Broadway Financial Corporation (“Broadway” or the “Company”) (Nasdaq Capital Market: “BYFC”), parent company of City First Bank, National Association, today reported that Broadway recently purchased 1,958,173 shares of the Company’s Class A (voting) Common Stock from the Federal Deposit Insurance Corporation (the “FDIC”), which obtained the shares when it was appointed receiver for First Republic Bank upon its closure earlier this year. The purchased shares represented just under 4.0% of the Company’s total voting shares prior to the purchase, and over 2.6% of the Company’s total common equity. Broadway purchased the shares at a price of $0.9095 per share, which represented the 20-day volume weighted average price for the Class A shares over the period ended October 24, 2023.

The nonvoting shares of Class C Common Stock that were held by First Republic Bank were previously purchased by a major money-center financial institution earlier this year. As a result of these sales, the FDIC does not own any shares of Broadway. The Company’s purchase was financed from cash on hand, and the shares will be retired by the Company.

Chief Executive Officer Brian Argrett commented, “I am pleased to announce this repurchase, which eliminates uncertainty regarding the ultimate disposition of the shares that were previously held by First Republic Bank. The shares represented the fifth largest voting position in Broadway and the purchase is an important step in solidifying our long-term base of stockholders, comprised primarily of private institutions, non-profits, and individuals that are committed to supporting our mission. We remain focused on providing best-of-class products and services to the low-to-moderate income communities that we serve and have the equity capital necessary to execute our plans and fulfill our mission.”

“Finally, I wish to thank the staff of the FDIC for their professionalism and continuing support of Broadway, including in connection with the repurchase that we are announcing today.”

After considering the Company’s purchase of these shares of Class A Common Stock, the number of outstanding voting shares of Class A Common Stock decreased to 47,368,368 shares and the total number of outstanding shares of Common Stock decreased to 72,153,502 shares, before considering Broadway’s reverse stock split, expected to be effective November 1, 2023. Pro forma for the reverse stock split (and the Company’s purchase of shares from the FDIC), the number of outstanding voting shares of Class A Common Stock will be 5,921,046 shares and the total number of outstanding shares of Common Stock will be 9,019,187 shares.

About Broadway Financial Corporation

Broadway Financial Corporation conducts its operations through its wholly-owned banking subsidiary, City First Bank, National Association, which is a leading community-oriented bank in Southern California and in the Washington, D.C. market serving low-to-moderate income communities. We offer a variety of residential and commercial real estate loan products for consumers, businesses, and non-profit organizations, other loan products, and a variety of deposit products, including checking, savings, and money market accounts, certificates of deposits, and retirement accounts.

Stockholders, analysts, and others seeking information about the Company are invited to write to: Broadway Financial Corporation, Investor Relations, 4601 Wilshire Boulevard, Suite 150, Los Angeles, CA 90010 or contact Investor Relations at the phone number or email address below.

Cautionary Statement Regarding Forward-Looking Information

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release, including statements regarding our future results of operations or financial condition, business strategy and plans and objectives of management for future operations and capital allocation and structure, are forward-looking statements. Forward-looking statements typically include the words “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” “poised,” “optimistic,” “prospects,” “ability,” “looking,” “forward,” “invest,” “grow,” “improve,” “deliver” and similar expressions, but the absence of such words or expressions does not mean a statement is not forward-looking. These forward-looking statements are subject to risks and uncertainties, including those identified below, which could cause actual future results to differ materially from historical results or from those anticipated or implied by such statements. Readers should not place undue reliance on these forward-looking statements, which speak only as of their dates or, if no date is provided, then as of the date of this press release. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except to the extent required by law. The following factors, among others, could cause future results to differ materially from historical results or from those indicated by forward-looking statements included in this press release: (1) the level of demand for mortgage and commercial loans, which is affected by such external factors as general economic conditions, market interest rate levels, tax laws, and the demographics of our lending markets; (2) the direction and magnitude of changes in interest rates and the relationship between market interest rates and the yield on our interest-earning assets and the cost of our interest-bearing liabilities; (3) the rate and amount of loan losses incurred and projected to be incurred by us, increases in the amounts of our nonperforming assets, the level of our loss reserves and management’s judgments regarding the collectability of loans; (4) changes in the regulation of lending and deposit operations or other regulatory actions, whether industry-wide or focused on our operations, including increases in capital requirements or directives to increase loan loss allowances or make other changes in our business operations; (5) legislative or regulatory changes, including those that may be implemented by the current administration in Washington, D.C. and the Federal Reserve Board; (6) possible adverse rulings, judgments, settlements and other outcomes of litigation; (7) actions undertaken by both current and potential new competitors; (8) the possibility of adverse trends in property values or economic trends in the residential and commercial real estate markets in which we compete; (9) the effect of changes in economic conditions; (10) the effect of geopolitical uncertainties; (11) the discontinuation of LIBOR as an interest rate benchmark; (12) the impact of COVID-19 or other health crises on our future financial condition and operations; (13) the impact of recent volatility in the banking sector due to the failure of certain banks due to high levels of exposure to liquidity risk, interest rate risk, uninsured deposits and cryptocurrency risk; and (14) other risks and uncertainties. All such factors are difficult to predict and are beyond our control. Additional factors that could cause results to differ materially from those described above can be found in our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K or other filings made with the SEC and are available on our website at http://www.cityfirstbank.com and on the SEC’s website at http://www.sec.gov.

Forward-looking statements in this press release speak only as of the date they are made, and we undertake no obligation, and do not intend, to update these forward-looking statements to reflect events or circumstances occurring after the date of this press release, except to the extent required by law. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.

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