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Versabank

VERSABANK REPORTS STRONG FIRST QUARTER RESULTS: ACCELERATED U.S. GROWTH DRIVES 31% YEAR-OVER-YEAR INCREASE IN REVENUE, 36% YEAR-OVER-YEAR GROWTH IN NET INCOME, 49% YEAR-OVER-YEAR GROWTH IN ADJUSTED NET INCOME

All amounts are unaudited and in Canadian dollars and are based on financial statements prepared in compliance with International Accounting Standard 34 Interim Financial Reporting, unless otherwise noted. Our first quarter 2026 ("Q1 2026") unaudited Interim Consolidated Financial Statements for the period ended January 31, 2026 and Management's Discussion and Analysis ("MD&A"), are available online at www.versabank.com/investor-relations, SEDAR at www.sedarplus.ca and EDGAR at www.sec.gov/edgar. Supplementary Financial Information will also be available on our website at www.versabank.com/investor-relations.

LONDON, ON , March 3, 2026 /PRNewswire/ - VersaBank (or the "Bank") (TSX: VBNK) (NASDAQ: VBNK), a North American leader in business-to-business digital banking, as well as technology solutions for cybersecurity, today reported its results for the first quarter ended January 31, 2026. All figures are in Canadian dollars unless otherwise stated.

CONSOLIDATED FINANCIAL SUMMARY

(unaudited)



As at or for the three months ended






January 31

October 31


January 31


(thousands of Canadian dollars except per share amounts)

2026

2025

Change

2025

Change

Financial results








Total revenue



$       36,514

$       35,092

4 %

$       27,827

31 %


Cost of funds*


3.14 %

3.15 %

(0 %)

3.84 %

(18 %)


Net interest margin*


2.25 %

2.29 %

(2 %)

2.08 %

8 %


Net interest margin on credit assets*

2.64 %

2.65 %

(0 %)

2.36 %

12 %


Return on average common equity*

8.16 %

3.89 %

110 %

7.02 %

16 %


Adjusted return on average common equity*

8.95 %

7.81 %

15 %

7.02 %

27 %


Net income 



11,069

5,204

113 %

8,143

36 %


Adjusted net income*


12,162

10,549

15 %

8,143

49 %


Net income per common share basic and diluted

0.35

0.16

119 %

0.28

25 %


Adjusted net income per common share basic and diluted*

0.38

0.33

15 %

0.28

36 %

Balance sheet and capital ratios**







Total assets



$   6,146,010

$   5,808,475

6 %

$   4,971,732

24 %


Book value per common share*

16.93

16.67

2 %

16.03

6 %


Common Equity Tier 1 (CET1) capital ratio

12.82 %

12.92 %

(1 %)

14.61 %

(12 %)


Total capital ratio 


15.47 %

15.72 %

(2 %)

17.91 %

(14 %)


Leverage ratio


8.17 %

8.47 %

(4 %)

9.67 %

(16 %)











* See definitions under 'Non-GAAP and Other Financial Measures' in the Q1 2026 Management's Discussion and Analysis.


** Capital management and leverage measures are in accordance with OSFI's Capital Adequacy Requirements and Basel III Accord.

SEGMENTED FINANCIAL SUMMARY – QUARTERLY

(thousands of Canadian dollars)







for the three months ended

January 31, 2026





Digital Banking

Digital Banking

Digital Meteor

DRTC

Eliminations/

Consolidated





Canada

USA



Adjustments


Net interest income


$            27,107

$              6,774

$                     -

$                     -

$                     -

$            33,881

Non-interest income


476

-

528

1,975

(346)

2,633

Total revenue



27,583

6,774

528

1,975

(346)

36,514











Provision for (recovery of) credit losses

681

19

-

-

-

700





26,902

6,755

528

1,975

(346)

35,814











Non-interest expenses:









Salaries and benefits

6,663

1,733

206

1,781

-

10,383


General and administrative

7,378

799

30

506

(346)

