any other provision set forth in this Article 10, in no event shall any payments made by the Corporation pursuant to this Article 10 exceed the amount permissible under applicable federal law, including, without limitation, Section 18(k) of the Federal Deposit Insurance Act and the regulations promulgated thereunder.

Any repeal or modification of this Article 10 shall not in any way diminish any rights to indemnification or advancement of expenses of such director or officer or the obligations of the Corporation arising hereunder with respect to events occurring, or claims made, while this Article 10 is in force.

ARTICLE 11. Limitation of Liability. An officer or director of the Corporation, as such, shall not be liable to the Corporation or its stockholders for money damages, except (A) to the extent that it is proved that the Person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received; or (B) to the extent that a judgment or other final adjudication adverse to the Person is entered in a proceeding based on a finding in the proceeding that the Person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding; or (C) to the extent otherwise provided by the MGCL. If the MGCL is amended to further eliminate or limit the personal liability of officers and directors, then the liability of officers and directors of the Corporation shall be eliminated or limited to the fullest extent permitted by the MGCL, as so amended.

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Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.

ARTICLE 12: Selection of Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the MGCL, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the State of Maryland, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. The provisions of this Article 12 shall not apply to claims arising under the federal securities laws. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article 12.

ARTICLE 13. Amendment of the Articles of Incorporation. The Corporation reserves the right to amend or repeal any provision contained in these Articles in the manner prescribed by the MGCL, including any amendment altering the terms or contract rights, as expressly set forth in these Articles, of any of the Corporation’s outstanding stock by classification, reclassification or otherwise, and no stockholder approval shall be required if the approval of stockholders is not required for the proposed amendment or repeal by the MGCL, and all rights conferred upon stockholders are granted subject to this reservation.

The Board of Directors, pursuant to a resolution approved by a majority of the Whole Board (rounded up to the nearest whole number), and without action by the stockholders, may amend these Articles to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.

No proposed amendment or repeal of any provision of these Articles shall be submitted to a stockholder vote unless the Board of Directors shall have (1) approved the proposed amendment or repeal, (2) determined that it is advisable, and (3) directed that it be submitted for consideration at either an annual or special meeting of the stockholders pursuant to a resolution approved by the Board of Directors. Any proposed amendment or repeal of any provision of these Articles may be abandoned by the Board of Directors at any time before its effective time upon the adoption of a resolution approved by a majority of the Whole Board (rounded up to the nearest whole number).

The amendment or repeal of any provision of these Articles shall be approved by at least two-thirds of all votes entitled to be cast by the holders of shares of capital stock of the Corporation entitled to vote on the matter (after giving due effect to the provisions of Article 5 of these Articles), except that the proposed amendment or repeal of any provision of these Articles need only be approved by the vote of a majority of all the votes entitled to be cast by the holders of shares of capital stock of the Corporation entitled to vote on the matter (after giving due effect to the provisions of Article 5 of these Articles) if the amendment or repeal of such provision is approved by the Board of Directors pursuant to a resolution approved by at least two-thirds of the Whole Board (rounded up to the nearest whole number).

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Notwithstanding any other provision of these Articles or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock of the Corporation required by law or by these Articles, the affirmative vote of the holders of at least 80% of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (after giving effect to the provisions of Article 5), voting together as a single class, shall be required to amend or repeal this Article 13, Section C, D, E or F of Article 5, Article 7 (other than the removal of the list of initial directors), Article 8, Article 9, Article 10, Article 11 or Article 12.

ARTICLE 14. Name and Address of Incorporator. The name and mailing address of the sole incorporator are as follows:

Marc P. Levy

5335 Wisconsin Ave., N.W., Suite 780

Washington, D.C. 20015

[Remainder of Page Intentionally Left Blank]

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I, the undersigned, being the incorporator, for the purpose of forming a corporation under the laws of the State of Maryland, do make, file and record these Articles of Incorporation, do certify that the facts herein stated are true, and, accordingly, have hereto set my hand this 29^th day of February, 2024.

/s/ Marc P. Levy

Marc P. Levy

Incorporator

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EX-3.2

Exhibit 3.2

FB BANCORP, INC.

BYLAWS

ARTICLE I

STOCKHOLDERS

Section 1. Annual Meeting.

FB Bancorp, Inc. (the “Corporation”) shall hold an annual meeting of its stockholders to elect directors and to transact any other business within its powers, at such place, on such date and at such time as the Board of Directors (or the “Board”) of the Corporation shall fix. Failure to hold an annual meeting does not invalidate the Corporation’s existence or affect any otherwise valid corporate act.

Section 2. Speacial Meetings.

Special meetings of stockholders of the Corporation may be called by the President, the Chief Executive Officer, the Chairperson of the Board or by the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors that the Corporation would have if there were no vacancies on the Board of Directors (hereinafter the “Whole Board”). Special meetings of the stockholders shall be called by the Secretary request of stockholders only on the at the written request of stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting. Such written request shall state the purpose or purposes of the meeting and the matters proposed to be acted upon at the meeting, and shall be delivered at the principal office of the Corporation addressed to the President or the Secretary. The Secretary shall inform the stockholders who make the request of the reasonably estimated cost of preparing and mailing a notice of the meeting and, upon payment of these costs to the Corporation, notify each stockholder entitled to notice of the meeting. The Board of Directors shall have the sole power to fix (i) the record date for determining stockholders entitled to request a special meeting of stockholders and the record date for determining stockholders entitled to notice of and to vote at the special meeting and (ii) the date, time and place of the special meeting and the means of remote communication, if any, by which stockholders and proxy holders may be considered present in person and may vote at the special meeting.

Section 3. Notice of Meetings; Adjournment or Postponement.

Not less than 10 nor more than 90 days before each stockholders’ meeting, the Secretary shall give notice of the meeting in writing or by electronic transmission to each stockholder entitled to vote at the meeting and to each other stockholder entitled to notice of the meeting. The notice shall state the time and place of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at the meeting, and, if the meeting is a special meeting, or notice of the purpose is required by statute, the purpose of the meeting. Notice is given to a stockholder when it is personally delivered to the stockholder, left at the stockholder’s residence or usual place of business, mailed to the stockholder at his or her address as it appears on the records of the Corporation, or transmitted to the stockholder by an electronic transmission to any address or number of the

stockholder at which the stockholder receives electronic transmissions. If the Corporation has received a request from a stockholder that notice not be sent by electronic transmission, the Corporation may not provide notice to the stockholder by electronic transmission. Notwithstanding the foregoing provisions, each person who is entitled to notice waives notice if such person, before or after the meeting, delivers a written waiver or waiver by electronic transmission that is filed with the records of the stockholders’ meetings, or if such person is present at the meeting in person or by proxy.

A meeting of stockholders convened on the date for which it was called may be adjourned from time to time without further notice to a date not more than 120 days after the original record date. A meeting may be adjourned by a resolution adopted by a majority of the Whole Board or by the vote of a majority of the stockholders present at the meeting, whether or not a quorum is present at such meeting. At any adjourned meeting, any business may be transacted that might have been transacted at the original meeting.

A meeting of stockholders may be postponed to a date not more than 120 days after the original record date. A meeting may be postponed by a resolution adopted by a majority of the Whole Board. Notice of the date, time and place to which the meeting is postponed shall be given not less than ten days prior to such date and otherwise in the manner set forth in this Section 3. At any postponed meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled.

If a meeting shall be adjourned or postponed to a date not more than 120 days after the original record date, a new record date need not be established, and the original record date may be used for the purpose of determining which stockholders are entitled to notice of, and to vote at, the adjourned or postponed meeting. Any writing authorizing another person to act as proxy at a meeting of stockholders shall remain valid for use at any adjournment or postponement of such meeting unless such proxy is revoked or a later dated proxy is provided by such stockholder.

As used in these Bylaws, the term “electronic transmission” shall have the meaning given to such term by Section 1-101 of the Maryland General Corporation Law (the “MGCL”) or any successor provision.

Section 4. Quorum.

Unless the Articles of Incorporation of the Corporation provide otherwise, where a separate vote by a class or classes is required, a majority of the shares of such class or classes, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter.

If a quorum shall fail to attend any meeting, the chairperson of the meeting or the holders of a majority of the shares of stock who are present at the meeting, in person or by proxy, may, in accordance with Section 3 of this Article I, adjourn the meeting to another place, date or time.

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Section 5. Organization and Conduct of Business.

The Chairperson of the Board of Directors or the Vice Chairperson of the Board of Directors, if any, or in their absence, the Chief Executive Officer, or in his or her absence, such other person as may be designated by a majority of the Whole Board, shall call to order any meeting of the stockholders and act as chairperson of the meeting. In the absence of the Secretary, the secretary of the meeting shall be such person as the chairperson of the meeting appoints. The chairperson of any meeting of the stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion.

Section 6. Advance Notice Provisions for Business to be Transacted at Annual Meetings and Elections of Directors.

(a) At any annual meeting of the stockholders, unless otherwise required by law, only such business shall be conducted as shall have been brought before the meeting: (i) as specified in the Corporation’s notice of the meeting; (ii) by or at the direction of the Board of Directors; or (iii) by any stockholder of the Corporation who (1) is a stockholder of record on the date such stockholder gives the notice provided for in this Section 6(a) and on the record date for the determination of stockholders entitled to vote at such annual meeting, and (2) complies with the notice procedures set forth in this Section 6(a). For business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of the immediately preceding sentence, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such business must otherwise be a proper matter for action by stockholders. 

To be timely, a stockholder’s notice must be delivered or mailed to and received by the Secretary at the principal executive office of the Corporation not less than 90 days nor more than 100 days prior to the anniversary of the prior year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting is advanced more than 30 days prior to the anniversary of the prior year’s annual meeting of stockholders, such written notice shall be timely only if delivered or mailed to and received by the Secretary of the Corporation at the principal executive office of the Corporation no earlier than the day on which public disclosure of the date of such annual meeting is first made and not later than the tenth day following the earlier of the day notice of the meeting was mailed to stockholders or such public disclosure was made.

With respect to the first annual meeting of stockholders of the Corporation following the Corporation becoming the sole stockholder of Fidelity Bank, notice by the stockholder shall be timely if delivered or mailed to and received by the Secretary of the Corporation not later than the close of business on the later of (i) the 100^th day prior to the date of the annual meeting and (ii) the 10^th day following the day on which public disclosure of the date of the annual meeting is first made.

The advance notice periods provided in this paragraph, once established by the initial notice or public disclosure of a date for the annual meeting of stockholders was made, shall remain in effect regardless of whether a subsequent notice or public disclosure shall provide that the meeting shall have been adjourned or that the date of the meeting shall have been postponed or otherwise changed from the date provided in the initial notice or public disclosure. 

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A stockholder’s notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address of such stockholder as they appear on the Corporation’s books and of the beneficial owner, if any, on whose behalf the proposal is made; (iii) the class or series and number of shares of capital stock of the Corporation that are owned beneficially or of record by such stockholder and such beneficial owner; (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business; and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

Notwithstanding anything in these Bylaws to the contrary, no business shall be brought before or conducted at an annual meeting except in accordance with the provisions of this Section 6(a). The chairperson of the meeting shall, if the facts so warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 6(a) and, if he or she should so determine, he or she shall so declare to the meeting and any such business so determined to be not properly brought before the meeting shall not be transacted.

At any special meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting pursuant to the Corporation’s notice of the meeting.

(b) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders at which directors are to be elected only: (i) by or at the direction of the Board of Directors; or (ii) by any stockholder of the Corporation who (1) is a stockholder of record on the date such stockholder gives the notice provided for in this Section 6(b) and on the record date for the determination of stockholders entitled to vote at such meeting, and (2) complies with the notice procedures set forth in this Section 6(b), the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made by timely notice in writing to the Secretary of the Corporation.

To be timely, a stockholder’s notice must be delivered or mailed to and received by the Secretary at the principal executive office of the Corporation not less than 90 days nor more than 100 days prior to the anniversary of the prior year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting is advanced more than 30 days prior to the anniversary of the prior year’s annual meeting of stockholders, such written notice shall be timely only if delivered or mailed to and received by the Secretary of the Corporation at the principal executive office of the Corporation no earlier than the day on which public disclosure of the date of such annual meeting is first made and not later than the tenth day following the earlier of the day notice of the meeting was mailed to stockholders or such public disclosure was made.

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With respect to the first annual meeting of stockholders of the Corporation following the Corporation becoming the sole stockholder of Fidelity Bank, notice by the stockholder shall be timely if delivered or mailed to and received by the Secretary of the Corporation not later than the close of business on the later of (i) the 100^th day prior to the date of the annual meeting and (ii) the 10^th day following the day on which public disclosure of the date of the annual meeting is first made.

The advance notice periods provided in this paragraph, once established by the initial notice or public disclosure of a date for the annual meeting of, shall remain in effect regardless of whether a subsequent notice or public disclosure shall provide that the meeting shall have been adjourned or that the date of the meeting shall have been postponed or otherwise changed from the date provided in the initial notice or public disclosure.

A stockholder’s notice must be in writing and set forth (a) as to each person whom the stockholder proposes to nominate for election as a director, (i) all information relating to such person that would indicate such person’s qualification to serve on the Board of Directors of the Corporation; (ii) an affidavit that such person would not be disqualified under the provisions of Article II, Section 12 of these Bylaws; (iii) such information relating to such person that is required to be disclosed in connection with solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, or any successor rule or regulation; and (iv) a written consent of each proposed nominee to be named as a nominee, including in proxy materials relating to the meeting to nominate the nominee(s), and to serve as a director if elected, and to serve as a director if elected; and (b) as to the stockholder giving the notice: (i) the name and address of such stockholder as they appear on the Corporation’s books and of the beneficial owner, if any, on whose behalf the nomination is made; (ii) the class or series and number of shares of capital stock of the Corporation that are owned beneficially or of record by such stockholder and such beneficial owner; (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder; (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; and (v) whether such stockholder intends to solicit proxies in support of director nominees other than the Corporation’s nominees in accordance with the Exchange Act and the rules and regulations promulgated thereunder; and (vi) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act or any successor rule or regulation. Upon request by the Corporation, if a stockholder provides notice of its intent to solicit proxies in support of director nominees other than the Corporation’s nominees in accordance with the Exchange Act and the rules and regulations promulgated thereunder, such stockholder shall deliver to the Corporation, no later than five business days prior to the applicable meeting of stockholders, reasonable evidence that it has met the requirements of the Exchange Act and the rules and regulations promulgated thereunder. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of this Section 6(b). The chairperson of the

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meeting shall, if the facts so warrant, determine that a nomination was not made in accordance with such provisions and, if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded. Furthermore, unless otherwise required by law, if any stockholder (i) provides notice pursuant to Rule 14a-19(b) under the Exchange Act and (ii) subsequently fails to comply with any requirements of Rule 14a-19 under the Exchange Act or any other rules or regulations thereunder, then the Corporation shall disregard any proxies or votes solicited for such nominees and such nomination shall be disregarded.

(c) For purposes of subsections (a) and (b) of this Section 6, the term “public disclosure” shall mean disclosure (i) in a press release issued through a nationally recognized news service, (ii) in a document publicly filed or furnished by the Corporation with the U.S. Securities and Exchange Commission or (iii) on a website maintained by the Corporation. The timely notice requirements provided in subsections (a) and (b) of this Section 6 shall apply to all stockholder nominations for election as a director and all stockholder proposals for business to be conducted at an annual meeting regardless of whether such proposal is submitted for inclusion in the Corporation’s proxy materials pursuant to Rule 14a-8 of Regulation 14A under the Exchange Act or whether such nomination is submitted for inclusion in the Corporation’s proxy materials pursuant to Rule 14a-19 of Regulation 14A under the Exchange Act.

Section 7. Proxies and Voting.

Unless the Articles of Incorporation of the Corporation provide for a greater or lesser number of votes per share or limits or denies voting rights, each outstanding share of stock, regardless of class, is entitled to one vote on each matter submitted to a vote at a meeting of stockholders; however, a share is not entitled to be voted if any installment payable on it is overdue and unpaid. In all elections for directors, directors shall be determined by a plurality of the votes cast, and except as otherwise required by law or as provided in the Articles of Incorporation of the Corporation, all other matters voted on by stockholders shall be determined by a majority of the votes cast on the matter.

A stockholder may vote the stock the stockholder owns of record either in person or by proxy. A stockholder may sign a writing authorizing another person to act as proxy. Signing may be accomplished by the stockholder or the stockholder’s authorized agent signing the writing or causing the stockholder’s signature to be affixed to the writing by any reasonable means, including facsimile signature. A stockholder may authorize another person to act as proxy by transmitting, or authorizing the transmission of, an authorization for the person to act as the proxy to the person authorized to act as proxy or to any other person authorized to receive the proxy authorization on behalf of the person authorized to act as the proxy, including a proxy solicitation firm or proxy support service organization. The authorization may be transmitted by a telegram, cablegram, datagram, electronic mail or any other electronic or telephonic means. Unless a proxy provides otherwise, it is not valid more than 11 months after its date. A proxy is revocable by a stockholder at any time without condition or qualification unless the proxy states that it is irrevocable and the proxy is coupled with an interest. A proxy may be made irrevocable for as long as it is coupled with an interest. The interest with which a proxy may be coupled includes an interest in the stock to be voted under the proxy or another general interest in the Corporation or its assets or liabilities.

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Each stockholder entitled to vote, approve, consent, or otherwise act on a matter may authorize another person or persons to act for the stockholder by proxy, but the proxy, whether revocable or irrevocable, must comply with the requirements of the Louisiana Business Corporation Act and any other applicable provisions of law. Any stockholder directly or indirectly soliciting proxies from other stockholders in respect of any nomination or other proposed item of business must use a proxy-card color other than white which is reserved for the exclusive use by the Board.

Section 8. Conduct of Voting

The Board of Directors shall, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, to act at the meeting or any adjournment thereof and make a written report thereof, in accordance with applicable law. If one or more inspectors are not so elected, the chairperson of the meeting shall make such appointment at the meeting of stockholders. At all meetings of stockholders, the proxies and ballots shall be received, and all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided or determined by the inspector of election. All voting, including on the election of directors, but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or his or her proxy or the chairperson of the meeting, a written vote shall be taken. Every written vote shall be taken by ballot, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. No candidate for election as a director at a meeting shall serve as an inspector at such meeting.

Section 9. Control Share Acquisition Act.

Notwithstanding any other provision of the Articles of Incorporation of the Corporation or these Bylaws, Title 3, Subtitle 7 of the MGCL (or any successor statute) shall not apply to any acquisition by any person of shares of stock of the Corporation. This Section 9 may be repealed by a majority of the Whole Board, in whole or in part, at any time, whether before or after an acquisition of Control Shares (as defined in Section 3-701(d) of the MGCL, or any successor provision) and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent Control Share Acquisition (as defined in Section 3-701(d) of the MGCL, or any successor provision).

ARTICLE II

BOARD OF DIRECTORS

Section 1. General Powers, Number and Term of Office.

The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. The number of directors of the Corporation shall, by virtue of the Corporation’s election made hereby to be governed by Section 3-804(b) of the MGCL, be fixed from time to time exclusively by vote of the Board of Directors; provided, however, that such

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number shall never be less than the minimum number of directors required by the MGCL now or hereafter in force. The Board of Directors shall annually elect a Chairperson of the Board from among its members and shall designate the Chairperson of the Board or his or her designee to preside at its meetings. The Board of Directors may also annually elect a Vice Chairperson. In the absence of the Chairperson of the Board, the Vice Chairperson of the Board shall preside at the meetings of the Board of Directors, and in his or her absence such other person as may be designated by a majority of the Whole Board shall preside at the meetings of the Board of Directors.

The directors, other than those who may be elected by the holders of any series of preferred stock of the Corporation, shall be divided into three classes, as nearly equal in number as reasonably possible, with the term of office of the first class to expire at the first annual meeting of stockholders, the term of office of the second class to expire at the annual meeting of stockholders one year thereafter and the term of office of the third class to expire at the annual meeting of stockholders two years thereafter, with each director to hold office until his or her successor shall have been duly elected and qualified. The names of the individuals who will serve as the initial directors of the Corporation until their successors are elected and qualify, and their initial terms, are as follows:

Term to Expire in 2025

Katherine A. Crosby

Christopher S. Ferris

Stephen W. Hales

Term to Expire in 2026

Mark C. Romig

J. Luis Baños, Jr.

Gerard W. Barousse, Jr.

Term to Expire in 2027

Wendy M. Beron

W. Anderson Baker, III

Mahlon D. Sanford

Todd G. Schexnayder

At each annual meeting of stockholders, commencing with the first annual meeting, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election or for such shorter period of time as the Board of Directors may determine, with each director to hold office until his or her successor shall have been duly elected and qualified.

Section 2. Vacancies and Newly Created Directorships.

By virtue of the Corporation’s election made hereby to be subject to Section 3-804(c) of the MGCL, any vacancies in the Board of Directors resulting from an increase in the size of the Board of Directors or the death, resignation or removal of a director may be filled only by the affirmative vote of two-thirds of the remaining directors in office, even if the remaining directors

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do not constitute a quorum, and any director elected to fill a vacancy shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until a successor is elected and qualifies. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Section 3. Regular Meetings.

Regular meetings of the Board of Directors shall be held at such place or places or by means of remote communication, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required. Any regular meeting of the Board of Directors may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement.

Section 4. Special Meetings.

Special meetings of the Board of Directors may be called by one-third (1/3) of the directors then in office (rounded up to the nearest whole number), the Chairperson of the Board, the Vice Chairperson of the Board or by the Chief Executive Officer, and shall be held at such place or by means of remote communication, on such date, and at such time as they or he or she shall fix. Notice of the place, date, and time of each such special meeting shall be given to each director who has not waived notice by mailing and post-marking written notice not less than five days before the meeting, or by facsimile or other electronic transmission of the same not less than 24 hours before the meeting. Any director may waive notice of any special meeting, either before or after such meeting, by delivering a written waiver or a waiver by electronic transmission that is filed with the records of the meeting. Attendance of a director at a special meeting shall constitute a waiver of notice of such meeting, except where the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted nor the purpose of any special meeting of the Board of Directors need be specified in the notice of such meeting. Any special meeting of the Board of Directors may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement.

Section 5. Quorum.

At any meeting of the Board of Directors, a majority of the Whole Board shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof.

Section 6. Participation in Meetings By Conference Telephone.

Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at such meeting.

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Section 7. Conduct of Business.

At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided in these Bylaws or the Corporation’s Articles of Incorporation or required by law. Action may be taken by the Board of Directors without a meeting if a unanimous consent that sets forth the action is given in writing or by electronic transmission by each member of the Board of Directors and filed in paper or electronic form with the minutes of proceedings of the Board of Directors.

Section 8. Powers.

All powers of the Corporation may be exercised by or under the authority of the Board of Directors except as provided by the Articles of Incorporation of the Corporation. Consistent with the foregoing, the Board of Directors shall have, among other powers, the unqualified power to:

(i) Declare dividends from time to time in accordance with law;

(ii) Purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine;

(iii) Authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all things necessary in connection therewith;

(iv) Remove any officer of the Corporation with or without cause, and from time to time to devolve the powers and duties of any officer upon any other person for the time being;

(v) Confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers, employees and agents;

(vi) Adopt from time to time such stock, option, stock purchase, bonus or other compensation plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine;

(vii) Adopt from time to time such insurance, retirement, and other benefit plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; and

(viii) Adopt from time to time regulations, not inconsistent with these Bylaws, for the management of the Corporation’s business and affairs.

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Section 9. Compensation of Directors.

Directors, as such, may receive, pursuant to a resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors.

Section 10. Resignation.

Any director may resign at any time by giving written notice of such resignation to the President or the Secretary at the principal office of the Corporation. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof.

Section 11. Presumption of Assent.

A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to such action unless such director announces his or her dissent at the meeting and (a) such director’s dissent is entered in the minutes of the meeting, (b) such director files his or her written dissent to such action with the secretary of the meeting before the adjournment thereof, or (c) such director forwards his or her written dissent within 24 hours after the meeting is adjourned, by certified mail, return receipt requested, bearing a postmark from the United States Postal Service, to the secretary of the meeting or the Secretary of the Corporation. Such right to dissent shall not apply to a director who voted in favor of such action or failed to make his or her dissent known at the meeting.

Section 12. Director Qualifications

(a) No person shall be eligible for election or appointment to the Board of Directors: (i) if a financial or securities regulatory agency has, within the past ten years, issued a cease and desist, consent or other formal order, other than a civil money penalty, against such person, which order is subject to public disclosure by such agency; (ii) if such person has been convicted of a crime involving dishonesty or breach of trust which is punishable by imprisonment for a term exceeding one year under state or federal law; or (iii) if such person is currently charged in any information, indictment, or other complaint with the commission of or participation in such a crime. No person may serve on the Board of Directors if such person is: (w) at the same time, a director, officer, employee or 10% or more stockholder of a bank, savings institution, credit union, mortgage banking company, consumer loan company or similar organization, other than a subsidiary of the Corporation, that engages in financial services related business activities or solicits customers, whether through a physical presence or electronically, in the same market area as the Corporation or any of its subsidiaries; (x) does not agree in writing to comply with all of the Corporation’s policies applicable to directors including but not limited to its confidentiality policy and confirm in writing his or her qualifications hereunder; (y) is a party to any agreement, understanding or arrangement with a party other than the Corporation or a subsidiary that (1) provides him or her with material benefits which are tied to or contingent on the Corporation entering into a merger, sale of control or similar transaction in which it is not the surviving institution, (2) materially limits his or her voting discretion as a member of the Board of Directors of the Corporation, or (3) materially impairs his or her ability to discharge his or her fiduciary duties with respect to the fundamental strategic direction of the Corporation; or (z) has lost more than one election for service as a director of the Corporation.

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(b) The Board of Directors shall have the power to construe and apply the provisions of this Section 12 and to make all determinations necessary or desirable to implement such provisions.

Section 13. Attendance at Board Meetings.

The Board of Directors shall have the right to remove any director from the board upon a director’s unexcused absence from (i) three consecutive regularly scheduled meetings of the Board of Directors, or (ii) three regularly scheduled meetings of the Board of Directors in any fiscal year of the Corporation.

ARTICLE III

COMMITTEES

Section 1. Committees of the Board of Directors.

(a) General Provisions. The Board of Directors may appoint from among its members an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and such other committees as the Board of Directors deems necessary or desirable. The Board of Directors may delegate to any committee so appointed any of the powers and authorities of the Board of Directors to the fullest extent permitted by the MGCL and any other applicable law.

(b) Composition. Each committee shall be composed of one or more directors or any other number of members specified in these Bylaws or required by applicable regulations or stock exchange rules. The Nominating Committee shall recommend committees, committee memberships, and committee chairs to the Board of Directors. The Board of Directors shall have the power at any time to appoint the chairperson and the members of any committee, change the membership of any committee, to fill all vacancies on committees, to designate alternate members to replace or act in the place of any absent or disqualified member of a committee, or to dissolve any committee. A member of a committee may resign from that committee at any time by giving written notice of such resignation to the Chairperson of the Board. Unless otherwise specified therein, such resignation from the committee shall take effect upon receipt thereof.

(c) Issuance of Stock. If the Board of Directors has given general authorization for the issuance of stock providing for or establishing a method or procedure for determining the maximum number of shares to be issued, a committee of the Board of Directors, in accordance with that general authorization or any stock option or other plan or program adopted by the Board of Directors, may authorize or fix the terms of stock subject to classification or reclassification and the terms on which any stock may be issued, including all terms and conditions required or permitted to be established or authorized by the Board of Directors. Any committee so designated may exercise the power and authority of the Board of Directors if the resolution that designated the committee or a supplemental resolution of the Board of Directors shall so provide.

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Section 2. Conduct of Business.

Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if a unanimous consent that sets forth the action is given in writing or by electronic transmission by each member of the committee and filed in paper or electronic form with the minutes of the proceedings of such committee. The members of any committee may conduct any meeting thereof by conference telephone or other communications equipment in accordance with the provisions of Section 6 of Article II.

ARTICLE IV

OFFICERS

Section 1. Generally.

(a) The Board of Directors as soon as may be practicable after the annual meeting of stockholders shall choose a Chairperson of the Board, Chief Executive Officer, President, one or more Vice Presidents, a Secretary and a Chief Financial Officer/Treasurer and from time to time may choose such other officers as it may deem proper. Any number of offices may be held by the same person, except that no person may concurrently serve as both President and Vice President of the Corporation.

(b) The term of office of all officers shall be until the next annual election of officers and until their respective successors are chosen, but any officer may be removed from office at any time by the affirmative vote of a majority of the Whole Board.

(c) All officers chosen by the Board of Directors shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof.

Section 2. Chairperson of the Board of Directors.

The Chairperson of the Board of Directors of the Corporation shall perform all duties and have all powers that are commonly incident to the office of Chairperson of the Board or that are delegated to him or her by the Board of Directors. He or she shall have power to sign all stock certificates, contracts and other instruments of the Corporation that are authorized.

Section 3. Vice Chairperson of the Board of Directors.

If appointed, the Vice Chairperson of the Board of Directors of the Corporation shall perform all duties and have all powers which are commonly incident to the office of Chairperson of the Board, with such duties to be performed and powers to be held in the absence of the Chairperson of the Board, or which are delegated to him or her by the Board of Directors.

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Section 4. Chief Executive Officer.

The Chief Executive Officer, subject to the control of the Board of Directors, shall serve in a general executive capacity and have general power over the management and oversight of the administration and operation of the Corporation’s business and general supervisory power and authority over its policies and affairs. The Chief Executive Officer shall see that all orders and resolutions of the Board of Directors and of any committee thereof are carried into effect.

Section 5. President.

The President shall perform the duties of the Chief Executive Officer in the Chief Executive Officer’s absence or during his or her disability to act. In addition, the President shall perform the duties and exercise the powers usually incident to their respective office and/or such other duties and powers as may be properly assigned to the President from time to time by the Board of Directors, the Chairperson of the Board or the Chief Executive Officer.

Section 6. Vice President.

The Vice President or Vice Presidents (including Executive Vice Presidents or other levels of Vice President designated by the Board of Directors), if any, shall perform the duties of the Chief Executive Officer in the absence of both the Chief Executive Officer and the President, or during their disability to act. In addition, the Vice Presidents shall perform the duties and exercise the powers usually incident to their respective office and/or such other duties and powers as may be properly assigned to the Vice Presidents from time to time by the Board of Directors, the Chairperson of the Board or the Chief Executive Officer.

Section 7. Secretary.

The Secretary or an Assistant Secretary shall issue notices of meetings, shall keep the minutes of meetings, shall have charge of the seal and the corporate books, shall perform such other duties and exercise such other powers as are usually incident to such offices and/or such other duties and powers as are properly assigned thereto by the Board of Directors, the Chairperson of the Board or the Chief Executive Officer.

Section 8. Chief Financial Officer/Treasurer.

The Chief Financial Officer/Treasurer shall have charge of all monies and securities of the Corporation, other than monies and securities of any division of the Corporation that has a treasurer or financial officer appointed by the Board of Directors, and shall keep regular books of account. The funds of the Corporation shall be deposited in the name of the Corporation by the Chief Financial Officer/Treasurer with such banks or trust companies or other entities as the Board of Directors from time to time shall designate. The Chief Financial Officer/Treasurer shall sign or countersign such instruments as require his or her signature, shall perform all such duties and have all such powers as are usually incident to such office and/or such other duties and powers as are properly assigned to him or her by the Board of Directors, the Chairperson of the Board or the Chief Executive Officer, and may be required to give bond for the faithful performance of his or her duties in such sum and with such surety as may be required by the Board of Directors.

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Section 9. Other Officers.

The Board of Directors may designate and fill such other offices in its discretion and the persons holding such other offices shall have such powers and shall perform such duties as the Board of Directors or Chief Executive Officer may from time to time assign.

Section 10. Action with Respect to Securities of Other Corporations

Stock of other corporations or associations, registered in the name of the Corporation, may be voted by the Chief Executive Officer, the President, a Vice President, or a proxy appointed by either of them. The Board of Directors, however, may by resolution appoint some other person to vote such shares, in which case such person shall be entitled to vote such shares upon the production of a certified copy of such resolution.

ARTICLE V

STOCK

Section 1. Certificates of Stock.

The Board of Directors may determine to issue certificated or uncertificated shares of capital stock and other securities of the Corporation. For certificated stock, each stockholder is entitled to certificates that represent and certify the shares of stock he or she holds in the Corporation. Each stock certificate shall include on its face the name of the Corporation, the name of the stockholder or other person to whom it is issued, and the class of stock and number of shares it represents. It shall also include on its face or back (a) a statement of any restrictions on transferability and a statement of the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the stock of each class that the Corporation is authorized to issue, of the differences in the relative rights and preferences between the shares of each series of preferred stock that the Corporation is authorized to issue, to the extent they have been set, and of the authority of the Board of Directors to set the relative rights and preferences of subsequent series of preferred stock; or (b) a statement which provides in substance that the Corporation will furnish a full statement of such information to any stockholder on request and without charge. Such request may be made to the Secretary or to the Corporation’s transfer agent. Upon the issuance of uncertificated shares of capital stock, the Corporation shall send the stockholder a written statement of the same information required above with respect to stock certificates. Each stock certificate shall be in such form, not inconsistent with law or with the Corporation’s Articles of Incorporation, as shall be approved by the Board of Directors or any officer or officers designated for such purpose by resolution of the Board of Directors. Each stock certificate shall be signed by the Chairperson of the Board, the President, or a Vice President, and countersigned by the Secretary, an Assistant Secretary, the Chief Financial Officer, the Treasurer, or an Assistant Treasurer. Each certificate may be sealed with the actual corporate seal or a facsimile of it or in any other form and the signatures may be either manual or facsimile signatures. A certificate is valid and may be issued whether or not an officer who signed it is still an officer when it is issued. A certificate may not be issued until the stock represented by it is fully paid.

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Section 2. Transfers of Stock.

Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of Article V of these Bylaws or in the case where shares are held in uncertificated form, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

Section 3. Record Dates or Closing of Transfer Books.

The Board of Directors may, and shall have the power to, set a record date or direct that the stock transfer books be closed for a stated period for the purpose of making any proper determination with respect to stockholders, including which stockholders are entitled to notice of a meeting, vote at a meeting, receive a dividend, or be allotted other rights. The record date may not be prior to the close of business on the day the record date is fixed nor, subject to Section 3 of Article I of these Bylaws, more than 90 days before the date on which the action requiring the determination will be taken; the transfer books may not be closed for a period longer than 20 days; and in the case of a meeting of stockholders, the record date or the closing of the transfer books shall be at least ten days before the date of the meeting. Any shares of the Corporation’s own stock acquired by the Corporation between the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders and the time of the meeting may be voted at the meeting by the holder of record as of the record date and shall be counted in determining the total number of outstanding shares entitled to be voted at the meeting.

Section 4. Lost, Stolen or Destroyed Certificates.

The Board of Directors of the Corporation may determine the conditions for issuing a new stock certificate in place of one that is alleged to have been lost, stolen, or destroyed, or the Board of Directors may delegate such power to any officer or officers of the Corporation or to the transfer agent designated to transfer shares of the stock of the Corporation. In their discretion, the Board of Directors or such officer or officers may require the owner of the certificate to give a bond, with sufficient surety, to indemnify the Corporation against any loss or claim arising as a result of the issuance of a new certificate. In their discretion, the Board of Directors or such officer or officers may refuse to issue such new certificate without the order of a court having jurisdiction over the matter.

Section 5. Stock Ledger.

The Corporation shall maintain a stock ledger that contains the name and address of each stockholder and the number of shares of stock of each class that the stockholder holds. The stock ledger may be in written form or in any other form that can be converted within a reasonable time into written form for visual inspection. The original or a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular class of stock or, if none, at the principal executive office of the Corporation.

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Section 6. Regulations.

The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VI

MISCELLANEOUS

Section 1. Facsimile and Electronic Signatures.

In addition to the provisions for use of facsimile and electronic signatures elsewhere specifically authorized in these Bylaws, facsimile and electronic signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

Section 2. Corporate Seal.

The Board of Directors may provide a suitable seal, bearing the name of the Corporation, which shall be in the charge of the Secretary. The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof. If the Corporation is required to place its corporate seal to a document, it is sufficient to meet the requirement of any law, rule, or regulation relating to a corporate seal to place the word “(seal)” adjacent to the signature of the person authorized to sign the document on behalf of the Corporation.

Section 3. Books and Records.

The Corporation shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of its stockholders and Board of Directors and of any committee when exercising any of the powers of the Board of Directors. The books and records of the Corporation may be in written form or in any other form that can be converted within a reasonable time into written form for visual inspection. Minutes shall be recorded in written form but may be maintained in the form of a reproduction. The original or a certified copy of these Bylaws shall be kept at the principal office of the Corporation.

Section 4. Reliance upon Books, Reports and Records.

Each director, each member of any committee designated by the Board of Directors, and each officer and agent of the Corporation shall, in the performance of his or her duties, in addition to any protections conferred upon him or her by law, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters that such director, committee member, officer or agent reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

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Section 5. Fiscal Year.

The fiscal year of the Corporation shall commence on the first day of January and end on the last day of December in each year.

Section 6. Time Periods.

In applying any provision of these Bylaws that requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.

Section 7. Checks, Drafts, Etc.

All checks, drafts and orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the Corporation, shall be signed by any officer, employee or agent of the Corporation that is authorized by the Board of Directors.

Section 8. Mail.

Any notice or other document that is required by these Bylaws to be mailed shall be deposited in the United States mail, postage prepaid.

Section 9. Contracts and Agreements.

To the extent permitted by applicable law, and except as otherwise prescribed by the Articles of Incorporation or these Bylaws, the Board of Directors may authorize any officer, employee or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. A person who holds more than one office in the Corporation may not act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer.

ARTICLE VII

AMENDMENTS

The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the Whole Board. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation. In addition to any vote of the holders of any class or series of stock of the Corporation required by law or by the Corporation’s Articles of Incorporation, the affirmative vote of the holders of at least 80% of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (after giving effect to the provisions of Article 5 of the Corporation’s Articles of Incorporation), voting together as a single class, shall be required for the adoption, amendment or repeal of any provisions of the Bylaws of the Corporation by the stockholders.

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EX-4

Exhibit 4

The Board of Directors of FB Bancorp, Inc. (the “Company”) is authorized by resolution or resolutions, from time to time adopted, to provide for the issuance of more than one class of stock, including preferred stock in series, and to fix and state the voting powers, designations, preferences, limitations and restrictions thereof. The Company will furnish to any stockholder upon request and without charge a full description of each class of stock and any series thereof.

The shares represented by this certificate are subject to a limitation contained in the Articles of Incorporation to the effect that in no event shall any record owner of any outstanding shares of common stock that is beneficially owned, directly or indirectly, by a person who beneficially owns in excess of 10% of the outstanding shares of common stock (the “Limit”) be entitled or permitted to any vote in respect of shares held in excess of the Limit.

The shares represented by this certificate may not be cumulatively voted on any matter. The Articles of Incorporation require that, with limited exceptions, no amendment, addition, alteration, change or repeal of the Articles of Incorporation shall be made, unless such is first approved by the Board of Directors of the Company and approved by the stockholders by a majority of the total shares entitled to vote, or in certain circumstances approved by the affirmative vote of up to 80% of the shares entitled to vote.

The following abbreviations when used in the inscription on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM	-  as tenants in common	UNIF GIFT MIN ACT	- _________ Custodian __________
			(Cust)        (Minor)
TEN ENT	-  as tenants by the entireties
			Under Uniform Gifts to Minors Act
JT TEN	-  as joint tenants with right of survivorship and not as tenants in common
			(State)

Additional abbreviations may also be used though not in the above list

For value received,                  hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER

 

(please print or typewrite name and address including postal zip code of assignee)

                                                           Shares of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ____________________________________ ________________________________________________________ Attorney to transfer the said shares on the books of the within named corporation with full power of substitution in the premises.

Dated,
In the presence of	Signature:

NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME OF THE STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER. THE SIGNATURE SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS ASSOCIATIONS, AND CREDIT UNIONS) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO SEC RULE 17Ad-15.

EX-5

Exhibit 5

LUSE GORMAN, PC

ATTORNEYS AT LAW

5335 Wisconsin Avenue, NW, Suite 780

Washington, D.C. 20015

Telephone (202) 274-2000

Facsimile (202) 362-2902

www.luselaw.com

March 4, 2024

The Board of Directors

FB Bancorp, Inc.

353 Carondelet Street

New Orleans, Louisiana 70130

Re: FB Bancorp, Inc.

Common Stock, Par Value $0.01 Per Share

Ladies and Gentlemen:

You have requested the opinion of this firm as to certain matters in connection with the offer, sale and issuance of shares of common stock, par value $0.01 per share (“Common Stock”), of FB Bancorp, Inc. (the “Company”), as well as the registration of participation interests in the Common Stock (the “Participation Interests”) to be purchased by the Fidelity Bank 401(k) Savings and Investment Plan.

We have reviewed the Company’s Articles of Incorporation and its Registration Statement on Form S-1 (the “Form S-1”), the Plan of Conversion of Fidelity Bank (the “Plan”), as well as applicable statutes and regulations governing the Company and the offer and sale of the Common Stock and the registration of the Participation Interests. The opinion expressed below is limited to the laws of the State of Maryland (which includes applicable provisions of Maryland General Corporation Law, the Maryland Constitution and reported judicial decisions interpreting the Maryland General Corporation Law and the Maryland Constitution).

We are of the opinion that upon the declaration of effectiveness of the Form S-1, the Common Stock, when issued and sold, in accordance with the Plan, will be legally issued, fully paid and non-assessable. We are also of the opinion that upon the declaration of effectiveness of the Form S-1, the Participation Interests will be validly offered in the manner described in the Form S-1 and will be binding obligations of the Company.

We hereby consent to our firm being referenced under the caption “Legal Matters” in the prospectus contained in the Form S-1 and to the filing of this opinion as an exhibit to the Form S-1. By giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

Very truly yours,

/s/ Luse Gorman, PC

LUSE GORMAN, PC

EX-8.1

Exhibit 8.1

LUSE GORMAN, PC

ATTORNEYS AT LAW

5335 WISCONSIN AVENUE, N.W., SUITE 780

WASHINGTON, D.C. 20015

TELEPHONE (202) 274-2000

FACSIMILE (202) 362-2902

www.luselaw.com

March 1, 2024

Boards of Directors

Fidelity Bank

FB Bancorp, Inc.

353 Carondelet St.

New Orleans, LA 70130

Boards of Directors:

You have requested this firm’s opinion regarding the material federal income tax consequences of the proposed conversion (the “Conversion”) of Fidelity Bank (the “Bank”) from a Louisiana-chartered mutual savings bank to a Louisiana-chartered stock savings bank (“Stock Bank”), pursuant to the Plan of Conversion of Fidelity Bank adopted by the Board of Directors of the Bank (the “Plan”). In the Conversion, all of the Bank’s to-be-issued capital stock, consisting entirely of voting common stock, will be acquired by FB Bancorp, Inc., a Maryland corporation (the “Holding Company”). All capitalized terms used but not defined herein shall have the same meaning as set forth in the Plan.

For purposes of this opinion, we have examined such documents and questions of law as we have considered necessary or appropriate, including but not limited to: (1) the Holding Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Registration Statement”), relating to the proposed issuance of shares of common stock; (2) the applications or notices for approval/non-objection of the Conversion and the formation of a new bank holding company filed with the Louisiana Office of Financial Institutions, the Federal Deposit Insurance Corporation and the Board of Governors of the Federal Reserve System, respectively (the “Applications”); (3) the Plan; (4) the Articles of Incorporation and Bylaws of the Stock Bank; and (5) the Articles of Incorporation and Bylaws of the Holding Company. We have also relied upon, without independent verification, the representations of the Bank and the Holding Company contained in their letter to us dated as of the date hereof. We have assumed and have not independently verified the authenticity of all original documents, the accuracy of all copies, and the genuineness of all signatures. We have further assumed the absence of adverse facts not apparent from the face of the instruments and documents we examined.

Boards of Directors

Fidelity Bank

March 1, 2024

Page 2

In issuing our opinion, we have assumed that the Bank and the Holding Company will comply with the terms and conditions of the Plan, and that the various representations provided to us are accurate, complete, true and correct. Accordingly, we express no opinion concerning the effect, if any, of variations from the foregoing. We specifically express no opinion concerning tax matters relating to the Plan under state and local tax laws and under federal income tax laws except on the basis of the documents and assumptions described above.

In issuing the opinion set forth below, we have relied solely on existing provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed Treasury regulations (the “Regulations” or “Treas. Reg.”) thereunder, current administrative rulings, notices and procedures, and court decisions. Such laws, regulations, administrative rulings, notices and procedures and court decisions are subject to change at any time. Any such change could affect the continuing validity of the opinions set forth below. This opinion is as of the date hereof, and we disclaim any obligation to advise you of any change in any matter considered herein after the date hereof.

In rendering our opinion, we have assumed that the persons and entities identified in the Plan will at all times comply with applicable state and federal laws and the factual representations of the Bank and the Holding Company. In addition, we have assumed that the activities of the persons and entities identified in the Plan will be conducted strictly in accordance with the Plan. Any variations may affect the opinions we are rendering. For purposes of this opinion, we are relying on the factual representations provided to us by the Bank and the Holding Company, which are incorporated herein by reference.

We emphasize that the outcome of litigation cannot be predicted with certainty and, although we have attempted in good faith to opine as to the probable outcome of the merits of each tax issue with respect to which an opinion was requested, there can be no assurance that our conclusions are correct or that they would be adopted by the Internal Revenue Service (“IRS”) or by a court.

BACKGROUND

The Bank, a mutual savings bank organized under the law of Louisiana, is in the process of converting to a Louisiana-chartered stock savings bank. As a Louisiana-chartered mutual savings bank, the Bank has no authorized capital stock. Instead the Bank, in mutual form, has a unique equity structure. A depositor in the Bank is entitled to payment of interest on the depositor’s account balance as declared and paid by the Bank. A depositor has no right to a distribution of any earnings of the Bank, except for interest paid on the deposit balance, and such earnings become retained earnings of the Bank. However, a depositor has a pro-rata ownership interest in the net worth of the Bank based upon the deposit balance in the depositor’s account. This interest may only be realized in the event of a complete liquidation of the Bank. A

Boards of Directors

Fidelity Bank

March 1, 2024

Page 3

depositor who reduces or closes the depositor’s deposit account with the Bank receives solely the balance of the depositor’s deposit account. In connection with and at the effective time of the Conversion, Eligible Account Holders and Supplemental Eligible Account Holders will exchange their liquidation rights in the Bank for an interest in a liquidation account (“Liquidation Account”) established at the Stock Bank.

PROPOSED TRANSACTION

The Holding Company has been formed under the laws of the State of Maryland for the purpose of the proposed transactions described herein, to engage in business as a bank holding company and to own all of the outstanding capital stock of the Stock Bank. The Holding Company will issue shares of its voting common stock (“Common Stock”), upon completion of the Conversion, to persons purchasing such shares as described in greater detail below.

Following regulatory approval, the Plan provides for the offer and sale of shares of Common Stock in a Subscription Offering pursuant to nontransferable subscription rights on the basis of the following preference categories: (1) Eligible Account Holders; (2) the Bank’s tax-qualified employee benefit plans, including the newly formed employee stock ownership plan; (3) Supplemental Eligible Account Holders; and (4) Other Members, all as described in the Plan. The number of shares at the minimum of the offering range must be sold. If shares remain after all orders are filled in the categories described above, the Plan provides for a community offering to the general public with a preference given to residents of the general public residing in the Community (“Community Offering”), followed by a syndicated community offering (“Syndicated Community Offering”) or Firm Commitment Underwritten Offering for the shares not sold in the Community Offering.

