William Penn Bancorporation (WMPN) 11-KAnnual report of employee stock purchases

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 11-K

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(Mark One)

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{X}ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

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For the fiscal year ended December 31, 2021

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OR

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{ }TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

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For the transition period from_________ to __________

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Commission file number 001-40255

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William Penn Bank 401(k) Retirement Savings Plan

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William Penn Bancorporation

10 Canal Street, Suite 104

Bristol, Pennsylvania 19007

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REQUIRED INFORMATION

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Item 4. Financial Statements and Exhibits

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Report of Independent Registered Public Accounting Firm

Statements of Net Assets Available for Benefits as of December 31, 2021 and 2020

Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2021 and 2020

Notes to Financial Statements

Supplemental Schedule

Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2021

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

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William Penn Bank

401(k) Retirement Savings Plan

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DATE:June 29, 2022/s/ Nicole Nielsen

Nicole Nielsen

For the Plan Administrator

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WILLIAM PENN BANK

401(k) RETIREMENT SAVINGS PLAN

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Financial Statements and Supplemental Schedule

December 31, 2021 and 2020

(With Report of Independent Registered Public Accounting Firm)

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WILLIAM PENN BANK

401(k) RETIREMENT SAVINGS PLAN

Table of Contents

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WILLIAM PENN BANK

401(k) RETIREMENT SAVINGS PLAN

Statements of Net Assets Available for Benefits

December 31, 2021 and 2020

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See accompanying notes to financial statements.

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WILLIAM PENN BANK

401(k) RETIREMENT SAVINGS PLAN

Statements of Changes in Net Assets Available for Benefits

December 31, 2021 and 2020

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See accompanying notes to financial statements.

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WILLIAM PENN BANK

401(k) RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2021 and 2020

Note 1: Description of Plan

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On August 19, 1979, William Penn Bank (the Bank), a wholly owned subsidiary of William Penn Bancorporation (the Company), established and adopted the William Penn Bank 401(k) Retirement Savings Plan (the Plan) for the benefit of its eligible employees.

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Effective November 1, 2021, the Plan Administrator is the William Penn Bank Retirement Plan Administration Committee, the Trustee is Fidelity Management Trust Company, and Fidelity Investments is the recordkeeper. Prior to that time, the Plan Administrator included members of executive management at William Penn Bank, the Trustee was Fidelity Management Trust Company, and BLB&B Advisors, LLC was the recordkeeper.

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This Plan is a defined contribution plan, which is intended to qualify under Section 401(a) of the Internal Revenue Code. As a defined contribution plan, it is not covered under Title IV of ERISA and, therefore, benefits are not insured by the Pension Benefit Guaranty Corporation.

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On January 1, 2018, the Plan adopted the safe harbor matching contribution provisions of the Internal Revenue Code (IRC), which provides for Employer Safe Harbor Matching Contributions of 100% of the first 6% of participants' contributions (Safe Harbor Matching Contributions). All regular matching contributions for participants and all Safe Harbor Matching Contributions are immediately 100% vested. With this election, the Plan is not subject to annual non-discrimination testing because, in lieu of testing, the employer deposits a mandatory percentage of fully vested matching contributions.

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On March 27, 2020, Congress signed the Coronavirus Aid, Relief, and Economic Security (CARES) Act, which includes several relief provisions available to tax-qualified retirement plans and their participants. The Company has evaluated the relief provisions available to plan participants under the CARES Act and has implemented the waiver of required minimum distributions during 2020. This provision was adopted into the Plan effective March 27, 2020.

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On May 1, 2020, the Company acquired both (i) Fidelity Savings and Loan Association of Bucks County (Fidelity), a Pennsylvania-chartered mutual savings bank headquartered in Bristol, Pennsylvania, and (ii) Washington Savings Bank (Washington), a Pennsylvania-chartered mutual savings bank headquartered in Philadelphia, Pennsylvania. As a result, the Fidelity 401(k) Profit Sharing Plan was terminated as of the date of the merger. The covered employees from Fidelity had the option to roll their 401(k) balance into the Plan, or into another qualifying plan or IRA.   Fidelity also had a pension plan which was terminated as of June 15, 2020.  Covered employees from this plan rolled their balance into the Plan in November 2020. The Washington Savings Bank Defined Contribution Plan was part of a multi-employer plan which was frozen as of the date of the merger.  Effective June 30, 2020, the Company withdrew from the Washington Savings Bank Defined Contribution Plan, and all plan assets were transferred to the Plan in July 2020.