8,367


Premises and equipment

925

275

48

548

-

1,796





14,966

2,807

284

2,835

(346)

20,546











Income (loss) before income taxes

11,936

3,948

244

(860)

-

15,268











Income tax provision


3,222

1,142

65

(230)

-

4,199











Net income (loss)


$              8,714

$              2,806

$                 179

$                (630)

$                     -

$            11,069











Total assets



$        5,134,288

$        1,009,961

$            10,535

$            16,139

$           (24,913)

$        6,146,010











Total liabilities



$        4,850,594

$           754,775

$                 517

$            28,263

$           (31,215)

$        5,602,934











for the three months ended

October 31, 2025





Digital Banking

Digital Banking

Digital Meteor

DRTC

Eliminations/

Consolidated





Canada

USA



Adjustments


Net interest income


$            27,399

$              5,234

$                     -

$                     -

$                     -

$            32,633

Non-interest income


250

(15)

673

1,898

(347)

2,459

Total revenue



27,649

5,219

673

1,898

(347)

35,092











Provision for (recovery of) credit losses

1,365

(46)

-

-

-

1,319





26,284

5,265

673

1,898

(347)

33,773











Non-interest expenses:









Salaries and benefits

7,446

1,213

130

1,327

-

10,116


General and administrative

10,941

924

140

143

(347)

11,801


Premises and equipment

929

323

276

426

-

1,954





19,316

2,460

546

1,896

(347)

23,871











Income (loss) before income taxes

6,968

2,805

127

2

-

9,902











Income tax provision


3,840

806

33

19

-

4,698











Net income (loss)


$              3,128

$              1,999

$                   94

$                  (17)

$                     -

$              5,204











Total assets



$        5,050,922

$           759,733

$            10,207

$            24,538

$           (36,925)

$        5,808,475











Total liabilities



$        4,777,508

$           498,822

$              8,006

$            28,319

$           (36,853)

$        5,275,802











for the three months ended

January 31, 2025





Digital Banking

Digital Banking

Digital Meteor

DRTC

Eliminations/

Consolidated





Canada

USA



Adjustments


Net interest income


$            23,685

$              2,039

$                     -

$                     -

$                     -

$            25,724

Non-interest income


125

1

342

1,989

(354)

2,103

Total revenue



23,810

2,040

342

1,989

(354)

27,827











Provision for (recovery of) credit losses

1,033

(9)

-

-

-

1,024





22,777

2,049

342

1,989

(354)

26,803











Non-interest expenses:









Salaries and benefits

5,289

1,164

217

1,944

-

8,614


General and administrative

4,716

597

44

486

(354)

5,489


Premises and equipment

903

109

48

536

-

1,596





10,908

1,870

309

2,966

(354)

15,699











Income (loss) before income taxes

11,869

179

33

(977)

-

11,104











Income tax provision


3,105

76

-

(220)

-

2,961











Net income (loss)


$              8,764

$                 103

$                   33

$                (757)

$                     -

$              8,143











Total assets



$        4,707,062

$           256,627

$            11,236

$            25,340

$           (28,533)

$        4,971,732











Total liabilities



$        4,350,601

$           115,351

$              8,922

$            21,548

$           (45,985)

$        4,450,437











NOTE REGARDING THE CHANGE IN NAME OF "RECEIVABLE PURCHASE PROGRAM" ("RPP") TO "STRUCTURED RECEIVEABLE PROGRAM" ("SRP")

As part of its previously announced Reorganization (see note below), VersaBank has changed the name of its Receivable Purchase Program ("RPP") to Structured Receivable Program ("SRP").  The underlying business model of the SRP has not changed in any way.

MANAGEMENT COMMENTARY

"The first quarter of 2026 saw the acceleration of our Structured Receivable Program, or SRP (previously known as our Receivable Purchase Program) in the United States, which, combined with steady growth in Canada and a strengthened net interest margin, contributed to 31% year-over-year growth in revenue," said David Taylor, Founder and President, VersaBank. "Per our strategy, we are increasingly benefitting from the operating leverage in our business model.  Our investment over the past several years in establishing and ramping up our U.S. business is yielding results in terms of improved operating leverage, with net income up 36% and adjusted net income up 49%, year-over-year.  Notably, adjusted net income grew 15% sequentially."

