RIVERVIEW BANCORP, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. __)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material Under Rule 14a-12

RIVERVIEW BANCORP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

CORPORATE OFFICE

900 Washington, Suite 900

Vancouver, Washington 98660

Phone (360) 693-6650

Fax (360) 693-6275

www.RiverviewBank.com


	July 17, 2026

Dear Shareholder:

You are cordially invited to attend the annual meeting of shareholders of Riverview Bancorp, Inc. The meeting will be held on Thursday, August 27, 2026 at 10:00 a.m., local time. Our 2026 annual meeting of shareholders will be a virtual meeting conducted solely online and can be attended by visiting www.virtualshareholdermeeting.com/RVSB2026. You will not be able to attend the annual meeting in person. To participate in the annual meeting, you will need the control number located on your proxy card or the instructions that accompanied your proxy materials.

The Notice of Annual Meeting of Shareholders and Proxy Statement appearing on the following pages describe the formal business to be transacted at the meeting. During the meeting, we will also report on our operations. Directors and officers will be available to respond to appropriate questions of shareholders.

It is important that your shares are represented at this meeting, whether or not you attend the virtual meeting and regardless of the number of shares you own. To make sure your shares are represented, we urge you to vote over the Internet or by requesting, completing and mailing a proxy card.


		Sincerely,


		Gerald L. Nies
		Chairman

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RIVERVIEW BANCORP, INC.

900 WASHINGTON STREET, SUITE 900

VANCOUVER, WASHINGTON 98660

(360) 693-6650

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 27, 2026

Notice is hereby given that the annual meeting of shareholders of Riverview Bancorp, Inc. will be held on Thursday, August 27, 2026, at 10:00 a.m., local time, for the following purposes:

Proposal 1:

Election of two directors to each serve for a three-year term and two directors to each serve for a one-year term.

Proposal 2:

Advisory (non-binding) vote to approve the compensation paid to our named executive officers, as disclosed in this Proxy Statement.

Proposal 3:

Approval of the adoption of the Riverview Bancorp, Inc. 2026 Stock Purchase Plan.

We will also consider and act upon such other matters as may properly come before the meeting or any adjournments or postponements thereof. As of the date of this notice, we are not aware of any other business to come before the meeting.

Our 2026 annual meeting of shareholders will be a virtual meeting conducted solely online and can be attended by visiting www.virtualshareholdermeeting.com/RVSB2026. To participate in the annual meeting, you will need the control number located on your proxy card or the instructions that accompanied your proxy materials.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on August 27, 2026. Our Proxy Statement, proxy card and Annual Report to Shareholders, are available at https://materials.proxyvote.com/769397.

The Board of Directors has fixed the close of business on July 1, 2026 as the record date for the annual meeting. This means that shareholders of record at the close of business on that date are entitled to receive notice of, and to vote at, the meeting and any adjournment thereof. To ensure that your shares are represented at the meeting, please take the time to vote your proxy, which is solicited by the Board of Directors. You may vote over the Internet or by requesting, signing, dating and mailing a proxy card. The proxy will not be used if you attend the virtual annual meeting and vote during the meeting. Regardless of the number of shares you own, your vote is very important. Please act today.


	BY ORDER OF THE BOARD OF DIRECTORS


	ANGELA McLEOD-WYSASKE
	CORPORATE SECRETARY

Vancouver, Washington

July 17, 2026

IMPORTANT: The prompt return of proxies will save us the expense of further requests for proxies to ensure a quorum at the meeting. You may vote over the Internet. Alternatively, if you request a paper copy of the proxy materials, a pre-addressed envelope will be provided for your convenience. No postage is necessary if mailed in the United States.

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PROXY STATEMENT

RIVERVIEW BANCORP, INC.

900 WASHINGTON STREET, SUITE 900

VANCOUVER, WASHINGTON 98660

(360) 693-6650

ANNUAL MEETING OF SHAREHOLDERS

AUGUST 27, 2026

The Board of Directors of Riverview Bancorp, Inc. is using this Proxy Statement to solicit proxies from our shareholders for use at the annual meeting of shareholders. We first provided access to this Proxy Statement and the form of proxy to our shareholders on or about July 17, 2026.

The information provided in this Proxy Statement relates to Riverview Bancorp, Inc. and its wholly-owned subsidiary, Riverview Bank. Riverview Bancorp, Inc. may also be referred to as “Riverview” and Riverview Bank may also be referred to as the “Bank.” References to “we,” “us” and “our” refer to Riverview and, as the context requires, Riverview Bank.