Pursuant to the Plan, all shares of Common Stock will be issued and sold at a uniform price per share. The aggregate purchase price at which all shares of Common Stock will be offered and sold pursuant to the Plan will be equal to the estimated pro forma market value of the Holding Company and the Bank, as converted. The estimated pro forma market value will be determined by Fin Pro, Inc., an independent appraiser. The conversion of the Bank from mutual-to-stock form and the sale of newly issued shares of the stock of the Stock Bank to the Holding Company will be deemed effective concurrently with the closing of the sale of Common Stock.

Boards of Directors

Fidelity Bank

March 1, 2024

Page 4

OPINION OF COUNSEL

Based solely upon the foregoing information, we render the following opinion:

1. The change in the form of operation of the Bank from a Louisiana mutual savings bank to a Louisiana stock savings bank, as described above, will constitute a reorganization within the meaning of Code Section 368(a)(1)(F), and no gain or loss will be recognized to either the Bank or to Stock Bank as a result of such Conversion. See Revenue Ruling (“Rev. Rul.”) 80-105, 1980-1 C.B. 78. The Bank and Stock Bank will each be a party to a reorganization within the meaning of Code Section 368(b). Rev. Rul. 72-206, 1972-1 C.B. 104.

2. No gain or loss will be recognized by Stock Bank on the receipt of money from Holding Company in exchange for its shares or by Holding Company upon the receipt of money from the sale of Common Stock. Code Section 1032(a).

3. The assets of the Bank will have the same basis in the hands of Stock Bank as they had in the hands of the Bank immediately prior to the Conversion. Code Section 362(b).

4. The holding period of the Bank’s assets to be received by Stock Bank will include the period during which the assets were held by the Bank prior to the Conversion. Code Section 1223(2).

5. No gain or loss will be recognized by the account holders of the Bank upon the issuance to them of withdrawable deposit accounts in Stock Bank in the same dollar amount and under the same terms as their deposit accounts in the Bank and no gain or loss will be recognized by Eligible Account Holders or Supplemental Eligible Account Holders upon receipt by them of an interest in the Liquidation Account of Stock Bank, in exchange for their ownership interests in the Bank. Code Section 354(a).

6. The basis of the account holders’ deposit accounts in the Stock Bank will be the same as the basis of their deposit accounts in the Bank surrendered in exchange therefor. The basis of each Eligible Account Holder’s and Supplemental Eligible Account Holder’s interests in the Liquidation Account of the Stock Bank will be zero, that being the cost of such property.

7. It is more likely than not that the fair market value of the nontransferable subscription rights to purchase Common Stock will be zero. Accordingly, no gain or loss will be recognized by Eligible Account Holders or Supplemental Eligible Account Holders or Other Members upon the distribution to them of the nontransferable subscription rights to purchase Common Stock. No taxable income will be realized by the Eligible Account Holders, Supplemental Eligible Account Holders or Other Members as a result of the exercise of the nontransferable subscription rights. Rev. Rul. 56-572, 1956-2 C.B. 182.

Boards of Directors

Fidelity Bank

March 1, 2024

Page 5

8. It is more likely than not that the basis of the Common Stock to its holders will be the purchase price thereof. Code Section 1012. The stockholder’s holding period will commence upon the exercise of the subscription rights. Code Section 1223(5).

9. For purposes of Section 381 of the Code, the Stock Bank will be treated as if there had been no reorganization. Accordingly, the taxable year of the Bank will not end on the effective date of the Conversion merely because of the transfer of assets of the Bank to the Stock Bank, and the tax attributes of the Bank will be taken into account by the Stock Bank as if there had been no reorganization. Treas. Reg. Section 1.381(b)-(1)(a)(2).

10. The part of the taxable year of the Bank before the reorganization and the part of the taxable year of Stock Bank after the reorganization will constitute a single taxable year of Stock Bank. See Rev. Rul. 57-276, 1957-1 C.B. 126. Consequently, the Bank will not be required to file a federal income tax return for any portion of that taxable year solely by reason of the Conversion. Treas. Reg. Section 1.381(b)-1(a)(2).

11. The tax attributes of the Bank enumerated in Code Section 381(c) will be taken into account by Stock Bank. Treas. Reg. Section 1.381(b)-1(a)(2).

Notwithstanding any reference to Code Section 381 above, no opinion is expressed or intended to be expressed herein as to the effect, if any, of the Conversion on the continued existence of, the carryover or carryback of, or the limitation on, any net operating losses of the Bank or its successor, Stock Bank, under the Code.

Our opinion under paragraph 5 above is based on the premise that the benefit provided by the Liquidation Account in the Stock Bank has a fair market value of zero at the time of the Conversion. The Stock Bank Liquidation Account payment obligation arises only in a liquidation of the Stock Bank including if the Stock Bank enters into a transaction to transfer its assets and liabilities to a credit union. We understand that: (i) no holder of an interest in a liquidation account has ever received payment of an interest in a liquidation account attributable to the liquidation of a solvent bank (other than as set forth below); (ii) the interests in the Stock Bank Liquidation Account are not transferable by an Eligible Account Holder or Supplemental Eligible Account Holder; (iii) the amounts due under the Stock Bank Liquidation Account with respect to each Eligible Account Holder and Supplemental Eligible Account Holder will be reduced as their deposits in the Stock Bank are reduced, as described in the Plan; and (iv) holders of an interest in a liquidation account have received payments of their interest in only a limited number of instances (out of hundreds of transactions involving mergers, acquisitions and the purchase of assets and assumptions of liabilities of holding companies and subsidiary banks). These instances involved the purchase and assumption of a bank’s assets by a credit union. However, not all states permit the sale of a bank’s assets to a credit union, further limiting the opportunity for this type of transaction. We also note that the U.S. Supreme Court in Paulsen v. Commissioner, 469 U.S. 131 (1985), stated the following:

The right to participate in the net proceeds of a solvent liquidation is also not a significant part of the value of the shares. Referring to the possibility of a solvent liquidation of a mutual savings association, this Court observed: “It stretches the imagination very far to attribute any real value to such a remote contingency, and when coupled with the fact that it represents nothing which the depositor can readily transfer, any theoretical value reduces almost to the vanishing point.” Society for Savings v. Bowers, 349 U.S. 143, 150 (1955).

Boards of Directors

Fidelity Bank

March 1, 2024

Page 6

In the present case, we believe that the same analysis as was applied in Paulsen and Society for Savings can be applied to the extremely remote contingency that a depositor will, at some undetermined time in the future, realize value from the sale of a bank’s assets to a credit union. First, some states prohibit a credit union from acquiring a bank’s assets through a purchase and assumption transaction. Second, although others do, as noted above, there have been only a limited number of instances where a credit union has acquired the assets of a bank where an amount representing the then-value of a liquidation account has been (or will be) paid to the bank’s eligible depositors. These instances all involved former mutual banks that were required to establish liquidation accounts in a conversion transaction to a stock bank and who later engaged in a purchase and assumption transaction with a credit union. We are aware of less than ten instances out of hundreds of converted former mutual banks since 1816 (the date the first mutual bank was chartered, in Massachusetts) have engaged in purchase and assumption transactions with credit unions and have been required to distribute to their depositors the remains of any liquidation accounts. Under these circumstances, we agree with the statement by the Supreme Court in Society for Savings that “any theoretical value reduces almost to the vanishing point.”

In addition, we are relying on a letter from Fin Pro, Inc., dated February 28, 2024, to you stating its belief that the benefit provided by the Stock Bank Liquidation Account does not have any economic value at the time of the Conversion. Based on the foregoing, we believe it is more likely than not that liquidation rights in the Stock Bank Liquidation Account have no value.

If the IRS were to subsequently find that the Stock Bank Liquidation Account had economic value as of the time of the Conversion, each Eligible Account Holder and Supplemental Eligible Account Holder may need to recognize income in the amount of the fair market value of their interest in the Stock Bank Liquidation Account as of the effective date of the Conversion. However, we are not aware of any situation where rights in a bank liquidation account have been found to have an economic value at the time of a mutual-to-stock conversion of a mutual bank or a second-step conversion of a mutual holding company.

Boards of Directors

Fidelity Bank

March 1, 2024

Page 7

Our opinion under paragraph 7 above is predicated on the representation that no person shall receive any payment, whether in money or property, in lieu of the issuance of subscription rights. Our opinion under paragraphs 7 and 8 is based on the facts that the subscription rights will be granted at no cost to the recipients, will be legally non-transferable and of short duration, and will provide the recipient with the right only to purchase shares of Common Stock at the same price to be paid by members of the general public in any Community Offering. We also note that Fin Pro, Inc. has issued a letter dated February 28, 2024, stating that the subscription rights will have no ascertainable market value. We further note that the IRS has not in the past reached a different conclusion with respect to the value of nontransferable subscription rights. If the subscription rights are subsequently found to have value, income may be recognized by various recipients of the subscription rights (in certain cases, whether or not the rights are exercised) and the Holding Company and/or Stock Bank may be taxable on the distribution of the subscription rights.

CONSENT

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and as an exhibit to the Applications with respect to the Conversion, as applicable. We also hereby consent to the references to this firm in the prospectus which is a part of the Registration Statement and the Applications.

Boards of Directors

Fidelity Bank

March 1, 2024

Page 8

USE OF OPINION

We hereby consent to the use of and reliance on this opinion by Jones Walker LLP in issuing its state tax opinion to the Bank and the Holding Company related to the Conversion.

Very truly yours,

/s/Luse Gorman, PC

LUSE GORMAN, PC

EX-8.2

Exhibit 8.2

Jones Walker LLP

201 St. Charles Ave

New Orleans, LA 70170-5100

www.joneswalker.com

March 1, 2024

Boards of Directors

FB Bancorp, Inc.

Fidelity Bank

353 Carondelet St.

New Orleans, Louisiana 70130

Re: Opinion Regarding Louisiana Income Tax Effects of Proposed Conversion of Fidelity Bank

from a Louisiana-chartered Mutual Savings Bank to a Louisiana-chartered Stock Savings Bank

Boards of Directors:

You have requested our opinion regarding the Louisiana state income tax consequences of the proposed conversion (the “Conversion”) of Fidelity Bank from a state-chartered mutual savings bank (the “Bank”) to a state-chartered stock savings bank (the “Stock Bank”), pursuant to a plan of conversion adopted by the Board of Directors of the Bank on February 28, 2024 (the “Plan”). In the Conversion, all of the Bank’s to-be-issued stock will be acquired by FB Bancorp, Inc., a newly organized State of Maryland corporation (the “Holding Company”).

We have reviewed the opinion prepared by the law firm of Luse Gorman, PC, dated March 1, 2024, concerning the federal income tax consequences of the Conversion (the “Federal Tax Opinion”). In forming our opinions, we have not independently verified, but specifically rely on the facts, assumptions, and representations cited in the Federal Tax Opinion, including, but not limited to, the representations of the Bank and the Holding Company contained in the Affidavit of Representations addressed to Luse Gorman and us dated as of the date hereof; and further, in forming our opinions herein, we are specifically relying on the opinions expressed in the Federal Tax Opinion as to the resulting federal income tax consequences and to the consent to our use and reliance on the Federal Tax Opinion. Should any of the said facts, assumptions or representations relied upon by the Federal Tax Opinion and by us prove to be untrue; or if for that or any other reason the ultimate federal tax treatment of the Conversion should differ from that anticipated in the Federal Tax Opinion, our conclusions as outlined herein might be significantly affected. All capitalized terms used but not defined herein have the same meaning as in the Federal Tax Opinion.

Our opinion is based on current provisions of Louisiana law, including enacted statutes, regulations promulgated thereunder, and case law; any of which may be changed at any time, potentially with retroactive effect. Any such change in the relevant provisions of Louisiana law may affect the continuing validity of our opinion. We specifically disclaim any obligation to update our opinion for any change in relevant facts or law occurring after the date hereof. Our opinion is limited to the Louisiana income tax consequences of the Conversion, and no opinion is expressed regarding the potential application of any other tax or the laws of any other jurisdictions.

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LAW & ANALYSIS

Louisiana imposes a corporation income tax (the “Louisiana CIT”) on the Louisiana taxable income of domestic and foreign corporations and other entities taxed as corporations for federal income tax purposes. La R.S. 47:287.11. “Louisiana taxable income” is defined as Louisiana net income, less deductions for allowed net operating losses. La R.S. 47:287.69.

“Louisiana net income” is defined as federal taxable income, subject to specified modifications, that is earned or derived from sources within Louisiana. La R.S. 47:287.65, 47:287.67, 47:287.71, 47:287.73, 47:287.75. For purposes of determining federal taxable income, corporations that are included with affiliates in a consolidated federal income tax return must file their Louisiana CIT return on a separate corporation basis. La R.S. 47:287.733. Dividends received from banking corporations organized under the laws of Louisiana, from national banking corporations doing business in Louisiana, and from capital stock associations, whose stock is subject to ad valorem taxation in Louisiana, are subtracted from federal taxable income to arrive at Louisiana net income. La R.S. 47:287.71.B(6).

Mutual savings banks, national banking corporations, and state banking corporations that pay a Louisiana property tax on their shares of stock are exempt from Louisiana CIT. La R.S. 47:287.501, Reg. 1140(C)(1), Tit. 61, LAC. The shares of stock of all banks, banking companies, firms, associations or corporations doing a banking business in Louisiana are subject to the Louisiana “bank shares tax.” La R.S. 47:1967. The Bank, as either a state-chartered mutual savings bank or a state-chartered stock savings bank, is subject to and pays the Louisiana “bank shares tax” and is therefore exempt from the Louisiana CIT.

Louisiana imposes an income tax on the net income of resident individuals, from whatever source derived; and on net income of nonresident individuals that is derived from property located in, services rendered in, business transacted in, or sources within Louisiana. La R.S. 47:31(1) and (2) and 47:290.B. Net income subject to tax is defined as federal adjusted gross income subject to certain specified modifications. La R.S. 47:290; 47:293. Income distributed by a trust, partnership or mutual fund to an individual taxpayer retains the same character in the individual’s hands as it had in the distributor’s hands to the extent that such income similarly retains its character for federal income tax purposes. La R.S. 47:293(9)(d).

Louisiana imposes an income tax on the “Louisiana taxable income” of an estate or trust. La R.S. 47:300.1. Louisiana taxable income is defined as taxable income determined in accordance with federal law for the same tax year, but subject to certain specified modifications. La. R.S. 47:300.6A (resident) and 47:300.7A (nonresident). The tax is imposed on a nonresident estate or trust only to the extent of income earned within or derived from sources within Louisiana. La R.S. 47:300.3, 47:300.6, 47:300.7.

2

Louisiana does not tax partnerships unless the partnership is treated and taxed as a corporation for federal income tax purposes; however, partners are taxable on their distributive shares of partnership income, whether or not actually distributed. La R.S. 47:201, 47:202, and 47:287.92B(3).

For Louisiana income tax purposes, a limited liability company is treated and taxed in the same manner it is treated and taxed for federal income tax purposes. La R.S. 12:1368.

No specified modifications to federal taxable income are provided by the laws applicable for the Louisiana CIT, personal income tax, and estate and trust income tax for gains and losses realized by “parties to a reorganization,” as defined by the Internal Revenue Code of 1986, as amended. Neither is there a specified modification provided by such laws with respect to the determination of basis or holding period of stock received in a reorganization that would enter into the computation or taxation of gain or loss for Louisiana taxation purposes. In the absence of any such specified modifications, the recognition of taxable gain and the determination of basis and holding period of assets received in the Conversion for federal income tax purposes should also be applicable for Louisiana CIT, personal income tax, and estate and trust income tax purposes, as more specifically outlined below.

OPINIONS

Based on the facts, assumptions, and representations cited, and the conclusions expressed in the Federal Tax Opinion, we express the following opinions regarding the application of the Louisiana CIT and personal income tax law to the Conversion:

1. No gain or loss will be recognized by the Bank or the Stock Bank as a result of the Conversion.

2. No gain or loss will be recognized by the Stock Bank upon the receipt of money from the Holding Company in exchange for its shares or by the Holding Company upon the receipt of money from the sale of the Common Stock.

3. No gain or loss will be recognized by the account holders of the Bank upon the issuance to them of withdrawable deposit accounts in the Stock Bank in the same dollar amount and under the same terms as their deposit accounts in the Bank.

4. No gain or loss will be recognized by Eligible Account Holders or Supplemental Eligible Account Holders upon receipt by them of an interest in the Liquidation Account of the Stock Bank in exchange for their ownership interests in the Bank.

5. Provided the fair market value of the nontransferable subscription rights to purchase the Common Stock will be zero, no gain or loss will be recognized by Eligible Account Holders, Supplemental Eligible Account Holders or Other Members upon the distribution to them of the nontransferable subscription rights to purchase the Common Stock.

3

6. No taxable income will be realized by Eligible Account Holders, Supplemental Eligible Account Holders or Other Members as a result of the exercise of the nontransferable subscription rights.

7. Neither the Bank nor the Stock Bank will be subject to the Louisiana CIT.

Further, because the laws with respect to the Louisiana CIT, and the personal income tax, and the estate and trust income tax conform to the federal income tax treatment of gains and losses, and provide for no specified modifications with respect to basis or holding period of stock received in a reorganization; for the purposes of the Louisiana CIT, the personal income tax, and the estate and trust income tax:

8. The basis of the account holders’ deposit accounts in the Stock Bank will be the same as the basis of their deposit accounts in the Bank surrendered in exchange therefor.

9. The basis of each Eligible Account Holder’s and Supplemental Eligible Account Holder’s interests in the Liquidation Account of the Stock Bank will be zero, that being the cost of such property to them.

10. It is more likely than not that the basis of the Common Stock to the Holding Company’s shareholders will be the purchase price thereof.

11. Each stockholder’s holding period will commence upon their exercise of the subscription rights.

CONSENT

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-1 (“Registration Statement”) of the Holding Company filed with the Securities and Exchange Commission with respect to the Conversion, and as an exhibit to the applications, notices for approval or requests for non-objection with respect to the Conversion as filed with the Louisiana Office of Financial Institutions, the Federal Deposit Insurance Corporation or the Board of Governors of the Federal Reserve System (collectively, the “Filings”). We also hereby consent to the references to this firm in the prospectus which is a part of the Registration Statement and in the Filings.

Very truly yours,

/s/ Jones Walker LLP

Jones Walker LLP

4

EX-10.1

Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of the 28^th day of February, 2024 (the “Effective Date”), by and between Fidelity Bank, a Louisiana state savings bank (“Fidelity” or the “Bank”), and Christopher S. Ferris (“Ferris”). Any reference to the “Company” shall mean FB Bancorp, Inc., the newly-formed stock holding company of the Bank, or any successor thereto.

WITNESSETH:

WHEREAS, Fidelity has employed Ferris as its President and Chief Executive Officer since January 1, 2018 and desires that Ferris continue in that role, and Ferris desires to continue such employment with Fidelity;

WHEREAS, Fidelity and Ferris previously entered into an employment agreement, dated as of May 1, 2023 (hereinafter the “Prior Agreement”); and

WHEREAS, Fidelity and Ferris desire to enter into this Agreement which will replace and supersede the Prior Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, it is hereby agreed by and between Fidelity and Ferris as follows:

1. TERM OF EMPLOYMENT.

(a) Term and Renewal. The initial term of this Agreement will begin as of the Effective Date and continue for a period of three (3) years (the “Term”). Commencing on the first anniversary of the Effective Date and continuing on each subsequent anniversary of the Effective Date (each anniversary referred to as a “Renewal Date”), the Term will extend automatically for one additional year, so that the Term will be three (3) years from the applicable Renewal Date, unless either the Bank or Ferris, by written notice to the other given at least thirty (30) days prior to the Renewal Date, notifies the other of its intent not to extend the Term. In the event either party provides notice not to extend the Term, the Term will become fixed and terminate on the third anniversary of the notice of non-renewal. For avoidance of doubt, any extension to the Term will become the new “Term” for purposes of this Agreement.

(b) Change in Control. Notwithstanding the foregoing, in the event the Bank or the Company has entered into an agreement to effect a transaction that would be considered a Change in Control as defined under Section 14 hereof, the Term of this Agreement will be extended automatically so that it is scheduled to expire no less than three (3) years beyond the effective date of the Change in Control, subject to extensions as set forth above.

(c) Continued Employment Following Expiration of Term. Nothing in this Agreement will mandate or prohibit a continuation of Ferris’ employment following the expiration of the term of this Agreement.

2. DUTIES AND RESPONSIBILITIES.

(a) During the Term, Ferris shall serve as the President and Chief Executive Officer of Fidelity and the Company, performing the duties and responsibilities of this position in accordance with bylaws of Fidelity and the Company, its rules and procedures, and applicable laws and regulations, and subject to the direction and authority of the Boards of Directors of Fidelity and the Company (the “Board”). Ferris shall, in coordination with the Board Chair, have overall supervisory responsibility for the day-to-day operations of Fidelity, including financial management and planning, the supervision, direction and control of all personnel, the management and marketing of Fidelity’s services, the maintenance of Fidelity’s customer relationships, and any other functions and duties consistent with his position as President and Chief Executive Officer as may reasonably be directed by the Board during the Term. The duties and services to be performed by Ferris hereunder shall be primarily rendered at Fidelity’s principal offices, except for reasonable travel on Fidelity’s business incident to the performance of Ferris’ duties.

(b) Ferris shall report and be responsible to the Board. Ferris shall be a voting member of the Board and all committees to which he may be appointed by the Board, and shall be entitled to attend meetings of the Board and those designated committees thereof in such capacity, with the exception of any meeting involving an evaluation of Ferris’ performance or the renewal or modification of this Agreement, or any claims or complaints against or about Ferris made by an employee, customer, Board member or regulator.

(c) During the Term, Ferris shall devote substantially all of his business time, skills, and attention to the performance of his duties hereunder and use his best efforts in such endeavors; provided, however, that with the prior approval of the Board Chair, which may be granted or denied in her sole discretion, and provided that such activities do not materially conflict with or interfere with the performance of his duties and responsibilities to Fidelity, nothing in this Agreement shall preclude Ferris from (i) service as a director of any other entity in accordance with Fidelity policy, (ii) service to any civic, religious, charitable or similar type organization, and (iii) public speaking engagements.

(d) Except as otherwise agreed to by Ferris and Fidelity’s Board Chair or as specifically permitted under Section 2(c) hereof, Ferris shall not work for, or with, or accept, or otherwise receive any compensation or other consideration from any other organization, firm, bank, society, person, corporation, or otherwise for services performed or to be performed by Ferris during the Term.

(e) In the event of Ferris’ termination of employment under this Agreement for any reason, unless otherwise agreed to by the mutual consent of Ferris and the Board, such termination will also constitute Ferris’ resignation as a director of the Fidelity or the Company, or as a director or trustee of any subsidiary or affiliate thereof, to the extent Ferris is acting as a director or trustee of any of the aforementioned entities.

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3. BASE SALARY. Ferris shall be paid as compensation an annual salary of $436,800 (the “Base Salary”), payable in accordance with Fidelity’s current payroll practices. This Base Salary may be increased, but not decreased, at any time during the Term, in accordance with action, and in the sole discretion, of the Board.

4. OTHER COMPENSATION AND BENEFITS. During the Term, Ferris shall be entitled to the following other compensation and benefits:

(a) Discretionary Performance-Based Bonus. Ferris shall be eligible to receive an annual cash bonus, payable following the annual performance evaluation for the year upon which the bonus is based. Any bonus shall be based on Ferris’ performance on annual quantitative and qualitative targets as established by the Board in collaboration with Ferris, with such targets reflecting the challenges of leadership of Fidelity for that year. Any such bonus shall be determined at the sole discretion of the Board.

(b) Insurance and Benefits. Except as otherwise provided herein, during the Term, Ferris and his eligible dependent(s) shall be entitled to participate in or be covered under Fidelity’s 401(k) plan; business allowance; medical, hospital, dental and vision insurance; life insurance and disability insurance plans provided to other full-time executive officers of Fidelity in accordance with the terms of each plan.

(c) Additional Life and Disability Insurance Benefits for Ferris. Fidelity will purchase a 20-year term life insurance policy for Ferris in the amount of one million dollars that would be portable should Ferris leave the employ of Fidelity. In addition, for the term of this contract Fidelity will purchase supplemental disability insurance coverage for Ferris that will provide an additional ten thousand dollars per month of benefits to him should the carrier approve him for disability insurance coverage in accordance with the terms of the plan. The Parties agree that should Fidelity not be able to obtain the additional disability benefit coverage for Ferris described in this subpart (c) for an annual cost of eight thousand dollars ($8,000.00) or less, this additional coverage will not be provided.

(d) Deferred Compensation. Ferris shall be eligible to participate in the Fidelity Bank Deferred Compensation Plan.

(e) Travel and Entertainment Expenses. Fidelity encourages Ferris, as part of his duties, to travel to meetings of industry professionals and other similar events that will further Fidelity’s business objectives and raise Fidelity’s profile locally and nationally. At the same time, Fidelity expects and requires Ferris to use excellent judgment regarding his travel and entertainment activities and to exercise financial prudence. During the Term, Fidelity will reimburse Ferris for all reasonable and necessary travel, lodging and entertainment expenses that have a bona fide business purpose and that directly benefit Fidelity. Ferris must provide adequate documentation of all expenses to Fidelity prior to reimbursement.

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(f) Professional Dues and Expenses. Fidelity shall pay or reimburse Ferris for professional dues and memberships in appropriate professional or other local, regional or national organizations and associations, as approved in advance by the Board Chair.

(g) Vacation and Leave. Ferris shall be entitled to thirty (30) days of paid time off (“PTO”) per year, which is to be taken at mutually agreed upon times as requested by Ferris in consultation with the Board Chair. Unused PTO days may be carried forward to subsequent years, per then-current Fidelity policy. Ferris shall also be entitled to take all paid holidays accorded to Fidelity staff.

(h) Payroll Taxes and Withholding. Fidelity will reduce its compensatory payments to Ferris hereunder for payroll tax withholding requirements, to the extent required by law. Ferris shall be responsible for all other state, federal and local taxes due on any amounts paid or benefits provided under this Agreement.

5. PERFORMANCE EVALUATION. No later than the end of the first quarter of each year of this Agreement, Fidelity shall evaluate and assess the performance of Ferris for the prior calendar year. Such evaluation shall relate to the duties and responsibilities of Ferris under this Agreement, to Ferris’ progress toward established goals agreed to by Ferris and the Board, and to the working relationship between Ferris, the Board and the staff. The evaluation shall be performed by the Compensation Committee or other appropriate committee, as determined by the Board. In the event that the performance of Ferris is deemed unsatisfactory in any respect, the Committee shall describe in writing, in reasonable detail, specific instances of unsatisfactory performance. The evaluation shall include recommendations as to areas for improvement in all instances where Fidelity deems performance to be unsatisfactory. A copy of the written evaluation shall be given to Ferris. If Ferris disagrees with such evaluation, he may respond in writing. All such writings shall be made a part of Ferris’ confidential personnel file.

6. TERMINATION OF AGREEMENT. The Term shall automatically terminate upon the occurrence of any of the following events:

(a) the death of Ferris (see Section 7 hereof);

(b) the termination of Ferris’ employment by Fidelity due to Ferris’ disability (see Section 8 hereof);

(c) the termination of Ferris’ employment by Fidelity for Cause (see Section 9 hereof);

(d) the termination of Ferris’ employment by Fidelity without Cause (see Section 11 hereof);

(e) the termination of his employment by Ferris for Good Reason (see Section 10 hereof);

(f) the termination of his employment by Ferris other than for Good Reason upon ninety (90) days’ prior written notice; or

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(g) mutual agreement of the parties hereto.

For clarity, Fidelity’s decision not to renew this Employment Agreement shall not constitute a “Termination Without Cause” or a “Good Reason Event” under the provisions of this Agreement.

7. DEATH PRIOR TO TERMINATION OF EMPLOYMENT. The death of Ferris shall serve to automatically terminate the Term, in which event Fidelity shall have no liability or further obligation to Ferris or his estate under this Agreement, except for:

(a) any Base Salary earned but unpaid;

(b) any unpaid expense reimbursements (subject to, and in accordance with, the expense reimbursement policies of Fidelity or its affiliates);

(c) any accrued but unused paid time off (subject to and in accordance with overall policies of Fidelity or its affiliates);

(d) any earned but unpaid short-term and long-term incentive compensation for the immediately preceding year and

any other amounts or benefits owing to Ferris or his dependent(s) or spouse under the then applicable employee benefit plans of Fidelity (paid in accordance with such plans), including, but not limited to, life insurance policies and any available deferred compensation (including the pro rata portion of earned and previously awarded deferred compensation awards).

Such amounts referred to in this Section 7 are hereinafter referred to as the “Accrued Obligations.”

8. DISABILITY. If Ferris becomes physically or mentally incapable of performing his regular duties and responsibilities as provided in Section 2 of this Agreement, with or without accommodation, and such incapacity is likely to last for a period of at least one hundred eighty (180) days from the onset of such incapacity, or causes his absence for one hundred eighty (180) days in any twelve (12) month period, then Fidelity may, at its election at any time while Ferris remains incapable of performing his material duties hereunder, terminate Ferris’ employment effective immediately by giving Ferris notice of such termination.

The determination that a Disability exists shall be made in consultation with a physician, selected by Ferris and consented to by the Board Chair. Notwithstanding the foregoing, Disability shall include a determination of disability made by the Social Security Administration.

Fidelity shall continue Ferris as an employee on payroll (but not as an officer) at his same Base Salary from the onset of such incapacity until Ferris becomes eligible for benefits under the disability benefit plans described in Section 4(b) and (c) hereof. Fidelity shall have no other obligation to Ferris or his dependents other than the Accrued Obligations, and any other benefits offered by Fidelity under its disability benefit policy available at the time to employees who become disabled while employed by Fidelity, as set forth in Section 4.

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9. TERMINATION BY FIDELITY FOR CAUSE. Fidelity may terminate this Agreement upon a determination by the Board that cause to do so has occurred. For purposes of this Employment Agreement, Cause shall mean any of the following:

(a) the refusal or substantial failure of Ferris to follow a good faith, lawful and reasonable written directive of the Board of Fidelity after having been put on specific written notice of same, and failing to take meaningful steps to cure same within thirty (30) days after such written demand is given;

(b) Ferris’ material dishonesty, material misappropriation, material breach of fiduciary duty or fraud with regard to Fidelity or any of its assets;

(c) Ferris’ conviction of, or the pleading of nolo contendere with regard to, a felony (other than a traffic violation) or of any other crime involving, as determined in the sole discretion of the Board, moral turpitude;

(d) inappropriate behavior by Ferris which the Board reasonably determines has directly or indirectly caused significant damage to Fidelity’s reputation and standing in the business community;

(e) Ferris’ willful misconduct, intentional nonfeasance or gross negligence with regard to his duties to Fidelity or any of its assets or employees, subject to the notice and cure provision of subsection 9(a), above;

(f) chronic substance abuse by Ferris; or

(g) any other material breach by Ferris of a provision of this Agreement that remains uncured thirty (30) days after written notice thereof is given to Ferris.

10. TERMINATION BY FERRIS FOR GOOD REASON. Termination for Good Reason shall mean a termination in accordance with this Section 10 by Ferris. For purposes of this Agreement, “Good Reason Event” shall mean the occurrence, or failure to cure the occurrence, of any of the following events without Ferris’s express written consent:

(a) any material demotion of Ferris or any material reduction in Ferris’ duties, authority or responsibility during the Term, or the imposition upon Ferris of unreasonable rules, regulations, working conditions or material changes to the working conditions or responsibilities from his initial working conditions and responsibilities other than due to circumstances outside of the control of Ferris and Fidelity; except, in each case, in connection with the termination of Ferris’s employment for Cause, or Disability, or as a result of Ferris’s death, or temporarily as a result of Ferris’ illness or other absence;

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(b) a reduction in Ferris’ rate of Base Salary and/or aggregate incentive compensation opportunities under Fidelity’s annual and long-term incentive plans or programs, as applicable during the Term, except for a reduction of no more than ten percent (10%) that generally applies across-the-board to all senior staff; or

(c) a material breach by Fidelity of any material provision of this Agreement which remains uncured for ten (10) days after Fidelity’s receipt of written notice thereof by Ferris.

Notwithstanding the forgoing, Ferris will only have Good Reason if he provides notice to Fidelity of the existence of the event or circumstance constituting Good Reason specified in any of the preceding clauses within ninety (90) days of the initial existence of such event or circumstances and such event or circumstance is not cured within thirty (30) days after Fidelity’s receipt of such notice. If Ferris initiates termination with Good Reason, the actual termination must occur within sixty (60) days after the date of the notice of termination. Ferris’ failure to timely give notice of termination with respect to the occurrence of a specific event that would otherwise constitute Good Reason will not constitute a waiver of his right to give notice of any new subsequent event that would constitute Good Reason that occurs after such prior event (regardless of whether the new subsequent event is of the same or different nature as the preceding event).

11. OBLIGATION OF FIDELITY UPON TERMINATION OF EMPLOYMENT BY FERRIS FOR GOOD REASON, OR BY FIDELITY WITHOUT CAUSE. In the event that Ferris terminates his employment for Good Reason pursuant to Section 10 hereof, or Fidelity terminates Ferris’s employment Without Cause, during the Term specified in Section 1 hereof including renewal periods, then Fidelity shall have only the following obligations to Ferris:

(a) Accrued Obligations. Fidelity shall pay to Ferris, within twenty (20) days after the date of termination, any Accrued Obligations (provided that any benefits subject to a particular plan or policy shall be paid in accordance with the terms of the applicable plan or policy); and

(b) Severance. In the event that Ferris terminates his employment for Good Reason pursuant to Section 10 hereof, or Fidelity terminates Ferris’ employment Without Cause during the Term, Fidelity shall pay Ferris’s Base Salary for the remaining portion Term specified in Section 1 of this Agreement. This payment shall be made in a lump sum within thirty (30) days after the date of termination. Fidelity’s obligation to pay the amounts specified in this Section 11 is strictly conditioned upon the execution, and non-revocation, by Ferris of a general waiver and release of claims in a form satisfactory to Fidelity.

(c) If Ferris elects COBRA continuation coverage, a lump sum cash payment, made within thirty (30) days following the election, equal to (i) the monthly cost for COBRA continuation coverage (as in effect as of the Termination Date) for group medical, dental and vision coverage for Ferris and his dependents (to the extent Ferris and, if applicable, his dependents are covered by Fidelity’s health and welfare plans at the Termination Date) immediately before the Termination Date, multiplied by (ii) the number of months represented by the remaining portion of the Term.

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(d) Taxes. Fidelity will reduce any payment for income and payroll tax withholding requirements, and Ferris shall be responsible for paying all other taxes, if any, due on the payments provided under this Section.

12. EFFECT OF TERMINATION OF EMPLOYMENT BY FIDELITY FOR CAUSE, OR BY FERRIS WITHOUT GOOD REASON. If Ferris’ employment hereunder is terminated For Cause, or by Ferris Without Good Reason, Ferris shall be entitled to receive his Base Salary only through the date of termination and any unreimbursed business expenses. All other benefits, if any, owing to Ferris or his dependents or spouse shall be determined in accordance with the then applicable plans and policies of Fidelity.

13. RESTRICTIVE COVENANTS.

(a) AGREEMENT NOT TO COMPETE. During his employment with Fidelity and for a period of one year thereafter, if the reason for the termination of his employment is anything other than termination by Fidelity with or without cause, Ferris covenants and agrees not to directly or indirectly perform any services for, work for, carry on, engage in, or establish, a business similar to or in competition with Fidelity, within:

i. the Louisiana parishes of Acadia, Ascension, Assumption, Beauregard, Bossier, Caddo, Calcasieu, East Baton Rouge, East Feliciana, Iberville, Jefferson, Lafayette, Livingston, Orleans, Plaquemines, St. Bernard, St. John the Baptist, St. Tammany, Tangipahoa, Washington, West Baton Rouge, so long as Fidelity carries on a like business therein;

ii. the Mississippi counties of Adams, Forrest, Hancock, Harrison, Jackson, Lamar, Pike, Madison, Warren, so long as Fidelity carries on a like business therein;

iii. the Florida counties of Escambia and Okaloosa, so long as Fidelity carries on a like business therein.

For purposes of this Section of the Agreement, the business of Fidelity is defined as banking services as performed by Fidelity and its affiliates and divisions.

It is the parties’ mutual intent that this Section will be in effect in all geographical jurisdictions where Fidelity is conducting its business and has physical bank branch locations or loan production offices, owns property that was acquired for the purpose of future bank expansion, or has ongoing construction or a contract for construction of a bank branch location. Ferris agrees that Fidelity may supplement or otherwise amend the listing of parishes to which this Section 13(a) applies, as necessary, to reflect any changes in the geographical area in which the business of Fidelity is conducted; and that such changes shall be immediately effective and binding on him upon written notice from Fidelity to Ferris as contemplated by Section 21(h), below.

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It is the parties’ mutual intent that the provisions of this Section 13(a) shall not apply if the reason for Ferris’ separation from Fidelity is due to a decision by Fidelity with or without cause or if the separation for any reason occurs following a Change in Control.

(b) AGREEMENT NOT TO SOLICIT CUSTOMERS. During his employment with Fidelity and for a period of two (2) years thereafter, regardless of the reason for termination of his employment, Ferris agrees that he shall not directly or indirectly solicit, endeavor to entice away from Fidelity or its affiliates or divisions, or otherwise interfere with the relationship between Fidelity and its affiliates and divisions and any customer, client, donor, or vendor.

More specifically, Ferris covenants and agrees not to directly or indirectly solicit any existing customers of Fidelity or NOLA Lending (or any person or entity who was a customer of Fidelity or its affiliates or divisions within the six months immediately preceding the termination of his employment) for purposes of taking said customers’ business away from Fidelity and its affiliates and divisions or otherwise for the benefit of any other person, business or company to the direct detriment of Fidelity/NOLA Lending, so long as said customers reside or have their businesses in:

i. the Louisiana parishes of Acadia, Ascension, Assumption, Beauregard, Bossier, Caddo, Calcasieu, East Baton Rouge, East Feliciana, Iberville, Jefferson, Lafayette, Livingston, Orleans, Plaquemines, St. Bernard, St. John the Baptist, St. Tammany, Tangipahoa, Washington, West Baton Rouge, so long as Fidelity carries on a like business therein;

ii. the Mississippi counties of Adams, Forrest, Hancock, Harrison, Jackson, Lamar, Pike, Madison, Warren, so long as Fidelity carries on a like business therein;

iii. the Florida counties of Escambia and Okaloosa, so long as Fidelity carries on a like business therein.

For purposes of this Section of the Agreement, the business of Fidelity is defined as banking services as performed by Fidelity and its affiliates and divisions.

It is the parties’ mutual intent that this Section will be in effect in all geographical jurisdictions where Fidelity is conducting its business and has physical bank branch locations, owns property that was acquired for the purpose of future bank expansion, or has ongoing construction or a contract for construction of a bank branch location. Ferris agrees that Fidelity may supplement or otherwise amend the listing of parishes in which this Section 13(b) applies, as necessary, to reflect any changes in the geographical area in which the business of Fidelity is conducted; and that such changes shall be immediately effective and binding on him upon written notice from Fidelity to Ferris as contemplated by Section 21(h), below.

(c) AGREEMENT NOT TO SOLICIT EMPLOYEES. During his employment with Fidelity and for a period of two (2) years thereafter, regardless of the reason for termination of his employment, Ferris hereby covenants and agrees that he will not directly or indirectly (i) hire or take away, or (ii) cause to be hired or taken away, any employee of Fidelity or its affiliates or divisions for the purpose of employment in any business materially competitive with Fidelity. For purposes of this Section, the business of Fidelity includes banking and mortgage services performed by Fidelity or its affiliates or divisions.

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14. CHANGE IN CONTROL.

(a) For the purposes of this Agreement, the term “Change in Control” means: (i) a change in the ownership of the Corporation; (ii) a change in the effective control of the Corporation; or (iii) a change in the ownership of a substantial portion of the assets of the Corporation as defined in accordance with Code Section 409A. For purposes of this Section 14(a), the term “Corporation” is defined to include the Bank, the Company or any of their successors, as applicable.

i. A change in the ownership of a Corporation occurs on the date that any one person, or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the Corporation that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of such Corporation.

ii. A change in the effective control of the Corporation occurs on the date that either (A) any one person, or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vi)(D)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Corporation possessing 30 percent or more of the total voting power of the stock of the Corporation, or (B) a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election, provided that this subsection “(B)” is inapplicable where a majority stockholder of the Corporation is another corporation.

iii. A change in a substantial portion of the Corporation’s assets occurs on the date that any one person or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vii)(C)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Corporation that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of (A) all of the assets of the Corporation, or (B) the value of the assets being disposed of, either of which is determined without regard to any liabilities associated with such assets. For all purposes hereunder, the definition of Change in Control shall be construed to be consistent with the requirements of Treasury Regulation 1.409A-3(i)(5), except to the extent that such regulations are superseded by subsequent guidance.

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For the avoidance of doubt, and notwithstanding anything herein to the contrary, a Change in Control will not be deemed to have occurred for purposes of this Agreement as a result of the conversion of the Bank from the mutual to the stock form of organization pursuant to the Plan of Conversion, dated as of March 28, 2024.

(b) Upon the termination of Ferris’ employment by the Bank (or any successor) Without Cause or by Ferris With Good Reason during the Term on or following the effective time of a Change in Control, the Bank (or any successor) will pay or provide Ferris, or Ferris’ estate in the event of Ferris’ subsequent death, with the following:

i. any Accrued Obligations;

ii. a cash payment (the “Change in Control Severance”) equal to three (3) times the sum of: (A) Ferris’ Base Salary at the date of termination (or Ferris’ Base Salary in effect immediately prior to the Change in Control, if higher); and (B) the [average annual cash bonus paid or earned] for any of the three (3) most recently completed annual performance periods prior to the Change in Control, payable in a lump sum within 10 days of Ferris’ date of termination; and

A lump sum cash payment, within ten (10) days of the date of termination, equal to (i) the monthly cost for COBRA continuation coverage (as in effect as of the Date) for group medical, dental and vision coverage for Ferris and his dependents (to the extent that Ferris and, if applicable his dependents are covered by the Fidelity’s health and welfare plans at the Termination Date) immediately before the Termination Date (whether or not Ferris actually elects COBRA continuation coverage), multiplied by (ii) 36.

Notwithstanding the foregoing, the payments and benefits provided in this Section 14(b) will be payable to Ferris in lieu of any payments or benefits that are payable under Section 11.

15. CONFIDENTIALITY, NONDISCLOSURE OF CONFIDENTIAL INFORMATION, AND NON-DISPARAGEMENT.

(a) Ferris agrees that he will not, at any time, except as required to enforce this Agreement or as required by law, directly or indirectly disclose or discuss the negotiations of this Agreement or the terms of his employment to any other party, except his spouse, attorneys and tax or financial advisors.

(b) Ferris agrees that he will not, during the term of this Agreement, or at any time thereafter, impart to anyone any confidential information which Ferris may acquire in the performance of his duties under this Agreement, except as permitted by Fidelity or under compulsion of law. Under no circumstances shall Ferris use, directly or indirectly, any such information for his personal gain or profit. In the event Ferris receives legal process or a court order which could result in disclosure of confidential information, Ferris shall promptly notify the Chairman of the Board of Fidelity and cooperate with Fidelity in trying to obtain necessary court orders or agreements to protect such confidentiality.

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(c) During the Term and thereafter, Ferris and the members of the Board agree that they shall not knowingly and intentionally make any statements or comments to the media harmful to the business interests of Fidelity or Ferris or otherwise of a negative or false nature about Fidelity, Ferris, the Board, or any senior officer of Fidelity, provided that in no event shall the foregoing limitation apply to:

(i) compliance with legal process or subpoena;

(ii) statements in response to inquiry from a court or regulatory body;

(iii) rebuttal of media stories or media allegations with regard to Fidelity, if approved in advance by the Board;

(iv) statements to a possible future employer in connection with employment discussion;

(v) truthful statements in connection with any litigation involving Fidelity; or

(vi) truthful statements in connection with any legally required reports or filings.

Fidelity acknowledges and affirms that its Board members have been instructed as to their personal obligation to comply with the provisions of this Section 15 and have indicated their understanding thereof.

16. INDEMNIFICATION AND LIABILITY INSURANCE. Fidelity shall indemnify, defend and hold and save harmless Ferris, Ferris’ heirs, administrators and executors, and each of them, from any and all actions and causes of action, claims, demands, liabilities, losses, damages or expenses, of whatsoever kind and nature, by a third party including judgments, interest, court costs and attorney’s fees and all other reasonable costs, expenses and charges which Ferris, his heirs, administrators or executors, or any of them, incurred as a result of carrying out the terms and conditions of this Agreement, to the maximum extent provided by applicable law and as per the Fidelity Indemnification Agreement, except in the case of gross negligence, willful misconduct or criminal acts or criminal omissions on the part of Ferris. Without limiting the foregoing, Fidelity expressly indemnifies Ferris to the fullest extent permitted by applicable law for any events relating to Fidelity, or reports, filings, actions or inactions of Fidelity that occurred prior to the effective date of this Agreement. Ferris, his heirs, administrators, executors, or any one of them, shall promptly notify Fidelity, through its Board Chair, of adverse claims or threatened or actual lawsuits and shall provide complete cooperation to the extent possible to Fidelity, its attorneys and agents in such case. Ferris shall have a right to select attorneys to defend him in any actual or threatened action, suit, proceeding or investigation, subject to Fidelity’s approval, which shall not be unreasonably withheld. Fidelity shall at all times cover Ferris under officer, director, professional and other appropriate liability insurance policies, both during the Term and thereafter for each applicable prescriptive period, while

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any potential liability exists, after the termination of this Agreement in the same amount and to the same extent, if any, as Fidelity covers its officers, directors and employees. The provisions of this Section 16 shall survive the termination of Ferris’ employment and the termination of this Agreement, as to claims, actions, suits or other proceedings concerning matters that arose during the Term.

17. VOLUNTARY MEDIATION. Fidelity and Ferris agree that, in the event of a dispute or controversy between them that cannot be informally resolved by the Parties hereto, an attempt to settle the dispute by mediation shall be completed prior to the initiation of Litigation or the filing of any charge or claim by either Party. The Mediator shall be selected by mutual agreement of the Parties, and the mediation shall be conducted in Orleans Parish.

18. FERRIS’ SUCCESSORS. This Agreement is personal to Ferris and, without the prior written consent of Fidelity, shall not be assignable by Ferris otherwise than by will or the law of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Ferris’ legal representatives.

19. FIDELITY’S SUCCESSORS. This Agreement shall inure to the benefit of and be binding upon Fidelity and its successors during the Term. In the event of a merger, sale, transfer, consolidation, or reorganization involving Fidelity, this Agreement shall continue in full force, inure to the benefit of, and become an obligation of Fidelity’s successor.

20. CERTAIN APPLICABLE LAW. Notwithstanding anything herein contained to the contrary, the following provisions shall apply:

(a) The Bank may terminate Ferris’ employment at any time, but any termination by the Bank other than termination for Cause shall not prejudice Ferris’ right to compensation or other benefits under this Agreement. Ferris shall have no right to receive compensation or other benefits under this Agreement for any period after Ferris’ termination for Cause, other than the Accrued Obligations.

(b) In no event shall the Bank (nor any affiliate) be obligated to make any payment pursuant to this Agreement that is prohibited by Section 18(k) of the Federal Deposit Insurance Act (codified at 12 U.S.C. sec. 1828(k)), 12 C.F.R. Part 359, or any other applicable law.