"After surpassing our fiscal 2025 target, during the first quarter of fiscal 2026 we grew our U.S. SRP 55% sequentially.   Our pace of funding has us firmly on track to achieve our target of growing our US SRP fundings by at least $1 billion in fiscal 2026.  Notably, the efficiency of our U.S. banking operations has already surpassed that of our Canadian banking operations and, with substantially all of our U.S. cost structure in place, will expand meaningfully as we grow our U.S. portfolio."

"In addition to the expected continued strong growth in our core Digital Banking business, we are increasingly encouraged by the opportunity for our Real Bank Tokenized Deposits™ (RBTD™s) as digital assets gain adoption by the mainstream financial industry amidst a favourable regulatory environment.  During the quarter, we continued to advance our RBTD™s towards commercialization, with a specific focus on ensuring we position ourselves to fully capitalize on their specific advantage in the marketplace."  

"The first quarter was also highlighted by our extension of our custody services to the stablecoin market and, subsequent to quarter end, we announced our first customer, Stablecorp Digital Currencies, for which the Bank will serve as the custodian for Stablecorp's QCAD stablecoin -- Canada's first regulatory compliant Canadian-dollar stablecoin. Stablecorp has an impressive list of investors including Coinbase, Circle, DeFiTechnologies and FTP Ventures."

"We continue to make steady progress on our reorganization with the goal of including our shareholder vote on the matter as apart of our annual shareholders meeting in early April, subject to the timing of review of the required filings and approval by the requisite regulators.  We continue to expect the benefits of the reorganization to meaningfully outweigh the investment in the process and allow the Bank to fully capitalize on its US SRP opportunity, as well as our Tokenized Deposit and Stablecoin Custody Services opportunities."

KEY OPERATIONAL DEVELOPMENTS

  • The Bank continued to realize rapid expansion of its credit asset portfolio in the US through the successful ramp up of its SRP. Following the achievement of its first-year target for SRP credit assets and the signing of an agreement with its largest US SRP partner to date at the end of the Q4 2025, the Bank grew its total US SRP credit assets to US$472.0 million at the end of the first quarter of fiscal 2026 and is on pace to achieve its target for additional US SRP fundings in fiscal 2026 of US$1 billion;
  • The Bank enhanced its Canadian Mortgage and Housing Corporation ("CMHC") insured lending program such that the Bank will begin utilizing its Canadian Mortgage Bond ("CMB") Program allocation capacity to invest in CMHC-insured multi-unit residential ("MUR") term mortgages originated by partners who are well-established leaders in the Canadian MUR mortgage industry (the "Mortgage Originator") (the "Enhanced CMHC Program");
  • Following the Canadian federal government's announcement of planned regulation of stablecoins in the 2025 Federal Budget, the Bank initiated collaborations with third-party stablecoin issuers on national bank-based, SOC2 Type 1-certified custody solutions that are consistent with the government's planned regulation for stablecoins in Canada. Subsequent to the end of the first quarter, the Bank announced its first stablecoin custody customer, signing a definitive agreement with Stablecorp Digital Currencies Inc. ("Stablecorp"), a pioneering Canadian digital asset infrastructure company and servicer of the QCAD Digital Trust and whose investors include Coinbase, Circle, DeFiTechnologies and FTP Ventures, under which the Bank will serve as the custodian for Stablecorp's QCAD stablecoin. QCAD recently became Canada's first regulatory compliant Canadian-dollar stablecoin; and,
  • The Bank continued to steadily progress on its Reorganization (see note below) and in support of that Reorganization appointed Nicolas Ospina to the newly created role of Global Chief Financial Officer with responsibility for oversight of the Bank's finance function at the corporate level and John Asma, previously Chief Financial Officer of the Bank, to Executive Vice President with responsibilities for operation and execution of strategy for Canadian Digital Banking operations.