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The following description of the Plan provides only general information. Participants should refer to the plan document or the summary plan description for a more complete description of the Plan’s provisions.

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Eligibility

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Certain full and part-time regular employees of the Bank who have met the Plan’s minimum age requirement of 21 years of age are eligible to participate in the Plan. Collectively bargained employees, residents of Puerto Rico, leased employees, and nonresident aliens are not eligible to participate in the Plan, except as may otherwise be required to preserve the qualified status of the Plan.

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Contributions

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Participant Contributions: Under the Plan, participants may elect to make annual payroll deductions of 1% to 100% of their total compensation, not to exceed $19,500 in both 2021 and 2020 in accordance with the Internal Revenue Service (IRS) regulations. Participants who were 50 years of age or older at December 31, 2021 and 2020, were eligible to make additional elective deferral contributions of $6,500 in both 2021 and 2020.

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Participants may elect to start, increase, reduce or suspend contributions at any time during the year. Changes to a participant's contribution percentage are effective as of the first day of the next month or as soon as administratively possible. Contributions made by participants are credited to their individual accounts and can be made on a pre-tax or after-tax (Roth) basis assuming applicable regulations set forth in the IRC are satisfied. The Plan includes an auto-enrollment provision whereby all newly eligible employees are automatically enrolled in the Plan, once eligible, unless they affirmatively elect not to participate. The contribution percentage at automatic enrollment is 4% of the participant's eligible compensation. If the participant has not selected an investment option, the contributions are invested in the Plan’s default option, which is the Fidelity Investments target date fund based on the participant's date of birth.

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Employers' Contributions: All contributions made by the employer on the participants’ behalf are made on a pre-tax basis. The employer’s contributions are comprised of the following:

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Employer’s Matching Contribution: The Plan includes a Safe Harbor Matching Contribution that requires the Employers match 100% of the participant’s contribution up to 6% of total compensation. The matching contribution is made in cash and participants are able to direct the investment of the contribution. If they choose not to direct the matching contribution, the contribution will be invested in the default option as defined in Participant Contributions. Participants can make changes to their investment elections at any time.

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Employer’s Profit Sharing Contribution: The Bank, at its discretion, may award participants a discretionary profit sharing contribution at the end of the plan year. Employees must complete 1,000 hours of service during the Plan year and be employed by the Bank on the last day of the Plan year to be eligible. For the year ended December 31, 2021 the Bank did not make a discretionary profit sharing contribution. For the year ended December 31, 2020 the Bank made a discretionary profit sharing contribution of $161,062 (unaudited).

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Employees’ Rollover Account Contributions: In its sole discretion, the Plan Administrator may authorize the Plan to accept rollover contributions from a qualified retirement plan or an IRA from any employee, whether or not the employee is eligible to participate in the Plan. At all times, an employee who makes a rollover contribution has a 100% vested interest in those contributions.

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Participants’ Accounts

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Participants’ accounts are credited for their contributions and the employer’s contributions made on their behalf. Participants’ accounts are also adjusted by an allocation of the earnings or losses of the Plan fund in which each participant’s account is invested based on the change in unit share price of the applicable fund.

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Vesting

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All participant account balances are 100% vested and are not subject to forfeiture for any reason.

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Withdrawals

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Withdrawals are subject to taxes and, in certain instances, penalties as set forth in the IRC. Effective January 1, 1993, the Plan is required to withhold federal income taxes at a flat rate of 20% on the taxable portion of rollover eligible withdrawals that are not directly rolled over into an Individual Retirement Account (IRA) or another qualified retirement plan. This withholding tax does not apply to required minimum distributions and annuity payments. Participant interest payments on loans are made on a post-tax basis but are taxed as earnings when distributed.