(c) Notwithstanding anything in this Agreement to the contrary, to the extent that a payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon Ferris’ termination of employment, then such payments or benefits will be payable only upon Ferris’ “Separation from Service.” For purposes of this Agreement, a “Separation from Service” will have occurred if the Bank and Ferris reasonably anticipate that either no further services will be performed by Ferris after the date of termination (whether as an employee or as an independent contractor) or the level of further services performed is less than 50% of the average level of bona fide services in the 36 months immediately preceding the termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii).

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(d) Notwithstanding the foregoing, if Ferris is a “Specified Employee” (i.e., a “key employee” of a publicly traded company within the meaning of Section 409A of the Code and the final regulations issued thereunder) and any payment under this Agreement is triggered due to Ferris’ Separation from Service, then solely to the extent necessary to avoid penalties under Section 409A of the Code, no payment shall be made during the first six (6) months following Ferris’ Separation from Service. Rather, any payment which would otherwise be paid to Ferris during such period shall be accumulated and paid to Ferris in a lump sum on the first day of the seventh month following the Separation from Service. All subsequent payments shall be paid in the manner specified in this Agreement.

(e) To the extent not specifically provided in this Agreement, any compensation or reimbursements payable to Ferris shall be paid or provided no later than two and one-half (2.5) months after the calendar year in which such compensation is no longer subject to a substantial risk of forfeiture within the meaning of Treasury Regulation Section 1.409A-1(d).

(f) Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes Treasury Regulation Section 1.409A-2(b)(2).

(g) Notwithstanding anything in this Agreement to the contrary, Ferris understands that nothing contained in this Agreement limits the Ferris’ ability to file a charge or complaint with the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”) about a possible securities law violation without approval of the Bank (or any affiliate). Ferris further understands that this Agreement does not limit the Ferris’ ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Bank (or any affiliate) related to the possible securities law violation. This Agreement does not limit the Ferris’ right to receive any resulting monetary award for information provided to any Government Agency. In addition, pursuant to the Defend Trade Secrets Act of 2016, Ferris understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order.

21. MISCELLANEOUS.

(a) Requirement for Mutual Agreement. This Agreement may not be altered, amended, modified, or terminated other than by a written agreement signed by Ferris and Fidelity.

Page 14 of 17

(b) Joint Effect of Agreement. Nothing in this Agreement shall be deemed to create a partnership or agency relationship between Fidelity and Ferris to make either jointly liable with the other for any obligation arising out of the activities and services contemplated by this Agreement.

(c) Bond. Fidelity may, at its option and expense, obtain a faithful performance and fidelity bond on Ferris.

(d) Waiver. The failure of either party hereto to enforce any term or provision of this Agreement, or any breach or default, shall not constitute a waiver of any other term or condition, or a breach or default of this Agreement, whether similar to or different from the breach or default waived.

(e) Severance and Reformation. Should any provision of this Agreement be found by a court of competent jurisdiction to be invalid, unenforceable, or overbroad as a matter of any applicable law, Fidelity and Ferris hereby expressly agree that it is their mutual intent that the provision, specifically including but not limited to any provision in Section 13, be judicially reformed so that, as reformed, it may be enforced consistent with the Parties’ original intent as set forth in the Agreement and to the maximum extent permitted by all applicable laws. Fidelity and Ferris further agree that it is their mutual intent that only when an invalid or unenforceable provision cannot be so reformed may it be severed from this Agreement, with all remaining provisions continuing in full force and effect, and that any such severance shall be accomplished in a manner that maintains the fullest measure of the Agreement’s original language and the Parties’ original intent expressed herein. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of the Agreement.

(f) Headings. The Section and Section headings and numbers in this Agreement have been inserted for the convenience of reference only, and if there is any conflict between any such headings or numbers and the text of this Agreement, the text shall control.

(g) Applicable Law. This Agreement has been executed in New Orleans, Louisiana and shall be governed in accordance with the laws of the State of Louisiana in every respect, applied without reference to principles of conflict of laws, except that the normal rule of construction that ambiguities shall be construed against the drafter shall not be employed in the interpretation of this instrument.

(h) Notices. Any notice or communication permitted or required by this Agreement shall be in writing and shall become effective upon personal service, or service by wire or electronic transmission which has been acknowledged by the other party as being received, or two days after its mailing by certified mail, return receipt requested, postage prepaid addressed as follows:

If to Ferris:	Christopher S. Ferris
	(last known address on record at the Bank)
If to Fidelity:	Katherine A. Crosby Chairman of the Board Fidelity Bank
	353 Carondelet St.
	New Orleans, LA 70130

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[or to the then Chairman of the Board at this address]

(i) Entire Agreement. This Agreement contains all of the terms agreed upon by the parties with respect to the subject matter of this Agreement and supersedes all other agreements, including the Prior Agreement, arrangements and communications between the parties concerning such subject matter, whether oral or written.

(j) Multiple Counterparts. In order to expedite the action contemplated herein, facsimile signatures may be used in place of original signatures on this Agreement. The parties hereto intend to be bound by the signatures on the telecopied or electronically transmitted document, are aware that the other party will rely on the facsimile signatures, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the form of signature. To the extent the parties transmit their signatures by telecopy or electronic transmission, the original signature shall promptly thereafter be delivered to Fidelity for compilation.

[Signature page follows]

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Executed at New Orleans, Louisiana, on the dates indicated.

Fidelity Bank
By:	/s/ Katherine A. Crosby	/s/ Christopher S. Ferris
	Katherine A. Crosby	Christopher S. Ferris
	Chairman of the Board	President and Chief Executive Officer
Date: February 28, 2024		Date: February 28, 2024

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EX-10.3

Exhibit 10.3

FIDELITY BANK

EXECUTIVE SEVERANCE PLAN

1. Name, Purpose, and Effective Date

1.1 Name and Purpose of Plan. The purpose of this Fidelity Bank Executive Severance Plan (the “Plan”) is to provide severance benefits to certain senior executives and key employees of Fidelity Bank (the “Bank”) and/or its affiliates in the event their employment terminates under certain circumstances. The Plan is intended to secure the continued services of eligible executives and key employees of the Bank and its affiliates and to ensure their continued dedication to their duties in the event of any threat or occurrence of a Change in Control. The Plan is also intended to provide a level of security for eligible executives and key employees who experience a Qualifying Termination notwithstanding that the termination occurs outside of a Covered Period.

1.2 Effective Date. The effective date of the Plan shall be the closing date of the conversion of the Bank from a mutual savings bank to a stock savings bank (the “Effective Date”).

1.3 ERISA Status. The Bank intends the Plan to be an unfunded plan maintained primarily to provide severance compensation and benefits to a select group of “management or highly compensated employees” within the meaning of Sections 201, 301 and 401 of ERISA, and, therefore, to be exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA.

2. Definitions

To the extent not defined elsewhere in the Plan, the following words and phrases have the following meanings unless a different meaning is plainly required by the context:

2.1 “Accrued Obligations” means the sum of: (a) any Base Salary earned but unpaid through the Participant’s Termination Date, (b) unpaid expense reimbursements (subject to, and in accordance with, the expense reimbursement policies of the Bank or its affiliates), (c) unused paid time off accrued through the Termination Date (subject to and in accordance with overall policies of the Bank or its affiliates), and (d) any earned but unpaid short-term and long-term incentive compensation for the year immediately preceding the year of termination.

2.2 “Base Salary” means, as of any applicable determination date, the annualized gross base salary payable to a Participant, before any deductions, exclusions, elective deferrals, or contributions on a tax-qualified or non-tax-qualified basis under any plan or program of the Bank or any of its affiliates.

2.3 “Board of Directors” means the Board of Directors of the Bank.

2.4 “Cause” means (a) the conviction of the Participant of a felony or of any lesser criminal offense involving moral turpitude (other than for traffic violations); (b) the willful commission by the Participant of a criminal or other act that, in the judgment of the Board of Directors, will likely

cause substantial economic damage to the Bank or its affiliates or any subsidiary or substantial injury to the business reputation of the Bank or its affiliates; (c) the commission by the Participant of an act of fraud in the performance of his or her duties on behalf of the Bank or its affiliates; (d) the continuing willful failure of the Participant to perform his or her duties to the Bank or its affiliates (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness or the Participant declining to perform any assigned duties to the extent such assignment or duties would constitute a violation of law) after written notice thereof; (e) a material breach by the Participant of the Code of Ethics of the Bank or an affiliate; or (f) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Participant’s employment with the Bank or an affiliate of the Bank, following notice and, to the extent possible, a reasonable opportunity to cure in the sole discretion of the Bank (if such violation is capable of cure).

For purposes of this Section 2.4, no act or failure to act will be considered “willful” or “intentional” unless done or omitted to be done in bad faith and without reasonable belief that the Participant’s action or omission was in the best interests of the Bank or an affiliate. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors, based upon the advice of counsel for the Bank or upon the instructions of the Bank’s Chief Executive Officer or another senior officer of the Bank will be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Bank. “Cause” will not exist unless and until the Bank has delivered to the Participant a copy of a resolution duly adopted by the affirmative vote of a majority of the Board of Directors (excluding the Participant if the Participant is a member of the Board of Directors) at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Participant and an opportunity for the Participant to be heard before the Board of Directors), finding that in the good faith opinion of the Board of Directors an event set forth in this Section 2.4 has occurred and specifying the particulars thereof in detail.

2.5 “Change in Control” means (a) a change in the ownership of the Corporation; (ii) a change in the effective control of the Corporation; or (iii) a change in the ownership of a substantial portion of the assets of the Corporation, as defined in accordance with Code Section 409A. For purposes of this Section 2.5, the term “Corporation” means the Bank, the Company, or any of their successors, as applicable.

(i) A change in the ownership of a Corporation occurs on the date that any one person, or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the Corporation that, together with stock held by such person or group, constitutes more than fifty (50) percent of the total fair market value or total voting power of the stock of the Corporation.

(ii) A change in the effective control of the Corporation occurs on the date that either (A) any one person, or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vi)(D)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Corporation possessing thirty (30) percent or more of the total voting power of the stock of the Corporation, or (B) a majority of the members of the board of directors of the Corporation is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the board of directors prior to the date of the appointment or election, provided that this subsection “(B)” is inapplicable where a majority stockholder of the Corporation is another corporation.

(iii) A change in a substantial portion of the Corporation’s assets occurs on the date that any one person or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vii)(C)) acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Corporation that have a total gross fair market value equal to or more than forty (40) percent of the total gross fair market value of (A) all of the assets of the Corporation, or (B) the value of the assets being disposed of, either of which is determined without regard to any liabilities associated with such assets.

For all purposes hereunder, the definition of Change in Control shall be construed to be consistent with the requirements of Treasury Regulation 1.409A-3(i)(5), except to the extent that such regulations are superseded by subsequent guidance.

For the avoidance of doubt and notwithstanding anything herein to the contrary, a Change in Control will not be deemed to have occurred for purposes of this Plan as a result of the mutual-to-stock conversion of the Bank and the formation of the Company.

2.6 “Code” means the Internal Revenue Code of 1986, as amended.

2.7 “Committee” means the Compensation Committee of the Board of Directors, or any successor thereto or any other committee designated by the Board of Directors to assume the responsibility for administering the Plan.

2.8 “Company” means FB Bancorp, Inc. and any successor or assignee as provided in Section 6.3.

2.9 “Competitive Business” means any business enterprise that either (a) engages in any activity that competes with the business of the Bank or any of its affiliates or (b) holds a five percent (5%) or greater equity, voting or profit participation interest in any enterprise that engages in such a competitive activity.

2.10 “Confidential Information” means any information relating to the Bank or any of its affiliates, or their respective products, services, borrowers, depositors and other clients that is not generally known or available to the general public, including, but not limited to, (a) operation or financial information, such as information with respect to costs, fees, profits, sales, sales margins, capital structure, operating results, borrowing arrangements, strategies and plans for future business, pending projects and proposals and potential acquisitions or divestitures, (b) product and technical information, such as new and innovative product ideas, subjects of research and development, investigations, data, software, software codes, computer models and research and development projects, (c) marketing information, such as new marketing ideas, markets, mailing lists, the identity, including the names or addresses, of the borrowers, depositors and other clients of the Bank or any of its affiliates, the financial arrangement between the Bank or any of its

affiliates and such clients, specific client needs and requirements and leads and referrals to prospective clients, (d) vendor, supplier and any other business partner information, including the financial arrangement between the Bank or any of its affiliates and such persons, and (e) any information concerning or obtained from the clients of the Bank or any of its affiliates.

2.11 “Covered Period” means the earlier of (a) the execution of any agreement by the Bank or the Company that is expected to result in a Change in Control or (b) the period commencing with the Bank’s or the Company’s initial public announcement, whether in a press release or materials filed under the Securities Exchange Act of 1934, of the agreements or other actions by the Bank or the Company or the board of directors of the Company that are expected or intended to result in a Change in Control, and ending twenty-four (24) months following the occurrence of the Change in Control. In the case of a tender or exchange offer that results in a Change in Control, the Covered Period shall commence on the date that the Company or the board of directors of the Company publicly announces acceptance or support of the offer or, if acceptance or support is never announced, the date that the person making the offer publicly announces that the person knows or believes that the offer has sufficient support among shareholders of the Company to succeed in causing a Change in Control. The Covered Period will be extended by one additional month if the cure period in Section 2.14 is triggered in the 23rd or 24th month following the effective date of the Change in Control.

2.12 “Disability” means a physical or mental infirmity that impairs the Participant’s ability to substantially perform duties assigned to the Participant and that results in the Participant’s becoming eligible for long-term disability benefits under the Bank’s or its successor’s long-term disability plan or from the U.S. Social Security Administration. A Participant shall not be deemed to have a Disability until the date on which the insurer or the administrator of the Bank’s long-term disability insurance program notifies the Participant that the Participant is eligible to commence benefits under such insurance or the date on which the U.S. Social Security Administration notifies the Participant that the Participant is eligible to commence disability benefits.

2.13 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

2.14 “Good Reason” means, without the Participant’s consent, (a) any material demotion in the Participant’s duties, authority or responsibility, or the imposition upon the Participant of unreasonable rules, regulations, working conditions or material changes to the working conditions or responsibilities from the Participant’s working conditions and responsibilities other than due to circumstances outside of the control of the Participant and the Bank, in each case, in connection with a termination of the Participant’s employment for Cause or Disability or as a result of the Participant’s death, or temporarily as a result of the Participant’s illness or other absence; or (b) a reduction in the Participant’s rate of Base Salary and/or a reduction in the aggregate incentive compensation opportunities for the Participant under the Bank’s annual and long-term incentive plans or programs, as applicable, except for a reduction of no more than ten percent (10%acrosss the board to all senior staff or executive officers.

Notwithstanding the forgoing, the Participant will only have Good Reason if the Participant provides notice to the Bank of the existence of the event or circumstance constituting Good Reason specified in any of the preceding clauses within ninety (90) days of the initial existence of such event or circumstances and such event or circumstance is not cured within thirty (30) days after the Bank’s receipt of such notice. If the Participant initiates termination with Good Reason, the actual termination must occur within sixty (60) days after the date of the notice of termination. The Participant’s failure to timely give notice of termination with respect to the occurrence of a specific event that would otherwise constitute Good Reason will not constitute a waiver of the Participant’s right to give notice of any new subsequent event that would constitute Good Reason that occurs after such prior event (regardless of whether the new subsequent event is of the same or different nature as the preceding event).

2.15 “Participant” means an executive or key employee of the Bank or any of its affiliates who has been selected by the Board of Directors to participate in the Plan and who is a party to a Participation Agreement that has not been terminated in accordance with the terms of the Plan.

2.16 “Participation Agreement” means an agreement to participate in the Plan (in whatever form prescribed by the Committee) that evidences the terms and conditions of the individual’s participation in the Plan.

2.17 “Pro-Rata Bonus” means an amount equal to the product of a (a) Participant’s Target Bonus for the year in which the Participant’s Termination Date occurs and (b) a fraction, the numerator of which is the number of days elapsed from the beginning of the applicable calendar year through the Participant’s Termination Date and the denominator of which is the number of days in the applicable calendar year.

2.18 “Qualifying Termination” means any termination of a Participant’s employment with the Bank and its affiliates (or the successors of the Bank and its affiliates), following the Effective Date, by the Bank and its affiliates other than for Cause or by the Participant for Good Reason. For the avoidance of doubt, termination of the Participant’s employment on account of death or Disability, or by the Bank or any of its affiliates for Cause, or by the Participant for other than Good Reason, shall not be treated as a Qualifying Termination. Notwithstanding the foregoing, the death of the Participant after notice of termination for Good Reason or without Cause has been validly provided shall be deemed to be a Qualifying Termination.

2.19 “Severance Multiple” means, for each Participant, the applicable multiple set forth in the Participant’s Participation Agreement.

2.20 “Target Bonus” means a Participant’s target annual bonus under an annual incentive plan applicable to such Participant.

2.21 “Termination Date” means the date on which a Participant experiences a Qualifying Termination.

3. Participation and Severance Benefits

3.1 Participants. From time to time the Board of Directors may, in its discretion, designate those executives and key employees eligible to participate in the Plan. The Board of Directors will, in its discretion, determine the terms and conditions of participation for each eligible individual. No employee has any right to participate in the Plan, and no Participant has any right to terms and conditions of participation not otherwise set forth in this Plan and in the Participant’s Participation Agreement. Any individual selected to participate in the Plan will become a Participant only when he or she executes and delivers a Participation Agreement to the Bank.

3.2 Termination of Participant. A Participant will cease to participate in the Plan and, therefore, shall cease to be eligible to receive severance benefits under the Plan, on the date on which the Participant ceases to be an employee of the Bank and its affiliates other than by a Qualifying Termination. The Board of Directors may terminate the participation of any Participant at any time, but the Participant’s removal from the Plan will not be effective until the later of (a) thirty-six (36) months after the Participant receives notice of his or her termination of participation by Bank or (b) the end of any Covered Period for the Participant that commenced prior to Participant receiving notice of his or her termination of participation by Bank.

3.3 Non-Change in Control Severance Benefits. Unless otherwise provided for in a Participation Agreement, if a Participant experiences a Qualifying Termination during a time that is not a Covered Period, the Participant will be entitled to the following payments under the Plan:

(a) A lump sum cash payment equal to the Participant’s Accrued Obligations;

(b) A lump sum cash payment equal to the Participant’s Pro-Rata Bonus;

(c) A lump sum cash severance in an amount equal to the Participant’s Severance Multiple, multiplied by the Participant’s Base Salary in effect as of the Participant’s Termination Date or in effect at the time the Participant began participating in the Plan, whichever is greater;

(d) If the Participant elects COBRA continuation coverage, a lump sum cash payment equal to (i) the monthly cost for COBRA continuation coverage (as in effect as of the Participant’s Termination Date) for group medical, dental and vision coverage for the Participant and his or her dependents (to the extent the Participant and, if applicable, his or her dependents are covered by the Bank’s health and welfare plans at the Participant’s Termination Date) immediately before the Participant’s Termination Date, multiplied by (ii) the number of months represented by the Participant’s Severance Multiple.

3.4 Change in Control Severance Benefits. If a Participant experiences a Qualifying Termination during a Covered Period, the Participant will be entitled to the following payments under the Plan:

(a) A lump sum cash payment equal to the Participant’s Accrued Obligations;

(b) A lump sum cash payment equal to the Participant’s Pro-Rata Bonus;

(c) A lump sum cash payment equal to the Participant’s Severance Multiple, multiplied by the sum of (i) the greater of (x) the Participant’s Base Salary as in effect immediately before the effective date of the Change in Control or (y) the Participant’s Base Salary in effective as of the Participant’s Termination Date and (ii) the Participant’s Target Bonus for the fiscal year in which the Participant’s Termination Date occurs; and

(d) A lump sum cash payment equal to (i) the monthly cost for COBRA continuation coverage (as in effect as of the Participant’s Termination Date) for group medical, dental and vision coverage for the Participant and his or her dependents (to the extent that the Participant and, if applicable his or her dependents are covered by the Bank’s health and welfare plans at the Participant’s Termination Date) immediately before the Participant’s Termination Date (whether or not the Participant actually elects COBRA continuation coverage), multiplied by (ii) the number of months represented by the Participant’s Severance Multiple.

3.5 Timing of Severance Payments. The cash payments specified in Section 3.3 shall be paid on a regular payday within thirty (30) days following the date on which the Release described in Section 3.7 becomes effective and irrevocable pursuant to its terms (provided that such payments shall be made no later than March 15th of the calendar year following the calendar year in which the Participant’s Termination Date occurs) and the cash payments specified in Section 3.4 shall be paid within five (5) business days following the Participant’s Termination Date.

3.7 Conditions to Severance Benefits. A Participant’s receipt of payments under Section 3.3 will be conditioned on (a) the execution of a general release of all actual and potential claims that the Participant may have against the Bank or any of its affiliates in the form provided to the Participant by the Bank (the “Release”) and (b) such Release becoming effective and irrevocable not later than the sixtieth (60th) day following the Participant’s Termination Date. The Bank will provide the Release to the Participant within five (5) days following the Participant’s Termination Date. If the Participant does not execute and deliver the Release, or if the effective date of the Release does not occur within the sixty (60) days following the Participant’s Termination Date, the Participant will not be entitled to any payments provided for under Section 3.3. For the avoidance of doubt, the receipt of payments under Section 3.4 will not be conditioned on the execution of any release of claims.

3.8 No Duplication of Severance Benefits. If a Participant experiences a Qualifying Termination, the Participant will not be paid any amount, or receive any benefit, under or pursuant to any other plan or program calling for severance benefits, including special severance benefits related to a Change in Control, unless specifically agreed to in writing between the Participant and the Bank or its affiliates. To the extent that a Participant is a party to any written and legally binding employment, retention, retirement or severance agreement with the Bank or any of its affiliates and a provision in such agreement (including a provision calling for special severance benefits related to a Change in Control) is inconsistent with any provision of the Plan, then (a) if the agreement is entered into after the Participant becomes a Participant in the Plan, and if the agreement expressly provides that its inconsistent provision is intended to supersede, override, or settle matters under the Plan for that Participant, the agreement’s provision will govern and control,

but (b) in any other circumstances, the provision of the Plan will govern and control. For the avoidance of doubt, amounts awarded under a retention bonus that pays out in connection with a Qualifying Termination during a Covered Period shall not be considered duplicative of the severance benefits provided under Section 3.4 of the Plan. Further, if a severance benefit is paid pursuant to Section 3.4, no severance benefit will also be provided to the Participant under Section 3.3.

3.9 Other Benefits Not Affected. Notwithstanding anything in the Plan to the contrary, none of the following benefits, programs, or other employment-related matters is enhanced, diminished, or otherwise affected by the Plan, none is considered a benefit of the Plan, and none is waived, released, or otherwise affected by a Participant’s Release unless expressly so provided in that Release:

(a) A Participant’s accounts in a savings plan, nonqualified deferred compensation plan, or other similar deferral plan or program of the Bank or any of its affiliates, including any rights to require a grantor trust or other similar funding protection;

(b) A Participant’s rights under a pension or other funded defined-benefit retirement plan of the Bank or any of its affiliates;

(c) A Participant’s rights under any award of restricted stock, restricted stock units, stock options, stock appreciation rights, or other equity incentive awards, in each case whether or not associated with performance conditions, under any equity plan of the Company and/or award agreements issued thereunder;

(d) A Participant’s rights under any life or disability insurance plan or program of the Bank or any of its affiliates, including any split-dollar life insurance agreement and the right to continue coverage after termination of employment, whether or not at the Participant’s cost; and

(e) A Participant’s rights to obtain or continue health, dental or similar insurance coverage after termination of employment (so-called COBRA continuation rights).

3.10 Golden Parachute Provisions. In the event that any benefits payable to a Participant pursuant to the Plan or otherwise (“Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 3.10 would be subject to the excise tax imposed by Section 4999 of the Code or any comparable successor provisions (the “Excise Tax”), then the Participant’s Payments hereunder will be either (x) provided to the Participant in full or (y) provided to the Participant in such lesser amount that would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts, when taking into account all applicable taxes, including any federal, state, local and foreign income, employment or excise taxes, the Excise Tax and any other applicable taxes, results in the receipt by the Participant, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under the Excise Tax. If the Payments are to be reduced pursuant to this Section 3.10, and none of such Payments are “deferred compensation” subject to Section 409A of the Code, then the reduction will occur in the manner elected by the Participant in writing prior to the date of payment. If any Payment constitutes

“deferred compensation” subject to Section 409A of the Code or if the Participant fails to elect an order, then the Payments to be reduced will be determined in a manner which has the least economic cost to the Participant and, to the extent the economic cost is equivalent, will be reduced in the inverse order of when payment would have been made, until the reduction is achieved. Unless the Bank and the Participant otherwise agree in writing, any determination required under this Section 3.10 will be made in writing in good faith by a nationally recognized accounting firm or other independent advisor(s) selected by the Bank (the “Firm”) which will provide detailed supporting calculations both to the Bank and the Participant within fifteen (15) business days of the receipt of notice from the Bank or the Participant that there has been a payment that may be subject to Section 4999 of the Code, or such earlier time as is requested by the Bank, and whose determination will be final, conclusive and binding upon the Participant and the Bank for all purposes (and the Bank will report such payments consistently and will reasonably defend such calculations). For purposes of making the calculations required by this Section 3.10, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank and Participant agree to furnish to the Firm any information and documents the Firm reasonably request to make the determination under this provision. The Bank will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 3.10.

4. Restrictive Covenants

4.1 Non-Disclosure of Confidential Material. During a Participant’s employment with the Bank or its affiliates and thereafter, the Participant will hold in a fiduciary capacity for the benefit of the Bank and its affiliates all trade secrets and Confidential Information relating to the Bank or any of its affiliates that have been obtained by the Participant during his or her employment by the Bank or any of its affiliates. Except as may be required or appropriate in connection with the Participant carrying out his or her duties as an employee, he or she will not, without the prior written consent of the Bank or as may otherwise be required by law or any legal process, any statutory obligation or order of any court or statutory tribunal of competent jurisdiction, or as is necessary in connection with any adversarial proceeding against the Bank or any of its affiliates (in which case the Participant will use his or her reasonable best efforts in cooperating with the Bank in obtaining a protective order against disclosure by a court of competent jurisdiction), intentionally communicate or divulge any such trade secrets or Confidential Information to anyone other than the Bank and those designated by the Bank or on behalf of the Bank in the furtherance of its business or to perform duties hereunder. Notwithstanding anything to the contrary in the Plan or otherwise, nothing shall limit the rights of a Participant under applicable law to provide truthful information to any governmental entity or to file a charge with or participate in an investigation conducted by any governmental entity. Participants are hereby notified that the immunity provisions in Section 1833 of title 18 of the United States Code provide that an individual cannot be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made: (1) in confidence to federal, state or local government officials, either directly or indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of the law, (2) under seal in a complaint or other document filed in a lawsuit or other proceeding or (3) to an attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to court order.

4.2 Non-Solicitation of Employees. Each Participant agrees that, during his or her employment with the Bank and its affiliates, and for a twelve (12) month period following the Participant’s Termination Date, the Participant will not take any action, directly or indirectly (without the prior written consent of the Bank), that causes or could reasonably be expected to cause any person who is then an employee of the Bank or any of its affiliates to resign from the Bank or any of its affiliates or to apply for or accept employment with any other business or enterprise.

4.3 Non-Solicitation of Customers. Each Participant agrees that, during his or her employment with the Bank and its affiliates, and for a twelve (12) month period following the Participant’s Termination Date, the Participant will not, in any manner, directly or indirectly (without the prior written consent of the Bank): (1) take any action that causes or could reasonably be expected to cause any customer or prospective customer of the Bank or any of its affiliates to whom such Participant provided services or with whom the Participant otherwise had contact to become a customer of or transact any business with a Competitive Business or reduce or refrain from doing any business with the Bank or any of its affiliates, (2) transact business with any customer or prospective customer that would cause the Participant to be a Competitive Business or (3) interfere with or damage any relationship between the Bank or any of its affiliates and a client or prospective customer. This provision shall apply to customers and prospective customers residing or having their business in (i) the Louisiana parishes of Acadia, Ascension, Assumption, Beauregard, Bossier, Caddo, Calcasieu, East Baton Rouge, East Feliciana, Iberville, Jefferson, Lafayette, Livingston, Orleans, Plaquemines, St. Bernard, St. John the Baptist, St. Tammany, Tangipahoa, Washington and West Baton Rouge, (ii) the Mississippi counties of Adams, Forrest, Hancock, Harrison, Jackson, Lamar, Pike, Madison and Warren, and (iii) the Florida counties of Escambia and Okaloosa, so long as the Bank carries on a like business within these parishes and counties.

4.4 Non-Disparagement. Each Participant agrees and covenants that he or she will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory, maliciously false, or disparaging remarks, comments, or statements concerning the Bank or any of its affiliates or their respective businesses, or any of their respective employees, officers, or directors. The preceding sentence does not in any way restrict or impede the Participant from exercising protected rights, to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.

4.5 Validity. The terms and provisions of this Section 4 are intended to be separate and divisible provisions and if, for any reason, any one or more of them is held to be invalid or unenforceable, neither the validity nor the enforceability of any other provision set forth herein will thereby be affected. If for any reason any court of competent jurisdiction finds any provision of this Section 4 unreasonable in duration or geographic scope or otherwise, the Participant and the Bank agree that the restrictions and prohibitions contained herein will be effective to the fullest extent allowed under applicable law in such jurisdiction.

4.6 Injunctive Relief. Without limiting any remedies available to the Bank, by acceptance of payments and benefits under the Plan, a Participant will be deemed to have agreed and acknowledged that a breach of the covenants contained in this Section 4 will result in injury to the Bank and its affiliates for which there is no adequate remedy at law and that it will not be possible to measure damages for such injuries precisely, and that therefore, in the event of such a breach or threat thereof, the Bank will be entitled to seek a temporary restraining order and a preliminary and permanent injunction, without bond or other security, restraining the Participant from engaging in activities prohibited by this Section 4 or such other relief as may be required specifically to enforce any of the covenants in Sections 4.1, 4.2 and 4.3 herein. This provision will not, however, be construed as a waiver of any of the rights that the Bank may have for damages under the Plan or otherwise, and, except as limited in Section 6.10, all the Bank’s rights and remedies will be unrestricted.

5. Claims for Benefits Under the Plan

5.1 Claims for Benefits under the Plan. If a Participant believes that he or she should have been eligible to participate in the Plan or disputes the amount of benefits under the Plan, such individual may submit a claim for benefits in writing to the Committee within sixty (60) days after the individual’s termination of employment. If such claim for benefits is wholly or partially denied, the Committee will within a reasonable period of time, but no later than ninety (90) days after receipt of the written claim, notify the individual of the denial of the claim. If an extension of time for processing the claim is required, the Committee may take up to an additional ninety (90) days; provided that the Committee sends the individual written notice of the extension before the expiration of the original 90-day period. The notice provided to the individual will describe why an extension is required and when a decision is expected to be made. If a claim is wholly or partially denied, the denial notice: (1) will be in writing, (2) will be written in a manner calculated to be understood by the individual and (3) will contain (a) the reasons for the denial, including specific reference to those Plan provisions on which the denial is based; (b) a description of any additional information necessary to complete the claim and an explanation of why such information is necessary; (c) an explanation of the steps to be taken to appeal the adverse determination; and (d) a statement of the individual’s right to request arbitration as set forth in Section 6.10, in lieu of bringing a civil action under Section 502(a) of ERISA, following an adverse decision after appeal. The Committee will have full discretion to deny or grant a claim in whole or in part. If notice of denial of a claim is not furnished in accordance with this Section 5.1, the claim will be deemed denied and the claimant will be permitted to exercise his or her rights to review pursuant to Sections 5.2 and 5.3.

5.2 Right to Request Review of Benefit Denial. Within sixty (60) days of the individual’s receipt of the written notice of denial of the claim, the individual may file a written request for a review of the denial of the individual’s claim for benefits. In connection with the individual’s appeal of the denial of his or her benefit, the individual may submit comments, records, documents, or other information supporting the appeal, regardless of whether such information was considered in the prior benefits decision. Upon request and free of charge, the individual will be provided reasonable access to and copies of all documents, records, and other information relevant to the claim.

5.3 Disposition of Claim. The Committee will deliver to the individual a written decision on the claim promptly, but not later than sixty (60) days after the receipt of the individual’s written request for review, except that if there are special circumstances which require an extension of time for processing, the sixty (60)-day period will be extended to one hundred twenty (120) days; provided that the appeal reviewer sends written notice of the extension before the expiration of the original sixty (60)-day period. If the appeal is wholly or partially denied, the denial notice will: (1) be written in a manner calculated to be understood by the individual, (2) contain references to the specific Plan provision(s) upon which the decision was based, (3) contain a statement that, upon request and free of charge, the individual will be provided reasonable access to and copies of all documents, records and other information relevant to the claim for benefits and (4) contain a statement of the individual’s right to request arbitration as set forth in Section 6.10, in lieu of bringing a civil action under Section 502(a) of ERISA.

5.4 Exhaustion. An individual must exhaust the Plan’s claims procedures prior to proceeding with arbitration as set forth in Section 6.10.

6. Administration of the Plan

6.1 Administration. The Committee, or any person or group of persons designated by the Committee, will administer the Plan. The Committee may interpret the Plan and establish, amend or rescind any rules and regulations relating to the Plan. The Committee may make any other determinations it deems necessary or desirable for the administration of the Plan. The Committee may correct any defect or omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan during a Covered Period will be subject to de novo review without any presumption of correctness. Any action permitted to be taken by the Committee may also be taken by the Board of Directors.

6.2 Amendment; Termination.

(a) The Bank may amend the Plan at any time, provided, however, that unless the Participant otherwise agrees after being given notice of the Plan amendment, an amendment to the Plan pursuant to this Section 6.2 that adversely and materially changes a benefit to a Participant is not effective as to that Participant until immediately after the end of the later of (i) thirty-six (36) months after the Bank gives notice to the Participant of the change and of its effective date or (ii) the end of any Covered Period for the Participant that commenced before amendment of the Plan and that was ongoing at the time of amendment.

(b) The Plan may be amended at any time and in any manner necessary to comply with, or to avoid a material and adverse outcome for the Bank or the Participants under ERISA or Section 409A of the Code. Any such amendment will be effective immediately, or otherwise as provided by the Committee, without the consent of any Participant. If any such amendment is expected to have a material and adverse effect upon one or more Participants, the Bank will give notice of the change to those Participants within thirty (30) days after effectiveness.

(c) The Plan may be terminated at any time. If the Plan is terminated, new Participants may not be added, but the Plan will continue in effect for each then-current Participant until immediately after the later of (i) thirty-six (36) months after termination of the Plan or (ii) the end of any Covered Period that commenced before termination of the Plan.

(d) Termination or amendment of the Plan will not affect any obligation of the Bank under the Plan that has accrued and is unpaid as of the effective date of the termination or amendment.

6.3 Successors. The Bank will require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Bank, expressly and unconditionally to assume and agree to perform the Bank’s obligations under the Plan, in the same manner and to the same extent that the Bank would be required to perform if no succession or assignment had taken place. In such event, the term “Bank,” as used in the Plan, will mean (from and after, but not before, the occurrence of such event) the Bank as herein before defined and any successor or assignee to the business or assets which by reason hereof becomes bound by the terms and provisions of the Plan.

6.4 Third Party Beneficiaries. The Plan shall inure to the benefit of and be enforceable by the Participant’s personal or legal representatives, executors, administrators, successors, heirs, and assigns.

6.5 FDIC Limitations. If any payment or benefit under the Plan would otherwise be a golden parachute payment within the meaning of section 18(k) of the Federal Deposit Insurance Act (a “Golden Parachute Payment”) that is prohibited by applicable law, then if necessary, the payments will be reduced to the greatest amount that can be paid to the Participant without there being a prohibited Golden Parachute Payment. If required, the Bank shall seek the approval of the Federal Deposit Insurance Corporation and any other applicable regulatory agency, as necessary, to make any payment to the Participant that would otherwise constitute a Golden Parachute Payment.

6.6 Creditor Status of Participants. If any Participant acquires a right to receive payments from the Bank under the Plan, such right will be no greater than the right of any unsecured general creditor of the Bank.

6.7 Notice of Address. Each Participant entitled to benefits under the Plan must file with the Bank, in writing, his or her post office address and each change of post office address. Any communication, statement or notice addressed to such Participant at such address will be deemed sufficient for all purposes of the Plan, and there will be no obligation on the part of the Bank to search for or to ascertain the location of such Participant.

6.8 Headings. The headings of the Plan are inserted for convenience and reference only and will have no effect upon the meaning of the provisions hereof.

6.9 Choice of Law. The Plan and Participation Agreements shall be governed by and construed in accordance with the laws of the State of Louisiana without reference to principles of conflict of laws, except as superseded by applicable federal law.

6.10 Arbitration.

(a) Subject to the provisions of Section 4.6, any controversy or claim between a Participant and the Bank arising out of or relating to or concerning the Plan (including the covenants contained in Section 4) and any dispute regarding the Participant’s employment or the termination thereof or any dispute regarding the application, interpretation or validity of the Plan will be finally settled by arbitration in a location determined by the Participant (which location must be located within the parish in which the Participant primarily works) and administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules then in effect. In the event of any conflict between the Plan and the rules of the AAA, the provisions of the Plan will be determinative. If the parties are unable to agree upon an arbitrator, they will select a single arbitrator from a list of seven (7) arbitrators designated by the office of the American Arbitration Association having responsibility for the location selected by the Participant, all of whom will be retired judges who are actively involved in hearing private cases or members of the National Academy of Arbitrators, and who, in either event, are residents of such forum. If the parties are unable to agree upon an arbitrator from such list, they will each strike names alternatively from the list, with the first to strike being determined by lot. After each party has used three (3) strikes, the remaining name on the list will be the arbitrator. The AAA’s Commercial Arbitration Rules will be modified in the following ways: (i) each arbitrator will agree to treat as confidential evidence and other information presented to them, (ii) there will be no authority to award punitive damages, (iii) there will be no authority to amend or modify the terms of the Plan and (iv) a decision must be rendered within ten (10) business days of the parties’ closing statements or submission of post-hearing briefs. The Participant or the Bank may bring an action or special proceeding in a state or federal court of competent jurisdiction sitting in Orleans Parish, Louisiana or such other jurisdiction as the Participant may determine in his or her discretion to enforce any arbitration award under this Section 6.10.

(b) To the extent permitted by law, the Bank shall reimburse the Participant on a current basis for all reasonable legal fees, costs of litigation and other related expenses incurred in good faith by the Participant as a result of the Bank’s refusal to provide the severance benefits to which the Participant successfully becomes entitled under the Plan, or as a result of the Bank’s contesting the validity, enforceability or interpretation of the Plan; provided, however, that the Participant shall reimburse the Bank for all such fees and expenses if an arbitration panel issues a final and non-appealable order setting forth the determination that the position taken by the Participant was frivolous or advanced by the Participant in bad faith.

6.11 Withholding. All payments under the Plan will be subject to all applicable withholding of state, local, and federal taxes.

6.12 No Implied Employment Contract. The Plan does not constitute a contract of employment or impose on a Participant any obligation to remain in the employ of the Bank, nor does it impose on the Bank or any of its affiliates any obligation to retain a Participant in his or her present position or in any other position, nor does it change the status of a Participant’s employment as an employee at will. Except as provided for in Section 2.4, nothing in the Plan will in any way affect the right of the Bank or any of its affiliates in its absolute discretion to change or reduce a Participant’s compensation at any time, or to change at any time one or more benefit plans, dental plans, health care plans, savings plans, bonus plans, vacation pay plans, disability plans and the like.

6.13 No Assignment. The rights of a Participant to payments under the Plan will not be made subject to option or assignment, either by voluntary or involuntary assignment or by operation of law, including (without limitation) bankruptcy, garnishment, attachment or other creditor’s process, and any action in violation of this Section 6.13 will be void.

6.14 Section 409A.

(a) General. The Plan is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and, with respect to amounts that are subject to Section 409A of the Code, will in all respects be administered in accordance with Section 409A of the Code. The right to a series of payments under the Plan will be treated as a right to a series of separate payments. Each payment under the Plan that is made within 2-¹⁄₂ months following the end of the year that contains the Termination Date is intended to be exempt from Section 409A of the Code as a short-term deferral within the meaning of the final regulations under Section 409A of the Code. Each payment under the Plan that is made later than 2-¹⁄₂ months following the end of the year that contains the Participant’s Termination Date is intended to be exempt from Section 409A under the two-times exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation. Then, each payment that is made after the two-times exception ceases to be available shall be subject to delay, in accordance with subsection (c) below. To the extent necessary to comply with Section 409A of the Code, all payments to be made upon a Participant’s Termination Date may only be made upon a “separation from service” within the meaning of Section 409A of the Code.

(b) Specified Employees. Notwithstanding anything in the Plan to the contrary, if the Participant is considered a “specified employee” (as such term is defined under Section 409A(a)(2)(B)(i) of the Code or any successor or comparable provision) on the date of the Participant’s “separation from service” (within the meaning of Section 409A of the Code), any payment that is subject to Section 409A of the Code and payable due to the Participant’s termination of employment will not be made to the Participant until the earlier of the six-month anniversary of the Participant’s “separation from service” within the meaning of Section 409A of the Code or the date of the Participant’s death and will be accumulated and paid on such date.

(c) No Participant Designation of Year of Payment. To the extent necessary to comply with Section 409A of the Code, in no event may a Participant, directly or indirectly, designate the taxable year of payment. To the extent necessary to comply with Section 409A of the Code, if any payment to a Participant under the Plan is conditioned upon the Participant’s executing and not revoking a Release and if the designated payment period for such payment begins in one taxable year and ends in the next taxable year, the payment will be made in the later taxable year.

FORM OF

PARTICIPATION AGREEMENT

Reference is made to the Fidelity Bank Executive Severance Plan (as the same may be amended or modified from time to time, the “Plan”). The Plan is incorporated in this Participation Agreement and is deemed to be a part hereof for all purposes. Unless otherwise defined herein, capitalized terms used in this Participation Agreement shall have the meanings set forth in the Plan. This Participation Agreement is entered into under the Plan with [name].

Upon your execution and delivery to the Bank of this Participation Agreement, you will become a Participant in the Plan. Your participation in the Plan is subject to the terms and conditions of the Plan. Pursuant to your participation in the Plan, you are eligible to receive severance benefits in accordance with the terms of the Plan.

Your severance multiple for non-change in control severance benefits under Section 3.3 of the Plan is “2.” You also understand that, notwithstanding anything to the contrary in the Plan or this Participation Agreement, your eligibility to receive severance benefits under Section 3.3 of the Plan will expire on the third anniversary of the Effective Date of the Plan.

Your severance multiple for change in control severance benefits under Section 3.4 of the Plan is “2.”

By signing below, you expressly agree to be bound by, and you promise to abide by, the terms of the Plan. You agree that the terms of the Plan are reasonable in all respects. You further acknowledge that receipt of severance benefits under Section 3.3 of the Plan is contingent upon your execution, delivery, and non-revocation of a general release of claims as provided in the Plan.

You acknowledge and agree that the Plan and this Participation Agreement supersedes all prior change-in-control and/or severance benefit policies, plans and arrangements of the Bank, if any (and supersede all prior oral or written communications by the Bank with respect to change-in-control benefits or severance benefits, if any), and any such prior policies, plans, arrangements and communications are hereby null and void and of no further force and effect with respect to your participation therein.

You further acknowledge and agree that before signing this Participation Agreement (a) you have fully read and you understand the Plan, (b) you have fully read, and you understand and voluntarily enter into, this Participation Agreement, and (c) you have had sufficient opportunity to consult with your personal tax, financial planning advisor and attorney about the tax, financial and legal consequences of your participation in the Plan.

This Participation Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. This Participation Agreement shall be valid, binding, and enforceable against a party when executed by means of (a) an electronic signature; (b) an original manual signature; or (c) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall have for all purposes the same validity, legal effect, and admissibility in evidence as an original manual signature.

IN WITNESS WHEREOF, each of the parties has executed this Participation Agreement (in the case of the Bank, by its duly authorized officer), as set forth below.

FIDELITY BANK

By:

Name:

Title:

Date:

PARTICIPANT

Signed:

Name:

Title:

Date:

EX-10.4

Exhibit 10.4

AMENDED AND RESTATED FIDELITY BANK

PERFORMANCE-BASED DEFERRED COMPENSATION PLAN

THIS AMENDED AND RESTATED PERFORMANCE-BASED DEFERRED COMPENSATION PLAN (the “Plan”) originally effective as of December 19, 2018, and amended and restated effective as of February 28, 2024, by Fidelity Bank, a state-chartered savings bank located in New Orleans, Louisiana (“Fidelity”).

The purpose of this Plan is to encourage the participating employees, who are members of a select group of management or highly compensated employees, to remain employees of Fidelity, and reward such participating employees for their contributions to the continued success of Fidelity. Fidelity will pay all benefits under this Plan from its general assets.

ARTICLE 1

DEFINITIONS

Whenever used in this Plan, the following words and phrases shall have the meanings specified:

Section 1.1. “Award” means the deferred compensation award, if any, that shall be the basis for any benefits under the Plan.

Section 1.2. “Deferred Compensation Plan Worksheet” means the written document that provides for the performance criteria necessary for the Participant to receive an Award.

Section 1.3. “Beneficiary Designation Form” means the form established from time to time by the Board that a Participant completes, signs and returns to the Board to designate one or more beneficiaries.

Section 1.4. “Benefit Date” means the December 1^st of the 3^rd Plan Year following such Award. For example, the Benefit Date for an Award that is made for the 2024 Plan Year would be December 1, 2027.

Section 1.5. “Board” means elected or appointed members of the Board of Directors of Fidelity.

Section 1.6. “Cause” means termination of a Participant’s employment for:

(a) Gross negligence or gross neglect of duties;

(b) Commission of a felony or of a misdemeanor involving moral turpitude;

(c) Engaging in fraud, disloyalty, dishonesty or willful violation of any law or significant Company policy;

(d) An order for removal of the Participant by Fidelity’s banking regulators; or

(e) Any reason listed in a termination for cause provision in Participant’s Employment Agreement, if applicable.

Section 1.7. “Change of Control” means: (i) a change in the ownership of the Corporation; (ii) a change in the effective control of the Corporation; or (iii) a change in the ownership of a substantial portion of the assets of the Corporation as defined in accordance with Code Section 409A. For purposes of this Plan, the term “Corporation” is defined to include Fidelity, the Company or any of their successors, as applicable.

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i. A change in the ownership of a Corporation occurs on the date that any one person, or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the Corporation that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of such Corporation.

ii. A change in the effective control of the Corporation occurs on the date that either (A) any one person, or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vi)(D)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Corporation possessing 30 percent or more of the total voting power of the stock of the Corporation, or (B) a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election, provided that this subsection “(B)” is inapplicable where a majority stockholder of the Corporation is another corporation.

iii. A change in a substantial portion of the Corporation’s assets occurs on the date that any one person or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vii)(C)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Corporation that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of (A) all of the assets of the Corporation, or (B) the value of the assets being disposed of, either of which is determined without regard to any liabilities associated with such assets. For all purposes hereunder, the definition of Change in Control shall be construed to be consistent with the requirements of Treasury Regulation 1.409A-3(i)(5), except to the extent that such regulations are superseded by subsequent guidance.

For the avoidance of doubt, and notwithstanding anything herein to the contrary, a Change in Control will not be deemed to have occurred for purposes of this Agreement as a result of the conversion of Fidelity from the mutual to the stock form of organization pursuant to the Plan of Conversion, dated as of March 28, 2024.

Section 1.8. “Code” means the Internal Revenue Code of 1986, as amended.

Section 1.9 “Company” means FB Bancorp, Inc., stock holding company of Fidelity, or any successor thereto.

Section 1.10. “Deferred Compensation Account” shall have the meaning stated in Article 4.