HIGHLIGHTS FOR THE FIRST QUARTER OF FISCAL 2026

Consolidated (Canadian and US Digital Banking Operations, Digital Meteor and DRTC)

  • Total assets increased 24% year-over-year and 6% sequentially to a record $6.1 billion, with the increase driven primarily by growth of the Digital Banking operations' credit asset portfolios, in particular, the Structured Receivable Program ("SRP") portfolio, in both the US and Canada;
  • Consolidated total revenue increased 31% year-over-year and increased 4% sequentially to a record $36.5 million, with the year-over-year and sequential increases primarily due to the continued growth in credit assets, which were up 23% year-over-year and 5% sequentially;
  • Consolidated net income was $11.1 million compared with $8.1 million for the first quarter of last year and $5.2 million for the fourth quarter of fiscal 2025. Consolidated net income for the first quarter of fiscal 2026 included $1.5 million of non-interest expenses related primarily to the costs associated with the Reorganization (see note below), compared to $5.4 million in the sequential quarter, which also had higher than typical tax provision attributable to various one-time tax expense adjustments;
  • Consolidated adjusted net income was $12.2 million, an increase of 49% year-over-year and an increase of 15% sequentially;
  • Consolidated income per common share was $0.35 compared with $0.28 for the first quarter of last year and $0.16 for the fourth quarter of 2025. In addition to the impact of the items noted above, the variance to prior year reflects the impact of the 25% higher number of shares outstanding following the treasury common share offering in December 2024;
  • Consolidated adjusted income per common share was $0.38 compared with $0.28 for the first quarter of 2025 and $0.33 for the fourth quarter of 2025; and,
  • As at January 31, 2026, the Bank has purchased and cancelled 573,251 common shares under its Normal Course Issuer Bid (NCIB), under which the Bank may purchase for cancellation up to 2,000,000 of its common shares representing approximately 8.99% of its public float (as of April 28, 2025).

Digital Banking (Combined Canada and US)

  • Total Digital Banking operations (combined Canada and US) credit assets increased 23% year-over-year and 5% sequentially to a record $5.33 billion, driven primarily by strong growth in each of the US and Canadian SRP portfolios, which, combined, increased 29% year-over-year and 9% sequentially;
  • Total Digital Banking operations revenue increased 33% year-over-year and 5% sequentially to a record $34.4 million, with the year-over-year and sequential increases primarily due to the continued growth in credit assets;
  • Total Digital Banking operations net interest margin on credit assets increased 28 bps, or 12%, year-over-year, and decreased 1 bps sequentially, to 2.64%. The year-over-year increase was primarily due to the lower cost of funds, attributable to the renewal of maturing deposits at lower interest rates and the diminished impact of the atypically inverted yield curve that existed in the early part of fiscal 2025 and which is no longer inverted. The sequential decrease reflects the planned transition of some higher yielding, higher risk-weighted Multi-Family Residential Loans ("MROL") to lower yielding, lower risk-weighted MROL as part of the Bank's strategy to capitalize on opportunities for lower-risk weighted credit assets with a higher return on capital and the continued growth in the SRP portfolio, which is also composed of lower risk-weighted, lower yielding assets, offset partially by lower cost of funds;
  • Total Digital Banking operations overall net interest margin increased 17 bps, or 8%, year-over-year and decreased 4 bps, or 2%, sequentially to 2.25%. The Bank's net interest margin remained among the highest of the publicly traded Canadian Schedule I (federally licensed) banks;
  • Total Digital Banking operations provision for credit losses as a percentage of average credit assets remained negligible at 0.05%, compared with a 12-quarter average of 0.04%, which remains among the lowest of the publicly traded Canadian Schedule I (federally licensed) banks;
  • Total Digital Banking operations net income was $11.5 million compared with $8.9 million for the first quarter of last year and $5.1 million for the fourth quarter of 2025. Net income for the first quarter of fiscal 2026 included $1.5 million (before tax) of non-interest expenses primarily related to the Reorganization, compared to the sequential quarter of $5.4 million, which also had one-time tax expense adjustments;
  • Total Digital Banking operations income per common share was $0.36 compared with $0.30 for the first quarter of last year and $0.16 for the fourth quarter of 2025. In addition to the impact of the items noted above, the variance to prior year reflects the impact of the 25% higher number of shares outstanding following the treasury common share offering in December 2024.