INFORMATION ABOUT THE ANNUAL MEETING

Our annual meeting will be held as follows:

Date:Thursday, August 27, 2026

Time:

10:00 a.m., local time

Place:

Virtual meeting at www.virtualshareholdermeeting.com/RVSB2026

Matters to Be Considered at the Annual Meeting

At the meeting, you will be asked to consider and vote upon the following proposals:

Proposal 1:

Election of two directors to each serve for a three-year term and two directors to each serve for a one-year term.

Proposal 2:

Advisory (non-binding) vote to approve the compensation paid to our named executive officers, as disclosed in this Proxy Statement.

Proposal 3:

Approval of the adoption of the Riverview Bancorp, Inc. 2026 Stock Purchase Plan.

We also will transact any other business that may properly come before the annual meeting. As of the date of this proxy statement, we are not aware of any other business to be presented for consideration at the annual meeting other than the matters described in this proxy statement.

Who Is Entitled to Vote?

We have fixed the close of business on July 1, 2026 as the record date for shareholders entitled to notice of and to vote at our annual meeting. Only holders of record of Riverview’s common stock on that date are entitled to notice of and to vote at the annual meeting. You are entitled to one vote for each share of Riverview common stock you own, unless you own more than 10% of Riverview’s outstanding shares. As provided in our Articles of Incorporation, record holders of common stock who beneficially own in excess of 10% of Riverview’s outstanding shares are not entitled to any vote in respect of the shares held in excess of the 10% limit. On July 1, 2026, there were 20,160,613 shares of Riverview common stock outstanding and entitled to vote at the annual meeting.

How Do I Vote at the Annual Meeting?

Proxies are solicited to provide all shareholders on the voting record date an opportunity to vote on matters scheduled for the annual meeting and described in these materials. This question provides voting instructions for shareholders of record. You are a shareholder of record if your shares of Riverview common stock are held in your name.

If you are a beneficial owner of Riverview common stock held by a broker, bank or other nominee (i.e., in “street name”), please see the instructions below, under “What if My Shares Are Held in Street Name?”

Shares of Riverview common stock can only be voted if the shareholder is present virtually or by proxy at the annual meeting. To ensure your representation at the annual meeting, we recommend you vote by proxy even if you plan to virtually attend the annual meeting. You can always change your vote at the meeting if you are a shareholder of record.

Voting instructions are included on your proxy card or the important notice regarding the availability of proxy materials you received by mail. Shares of Riverview common stock represented by properly executed proxies will be voted by the individuals named on the proxy card in accordance with the shareholder’s instructions. Where properly executed proxies are returned to us with no specific instruction as to how to vote at the annual meeting, the persons named in the proxy will vote the shares FOR the election of each of our director nominees, FOR advisory approval of the compensation of our named executive officers and FOR approval of the adoption of the Stock Purchase Plan. If any other matters are properly presented at the annual meeting for action, the persons named in the enclosed proxy and acting thereunder will have the discretion to vote on these matters in accordance with their best judgment. We do not currently expect that any other matters will be properly presented for action at the annual meeting.

You may receive more than one proxy depending on how your shares are held. For example, you may hold some of your shares individually, some jointly with your spouse and some in trust for your children. In this case, you will receive three separate proxies to vote.

What if My Shares Are Held in Street Name?

If you are the beneficial owner of shares held in street name by a broker, bank or other nominee (“nominee”), the nominee, as the record holder of the shares, is required to vote the shares in accordance with your instructions. If your common stock is held in street name, you will receive instructions from the nominee that you must follow in order to have your shares voted. The nominee may allow you to deliver your voting instructions via the telephone or the Internet. Please see the instruction form that accompanies this Proxy Statement. If you do not give instructions to the nominee, the nominee may nevertheless vote the shares with respect to discretionary items but will not be permitted to vote your shares with respect to non-discretionary items, pursuant to current industry practice. In the case of non-discretionary items, the shares not voted will be treated as “broker non-votes.” All of the proposals to be presented at the annual meeting are non-discretionary items; therefore, you must provide instructions to the nominee to have your shares voted.

If your shares are held in street name, you will need to follow the instructions provided by the nominee to attend the virtual annual meeting.