Section 1.11. “Disability” means a Participant suffering a sickness, accident or injury, which has been determined by the insurance carrier of any individual or group disability insurance policy covering the Participant, or by the Social Security Administration, to be a disability rendering the Participant totally and permanently disabled. The Participant must submit proof to the Plan Administrator of the insurance carrier’s or Social Security Administration’s determination upon the request of the Plan Administrator.

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For purposes of this Plan, a Disability shall only be deemed to have occurred to the extent that the definition of Disability applied is consistent with the definition of Disability of Section 409A of the Code and the regulations promulgated thereunder.

Section 1.12. “Participant” means an employee of Fidelity, who has been selected to participate in the Plan and who has completed any forms required for participation by Fidelity.

Section 1.13. “Plan Year” means January 1 and ending on December 31 of each year.

Section 1.14. “Separation from Service” means a Participant ceasing to be employed by Fidelity for any reason whatsoever, voluntary or involuntary, other than by reason of an approved leave of absence. For purposes of this Plan, a “Separation from Service” will have occurred if the Fidelity and the Participant reasonably anticipate that either no further services will be performed by the Participant after the date of termination (whether as an employee or as an independent contractor) or the level of further services performed is less than 50% of the average level of bona fide services in the 36 months immediately preceding the termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii).

Section 1.15. “Specified Employee” means a “key employee” of a publicly traded company consistent with the meaning set forth in Section 409A of the Code and the final regulations issued thereunder).

ARTICLE 2

ELIGIBILITY, PARTICIPATION AND AWARDS

Section 2.1. Selection by Board. Participation in the Plan shall be limited to a select group of management and highly compensated employees of Fidelity, as determined by the Board in its sole discretion. From that group, the Board shall select, in its sole discretion, employees to participate in the Plan. Each employee will be notified in writing that he or she has been selected by the Board as a Participant in the Plan.

Section 2.2. Enrollment Requirements. As a condition to participation, each selected employee shall complete, execute and return to the Board a Deferred Compensation Plan Worksheet and a Beneficiary Designation Form. In addition, the Board shall establish from time to time such other enrollment and eligibility requirements as it determines, in its sole discretion, are necessary.

Section 2.3. Eligibility; Commencement of Participation. Provided an employee selected to participate in the Plan has met all enrollment requirements set forth in this Plan and required by the Board, that employee will be a Participant and will be covered by the Plan and will be eligible to receive benefits at the time and in the manner provided hereunder, subject to the provisions of the Plan.

Section 2.4. Termination of Participation and/or Eligibility. If the Board determines that a Participant no longer qualifies as a member of a select group of management or highly compensated employees or, in its discretion, decides that the Participant should no longer be eligible to participate in the Plan, the Board shall have the right, in its sole discretion, to terminate the Participant’s participation in the Plan; provided, however, that the Participant shall retain any and all Awards that have vested pursuant to the Plan, which Awards shall be payable in accordance with the Plan.

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Section 2.5. Awards. If a Participant achieves the performance criteria in his or her Deferred Compensation Plan Worksheet, as determined in the Board’s sole discretion, Fidelity shall credit an Award to a Deferred Compensation Account for that Participant. The Deferred Compensation Plan Worksheet shall be updated annually, by no later than ninety (90) days following any Plan Year for an Award to be given in such Plan Year. If the Deferred Compensation Plan Worksheet is not updated, the Deferred Compensation Plan Worksheet from the prior Plan Year shall continue in effect.

Section 2.6. Vesting in Awards. If a Participant is employed by Fidelity at the end of the third (3^rd) Plan Year following the Plan Year an Award is granted, Participant shall become vested and eligible to receive Plan benefits for such Award.

ARTICLE 3

EARNING OF AWARDS

Section 3.1. Annual Awards, if any, are provided in the sole discretion of the Board and are based on performance criteria that have been pre-established and communicated to eligible employees. As the Plan develops and priorities change, the Board, in its discretion, may revise performance measures and goals for the upcoming year or years, and Participant will be advised of any such revision.

Section 3.1.1. Annual Awards. Threshold, target, and maximum Awards will be set annually by the Board for each eligible position at competitive levels. Awards will be calculated using a ratable approach, where Awards are calculated as a proportion of threshold, target and maximum criteria levels, as determined by the Board.

Section 3.1.2. Performance Metrics.

(1) The period over which performance is measured shall be the Plan Year.

(2) The Plan will provide Awards to Plan Participants based on overall Company and Participant performance as follows:

a. Company Performance. The overall Award for Company performance will be based on Fidelity’s overall success as measured by criteria determined by the Board and CEO, with Board approval. Awards for overall Company performance will be allocated by the Board based on the achievement of this goal, for each Participant in the Plan.

b. Participant Performance. Department or individual performance criteria may also be used to determine a portion of the Participant’s Award.

(3) For each performance factor (overall Company and Participant), appropriate metrics of performance shall be established by the Board with three essential performance points:

a. Threshold Performance: The minimum level of performance needed to receive an Award.

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b. Targeted Expected Performance: The budgeted or expected level of performance based upon both historical data and the Board’s best judgment of expected performance during the coming performance period.

c. Maximum Performance: The level of performance, which based upon historical performance and the Board’s judgment would be exceptional or significantly beyond the expected.

Performance metrics are determined by using Fidelity’s performance history, peer data, and the Board’s judgment of what reasonable levels can be reached, based on previous experience. Once the targeted performance is established, the threshold and maximum payout levels are calculated. As a qualifier to receive Awards under this Plan, Fidelity must achieve satisfactory regulatory ratings as determined by the Board and each Plan Participant must achieve a satisfactory performance evaluation rating.

ARTICLE 4

DEFERRED COMPENSATION ACCOUNT

Section 4.1. Establishing and Crediting. Fidelity shall establish a deferral account on its books for the Participant (the “Deferred Compensation Account”), and shall credit to the Deferred Compensation Account the following amounts:

Section 4.1.1. Credit of Deferred Compensation. During December of each Plan Year, the Compensation Committee shall determine the amount of the cash deferral award for the Plan Participant. This award will be based upon the Participant’s achievement of goals set forth by March 31st by the Compensation Committee. The Compensation Committee’s decision as to the amount of the award is final and binding. Within a reasonable period of time after the end of the Plan Year Fidelity shall credit to the Executive’s Deferred Compensation Account the amount of deferred compensation so determined. Any amount credited under this Section 4.1.1 shall be set forth on a written form, provided to the Executive with each credit, in a form substantially similar to that attached hereto as Addendum A. Despite the general principles used in determining the amount under this Section 4.1.1 and this Agreement in general, the amount set forth in Addendum A for a given Plan Year shall be conclusive.

Section 4.1.2 Earnings. At the end of each Plan Year Fidelity shall credit the Deferred Compensation Account with interest at a rate to be determined by the Board on an annual basis. In the event of a part-year interest payment, due to the commencement of benefits, that rate shall be applied to the Deferred Compensation Account balance using monthly compounding for the period prior to the first payment of any benefits under this Agreement.

Section 4.2. Statement of Accounts. Fidelity shall provide to each Participant, within a reasonable time after the end of each fiscal year, a statement setting forth the balance in the Deferred Compensation Account.

Section 4.3. Accounting Device Only. The Deferred Compensation Account is solely a device for measuring amounts to be paid under this Plan. The Deferred Compensation Account is not a trust fund of any kind. The Participant is a general unsecured creditor of Fidelity for the payment of vested benefits.

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The benefits represent the mere Company promise to pay such benefits. The Participant’s rights are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by the Participant or the Participant’s creditors.

ARTICLE 5

BENEFITS

Section 5.1. Normal Benefit. Subject to Article 6 and other provisions of this Article 5, upon the Benefit Date for each Award, Fidelity shall pay to the Participant the value of the Deferred Compensation Account for such Award in a lump sum in cash within seventy-five (75) days following such Benefit Date for such Award.

Section 5.2. Termination of Employment. Upon Termination of Employment, before the full Deferred Compensation Account has been paid, Fidelity shall pay to the Participant the vested portion of the Deferred Compensation Account within seventy-five (75) days of such termination in a lump sum in cash. All unvested amounts shall be forfeited.

Section 5.3. Change in Control. Upon Termination of Employment within twelve (12) months of a Change in Control, the Participant shall become one hundred percent (100%) vested in the Deferred Compensation Account regardless of when any Awards were granted. Fidelity shall pay to the Participant the Deferred Compensation Account in a lump sum in cash within seventy-five (75) days of vesting under this section.

Section 5.4. Death or Disability Benefit. Upon termination of employment due to death or upon a determination of Disability of the Participant (as defined in Fidelity’s applicable disability insurance plan at that time), the Participant shall become one hundred percent (100%) vested in the Deferred Compensation Account regardless of when any Awards were granted. Fidelity shall pay to the Participant, or the Participant’s designated beneficiary as the case may be, the Deferred Compensation Account in a lump sum within a reasonable time following death or Termination of Employment due to disability.

ARTICLE 6

BENEFICIARIES

Section 6.1. Beneficiary Designations. The Participant shall designate a beneficiary by filing a written designation with Fidelity. The Participant may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Participant and accepted by Fidelity during the Participant’s lifetime. The Participant’s beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Participant, or if the Participant names a spouse as beneficiary and the marriage is subsequently dissolved. If the Participant dies without a valid beneficiary designation, all payments shall be made to the personal representative of the Participant’s estate.

Section 6.2. Facility of Payment. If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, Fidelity may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. Fidelity may require proof of incompetency, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge Fidelity from all liability with respect to such benefit.

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ARTICLE 7

DELAY IN DISTRIBUTIONS UNDER CODE SECTION 409A.

If a Participant is a Specified Employee and payment of the Deferred Compensation Account is triggered due to the Participant’s Separation from Service (other than due to Disability or death), then solely to the extent necessary to avoid penalties under Code Section 409A, no payment shall be made during the first six (6) months following the Participant’s Separation from Service. Rather, any payment which would otherwise be paid to the Participant during such period shall be accumulated and paid to the Participant in a lump sum on the first day of the seventh month following such Separation from Service.

ARTICLE 8

CLAIMS AND REVIEW PROCEDURE

Section 8.1. Claim. A Participant or beneficiary who believes he or she is entitled to any payment under the Plan may make a claim to the Board, and the Board will have the sole authority to determine whether a benefit will be paid, in whole or in part, in accordance with the terms of this Plan.

Section 8.2. Claim Denial. If a claim for a payment made under Section 8.1 is wholly or partially denied, the Board will give the Participant or beneficiary written notice of the denial within ninety (90) days after the receipt of the claim. This notice will include the specific reason for the denial and specific references to any facts or any provisions of the Plan on which the denial is based. This notice will include a description of any additional material or information which the Participant or beneficiary must provide in connection with the claim, along with an explanation of why such material or information is necessary; and an explanation of the Plan’s claim appeal procedure, as set out in Section 8.3.

Section 8.3. Claim Appeal. A Participant or beneficiary who wishes to use the Plan’s claim appeal procedure must, within sixty (60) days of receiving the Board’s notice of denial, notify the Board that he or she wishes to appeal the claim denial. The Participant or beneficiary may review all relevant plan documents and submit issues and comments in writing. The Board will give the Beneficiary notice of its decision on the appeal within sixty (60) days. This notice of the decision on the appeal will include the specific reason for the denial and specific references to any facts or any provisions of the Plan on which the denial on appeal is based.

ARTICLE 9

AMENDMENTS AND TERMINATION

Section 9.1 Amendment. Notwithstanding anything herein contained to the contrary, the Board reserves the exclusive right to freeze or to amend the Plan at any time, provided that no amendment to the Plan shall be effective to decrease or to restrict the amount accrued prior to the date of such amendment without the express written consent of the Participant whose benefit would be decreased.

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Section 9.2 Complete Termination. Subject to the requirements of Code Section 409A, in the event of complete termination of the Plan, the Plan shall cease to operate and Fidelity shall pay out to the Participant his or her entire Deferred Compensation Account as of the date of termination of the Plan. Such complete termination of the Plan shall occur only under the following circumstances and conditions:

(a) The Board may terminate the Plan within 12 months of a corporate dissolution taxed under Code Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Participant’s gross income in the latest of: (i) the calendar year in which the Plan terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.

(b) The Board may terminate the Plan by irrevocable action within the 30 days preceding, or 12 months following, a Change in Control, provided that the Plan shall only be treated as terminated if all substantially similar arrangements sponsored by Fidelity are terminated so that all Participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date of the irrevocable termination of the arrangements.

(c) The Board may terminate the Plan provided that: (i) the termination and liquidation does not occur proximate to a downturn in the financial health of Fidelity, (ii) all arrangements sponsored by Fidelity that would be aggregated with this Plan under Treasury Regulations Section 1.409A-1(c) if the Participant covered by this Plan was also covered by any of those other arrangements are also terminated; (iii) no payments are made within 12 months of the termination of the arrangement, except for payments that would have been payable under the terms of the arrangement if the termination had not occurred; (iv) all payments are made within 24 months of the termination of the arrangements; and (v) Fidelity does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations Section 1.409A-1(c) if the Participant participated in both arrangements, at any time within three years following the date of termination of the arrangement.

ARTICLE 10

MISCELLANEOUS

Section 10.1. Binding Effect. This Plan shall bind the Participant and Fidelity, and their beneficiaries, survivors, executors, successors, administrators and transferees.

Section 10.2. No Guarantee of Employment. This Plan is not an employment policy or contract. It does not give the Participant the right to remain an employee of Fidelity, nor does it interfere with Fidelity’s right to discharge the Participant. It also does not require the Participant to remain an employee nor interfere with the Participant’s right to terminate employment at any time.

Section 10.3. Non-Transferability. Benefits under this Plan cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

Section 10.4. Reorganization. All obligations of Fidelity under the Plan with respect to Awards granted hereunder shall be binding on any successor to Fidelity, whether the existence of such successor is the result of, including but not limited to merger or consolidation into or with another company, reorganization, sale of substantially all of its assets to another company, firm, or person. Upon the occurrence of such event, the term “Company” or “Fidelity” as used in this Plan shall be deemed to refer to the successor or survivor company.

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Section 10.5. Tax Withholding. Fidelity shall withhold any taxes including, but not limited to FICA, that are required to be withheld from the benefits provided under this Plan.

Section 10.6. Applicable Law. The Plan and all rights hereunder shall be governed by the laws of the State of Louisiana, except to the extent preempted by the laws of the United States of America.

Section 10.7. Unfunded Arrangement. The Participant and beneficiary are general unsecured creditors of Fidelity for the payment of vested benefits under this Plan. The benefits represent the mere promise by Fidelity to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Participant’s life is a general asset of Fidelity to which the Participant and beneficiary have no preferred or secured claim.

Section 10.8. Entire Agreement. This Plan, the Participant’s Beneficiary Designation Form and the Participant’s Deferred Compensation Plan Worksheet constitute the entire agreement between Fidelity and the Participant as to the subject matter hereof. No rights are granted to the Participant by virtue of this Plan, the Participant’s Beneficiary Designation Form and the Deferred Compensation Plan Worksheet other than those specifically set forth therein.

Section 10.9. Administration. Subject to the express provisions of the Plan, the Board shall have powers which are necessary to administer this Plan, including but not limited to:

(a) Establishing and revising the method of accounting for the Plan;

(b) Maintaining a record of benefit payments;

(c) Establishing rules and prescribing any forms necessary or desirable to administer the Plan;

(d) Interpreting the provisions of the Plan; and

(e) Adopting, amending and rescinding general and specific rules and regulations for the Plan’s administration.

The Board may delegate the management and operational responsibilities of the Plan including, but not limited to, the employment of advisors and the delegation of ministerial duties to qualified individuals. All determinations on any matter relating to the Plan or any Award may be made in the sole and absolute discretion of the Board, and all such determinations shall be final, binding and conclusive on all persons. No member of the Board shall be liable for any action or determination made with respect to the Plan or any Award.

Section 10.10. Gender and Number. Except where otherwise indicated by the context, any masculine term used herein shall include the feminine, the plural shall include the singular and the singular shall include the plural.

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Section 10.11. Severability. If any part of the Plan is declared by any suit or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any other part of the Plan. Any Section or part of a Section so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such section or part of a section to the fullest extent possible while remaining lawful and valid.

Section 10.12. Board’s Discretion. All decisions of the Board under the Plan, whether to act or not to act, shall be in the Board’s sole discretion.

Section 10.13. Compliance with Section 409A. This Plan shall be interpreted and administered consistent with Code Section 409A.

The effective date of the Plan shall be February 28, 2024. The Plan will continue in effect until the expiration of its term or until earlier terminated, amended, or suspended in accordance with the terms hereof.

New Orleans, Louisiana this 28^th day of February 2024.

FIDELITY BANK		FIDELITY BANK
By:		By:
	Katherine Andry Crosby		W. Anderson Baker III
	Board Chair		Board Secretary

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AMENDED AND RESTATED FIDELITY BANK

PERFORMANCE-BASED DEFERRED COMPENSATION PLAN

BENEFICIARY DESIGNATION FORM

I designate the following as beneficiary of any death benefits under this Plan:

Primary:
Contingent:

Note: To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.

I understand that I may change these beneficiary designations by filing a new written designation with Fidelity. I further understand that pursuant to Section 6.1 of the Plan the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved.

Signature                

Printed Name:              

Date                  

Accepted by the Board this __th day of December, 20__.

By                    

Title                    

Accepted by the Beneficiary this ____ day of __________________, 20__.

Printed Name: _______________________

ADDENDUM A

AMENDED AND RESTATED FIDELITY BANK

PERFORMANCE-BASED DEFERRED COMPENSATION PLAN

DEFERRED COMPENSATION AWARD

THIS DEFERRED COMPENSATION AWARD (the “Award”), effective for the year ____, is acknowledged by Fidelity Bank, located in New Orleans, Louisiana (“Fidelity”) and ____________ (the “Participant ”), and is made pursuant to the Amended and Restated Fidelity Bank Performance-Based Deferred Compensation Plan, effective __________ __, 2024 (the “Plan”).

1. Credit of Deferred Compensation. Fidelity, pursuant to the terms of the Award, hereby credits deferred compensation to the Participant’s Deferred Compensation Account for the Plan Year ____ in an amount equaling $_________________. The amount set forth herein will be determined by the Compensation Committee and Chairman of the Board on an annual basis.

2. No Ownership Rights. Except as otherwise provided in the Plan, this Award does not convey to the Participant any current interest in the amount subject to this Award, or in any prior Award.

3. Crediting Rate. The deferred compensation amount above will receive annual crediting rates as determined by the Board on an annual basis.

4. Vesting Provision. This Award will be subject to a vesting provision with payouts occurring three (3) years after the grant date of the award.

5. Plan and Grant Document Control. The grant is governed by the terms of the Plan. By accepting the grant, you agree that the terms of the Plan and this Award governing the grant.

In Witness Whereof, the parties hereto have caused this Award to be executed to be effective as of the date written above.

Fidelity Bank,		Grantee:
Katherine Andry Crosby		Grantee Name
Board Chair
		Address
		City, State, Zip Code

EX-10.5

Exhibit 10.5

FIDELITY BANK

AMENDED AND RESTATED DIRECTOR RETIREMENT PLAN

THIS AMENDED AND RESTATED DIRECTOR RETIREMENT PLAN (the “Plan”) is hereby adopted, effective as of the 20^th day of February 2024, by the Board of Directors (“Board”) of Fidelity Bank (the “Bank”).

WHEREAS, the Bank previously established the Director Retirement Plan, originally effective as of August 20, 2014, to induce individuals to serve as directors (“Directors”), to reward those who have served the Bank loyally for a significant number of years upon retirement from the Board, and to encourage others to serve in their stead; and

WHEREAS, the Bank wishes to amend and restate the Plan in the manner intended to comply with Section 409A of the Internal Revenue Code (“Code”) and the regulations promulgated thereunder.

NOW, THEREFORE, in consideration of the premises and the mutual promises herein contained, the Plan is amended and restated as follows:

1. Certain Definitions.

(a) Affiliate means any member of a controlled group of corporations with the Bank within the meaning of Treasury Regulation 1.409A-1(h)(3).

(b) Bank is Fidelity Bank.

(c) Director means (i) a nonemployee member of the Board of Directors of the Bank, and (ii) the Executive Chair of the Board of Directors of the Bank, in either case who is duly serving, became a member of the Board of Directors of the Bank prior to March 18, 2020, and serves as a Director of the Bank pursuant to the applicable provisions of the by-laws of the Bank.

(d) Full-Vesting Date means the date on which the Director has completed twenty (20) Years of Service as a Director. A Director who has met his or her Full-Vesting Date will be 100% vested in their Normal Plan Benefit.

(e) Normal Plan Benefit means lifetime monthly payments of $2,500.

(f) Partial Vesting Date means the date on which the Director has ten (10) Years of Service on the Board of Directors of the Bank. On the Partial Vesting Date, such Director will become 50% vested in the Normal Plan Benefit and will vest in an additional 5% for each Year of Service thereafter until fully vested on the Director’s Full-Vesting Date.

(g) Plan means the terms, conditions and benefits provided by this Amended and Restated Director Retirement Plan document and any amendment or restatement of this document.

(h) Reduced Plan Benefit means a monthly payment equal to $2,500 multiplied by the Director’s vested percentage under Section 1(f) as of the date of the Director’s Retirement.

(i) Retirement and Retire means Termination of Service as a Director of the Bank and all its Affiliates for any reason other than death or Specially Defined Cause.

(j) Specially Defined Cause means committing fraud, misappropriation or embezzlement in the performance of duties as a Director of the Bank, or willfully engaging in violations of material banking regulations. For purposes of this provision, no act, or failure to act, on the part of the Director shall be considered “willful” unless it is done, or omitted to be done, by the Director in bad faith or without reasonable belief that the Director’s action or omission was in the best interests of the Bank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors of the Bank or based upon the advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by the Director in good faith and in the best interests of the Bank. Notwithstanding the foregoing, the Director shall not be deemed to have been discharged for Specially Defined Cause unless and until there shall have been delivered to him or her a copy of a certification by the Corporate Secretary of the Bank that the Board of Directors of the Bank (exclusive of the subject Director) pursuant to the Director removal provisions contained in the Bank’s by-laws found that the Director was guilty of conduct which is deemed to be Specially Defined Cause as defined herein and specifying the particulars thereof, after reasonable notice to the Director setting forth in reasonable detail the nature of such Specially Defined Cause and an opportunity for him, together with his counsel, to be heard before the Board of Directors of the Bank.

(k) Termination of Service shall be interpreted consistent with the term “Separation from Service” under Code Section 409A(a)(2)(a)(i) and the Treasury Regulations under Code Section 409A. For these purposes, the Director shall not be deemed to have a “Separation from Service” until the Director no longer serves on the Board of Directors of the Bank, or on the boards of directors of any Affiliate. The Director will not be deemed to have a Separation from Service if the Bank anticipates the Director becoming an employee of the Bank.

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(l) Years of Service, for vesting purposes, means all time spent as a Director of the Bank, whether or not such service commenced before the effective date of this Plan. For these purposes, Years of Service shall be based on each full 12-month period of service as a Director, counted from the Director’s initial date of service.

2. Benefit Payable.

(a) General. No person shall be entitled to receive any benefits under this Plan unless he or she has had a Termination of Service and is no longer serving as a Director of the Bank or its Affiliates.

(b) Retirement.

(i) Retirement After Full-Vesting Date. A Director who Retires after the Full-Vesting Date will receive the Normal Plan Benefit.

(ii) Retirement Prior to Full-Vesting Date but After Partial Vesting Date. A Director who Retires after the Partial Vesting Date but prior to the Full-Vesting Date is entitled to the Reduced Plan Benefit.

(iii) Retirement Prior to Partial Vesting Date. A Director who Retires prior to the Partial Vesting Date is not entitled to any benefit under the Plan.

(c) Commencement of Payments. If a Director is entitled to either the Normal Plan Benefit or Reduced Plan Benefit, payments will commence within thirty (30) days following the date on which the Director has a Termination of Service.

(d) Death. A Director who dies while serving as a Director will not be entitled to any benefit under this Plan. A Director who dies while receiving benefits will cease to receive further benefits following the month of the Director’s death.

(e) Specially Defined Cause. Notwithstanding anything in this Plan to the contrary, a Director whose services as a Director are terminated for Specially Defined Cause will receive no benefit under this Plan.

4. Alienability and Assignment Prohibition. No Director shall have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the benefits payable hereunder nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance owed by the Director, nor be transferable by operation of law in the event of bankruptcy, insolvency or otherwise. In the event a Director attempts assignment, commutation, hypothecation, transfer or disposal of the benefits hereunder, the Bank’s liabilities hereunder shall forthwith cease and terminate.

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5. Binding Obligation of the Bank and any Successor in Interest. This Plan shall bind the Director and the Bank, their heirs, successors, personal representatives and permitted assigns. The Bank expressly agrees that it shall not consolidate into or with another bank or sell substantially all of its assets to another bank, firm or person until such bank, firm or person expressly agrees in writing to assume and discharge the duties and obligations of the Bank under this Plan.

6. Applicable Law. This Plan shall be governed by and construed and enforced in accordance with the substantive laws of the State of Louisiana, without regard to its principles of conflicts of laws.

7. Entire Agreement. This Plan constitutes the entire agreement between the Bank and the Directors pertaining to its subject matter and supersedes all prior and contemporaneous agreements, understanding, negotiations, prior draft agreements, and discussions of the parties, whether oral or written.

8. Withholding. The Bank may withhold from any amounts payable under this Plan such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

9. Interpretation. When a reference is made in this Plan to sections or exhibits, such reference shall be to a section of or exhibit to this Plan unless otherwise indicated. The headings contained in this Plan are for reference purposes only and shall not affect in any way the meanings or interpretation of this Plan. Whenever the words “include,” “includes” or “including” are used in this Plan, they shall be deemed to be followed by the words “without limitation.” Unless the context otherwise requires, whenever used in this Plan, the singular shall include the plural, the plural shall include the singular, and the masculine gender shall include the feminine gender and vice versa.

10. Regulatory Provisions. The Directors confirm that they are aware of the fact that the Federal Deposit Insurance Corporation and/or the Louisiana Office of Financial Institutions has the power to preclude the Bank from making payments to a Director under this Plan under certain circumstances. The Directors agree that the Bank shall not be deemed to be in breach of this Plan if it is precluded from making a payment otherwise payable hereunder by reason of regulatory requirements binding on the Bank. Notwithstanding anything herein contained to the contrary, any payments to a Director are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

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11. Communications. All notices and other communications hereunder shall be in writing and shall be given by hand, sent by facsimile transmission with confirmation of receipt requested, sent via a reputable overnight courier service with confirmation or receipt requested, or mailed by registered or certified mail (postage prepaid and return receipt requested) to the parties at their respective addresses set forth below (or at such other address for a party as shall be specified by like notice), and shall be deemed given on the date on which delivered by hand or otherwise on the date of receipt as confirmed. Notices sent to the Bank shall be addressed to it at its head office, Attention: President, and notices to the Directors shall be addressed to their last address as provided in writing to the Bank to the attention of the Corporate Secretary.

12. Amendment/Revocation. This Plan may be amended or modified at any time by action of the Board; provided however, that no amendment or modification which results in a decrease in vested rights or benefits in whole or part, as to any Director, is permitted without the written consent of the Director even if the Director is no longer in the service of the Bank. In the event that any of the provisions of this Plan or portion hereof are held to be inoperative or invalid by any court of competent jurisdiction, or in the event that any legislation adopted by any governmental body having jurisdiction over the Bank would be retroactively applied to invalidate this Plan or any provision hereof or cause the benefits hereunder to be taxable, then: (1) insofar as is reasonable, effect will be given to the intent manifested in the provisions held invalid or inoperative, and (2) the validity and enforceability of the remaining provisions will not be affected thereby. In the event that the intent of any provision shall need to be construed in a manner to avoid taxability, such construction shall be made by the Bank, as administrator of the Plan, in a manner that would manifest to the maximum extent possible the original meaning of such provisions.

Subject to the requirements of Code Section 409A, in the event of complete termination of the Plan, the Plan shall cease to operate and the Bank shall pay out to the Director his benefit as if the Director had Separated from Service as of the effective date of the complete termination. Complete termination of the Plan shall occur only under the following circumstances and conditions: (1) The administrator may revoke the Plan within 12 months of a corporate dissolution taxed under Code Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Director’s gross income in the latest of (i) the calendar year in which the Plan revokes; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable; (2) The Bank may revoke the Plan by Board action taken within the 30 days preceding a Change in Control (but not following a Change in Control), provided that the Plan shall only be treated as revoked if all substantially similar arrangements sponsored by the Bank are revoked so that the Director and all Directors under substantially similar arrangements are required to receive all amounts of compensation deferred under the revoked arrangements within 12 months of the date of the termination of the arrangements. For these purposes, “Change in Control” shall be defined in

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accordance with the Treasury Regulations under Code Section 409A; (3) The Bank may revoke the Plan provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank, (ii) all arrangements sponsored by the Bank that would be aggregated with this Plan under Treasury Regulations Section 1.409A-1(c) if the Director covered by this Plan was also covered by any of those other arrangements are also revoked; (iii) no payments other than payments that would be payable under the terms of the arrangement if the termination had not occurred are made within 12 months of the termination of the arrangement; (iv) all payments are made within 24 months of the termination of the arrangements; and (v) the Bank does not adopt a new arrangement that would be aggregated with any revoked arrangement under Treasury Regulations Section 1.409A-1(c) if the Director participated in both arrangements, at any time within three years following the date of termination of the arrangement.

Any payments made in connection with a complete termination of the Plan under this Section shall be made in a lump sum, calculated to be the present value of the vested benefit using the 120 percent of the applicable federal rate, compounded semiannually, as determined under Section 1274(d) of the Code.

13. Acceleration of Payments. Except as specifically permitted herein or in other sections of this Plan, no acceleration of the time or schedule of any payment may be made hereunder. Notwithstanding the foregoing, payments may be accelerated hereunder by the Bank, in accordance with the provisions of Treasury Regulation Section 1.409A-3(j)(4) and any subsequent guidance issued by the United States Treasury Department. Accordingly, payments may be accelerated, in accordance with requirements and conditions of the Treasury Regulations (or subsequent guidance) in the following circumstances: (i) as a result of certain domestic relations orders; (ii) in compliance with ethics agreements with the Federal Government; (iii) in compliance with ethics laws or conflicts of interest laws; (iv) in limited cash-outs (but not in excess of the limit under Code Section 402(g)(1)(B)); (v) in the case of certain distributions to avoid a non-allocation year under Code Section 409(p); (vi) to apply certain offsets in satisfaction of a debt of the Director to the Bank; (vii) in satisfaction of certain bona fide disputes between the Director and the Bank; or (viii) for any other purpose set forth in the Treasury Regulations and subsequent guidance.

14. Code Section 409A Taxes. This Plan shall permit the acceleration of the time to pay any taxes that may become due at any time that the arrangement fails to meet the requirements of Code Section 409A and the regulations and other guidance promulgated thereunder. Such payments shall not exceed the amount required to be included in income as the result of the failure to comply with the requirements of Code Section 409A.

6

In the event that a Director is a Specified Employee and payment of the benefit under this Plan is triggered due to the Director’s Separation from Service, then solely to the extent necessary to avoid penalties under Code Section 409A, no payment shall be made during the first six (6) months following the Director’s Separation from Service and any payments that would have otherwise been paid during the initial six-month period shall be accumulated and paid in a lump sum on the first day of the seventh month following the Director’s Separation from Service. “Specified Employee” means a “key employee” of a publicly traded company within the meaning of Code Section 409A and the final regulations issued thereunder.

15. Confidential Information. In order to be eligible for a benefit hereunder (or the continuation of a benefit hereunder), a Director shall adhere to all policies, guidelines, ethical standards and applicable laws and regulations regarding confidential information applicable to members of the Board.

Adopted by the Board of Directors on February 20, 2024

7

EX-21

Exhibit 21

Subsidiaries of the Registrant

The following is a list of the subsidiaries of FB Bancorp, Inc.:

Name	State of Incorporation
Fidelity Bank	Louisiana

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion in this Registration Statement of FB Bancorp, Inc. on Form S-1 to be filed on or about March 4, 2024 of our report dated March 1, 2024, on our audits of the financial statements as of December 31, 2023 and 2022 and for each of the years then ended. Our report includes an explanatory paragraph that refers to a change in the method of accounting for credit losses due to the adoption of ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. We also consent to the reference to our firm under the caption “Experts” in this Registration Statement.

/s/ EisnerAmper LLP

EISNERAMPER LLP

Metairie, Louisiana

March 1, 2024

EX-23.4

Exhibit 23.4

February 27, 2024

The Boards of Directors

Fidelity Bank

FB BANCORP, INC.

353 Carondelet Street

New Orleans, LA 70130

Members of the Boards:

We hereby consent to the use of our firm’s name in the Pre- Effective Amendment No. 1 to the Registration Statement on Form S-1 and any further amendments thereto, to be filed by Mercer Bancorp, Inc., with the Securities and Exchange Commission. We also hereby consent to the inclusion of, summary of and references to our appraisal, our appraisal update report and our statement concerning subscription rights and liquidation rights in such filings, including the prospectus of FB BANCORP, INC. and being named as an expert in the Prospectus.

Sincerely,

FINPRO CAPITAL ADVISORS, INC.

46 East Main Street • Suite 303 • Somerville, NJ 08876 • 908.234.9398 • www.finprocapitaladvisors.com

FinPro Capital Advisors, Inc. (Member FINRA/SIPC) is a wholly owned subsidiary of FinPro, Inc.

EX-99.1

Exhibit 99.1

STATEMENT OF WORK

for

Fidelity Bank

The undersigned client (the “Client” or “Bank”) hereby requests FinPro, Inc. (the “Service Provider” or “FinPro”) to assist the Client by providing the scope of services detailed on the Service Sheets attached to this Statement of Work (the “SOW”). This SOW adopts and incorporates by reference the attached Scope, Service Sheets, and the terms and conditions of the Professional Services Agreement (the “PSA”) which can be found at the following link (Professional Services Agreement).

I hereby acknowledge I am authorized to enter into this contract and that I have read this SOW and understand and agree to the terms and conditions of FinPro’s PSA.

Please review this SOW and indicate your acceptance where appropriate. We look forward to furthering our relationship with you.

TERM

This SOW is effective as of the date set forth below (the “Effective Date”). Any future work that would require extra expense to the Bank will be proposed on separately from this engagement prior to any work being performed.

If at any time during the term of this SOW the Client undergoes a change of control, or terminates this SOW for any other reason than failure to perform by the Service Provider, then the remaining fees under this SOW will be accelerated and become due in full at the time of closing of the change of control or termination,

Approximate Timeframe for Completion:	Six months - Elapsed time to complete all tasks in the SOW
Effective Date of SOW:	10/23/2023

FinPro, Inc. | 46 East Main Street | Suite 303 | Somerville, NJ 08876 | 908-234-9398

FEES

FinPro’s fees for this engagement are set forth below. This fee shall be payable in installments based on the schedule set forth below. FinPro utilizes an electronic billing and collection procedure. Upon execution of this SOW, Client shall indicate the appropriate e-mail address to direct wire instructions and any future correspondence regarding billing and collections.

PAYMENT MILESTONES

Appraisal Fees and Milestones
Total Fee	$85,000
Payment Schedule	Payable according to the Payment Milestone(s) below
Payment Milestone(s):
$30,000	Upon the signing of this SOW.
$30,000	Upon the submission of the appraisal to regulators.
$10,000	Upon the completion of the stock offering.
$15,000	For each appraisal update, this includes the final appraisal.

FinPro, Inc. | 46 East Main Street | Suite 303 | Somerville, NJ 08876 | 908-234-9398

EXPENSES

In the event that the Bank needs to be set up on FinPro’s systems as part of this engagement, there is also a one-time set-up fee for the Bank and the Bank’s users on FinPro’s systems which will be invoiced upon signing of this SOW. To the extent that the Bank makes significant changes to its systems (e.g. core conversion) such that FinPro is tasked with resetting the Client on its systems, an additional set up fee will be charged on each such occurrence. A separate e-mail or request will be sent to establish the initial Bank users and permissions.

In addition to any fees that may be payable to FinPro hereunder, the Bank hereby agrees to promptly reimburse FinPro for the following:

INITIAL OR SUBSEQUENT SETUP FEE	N/A	If Applicable
DATA/DOWNLOAD CORRECTION FEE*	N/A	If Applicable
OUT-OF-POCKET EXPENSES		All of FinPro’s reasonable travel and other out-of-pocket expenses incurred in connection with FinPro’s engagement. It is FinPro policy to itemize expenses for each project so that the client can review, by line item, each expense.
DATA COST	$1,000	There is a pass-through cost for competitor financial/regulatory data.
BONDS	N/A	There is a pass-through cost for bond and MBS market pricing, CMO cash flows, and MBS prepayment speeds.
MARKET DATA (if necessary)	N/A	A market is defined as each branch market or zip code for which specific market data is provided. The purchase of any real estate data will be passed through.
CYBERSECURITY CONTROLS	$200	There is a partial pass-through cost for requisite cybersecurity controls. These cybersecurity elements are necessary under an effective vendor management program.

*Please note: If Client data (including account level download files and general ledger files), materials or other information provided to the Service Provider is incomplete, inaccurate, or does not conform to the format required by the Service Provider, and Client is unable to remedy any such issue in a timely fashion, Service Provider may extend the timeline for delivery of Services outlined in a given SOW, or in the alternative, may charge a data/download correction fee for the additional time and effort required to resolve the data issues. In addition, if Client requests to have its report rerun after the results have been provided to Client, not due to any error by FinPro, a similar data/download correction fee will be applied.

FinPro, Inc. | 46 East Main Street | Suite 303 | Somerville, NJ 08876 | 908-234-9398

This SOW will expire 30 days from this date unless accepted by you in accordance with the terms set forth above and in the PSA. Any changes to this SOW will require approval of the Service Provider. Please sign and return a copy of this SOW to indicate acceptance.

ACCEPTED BY:	SIGNED BY:
FinPro, Inc.	Fidelity Bank
46 East Main Street, Suite 303	353 Carondelet Street
Somerville, NJ 08876	New Orleans, LA 70130
/s/ Scott Martorana
Scott Martorana
Executive Managing Director

FinPro, Inc. | 46 East Main Street | Suite 303 | Somerville, NJ 08876 | 908-234-9398

APPRAISAL SERVICE SHEET

FinPro, Inc. is pleased to assist the Client and the financial institution (“the Company”) by providing appraisal services for the planned offering.

SCOPE OF WORK:

FinPro will perform each of the activities listed below as needed or requested by the Client.

• Conduct financial due diligence, including interviews of senior management and reviews of financial and other records

• Gather an understanding of the Bank’s current and projected financial condition, profitability, risk characteristics, operations and external factors that might influence or impact the Bank

• Prepare a detailed written valuation report of the Bank and the Company, that is consistent with applicable regulatory guidelines and standard valuation practices

• Include an in-depth analysis of the operating results and financial condition of the Bank and the Company

• Assess the interest rate risk, credit risk and liquidity risk

• Describe the business strategies of the Bank and the Company, the market area, competition and potential for the future

• Include a detailed peer analysis of publicly traded savings institutions for use in determining appropriate valuation adjustments based upon multiple factors

• Include a midpoint pro forma valuation along with a range of value around the midpoint value

• Comply, in form and substance with all appropriate requirements of regulatory authorities for purposes of its use to establish the estimate pro forma market value of the common stock of the Company following the Conversion and Stock Offering

• The valuation report may be periodically updated throughout the Conversion process and will be updated at the time of the closing of the Stock Offering

• Prepare and deliver an opinion, in form and substance acceptable to legal and tax counsel of the Bank and the Company, to the effect that the subscription rights granted to eligible account holders, the applicable stock benefit plans and others in connection with the stock offering, have no value

INFORMATION REQUIREMENTS OF THE BOARD:

To accomplish the tasks set forth above, the following minimum information is requested to be made available during the course of the review. This list is not exhaustive and other items may be requested.

• Provide FinPro with all financial and other information, whether or not publicly available, necessary to familiarize FinPro with the business and operations of the Bank and the Company

• Allow FinPro the opportunity, from time to time, to discuss the operations of the Bank and the Company with Bank and Company personnel

• Promptly advise FinPro of any material or contemplated material transactions that may have an effect on the day-to-day operations of the Bank and Company

FinPro, Inc. | 46 East Main Street | Suite 303 | Somerville, NJ 08876 | 908-234-9398

• Provide FinPro with all support schedules required to compile Regulatory, Board and Management reports

• Provide FinPro with offering circular, prospectus and all other materials relevant to the appraisal function for the Conversion

DELIVERABLES:

The following is a list of deliverables that will result from FinPro’s effort.

• Appraisal document

• Final Appraisal document

FinPro, Inc. | 46 East Main Street | Suite 303 | Somerville, NJ 08876 | 908-234-9398

MUTUAL CONFIDENTIALITY AGREEMENT

This Mutual Confidentiality Agreement (the “Agreement”) is by and between FinPro, Inc., a New Jersey corporation, with offices located at 46 East Main Street, Somerville, New Jersey, 08876 and the undersigned Client, whose address is set forth below (together, the “Parties”, and each, a “Party”). This Agreement is effective when signed by both Parties (the “Effective Date”).

WHEREAS, in connection with the exploration of a business opportunity of mutual interest (the “Purpose”), the Parties desire to share certain information that is non-public, confidential or proprietary in nature.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, the Parties agree as follows:

1. Confidential Information. Except as set forth in Section 2 below, “Confidential Information” means all non-public, confidential or proprietary information disclosed before, on or after the Effective Date, by either Party (a “Disclosing Party”) to the other Party (a “Recipient”) or its affiliates, or to any of such Recipient’s or its affiliates’ employees, officers, directors, partners, shareholders, agents, attorneys, accountants or advisors (collectively, “Representatives”), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” including, without limitation:

(a) all information concerning the Disclosing Party’s and its affiliates’, and their customers’, suppliers’ and other third parties’ past, present and future business affairs including, without limitation, personal information, if any, finances, customer information, supplier information, products, services, organizational structure and internal practices, forecasts, sales and other financial results, records and budgets, and business, marketing, development, sales and other commercial strategies;

(b) the Disclosing Party’s unpatented inventions, ideas, methods and discoveries, trade secrets, know-how, unpublished patent applications and other confidential intellectual property;

(c) all designs, specifications, documentation, components, source code, object code, images, icons, audiovisual components and objects, schematics, drawings, protocols, processes, and other visual depictions, in whole or in part, of any of the foregoing;

(d) any third-party confidential information included with, or incorporated in, any information provided by the Disclosing Party to the Recipient or its Representatives, including but not limited to, when applicable, any non-public supervisory information from any state or federal regulator as that term may be defined by such state or federal regulator; and

(e) all notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations and other materials (the “Notes”) prepared by or for the Recipient or its Representatives that contain, are based on, or otherwise reflect or are derived from, in whole or in part, any of the foregoing.

2. Exclusions from Confidential Information. Except as required by applicable federal, state or local law or regulation, the term “Confidential Information” as used in this Agreement shall not include information that:

(a) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any violation of this Agreement by the Recipient or any of its Representatives;

(b) at the time of disclosure is, or thereafter becomes, available to the Recipient on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information to the Recipient by a contractual obligation to the Disclosing Party;

FinPro, Inc. | 46 East Main Street | Suite 303 | Somerville, NJ 08876 | 908-234-9398

(c) was known by or in the possession of the Recipient or its Representatives, as established by documentary evidence, prior to being disclosed by or on behalf of the Disclosing Party pursuant to this Agreement; or

(d) was or is independently developed by the Recipient, as established by documentary evidence, without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information.

3. Disclosing Party Obligations. The Disclosing Party is responsible for obtaining any required third-party permission (private or governmental) prior to disclosure of Confidential Information. Depending on the Purpose of the engagement, the Receiving Party may need access to certain examination information and related documents. The banking regulators have regulations which govern the circumstances under which regulated financial institutions can disclose examination information. It is the sole responsibility of the Disclosing Party to determine which regulations apply to the disclosure of examination information for the Disclosing Party and to obtain all requisite governmental approvals, if any, before disclosing any such information to the Receiving Party. The Receiving Party hereby (a) recognizes, and agrees to abide by, the prohibition on the dissemination of non-public supervisory information as that term may be defined by the individual state and federal banking regulators, and (b) agrees not to use the non-public supervisory information for any purpose other than as provided under its contract to provide services to the Disclosing Party.

4. Recipient Obligations. The Recipient shall:

(a) protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care;

(b) keep a record of the location of the Confidential Information, and any copies thereof, in the Receiving Party’s possession or control and shall provide such record to the Disclosing Party upon written request;

(c) not transfer, export, distribute or otherwise communicate any Confidential Information outside of the United States for any purpose without the prior written approval of the Disclosing Party;

(d) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose, or otherwise in any manner to the Disclosing Party’s detriment, including without limitation, to reverse engineer, disassemble, decompile or design around the Disclosing Party’s proprietary services, products and/or confidential intellectual property;

(e) not disclose any such Confidential Information to any person or entity, except to the Recipient’s Representatives who:

(i) need to know the Confidential Information to assist the Recipient, or act on its behalf, in relation to the Purpose or to exercise its rights under the Agreement;

(ii) are informed by the Recipient of the confidential nature of the Confidential Information; and

(iii) are subject to confidentiality duties or obligations to the Recipient that are no less restrictive than the terms and conditions of this Agreement;

(f) not act as an intermediary or provide for the release of confidential information or examination report(s), either directly or indirectly, to any other parties;

(g) only request examination information and related documents which the Receiving Party considers necessary to provide services for the Purpose of the engagement with the Disclosing Party; and

(h) be aware of and agree to abide by any relevant federal or state regulations governing the prohibition on the dissemination of non-public regulatory information and agree not to use the non-public regulatory information for any purpose other than as provided under its engagement with the Disclosing Party.

FinPro, Inc. | 46 East Main Street | Suite 303 | Somerville, NJ 08876 | 908-234-9398

5. Additional Confidentiality Obligations. Except as required by applicable federal, state or local law or regulation, or otherwise as mutually agreed to in writing by the Parties, neither Party shall, nor permit any of its Representatives to, disclose to any person:

(a) that the Confidential Information has been made available to it or its Representatives, or that it has inspected any portion of the Confidential Information;

(b) that discussions or negotiations may be, or are, underway between the Parties regarding the Confidential Information or the Purpose, including the status thereof; or

(c) any terms, conditions or other arrangements that are being discussed or negotiated in relation to the Confidential Information or the Purpose.

In addition to the above, FinPro (i) is aware of, and agrees to abide by, the prohibition on the dissemination of non-public OCC information contained in paragraph (b)(1) of of 12 CFR 4.37(b); and (ii) hereby agrees not to use the non-public OCC information for any purpose other than as provided under its contract to provide services to the bank or Federal savings association.

6. Securities Law Compliance. The Recipient hereby acknowledges that it understands that: (a) certain information obtained under Agreement or any possible related engagement may contain or constitute material non-public information concerning the Disclosing Party and its Affiliates (b) trading in the Disclosing Party’s securities while in possession of material non-public information or communicating that information to any other Person who trades in such securities could subject the Recipient to liability under the U.S. federal and state securities laws, and the rules and regulations promulgated thereunder, including Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The Recipient agrees that it and its Affiliates will not trade in the Disclosing Party’s securities while in possession of material non-public information or at all until the Recipient can do so in compliance with all applicable laws and without breach of this Agreement.

7. Required Disclosure. Any Disclosure by the Recipient or its Representatives of any of the Disclosing Party’s Confidential Information pursuant to applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction (a “Legal Order”) shall be subject to the terms of this Section. Prior to making any such disclosure, the Recipient shall provide the Disclosing Party with:

(a) prompt written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and

(b) reasonable assistance, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.