Digital Banking Canada

Note:  The financial results for Digital Banking Canada contain certain non-interest expenses for general corporate administrative costs.

  • Canadian Digital Banking operations net income was $8.7 million compared with $8.8 million for the first quarter of last year and $3.1 million for the fourth quarter of 2025; and,
  • Canadian Digital Banking operations net income per common share was $0.28 compared with $0.30 for the first quarter of last year and $0.10 for the fourth quarter of 2025. In addition to the impact of the items noted above, the variance to prior year reflects the impact of the 25% higher number of shares outstanding following the treasury common share offering in December 2024;

Digital Banking US

  • US Digital Banking operations net income was $2.8 million compared with $103,000 for the first quarter of last year and $2.0 million for the fourth quarter of 2025. The sequential increase was primarily attributable to the strong growth in the SRP portfolio. US Digital Banking operations include expenses that are being incurred ahead of asset growth and revenue generated by the ramp up of the US SRP portfolio.

Digital Meteor 

  • Digital Meteor's net income was $179,000 compared with net income of $33,000 for the first quarter of last year and a net income of $94,000 for the fourth quarter of 2025;
  • The Bank started an internal pilot program in the United States for its USDVBs, the US-dollar version of its proprietary Real Bank Tokenized Deposits™ ("RBTDs"™); and,
  • The Bank commenced a refresh of its previously completed pilot program for its CADVBs, the Canadian-dollar version of its proprietary RBTDs™.

DRTC's Cybersecurity Services Operations 

  • DRTC's net loss was $630,000 compared with a net loss of $757,000 for the first quarter of last year and a net loss of $17,000 for the fourth quarter of 2025.

Reorganization (previously referred to as the Proposed Corporate Realignment)

In May 2025, the Bank announced its intention, subject to the approval of VersaBank's shareholders, the U.S.Federal Reserve, the Office of the Superintendent of Financial Institutions (Canada) ("OSFI"), the Minister of Finance (Canada), the Toronto Stock Exchange ("TSX"), the Nasdaq Global Select Market ("Nasdaq"), and other applicable approvals, to implement a series of transactions that would result in, among other things, a new entity (the "Parent"), a newly incorporated Delaware corporation, succeeding VersaBank as the publicly traded entity in which existing shareholders hold their equity interests, thereby domesticating that public company as a U.S. reporting issuer incorporated in Delaware (the "Reorganization"). Under the proposed terms of the Reorganization, among other things, VersaBank will adopt an amendment to its by-laws and effect certain transactions to exchange all of its outstanding common shares for shares of the Parent (the "Share Exchange"). Following the Share Exchange, VersaBank will sell all of its shares of VersaHoldings US Corp. to the Parent in exchange for a promissory note equal to the aggregate fair market value of those shares (the "Parent Note"), which will subsequently be distributed to the Parent as a return of capital.

FINANCIAL SUMMARY

(unaudited)



For the three months ended






January 31

October 31

January 31

(thousands of Canadian dollars except per share amounts)

2026

2025

2025

Results of operations






Interest income


$       81,216

$       77,471

$       73,246


Net interest income


33,881

32,633

25,724


Non-interest income


2,633

2,459

2,103


Total revenue 


36,514

35,092

27,827


Provision for (recovery of) credit losses

700

1,319

1,024


Non-interest expenses


20,546

23,871

15,699



Digital Banking


17,773

21,776

12,788



DRTC



2,835

2,525

2,966



Digital Meteor


284

(83)

