UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check One):
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☐
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Form 10-K |
☐ | Form 20-F | ☐ | Form 11-K | ☒ | Form 10-Q | ☐ | Form 10-D | ☐ |
Form N-CEN
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| ☐ | Form N-CSR |
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For Period Ended:
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June 30, 2025
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Transition Report on Form 10-K
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Transition Report on Form 20-F
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Transition Report on Form 11-K
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Transition Report on Form 10-Q
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For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART I—REGISTRANT INFORMATION
Broadway Financial Corporation
Full Name of Registrant
N/A
Former Name if Applicable
4601 Wilshire Boulevard, Suite 150
Address of Principal Executive Office (Street and Number)
Los Angeles, California, 90010
City, State and Zip Code
PART II—RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III—NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
Broadway Financial Corporation (the “Company,” the “Registrant,” “our” or “we”) is unable to file, without unreasonable effort and expense, our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2025 (the “Form 10-Q”) within the time period prescribed. While the Company has substantially completed the preparation of the Form 10-Q, it requires additional time to evaluate its participation
agreements for compliance with Accounting Standards Codification Topic 860 (“ASC 860”) and the impact to the consolidated financial statements.
As a result of this delay, the Company requires additional time to fully complete its review of the financial statements for the quarter ended June 30, 2025
for adequate disclosure of the information required to be included in the Form 10-Q.
PART IV—OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard to this notification.
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Zack Ibrahim
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(202) |
243-7115
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). ☒Yes ☐ No
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report
or portion thereof? ☒ Yes ☐ No
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
On July 31, 2025, the Company previously reported a net loss attributable to common stockholders of $147 thousand for the quarter ended June 30, 2025 after
deducting preferred dividends of $750 thousand, compared to net income attributable to common stockholders of $269 thousand for the quarter ended June 30, 2024. While the Company still currently expects net loss for the quarter ended June 30,
2025, due to changes in accounting treatment in connection with participation agreements for compliance with ASC 860, the Company is not in a position to provide updated specific estimates of anticipated significant changes in results of operations
from the quarter ended June 30, 2024. The preliminary financial information provided is subject to the Company’s ongoing evaluation of the impact on the consolidated financial statements for the quarter ended June 30, 2025, particularly related to
the associated provision for credit losses.
Forward-Looking Statements
This filing contains a number of forward-looking statements. Words such as “expects,” and similar
future or conditional expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our beliefs and expectations relating to the preliminary financial
information for the quarter ended June 30, 2025. These forward-looking statements are not guarantees of future events or results and are subject to a
number of risks and uncertainties, many of which are difficult to predict and beyond our control. Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited
to, a material delay in the Registrant’s financial reporting. We disclaim and do not undertake any obligation to update or revise any forward-looking statement herein, except as required by applicable law or regulation.
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Broadway Financial Corporation
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(Name of Registrant as Specified in Charter)
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has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: August 15, 2025 |
By:
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/s/ Zack Ibrahim
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Zack Ibrahim
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Executive Vice President and Chief Financial Officer
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