If, after providing such notice and assistance as required herein, the Recipient remains subject to a Legal Order to disclose any Confidential Information, the Recipient (or its Representatives or other persons to whom such Legal Order is directed) shall disclose no more than that portion of the Confidential Information which, on the advice of the Recipient’s legal counsel, such Legal Order specifically requires the Recipient to disclose.

FinPro, Inc. | 46 East Main Street | Suite 303 | Somerville, NJ 08876 | 908-234-9398

8. Return or Destruction of Confidential Information. At any time during or after the term of this Agreement, at the Disclosing Party’s written request, the Recipient and its Representatives shall promptly return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. In addition, the Recipient shall also destroy all copies of any Notes created by the Recipient or its Representatives and certify in writing to the Disclosing Party that such copies have been destroyed. Notwithstanding the foregoing, neither Party is obligated to return or destroy Confidential Information maintained in accordance with each Party’s respective legal/regulatory compliance, archival security and/or disaster recovery procedures, it being understood that all such retained Confidential Information will continue to be maintained in confidence in accordance with the terms of this Agreement.

9. Term and Termination. The term of this Agreement shall commence on the Effective Date and shall expire two (2) years following the conclusion of the engagement or the termination of the relationship between the Parties, provided that either Party may terminate this Agreement at any time by providing written notice to the other Party. Notwithstanding anything to the contrary herein, each Party’s rights and obligations under this Agreement shall survive any expiration or termination of this Agreement for such two (2) year period from the date of such expiration or termination, even after the return or destruction of Confidential Information by the Recipient.

10. No Representations or Warranties. Neither the Disclosing Party nor any of its Representatives make any representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information disclosed to the Recipient hereunder. Neither the Disclosing Party nor any of its Representatives shall be liable to the Recipient or any of its Representatives relating to or resulting from the Recipient’s use of any of the Confidential Information or any errors therein or omissions therefrom.

11. No Transfer of Rights, Title or Interest. Each Party hereby retains its entire right, title and interest, including all intellectual property rights, in and to all of its Confidential Information. Any disclosure of such Confidential Information hereunder shall not be construed as an assignment, grant, option, license or other transfer of any such right, title or interest whatsoever to the Recipient or any of its Representatives.

12. No Other Obligation. The Parties agree that neither Party shall be under any legal obligation of any kind whatsoever, or otherwise be obligated to enter into any business or contractual relationship, investment, or transaction, by virtue of this Agreement, except for the matters specifically agreed to herein. Either Party may at any time, at its sole discretion with or without cause, terminate discussions and negotiations with the other Party, in connection with the Purpose or otherwise.

13. Remedies. Each Party acknowledges and agrees that money damages might not be a sufficient remedy for any breach or threatened breach of this Agreement by such Party or its Representatives. Therefore, in addition to all other remedies available at law (which neither Party waives by the exercise of any rights hereunder), the non-breaching Party shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach.

FinPro, Inc. | 46 East Main Street | Suite 303 | Somerville, NJ 08876 | 908-234-9398

14. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New Jersey without giving effect to any choice or conflict of law provision or rule (whether of the State of New Jersey or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of New Jersey. Any legal suit, action or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted in the federal courts of the United States or the courts of the State of New Jersey in each case located in the city of Somerville and County of Somerset, and each Party irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens. Service of process, summons, notice or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.

15. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or

(d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by a Party from time to time in accordance with this Section).

16. Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto.

17. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

18. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

19. Assignment. Neither Party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other Party. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

FinPro, Inc. | 46 East Main Street | Suite 303 | Somerville, NJ 08876 | 908-234-9398

20. Waivers. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Effective Date.

ACCEPTED BY:	SIGNED BY:
FinPro, Inc.		Fidelity Bank
46 East Main Street, Suite 303		353 Carondelet Street
Somerville, NJ 08876		New Orleans, LA 70130

/s/ Scott Martorana

Scott Martorana

Executive Managing Director

FinPro, Inc. | 46 East Main Street | Suite 303 | Somerville, NJ 08876 | 908-234-9398

EX-99.2

Exhibit 99.2

Boards of Directors

February 28, 2024

The Boards of Directors

Fidelity Bank

FB BANCORP, INC.

353 Carondelet Street

New Orleans, LA 70130

Re:

Plan of Conversion Subscription Rights

FB BANCORP, INC.

Members of the Boards of Directors:

The purpose of this letter is to provide an opinion of the value of the subscription rights of the “to be issued” common stock of FB BANCORP, INC. (the “Corporation”), with regard to the stock offering of the Corporation.

Because the subscription rights to purchase shares of common stock in the Corporation, which are to be issued to certain depositors of Fidelity Bank and will be acquired by such recipients without cost, will be nontransferable and of short duration and will afford the recipients the right only to purchase shares of common stock at the same price as will be paid by members of the general public in a direct community offering, we are of the opinion that:

(1) The subscription rights will have no ascertainable fair market value, and;

(2) The price at which the subscription rights are exercisable will not be more or less than the fair market value of the shares on the date of the exercise.

Further, it is our opinion that the subscription rights will have no economic value on the date of distribution or at the time of exercise, whether or not a community offering takes place.

Sincerely,

FinPro Capital Advisors

46 East Main Street • Suite 303 • Somerville, NJ 08876 • 908.234.9398 • www.finprocapitaladvisors.com

FinPro Capital Advisors, Inc. (Member FINRA/SIPC) is a wholly owned subsidiary of FinPro, Inc.

EX-99.3

Exhibit 99.3

FinPro Capital Advisors, Inc. 46 EAST MAIN STREET • SUITE 303 • SOMERVILLE, NJ 08876 • P: (908) 234-9398 AS OF FEBRUARY 14, 2024

	Page 1
Conversion Valuation Appraisal Report

Table of Contents

Fidelity Bank

TABLE OF CONTENTS	1
INTRODUCTION	3
1. OVERVIEW AND FINANCIAL ANALYSIS	6
GENERAL OVERVIEW	6
HISTORY AND OVERVIEW	6
STRATEGIC DIRECTION	7
BALANCE SHEET TRENDS	7
LOAN PORTFOLIO	11
INVESTMENTS	12
ASSET QUALITY	14
FUNDING COMPOSITION	15
ASSET LIABILITY MANAGEMENT	16
CAPITAL	17
INCOME AND EXPENSE TRENDS	17
LEGAL PROCEEDINGS	20
SUBSIDIARIES	20
2. MARKET AREA ANALYSIS	21
3. COMPARISONS WITH PUBLICLY TRADED THRIFTS	22
OVERVIEW OF THE COMPARABLES	25
4. MARKET VALUE DETERMINATION	27
FINANCIAL CONDITION	28
BALANCE SHEET GROWTH	32
EARNINGS QUALITY, PREDICTABILITY AND GROWTH	34
MARKET AREA	38
CASH DIVIDENDS	39
RECENT REGULATORY MATTERS	40
5. OTHER FACTORS	41
MANAGEMENT	41
LIQUIDITY OF THE SHARES	42
MARKETING OF THE ISSUANCE	43
VALUATION ADJUSTMENTS	45

	Page 2
Conversion Valuation Appraisal Report

6. VALUATION	46
DISCUSSION OF WEIGHT GIVEN TO VALUATION MULTIPLES	46
OFFERING VALUE IN RELATION TO COMPARABLES	49
COMPARISON TO RECENT STANDARD CONVERSIONS	51
VALUATION CONCLUSION	52
7. EXHIBITS	53

	Page 3
Conversion Valuation Appraisal Report

Introduction

February 14, 2024

Board of Directors

Fidelity Bank

353 Carondelet Street

New Orleans, LA 70130

Members of the Board Directors:

At your request, FinPro Capital Advisors, Inc. (“FinPro” or “FCA”) has completed and hereby provides an independent appraisal (“Appraisal”) of the estimated pro forma market value of the common stock which is to be issued in connection with the mutual-to-stock conversion transaction described below.

This Appraisal is furnished pursuant to the requirements stipulated in the Code of Federal Regulations and has been prepared in accordance with the “Guidelines for Appraisal Reports for the Valuation of Savings and Loan Associations Converting from Mutual to Stock Form of Organization” (the “Valuation Guidelines”) of originally issued by the Office of Thrift Supervision (“OTS”) and accepted by the Federal Reserve Board (“FRB”), the Office of the Comptroller of the Currency (“OCC”), the Federal Deposit Insurance Corporation (“FDIC”), Louisiana Office of Financial Institutions and other state banking regulatory agencies, and applicable regulatory interpretations thereof.

Description of Plan of Conversion

The Board of Directors of Fidelity Bank (“Fidelity” or the “Bank”) has adopted the plan of conversion (the “Plan”); whereby the Bank will convert to stock form. As a result of the conversion, the Bank will convert to the stock form of ownership and issue all of its common stock to a to-be-formed holding company called FB Bancorp, Inc., a newly formed Maryland corporation, (“the Company”). It is our understanding that the Bank will offer its stock in a subscription and community offering to Eligible Account Holders, to the Employee Plans and to Supplemental Eligible Account Holders of the Bank. To the extent that shares remain available for purchase after satisfaction of all subscriptions received in the subscription offering, the shares may be offered for sale to members of the general public in a direct community offering and/or a syndicated community offering. A portion of the net proceeds received from the sale of the common stock will be used to purchase all of the then to be issued and outstanding capital stock of Fidelity and the balance of the net proceeds will be retained by the Company.

At this time, no other activities are contemplated for the Company other than the ownership of the Bank, a loan to the newly formed ESOP and reinvestment of the proceeds that are retained by the Bank. In the future, the Company may acquire or organize other operating subsidiaries, diversify into other banking-related activities, pay dividends, or repurchase its stock, although there are no specific plans to undertake such activities at the present time. The plan of conversion will not provide for the establishment of a new charitable foundation.

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Conversion Valuation Appraisal Report

In compiling the pro formas, FinPro relied upon the assumptions provided by the Bank and its agents. The pro forma assumptions are as follows:

• 100.0% of the total shares will be sold to the depositors and public,

• the stock will be issued at $10.00 per share,

• the conversion expenses will be $3.0 million at the midpoint, including the placement agent fee,

• there will be an ESOP equal to 8.0% of the shares sold, funded internally, and amortized over 25 years straight-line,

• there will be an MRP equal to 4.0% of the shares sold, amortized over 5 years straight-line,

• there will be a Stock Option Plan equal to 10% of the shares sold, expensed at $3.72 per option over 5 years straight-line,

• the tax rate is assumed at 19.0%, and

• the net proceeds will be invested at the one-year treasury rate of 4.9%, pre-tax.

In the course of preparing our report, we reviewed the Bank’s financials for the years ended December 31, 2023, and December 31, 2022. We also reviewed the registration statement as filed with the Securities and Exchange Commission (“SEC”). We have conducted due diligence analysis of the Bank and held due diligence related discussions with the Bank’s Management and Board and Luse Gorman, PC (the Bank’s counsel). The valuation parameters set forth in the appraisal were predicated on these discussions, but all conclusions related to the valuation were reached and made independent of such discussions.

Where appropriate, we considered information based upon other publicly available sources, which we believe to be reliable; however, we cannot guarantee the accuracy or completeness of such information. We reviewed the Bank’s primary market area and reviewed the market area’s economic condition. We also reviewed the competitive environment in which the Bank operates and its relative strengths and weaknesses. We compared the Bank’s performance with selected publicly traded institutions. We reviewed conditions in the securities markets in general and in the market for similar institutions in particular. Our analysis included a review of the estimated effects of the Conversion of the Bank on the operations and expected financial performance as they related to the Bank’s estimated pro forma value.

In preparing our valuation, we relied upon and assumed the accuracy and completeness of financial and other information provided to us by the Bank and its independent accountants. We did not independently verify the financial statements and other information provided by the Bank and its independent accountants, nor did we independently value any of the Bank’s assets or liabilities. This estimated valuation considers the Bank only as a going concern and should not be considered as an indication of its liquidation value.

Our valuation is not intended, and must not be construed, to be a recommendation of any kind as the advisability of purchasing shares of Common Stock in the stock issuance. Moreover, because such valuation is necessarily based upon estimates and projections of a number of matters, all of which are subject to change from time to time, no assurance can be given that persons who purchase shares of Common Stock in the stock issuance will thereafter be able to sell such shares at prices related to the foregoing valuation of the pro forma market value thereof. FinPro is not a seller of securities within the meaning of any federal or state securities laws. Any report prepared by FinPro shall not be used as an offer or solicitation with respect to the purchase or sale of any securities.

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Conversion Valuation Appraisal Report

The estimated valuation herein will be updated as appropriate. These updates will consider, among other factors, any developments or changes in the Bank’s financial condition, operating performance, management policies and procedures and current conditions in the securities market for thrift institution common stock. Should any such developments or changes, in our opinion, be material to the estimated pro forma market value of the Bank, appropriate adjustments to the estimated pro forma market value will be made. The reasons for any such adjustments will be explained at that time.

Valuation Conclusion

It is, FinPro’s opinion that as of February 14, 2024, the estimated aggregate pro forma market value of the Bank was $150,000,000 at the midpoint of a range with a minimum of $127,500,000 to a maximum of $172,500,000 at 15% below and 15% above the midpoint of the range respectively. Assuming an adjusted maximum value of 15% above the maximum value, the adjusted maximum value or super maximum value is $198,375,000. The stock will be issued at $10.00 per share.

FinPro Capital Advisors

FinPro Capital Advisors, Inc. (“FCA” or “FinPro”) is a registered broker dealer and is a wholly owned subsidiary of FinPro, Inc. FCA addresses numerous areas of capital markets in the heavily regulated financial institution industry including M&A advisory, capital raising, strategic advice, valuation, due diligence, accounting, mark-to-market, enterprise risk management, business planning and regulatory advice. FCA further specializes in financial valuations and analyses of business enterprises and securities, including the pro forma valuation for savings institutions converting from mutual-to-stock form. We believe that, except for the fee we will receive for the Appraisal to assist in the stock conversion process, we are independent of the Bank, Fidelity Bank and the other parties engaged by Fidelity Bank.

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Conversion Valuation Appraisal Report

1. Overview and Financial Analysis

GENERAL OVERVIEW

As of December 31, 2023, the Bank had $1.1 billion in total assets, $769 million in deposits, $659 million in loans held for investment, $23 million in loans held for sale at fair value, and $157 million in equity. The following table shows the Bank’s facilities.

Figure– List of Branch Offices

US Branch List for Fidelity Bank
Street Address	City	State		2023 Deposits ($000)		2022 Deposits ($000)		2018 Deposits ($000)		2022-2023 Growth Rate (%)			2018-2023 Growth Rate (%)
1001 Julia St	New Orleans		LA		7,099		9,610		NA		(26.13	)		NA
1201 S Carrollton Ave	New Orleans		LA		41,978		50,083		29,588		(16.18	)		41.88
1220 Veterans Blvd	Metairie		LA		0		0		0		NA			NA
149 Allen Toussaint Blvd	New Orleans		LA		32,661		48,656		34,509		(32.87	)		(5.36	)
1811 Metairie Ave	Metairie		LA		38,543		43,656		35,297		(11.71	)		9.20
1888 Belle Chasse Hwy	Gretna		LA		27,102		31,821		23,575		(14.83	)		14.96
1901 Gause Blvd E	Slidell		LA		38,048		46,593		34,473		(18.34	)		10.37
2201 N Highway 190	Covington		LA		43,425		43,375		31,384		.12			38.37
2550 Florida St	Mandeville		LA		38,396		40,774		21,173		(5.83	)		81.34
2729 Prytania St	New Orleans		LA		8,413		2,129		NA		295.16			NA
3511 General Degaulle Dr	New Orleans		LA		20,531		22,920		16,797		(10.42	)		22.23
353 Carondelet St	New Orleans		LA		152,722		108,922		89,235		40.21			71.15
3720 Williams Blvd	Kenner		LA		46,088		56,687		44,238		(18.70	)		4.18
3829 Veterans Blvd	Metairie		LA		167,427		206,098		143,307		(18.76	)		16.83
500 C M Fagan Dr	Hammond		LA		29,482		31,347		9,040		(5.95	)		226.13
5530 Crowder Blvd	New Orleans		LA		29,803		33,649		25,934		(11.43	)		14.92
5643 Corporate Blvd	Baton Rouge		LA		18,605		19,753		10,357		(5.81	)		79.64
6920 Bluebonnet Blvd	Baton Rouge		LA		NA		NA		NA		NA			NA
9099 Jefferson Hwy	River Ridge		LA		70,183		75,086		48,799		(6.53	)		43.82

Source: S&P Global

HISTORY AND OVERVIEW

Fidelity Bank is a bank. Fidelity Bank was formed on December 28, 1908, and is historically a mutual institution chartered by the Office of Financial Institutions (OFI). The Bank’s original name was Fidelity Homestead Association, the term “Homestead” was only used in Louisiana when referring to a savings and loan. From its inception, the savings and loan business were concerned with thrift and home ownership by individual savers and borrowers. In July 2007, the name Fidelity Homestead Association, was officially changed to Fidelity Homestead Savings Bank, which allowed the bank to offer even more quality products and services. In January 2014 the Bank purchased NOLA Lending Group, LLC. NOLA was a leader in providing secondary market home financing solutions to the communities they serve. With offices in Louisiana, and Florida, the acquisition expanded the Bank’s presence across the Gulf Coast region. In December 2014, the name Fidelity Homestead Savings Bank, was officially changed to Fidelity Bank, which aligned the bank name with the products and services offered to the communities, and customers, served.

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Conversion Valuation Appraisal Report

Fidelity Bank considers the Metropolitan Statistical Areas (“MSAs”), of New Orleans-Metairie-Hammond and Baton Rouge to be our primary market areas for originating loans and gathering deposits. Fidelity Bank’s branch offices are located in the Parish of East Baton Rouge, located within the Baton Rouge MSA, and the Parishes of Jefferson, Orleans, St. Tammany, and Tangipahoa, which are encompassed within the New Orleans-Metairie-Hammond MSA.

The Bank’s business consists primarily of taking deposits from the general public and investing those deposits, together with funds generated from operations, in one- to four-family residential mortgage loans secured by properties located in the Bank’s primary market area. The Bank also originate residential construction loans, commercial real estate loans, commercial loans, home equity loans and lines of credit, and consumer loans.

The Bank operates 18 full-service branches and two drive-up branches in Southern Louisiana. The Bank’s primary lending products are real-estate residential, real-estate commercial, and consumer loans. The Bank’s primary deposit products are certificates of deposit and demand deposit accounts. In January 2014, the Bank acquired the net assets of NOLA Lending Group (“NOLA”) as a fully-owned division of the Bank. NOLA originates, primarily for resale, residential mortgages in Southern Louisiana, the Florida panhandle, and Mississippi.

STRATEGIC DIRECTION

The Bank’s mission is to operate and further expand a profitable and diversified banking franchise. It plans to achieve this by executing its strategy of:

• continued growth and profitability,

• retain and attract qualified personnel, and

• offer customers competitive banking products along with services.

BALANCE SHEET TRENDS

The Bank’s balance sheet increased by approximately $118 million, or -11.7%, from $1.01 billion on December 31, 2022, to $1.12 billion on December 31, 2023.

The Bank’s total deposits decreased by $22.2 million, or 2.8%, from $791.5 million on December 31, 2022, to $769.3 million on December 31, 2023.

The Bank’s total equity increased by $4.7 million, or 3.3%, from $152.0 million on December 31, 2022, to $156.7 million on December 31, 2023. The Bank’s capital ratios declined from December 31, 2022, to December 31, 2023 and remained well above regulatory well-capitalized standards.

From December 31, 2022, to $1.12 billion on December 31, 2023, Loan Held for Sale, at Fair Value grew, continuing to highlight the Bank’s mortgage operations.

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Conversion Valuation Appraisal Report

Figure– Balance Sheet Trends

FIDELITY BANK

BALANCE SHEETS

DECEMBER 31, 2023 AND 2022

ASSETS

	2023			2022
	(dollars in thousands)
Cash and due from banks	$	5,795		$	8,137
Interest-bearing deposits at other financial institutions		81,313			52,600
Total cash and cash equivalents		87,108			60,737
Securities available for sale		249,898			270,118
Derivative assets		184			384
Loans held for sale, at fair value		22,576			17,110
Loans held for investment, net		659,481			548,831
Federal Home Loan Bank stock, at cost		4,106			2,555
Bank owned life insurance		14,640			14,337
Accrued interest receivable		5,506			4,658
Premises and equipment, net		51,455			46,832
Other real estate owned		815			139
Goodwill		5,786			5,786
Mortgage servicing rights		2,231			8,900
Other assets		21,146			26.880
Total assets	$	1,124,932		$	1,007,267
LIABILITIES AND EQUITY
Deposits:
Non-interest bearing	$	142,032		$	174,553
Interest bearing		627,256			616,975
Total deposits		769,288			791,528
Advances by borrowers for taxes and insurance		11,774			14,157
Other borrowings		172,200			30,100
Accrued interest payable		524			20
Other liabilities		14,409			19,443
Total liabilities		968,195			855,248
Equity:
Retained earnings		172,126			171,008
Accumulated other comprehensive income (loss)		(15,389	)		(18,989	)
Total equity		156,737			152,019
Total liabilities and equity	$	1,124,932		$	1,007,267

Source: Fidelity Bank Financial Statements

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Conversion Valuation Appraisal Report

Figure– Key Ratios

	At or For the Year Ended December 31,
	2023			2022
Performance Ratios:
Return on average assets (1)		0.11	%		0.20	%
Return on average equity (2)		0.73	%		1.31	%
Interest rate spread (3)		4.37	%		4.23	%
Net interest margin (4)		4.72	%		4.32	%
Non-interest expense to average assets		2.39	%		2.11	%
Efficiency ratio (5)		96.96	%		97.33	%
Average interest-earning assets to average interest-bearing liabilities		132.20	%		138.52	%
Capital Ratios:
Total risk-based capital		23.52	%		25.68	%
Tier 1 risk-based capital		22.67	%		24.60	%
Common equity Tier 1 risk-based capital		22.67	%		24.60	%
Tier 1 leverage capital		14.80	%		15.83	%
Average equity to average assets		14.64	%		15.11	%
Asset Quality Ratios:
Allowance for credit losses to total loans (6)		0.90	%		1.27	%
Allowance for credit losses to non-performing loans		80.93	%		147.46	%
Net (charge-offs) recoveries to average outstanding loans		(0.27	)%		(0.09	)%
Non-performing loans to total loans		1.11	%		0.86	%
Non-performing loans to total assets		0.68	%		0.49	%
Total non-performing assets to total assets		0.75	%		0.51	%
Other:
Number of offices		18			17
Number of full-time equivalent employees		366			387

(1) Represents net income divided by average total assets.

(2) Represents net income divided by average equity.

(3) Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost of average interest-bearing liabilities.

(4) Represents net interest income divided by average interest-earning assets.

(5) Represents non-interest expense divided by the sum of net interest and dividend income and non-interest income.

(6) Total loans includes loans held for investment and loans held for sale.

Source: Prospectus

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Conversion Valuation Appraisal Report

Figure– Other Financial Metrics

	At December 31,
	2023		2022
	(In thousands)
Selected Financial Condition Data:
Total assets	$	1,124,932	$	1,007,267
Total cash and cash equivalents		87,108		60,737
Securities available for sale		249,898		270,118
Loans held for sale, at fair value		22,576		17,110
Loans held for investment, net		659,481		548,831
Total deposits		769,288		791,528
Federal Home Loan Bank advances		52,200		30,100
Federal Reserve Term Funding		120,000		—
Total equity		156,800		152,019

	For the Years Ended December 31,
	2023		2022
	(In thousands)
Selected Operating Data:
Total interest and dividend income	$	54,298	$	43,810
Total interest expense		10,130		2,244
Net interest income		44,168		41,566
Provision/(benefit) for credit losses		649		(396	)
Net interest income after provision for credit losses		43,519		41,962
Total non-interest income		24,925		22,541
Total non-interest expense		66,996		62,398
Net income before income taxes		1,448		2,105
Income tax expense/(benefit)		330		(5	)
Net income	$	1,118	$	2,110

Source: Prospectus

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Conversion Valuation Appraisal Report

LOAN PORTFOLIO

The Bank offers mortgage, commercial and consumer loans to customers. A substantial portion of the loan portfolio is represented by loans in Southeast Louisiana.

As of December 31, 2023, the Bank had both loans held for investment and loans held for sale at fair value given the Bank’s mortgage operations. Of loans held for investment, $246.7 million of loans secured by one- to four-family residential real estate, representing 40.1% of total loans receivable. As of December 31, 2023, the Bank had $275.9 million in commercial loans, representing 41.8% of total loans. As of December 31, 2023, the Bank had $126.1 million in consumer loans, representing 19.1% of total loans receivable. Total loans receivable increased by $110.7 million, or 20.2%, to $659.5 million as of December 31, 2023, from $548.8 million on December 31, 2022.

Additionally, in 2023, the Bank grew fixed rate residential mortgages by $23.6 million or 34.0% compared to the prior year. The Bank also grew commercial real estate loans by $37.1 million or 21.9% from the prior year.

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Conversion Valuation Appraisal Report

Figure – Loan Composition

The components of loans were as follows at December 31:

	2023			2022
	(dollars in thousands)
Residential mortgage loans (1-4 family):
Fixed	$	94,267		$	70,659
Variable		154,630			143,312
Construction		15,764			686
Total residential mortgage loans		264,661			214,657
Commercial loans
Real estate		206,267			169,144
SBA Paycheck Protection Program		566			833
Other		69,053			65,305
Total commercial loans		275,886			235,282
Consumer loans:
Home equity		98,331			85,485
Other consumer		27,740			21,416
Total consumer loans		126,071			106,901
		666,618			556,840
Less:
Undisbursed portion of mortgage loans		(118	)		(54	)
Net deferred loan costs (fees)		(816	)		(657	)
Allowance for credit losses		(6,203	)		(7,298	)
Total loans receivable	$	659,481		$	548,831

Source: Offering Prospectus

INVESTMENTS

The Bank’s investment portfolio is held 100% as available for sale securities. The Bank’s investment portfolio generally consists of US government sponsored agencies, mortgage-backed securities and corporate bonds.

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Conversion Valuation Appraisal Report

Investment securities decreased $20.2 million, or 7.4%, to $249.9 million at December 31, 2023, from $20.1 million at December 31, 2022. Over 2023 the Bank experienced a net reduction in the gross unrealized losses of the investment portfolio, which was $24.2 million on December 31, 2022, reducing to $19.7 million at December 31, 2023. The unrealized losses noted are interest rate related. The Bank has not identified any issues related to the ultimate repayment of principal as a result of credit concerns on these securities. The Bank does not consider these securities to be other-than-temporarily impaired at December 31, 2023. At year-end 2023 and 2022, there were no holdings of securities of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of Bank equity. As of December 31, 2023 the Bank pledged approximately $170 million of securities, up from $26 million at the end of 2022.

securities sales were $17.3 million during the year ended December 31, 2023, and $14.0 million during the year ended December 31, 2023. These were offset by calls, maturities, as well as repayments of $43.8 million.

Figure– Investment Composition

	2023
	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value
Available for sale:
U.S. government sponsored agencies	$	146,112	$	175	$	10,760	$	135,527
Mortgage-backed securities: residential		85,902		52		7,159		78,795
Corporate bonds		37,298		—		1,787		35,511
Small Business Administration		66		—		1		65
Total available for sale	$	269,378	$	227	$	19,707	$	249,898

	2022
Available for sale:
U.S. government sponsored agencies	$	168,619	$	64	$	14,173	$	154,510
Mortgage-backed securities: residential		82,464		26		7,633		74,857
Corporate bonds		42,963		70		2,390		40,643
Small Business Administration		109		—		1		108
Total available for sale	$	294,155	$	160	$	24,197	$	270,118

Source: Offering Prospectus

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Conversion Valuation Appraisal Report

ASSET QUALITY

Over the past year the Bank has seen a decline in loan loss reserves to gross loans, declining to 0.90% as of December 31, 2023, from 1.27% as of December 31, 2022. The Bank has strong coverage to both non-performing loans and non-accrual loans as measured by the allowance for loan losses. The Bank has had charge-offs rise over the course of 2023, to 0.27%. Please see the Key Ratio Trends table for further details.

As of December 31, 2023 the Bank has seen the level of special mention and substandard loans rise, while doubtful and loss loans have declined. Non-accrual loans have also risen over 2023, to be $7.7 million.

Figure– Non-Performing Asset Composition

	December 31, 2023
	Pass		Special Mention		Substandard		Doubtful		Loss		Total
1-4 Family Residential	$	242,271	$	356	$	6,270	$	—	$	—		248,897
Construction		13,764		—		—		—		—		15,764
Commercial Real Estate		195,050		9,394		1,823		—		—		206,267
SBA Paycheck Protection Program		566		—		—		—		—		566
Other Commercial		64,829		1,775		2,008		18		423		69,053
Home Equity		96,802		66		1,426		33		4		98,331
Other Consumer Loans		27,693		27		20		—		—		27,740
Total Loans	$	642,975	$	11,618	$	11,547	$	51	$	427	$	666,618

	December 31, 2022
	Pass		Special Mention		Substandard		Doubtful		Loss		Total
1-4 Family Residential	$	209,717	$	116	$	4,138	$	—	$	—		213,971
Construction		686		—		—		—		—		686
Commercial Real Estate		167,191		108		1,845		—		—		169,144
SBA Paycheck Protection Program		784		—		38		11		—		833
Other Commercial		63,767		311		714		306		207		65,305
Home Equity		84,348		101		1,001		35		—		85,485
Other Consumer Loans		21,190		83		63		65		15		21,416
Total Loans	$	547,683	$	719	$	7,799	$	417	$	222	$	556,840

Source: Fidelity Bank Financial Statements

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Conversion Valuation Appraisal Report

FUNDING COMPOSITION

Deposits decreased by $22.2 million, or 2.8%, to $769.3 million at December 31, 2023 from $791.5 million at December 31, 2022. Non-maturity deposits (Negotiable Order of Withdrawal (NOW), Savings and Money Market accounts) decreased by $119.4 million or 19.1% from December 31, 2022, to December 31, 2023. Maturity deposits (CDs, Wholesale and Brokered Deposits) grew by $97.2 million or 57.8% from December 31, 2022, to December 31, 2023. Wholesale and brokered deposits have grown by $58.1 million from December 31, 2022, to December 31, 2023.

The weighted average interest rate on depositor accounts as of December 31, 2023 and 2022 was 1.23% and 0.21%, respectively. Included in deposits are certificates of deposit in amounts greater than $250,000 totaling $23 million of account balance and approximately $891 thousand in annual interest expenses for December 31, 2023 and $10 million of account balance and approximately $71 thousand in annual interest expense for December 31, 2022.

The Bank’s CDs are generally short to intermediate terms with 73.7% scheduled to mature in 2024.

Figure– Deposit Composition and Time Deposit Maturity Schedule

	2023		2022		$ Variance			Variance
NOW		268,379		321,107	($	52,728	)		-16.5	%
Savings		127,213		167,402	($	40,189	)		-23.9	%
Money Market		108,778		135,255	($	26,477	)		-19.2	%
Non-maturity		504,370		623,764	($	119,394	)		-19.1	%
CDs		174,362		135,309	$	39,053			28.8	%
Wholesale and Brokered Deposits		90,556		32,455	$	58,101			178.7	%
Total Time Deposits		264,918		167,764	$	97,154			57.8	%
Total Deposits		769,288		791,528	($	22,240	)		-2.8	%

Source: Fidelity Bank Financial Statements

At December 31, 2023, the Bank had $52.2 million of outstanding borrowings from the Federal Home Loan Bank, rising $22.1 million or 73.1% from December 31, 2022. At December 31, 2022, the Bank had the capacity to borrow $314 million from the Federal Home Loan Bank as part of a blanked lien on first mortgage loans and cash and investments held with the FHLB.

As of December 31, 2023, the Bank had $120 million borrowed from the Federal Reserve’s Bank Term Funding Program. The borrowing carries a fixed rate of 4.84%, matures December 24, 2024, and is prepayable at any time. Collateral for borrowings is the par value of investment securities.

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Conversion Valuation Appraisal Report

ASSET LIABILITY MANAGEMENT

The following chart provides the Bank’s estimated net portfolio value at various interest rate shock scenarios as measured by Economic Value of Equity (EVE) and Net Interest Income (NII). The Bank’s starting flat rate EVE ratio of 20.15% is strong. The Bank is liability sensitive as the Bank’s EVE ratio declines in rising rate scenarios and increases as rates decline. The Bank’s NII results display decline in NII as rates rise and minimal impact to declining rates.

Figure– EVE Results as of December 31, 2022

At December 31, 2023
Change in Interest Rates (basis points) (1)	Estimated EVE (2)		Estimated Increase (Decrease) in EVE						EVE as a Percentage of Present Value of Assets (3)
			Amount			Percent			EVE Ratio (4)			Increase (Decrease) (basis points)
(Dollars in thousands)
400	$	147,067	$	(79,678	)		(35.1	)%		12.85	%		(730	)
300		169,590		(57,155	)		(25.2	)%		14.81	%		(534	)
200		190,219		(36,526	)		(16.1	)%		16.62	%		(353	)
100		209,871		(16,874	)		(7.4	)%		18.33	%		(182	)
—		226,745		—			—	%		20.15	%		—
(100)		241,035		14,290			6.3	%		21.06	%		91
(200)		248,684		21,939			9.7	%		21.72	%		157

(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.

Source: Offering Prospectus

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Conversion Valuation Appraisal Report

Figure– NII Results as of December 31, 2022

At December 31, 2023
Change in Interest Rates (basis points) (1)	NII Year 1 Forecast		Year 1 Change from Level
(Dollars in thousands)
+400	$	36,405		(16.60	)%
+300		39,343		(9.87	)%
+200		41,669		(4.54	)%
+100		43,114		(1.23	)%
Level		43,651		—	%
(100)		43,498		(0.35	)%
(200)		42,804		(1.94	)%

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

Source: Offering Prospectus

CAPITAL

Total equity increased $4.7 million, or 3.3%, to $156.7 million at December 31, 2023 from $152.0 million at December 31, 2022. The increase resulted from net income of $1.1 million and decline in Accumulated Other Comprehensive Income during the twelve months ended December 31, 2023.

INCOME AND EXPENSE TRENDS

The Bank’s net income has trended downwards between the twelve months ended December 31, 2023, and December 31, 2022. The decrease is predominately attributable to higher levels of non-interest expenses offset slightly by growth of net interest income and non-interest income. Growth of non-interest expenses was experienced primarily in rises in data processing, net and other general and administrative expenses. During this time frame net interest income rose from $41.6 million for the twelve months ended December 31, 2022, to $44.2 million for the twelve months ended December 31, 2023.

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Conversion Valuation Appraisal Report

Figure– Income Statement Trends

FIDELITY BANK

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

	2023			2022
	(dollars in thousands)
Interest income
Interest and fees on loans	$	43,287		$	35,481
Interest and dividends on investment securities		9,278			5,927
Interest on deposits in other banks		1,733			2,402
Total interest and dividend income		54,298			43,810
Interest expense
Deposits		6,762			1,797
Borrowed funds		3,368			447
Total interest expense		10,130			2,244
Net interest income		44,168			41,566
Provision for credit losses		649			(396	)
Net interest income after provision for credit losses		43,519			41,962
Non-interest income
Service charges and fee income from deposit accounts		3,160			3,547
Gain on sale of mortgage loans		12,526			14,477
Gain (loss) on sales and disposal of assets		(1	)		9
Gain on sale of available for sale securities		66			135
Gain on sale of mortgage servicing rights		5,318			—
Other non-interest income		3,856			4,373
Total non-interest income		24,925			22,541
Non-interest expenses
Salaries and employee benefits		40,729			41,953
Occupancy and equipment		8,067			8,238
Directors’ fees		806			748
Data processing		4,683			3,665
Advertising and marketing		1,755			1,785
Mortgage servicing rights amortization		1,763			3,079
Hedging activity, net		247			(4,904	)
Other general and administrative		8,946			7,834
Total non-interest expenses		66,996			62,398
Net income before income taxes		1,448			2,105
Income tax expense (benefit)		330			(5	)
Net income	$	1,118		$	2,110

Source: Fidelity Bank Financials

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Conversion Valuation Appraisal Report

Figure– Rate Volume Analysis

	For the Year Ended December 31,
	2023								2022
	Average Outstanding Balance			Interest		Average Yield/Rate			Average Outstanding Balance			Interest		Average Yield/Rate
	(Dollars in thousands)
Interest-earning assets:
Cash and cash equivalents	$	38,685		$	1,733		4.48	%	$	200,476		$	2,402		1.20	%
Securities		259,311			9,278		3.58	%		197,537			5,927		3.00	%
Loans		611,317			41,679		6.82	%		526,578			33,825		6.42	%
Loans available for sale		26,098			1,608		6.16	%		38,382			1,656		4.31	%
Total earning assets		935,411			54,298		5.80	%		962,973			43,810		4.55	%
Non-interest-earning assets:
Cash and cash equivalents		6,714								6,982
Fixed assets		49,960								46,914
Allowance for loan losses		(6,332	)							(7,926	)
Other		56,562								58,102
Total non-interest-earning assets		106,905								104,073
Total assets	$	1,042,316							$	1,067,045
Interest-bearing liabilities:
Interest-bearing demand deposits	$	131,764			136		0.10	%	$	149,695			102		0.07	%
Interest-bearing savings and money markets		262,711			1,091		0.42	%		326,618			469		0.14	%
Certificates of deposit		232,260			5,535		2.38	%		185,193			1,226		0.66	%
Total interest-bearing deposits		626,735			6,762		1.08	%		661,507			1,797		0.27	%
Interest-bearing borrowings		80,831			3,368		4.17	%		33,659			447		1.33	%
Total interest-bearing liabilities		707,567			10,130		1.43	%		695,166			2,244		0.32	%
Non-interest:
Demand deposits		173,927								205,346
Other liabilities		8,197								5,348
Total non-interest liabilities		182,124								210,694
Total equity		152,626								161,186
Total liabilities and equity	$	1,042,316							$	1,067,045
Net interest income				$	44,168							$	41,566

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Conversion Valuation Appraisal Report

Net interest-earning assets (1)	$	308,676				$	301,466
Net interest rate spread (2)				4.37	%				4.23	%
Net yield on interest-earning assets				4.72	%				4.32	%
Average interest-earning assets to interest-bearing liabilities		1.32x					1.39x
Average equity to assets		14.64	%				15.11	%

(1) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(2) 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.

Source: Offering Prospectus

LEGAL PROCEEDINGS

As of December 31, 2023, the Bank was not party to any material pending legal proceedings that management believes would have a material adverse effect on the Bank’s financial condition, results of operations or cash flows.

SUBSIDIARIES

The Bank does not have any subsidiaries.

Upon completion of the conversion and stock offering, Fidelity Bank will become the sole and wholly-owned subsidiary of FB Bancorp. Fidelity Bank has no subsidiaries.

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Conversion Valuation Appraisal Report

2. Market Area Analysis

The following tables provide deposit and demographic data for the counties in which the Bank has branches.

Figure– Deposit Market Share

Market Share Data*
						2023						2022
Institution (ST)	Type	2023 Rank		2022 Rank		Number of Branches		Total Deposits In Market ($000)		Total Market Share (%)		Total Deposits In Market ($000)		Total Market Share (%)
Jefferson, LA (Parish)
Hancock Whitney Corp. (MS)	Bank		1		1		13		3,169,531		21.53		3,477,264		22.05
JPMorgan Chase & Co. (NY)	Bank		2		2		11		2,538,199		17.24		2,708,340		17.17
Capital One Financial Corp. (VA)	Bank		3		3		9		2,080,699		14.13		2,707,962		17.17
Regions Financial Corp. (AL)	Bank		4		4		10		1,806,921		12.27		1,440,123		9.13
CB&T Holding Corp. (LA)	Bank HC		5		6		1		1,063,185		7.22		884,816		5.61
Gulf Coast B&TC (LA)	Comm’l Bank		6		5		7		979,253		6.65		1,019,660		6.47
First Horizon Corp. (TN)	Bank		7		7		8		666,465		4.53		832,674		5.28
MBT Bancshares Inc. (LA)	Bank		8		8		7		456,190		3.10		523,393		3.32
Fidelity Bank (LA)	Savings Bank		9		9		6		349,343		2.37		413,348		2.62
Home Bancorp Inc. (LA)	Bank		10		10		4		296,634		2.01		386,453		2.45
Total For Institutions In Market							103		14,724,596				15,771,338
Orleans, LA (Parish)
Capital One Financial Corp. (VA)	Bank		1		1		7		9,628,551		46.19		9,453,258		42.96
JPMorgan Chase & Co. (NY)	Bank		2		3		11		3,904,594		18.73		3,955,127		17.97
Hancock Whitney Corp. (MS)	Bank		3		2		11		3,500,311		16.79		4,161,691		18.91
First Horizon Corp. (TN)	Bank		4		4		8		1,188,758		5.70		1,449,105		6.59
Gulf Coast B&TC (LA)	Comm’l Bank		5		5		5		608,245		2.92		710,041		3.23
Liberty Finl Services Inc. (LA)	Bank HC		6		7		6		590,662		2.83		536,340		2.44
Regions Financial Corp. (AL)	Bank		7		6		6		511,207		2.45		590,318		2.68
Fidelity Bank (LA)	Savings Bank		8		9		7		293,207		1.41		275,969		1.25
BancPlus Corp. (MS)	Bank		9		8		3		165,755		0.80		449,451		2.04
Fifth District SB (LA)	Thrift		10		10		2		143,840		0.69		138,232		0.63
Total For Institutions In Market							78		20,843,600				22,004,118
Saint Tammany, LA (Parish)
Hancock Whitney Corp. (MS)	Bank		1		1		9		1,671,180		22.06		1,521,339		18.86
JPMorgan Chase & Co. (NY)	Bank		2		2		6		1,366,621		18.04		1,497,824		18.57
Capital One Financial Corp. (VA)	Bank		3		3		4		963,269		12.71		1,223,713		15.17
Regions Financial Corp. (AL)	Bank		4		4		4		696,885		9.20		1,012,598		12.55
Resource Bankshares Inc. (LA)	Bank HC		5		5		6		630,533		8.32		680,406		8.44
Gulf Coast B&TC (LA)	Comm’l Bank		6		6		4		470,401		6.21		464,635		5.76
BancPlus Corp. (MS)	Bank		7		9		2		295,259		3.90		183,795		2.28
Home Bancorp Inc. (LA)	Bank		8		7		6		229,683		3.03		253,170		3.14
First Horizon Corp. (TN)	Bank		9		8		3		208,372		2.75		235,052		2.91
Bus. First Bancshares Inc. (LA)	Bank		10		11		1		169,535		2.24		136,204		1.69
Fidelity Bank (LA)	Savings Bank		14		13		3		119,869		1.58		130,742		1.62
Total For Institutions In Market							76		7,576,199				8,065,993
Tangipahoa, LA (Parish)
First Guaranty Bancshares Inc. (LA)	Bank		1		1		7		1,144,754		41.23		1,057,640		36.99
Hancock Whitney Corp. (MS)	Bank		2		2		5		499,199		17.98		514,005		17.97
The First Bancshares (MS)	Bank		3		3		4		242,431		8.73		313,786		10.97
Regions Financial Corp. (AL)	Bank		4		4		4		230,561		8.30		251,949		8.81
BancPlus Corp. (MS)	Bank		5		6		2		183,051		6.59		186,093		6.51
Capital One Financial Corp. (VA)	Bank		6		5		2		159,893		5.76		187,537		6.56
JPMorgan Chase & Co. (NY)	Bank		7		7		1		136,310		4.91		153,289		5.36
Investar Holding Corp. (LA)	Bank		8		8		1		52,420		1.89		52,225		1.83
Gulf Coast B&TC (LA)	Comm’l Bank		9		9		1		38,930		1.40		44,571		1.56
Fidelity Bank (LA)	Savings Bank		10		11		1		29,482		1.06		31,347		1.10
Total For Institutions In Market							32		2,776,480				2,859,592
East Baton Rouge, LA (Parish)
JPMorgan Chase & Co. (NY)	Bank		1		1		18		8,594,189		42.50		9,421,851		43.28
Capital One Financial Corp. (VA)	Bank		2		2		7		3,147,592		15.57		3,677,854		16.89
Hancock Whitney Corp. (MS)	Bank		3		3		15		2,186,250		10.81		2,506,855		11.52
First Horizon Corp. (TN)	Bank		4		5		6		1,348,731		6.67		1,355,207		6.23
Regions Financial Corp. (AL)	Bank		5		4		14		1,196,213		5.92		1,435,918		6.60
Bus. First Bancshares Inc. (LA)	Bank		6		6		4		1,120,588		5.54		762,939		3.50
Investar Holding Corp. (LA)	Bank		7		7		4		647,416		3.20		547,797		2.52
Red River Bancshares Inc. (LA)	Bank		8		8		5		461,377		2.28		544,535		2.50
Zachary Bancshares Inc. (LA)	Bank HC		9		9		3		327,390		1.62		348,019		1.60
Cadence Bank (MS)	Bank		10		11		3		178,622		0.88		179,690		0.83
Fidelity Bank (LA)	Savings Bank		25		25		2		18,605		0.09		19,753		0.09
Total For Institutions In Market							116		20,219,775				21,770,267

* The market share data displayed is for Fidelity Bank

Source: S&P Global

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Conversion Valuation Appraisal Report

Figure– County Demographics

County	Market Rank		Number of Branches		Deposits In Market ($000)		Deposit Market Share (%)		Percent of State Franchise (%)		Percent of National Franchise (%)		2024 Total Population (Actual)		2020-2024 Population Change (%)			2024-2029 Projected Population Change (%)			2024 Median Household Income ($)		2024-2029 Projected HH Income Change (%)
Louisiana (LA)
Jefferson		9		6		349,343		2.37		43.10		43.10		422,554		(4.14	)		(2.42	)		61,009		5.93
Orleans		8		7		293,207		1.41		36.18		36.18		369,720		(3.72	)		(1.27	)		49,711		10.85
Saint Tammany		14		3		119,869		1.58		14.79		14.79		278,168		5.14			5.05			72,244		4.18
Tangipahoa		10		1		29,482		1.06		3.64		3.64		139,121		4.48			4.49			56,496		7.29
East Baton Rouge		25		2		18,605		0.09		2.30		2.30		450,549		(1.36	)		(0.07	)		57,044		2.54
LA Totals				19		810,506				100.00		100.00		1,660,112
Weighted Average:																(2.24	)		(0.59	)		58,328		7.42
Louisiana
Aggregate: Entire														4,584,043		(1.58	)		(0.32	)		58,060		8.03
State of Louisiana
Aggregate:														336,157,119		1.42			2.40			75,874		10.12
National

Source: S&P Global

3. Comparisons with Publicly Traded Thrifts

INTRODUCTION

This section presents an analysis of the Bank’s operations against a selected group (“Comparable Group”) of publicly traded, fully converted thrifts. The Comparable Group was selected based upon similarity of characteristics to the Bank. The Comparable Group multiples provide the basis for the valuation of the Bank.

Factors that influence the Bank’s value such as balance sheet structure and size, profitability, income and expense trends, capital levels, credit risk, and recent operating results can be measured against the Comparable Group. The Comparable Group’s current market pricing, coupled with the appropriate aggregate adjustment for differences between the Bank and the Comparable Group, will then be utilized as the basis for the pro forma valuation of the Bank’s to-be-issued common stock.

SELECTION CRITERIA

The goal of the selection criteria process is to find those institutions with characteristics that most closely match those of the Bank. In an ideal world, all of the Comparable Group would contain the exact characteristics of the Bank. However, none of the Comparables selected will be exact clones of the Bank.