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Under the Plan, participants may request hardship withdrawals of vested contributions (but not income earned on contributions after December 31, 1988). Hardship withdrawals must be approved by the Plan Administrator and can only be made for one of the following reasons:

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Notes Receivable from Participants

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The Plan permits participants to take loans from their vested account balance under the plan. Participants can take a maximum of 2 loans, with the exception of loans assumed from acquired plans, and may elect to borrow a minimum of $1,000 and up to a maximum of the lesser of $50,000 or 50% of their vested account balance. The loan repayment period generally may not exceed 5 years, unless the loan is for the purchase of your primary residence, under which the maximum loan repayment period may not exceed 10 years. The interest rate on loans is the prime rate plus 1% at the time of borrowing.  Interest paid on outstanding loans is added to the participant’s account balance. Loans are secured by the participant’s account balance in the Plan. The weighted average remaining term of the loans was 3.3 years as of December 31, 2021. Principal and interest payments are paid through payroll deductions. The current value of notes receivable from participants represents unpaid principal plus any accrued but unpaid interest. Interest rates on notes receivable from participants ranged from 4.25% to 6.50% during 2021. Management has evaluated participant notes receivable for collectability and has determined that no allowance for uncollectible notes is necessary.

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Plan Expenses

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Expenses relating to the administration of the Plan are generally paid with the earnings and receipts of the Plan investments. Participants pay fees at the fund levels based on the expense percentage of each individual fund calculated on the market value at month-end of the total plan assets in the participant's account. The Company pays third party administration Plan fees.

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Payment of Benefits

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Any participant who separates from service for any reason, excluding death, is entitled to receive their vested interest in their account balance. This distribution can be made as a lump-sum payment, rollover to an IRA, or rollover to the qualified plan of a new employer. Upon the death of a participant prior to payment of all retirement benefits, the participant’s vested account balance is paid to the participant’s beneficiary in accordance with the plan document.

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Plan Termination

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Although the Company has not expressed any intention to terminate the Plan, it may do so at any time. Upon the complete discontinuation of contributions to the Plan, or the complete or partial termination of the Plan, the rights of all affected employees under the Plan shall become fully vested and nonforfeitable.

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Note 2: Summary of Significant Accounting Policies

Basis of Presentation

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The accompanying financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP) using the accrual basis of accounting.

Investment Valuation and Income Recognition

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Investments are reported at fair value. See Note 4 for further information on investments reported at fair value.

Net appreciation (depreciation) in fair value of investments is reflected in the Statements of Changes in Net Assets Available for Benefits and includes realized gains and losses on investments purchased and sold and the change in appreciation (depreciation) in fair value during the reporting period.

Purchases and sales of securities are recorded on a trade-date basis.

Dividends are recorded on the ex-dividend date. Acquisition costs are included in the cost of investments purchased, and sales are recorded net of selling expenses.

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Notes Receivable from Participants

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Notes receivable from participants are recorded at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are reclassified as distributions based on the terms of the plan document.

Use of Estimates

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The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Payment of Benefits

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Benefits are recorded when paid.

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Recent Accounting Pronouncements

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There was no accounting guidance pending adoption at December 31, 2021.

Note 3: Investments

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The Plan’s investments are held in a trust administered by Fidelity Investments. A complete listing of the Plan’s investments as of December 31, 2021 is included in the Supplemental Schedule—Schedule H, Line 4i - Schedule of Assets (Held at End of Year).

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The Plan holds an investment in the Company's common stock. The William Penn Bancorporation Common Stock represented approximately 17.3% and 0.1% (unaudited) of total investments as of December 31, 2021 and 2020, respectively. The Company is a bank holding company.

Note 4: Fair Value Measurement

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ASC 820-10, Fair Value Measurements and Disclosure, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820-10 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels:

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Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reported date.

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Level 2: Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities include items for which quoted prices are available but traded less frequently, and items that are fair valued using other financial instruments, the parameters of which can be directly observed.

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Level 3: Assets and liabilities that have little to no pricing observability as of the reported date. These items do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.

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An asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used should maximize the use of observable inputs and minimize the use of unobservable inputs.

The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2021 and 2020.