309


Net income 



11,069

5,204

8,143


Adjusted net income*


12,162

10,549

8,143


Income per common share: 






Basic



$           0.35

$           0.16

$           0.28



Diluted



$           0.35

$           0.16

$           0.28


Adjusted income per common share basic and diluted*

$           0.38

$           0.33

$           0.28


Dividends paid on common shares

$            799

$            802

$            813


Yield*



5.39 %

5.45 %

5.92 %


Cost of funds*


3.14 %

3.15 %

3.84 %


Net interest margin*


2.25 %

2.29 %

2.08 %


Net interest margin on credit assets*

2.64 %

2.65 %

2.36 %


Return on average common equity*

8.16 %

3.89 %

7.02 %


Adjusted return on average common equity*

8.95 %

7.81 %

7.02 %


Book value per common share*

$         16.93

$         16.67

$         16.03


Efficiency ratio*


56 %

68 %

56 %


Adjusted efficiency ratio*


52 %

52 %

56 %


Return on average total assets*

0.73 %

0.37 %

0.66 %


Provision for (recovery of) credit losses as a % of average credit





assets*



0.05 %

0.11 %

0.09 %






As at

Balance Sheet Summary






Cash



$     628,002

$     581,710

$     386,693


Securities



101,276

80,923

158,546


Credit assets, net of allowance for credit losses

5,333,279

5,066,378

4,346,748


Average credit assets


5,199,829

4,922,347

4,291,432


Total assets



6,146,010

5,808,475

4,971,732


Deposits



5,248,955

4,860,863

4,133,438


Subordinated notes payable

100,160

103,516

106,824


Shareholders' equity


543,076

532,673

521,295

Capital ratios**







Risk-weighted assets


$   4,031,913

$   3,943,657

$   3,422,768


Common Equity Tier 1 capital

516,815

509,650

500,158


Total regulatory capital


623,825

619,890

613,021


Common Equity Tier 1 (CET1) capital ratio

12.82 %

12.92 %

14.61 %


Tier 1 capital ratio


12.82 %

12.92 %

14.61 %


Total capital ratio 


15.47 %

15.72 %

17.91 %


Leverage ratio


8.17 %

8.47 %

9.67 %

* See definition under 'Non-GAAP and Other Financial Measures' in the Q1 2026 Management's Discussion

  and Analysis.  






** Capital management and leverage measures are in accordance with OSFI's Capital Adequacy Requirements

   and Basel III Accord.





This news release is intended to be read in conjunction with the Bank's Consolidated Financial Statements  and Management's Discussion & Analysis (MD&A) for the three months ended January 31, 2026, which are available on VersaBank's website at www.versabank.com, SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov/edgar.

Conference Call

VersaBank will host a conference call and webcast today, Wednesday, March 4, 2026, at 9:00 a.m. (ET) to discuss its fourth quarter results, featuring a presentation by David Taylor, President & CEO and Nicolas Ospina, Global CFO, followed by a question-and-answer period. To join the conference call by telephone without operator assistance, you may register and enter your phone number in advance at: https://emportal.ink/4qKHiM1 to receive an instant automated call back.  Alternatively, you may also dial direct and be entered into the call by an Operator at:  1-416-945-7677 or 1-888-699-1199 (toll free).

For those preferring to listen to the presentation via the Internet, a live webcast will be available at https://app.webinar.net/GjAar8prvln or on the Bank's web site at: https://www.versabank.com/investor-relations/events-presentations/.  The slide presentation management will use during the conference call/webcast will be available on the Bank's web site at: https://www.versabank.com/investor-relations/financial-results/.