The Peer Group selection process is governed by the general parameters set forth in the regulatory valuation guidelines. Accordingly, the Peer Group is comprised of only those publicly traded savings institutions whose common stock is either listed on the NYSE or NASDAQ, since their stock trading activity is regularly reported and generally more frequent than non-publicly traded and closely-held institutions. Institutions that are not listed on the NYSE or NASDAQ are inappropriate, since the trading activity for thinly-traded or closely-held stocks are typically highly irregular in terms of frequency and price and thus may not be a reliable indicator of market value. We have also excluded from the Peer Group those companies under acquisition or merger of equals.

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Conversion Valuation Appraisal Report

Ideally, the Peer Group, which must have at least 10 members to comply with the regulatory valuation guidelines, should be comprised of locally- or regionally-based institutions with comparable resources, strategies and financial characteristics. There are approximately 46 publicly-traded savings institutions nationally and, thus, it is typically the case that the Peer Group will be comprised of institutions with relatively comparable characteristics. To the extent that differences exist between the converting institution and the Peer Group, valuation adjustments will be applied to account for the differences. Since the Company will be a full public company upon completion of the offering, we considered only full public companies to be viable candidates for inclusion in the Peer Group. From the universe of publicly-traded thrifts, we selected institutions with characteristics similar to those of the Bank. In the selection process, we applied the following “screen” to the universe of all public companies that were eligible for consideration:

Next in the screening process, FinPro selected all fully converted thrifts located in the South West, South East, Mid-West Regions. This resulted in 31 organizations.

FinPro excluded institutions that have recently converted, as the earnings of newly converted institutions do not reflect a full year’s benefit from the reinvestment of proceeds, and thus the price/earnings multiples and return on equity measures for these institutions tend to be skewed upward and downward, respectively. As such, two institutions were excluded that converted after January 1, 2022, were eliminated.

Of the remaining 29, FinPro then eliminated 16 of the institutions with assets in less than $500 million or assets excess of $3.0 billion as these entities do not have comparable financial and managerial resources and branch networks.

FinPro eliminated one minority focused institution.

This results in a total of 12 for the Comparable Group. FinPro reviewed the recent performance and news releases of these companies and determined that all were acceptable for the Comparable Group.

Figure– Comparable Group

Corporate

Company Name	Ticker		Exchange		IPO Date		Number of Offices	City		State
1895 Bancorp of Wisconsin, Inc. (NASDAQCM:BCOW)		BCOW		NASDAQCM		1/8/2019	6		Greenfield		WI
Affinity Bancshares, Inc. (NASDAQCM:AFBI)		AFBI		NASDAQCM		4/27/2017	3		Covington		GA
Blue Foundry Bancorp (NASDAQGS:BLFY)		BLFY		NASDAQGS		7/15/2021	21		Rutherford		NJ
ESSA Bancorp, Inc. (NASDAQGS:ESSA)		ESSA		NASDAQGS		4/3/2007	22		Stroudsburg		PA
Finward Bancorp (NASDAQCM:FNWD)		FNWD		NASDAQCM		1/0/1900	26		Munster		IN
HMN Financial, Inc. (NASDAQGM:HMNF)		HMNF		NASDAQGM		6/30/1994	14		Rochester		MN
Home Federal Bancorp, Inc. of Louisiana (NASDAQCM:HFBL)		HFBL		NASDAQCM		1/18/2005	11		Shreveport		LA
IF Bancorp, Inc. (NASDAQCM:IROQ)		IROQ		NASDAQCM		7/7/2011	8		Watseka		IL
Northeast Community Bancorp, Inc. (NASDAQCM:NECB)		NECB		NASDAQCM		7/5/2006	12		White Plains		NY
Ponce Financial Group, Inc. (NASDAQGM:PDLB)		PDLB		NASDAQGM		9/29/2017	14		Bronx		NY
Sterling Bancorp, Inc. (Southfield, MI) (NASDAQCM:SBT)		SBT		NASDAQCM		11/16/2017	27		Southfield		MI
William Penn Bancorporation (NASDAQCM:WMPN)		WMPN		NASDAQCM		4/15/2008	13		Bristol		PA
25% Percentile:							10
Median:							14
75% Percentile:							21

Source: S&P Global

	Page 24
Conversion Valuation Appraisal Report

List below provides a list of the institutions that were eliminated and included by the Comparable screens.

Figure– List of all Publicly-traded Savings Institutions

Entity Name	INDUSTRY CLASSIFICATION	Exchange	Merger Target	US Region	IPO Date		Total Assets (Reported) FQ32023		Reason Eliminated
NSTS Bancorp, Inc. (NASDAQCM:NSTS)	Savings Institutions	NASDAQCM	No	MW		01/18/2022		251,786		Recent Conversion
Catalyst Bancorp, Inc. (NASDAQCM:CLST)	Savings Institutions	NASDAQCM	No	SW		10/12/2021		270,891		Outside Asset Range
Generations Bancorp NY, Inc. (NASDAQCM:GBNY)	Savings Institutions	NASDAQCM	No	MA		07/10/2006		408,730		Outside Asset Range
PB Bankshares, Inc. (NASDAQCM:PBBK)	Savings Institutions	NASDAQCM	No	MA		07/14/2021		409,212		Outside Asset Range
Cullman Bancorp, Inc. (NASDAQCM:CULL)	Savings Institutions	NASDAQCM	No	SE		10/08/2009		417,315		Outside Asset Range
TC Bancshares, Inc. (NASDAQCM:TCBC)	Savings Institutions	NASDAQCM	No	SE		07/20/2021		439,876		Outside Asset Range
Central Plains Bancshares, Inc. (NASDAQCM:CPBI)	Savings Institutions	NASDAQCM	No	MW		10/19/2023		453,919		Outside Asset Range
1895 Bancorp of Wisconsin, Inc. (NASDAQCM:BCOW)	Savings Institutions	NASDAQCM	No	MW		01/08/2019		554,576		In Comparable Group
First Seacoast Bancorp, Inc. (NASDAQCM:FSEA)	Savings Institutions	NASDAQCM	No	NE		07/16/2019		557,155		Out of Region
Home Federal Bancorp, Inc. of Louisiana (NASDAQCM:HFBL)	Savings Institutions	NASDAQCM	No	SW		01/18/2005		654,188		In Comparable Group
Carver Bancorp, Inc. (NASDAQCM:CARV)	Savings Institutions	NASDAQCM	No	MA		10/24/1994		742,780		Minority Focused Institution
William Penn Bancorporation (NASDAQCM:WMPN)	Savings Institutions	NASDAQCM	No	MA		04/15/2008		826,031		In Comparable Group
Affinity Bancshares, Inc. (NASDAQCM:AFBI)	Savings Institutions	NASDAQCM	No	SE		04/27/2017		843,258		In Comparable Group
BV Financial, Inc. (NASDAQCM:BVFL)	Savings Institutions	NASDAQCM	No	MA		01/12/2005		885,254		Recent Conversion
IF Bancorp, Inc. (NASDAQCM:IROQ)	Savings Institutions	NASDAQCM	No	MW		07/07/2011		910,783		In Comparable Group
HMN Financial, Inc. (NASDAQGM:HMNF)	Savings Institutions	NASDAQGM	No	MW		06/30/1994		1,107,135		In Comparable Group
ECB Bancorp, Inc. (NASDAQCM:ECBK)	Savings Institutions	NASDAQCM	No	NE		07/27/2022		1,213,762		Out of Region
Broadway Financial Corporation (NASDAQCM:BYFC)	Savings Institutions	NASDAQCM	No	WE		01/08/1996		1,231,372		Out of Region
Provident Financial Holdings, Inc. (NASDAQGS:PROV)	Savings Institutions	NASDAQGS	No	WE		06/27/1996		1,301,093		Out of Region
Riverview Bancorp, Inc. (NASDAQGS:RVSB)	Savings Institutions	NASDAQGS	No	WE		10/26/1993		1,590,623		Out of Region
Provident Bancorp, Inc. (NASDAQCM:PVBC)	Savings Institutions	NASDAQCM	No	NE		07/15/2015		1,670,309		Out of Region
Northeast Community Bancorp, Inc. (NASDAQCM:NECB)	Savings Institutions	NASDAQCM	No	MA		07/05/2006		1,764,135		In Comparable Group
Timberland Bancorp, Inc. (NASDAQGM:TSBK)	Savings Institutions	NASDAQGM	No	WE		01/12/1998		1,895,115		Out of Region
Blue Foundry Bancorp (NASDAQGS:BLFY)	Savings Institutions	NASDAQGS	No	MA		07/15/2021		2,044,963		In Comparable Group
Finward Bancorp (NASDAQCM:FNWD)	Savings Institutions	NASDAQCM	No	MW				2,108,279		In Comparable Group
OP Bancorp (NASDAQGM:OPBK)	Savings Institutions	NASDAQGM	No	WE		03/27/2018		2,147,730		Out of Region
First Northwest Bancorp (NASDAQGM:FNWB)	Savings Institutions	NASDAQGM	No	WE		01/29/2015		2,201,797		Out of Region
ESSA Bancorp, Inc. (NASDAQGS:ESSA)	Savings Institutions	NASDAQGS	No	MA		04/03/2007		2,225,438		In Comparable Group
Territorial Bancorp Inc. (NASDAQGS:TBNK)	Savings Institutions	NASDAQGS	No	WE		07/10/2009		2,236,672		Out of Region
Sterling Bancorp, Inc. (Southfield, MI) (NASDAQCM:SBT)	Savings Institutions	NASDAQCM	No	MW		11/16/2017		2,416,003		In Comparable Group
Western New England Bancorp, Inc. (NASDAQGS:WNEB)	Savings Institutions	NASDAQGS	No	NE		12/27/2001		2,564,571		Out of Region
Ponce Financial Group, Inc. (NASDAQGM:PDLB)	Savings Institutions	NASDAQGM	No	MA		09/29/2017		2,750,722		In Comparable Group
FS Bancorp, Inc. (NASDAQCM:FSBW)	Savings Institutions	NASDAQCM	No	WE		07/09/2012		2,972,669		Out of Region
Third Coast Bancshares, Inc. (NASDAQGS:TCBX)	Savings Institutions	NASDAQGS	No	SW		11/08/2021		4,396,074		Outside Asset Range
Hingham Institution for Savings (NASDAQGM:HIFS)	Savings Institutions	NASDAQGM	No	NE		12/13/1988		4,483,947		Out of Region
Southern Missouri Bancorp, Inc. (NASDAQGM:SMBC)	Savings Institutions	NASDAQGM	No	MW		04/13/1994		4,643,502		Outside Asset Range
Northfield Bancorp, Inc. (Staten Island, NY) (NASDAQGS:NFBK)	Savings Institutions	NASDAQGS	No	MA		11/07/2007		5,598,396		Outside Asset Range
TrustCo Bank Corp NY (NASDAQGS:TRST)	Savings Institutions	NASDAQGS	No	MA				6,168,191		Outside Asset Range
Kearny Financial Corp. (NASDAQGS:KRNY)	Savings Institutions	NASDAQGS	No	MA		02/23/2005		7,897,832		Outside Asset Range
Capitol Federal Financial, Inc. (NASDAQGS:CFFN)	Savings Institutions	NASDAQGS	No	MW		03/31/1999		9,576,064		Outside Asset Range
Provident Financial Services, Inc. (NYSE:PFS)	Savings Institutions	NYSE	No	MA		01/15/2003		14,210,810		Outside Asset Range
Northwest Bancshares, Inc. (NASDAQGS:NWBI)	Savings Institutions	NASDAQGS	No	MW		11/04/1994		14,419,105		Outside Asset Range
WSFS Financial Corporation (NASDAQGS:WSFS)	Savings Institutions	NASDAQGS	No	MA		11/26/1986		20,594,672		Outside Asset Range
Axos Financial, Inc. (NYSE:AX)	Savings Institutions	NYSE	No	WE		03/14/2005		21,623,764		Out of Region
WaFd, Inc (NASDAQGS:WAFD)	Savings Institutions	NASDAQGS	No	WE		11/17/1982		22,640,122		Out of Region
New York Community Bancorp, Inc. (NYSE:NYCB)	Savings Institutions	NYSE	No	MA		11/23/1993		116,322,000		Outside Asset Range

Source: S&P Global

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Conversion Valuation Appraisal Report

OVERVIEW OF THE COMPARABLES

The members of the Comparable Group were reviewed against the Bank to ensure comparability based upon the following criteria:

1. Asset size

2. Profitability

3. Capital Level

4. Balance Sheet Mix

5. Operating Strategy

6. Date of conversion

1. Asset Size: The Comparable Group should have a similar asset size to the Bank. The Comparable Group ranged in size from $555 million to $2.8 billion in total assets with a median of $1.4 billion. The Bank’s asset size was $1.1 billion as of December 31, 2023. On a pro forma basis, the Bank’s assets are projected to grow to approximately $1.3 billion at the midpoint of the estimated value range.

2. Profitability: The Comparable Group had a median ROAA of 0.35% and a median ROAE of 3.88% for the last twelve months. The Comparable Group profitability measures had a dispersion about the mean for the ROAA measure ranging from a low of (0.83)% to a high of 2.84%, while the ROAE measure ranged from a low of (6.14)% to a high of 15.85%. The Bank had a ROAA of 0.11% and a ROAE of 0.73% for the twelve months ended December 31, 2023.

3. Capital Level: The Comparable Group had a median equity to assets ratio of 13.11% with a high of 17.86% and a low of 6.99%. On December 31, 2023, the Bank had an equity to assets ratio of 13.93%. The increase in the Bank’s pro forma equity ratio will be favorable from a risk perspective and in terms of future earnings potential that could be realized through leverage. At the same time, the Bank’s higher pro forma equity ratio will depress return on equity. Both the Bank’s pro forma equity and the Peer Group’s equity ratios reflected surpluses with respect to the regulatory capital requirements. On a pro forma basis, the Bank’s regulatory surpluses will be higher than the Peer Group figures after the conversion.

4. Balance Sheet Mix: As of December 31, 2023, the Bank had a gross loans held for investment to asset ratio of 61.21%. The median loan to asset ratio for the Comparables was 76.32%, ranging from a low of 55.83% to a high of 87.69%. On the liability side, the Bank’s deposit to asset ratio was 68.39% at December 31, 2023 while the Comparable median was 77.63%, ranging from 54.81% to 87.69%. The Bank’s borrowing to asset ratio of 15.30% is above the Comparable median of 6.60%. The Bank’s Wholesale Funding ratio of 27.90% is above the Comparable median of 18.61%.

5. Operating Strategy: An institution’s operating characteristics are important because they determine future performance. Operational strategy also affects expected rates of return and investors’ general perception of the quality, risk and attractiveness of a given company. Specific operating characteristics include profitability, balance sheet growth, asset quality, capitalization and non-financial factors such as management strategies and lines of business.

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Conversion Valuation Appraisal Report

6. Date of Conversion Recent conversions or second steps, those completed on or after January 1, 2022, were excluded since the earnings of a newly converted institution do not reflect the reinvestment of conversion proceeds. Additionally, new issues tend to trade at a discount to the market averages.

Based on the above analysis, FinPro concluded that the Peer Group forms a reasonable basis for determining the pro forma market value of the Bank. Such general characteristics as asset size, capital position, interest-earning asset composition, funding composition, core earnings measures, loan composition, credit quality and exposure to interest rate risk all tend to support the reasonability of the Peer Group from a financial standpoint. Those areas where differences exist will be addressed in the form of valuation adjustments to the extent necessary.

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Conversion Valuation Appraisal Report

4. Market Value Determination

MARKET VALUE ADJUSTMENTS

The estimated pro forma market value of the Bank, along with certain adjustments to its value relative to market values for the Comparable Group are delineated in this section. The adjustments are made from potential investors’ viewpoint and are adjustments necessary when comparing the Bank to the Comparable Group. The adjustment factors are subjectively weighed using the appraiser’s knowledge and expertise and an aggregate adjustment is determined. Potential investors include depositors holding subscription rights and unrelated parties who may purchase stock in the community offering and who are assumed to be aware of all relevant and necessary facts as they pertain to the value of the Bank relative to other publicly traded thrift institutions and relative to alternative investment opportunities.

There are numerous criteria on which the market value adjustments are based. The major criteria utilized for purposes of this report include:

Adjustments Relative to the Comparable Group:

• Financial Condition

• Balance Sheet Growth

• Earnings Quality, Predictability and Growth

• Market Area

• Cash Dividends

• Liquidity of the Issue

• Recent Regulatory Matters

Adjustments for Other Factors:

• Management

• Subscription Interest

To ascertain the market value of the Bank, the median trading multiple values for the Comparable Group are utilized as the starting point. The adjustment, up or down, to the Comparable Group median multiple values is made based on the comparison of the Bank to the Comparable Group.

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Conversion Valuation Appraisal Report

FINANCIAL CONDITION

The balance sheet strength of an institution is an important market value determinant, as the investment community considers such factors as cash liquidity, capitalization, asset composition, funding mix, intangible levels and interest rate risk in assessing the attractiveness of investing in the common stock of a thrift. The following figures summarize the key financial elements of the Bank measured against the Comparable Group.

Figure– Key Balance Sheet Data

	Balance Sheet (Composition & Liquidity)
Company Name	Total Assets ($000s)		Securities/ Assets (%)		Gross Loans HFI/ Total Assets (%)		Deposits/ Assets (%)		Gross Loans HFI/Deposits (%)		Debt and Borrowings/ Assets (%)		Nonint. Bearing Deposits/ Total Deposits (%)		Cash/Deposits (%)		Wholesale Funding Ratio (%)(1)
1895 Bancorp of Wisconsin, Inc. (NASDAQCM:BCOW)		554,576		20.32		69.66		69.78		99.83		14.15		18.71		6.87		15.42
Affinity Bancshares, Inc. (NASDAQCM:AFBI)		843,258		10.46		78.25		79.98		97.84		4.74		22.94		7.42		23.28
Blue Foundry Bancorp (NASDAQGS:BLFY)		2,044,963		16.50		76.32		60.88		125.37		20.75		NA		3.70		32.04
ESSA Bancorp, Inc. (NASDAQGS:ESSA)		2,225,438		16.11		77.30		71.46		108.17		16.69		16.64		2.97		28.96
Finward Bancorp (NASDAQCM:FNWD)		2,108,279		17.93		71.75		86.01		83.41		5.60		16.30		4.74		7.90
HMN Financial, Inc. (NASDAQGM:HMNF)		1,107,135		NA		77.45		88.23		87.79		1.19		NA		1.14		12.37
Home Federal Bancorp, Inc. of Louisiana (NASDAQCM:HFBL)		654,188		16.64		77.48		89.22		86.83		2.30		23.34		1.49		1.42
IF Bancorp, Inc. (NASDAQCM:IROQ)		910,783		NA		NA		74.45		NA		16.30		NA		NA		21.79
Northeast Community Bancorp, Inc. (NASDAQCM:NECB)		1,719,945		1.99		87.69		79.40		110.44		3.87		22.64		7.82		28.01
Ponce Financial Group, Inc. (NASDAQGM:PDLB)		2,750,722		21.86		69.87		54.81		127.49		26.07		16.14		9.23		36.46
Sterling Bancorp, Inc. (Southfield, MI) (NASDAQCM:SBT)		2,416,003		18.70		55.83		82.95		67.31		2.59		1.76		29.10		2.41
William Penn Bancorporation (NASDAQCM:WMPN)		826,031		31.78		57.00		75.86		75.13		7.61		9.31		2.81		7.82
25% Percentile:		838,951		16.21		69.77		71.04		85.12		3.55		16.14		2.89		7.88
Median:		1,413,540		17.28		76.32		77.63		97.84		6.60		16.64		4.74		18.61
75% Percentile:		2,137,569		19.92		77.46		83.71		109.30		16.40		22.64		7.62		28.25
Fidelity Bank		1,124,932		22.21		61.21		68.39		85.73		15.30		19.73		11.32		27.90
Adjustment Factor:		—		—		—		—		+		—		+		—		—
Collective Adjustment:		Modest Downward

(1) Borrowings (ex. Sub Debt/TruPs) + Brokered & Listing Service Deposits as a % of Total Deposits and Borrowings

Data is: LTM (Last 12 Months)

Source: S&P Global, Offering Circular and FinPro Computations

Asset Size – The Bank, at $1.1 billion, is slightly smaller than the comparable group median. The Comparable Group median is larger than the assets of the Bank, with median assets of $1.4 billion. At the pro forma midpoint of the offering range, the Bank is expected to have assets of $1.3 billion, generally in line to slightly below the peers.

Asset Composition – The Bank’s gross loans held for investment to assets ratio of 61.21% is below the Comparable Group median of 76.63%. The Bank has a higher level of cash and securities as a percentage of assets compared to the Comparable Group.

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Conversion Valuation Appraisal Report

Funding Mix – The Bank’s deposits to asset ratio of 68.39% is below the Comparable Group median of 77.63%. Gross loans to deposit ratio of the Bank is below peers. The Bank utilizes a higher level of borrowings and debt compared to the Comparable Group. The Bank funds itself through deposits, 68.39% of assets, and borrowings, 15.30% of assets. The Comparable Group has a deposit to assets ratio of 77.63% and a debt and borrowings to asset ratio of 6.60%. The Bank has a higher usage of wholesale, 27.90%, compared to the Comparable Group median of 18.61%. Lastly, the Bank has a higher amount of non-interest-bearing deposits as a percentage of total deposits, 19.73%, compared to the Comparable Group median of 16.64%.

Interest Rate Risk – The Bank’s interest rate risk position is illustrated and discussed previously. The Bank’s profile appears to be within acceptable regulatory parameters. No similar data is available for the Comparable Group.

Figure– Capital Data

Company Name	Capitalization
	Equity/ Assets (%)		Tangible Equity/ Tangible Assets (%)		Tangible Common Equity/ Tangible Assets (%)		Tier 1 Leverage Ratio (%)		Tier 1 Risk Based Ratio (%)		Risk Based Capital Ratio (%)
1895 Bancorp of Wisconsin, Inc. (NASDAQCM:BCOW)		12.65		12.65		12.65		NA		NA		16.12
Affinity Bancshares, Inc. (NASDAQCM:AFBI)		14.41		12.50		12.50		NA		NA		13.39
Blue Foundry Bancorp (NASDAQGS:BLFY)		17.39		17.37		17.37		NA		NA		21.25
ESSA Bancorp, Inc. (NASDAQGS:ESSA)		9.92		9.35		9.35		NA		NA		13.01
Finward Bancorp (NASDAQCM:FNWD)		6.99		5.84		5.84		7.80		10.40		11.36
HMN Financial, Inc. (NASDAQGM:HMNF)		9.73		9.66		9.66		NA		NA		12.37
Home Federal Bancorp, Inc. of Louisiana (NASDAQCM:HFBL)		8.04		7.42		7.42		NA		NA		13.87
IF Bancorp, Inc. (NASDAQCM:IROQ)		8.10		8.10		8.10		NA		NA		NA
Northeast Community Bancorp, Inc. (NASDAQCM:NECB)		15.84		15.83		15.83		NA		NA		13.50
Ponce Financial Group, Inc. (NASDAQGM:PDLB)		17.86		17.86		9.68		NA		NA		25.10
Sterling Bancorp, Inc. (Southfield, MI) (NASDAQCM:SBT)		13.56		13.56		13.56		13.95		NA		NA
William Penn Bancorporation (NASDAQCM:WMPN)		15.61		15.07		15.07		NA		NA		NA
25% Percentile:		9.32		9.04		9.04		9.34		10.40		13.01
Median:		13.11		12.58		11.09		10.88		10.40		13.50
75% Percentile:		15.67		15.26		13.94		12.41		10.40		16.12
Fidelity Bank		13.93		13.42		13.48		14.80		22.67		23.52
Adjustment Factor:		—		=		—		—		—		—
Collective Adjustment:		Downward

Data is: LTM (Last 12 Months)

Source: S&P Global, Offering Circular and FinPro Computations

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Conversion Valuation Appraisal Report

Capitalization – The Comparable Group’s median equity to assets ratio of 13.11% is below the Bank’s ratio of 13.93%. The Bank’s Tier One Leverage and Risk Based Capital Ratios of 14.80% and 23.52%, respectively, are well above the peer medians of 10.88% and 13.50%. The Bank has not leveraged the existing balance sheet to the same level of capital ratios as have the comparable group.

The Bank’s pro forma Tier 1 Leverage ratio is projected to increase at the midpoint of the valuation range. The Bank currently operates with a tangible equity/assets ratio which is above the Comparable Group’s median on a pre-conversion basis. Following the stock offering, the Bank’s holding company’s pro forma capital position will continue to well exceed the Comparable Group’s figures by a material amount. In summary, FinPro concluded that capital strength was a downward factor in our adjustment for financial condition.

Intangible Levels – An important factor influencing market values is the level of intangibles that an institution carries on its books. Eight of the Comparables have intangible assets. The Bank does also have $5.8 million of goodwill on the balance as an intangible assets on December 31, 2023.

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Conversion Valuation Appraisal Report

Asset Quality – The asset quality of an institution is an important determinant of market value. The investment community considers levels of nonperforming loans, Real Estate Owned (“REO”) and levels of Loan Loss Reserves (“LLR”, “ACL” or “ALLL”) in assessing the attractiveness of investing in the common stock of an institution.

Figure– Asset Quality Data

Company Name	Asset Quality
	Adjusted Texas Ratio (%)(1,2)		NPA & Loans 90+ PD/ Tangible Equity + LLR (%)		Texas Ratio (%)(2)		Nonaccrual Loans/ Loans (%)		NPLs/Loans (%)		NPAs/ Assets (%)		NPA ex. Performing TDRs/ Total Assets (%)		LLR/ Gross Loans (%)		NCOs/ Avg Loans (%)
1895 Bancorp of Wisconsin, Inc. (NASDAQCM:BCOW)		1.93		NA		1.77		0.18		0.18		NA		NA		0.93		(0.01	)
Affinity Bancshares, Inc. (NASDAQCM:AFBI)		9.51		NA		10.40		NA		NA		NA		NA		1.35		0.03
Blue Foundry Bancorp (NASDAQGS:BLFY)		2.43		NA		2.33		0.38		0.38		0.32		0.32		0.91		—
ESSA Bancorp, Inc. (NASDAQGS:ESSA)		7.67		NA		6.72		NA		NA		NA		NA		0.90		0.04
Finward Bancorp (NASDAQCM:FNWD)		7.78		9.17		8.39		0.64		0.64		0.52		0.52		1.24		0.13
HMN Financial, Inc. (NASDAQGM:HMNF)		1.19		NA		3.72		0.44		0.44		NA		NA		1.38		—
Home Federal Bancorp, Inc. of Louisiana (NASDAQCM:HFBL)		2.49		NA		3.47		NA		NA		NA		NA		1.00		0.08
IF Bancorp, Inc. (NASDAQCM:IROQ)		0.21		NA		0.04		NA		NA		NA		NA		1.20		—
Northeast Community Bancorp, Inc. (NASDAQCM:NECB)		2.33		2.11		2.25		0.29		0.29		0.34		0.34		0.32		0.05
Ponce Financial Group, Inc. (NASDAQGM:PDLB)		4.54		NA		3.58		0.88		1.15		NA		NA		1.35		0.53
Sterling Bancorp, Inc. (Southfield, MI) (NASDAQCM:SBT)		1.44		2.51		2.62		0.66		0.66		0.37		0.37		2.18		0.36
William Penn Bancorporation (NASDAQCM:WMPN)		3.01		2.48		2.71		0.64		0.64		0.39		0.38		0.76		—
25% Percentile:		1.81		2.39		2.31		0.36		0.36		0.34		0.34		0.90		—
Median:		2.46		2.50		3.09		0.54		0.54		0.37		0.37		1.10		0.04
75% Percentile:		5.32		4.18		4.47		0.65		0.65		0.39		0.38		1.35		0.09
Fidelity Bank		5.33		5.94		5.40		1.11		1.24		0.83		0.75		0.90		0.27
Adjustment Factor:		=		—		=		—		—		—		—		—		—
Collective Adjustment:		Downward

Source: S&P Global, Offering Circular and FinPro Computations

The Bank’s level of nonperforming loans (“NPL”) to total loans, at 1.24%, is above the Comparable Group median at 0.54%. The Bank had a nonperforming asset to assets ratio of 0.83%, which is above the Comparable median of 0.37%. The Bank’s reserve level, 0.90% of total loans, is below the Comparable median of 1.10% of loans. The Bank’s level of charge offs of 0.27% is above the Comparable Groups of 0.04%.

The Bank’s asset mix is weaker than the Comparable Group’s. The Bank has a lower level of deposits and a higher level of borrowings and wholesale funding as a percentage of assets relative to the Comparable Group. The Bank has higher capital levels, and at the midpoint of the range will have significantly higher capital levels. The Bank has a higher levels of NPLs and NPAs, and the Bank’s reserve levels as a percentage of loans are below the Comparable levels. Taken collectively, a downward adjustment is warranted for financial condition.

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Conversion Valuation Appraisal Report

BALANCE SHEET GROWTH

The Bank’s assets, loan and deposits have grown slower than the Comparable Group. The Bank experienced deposit runoff and subsequent asset declines, relative to growth for the Comparable Group.

Figure– Growth Rate Data

Company Name	Growth Rates
	Asset Growth Rate (%)			Loan Growth Rate (%)			Deposit Growth Rate (%)
1895 Bancorp of Wisconsin, Inc. (NASDAQCM:BCOW)		4.92			7.93			1.41
Affinity Bancshares, Inc. (NASDAQCM:AFBI)		10.13			1.65			9.86
Blue Foundry Bancorp (NASDAQGS:BLFY)		2.46			5.29			(4.04	)
ESSA Bancorp, Inc. (NASDAQGS:ESSA)		23.30			16.85			19.81
Finward Bancorp (NASDAQCM:FNWD)		2.05			(0.15	)		2.26
HMN Financial, Inc. (NASDAQGM:HMNF)		10.22			14.92			9.73
Home Federal Bancorp, Inc. of Louisiana (NASDAQCM:HFBL)		13.69			23.64			13.07
IF Bancorp, Inc. (NASDAQCM:IROQ)		7.92			12.87			4.64
Northeast Community Bancorp, Inc. (NASDAQCM:NECB)		36.11			34.06			37.56
Ponce Financial Group, Inc. (NASDAQGM:PDLB)		21.42			28.72			2.63
Sterling Bancorp, Inc. (Southfield, MI) (NASDAQCM:SBT)		(0.15	)		(16.13	)		4.47
William Penn Bancorporation (NASDAQCM:WMPN)		(2.50	)		(0.04	)		0.50
25% Percentile:		2.36			1.23			2.05
Median:		9.03			10.40			4.56
75% Percentile:		15.62			18.55			10.66
Fidelity Bank		11.68			20.52			(2.81	)
Adjustment Factor:		=			+			–
Collective Adjustment:		No Adjustment

Data is: LTM (Last 12 Months)

Source: S&P Global, Offering Circular and FinPro Computations

Growth Rate – The Bank’s asset growth rate is above that of the peer group, 11.68% for the Bank, compared to 9.03% for the Comparable Group. However, much of the Bank’s 2023 asset growth was driven by increased usage of borrowings and other wholesale funding sources. The Bank’s loan growth rate is significantly above peers. The deposit growth rate is below peers, even as the Bank has increased wholesale deposit usage and has wholesale usage above the Comparable Group.

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Conversion Valuation Appraisal Report

The Bank had higher levels of asset and loan growth compared to the Comparable group and experienced deposit runoff compared to growth by the peers. Taken collectively, no adjustment is warranted.

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Conversion Valuation Appraisal Report

EARNINGS QUALITY, PREDICTABILITY AND GROWTH

The earnings quality, predictability and growth are critical components in the establishment of market values for thrifts. Thrift earnings are primarily a function of:

• net interest income

• loan loss provision

• non-interest income

• non-interest expense

The quality and predictability of earnings is dependent on both internal and external factors. Some internal factors include the mix of the balance sheet, the interest rate sensitivity of the balance sheet, the asset quality, and the infrastructure in place to deliver the assets and liabilities to the public. External factors include the competitive market for both assets and liabilities, the global interest rate scenario, local economic factors and regulatory issues.

Investors are focusing on earnings sustainability as interest rate volatility has caused a wide variation in income levels. With the intense competition for both assets and deposits, banks cannot easily replace lost spread and margin with balance sheet growth.

Each of these factors can influence the earnings of an institution, and each of these factors is volatile. Investors prefer stability and consistency. As such, solid, consistent earnings are preferred to high but risky earnings. Investors also prefer earnings to be diversified and not entirely dependent on interest income.

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Conversion Valuation Appraisal Report

Net income trended downwards between the twelve months ended December 31, 2023, and December 31, 2022. The decrease is predominately attributable to higher non-interest expenses, which was a function of mortgage originations operations, higher data processing, hedging activity and other general expenses. The Bank in the past few years has elevated non-interest expenses and lower net income as a result of larger mortgage operations for sale. During this time frame net interest income rose 7.2% from $41.6 million for the twelve months ended December 31, 2022, to $44.2 million for the twelve months ended December 31, 2023.

The Bank’s net income has historically experienced significant reliance upon Net Gain on Sale of Loans and Leases which has declined over the past two years. The Bank’s mortgage banking activities increase the potential of volatility of the Bank’s projected earnings streams.

Figure– Income Statement Data

FIDELITY BANK

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DEC EMBER 31, 2023 AND 2022

	2023			2022
	(dollars in thousands)
Interest income
Interest and fees on loans	$	43,287		$	35,481
Interest and dividends on investment securities		9,278			5,927
Interest on deposits in other banks		1,733			2,402
Total interest and dividend income		54,298			43,810
Interest expense
Deposits		6,762			1,797
Borrowed funds					447
Total interest expense		10,130			2,244
Net interest income		44,168			41,566
Provision for credit losses		649			(396	)
Net interest income after provision for credit losses		43,519			41,962
Non-interest income
Service charges and fee income from deposit accounts		3,160			3,547
Gain on sale of mortgage loans		12,526			14,477
Gam (loss) on sales and disposal of assets		(1	)		9
Gain on sale of available for sale securities		66			135
Gam on sale of mortgage servicing rights		5,318
Other non-interest income		3,856			4,373
Total non-interest income		24,925			22,541
Non-interest expenses
Salaries and employee benefits		40,729			41,953
Occupancy and equipment		8,067			8,238
Directors’ fees		806			748
Data processing		4,683			3,665
Advertising and marketing		1,755			1,785
Mortgage servicing rights amortization		1,763			3,079
Hedging activity, net		247			(4,904	)
Other general and administrative		8,946			7,834
Total non-interest expenses		66,996			62,398
Net income before income taxes		1,448			2,105
Income tax expense (benefit)		330			(5	)
Net income	$	1,118		$	2,110

Source: Bank Financial Reports

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Conversion Valuation Appraisal Report

The Bank’s ROAA and ROAE are below the Comparable Group median. The Bank’s higher capitalization following the offering is expected to further decrease return on equity for the near term, though the potential payoff of higher cost borrowings with the proceeds will improve net income.

The Bank’s net interest margin is above the Comparable Group median. The Bank’s margin is improved as a result of interest earned on sold loans. Additionally, the Bank’s cost of funds is below all comparable group peers.

The Bank’s efficiency ratio of 96.96% is below the Comparable median of 81.22%.

On a forward-looking basis, after the conversion the Bank’s operating expenses are expected to rise as a result of the stock benefit plans and additional costs of being a public company. At the same time, the Bank will have additional capital to deploy and leverage to improve forward earnings.

Figure– Income Statement Data

Company Name	Overall Profitability						Components of Profitability
	ROAA (%)			ROAE (%)			Yield on Earning Assets (%)(1)	Cost of Funds (%)(1)		Net Interest Margin (FTE) (%)		Noninterest Income/Avg Assets (%) (1)		Noninterest Expense/Avg Assets (%) (1)		Efficiency Ratio (FTE) (%)
1895 Bancorp of Wisconsin, Inc. (NASDAQCM:BCOW)		(0.83	)		(6.14	)	3.81		1.74		2.46		0.43		2.66		97.13
Affinity Bancshares, Inc. (NASDAQCM:AFBI)		0.75			5.43		5.26		2.09		3.41		0.30		2.45		69.12
Blue Foundry Bancorp (NASDAQGS:BLFY)		(0.36	)		(1.98	)	3.94		2.23		2.26		0.08		2.32		102.03
ESSA Bancorp, Inc. (NASDAQGS:ESSA)		0.86			8.18		4.69		1.83		3.21		0.38		2.22		64.59
Finward Bancorp (NASDAQCM:FNWD)		0.40			6.28		4.60		1.42		2.71		0.50		2.58		81.22
HMN Financial, Inc. (NASDAQGM:HMNF)		0.54			5.03		3.97		1.29		2.98		0.61		2.50		71.10
Home Federal Bancorp, Inc. of Louisiana (NASDAQCM:HFBL)		0.68			8.83		4.91		1.54		3.68		0.31		2.49		66.26
IF Bancorp, Inc. (NASDAQCM:IROQ)		0.23			2.72		NA		2.27		2.41		0.48		2.32		81.25
Northeast Community Bancorp, Inc. (NASDAQCM:NECB)		2.84			15.85		8.47		2.69		6.52		0.25		2.20		33.75
Ponce Financial Group, Inc. (NASDAQGM:PDLB)		0.13			0.68		5.12		2.97		2.68		0.39		2.48		82.84
Sterling Bancorp, Inc. (Southfield, MI) (NASDAQCM:SBT)		0.30			2.35		5.23		2.78		2.84		0.13		3.64		NA
William Penn Bancorporation (NASDAQCM:WMPN)		0.11			0.59		4.18		1.75		2.76		0.30		2.41		86.91
25% Percentile:		0.12			0.66		4.08		1.69		2.63		0.29		2.32		67.69
Median:		0.35			3.88		4.69		1.96		2.80		0.35		2.47		81.22
75% Percentile:		0.70			6.75		5.18		2.38		3.26		0.44		2.52		84.88
Fidelity Bank		0.11			0.73		6.02		1.15		4.72		1.78		6.04		96.96
Adjustment Factor:		—			—		+		+		+		+		—		—
Collective Adjustment:		Modest Downward

Data is: LTM (Last 12 Months)

(1) Bank’s results based upon call report designation for non-interest expenses

Source: S&P Global, Call Reports and FinPro Computations

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Conversion Valuation Appraisal Report

The Bank is less profitable than the Comparables on a ROAA and ROAE basis. After the conversion, the Bank is expected to have a lower ROAE. The Bank’s earnings composition is more volatile than the Comparable Group as the Bank has a higher net margin and noninterest expense, along with a historical focus on mortgage banking. Taken collectively, a modest downward adjusted is warranted for this factor.

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Conversion Valuation Appraisal Report

MARKET AREA

The market area that an institution serves has a significant impact on value, as future success is interrelated with the economic, demographic and competitive aspects of the market. The location of an institution will have an impact on the trading value of an institution, as many analysts compare the pricing of institutions relative to a state or regional multiples in investor presentations.

The following figure compares the demographic for the market areas serviced by the Bank, to the demographics of the Comparable Group members.

Figure– Market Demographics For Comparables

Company	Fidelity Bank Current 2024			1895 Bancorp of Wisconsin, Inc. (NASDAQC M:BCOW) Current 2024			Affinity Bancshares, Inc. (NASDAQC M:AFBI) Current 2024		Blue Foundry Bancorp (NASDAQG S:BLFY) Current 2024			ESSA Bancorp, Inc. (NASDAQG S:ESSA) Current 2024			Finward Bancorp (NASDAQC M:FNWD) Current 2024			HMN Financial, Inc. (NASDAQ GM:HMNF) Current 2024		Home Federal Bancorp, Inc. of Louisiana (NASDAQ CM:HFBL) Current 2024			IF Bancorp, Inc. (NASDAQ CM:IROQ) Current 2024			Northeast Community Bancorp, Inc. (NASDAQ CM:NECB) Current 2024			Ponce Financial Group, Inc. (NASDAQ GM:PDLB) Current 2024			Sterling Bancorp, Inc. (Southfield, MI) (NASDAQ CM:SBT) Current 2024			William Penn Bancorporation (NASDAQC M:WMPN) Current 2024			Comparable Group Median Current 2024
Population
Population (actual)		21,519			7,810			37,933		20,371			64,040			49,588			35,459		23,465			28,642			36,595			34,749			23,800			17,255			31,696
Aggregate Change: CAGR (%)		(0.41	)		(0.17	)		1.27		0.01			(0.06	)		(0.06	)		0.21		(0.89	)		(0.91	)		(0.32	)		(1.70	)		(0.87	)		(0.07	)		(0.12	)
Market Weighted Change: CAGR (%)		(0.58	)		(0.27	)		0.91		0.02			(0.05	)		(0.25	)		0.23		(0.88	)		(0.88	)		(0.20	)		(1.43	)		(1.31	)		(0.11	)		(0.23	)
Age brackets (actual)
Population 0-14 (actual)		3,768			1,386			6,761		3,286			9,817			8,920			6,708		4,454			5,135			7,003			6,079			3,660			2,772			5,607
Population 15-34 (actual)		5,573			2,016			10,464		4,969			16,216			12,745			8,835		5,958			7,093			9,772			9,953			6,459			4,409			7,964
Population 35-54 (actual)		5,436			1,924			9,914		5,331			14,986			12,419			8,613		5,768			6,463			8,886			9,200			6,614			4,278			7,614
Population 55-69 (actual)		4,005			1,492			6,838		4,133			14,206			9,362			6,570		4,244			5,575			6,722			5,988			4,289			3,514			5,782
Population 70+ (actual)		2,736			992			3,956		2,650			8,816			6,142			4,734		3,042			4,377			4,214			3,528			2,778			2,282			3,742
Percent of total (%)
Pop Age 0-14/ Pop (%)		17.51			17.75			17.82		16.13			15.33			17.99			18.92		18.98			17.93			19.14			17.49			15.38			16.06			17.79
Pop Age 15-34/ Pop (%)		25.90			25.81			27.59		24.39			25.32			25.70			24.92		25.39			24.76			26.70			28.64			27.14			25.55			25.63
Pop Age 35-54/ Pop (%)		25.26			24.64			26.14		26.17			23.40			25.04			24.29		24.58			22.56			24.28			26.48			27.79			24.79			24.71
Pop Age 55-69/ Pop (%)		18.61			19.10			18.03		20.29			22.18			18.88			18.53		18.09			19.46			18.37			17.23			18.02			20.37			18.70
Pop Age 70+/ Pop (%)		12.71			12.70			10.43		13.01			13.77			12.39			13.35		12.96			15.28			11.52			10.15			11.67			13.23			12.83
Households (actual)		8,787			3,251			13,752		7,445			24,219			19,555			14,179		9,654			11,805			12,680			12,570			8,626			6,623			12,188
Aggregate Change: CAGR (%)		(0.23	)		0.08			1.37		(0.01	)		0.11			0.12			0.27		(0.76	)		(0.77	)		(0.38	)		(1.63	)		(0.83	)		0.04			0.02
Market Weighted Change: CAGR (%)		(0.36	)		(0.03	)		1.00		(0.01	)		0.11			(0.05	)		0.30		(0.73	)		(0.74	)		(0.28	)		(1.41	)		(1.29	)		(0.01	)		(0.04	)
Income
Per Capita Income ($)		37,167			43,498			45,031		60,269			40,562			39,386			46,256		31,641			33,308			54,282			59,344			72,831			49,582			45,644
National Median Per Capita ($)		42,767			42,767			42,767		42,767			42,767			42,767			42,767		42,767			42,767			42,767			42,767			42,767			42,767			42,767
Median Household Income ($)		58,328			75,216			89,899		113,359			82,322			71,550			85,362		51,954			60,398			100,530			79,573			121,527			91,775			83,842
Income brackets (actual)
HH w Income < $25K (actual)		1,966			493			1,647		794			3,332			3,439			1,692		2,506			2,434			2,236			3,301			1,102			927			1,9364
HH w Income $25K-$49K (actual)		1,817			590			2,192		908			4,181			3,958			2,267		2,276			2,775			1,938			2,444			1,101			947			2,230
HH w Income $50K-$99K (actual)		2,485			934			4,214		1,674			6,963			5,594			4,322		2,541			3,584			3,005			3,232			1,940			1,716			3,119
HH: Annual Income $100K+ (actual)		2,519			1,233			5,698		4,070			9,743			6,565			5,899		2,331			3,013			5,500			3,593			4,483			3,033			4,277
Percent of total (%)
HH w Income < $25K/ HH (%)		22.37			15.16			11.98		10.66			13.76			17.59			11.93		25.96			20.62			17.63			26.26			12.78			14.00			14.58
HH w Income $25K-$49K/ HH (%)		20.68			18.15			15.94		12.20			17.26			20.24			15.99		23.58			23.51			15.28			19.44			12.76			14.30			16.63
HH w Income $50K-$99K/ HH (%)		28.28			28.73			30.64		22.48			28.75			28.61			30.48		26.32			30.36			23.70			25.71			22.49			25.91			27.46
Annual Income $100K+/ HH (%)		28.67			37.93			41.43		54.67			40.23			33.57			41.60		24.15			25.52			43.38			28.58			51.97			45.79			40.83

Source: S&P Global

The Bank’s market demographics of the Bank represent a market that’s population has shrunk more than the median of the comparable group. The Bank’s per capita and median household income are both below the Comparable Group’s markets. Based upon these factors, a moderate downward adjustment is warranted for market area.

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Conversion Valuation Appraisal Report

CASH DIVIDENDS

Currently, most conversions are not establishing a dividend policy concurrent with the conversion. Historical issues have been fully or oversubscribing without the need for the additional enticement of dividends. After the conversion is another issue, however. Pressures on ROAE and on internal rates of return to investors prompted the industry toward cash dividends. This trend is exacerbated by the lack of growth in the market and tighter liquidity conditions. Typically, when institutions are in a growth mode, they issue stock dividends or do not declare a dividend. When growth is stunted, these institutions shift toward reducing equity levels and thus utilize cash dividends as a tool in managing equity. Historical tax code changes have made cash dividends more attractive to investors.

Figure– Dividends

Company Name	Dividends
	Quarterly Dividends Per Share ($)		LTM Dividends Per Share ($)		LTM Dividend Payout Ratio (%)		Dividend Yield (%)
1895 Bancorp of Wisconsin, Inc. (NASDAQCM:BCOW)		NA		—		NM		NA
Affinity Bancshares, Inc. (NASDAQCM:AFBI)		NA		—		NM		NA
Blue Foundry Bancorp (NASDAQGS:BLFY)		NA		—		NM		NA
ESSA Bancorp, Inc. (NASDAQGS:ESSA)		0.15		0.60		32.43		3.22
Finward Bancorp (NASDAQCM:FNWD)		0.12		1.05		53.57		1.98
HMN Financial, Inc. (NASDAQGM:HMNF)		0.08		0.32		23.36		1.44
Home Federal Bancorp, Inc. of Louisiana (NASDAQCM:HFBL)		0.13		0.50		33.90		3.71
IF Bancorp, Inc. (NASDAQCM:IROQ)		0.10		0.40		66.67		2.35
Northeast Community Bancorp, Inc. (NASDAQCM:NECB)		0.06		0.24		8.39		1.43
Ponce Financial Group, Inc. (NASDAQGM:PDLB)		NA		—		NM		NA
Sterling Bancorp, Inc. (Southfield, MI) (NASDAQCM:SBT)		—		—		NM		—
William Penn Bancorporation (NASDAQCM:WMPN)		0.03		0.12		150.00		0.97
25% Percentile:		0.05		—		27.90		1.31
Median:		0.09		0.18		33.90		1.71
75% Percentile:		0.12		0.42		60.12		2.57

Source: S&P Global, Call Reports and FinPro Computations

Seven of the twelve Comparable institutions had declared cash dividends. The median dividend payout ratio for the Comparable Group was 33.90%. Currently, the Bank does not pay a cash dividend as it is a mutual bank.