Participants in the ESOP or 401(k) Plan

If you participate in the Riverview Bancorp, Inc. Employee Stock Ownership Plan (the “ESOP”) or if you hold shares through the Riverview Bancorp, Inc. Employees’ Savings and Profit Sharing Plan (“401(k) Plan”), you will receive a proxy card, that will serve as a voting instruction form, that reflects all shares you may direct the trustees to vote on your behalf under the plans. Under the terms of the ESOP, the ESOP trustee votes all shares held by the ESOP, but each ESOP participant may direct the trustees how to vote the shares of common stock allocated to the participant’s account. The ESOP trustees, subject to the exercise of their fiduciary duties, will vote all unallocated shares of Riverview common stock held by the ESOP and allocated shares for which no voting instructions are received in the same proportion as shares for which it has received timely voting instructions. Under the terms of the 401(k) Plan, a participant is entitled to direct the trustee as to the shares in the 401(k) Employer Stock Fund credited to the participant’s account. The trustee will vote all shares for which no directions are given or for which instructions were not timely received in the same proportion as shares for which the trustee received voting instructions. As of the close of business on the July 1, 2026 voting record date, 364,473 shares have been allocated to participants’ accounts in the ESOP and 172,508 shares have been allocated to participants’ accounts in the 401(k) Plan. The deadline for returning your voting instructions to each plan’s trustee is August 22, 2026.

How Many Shares Must Be Present to Hold the Meeting?

A quorum must be present at the meeting for any business to be conducted. The presence at the meeting, virtually or by proxy, of at least a majority of the shares of Riverview common stock entitled to vote at the annual meeting as of the

record date will constitute a quorum. Proxies received but marked as abstentions will be included in the calculation of the number of shares considered to be present at the meeting.

What if a Quorum Is Not Present at the Meeting?

If a quorum is not present at the scheduled time of the meeting, a majority of the shareholders present virtually or represented by proxy may adjourn the meeting until a quorum is present. The time and place of the adjourned meeting will be announced at the time the adjournment is taken, and no other notice will be given unless the meeting is adjourned for 120 days or more. An adjournment will have no effect on the business that may be conducted at the meeting.

Vote Required to Approve Proposal 1: Election of Directors

Directors are elected by a plurality of the votes cast at the annual meeting by holders of Riverview common stock. Accordingly, the four nominees for election as directors who receive the highest number of votes actually cast will be elected. Pursuant to our Articles of Incorporation, shareholders are not permitted to cumulate their votes for the election of directors. Votes may be cast for or withheld from each nominee. Votes that are withheld and broker non-votes will have no effect on the outcome of the election because the nominees receiving the greatest number of votes will be elected. Our Board of Directors unanimously recommends that you vote FOR the election of each of its director nominees.

Vote Required to Approve Proposal 2: Advisory Approval of Named Executive Officer Compensation

Approval of the advisory (non-binding) resolution to approve the compensation of our named executive officers as disclosed in this Proxy Statement requires the affirmative vote of a majority of the votes cast at the annual meeting. Abstentions and broker non-votes will have no effect on the proposal. Our Board of Directors unanimously recommends that you vote FOR approval of the compensation of our named executive officers.

Vote Required to Approve Proposal 3: Approval of the Adoption of the Stock Purchase Plan

Approval of the adoption of the Riverview Bancorp, Inc. 2026 Stock Purchase Plan requires the affirmative vote of a majority of the votes present, in person or by proxy, at the annual meeting. Any shareholder represented in person or by proxy at the meeting and entitled to vote on the subject matter may elect to vote for or against this proposal, or may abstain from voting on this proposal. Abstentions are not affirmative votes and, therefore, will have the same effect as a vote against the proposal. Broker non-votes are not entitled to vote and therefore will have no effect on the approval of the proposal. Our Board of Directors unanimously recommends that you vote FOR approval of the adoption of the Riverview Bancorp, Inc. 2026 Stock Purchase Plan.

May I Revoke My Proxy?

You may revoke your proxy before it is voted by:

●

submitting a new proxy with a later date;

●

notifying the Corporate Secretary of Riverview in writing before the annual meeting that you have revoked your proxy; or

●

voting at the annual meeting.

If you plan to attend the virtual annual meeting and vote during the meeting, instructions for voting will be provided.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of July 1, 2026, the voting record date, information regarding share ownership of:

●

those persons or entities (or groups of affiliated persons or entities) known by management to beneficially own more than five percent of Riverview’s common stock other than directors and executive officers;

●

each director and director nominee of Riverview;

●

each executive officer of Riverview or Riverview Bank named in the Summary Compensation Table appearing under “Executive Compensation” below (known as “named executive officers”); and

●

all current directors and executive officers of Riverview and Riverview Bank as a group.

Persons and groups who beneficially own in excess of five percent of Riverview’s common stock are required to file with the Securities and Exchange Commission (“SEC”), and provide a copy to us, reports disclosing their ownership pursuant to the Securities Exchange Act of 1934 (“Securities Exchange Act”). To our knowledge, no other person or entity, other than those set forth below, beneficially owned more than five percent of the outstanding shares of Riverview’s common stock as of the close of business on the voting record date.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In accordance with Rule 13d-3 of the Securities Exchange Act, a person is deemed to be the beneficial owner of any shares of common stock if that person has voting and/or investment power with respect to those shares. Therefore, the table below includes shares owned by spouses, other immediate family members in trust, shares held in retirement accounts or funds for the benefit of the named individuals, and other forms of ownership, over which shares the persons named in the table may possess voting and/or investment power. In addition, in computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to outstanding options that are currently exercisable or exercisable within 60 days after the voting record date are included in the number of shares beneficially owned by the person and are deemed outstanding for the purpose of calculating the person’s percentage ownership. These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.