Mutual funds and William Penn Bancorporation common stock: These investments are valued at the closing price reported on the active market on which the individual securities are traded.

William Penn Bank CD fund and Interest bearing cash: The carrying amount of these investments approximate their fair value due to the underlying cash, money market and/or certificates of deposit accounts held with relatively short time between origination of these instruments and their expected realization.

Collective investment trusts: The Putnam Stable Value Fund (“Putnam”) is the only collective investment trust available to the Plan. The Plan uses the net asset value (“NAV”) per share of the fund provided by the trustee as a practical expedient to estimate fair value. The practical expedient would not be used if it is determined to be probable that the fund will sell the investment for an amount different from the reported NAV. Participant directed purchases and redemptions may occur daily. If the Plan requests to withdrawal or liquidate

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its entire share of the fund, the trustee of the fund, Putnam Fiduciary Trust Company, LLC, reserves the right to apply a twelve-month put, or delay, in payment. The fund’s units are issued and redeemed daily at the constant NAV of $1 per unit. The fund’s investment objective is to preserve principal and achieve high current income through a diversified portfolio of high-quality investment contracts.

Transfers between level categorizations may occur due to changes in the availability of market observable inputs. Transfers in and out of level categorizations are reported as having occurred at the beginning of the year in which the transfer occurred. There were no movements between levels in 2021 and 2020. The Plan has no Level 2 or Level 3 investments. The following table provides, by level within the fair value hierarchy, a summary of investments of the Plan measured at fair value on a recurring basis as of December 31:

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Note 5: Income Tax Status

The plan obtained its latest determination letter on June 30, 2020, in which the IRS stated that the Plan, as then designed, was in compliance with the applicable requirements of the IRC. The Plan is required to operate in conformity with the IRC to maintain its tax-exempt qualification. The Plan administrator believes the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC and therefore believes that the Plan is qualified and the related trust is tax-exempt.

Accounting principles generally accepted in the United States of America require management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has concluded that as of December 31, 2021 and 2020, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by the IRS and the United States Department of Labor, however there are currently no audits for any tax periods in progress. The Plan administrator believes that as of the date of this report it is no longer subject to income tax examinations for the years prior to 2017.

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Note 6: Party-In-Interest and Related Party Transactions

As of December 31, 2021 and 2020, the Plan held 133,995 and 388 (unaudited) shares, respectively, of the Company’s common stock. As of December 31, 2020, the Plan also held $2.2 million in the William Penn Bank CD fund, which held money market and certificates of deposit (CD) accounts with William Penn Bank, the Plan sponsor. During January 2021, the William Penn Bank CD fund was closed and is no longer an investment option. In addition, certain receivables are loans to employees of the Company, and therefore are considered party-in-interest transactions.

The Company absorbs some costs incurred in relation to the administration of the Plan. Such costs include legal, record keeping, administrative, and accounting fees. These costs amounted to $37,853 and $31,832 (unaudited) for the years ended December 31, 2021 and 2020, respectively.

Note 7: Risks and Uncertainties

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The Plan invests in various investment securities. Investment securities are subject to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.

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As of December 31, 2021, the Plan had investments of $1,618,664 in William Penn Bancorporation common stock, $1,189,484 in Fidelity Freedom 2040 Fund - Class K6, $1,180,553 in Fidelity Freedom 2035 Fund - Class K6, and  $1,122,389 in Fidelity Freedom 2025 Fund - Class K6 representing more than 10 percent of total assets available for plan benefits.  As of December 31, 2020 (unaudited), the Plan had investments of $2,167,951 in William Penn Bank CD Fund representing more than 10 percent of total assets

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available for benefits.

Note 8: Reconciliation of Financial Statements to Form 5500

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The following is a reconciliation of the net assets available for benefits and net increase in net assets available for benefits per the financial statements to Schedule H of Form 5500 as of December 31, 2021 and Schedule I of Form 5500 as of December 31, 2020:

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WILLIAM PENN BANK

401(k) RETIREMENT SAVINGS PLAN

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2021

Supplemental Schedule

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See accompanying Report of Independent Registered Public Accounting Firm.