The Bank, on a pro forma basis (at the mid-point of the value range) will have a Tier One Leverage ratio above 18%. The Bank will have adequate capital and profits to pay cash dividends.

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Conversion Valuation Appraisal Report

As such, no adjustment is warranted for this factor.

RECENT REGULATORY MATTERS

Regulatory matters influence the market for thrift conversions. The Bank will operate in substantially the same regulatory environment as the Comparable Group.

Fidelity Bank is subject to comprehensive regulation and examination by the LOFI and the FDIC.

As such, no adjustment for this factor is warranted.

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Conversion Valuation Appraisal Report

5. Other Factors

MANAGEMENT

The Bank has developed a good management team with considerable banking experience. The Bank’s organizational chart is reasonable for an institution of its size and complexity. The Board is active and oversees and advises on all key strategic and policy decisions and holds the management to high performance standards.

As such, no adjustment appears to be warranted for this factor.

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Conversion Valuation Appraisal Report

LIQUIDITY OF THE SHARES

The Peer Group is by definition composed of companies that are traded in the public markets. All of the Peer Group companies trade on the NASDAQ. Typically, the number of shares outstanding and market capitalization provides an indication of how much liquidity there will be in a particular stock. The market capitalization of the Peer Group companies ranged from $40.1 million to $273.9 million as of February 2, 2024, with a median market value of $104.2 million.

FB Bancorp, Inc., is a newly formed company and has never issued capital stock. Fidelity Bank, as a mutual institution, is not authorized to issue capital stock. FB Bancorp, Inc. expects the common stock to be listed on the Nasdaq Capital Market under the symbol “FBLA” upon the completion of the conversion and stock offering.

Overall, we anticipate that the Bank’s stock will have a lower level of trading liquidity as the Peer Group companies on average and, therefore, we concluded that a downward was necessary for this factor.

Figure– Market Pricing and Valuation

Size / Regional Peers	Market Pricing and Valuation
Company Name	Date of Closing Price ($)		Market Cap. ($mil)		Price/MRQ Core EPS (x)		Price/LTM Core EPS (x)		Price/Tangible Book (%)		Tangible Premium/ Core Deposits (%)		LTM Dividend Payout Ratio (%)		Dividend Yield (%)		Avg Daily Volume (Three Month)		Avg Daily Volume (One Year)
1 1895 Bancorp of Wisconsin, Inc. (NASDAQCM:BCOW)		2/2/2024		46.3		NM		NM		71.3		-7.8		NM		NA		6,557		6,099
2 Affinity Bancshares, Inc. (NASDAQCM:AFBI)		2/2/2024		103.9		17.2		16.2		100.8		NA		NM		NA		3,368		5,885
3 Blue Foundry Bancorp (NASDAQGS:BLFY)		2/2/2024		210.9		NM		NM		65.0		NA		NM		NA		66,662		92,517
4 ESSA Bancorp, Inc. (NASDAQGS:ESSA)		2/2/2024		177.2		10.3		9.9		91.3		NA		32.4		3.2		22,485		22,913
5 Finward Bancorp (NASDAQCM:FNWD)		2/2/2024		104.5		14.6		11.1		85.8		NA		53.6		2.0		9,861		4,948
6 HMN Financial, Inc. (NASDAQGM:HMNF)		2/2/2024		97.0		17.8		16.7		92.9		NA		23.4		1.4		7,345		3,852
7 Home Federal Bancorp, Inc. of Louisiana (NASDAQCM:HFBL)		2/2/2024		41.0		9.6		8.0		87.8		NA		33.9		3.7		1,108		1,657
8 IF Bancorp, Inc. (NASDAQCM:IROQ)		2/2/2024		54.5		NA		NA		77.3		NA		66.7		2.4		2,187		2,816
9 Northeast Community Bancorp, Inc. (NASDAQCM:NECB)		2/2/2024		206.9		5.1		5.8		89.4		-6.4		8.4		1.4		56,478		80,262
10 Ponce Financial Group, Inc. (NASDAQGM:PDLB)		2/2/2024		205.0		NA		NA		82.5		NA		NM		NA		52,049		89,647
11 Sterling Bancorp, Inc. (Southfield, MI) (NASDAQCM:SBT)		2/2/2024		273.9		13.3		34.9		83.6		NA		NM		0.0		33,849		42,341
12 William Penn Bancorporation (NASDAQCM:WMPN)		2/2/2024		103.6		NM		129.1		96.0		NA		150.0		1.0		34,482		45,791
25% Percentile:				86.4		9.9		9.4		81.2		-7.5		27.9		1.3		5,760		4,674
Median:				104.2		13.3		13.6		86.8		-7.1		33.9		1.7		16,173		14,506
75% Percentile:				205.5		15.9		21.2		91.7		-6.8		60.1		2.6		38,874		54,409

Source: S&P Global, Call Reports and FinPro Computations

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Conversion Valuation Appraisal Report

MARKETING OF THE ISSUANCE

Three separate markets exist for thrift stocks: (1) the after-market for public companies, both fully-converted stock companies and MHC’s, in which trading activity is regular and investment decisions are made based upon financial condition, earnings, capital, ROE, dividends and future prospects; (2) the new issue market in which converting thrifts are evaluated on the basis of the same factors but on a pro forma basis without the benefit of prior operations as a publicly-held Bank and stock trading history; and (3) the thrift acquisition market. All three of these markets were considered in the valuation of the Bank’s to-be-issue stock.

The Public Market- The value of publicly traded thrift stocks is easily measurable, and is tracked by most investment houses and related organizations. In general, thrift stock values react to market stimuli such as interest rates, inflation, perceived industry health, projected rates of economic growth, regulatory issues, and stock market conditions in general.

The New Issue Market- In addition to thrift stock market conditions in general, the new issue market for converting thrifts is also an important consideration in determining the Bank’s pro forma market value. The new issue market is separate and distinct from the market for seasoned thrift stocks in that the pricing ratios for converting issues are computed on a pro forma basis, specifically: (1) the numerator and denominator are both impacted by the conversion offering amount, unlike existing stock issues in which price change affects only the numerator; and (2) the pro forma pricing ratio incorporates assumptions regarding source and use of proceeds, effective tax rates, stock plan purchases, etc. which impact pro forma financials, whereas pricing for existing issues are based on reported financials. The distinction between pricing of converting and existing issues is perhaps no clearer than in the case of the price/book (“P/B”) ratio in that the P/B ratio of a converting thrift will typically result in a discount to book value whereas in the current market for existing thrifts the P/B ratio often reflects a premium to book value. Therefore, it is appropriate to also consider the market for new issues, both at the time of the conversion and in the aftermarket.

The Acquisition Market- Also considered in the valuation was the potential impact on the Banks holding company’s stock price of recently completed and pending acquisitions of other savings institutions operating in the region. There have been numerous bank and thrift acquisitions completed over the past number of years. To the extent that acquisition speculation may impact the Bank’s offering, we have largely taken this into account in selecting companies for the Peer Group which operate in markets that have experienced a comparable level of acquisition activity as the Bank’s market and, thus, are subject to the same type of acquisition speculation that may influence Bank’s stock. However, since converting thrifts are subject to a three-year regulatory moratorium from being acquired, acquisition speculation in the Bank’s stock would tend to be less compared to the stocks of the Peer Group companies.

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Conversion Valuation Appraisal Report

In determining our valuation adjustment for marketing of the issue, we considered trends in both the overall thrift market, the new issue market including the new issue market for thrift conversions and the Bank acquisition market for thrift stocks. Overall, current market conditions coupled with the potential change in interest rates impacting Banking industry leads to some future uncertainty. Taking these factors and trends into account, FinPro concluded that no adjustment was appropriate in the valuation analysis for purposes of marketing of the issue.

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Conversion Valuation Appraisal Report

VALUATION ADJUSTMENTS

Relative to the Comparables the following adjustments need to be made to the Bank’s pro forma market value.

Valuation Factor	Valuation Adjustment
Financial Condition	Downward
Balance Sheet Growth	No Adjustment
Earnings Quality, Predictability and Growth	Moderate Downward
Market Area	Moderate Downward
Dividends	No Adjustment
Liquidity of the Issue	Downward
Recent Regulatory Matters	No Adjustment

Additionally, the following adjustments should be made to the Bank’s market value.

Valuation Factor	Valuation Adjustment
Management	No Adjustment
Marketing of the Issuance	No Adjustment

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Conversion Valuation Appraisal Report

6. Valuation

In applying the accepted valuation methodology promulgated by the regulators, i.e., the pro forma market value approach, three key pricing multiples were considered. The three multiples include:

Price to core earnings (“P/E”)

Price to book value (“P/B”) / Price to tangible book value (“P/TB”)

Price to assets (“P/A”)

All of the approaches were calculated on a pro forma basis including the effects of the conversion proceeds. All of the assumptions utilized are presented.

DISCUSSION OF WEIGHT GIVEN TO VALUATION MULTIPLES

To ascertain the pro forma estimated market value of the Bank, the market multiples for the Comparable Group were utilized. As a secondary check, all publicly traded thrifts, Mid-west regional thrifts and recent (2017 to date) conversions along with historical standard conversions were assessed. The data for the Comparable Group, all publicly traded thrifts, and historical offerings are showing on the following pages.

Figure–Comparable Group Market Pricing and Valuation

Size / Regional Peers	Market Pricing and Valuation
Company Name	Date of Closing Price ($)		Market Cap. ($mil)		Price/ LTM EPS (x)(1)		Price/ LTM Core EPS (x)		Price/ Book (%)		Price/ Tangible Book (%)		Tangible Premium/ Core Deposits (%)		LTM Dividend Payout Ratio (%)		Dividend Yield (%)		Price/ Assets (%) (%)		Avg Daily Volume (Three Month)		Avg Daily Volume (One Year)
1 1895 Bancorp of Wisconsin, Inc. (NASDAQCM:BCOW)		2/2/2024		46.3		NM		NM		71.3		71.3		-7.8		NM		NA		7.8		6,557		6,099
2 Affinity Bancshares, Inc. (NASDAQCM:AFBI)		2/2/2024		103.9		16.5		16.2		85.5		100.8		NA		NM		NA		12.2		3,368		5,885
3 Blue Foundry Bancorp (NASDAQGS:BLFY)		2/2/2024		210.9		NM		NM		64.9		65.0		NA		NM		NA		11.6		66,662		92,517
4 ESSA Bancorp, Inc. (NASDAQGS:ESSA)		2/2/2024		177.2		10.1		9.9		85.6		91.3		NA		32.4		3.2		9.1		22,485		22,913
5 Finward Bancorp (NASDAQCM:FNWD)		2/2/2024		104.5		12.4		11.1		70.9		85.8		NA		53.6		2.0		5.1		9,861		4,948
6 HMN Financial, Inc. (NASDAQGM:HMNF)		2/2/2024		97.0		16.3		16.7		92.3		92.9		NA		23.4		1.4		9.3		7,345		3,852
7 Home Federal Bancorp, Inc. of Louisiana (NASDAQCM:HFBL)		2/2/2024		41.0		9.2		8.0		80.6		87.8		NA		33.9		3.7		NA		1,108		1,657
8 IF Bancorp, Inc. (NASDAQCM:IROQ)		2/2/2024		54.5		28.3		NA		77.3		77.3		NA		66.7		2.4		5.9		2,187		2,816
9 Northeast Community Bancorp, Inc. (NASDAQCM:NECB)		2/2/2024		206.9		5.9		5.8		89.4		89.4		-6.4		8.4		1.4		12.4		56,478		80,262
10 Ponce Financial Group, Inc. (NASDAQGM:PDLB)		2/2/2024		205.0		61.6		NA		82.5		82.5		NA		NM		NA		9.2		52,049		89,647
11 Sterling Bancorp, Inc. (Southfield, MI) (NASDAQCM:SBT)		2/2/2024		273.9		35.1		34.9		83.6		83.6		NA		NM		0.0		12.4		33,849		42,341
12 William Penn Bancorporation (NASDAQCM:WMPN)		2/2/2024		103.6		154.0		129.1		92.1		96.0		NA		150.0		1.0		14.2		34,482		45,791
25% Percentile:				86.4		10.7		9.4		75.8		81.2		-7.5		27.9		1.3		8.5		5,760		4,674
Median:				104.2		16.4		13.6		83.0		86.8		-7.1		33.9		1.7		9.3		16,173		14,506
75% Percentile:				205.5		33.4		21.2		86.5		91.7		-6.8		60.1		2.6		12.3		38,874		54,409

Source: S&P Global and FinPro Computations

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Conversion Valuation Appraisal Report

Figure–All Publicly Traded Thrifts Market Pricing and Valuation

		Market Pricing and Valuation
	Company Name	Date of Closing Price ($)		Market Cap. ($mil)		Price/ LTM EPS (x)(1)		Price/ LTM Core EPS (x)		Price/ Book (%)		Price/ Tangible Book (%)		Tangible Premium/ Core Deposits (%)		LTM Dividend Payout Ratio (%)		Dividend Yield (%)		Price/ Assets (%) (%)		Avg Daily   Volume   (Three Month)		Avg Daily   Volume   (One Year)
1	NSTS Bancorp, Inc. (NASDAQCM:NSTS)		2/2/2024		51.1		NM		NM		67.7		67.7		-18.9		NM		NA		19.5		5,302		6,517
2	Catalyst Bancorp, Inc. (NASDAQCM:CLST)		2/2/2024		57.0		85.6		134.9		67.4		67.4		NA		NM		NA		19.1		6,708		7,225
3	Generations Bancorp NY, Inc. (NASDAQCM:GBNY)		2/2/2024		24.8		NM		NM		71.1		72.5		-4.1		NM		NA		4.6		3,704		2,530
4	PB Bankshares, Inc. (NASDAQCM:PBBK)		2/2/2024		32.4		12.6		16.3		76.4		76.4		NA		NM		NA		8.3		3,662		3,369
5	Cullman Bancorp, Inc. (NASDAQCM:CULL)		2/2/2024		75.2		18.9		18.9		77.8		77.8		-12.2		21.1		1.1		18.3		5,264		2,915
6	TC Bancshares, Inc. (NASDAQCM:TCBC)		2/2/2024		58.0		NM		NM		79.5		79.5		-8.0		333.3		0.7		14.4		8,828		7,017
7	Central Plains Bancshares, Inc. (NASDAQCM:CPBI)		2/2/2024		42.4		NA		NA		NA		NA		NA		NA		NA		NA		28,639		37,694
8	1895 Bancorp of Wisconsin, Inc. (NASDAQCM:BCOW)		2/2/2024		46.3		NM		NM		71.3		71.3		-7.8		NM		NA		7.8		6,557		6,099
9	First Seacoast Bancorp, Inc. (NASDAQCM:FSEA)		2/2/2024		41.0		NM		NM		65.8		66.1		NA		NM		NA		6.7		15,979		11,818
10	Home Federal Bancorp, Inc. of Louisiana (NASDAQCM:HFBL)		2/2/2024		41.0		9.2		8.0		80.6		87.8		NA		33.9		3.7		NA		1,108		1,657
11	Carver Bancorp, Inc. (NASDAQCM:CARV)		2/2/2024		8.5		NM		NM		52.1		52.1		-1.6		NM		0.0		1.5		45,163		28,600
12	William Penn Bancorporation (NASDAQCM:WMPN)		2/2/2024		103.6		154.0		129.1		92.1		96.0		NA		150.0		1.0		14.2		34,482		45,791
13	Affinity Bancshares, Inc. (NASDAQCM:AFBI)		2/2/2024		103.9		16.5		16.2		85.5		100.8		NA		NM		NA		12.2		3,368		5,885
14	BV Financial, Inc. (NASDAQCM:BVFL)		2/2/2024		154.6		9.2		9.4		77.7		84.2		NA		NM		0.0		18.2		24,535		23,459
15	IF Bancorp, Inc. (NASDAQCM:IROQ)		2/2/2024		54.5		28.3		NA		77.3		77.3		NA		66.7		2.4		5.9		2,187		2,816
16	HMN Financial, Inc. (NASDAQGM:HMNF)		2/2/2024		97.0		16.3		16.7		92.3		92.9		NA		23.4		1.4		9.3		7,345		3,852
17	ECB Bancorp, Inc. (NASDAQCM:ECBK)		2/2/2024		127.9		24.8		25.1		75.7		75.7		-7.1		NM		NA		8.3		8,458		13,094
18	Broadway Financial Corporation (NASDAQCM:BYFC)		2/2/2024		56.6		104.7		100.5		366.3		470.3		-8.2		NM		0.0		53.3		5,586		7,118
19	Provident Financial Holdings, Inc. (NASDAQGS:PROV)		2/2/2024		105.8		13.2		13.2		81.2		81.2		NA		48.7		3.7		6.7		8,410		6,093
20	Riverview Bancorp, Inc. (NASDAQGS:RVSB)		2/2/2024		111.7		11.5		11.4		70.5		85.2		NA		52.2		4.5		8.5		27,621		28,573
21	Provident Bancorp, Inc. (NASDAQCM:PVBC)		2/2/2024		180.2		15.6		15.6		82.1		82.1		NA		NM		0.0		10.7		32,648		78,150
22	Northeast Community Bancorp, Inc. (NASDAQCM:NECB)		2/2/2024		206.9		5.9		5.8		89.4		89.4		-6.4		8.4		1.4		12.4		56,478		80,262
23	Timberland Bancorp, Inc. (NASDAQGM:TSBK)		2/2/2024		219.3		8.6		8.6		92.4		99.0		NA		29.5		3.6		13.5		20,489		25,986
24	Blue Foundry Bancorp (NASDAQGS:BLFY)		2/2/2024		210.9		NM		NM		64.9		65.0		NA		NM		NA		11.6		66,662		92,517
25	Finward Bancorp (NASDAQCM:FNWD)		2/2/2024		104.5		12.4		11.1		70.9		85.8		NA		53.6		2.0		5.1		9,861		4,948
26	OP Bancorp (NASDAQGM:OPBK)		2/2/2024		159.3		6.9		6.9		82.7		87.5		NA		31.0		4.5		7.6		33,364		29,795
27	First Northwest Bancorp (NASDAQGM:FNWB)		2/2/2024		124.1		53.6		14.4		82.0		82.6		NA		107.7		2.0		7.0		11,785		15,137
28	ESSA Bancorp, Inc. (NASDAQGS:ESSA)		2/2/2024		177.2		10.1		9.9		85.6		91.3		NA		32.4		3.2		9.1		22,485		22,913
29	Territorial Bancorp Inc. (NASDAQGS:TBNK)		2/2/2024		86.4		17.7		17.7		35.4		35.4		NA		98.2		2.0		4.4		29,359		29,072
30	Sterling Bancorp, Inc. (Southfield, MI) (NASDAQCM:SBT)		2/2/2024		273.9		35.1		34.9		83.6		83.6		NA		NM		0.0		12.4		33,849		42,341
31	Western New England Bancorp, Inc. (NASDAQGS:WNEB)		2/2/2024		180.1		11.9		11.7		75.8		80.7		NA		40.0		3.4		7.6		54,824		52,182
32	Ponce Financial Group, Inc. (NASDAQGM:PDLB)		2/2/2024		205.0		61.6		NA		82.5		82.5		NA		NM		NA		9.2		52,049		89,647
33	FS Bancorp, Inc. (NASDAQCM:FSBW)		2/2/2024		265.7		7.6		6.8		101.8		110.6		1.1		22.1		3.0		9.7		14,241		20,656
34	Third Coast Bancshares, Inc. (NASDAQGS:TCBX)		2/2/2024		263.3		9.8		9.9		76.1		80.6		NA		NM		NA		6.2		24,093		29,610
35	Hingham Institution for Savings (NASDAQGM:HIFS)		2/2/2024		381.2		14.7		26.9		93.5		93.5		NA		21.0		1.4		9.4		14,851		15,376
36	Southern Missouri Bancorp, Inc. (NASDAQGM:SMBC)		2/2/2024		476.2		11.0		9.4		101.3		126.4		NA		22.0		2.0		13.0		25,296		29,761
37	Northfield Bancorp, Inc. (Staten Island, NY) (NASDAQGS:NFBK)		2/2/2024		512.0		13.4		13.3		73.2		77.8		NA		60.5		4.5		10.0		225,399		196,554
38	TrustCo Bank Corp NY (NASDAQGS:TRST)		2/2/2024		529.1		9.0		8.7		82.0		82.1		NA		46.8		5.2		9.6		81,968		84,610
39	Kearny Financial Corp. (NASDAQGS:KRNY)		2/2/2024		449.9		24.9		13.7		54.9		74.0		NA		151.7		6.1		7.3		314,343		277,917
40	Capitol Federal Financial, Inc. (NASDAQGS:CFFN)		2/2/2024		811.2		NM		16.9		80.2		81.4		NA		NM		5.5		9.0		936,216		931,096
41	Provident Financial Services, Inc. (NYSE:PFS)		2/2/2024		1208.0		9.4		9.0		72.0		98.8		NA		56.1		6.0		9.6		514,428		516,502
42	Northwest Bancshares, Inc. (NASDAQGS:NWBI)		2/2/2024		1529.1		11.3		10.7		98.6		131.3		NA		75.5		6.7		11.0		773,672		716,574
43	WSFS Financial Corporation (NASDAQGS:WSFS)		2/2/2024		2612.2		9.8		9.8		105.4		211.3		NA		13.6		1.4		13.5		296,823		269,531
44	Axos Financial, Inc. (NYSE:AX)		2/2/2024		3032.7		7.9		9.2		145.9		157.0		NA		NM		NA		14.4		878,360		628,519
45	WaFd, Inc (NASDAQGS:WAFD)		2/2/2024		1835.9		8.3		NA		84.7		99.0		NA		29.3		3.5		9.5		326,168		545,975
46	New York Community Bancorp, Inc. (NYSE:NYCB)		2/2/2024		4361.3		1.9		4.2		42.3		60.0		NA		17.3		3.3		6.4		13,431,212		12,683,031
	25% Percentile				57.8		9.2		9.2		71.2		76.1		-9.2		22.1		1.3		7.4		8,144		6,892
	Median				157.0		12.4		11.7		80.2		82.5		-7.5		40.0		2.4		9.4		24,916		28,587
	75% Percentile				398.4		21.9		16.9		87.5		94.8		-3.5		66.7		4.1		12.9		59,024		85,869

Source: S&P Global and FinPro Computations

Price to Earnings – According to the Appraisal Guidelines: “When both the converting institution and the comparable companies are recording “normal” earnings, a P/E approach may be the simplest and most direct method of valuation. When earnings are low or negative, however, this approach may not be appropriate and the greater consideration should be given to the P/BV approach.” In this particular case, the Bank’s earnings are “normal”. As a basis for comparison, the price to core earnings was utilized for both the Bank and the Comparable Group to eliminate any nonrecurring items. As such, this approach was considered in this appraisal.

In the pro forma figures for the Bank, FinPro incorporated the impact of SFAS 123, which requires the expensing of stock options. In preparing the fully converted pro forma figures for the Comparable Group, FinPro also incorporated the impact of SFAS 123.

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Conversion Valuation Appraisal Report

Price to Book/Price to Tangible Book —According to the Appraisal Guidelines: “The P/BV approach works best when the converting institution and the Comparables have a normal amount of book value. The P/BV approach could seriously understate the value of an institution that has almost no book value but has an outstanding future earnings potential. For converting institutions with high net worth, the appraiser may have difficulty in arriving at a pro forma market value because of pressure placed on the P/E multiple as higher P/BV levels are required to reflect a similar P/BV ratio as the peer group average. The P/BV approach also suffers from the use of historical cost accounting data.”

Since thrift earnings in general have had a high degree of volatility over the past decade, the P/B is utilized frequently as the benchmark for market value. A better approach is the P/TB approach. In general, investors tend to price financial institutions on a tangible book basis, because it incorporates the P/B approach adjusted for intangibles. Initially following conversion, FinPro believes that thrifts often trade on a price to tangible book basis.

Price to Assets —According to the Appraisal Guidelines: “This approach remedies the problems of a small base that can occur with the P/BV approach, but the approach has many of the other limitations of the latter approach (the P/BV approach).” FinPro places little weight on this valuation approach due to the lack of consideration of asset and funding mixes and the resulting earnings impact.

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Conversion Valuation Appraisal Report

OFFERING VALUE IN RELATION TO COMPARABLES

Based upon the premiums and discounts defined in the section above, the Bank’s aggregate pro forma market value at the midpoint is estimated to be $150,000,000. Based upon a range below and above the midpoint value, the relative values are $127,500,000 at the minimum and $172,500,000 at the maximum, respectively. At the super maximum of the estimated value range, the offering value would be $198,375,000.

At the various levels of the estimated value range, the full offering would result in the following offering data:

FIGURE - VALUE RANGE - FULL OFFERING

Conclusion	Total Shares Shares		Price Per Share		Total Value
Appraised Value - Midpoint		15,000,000	$	10.00	$	150,000,000
Range:
- Minimum		12,750,000	$	10.00		127,500,000
- Maximum		17,250,000		10.00		172,500,000
- Super Maximum		19,837,500		10.00		198,375,000

Source: FinPro Inc. Pro Forma Model

This equates to the following multiples:

FIGURE—VALUE RANGE PRICING MULTIPLES

Fidelity Bank

Pro Forma Analysis Sheet - Twelve Months Ended

December 31, 2023

Includes SOP 93-6

	Bank			Comparables						Region						National
				Mean			Median			Mean			Median			Mean			Median
	Min	35.71
Price-Core Earnings Ratio P/E	Mid	37.04			28.90			13.60			50.89			9.86			22.42			11.68
	Max	38.46
	Smax	40.00
	Min	47.92	%
Price-to-Book Ratio P/B	Mid	52.49	%		81.30	%		83.00	%		74.71	%		76.14	%		85.94	%		80.15	%
	Max	56.50	%
	Smax	60.50	%
	Min	48.97	%
Price-to-Tangible Book Ratio P/TB	Mid	53.59	%		85.60	%		86.80	%		78.60	%		80.57	%		96.24	%		82.50	%
	Max	57.60	%
	Smax	61.58	%
	Min	10.33	%
Price-to-Assets Ratio P/A	Mid	11.96	%		9.90	%		9.30	%		12.65	%		12.65	%		11.05	%		9.43	%
	Max	13.55	%
	Smax	15.31	%

Source: FinPro Inc. Pro Forma Model

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Conversion Valuation Appraisal Report

FIGURE - COMPARABLE PRICING MULTIPLES TO THE BANK’S PRO FORMA MIDPOINT

	Price Relative to
	Earnings			Core Earnings			Book			Tangible Book			Assets
The Bank (at midpoint) Full Conversion		37.04			37.04			52.49	%		53.59	%		11.96	%
Comparable Group Median		13.60			13.60			83.00	%		86.80	%		9.30	%
(Discount) Premium		172.35	%		172.35	%		-36.76	%		-38.26	%		28.60	%

Source: FinPro Calculations

Figure above illustrates that at the midpoint of the estimated valuation range the Bank is priced at a 172.35% premium to the Comparable median price to core earnings multiple. On a tangible book basis, the Bank is priced at a -38.26% discount.

FIGURE - COMPARABLE PRICING MULTIPLES TO THE BANK’S PRO FORMA SUPER MAXIMUM

	Price Relative to
	Earnings			Core Earnings			Book			Tangible Book			Assets
The Bank (at the supermax) Full Conversion		40.00			40.00			60.50	%		61.58	%		15.31	%
Comparable Group Median		13.60			13.60			83.00	%		86.80	%		9.30	%
(Discount) Premium		194.12	%		194.12	%		-27.11	%		-29.06	%		64.62	%

Source: FinPro Calculations

Figure above illustrates that at the super maximum of the estimated valuation range the Bank is priced at a 194.12% premium to the Comparable median price to core earnings multiple. On a tangible book basis, the Bank is priced at a 29.06% discount.

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Conversion Valuation Appraisal Report

COMPARISON TO RECENT STANDARD CONVERSIONS

As a secondary check FinPro reviewed the pro forma pricing multiples of the Bank relative to the other recent standard conversion pro forma pricing multiples.

Figure–Recent Standard Conversion Offerings

					Offering Data												Financial Performance At Offering
Institution Name	State		Trading Symbol		Offering Completion Date		Offering Announcement Date		Net Proceeds $000s		Pro Forma Price/ Earnings (x)		Pro Forma Price/ Book (%)		Pro Forma Price/ Tangible Book (%)		Total Assets $000s		ROAE (%)			Core ROAE (%)			Tangible Equity/ Tangible Assets (%)		NPAs/ Assets (%)
NB Bancorp, Inc.		MA		NBBK		12/27/2023		6/7/2023		350,682		11.9		60.1		60.2		4,231,792		10.11			9.37			NA		NA
Central Plains Bancshares, Inc.		NE		CPBI		10/19/2023		6/6/2023		34,431		19.2		56.5		56.5		450,407		NA			NA			NA		NA
PFS Bancorp, Inc.		IL		PFSB		10/17/2023		3/6/2023		NA		NA		NA		NA		184,701		3.85			4.81			11.01		NA
SR Bancorp, Inc.		NJ		SRBK		9/19/2023		7/25/2022		75,508		15.7		49.0		57.3		651,486		1.32			1.53			18.74		0.02
ECB Bancorp, Inc.		MA		ECBK		7/27/2022		3/10/2022		75,794		25.9		59.8		59.8		688,639		5.40			7.11			11.42		NA
VWF Bancorp, Inc.		OH		VWFB		7/13/2022		3/3/2022		15,422		250.0		50.2		50.2		137,048		0.11			1.02			17.62		NA
NSTS Bancorp, Inc.		IL		NSTS		1/18/2022		7/19/2021		44,494		NM		59.7		59.7		259,881		0.19			(0.03	)		17.68		0.68
PB Bankshares, Inc.		PA		PBBK		7/14/2021		3/8/2021		23,083		NM		61.7		61.7		281,066		(1.66	)		(0.68	)		7.76		1.04
TC Bancshares, Inc.		GA		TCBC		7/20/2021		3/5/2021		41,777		NM		59.9		59.9		363,624		2.02			4.22			11.14		NA
Texas Community Bancshares, Inc.		TX		TCBS		7/14/2021		3/3/2021		26,776		86.3		53.2		56.0		316,501		2.27			2.27			9.85		NA
Catalyst Bancorp, Inc.		LA				10/12/2021		3/12/2021		44,958		NM		55.5		55.5		238,329		(1.38	)		NA			21.29		1.92
Systematic Savings Bank		MO				10/13/2020		3/18/2020		5,101		62.5		58.7		58.7		39,995		2.18			2.18			12.64		0.08
Eureka Homestead Bancorp, Inc.		LA		ERKH		7/9/2019		3/1/2019		11,311		44.7		60.6		60.6		98,403		2.32			NA			12.52		0.00
Richmond Mutual Bancorporation, Inc.		IN		RMBI		7/1/2019		2/6/2019		111,240		18.9		74.5		74.5		882,800		6.98			6.94			10.10		0.26
CBM Bancorp, Inc.		MD				9/27/2018		5/23/2018		35,785		41.7		73.5		73.5		184,177		0.95			NA			11.95		0.86
Sidney Federal Savings and Loan Association		NE				7/26/2018		10/17/2017		816		NM		71.0		71.0		16,660		(26.09	)		(26.09	)		5.66		0.14
25th Percentile:										19,253		19.0		56.0		56.9		172,395		0.15			0.76			10.32		0.08
Median										35,785		33.8		59.8		59.8		270,474		2.02			2.22			11.69		0.26
Average										59,812		57.7		60.3		61.0		564,094		0.57			1.05			12.81		0.56
75th Percentile:										60,233		58.0		61.1		61.1		500,677		3.09			5.34			16.37		0.86

Source: S&P Global

Figure–Median Pro Forma Price/ TBV Trend

Source: S&P Global and FinPro Computations

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Conversion Valuation Appraisal Report

VALUATION CONCLUSION

It is, FinPro’s opinion that as of February 14, 2024, the estimated aggregate pro forma market value of the Bank was $150,000,000 at the midpoint of a range with a minimum of $127,500,000 to a maximum of $172,500,000 at 15% below and 15% above the midpoint of the range respectively. Assuming an adjusted maximum value of 15% above the maximum value, the adjusted maximum value or super maximum value is $198,375,000. The stock will be issued at $10.00 per share.

Conclusion	Pre Foundation
	Appraised Value
	Minimum			Midpoint			Maximum			SuperMaximum*
Total Shares		12,750,000			15,000,000			17,250,000			19,837,500
Price per Share	$	10		$	10		$	10		$	10
Full Conversion Value	$	127,500,000		$	150,000,000		$	172,500,000		$	198,375,000
Exchange Shares		0			0			0			0
Exchange Percent		0.00	%		0.00	%		0.00	%		0.00	%
Conversion Shares		12,750,000			15,000,000			17,250,000			19,837,500
Conversion Percent		100.00	%		100.00	%		100.00	%		100.00	%
Gross Proceeds	$	127,500,000		$	150,000,000		$	172,500,000		$	198,375,000

The document represents an initial valuation for the Bank. Due to the duration of time that passes between the time this document is compiled and the time the offering closes, numerous factors could lead FinPro to update or revised the appraised value of the Bank. Some factors that could lead FinPro to adjust the appraised value include: (1) changes in the Bank’s operations and financial condition; (2) changes in the market valuation or financial condition of the Comparable Group; (3) changes in the broader market; and (4) changes in the market for thrift conversions. Should there be material changes to any of these factors, FinPro will prepare an appraisal update to appropriately adjust the value of the Bank. At the time of closing, FinPro will prepare a final appraisal to determine if the valuation range is still appropriate and determine the exact valuation amount appropriate for the Bank.

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Conversion Valuation Appraisal Report

7. Exhibits

Exhibit 1. Pro Forma Regulatory Capital Ratios

	Historical					Minimum 12,750,000					Midpoint 15,000,000					Maximum 17,250,000					Adj. Maximum 19,837,500
	$		%			$		%			$		%			$		%			$		%
GAAP Capital	$	156,737		13.9	%	$	203,769		17.4	%	$	212,221		18.0	%	$	220,672		18.6	%	$	230,392		19.2	%
Tier 1 Leverage Capital	$	166,340		14.8	%	$	213,372		18.2	%	$	221,824		18.8	%	$	230,275		19.4	%	$	239,995		20.0	%
Tier 1 Leverage Requirement	$	56,186		5.0	%	$	58,538		5.0	%	$	58,960		5.0	%	$	59,383		5.0	%	$	59,869		5.0	%
Excess	$	110,154		9.8	%	$	154,834		13.2	%	$	162,864		13.8	%	$	170,892		14.4	%	$	180,126		15.0	%
Tier 1 Risk based	$	166,340		22.7	%	$	213,372		28.7	%	$	221,824		29.8	%	$	230,275		30.9	%	$	239,995		32.1	%
Risk-Based Capital Requirement	$	58,690		8.0	%	$	59,442		8.0	%	$	59,577		8.0	%	$	59,713		8.0	%	$	59,868		8.0	%
Excess	$	107,650		14.7	%	$	153,930		20.7	%	$	162,247		21.8	%	$	170,562		22.9	%	$	180,127		24.1	%
Total Risk-Based Capital	$	172,543		23.5	%	$	219,575		29.6	%	$	228,027		30.6	%	$	236,478		31.7	%	$	246,198		32.9	%
Risk-Based Capital Requirement	$	73,362		10.0	%	$	74,303		10.0	%	$	74,472		10.0	%	$	74,641		10.0	%	$	74,835		10.0	%
Excess	$	99,181		13.5	%	$	145,272		19.6	%	$	153,555		20.6	%	$	161,837		21.7	%	$	171,363		22.9	%
Common Equity Tier 1 Risk-Based	$	166,340		22.7	%	$	213,372		28.7	%	$	221,824		29.8	%	$	230,275		30.9	%	$	239,995		32.1	%
Common Equity Tier 1 Risk-Based
Requirement	$	47,685		6.5	%	$	48,297		6.5	%	$	48,407		6.5	%	$	48,516		6.5	%	$	48,643		6.5	%
Excess	$	118,655		16.2	%	$	165,075		22.2	%	$	173,417		23.3	%	$	181,759		24.4	%	$	191,352		25.6	%
Reconcilation of Capital Infused into the bank:
50% of Net Proceeds						$	62,332				$	73,484				$	84,635				$	97,460
Less: ESOP						-$	10,200				-$	12,000				-$	13,800				-$	15,870
Less: MRP						-$	5,100				-$	6,000				-$	6,900				-$	7,935
Pro Forma Increase						$	47,032				$	55,484				$	63,935				$	73,655

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Conversion Valuation Appraisal Report

Exhibit 2. Pro Forma Analysis Sheet

				Company Pro Forma Based Upon Sale at $10.00 Per Share
	Bank Historical			12,750,000 Shares (Minimum of Estimated Price Range)			15,000,000 Shares (Midpoint of Estimated Price Range)			17,250,000 Shares (Maximum of Estimated Price Range)			19,837,500 Shares (15% above Max of Estimated Price Range)
	(In thousands)
Deposits	$	769,288		$	769,288		$	769,288		$	769,288		$	769,288
Borrowings		172,200			172,200			172,200			172,200			172,200
Total Deposits and Borrowings	$	941,488		$	941,488		$	941,488		$	941,488		$	941,488
Stockholders’ equity:
Preferred	$	—		$	—		$	—		$	—		$	—
Common		—			128			150			173			198
APIC		—			124,536			146,817			169,097			194,721
Retained Earnings		172,126			172,126			172,126			172,126			172,126
Net unrealized g/(l) on AFS, net		(15,389	)		(15,389	)		(15,389	)		(15,389	)		(15,389	)
Plus:
Amount of the foundation		—			—			—			—			—
Less:
Capital to the MHC		—			—			—			—			—
After Tax Expense of foundation		—			—			—			—			—
Less:
CS acquired by old ESOP		—			—			—			—			—
CS acquired by old MRP		—			—			—			—			—
CS to be acquired by ESOP		—			(10,200	)		(12,000	)		(13,800	)		(15,870	)
CS to be acquired by MRP		—			(5,100	)		(6,000	)		(6,900	)		(7,935	)
Total Stockholder’s equity	$	156,737		$	266,101		$	285,704		$	305,307		$	327,851
Total Shares Outstanding					12,750,000			15,000,000			17,250,000			19,837,500
MHC Shares					—			—			—			—
Minority Shares					—			—			—			—
Foundation Shares					—			—			—			—
Equity to Assets		13.93	%		22.04	%		23.28	%		24.49	%		25.83	%
Equity to Tangiable Assets		15.18	%		22.14	%		23.39	%		24.60	%		25.95	%

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Conversion Valuation Appraisal Report

Exhibit 3. Pro Forma Analysis Sheet

Prior Twelve Mos. Earning Base	Y
Period Ended December 31, 2023		$	1,118	(1)
Pre-Conversion Book Value	B
As of December 31, 2023		$	156,737
Pre-Conversion Assets	A
As of December 31, 2023		$	1,124,932
Return on Money	R		3.94%	(2)
Conversion Expenses		$	3,033
	X		2.02%	(3)
Proceeds Not Invested		$	18,000	(4)
Estimated ESOP Borrowings		$	12,000
ESOP Purchases	E		8.00%	(5)
Cost of ESOP Borrowings		$	480	(5)
Cost of ESOP Borrowings	S		0.00%	(5)
Amort of ESOP Borrowings	T		25	Years
Amort of MRP Amount	N		5	Years
Estimated MRP Amount		$	6,000	(6)
MRP Purchases	M		4.00%
MRP Expense		$	1,200
Stock Foundation Amount		$	—	(7)
Stock Foundation Amount	F		0.00%0.00%
Foundation Opportunity Cost		$	—
Tax Benefit	Z	$	—	(8)
Tax Rate	TAX		19.00%
Percentage Sold	PCT		100.00%
Amount to be issued to Public		$	150,000	(9)
Earnings Multiple			12

(1) Net income for the twelve months ended December 31, 2023.

(2) Net Return assumes a reinvestment rate of 4.87 percent (the 1 year Treasury at December 31, 2023), and a tax rate of 19%.

(3) Conversion expenses reflect estimated expenses as presented in the offering document.

(4) Includes Stock from ESOP and MRP.

(5) Assumes ESOP is amortized straight line over 25 years.

(6) Assumes MRP is amortized straight line over 5 years.

(7) Not applicable.

(8) Not Applicable.

(9) The amount to be offered to public.

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Conversion Valuation Appraisal Report

Exhibit 4. Pro Forma Effect of Conversion

		Pro Forma Effect of Conversion Proceeds As of December 31, 2023 (Dollars in Thousands)
Conversion Proceeds		Minimum			Midpoint			Maximum			SuperMax
Total Shares Offered			12,750,000			15,000,000			17,250,000			19,837,500
Conversion Shares Offered			12,750,000			15,000,000			17,250,000			19,837,500
Price Per Share		$	10		$	10		$	10		$	10
Gross Proceeds		$	127,500		$	150,000		$	172,500		$	198,375
Plus: Value issued to Foundation	(9)		—			—			—			—
Pro Forma Market Capitalization			127,500			150,000			172,500			198,375
Gross Proceeds			127,500			150,000			172,500			198,375
Less: Est. Conversion Expenses			(2,836	)		(3,033	)		(3,230	)		(3,456	)
Net Proceeds			124,664			146,967			169,270			194,919
Cash issued to foundation			—			—			—			—
Less: ESOP Adjustment	(3)		(10,200	)		(12,000	)		(13,800	)		(15,870	)
Less: MRP Adjustment	(3)		(5,100	)		(6,000	)		(6,900	)		(7,935	)
Net Proceeds Reinvested		$	109,364		$	128,967		$	148,570		$	171,114
Estimated Incremental Rate of Return			3.94	%		3.94	%		3.94	%		3.94	%
Estimated Incremental Return		$	4,309		$	5,081		$	5,854		$	6,742
Less: Cost of ESOP	(4)		—			—			—			—
Less: Amortization of ESOP	(7)		(330	)		(389	)		(447	)		(514	)
Less: Option Expense	(10)		(946	)		(1,113	)		(1,280	)		(1,472	)
Less: MRP Adjustment	(7)		(826	)		(972	)		(1,118	)		(1,285	)
Pro-forma Net Income			2,207			2,607			3,009			3,471
Earnings Before Conversion			1,118			1,118			1,118			1,118
Earnings Excluding Adjustment			3,325			3,725			4,127			4,589
Earnings Adjustment	(6)		—			—			—			—
Earnings After Conversion		$	3,325		$	3,725		$	4,127		$	4,589

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Conversion Valuation Appraisal Report

		Pro Forma Effect of Conversion Proceeds As of December 31, 2023 (Dollars in Thousands)
		Minimum			Midpoint			Maximum			SuperMax
Pro-forma Tangible Equity
Equity at December 31, 2023		$	156,737		$	156,737		$	156,737		$	156,737
Net Conversion Proceeds			124,664			146,967			169,270			194,919
Plus: MHC Adjustment	(7)		—			—			—			—
Plus: Value issued to Foundation			—			—			—			—
Less: After Tax Expense of Foundation			—			—			—			—
Less: ESOP Adjustment	(1)		(10,200	)		(12,000	)		(13,800	)		(15,870	)
Less: MRP Adjustment	(2)		(5,100	)		(6,000	)		(6,900	)		(7,935	)
Pro-forma Equity		$	266,101		$	285,704		$	305,307		$	327,851
Less: Intangible	(5)		5,786			5,786			5,786			5,786
Pro-forma Tangible Equity		$	260,315		$	279,918		$	299,521		$	322,065
Pro-forma Assets
Total Assets at December 31, 2023		$	1,124,932		$	1,124,932		$	1,124,932		$	1,124,932
Net Conversion Proceeds			124,664			146,967			169,270			194,919
Plus: MHC Adjustment	(7)		—			—			—			—
Plus: Value issued to Foundation			—			—			—			—
Less: After Tax Expense of Foundation			—			—			—			—
Less: ESOP Adjustment	(1)		(10,200	)		(12,000	)		(13,800	)		(15,870	)
Less: MRP Adjustment	(2)		(5,100	)		(6,000	)		(6,900	)		(7,935	)
Pro-forma Total Assets			1,234,296			1,253,899			1,273,502			1,296,046
Stockholder’s Equity Per Share *
Equity at December 31, 2023		$	12.29		$	10.45		$	9.09		$	7.90
Estimated Net Proceeds			9.78			9.80			9.81			9.83
Plus: MHC Adjustment			—			—			—			—
Plus: Value issued to Foundation			—			—			—			—
Less: After Tax Expense of Foundation			—			—			—			—
Less: ESOP Stock			(0.80	)		(0.80	)		(0.80	)		(0.80	)
Less: MRP Stock			(0.40	)		(0.40	)		(0.40	)		(0.40	)
Pro-forma Equity Per Share *			20.87			19.05			17.70			16.53
Less: Intangible			0.45			0.39			0.34			0.29
Pro-forma Tangible Equity Per Share *		$	20.42		$	18.66		$	17.36		$	16.24

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Conversion Valuation Appraisal Report

		Pro Forma Effect of Conversion Proceeds As of December 31, 2023 (Dollars in Thousands)
		Minimum			Midpoint			Maximum			SuperMax
Net Earnings Per Share *
Historical Earnings Per Share	(8)	$	0.09		$	0.08		$	0.07		$	0.06
Incremental return Per Share	(8)		0.37			0.37			0.37			0.37
ESOP Adjustment Per Share	(8)		(0.03	)		(0.03	)		(0.03	)		(0.03	)
Option Expense Per Share	(10)		(0.08	)		(0.08	)		(0.08	)		(0.08	)
MRP Adjustment Per Share	(8)		(0.07	)		(0.07	)		(0.07	)		(0.07	)
Normalizing Adjustment Per Share			—			—			—			—
Pro Forma Earnings Per Share *	(8)	$	0.28		$	0.27		$	0.26		$	0.25
Shares Utilized for EPS			11,770,800			13,848,000			15,925,200			18,313,980
Pro-forma Ratios
Price/EPS No Adjustment			35.71			37.04			38.46			40.00
Price/EPS with Adjustment			35.71			37.04			38.46			40.00
Price/Book Value per Share			47.92	%		52.49	%		56.50	%		60.50	%
Price/Tangible Book Value			48.97	%		53.59	%		57.60	%		61.58	%
Market Value/Assets			10.33	%		11.96	%		13.55	%		15.31	%

* The totals for the per share data are actual figures rounded to two decimals. The component parts may not add to the total due to rounding.

(1) ESOP Borrowings are deducted from net worth and assets, and amortized over 25 years.

(2) MRP is omitted from net worth and assets, and amortized over 5 years.

(3) Consists of ESOP and MRP amortization.

(4) The ESOP loan is from the Holding Company and therefore, there are no costs.

(5) NA

(6) Not applicable.

(7) ESOP and MRP are amortized over 25 and 5 years respectively, and tax impacted at 19%.

(8) All EPS computations are done in accordance with SOP 93-6.

(9) Not applicable.

(10) Assumed option expense in accordance with SFAS No. 123.

Exhibit 5. Use of Proceeds

Use of Proceeds	12,750,000 Shares			% of Gross Proceeds			15,000,000 Shares			Gross Proceeds			17,250,000 Shares			Gross Proceeds			19,837,500 Shares			Gross Proceeds
Gross Offering Proceeds	$	127,500					$	150,000					$	172,500					$	198,375
Less: Expense		(2,836	)					(3,033	)					(3,230	)					(3,456	)
Net Proceeds	$	124,664			100.0	%	$	146,967			100.0	%	$	169,270			100.0	%	$	194,919			100.0	%
Less:
Proceeds to Bank		(62,332	)		-50.0	%		(73,484	)		-50.0	%		(84,635	)		-50.0	%		(97,460	)		-50.0	%
ESOP		(10,200	)		-8.2	%		(12,000	)		-8.2	%		(13,800	)		-8.2	%		(15,870	)		-8.1	%
Cash to Foundation		—			0.0	%		—			0.0	%		—			0.0	%		—			0.0	%
Cash to MHC		—			0.0	%		—			0.0	%		—			0.0	%		—			0.0	%
Proceeds for HC		52,132			41.8	%		61,483			41.8	%		70,835			41.9	%		81,589			41.9	%

EX-99.4

Exhibit 99.4

Dear Valued Depositor:

We are writing to tell you of an investment opportunity, and just as importantly, to request your vote on a matter of importance. Pursuant to a Plan of Conversion (the “Plan”), Fidelity Bank will be converting from the mutual (meaning no stockholders) to the stock form of ownership. In connection with the conversion FB Bancorp, Inc., the proposed holding company of Fidelity Bank, is offering shares of its common stock. Enclosed you will find a Prospectus, a Stock Order Form, a Q&A Brochure, and a Proxy Statement which describe the conversion and the stock offering.