The archived webcast presentation will be available for 90 days following the live event at https://app.webinar.net/GjAar8prvln and on the Bank's web site at: https://www.versabank.com/investor-relations/events-presentations/.  Replay of the teleconference will be available until April 4, 2026 by calling 289-819-1450 or 1-888-660-6345 (toll free) and the passcode is: 79538#

About VersaBank

VersaBank is a North American bank with a difference.  Federally chartered in both Canada and the US, VersaBank has a branchless, digital, business-to-business model based on its proprietary state-of-the-art technology that enables it to profitably address underserved segments of the banking industry in a significantly risk mitigated manner. Because VersaBank obtains substantially all of its deposits and undertakes the majority of its funding activities electronically through financial intermediary partners, it benefits from significant operating leverage that drives efficiency and return on common equity.  In August 2024, VersaBank launched its unique Receivable Purchase Program funding solution for point-of-sale finance companies, which has been highly successful in Canada for over 15 years, to the underserved multi-trillion-dollar US market.  VersaBank also owns Minnesota-based DRT Cyber Inc., a North America leader in the provision of cyber security services to address the rapidly growing volume of cyber threats challenging financial institutions, multi-national corporations and government entities.  Through its wholly owned subsidiary, DBG Inc., VersaBank owns proprietary intellectual property and technology to enable the next generation of digital assets for the banking and financial community, including the Bank's revolutionary and proprietary Real Bank Tokenized Deposits™).

VersaBank's Common Shares trade on the Toronto Stock Exchange and NASDAQ under the symbol VBNK.

Forward-Looking Statements

This press release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws ("forward-looking statements") including statements regarding the ability to obtain shareholder, regulatory and other approvals of the Reorganization; the expected realization of additional shareholder value, the simplification of the regulatory structure and the reduction of costs as a result of the Reorganization; the key elements of the Reorganization; the ability to obtain inclusion on stock indices, including the Russell 2000; the ability to continue to grow the US Receive Purchase Program; the ability to expand our net interest margin; and the ability to continue to grow the CMHC residential construction loan program. Forward-looking statements of this type are included in this document and may be included in other filings and with Canadian securities regulators or the US Securities and Exchange Commission, or in other communications. All such statements are made pursuant to the "safe harbor" provisions of, and are intended to be forward-looking statements under, the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation. The statements in this press release that relate to the future are forward-looking statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, many of which are out of VersaBank's control. Risks exist that predictions, forecasts, projections and other forward-looking statements will not be achieved. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include, but are not limited to, the strength of the Canadian and US economies in general and the strength of the local economies within Canada and the US in which VersaBank conducts operations; the effects of changes in monetary and fiscal policy, including changes in interest rate policies of the Bank of Canada and the US Federal Reserve; global commodity prices; the effects of competition in the markets in which VersaBank operates; changes in trade laws and tariffs; inflation; capital market fluctuations; the timely development and introduction of new products in receptive markets; the impact of changes in the laws and regulations pertaining to financial services; changes in tax laws; technological changes; unexpected judicial or regulatory proceedings; unexpected changes in consumer spending and savings habits; the impact of wars or conflicts and the impact of both on global supply chains and markets; the impact of outbreaks of disease or illness that affect local, national or international economies; the possible effects on our business of terrorist activities; natural disasters and disruptions to public infrastructure, such as transportation, communications, power or water supply; and VersaBank's anticipation of and success in managing the risks implicated by the foregoing.

Completion of VersaBank's plan to realign its corporate structure to a standard US bank framework is subject to numerous factors, many of which are beyond the Bank's control, including but not limited to, the failure to obtain required shareholder, regulatory and other approvals, and other important factors disclosed previously and from time to time in the Bank's filings with the SEC and the securities commissions or similar securities regulatory authorities in each of the provinces or territories of Canada.

The foregoing list of important factors is not exhaustive. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The forward-looking information contained in the management's discussion and analysis is presented to assist VersaBank shareholders and others in understanding VersaBank's financial position and may not be appropriate for any other purposes.

For a detailed discussion of certain key factors that may affect VersaBank's future results, please see VersaBank's annual MD&A for the year ended October 31, 2026. Except as required by securities law, VersaBank does not undertake to update any forward-looking statement that is contained in this press release or made from time to time by VersaBank or on its behalf.

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SOURCE VersaBank