THE PROXY VOTE

Your vote is extremely important for us to complete the conversion and offering. We must receive approval of our depositors to implement the Plan. NOT VOTING YOUR ENCLOSED PROXY CARD(S) WILL HAVE THE SAME EFFECT AS VOTING ‘‘AGAINST’’ THE PLAN. Note that you may receive more than one Proxy Card, depending on the ownership structure of your accounts at Fidelity Bank. Please vote all the Proxy Cards you receive — none are duplicates! To cast your vote, please sign each Proxy Card and return the card(s) in the Proxy Reply Envelope provided. Alternatively, you may vote by telephone or the Internet by following the simple instructions on the Proxy Card.

Our Board of Directors urges you to vote ‘‘FOR’’ the Plan.

Please note:

• The proceeds resulting from the sale of the common stock of FB Bancorp, Inc. will support our business strategy.

• There will be no change to balances, interest rates or other terms of your accounts at Fidelity Bank as a result of the conversion. Deposit accounts will not be converted to stock. Your deposit accounts will continue to be insured by the Federal Deposit Insurance Corporation, up to the maximum legal limits, without interuption.

• You will continue to enjoy the same services with the same Board of Directors, management and staff.

• Voting does not obligate you to purchase shares of common stock in the stock offering.

THE STOCK OFFERING

As an eligible depositor of Fidelity Bank, you have non-transferable rights, but no obligation, to purchase shares of FB Bancorp, Inc. common stock during the Subscription Offering before any shares are made available for sale to the general public. The common stock is being offered at $10.00 per share, and there will be no sales commission charged to purchasers during the offering.

Please read the enclosed materials carefully. If you are interested in ordering shares of FB Bancorp, Inc. common stock, complete the enclosed Stock Order Form and return it with full payment. You may return your stock order form and payment by (1) overnight delivery to the address indicated on the stock order form for this purpose; (2) in-person delivery to our Stock Information Center located at Fidelity Bank’s Severn location at 2509 Severn Avenue, Metairie, Louisiana; or (3) regular mail using the stock order reply envelope provided. In-person delivery of stock order forms will be accepted only at the Stock Information Center. Stock Order Forms and full payment must be received (not postmarked) before [TBD]., Central Time, on [TBD]. If you are considering purchasing stock with funds you have in an IRA or other retirement account, please promptly call our Stock Information Center for guidance, because these orders require additional processing time.

We invite you to consider this opportunity to share in our future as a FB Bancorp, Inc. stockholder.

Sincerely,

Chris Ferris

President and Chief Executive Officer

This letter is neither an offer to sell nor a solicitation of an offer to buy shares of FB Bancorp, Inc. common stock. The offer is made only by the Prospectus. These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Questions?

Call our Stock Information Center at [TBD]

from [TBD]., Central Time, Monday through Friday, except bank holidays.

M

Dear Friend:

We are writing to tell you of an investment opportunity. Pursuant to a Plan of Conversion, Fidelity Bank will be converting from the mutual (meaning no stockholders) to the stock form of ownership. In connection with the conversion, FB Bancorp, Inc., the proposed holding company of Fidelity Bank, is offering shares of its common stock. Enclosed you will find a Prospectus, a Stock Order Form, and a Q&A Brochure which describe the conversion and the stock offering.

THE STOCK OFFERING

Our records indicate that you were a depositor of Fidelity Bank as of the close of business on December 31, 2022 or March 31, 2024 whose account(s) was closed thereafter. As such, you have a non-transferable right, but no obligation, to purchase shares of FB Bancorp, Inc. common stock during the Subscription Offering before any shares are made available for sale to the general public.

The FB Bancorp, Inc. common stock is being offered at $10.00 per share, and there will be no sales commission charged to purchasers during the stock offering. Please read the enclosed materials carefully. If you are interested in ordering shares of FB Bancorp, Inc. common stock, complete the enclosed Stock Order Form and return it with full payment. You may return your stock order form and payment by (1) overnight delivery to the address indicated on the stock order form for this purpose; (2) in-person delivery to our Stock Information Center located at Fidelity Bank’s Severn location at 2509 Severn Avenue, Metairie, Louisiana; or (3) regular mail using the stock order reply envelope provided. In-person delivery of stock order forms will be accepted only at the Stock Information Center. Stock Order Forms and full payment must be received (not postmarked) before [TBD]., Central Time, on [TBD]. If you are considering purchasing stock with funds you have in an IRA or other retirement account, please promptly call our Stock Information Center for guidance, because these orders require additional processing time.

We invite you to consider this opportunity to share in our future as a FB Bancorp, Inc. stockholder.

Sincerely,

Chris Ferris

President and Chief Executive Officer

This letter is neither an offer to sell nor a solicitation of an offer to buy shares of FB Bancorp, Inc. common stock. The offer is made only by the Prospectus. These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Questions?

Call our Stock Information Center at [TBD]

from [TBD]., Central Time, Monday through Friday, except bank holidays.

F

[FB Bancorp Logo]

Dear Interested Investor:

We are writing to tell you of an investment opportunity. Pursuant to a Plan of Conversion, Fidelity Bank will be converting from the mutual (meaning no stockholders) to the stock form of ownership. In connection with the conversion, FB Bancorp, Inc., the Proposed holding company of Fidelity Bank, is offering shares of its common stock. Enclosed you will find a Prospectus, a Stock Order Form, and a Q&A Brochure which describe the conversion and the stock offering.

THE STOCK OFFERING

The FB Bancorp, Inc. common stock is being offered at $10.00 per share, and there will be no sales commission charged to purchasers during the offering. Please read the enclosed materials carefully. If you are interested in ordering shares of FB Bancorp, Inc. common stock, complete the enclosed Stock Order Form and return it with full payment. You may return your stock order form and payment by (1) overnight delivery to the address indicated on the stock order form for this purpose; (2) in-person delivery to our Stock Information Center located at Fidelity Bank’s Severn location at 2509 Severn Avenue, Metairie, Louisiana; or (3) regular mail using the stock order reply envelope provided. In-person delivery of stock order forms will be accepted only at the Stock Information Center. Stock Order Forms and full payment must be received (not postmarked) before [TBD] p.m., Central Time, on [TBD]. If you are considering purchasing stock with funds you have in an IRA or other retirement account, please promptly call our Stock Information Center for guidance, because these orders require additional processing time.

We invite you to consider this opportunity to share in our future as a FB Bancorp, Inc. stockholder.

Sincerely,

Chris Ferris

President and Chief Executive Officer

This letter is neither an offer to sell nor a solicitation of an offer to buy shares of FB Bancorp, Inc. common stock. The offer is made only by the Prospectus. These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Questions?

Call our Stock Information Center at [TBD]

from [TBD] p.m., Central Time, Monday through Friday, except bank holidays.

C

Dear Sir/Madam:

Performance Trust Capital Partners, LLC, has been retained by FB Bancorp, Inc. as marketing agent in connection with the offering of FB Bancorp, Inc. common stock.

At the request of FB Bancorp, Inc., we are enclosing materials regarding the offering of shares of FB Bancorp, Inc. common stock. Included in this package is a Prospectus describing the stock offering. We encourage you to read the enclosed information carefully, including the “Risk Factors” section of the Prospectus.

Sincerely,

Performance Trust Capital Partners, LLC

This letter is neither an offer to sell nor a solicitation of an offer to buy shares of FB Bancorp, Inc. common stock. The offer is made only by the Prospectus. These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Questions?

Call our Stock Information Center at [TBD]

from [TBD] p.m., Central Time, Monday through Friday, except bank holidays.

D

Questions and Answers

About Our Plan of Conversion

and Related Stock Offering

[FB Bancorp, INC Logo]

This brochure answers questions about our plan of conversion and related stock offering. Investing in shares of common stock involves certain risks. Before making an investment decision, please read the enclosed Prospectus carefully, including the “Risk Factors” section.

GENERAL — THE CONVERSION

Our Board of Directors has determined that the plan of conversion is in the best interests of Fidelity Bank, our customers, and the communities we serve.

Q. What is the plan of conversion?

A. Under our Plan of Conversion (the “Plan”), Fidelity Bank is converting from the mutual to the stock form of ownership.

Under the Plan, Fidelity Bank will convert from the mutual (meaning no stockholders) to the stock form of ownership, through the sale of shares of Fidelity Bancorp, Inc. common stock. Upon completion of the conversion, 100% of the common stock of Fidelity Bancorp, Inc. will be owned by stockholders, and Fidelity Bancorp, Inc. will own 100% of Fidelity Bank. Refer to the Prospectus for further details.

Q. What are the reasons for the conversion and offering?

A. Our primary reasons for converting and raising additional capital through the offering are to:

• increase capital to support future growth and profitability;

• retain and attract qualified personnel by establishing stock-based benefit plans for management and employees; and

• offer our customers and employees an opportunity to purchase an equity interest in Fidelity Bank by purchasing shares of common stock of FB Bancorp.

Q. Will customers notice any change in the day-to-day activities of Fidelity Bank as a result of the conversion and stock offering?

A. No. It will be business as usual. The conversion is an internal change in our corporate structure. There will be no change to our Board of Directors, management, or staff as a result of the conversion.

Q. Will the conversion and stock offering affect customers’ deposit accounts or loans?

A. No. The conversion and stock offering will not affect the balance, rate or terms of deposits or loans, and deposits will continue to be federally insured by the Federal Deposit Insurance Corporation up to the maximum legal limits, without interuption.

THE PROXY VOTE

Although we have received regulatory approval, the Plan is also subject to approval by Fidelity Bank’s depositors.

Q. Why should I vote “FOR” the Plan?

A. Your vote “FOR” the plan is extremely important to us. Each voting depositor of Fidelity Bank received one or more packages containing Proxy Cards and a Proxy Statement describing the Plan. The Plan cannot be implemented without depositor approval.

If you have more than one eligible account, you may have received multiple packages. Please open all packages and vote all Proxy Cards sent to you.

Voting does not obligate you to purchase common stock during the stock offering.

Q. Who is eligible to vote on the Plan?

A. Fidelity Bank depositors as of the close of business on [TBD] are entitled to vote (provided that they continue to be depositors as of the date of the Special Meeting).

Q. What happens if I don’t vote?

A. Your vote is very important. Not voting the Proxy Cards you receive will have the same effect as voting “AGAINST” the Plan. Without sufficient favorable votes, we cannot proceed with the conversion and related stock offering.

Q. How do I vote?

A. You may cast your vote immediately by following the telephone or Internet voting instructions on the Proxy Card, or if you prefer, mark your vote, sign each Proxy Card, and return the card(s) in the enclosed Proxy Reply Envelope. You may also deliver your signed proxy card(s) to any Fidelity Bank office during normal banking hours. PLEASE VOTE PROMPTLY. NOT VOTING HAS THE SAME EFFECT AS VOTING “AGAINST” THE PLAN. Telephone and Internet voting are available 24 hours a day.

Q. How many votes are available to me?

A. Depositors at the close of business on [TBD] are entitled to one vote for each $100 or fraction thereof on deposit. However, no depositor may cast more than 500 votes. For security purposes, Proxy Cards are not imprinted with your number of votes; however, votes will be automatically tallied by computer.

Q. Why did I receive more than one Proxy Card?

A. If you had more than one deposit account on [TBD], you may have received more than one Proxy Card, depending on the ownership structure of your accounts. There are no duplicate cards — please promptly vote all of the Proxy Cards sent to you.

Q. More than one name appears on my Proxy Card. Who must sign?

A. The name(s) reflect the title of your deposit account(s). Proxy Cards for joint accounts require the signature of only one of the account holders. Proxy Cards for trust or custodian accounts must be signed by the trustee or the custodian, not the listed beneficiary.

THE STOCK OFFERING AND

PURCHASING SHARES

Q. How many shares are being offered and at what price?

A. FB Bancorp, Inc. is offering for sale between 12,750,000 and 17,250,000 shares of common stock at $10.00 per share, subject to increase to 19,837,500 shares. No sales commission will be charged to purchasers.

Q. Who is eligible to purchase stock during the stock offering?

A. Pursuant to our Plan, non-transferable rights to subscribe for shares of FB Bancorp, Inc. common stock in the Subscription Offering have been granted in the following descending order of priority:

Priority #1 — Depositors of Fidelity Bank with aggregate balances of at least $50 at the close of business on December 31, 2022;

Priority #2 — Our tax-qualified employee benefit plans;

Priority #3 — Depositors of Fidelity Bank with aggregate balances of at least $50 at the close of business on March 31, 2024; and

Priority #4 — Depositors of Fidelity Bank at the close of business on [TBD].

Shares not sold in the Subscription Offering may be offered for sale to the general public through a community offering with a preference given first to residents of the communities served by Fidelity Bank.

Q. I am eligible to subscribe for shares of common stock in the Subscription Offering but am not interested in investing. May I allow someone else to use my Stock Order Form to take advantage of my priority rights?

A. No. Subscription rights are non-transferable! Only those persons eligible to subscribe in the Subscription Offering, as listed above, may purchase shares in the Subscription Offering. Subject to limited exceptions, to preserve subscription rights, the shares may only be registered in the name(s) of eligible account holder(s). On occasion, unscrupulous people may attempt to persuade account holders to transfer subscription rights, or to purchase shares in the offering based on an understanding that the shares will be subsequently transferred to others. Participation in such schemes is against the law and may subject involved parties to prosecution. If you become aware of any such activities, please notify our Stock Information Center promptly so that we can take the necessary steps to protect our eligible account holders’ subscription rights in the offering.

Q. How may I buy shares during the Subscription Offering?

A. Shares can be purchased by completing a Stock Order Form and returning it, with full payment, so that it is received (not postmarked) before the offering deadline. You may return your stock order form and payment by (1) overnight delivery to the address indicated on the stock order form for this purpose; (2) in-person delivery to our Stock Information Center located at Fidelity Bank’s Severn location at 2509 Severn Avenue, Metairie, Louisiana; or (3) regular mail using the stock order reply envelope provided. In-person delivery of stock order forms will be accepted only at the Stock Information Center. Please do not mail Stock Order Forms to Fidelity Bank’s offices.

Q. What is the deadline for purchasing shares?

A. To purchase shares in the Subscription Offering, you must deliver a properly completed, signed Stock Order Form, with full payment, so that it is received (not postmarked) before [TBD] p.m., Central Time, on [TBD]. Acceptable methods for delivery of Stock Order Forms are described above.

Q. How may I pay for the shares?

A. Payment for shares can be remitted in two ways:

(1) By personal check, bank check or money order, payable to FB Bancorp, Inc. All checks will be deposited upon receipt. We cannot accept wires or third party checks. Fidelity Bank line of credit checks may not be remitted for this purchase. Please do not mail cash!

(2) By authorized deposit account withdrawal of funds from your Fidelity Bank deposit account(s). The Stock Order Form section titled “Method of Payment — Deposit Account Withdrawal” allows you to list the account number(s) and amount(s) to be withdrawn. Funds for withdrawal must be in the account(s) at the time the Stock Order Form is received. You may not authorize withdrawal from accounts with check-writing privileges. Please submit a check instead. If you request withdrawal from such accounts, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and we will immediately withdraw the amount from your checking account(s). Also, IRA or other retirement accounts held at Fidelity Bank may not be listed for withdrawal. See information on retirement accounts below.

Q. Will I earn interest on my funds?

A. Yes. If you pay by personal check, bank check or money order, you will earn interest at 0.05% per annum from the date your payment is processed until the completion of the conversion and offering. At that time, you will be issued a check for interest earned on these funds. If you pay for shares by authorizing withdrawal from your deposit account(s), your funds will continue earning interest within the account at the contractual rate. The interest will remain in your account(s) when the designated withdrawal is made, upon completion of the conversion and offering.

Q. How many shares may I subscribe for?

A. The minimum order is 25 shares ($250). The maximum number of shares that may be purchased by a person or group of persons exercising subscription rights through a single deposit account held jointly is 70,000 ($700,000). Additionally, no person or entity together with any associate or group of persons acting in concert may purchase more than 120,000 shares ($1,200,000) in all categories of the offering combined.

More detail on purchase limits, including the definition of “associate” and “acting in concert” can be found in the Prospectus section entitled “The Conversion and Offering — Additional Limitations on Common Stock Purchases.”

Q. May I use my Fidelity Bank individual retirement account (“IRA”) to purchase shares?

A. It is possible to use funds currently held in retirement accounts with Fidelity Bank. However, before you place your stock order, the funds you wish to use must be transferred to a self-directed retirement account maintained by an independent trustee or custodian, such as a brokerage firm. If you are interested in using IRA or any other retirement funds held at Fidelity Bank or elsewhere, please call our Stock Information Center as soon as possible for guidance, but preferably at least two weeks before the [TBD] offering deadline. Your ability to use such funds for this purchase may depend on time constraints, because this type of purchase requires additional processing time, and may be subject to limitations imposed by the institution where the funds are held.

Q. Can I subscribe for shares and add someone who is not on my accounts to my stock registration?

A. No.

Q. May I use a loan from Fidelity Bank to pay for shares?

A. No. Fidelity Bank, by regulation, may not extend a loan for the purchase of Fidelity Bancorp, Inc. common stock during the offering. Similarly, you may not use existing Fidelity Bank line of credit checks to purchase stock during the offering.

Q. May I change my mind after I place an order to subscribe for stock?

A. No. After receipt, your executed Stock Order Form cannot be modified or revoked without our consent, unless the offering is terminated or is extended beyond [TBD], or the number of shares of common stock to be sold is increased to more than 19,837,500 shares or decreased to less than 12,750,000 shares.

Q. Are directors and executive officers of Fidelity Bank planning to purchase stock?

A. Yes! Directors and executive officers, together with their associates, are expected to subscribe for an aggregate of 401,500 shares ($4,015,000).

Q. Will the stock be insured?

A. No. Like any common stock, FB Bancorp, Inc. common stock will not be insured.

Q. Will dividends be paid on the stock?

A. Following completion of the stock offering, our board of directors will have the authority to declare dividends on our shares of common stock, subject to statutory and regulatory requirements. However, no decision has been made with respect to the amount, if any, and timing of any dividend payments. We cannot assure you that we will pay dividends in the future, or, if dividends are paid, that any such dividends will not be reduced or eliminated in the future.

Q. How will FB Bancorp, Inc. shares trade?

A. Upon completion of the conversion and offering, FB Bancorp, Inc. shares will trade on the Nasdaq Capital Market under the symbol “FBLA.” Once the shares have begun trading, you may contact a brokerage or other firm offering investment services in order to buy or sell shares in the future.

Q. If I purchase shares during the offering, when will I receive my shares?

A. All shares of FB Bancorp, Inc. common stock sold in the stock offering will be issued in book-entry form on the books of our transfer agent, through the Direct Registration System. Paper stock certificates will not be issued. As soon as practicable after completion of the offering, our transfer agent will send, by first class mail, a statement reflecting your stock ownership.

Although the shares of FB Bancorp, Inc. common stock will have begun trading, brokerage firms may require that you have received your stock ownership statement prior to selling your shares.

Your ability to sell the shares of common stock prior to your receipt of this statement will depend on arrangements you may make with a brokerage firm.

WHERE TO GET MORE INFORMATION

Q. How can I get more information?

A. For more information, refer to the enclosed Prospectus or call our Stock Information Center at [TBD] from [TBD] p.m., Central Time, Monday through Friday. The Stock Information Center is not open on bank holidays.

This brochure is neither an offer to sell nor a solicitation of an offer to buy shares of FB Bancorp, Inc. common stock. The offer is made only by the Prospectus. These securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other government agency.

Dear Valued Depositor,

As a follow-up to our recent mailing regarding our plan of conversion (the “Plan”) and related common stock offering, WE URGE YOU TO VOTE ALL OF YOUR PROXY CARDS TODAY. If you have already voted your proxy card(s) from our initial outreach, thank you! You do not need to vote again and can disregard this mailing. If you’re not sure you voted all of your proxy cards, we have enclosed duplicate cards for all members of your household. Please note that you may have received more than one proxy card and/or more than one mailing depending on the structure of your accounts. If you are unsure if you have voted all your eligible votes, please vote all the cards provided. The tabulation system will not double count your votes.

The easiest and most cost-effective way to vote is online at [TBD]. Have your unique control numbers handy from the provided proxy card(s). You will be prompted to enter the control number to vote. You may also vote by phone by calling [TBD], or by mailing in your paper cards with the supplied business reply envelope. Lastly, you may deliver your signed proxy card(s) in-person at any Fidelity Bank office.

Please be assured that the conversion will not affect your accounts, FDIC insurance, or how you access services from Fidelity Bank. Only our corporate structure will change. Your account numbers and account statements will remain the same, and you’ll still work with the same friendly staff you know at the same branch locations. Further, we will continue to offer the same products and extensive range of services you have come to expect.

If you have any questions about voting or other matters related to the Plan or stock offering, please call our Information Center at [TBD].

We appreciate your support and encourage you to vote “FOR” the Plan of Conversion. Please understand that not voting has the same effect as voting against the Plan of Conversion. Thank you for your support.

Sincerely,

Chris Ferris

President and Chief Executive Officer

PG1

PLEASE VOTE

THE ENCLOSED PROXY CARD!

If you have not yet voted the Proxy Card(s) we recently mailed

to you in a large white package,

please vote the enclosed replacement Proxy Card.

You may cast your vote immediately by following the telephone or Internet voting instructions on the Proxy Card, or if you prefer, mark your vote, sign each Proxy Card, and return the card(s) in the enclosed Proxy Reply Envelope. You may also deliver your signed proxy card(s) in person to any Fidelity Bank office.

PLEASE JOIN YOUR BOARD OF DIRECTORS IN VOTING

“FOR” THE PLAN OF CONVERSION.

Not Voting has the same effect as voting

“Against” the Plan of Conversion.

Voting does not obligate you to purchase

Common Stock during the Offering.

THE PLAN OF CONVERSION WILL

NOT RESULT IN CHANGES TO BANK STAFF, MANAGEMENT

OR YOUR DEPOSIT ACCOUNTS OR LOANS. DEPOSIT

ACCOUNTS WILL CONTINUE TO BE INSURED BY THE FDIC,

UP TO THE MAXIMUM LEGAL LIMITS, WITHOUT INTERUPTION.

If you receive more than one of these reminder mailings,

please vote each Proxy Card received.

QUESTIONS?

Please call our Information Center at [TBD]

from [TBD] p.m., Central Time, Monday through Friday, except bank holidays.

PG2

EX-99.5

Exhibit 99.5

STOCK ORDER FORM	For Internal Use Only
SEND OVERNIGHT [FB Bancorp, Inc Logo] PACKAGES TO: Fidelity Bank Stock Information Center 2509 Severn Avenue Metairie, LA 70002 [TBD]	BATCH #         ORDER #         PRIORITY#         REC’D                    CHECK
	ORDER DEADLINE & DELIVERY: A Stock Order Form, properly completed and with full payment, must be received (not postmarked) before [TBD] p.m., Central Time, on [TBD]. Subscription rights will become void after the deadline. Stock Order Forms can be delivered by overnight or in-person delivery to the Stock Information Center address on this form or by using the enclosed Stock Order Reply Envelope. In-person delivery of stock order forms will be accepted only at the Stock Information Center. Do not deliver this form to any other location. Do not mail Stock Order Forms to Fidelity Bank offices. Faxes or copies of this form may not be accepted. Fidelity Bank reserves the right to reject improperly completed stock order forms. PLEASE PRINT clearly, and complete all areas. Read the enclosed stock order form instructions as you complete this form.

PLEASE PRINT CLEARLY AND COMPLETE ALL APPLICABLE SHADED AREAS. READ THE ENCLOSED STOCK ORDER FORM INSTRUCTIONS (BLUE SHEET) AS YOU COMPLETE THIS FORM.

(1) NUMBER OF SHARES	SUBSCRIPTION PRICE PER SHARE		(2) TOTAL PAYMENT DUE
	×  $10.00  =	$
Minimum Number of Shares: 25 ($250). Maximum Number of Shares: 70,000 ($700,000). See Stock Order Form Instructions for more information regarding maximum number of shares.
(3) METHOD OF PAYMENT – CHECK OR MONEY ORDER
Enclosed is a personal check, bank check or money order made payable to FB Bancorp, Inc. in the amount of:		$
Wire transfers and third party checks will not be accepted for this purchase. Checks and money orders will be cashed upon receipt.

(4) METHOD OF PAYMENT – DEPOSIT ACCOUNT WITHDRAWAL The undersigned authorizes withdrawal from the Fidelity Bank deposit account(s) listed below. There will be no early withdrawal penalty applicable for funds authorized on this form. Funds for withdrawal must be in the listed account(s) at the time this form is received. IRA and other retirement accounts and accounts with check-writing privileges may NOT be listed for withdrawal below.
For Internal Use Only	Deposit Account Number	Withdrawal Amount(s)
		$
		$
	Total Withdrawal Amount	$

ATTACH A SEPARATE PAGE IF ADDITIONAL SPACE IS NEEDED.

(5) PURCHASER INFORMATION

Subscription Offering. Check the one box that applies, as of the earliest eligibility date, to the

purchaser(s) listed in Section 9.

a.   Depositors of Fidelity Bank with aggregate balances of at least $50 at the close of business on December 31, 2022

b.   Depositors of Fidelity Bank with aggregate balances of at least $50 at the close of business on March 31, 2024

c.    Depositors of Fidelity Bank at the close of business on [TBD]

Community Offering. If (a), (b) or (c) above do not apply to the purchaser(s) listed in Section 9, check the first box that applies to this order:

d.   You are a resident of Ascension, Caddo, East Baton Rouge, Jefferson, Lafayette, Orleans, St. Tammany or Tangipahoa Parish in Louisiana.

e.   You are placing an order in the Community Offering, but (d) above does not apply.

ACCOUNT INFORMATION – SUBSCRIPTION OFFERING
If you checked box (a), (b) or (c) under “Purchaser Information,” please provide the following information as of the eligibility date under which purchaser(s) listed in Section 9 below qualify in the Subscription Offering:
Name(s) on Account	Account Number
NOTE: NOT LISTING ALL ELIGIBLE ACCOUNTS, OR PROVIDING INCORRECT OR INCOMPLETE INFORMATION, COULD RESULT IN THE LOSS OF ALL OR PART OF ANY SHARE ALLOCATION. ATTACH A SEPARATE PAGE IF ADDITIONAL SPACE IS NEEDED.

(6) MANAGEMENT Check if you are a Fidelity Bank or FB Bancorp, Inc.

 Director    Officer    Employee    Immediate family member, as defined in the Stock Order Form Instructions

(7) MAXIMUM PURCHASER IDENTIFICATION

Check here if you, individually or together with others (see Section 8), are subscribing in the Subscription Offering for the maximum purchase allowed and are interested in purchasing more shares if the maximum purchase limitation(s) is/are increased. If you do not check the box, you will not be contacted and resolicited in the event the maximum purchase limitations are increased.

(8) ASSOCIATES/ACTING IN CONCERT

Check here if you, or any associate or persons acting in concert with you, have submitted other orders for shares in the Offering. If you check the box, list below all other orders submitted by you or your associates or by persons acting in concert with you. (“Associate” and “Acting in Concert” defined on reverse side of this form)

Name(s) listed in Section 9 on other Stock Order Forms Number of Shares Name(s) listed in Section 9 on other Stock Order Forms Number of Shares

(9) STOCK REGISTRATION The name(s) and address that you provide below will be reflected on your ownership statement, and will be used for other communications related to this order. Please PRINT clearly and use full first and last name(s), not initials. If purchasing in the Subscription Offering, you may not add the name(s) of others whose names are not also listed on your qualifying accounts. See Stock Order Form Instructions for further guidance.

Individual	Tenants in Common	Uniform Transfers to Minors Act (for reporting SSN, use minor’s)			FOR TRUSTEE/BROKER USE ONLY:
Joint Tenants	Corporation	Partnership	Trust – Under Agreement Dated	Other	IRA (SSN of Beneficial Owner)      -     -

First Name, Middle Initial, Last Name				Reporting SSN/Tax ID No.
First Name, Middle Initial, Last Name				Secondary SSN/Tax ID No.
Street				Phone # (DAY)
City	State	Zip	County (Important)	Phone # (NIGHT)

(10) ACKNOWLEDGMENT, CERTIFICATION AND SIGNATURE(S)
I understand that, to be effective, this form, properly completed, together with full payment, must be received no later than [TBD] p.m., Central Time, on [TBD] otherwise this form and all subscription rights will be void. (continued on reverse side of this form)
ORDER NOT VALID UNLESS SIGNED				Bank Use
ONE SIGNATURE REQUIRED, UNLESS SECTION 4 OF THIS FORM INCLUDES ACCOUNTS REQUIRING MORE THAN ONE SIGNATURE TO AUTHORIZE WITHDRAWAL. IF SIGNING AS A CUSTODIAN, TRUSTEE, CORPORATE OFFICER, ETC., PLEASE INCLUDE YOUR FULL TITLE.
Signature (title, if applicable)	Date	Signature (title, if applicable)	Date

STOCK ORDER FORM – SIDE 2

(8) ASSOCIATES/ACTING IN CONCERT (continued from front of Stock Order Form)

Associate – The term “associate” of a person means:

(1) any corporation or organization, other than FB Bancorp, Inc. or Fidelity Bank or a majority-owned subsidiary of either of these entities, of which the person is a senior officer, partner or beneficially owns, directly or indirectly, 10% or more of any class of equity securities of the corporation or organization;

(2) any trust or other estate in which the person has a substantial beneficial interest or serves as a trustee or in a fiduciary capacity, excluding any employee stock benefit plan in which the person has a substantial beneficial interest or serves as trustee or in a similar fiduciary capacity; and

(3) any blood or marriage relative of the person, who either lives in the same house as the person or who is a director or senior officer of FB Bancorp, Inc. or Fidelity Bank.

Acting in Concert – The term “acting in concert” means:

(1) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement; or

(2) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise.

In general, a person or company that acts in concert with another person or company (“other party”) shall also be deemed to be acting in concert with any person or company who is also acting in concert with that other party, except that any tax-qualified employee plan will not be deemed to be acting in concert with its trustee or a person who serves in a similar capacity solely for the purpose of determining whether stock held by the trustee and stock held by the employee plan will be aggregated.

Our directors are not treated as associates of each other solely because of their membership on the Board of Directors. We have the right to determine, in our sole discretion, whether prospective purchasers are associates or acting in concert. Persons having joint accounts, the same address, or exercising subscription rights through qualifying accounts registered to the same address at any of the eligibility dates will be assumed to be associates of, and acting in concert with, each other.

Please see the Prospectus section entitled “The Conversion and Offering — Additional Limitations on Common Stock Purchases” for more information on purchase limitations.

(10) ACKNOWLEDGMENT, CERTIFICATION, AND SIGNATURE(S) (continued from front of Stock Order Form)

I agree that, after receipt by FB Bancorp, Inc., this Stock Order Form may not be modified or canceled without FB Bancorp, Inc.’s consent, and that if withdrawal from a deposit account has been authorized, the authorized amount will not otherwise be available for withdrawal. Under penalty of perjury, I certify that (1) the Social Security or Tax ID information and all other information provided hereon are true, correct and complete, (2) I am purchasing shares solely for my own account and that there is no agreement or understanding regarding the sale or transfer of such shares, or my right to subscribe for shares, and (3) I am not subject to backup withholding tax [cross out (3) if you have been notified by the IRS that you are subject to backup withholding]. I acknowledge that my order does not conflict with the overall purchase limitation of [TBD] in all categories of the offering combined, for any person or entity, together with any associate or group of persons acting in concert, as set forth in the Plan of Conversion and Reorganization and the Prospectus dated [TBD].

Subscription rights pertain to those eligible to subscribe in the Subscription Offering. Subscription rights are only exercisable by completing and submitting a Stock Order Form, with full payment for the shares subscribed for. Federal regulations prohibit any person from transferring or entering into any agreement directly or indirectly to transfer the legal or beneficial ownership of subscription rights, or the underlying securities, to the account of another.

I ACKNOWLEDGE THAT THE SHARES OF COMMON STOCK ARE NOT DEPOSITS OR ACCOUNTS AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. If anyone asserts that this security is Federally insured or guaranteed, or is as safe as an insured deposit, I should call the FDIC.

I further certify that, before subscribing for shares of the common stock of FB Bancorp, Inc., I received the Prospectus dated [TBD], and I have read the terms and conditions described in the Prospectus, including disclosure concerning the nature of the security being offered and the risks involved in the investment, in the “Risk Factors” section, beginning on page [TBD]. Risks include, but are not limited to the following:

[TBD]

By executing this form, the investor is not waiving any rights under federal or state securities laws, including the Securities Act of 1933 and the Securities Exchange Act of 1934.

FB BANCORP, INC.

STOCK INFORMATION CENTER: [TBD]

STOCK ORDER FORM INSTRUCTIONS – SIDE 1

Sections (1) and (2) – Number of Shares and Total Payment Due. Indicate the Number of Shares that you wish to subscribe for and the Total Payment Due. Calculate the Total Payment Due by multiplying the Number of Shares by the $10.00 price per share. The minimum purchase is 25 shares ($250). The maximum allowable purchase by a person, entity or group of persons through a single account is 70,000 ($700,000). Further, no person or entity together with any associate or group of persons acting in concert may purchase more than 120,000 shares ($1,200,000) in all categories of the offering combined. Please see the Prospectus section entitled “The Conversion and Offering – Additional Limitations on Common Stock Purchases” for more specific information. By signing this form, you are certifying that your order does not conflict with these purchase limitations.

Section (3) – Method of Payment – Check or Money Order. Payment may be made by including with this form a personal check, bank check or money order made payable directly to FB Bancorp, Inc. Checks will be deposited upon receipt. Funds remitted by personal check must be available when your Stock Order Form is received. Indicate the amount remitted. Interest will be calculated at 0.05% per annum from the date payment is processed until the offering is completed, at which time a subscriber will be issued a check for interest earned. Please do not remit cash, a Fidelity Bank line of credit check, wire transfers or third party checks for this purchase.

Section (4) – Method of Payment – Deposit Account Withdrawal. Payment may be made by authorizing a withdrawal from your Fidelity Bank deposit account(s). Indicate the account number(s) and the amount(s) you wish withdrawn. Attach a separate page, if necessary. Funds designated for withdrawal must be available at the time this Stock Order Form is received. Upon receipt of this order, we will place a hold on the amount(s) designated by you – the funds will be unavailable to you for withdrawal thereafter. The funds will continue to earn interest within the account(s) at the contractual rate. The interest will remain in the accounts when the designated withdrawal is made, at the completion of the offering. There will be no early withdrawal penalty for withdrawal from a Fidelity Bank certificate of deposit (CD) account. Note that you may NOT designate accounts with check-writing privileges. Please submit a check instead. If you request withdrawal from such accounts, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and we will immediately withdraw the amount from your checking account(s). Additionally, you may not designate withdrawal from an IRA or other retirement account. For guidance on using retirement funds, whether held at Fidelity Bank or elsewhere, please contact the Stock Information Center as soon as possible – preferably at least two weeks before the [TBD] offering deadline. See the Prospectus section entitled “The Conversion and Offering – Procedure for Purchasing Shares in the Subscription and Community Offerings – Using Individual Retirement Account Funds.” Your ability to use retirement account funds to purchase shares cannot be guaranteed and depends on various factors, including timing constraints and the institution where those funds are currently held.

Section (5) – Purchaser Information. Please check the one box that applies to the purchaser(s) listed in Section 9 of this form. Purchase priorities in the Subscription Offering are based on eligibility dates. Boxes (a), (b) and (c) refer to the Subscription Offering. Please list all Fidelity Bank deposit account numbers that the purchaser(s) had ownership in as of the applicable eligibility date. Include all forms of account ownership (e.g. individual, joint, IRA, etc.). If ordering shares for a minor, list only the minor’s eligible accounts. If ordering shares for a corporation or partnership, list only that entity’s eligible accounts. Attach a separate page, if necessary. Failure to complete this section, or providing incorrect or incomplete information, could result in a loss of part or all of your share allocation in the event of an oversubscription.

See the Prospectus section entitled “The Conversion and Offering” for further details about the Subscription Offering.

Section (6) – Management. Check the box if you are a Fidelity Bank or FB Bancorp, Inc. director, officer or employee, or a member of their immediate family. Immediate family includes spouse, parents, siblings and children who live in the same house as the director, officer or employee.

Section (7) – Maximum Purchaser Identification. Check the box, if applicable. Failure to check the box will result in you not receiving notification in the event the maximum purchase limit(s) is/are increased. If you checked the box but have not subscribed for the maximum amount in the Subscription Offering, you will not receive this notification.

Section (8) – Associates/Acting in Concert. Check the box, if applicable, and provide the requested information. Attach a separate page if necessary.

Section (9) – Stock Registration. Clearly PRINT the name(s) in which you want the shares registered and the mailing address for all correspondence related to your order, including a stock ownership statement. Each Stock Order Form will generate one stock ownership statement, subject to the stock allocation provisions described in the Prospectus. IMPORTANT: Subscription rights are non-transferable. When placing an order in the Subscription Offering, you may not add the names of others whose names are not also listed on your qualifying deposit accounts. A Social Security or Tax ID Number must be provided. The first number listed will be identified with the stock for tax reporting purposes. Listing at least one phone number is important in the event we need to contact you about this form. NOTE FOR FINRA MEMBERS. If you are a member of the Financial Industry Regulatory Authority (“FINRA”), or a person affiliated or associated with a FINRA member, you may have additional reporting requirements. Please report this subscription in writing to the applicable department of the FINRA member firm within one day of payment thereof.

(over)  

FB BANCORP, INC.

STOCK INFORMATION CENTER: [TBD]

STOCK ORDER FORM INSTRUCTIONS – SIDE 2

Form of Stock Ownership. For reasons of clarity and standardization, the stock transfer industry has developed uniform stockholder registrations for issuance of stock ownership statements. Beneficiaries may not be named on stock registrations. If you have any questions on wills, estates, beneficiaries, etc., please consult your legal advisor. When registering stock, do not use two initials – use the full first name, middle initial and last name. Omit words that do not affect ownership such as “Dr.” or “Mrs.” Check the one box that applies.

Buying Stock Individually – Used when shares are registered in the name of only one owner. To qualify in the Subscription Offering, the individual named in Section 9 of the Stock Order Form must have had an eligible deposit account at Fidelity Bank at the close of business on one of the dates identified in section 5 of the stock order form.

Buying Stock Jointly – To qualify in the Subscription Offering, the persons named in Section 9 of the Stock Order Form must have had an eligible deposit account at Fidelity Bank at the close of business on one of the dates identified in section 5 of the stock order form.

Joint Tenants – May be specified to identify two or more owners where ownership is intended to pass automatically to the surviving tenant(s). All owners must agree to the sale of shares.

Tenants in Common – May be specified to identify two or more owners where, upon the death of one co-tenant, ownership of the stock will be held by the surviving co-tenant(s) and by the heirs of the deceased co-tenant. All owners must agree to the sale of shares.

Buying Stock for a Minor – Shares may be held in the name of a custodian for a minor under the Uniform Transfer to Minors Act. To qualify in the Subscription Offering, the minor (not the custodian) named in Section 9 of the Stock Order Form must have had an eligible deposit account at Fidelity Bank at the close of business on one of the dates identified in section 5 of the stock order form.

The standard abbreviation for custodian is “CUST.” The Uniform Transfer to Minors Act is “UTMA.” Include the state abbreviation. For example, stock held by John Smith as custodian for Susan Smith under the Maryland Uniform Transfer to Minors Act should be registered as John Smith CUST Susan Smith UTMA-LA (list only the minor’s social security number).

Buying Stock for a Corporation/Partnership – On the first name line indicate the name of the corporation or partnership and indicate the entity’s Tax ID Number for reporting purposes. To qualify in the Subscription Offering, the corporation or partnership named in Section 9 of the Stock Order Form must have had an eligible deposit account at Fidelity Bank at the close of business on one of the dates identified in section 5 of the stock order form.

Buying Stock in a Trust/Fiduciary Capacity – Indicate the name of the fiduciary and the capacity under which the fiduciary is acting (for example, “Executor”), or name of the trust, the trustees and the date of the trust. Indicate the Tax ID Number to be used for reporting purposes. To qualify in the Subscription Offering, the entity named in Section 9 of the Stock Order Form must have had an eligible deposit account at Fidelity Bank at the close of business on one of the dates identified in section 5 of the stock order form.

Buying Stock in a Self-Directed IRA (for trustee/broker use only) – Registration should reflect the custodian or trustee firm’s registration requirements. For example, on the first name line, indicate the name of the brokerage firm, followed by CUST or TRUSTEE. On the second name line, indicate the name of the beneficial owner (for example, “FBO John SMITH IRA”). You can indicate an account number or other underlying information and the custodian or trustee firm’s address and department to which all correspondence should be mailed related to this order, including a stock ownership statement. Indicate the TAX ID Number under which the IRA account should be reported for tax purposes. Also provide the SSN of the beneficial owner of the IRA where indicated.

Section (10) – Acknowledgment, Certification and Signature(s). Sign and date the Stock Order Form where indicated. Before you sign, please carefully review the information you provided and read the acknowledgment. Verify that you have printed clearly and completed all applicable shaded areas on the Stock Order Form. Only one signature is required, unless any account listed in Section 4 requires more than one signature to authorize a withdrawal.

Please review the Prospectus carefully before making an investment decision. Deliver your completed Stock Order Form, with full payment or deposit account withdrawal authorization, so that it is received (not postmarked) before [TBD] p.m., Central Time, on [TBD]. Stock Order Forms can be delivered by overnight or in-person delivery to the Stock Information Center address provided on the Stock Order Form or by using the enclosed Stock Order Reply Envelope. In-person delivered stock order forms will only be accepted at the Stock Information Center. Do not deliver this form to any other location. Do not mail Stock Order Forms to Fidelity Bank offices. Faxes or copies of this form may not be accepted. FB Bancorp, Inc. reserves the right to reject improperly completed stock order forms.

OVERNIGHT DELIVERY can be made to the Stock Information Center address provided on the front of the Stock Order Form.

QUESTIONS? Call our Stock Information Center, at [TBD], from [TBD] p.m., Central Time, Monday through Friday. The Stock Information Center is not open on bank holidays.

EX-99.6

Exhibit 99.6

Board of Directors

February 28, 2024

The Boards of Directors

Fidelity Bank

FB BANCORP, INC.

353 Carondelet Street

New Orleans, LA 70130

Re:

Plan of Conversion

FB BANCORP, INC.

Members of the Boards of Directors:

All capitalized terms not otherwise defined in this letter have the meanings given such terms in the Plan of Conversion (the “Plan”) adopted by the Boards of Directors of Fidelity Bank (the “Bank”). The Plan provides for the conversion of the Bank into the full stock form of organization. Pursuant to the Plan, FB BANCORP, INC. (the “Company”), a newly formed corporation will be organized and will sell shares of common stock in a public offering. When the conversion is completed, all of the capital stock of Fidelity Bank will be owned by the Company and all of the common stock of the Company will be owned by public stockholders.

We understand that in accordance with the Plan, depositors will receive rights in a liquidation account maintained by the Company representing the amount of the Company’s ownership interest in the Bank equity as of the date of the latest statement of financial condition used in the prospectus plus (ii) the value of the net assets of the Bank as of the date of the latest statement of financial condition of the Bank prior to the consummation of the conversion. The Company shall continue to hold the liquidation account for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders, if applicable, who continue to maintain deposits in Fidelity Bank. The liquidation account is designed to provide payments to depositors of their liquidation interests in the event of liquidation of Fidelity Bank (or the Company and Fidelity Bank).

In the unlikely event that either Fidelity Bank (or the Company and Fidelity Bank) were to liquidate after the conversion (including, a liquidation of Fidelity Bank following a purchase and assumption transaction with a credit union acquiror), all claims of creditors, including those of depositors, would be paid first, followed by distribution to depositors as of February 28, 2024. Also, in a complete liquidation of both entities, or of Fidelity Bank, when the Company has insufficient assets (other than the stock of Fidelity Bank), or of Fidelity Bank following a purchase and assumption transaction with a credit union acquiror, to fund the liquidation account distribution due to Eligible Account Holders and Supplemental Eligible Account Holders, if applicable, and Fidelity Bank has positive net worth, Fidelity Bank shall immediately make a distribution to fund the Company’s remaining obligations under the liquidation account. The Plan further provides that if the Company is completely liquidated or sold apart from a sale or liquidation of Fidelity Bank, then the rights of Eligible Account Holders and Supplemental Eligible Account Holders, if applicable, in the liquidation account maintained by the Company shall be surrendered and treated as a liquidation account in Fidelity Bank, the bank liquidation account and depositors shall have an equivalent interest in such bank liquidation account, subject to the same rights and terms as the liquidation account.

46 East Main Street • Suite 303 • Somerville, NJ 08876 • 908.234.9398 • www.finprocapitaladvisors.com

FinPro Capital Advisors, Inc. (Member FINRA/SIPC) is a wholly owned subsidiary of FinPro, Inc.

Based upon our review of the Plan and our observations that the liquidation rights become payable only upon the unlikely event of the liquidation of Fidelity Bank (or the Company and Fidelity Bank), that liquidation rights in the Company automatically transfer to Fidelity Bank in the event the Company is completely liquidated or sold apart from a sale or liquidation of Fidelity Bank, and that after two years from the date of conversion and upon written request of the FRB, the Company will transfer the liquidation account and depositors’ interest in such account to Fidelity Bank and the liquidation account shall thereupon become the liquidation account of Fidelity Bank no longer subject to the Company’s creditors, we are of the belief that: the benefit provided by the Fidelity Bank liquidation account supporting the payment of the liquidation account in the event the Company lacks sufficient net assets or following a purchase and assumption transaction with a credit union acquiror does not have any economic value at the time of the transactions contemplated in the first and second paragraphs above. We note that we have not undertaken any independent investigation of state or federal law or the position of the Internal Revenue Service with respect to this issue.

Sincerely,

FinPro Capital Advisors

46 East Main Street • Suite 303 • Somerville, NJ 08876 • 908.234.9398 • www.finprocapitaladvisors.com

FinPro Capital Advisors, Inc. (Member FINRA/SIPC) is a wholly owned subsidiary of FinPro, Inc.

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-1

(Form Type)

FB Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Aggregate Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Fees to be paid	Equity	Common stock, $0.01 par value per share	Rule 457(a)	19,837,500	$10.00	$198,375,000	0.0001476	$29,281
	Other	Participation Interests	Rule 457(h)	3,179,835				(1)
	Total Offering Amounts							$29,281
	Total Fees Previously Paid							$—
	Total Fee Offsets							—
	Net Fee Due							$29,281

(1) The securities of FB Bancorp, Inc. to be purchased by the Fidelity Bank 401(k) Plan are included in the amount shown for common stock. However, pursuant to Rule 457(h) of the Securities Act of 1933, as amended, no separate fee is required for the participation interests. Pursuant to such rule, the amount being registered has been calculated on the basis of the number of shares of common stock that may be purchased with the current assets of such plan.