		Number of Shares		Percent of Shares
Name		Beneficially Owned		Outstanding (%)
Beneficial Owners of More Than 5% (Other than Directors and Executive Officers)
Nierenberg Investment Management Company, LLC		2,095,910	(1)	10.4
BlackRock Portfolio Management LLC		1,406,272	(2)	7.0
Dimensional Fund Advisors LP		1,336,020	(3)	6.6
Manulife Financial Corporation		1,076,450	(4)	5.3
Vanguard Capital Management		1,041,881	(5)	5.2

(Table continues on following page)


		Number of Shares		Percent of Shares
Name		Beneficially Owned		Outstanding (%)
Directors
Gerald L. Nies		190,692	(6)	*
Bess R. Wills		48,000	(7)	*
Bradley J. Carlson		22,421	(7)	*
Patricia W. Eby		26,400	(8)	*
Stacey A. Graham		9,150		*
Valerie Moreno		10,150		*
Larry A. Hoff		14,020		*
Kourosh N. Zamanizadeh		11,877		*
Jon L. Girod		--		*
B. Nicole Sherman**		187,674		*
Named Executive Officers
Daniel D. Cox		77,964		*
C. Evan Sowers		24,419		*
All Executive Officers and Directors as a Group (16 persons)		778,700		3.9

Less than one percent of shares outstanding.

Also a named executive officer.

(1)

Based solely on a Schedule 13D/A filed with the SEC on July 15, 2025, reporting that Nierenberg Investment Management Company, Inc. has shared voting and dispositive power over 2,032,775 shares, D3 Family Fund, LP has shared voting and dispositive power over 696,050 shares, D3 Family Bulldog Fund, LP has shared voting and dispositive power over 1,242,337 shares, HAREDALE LTD has shared voting and dispositive power over 94,338 shares, and David Nierenberg has sole voting and dispositive power over 50,135 shares and shared voting and dispositive power over 2,045,775 shares. The address for Mr. Nierenberg and his related entities is 19605 NE 8th Street, Camas, Washington 98607.

(2)

Based solely on a Schedule 13G filed with the SEC on April 15, 2025, reporting sole voting power over 1,118,161 shares and sole dispositive power over 1,406,272 shares. The address for BlackRock Portfolio Management LLC is 50 Hudson Yards, New York, NY 10001.

(3)

Based solely on a Schedule 13G/A filed with the SEC on February 9, 2024, reporting sole voting power over 1,426,207 shares and sole dispositive power over 1,454,830 shares. The address for Dimensional Fund Advisors LP is 6300 Bee Cave Road, Building One, Austin, TX 78746.

(4)

Based solely on a Schedule 13G/A filed with the SEC on May 15, 2026, reporting that Manulife Investment Management Limited has sole voting and dispositive power over 4,709 shares and Manulife Investment Management (US) LLC has sole voting and dispositive power over 1,071,741 shares. Through its parent-subsidiary relationship to Manulife Investment Management Ltd and Manulife Investment Management (US) LLC, Manulife Financial Corporation may be deemed to have beneficial ownership of these shares. The address for Manulife Financial Corporation is 200 Bloor Street East, Toronto, Canada M4W 1ES.

(5)

Based solely on a Schedule 13G filed with the SEC on April 30, 2026, reporting sole voting power over 151,064 shares and sole dispositive power over 1,041,881 shares. The address for Vanguard Capital Management is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

(6)

Held in trust jointly with his spouse.

(7)

Held jointly with spouse.

(8)

Includes 5,400 shares held by a family member.

PROPOSAL 1 – ELECTION OF DIRECTORS

Our Board of Directors currently consists of ten members and is divided into three classes. Typically, approximately one-third of the directors are elected annually to serve for a three-year period or until their respective successors are elected and qualified. Effective as of the annual meeting of shareholders, Bradley J. Carlson will retire from the Board of Directors and the Board will decrease its size to nine members. The table below sets forth information regarding each continuing director of Riverview and each nominee for director. Directors Jon L. Girod and Kourosh N. Zamanizadeh were appointed to the Board effective as of March 30, 2026. Messrs. Girod and Zamanizadeh were recommended for appointment by a non-management director.

The Nominating and Governance Committee of the Board of Directors selects nominees for election as directors. Each of our nominees currently serves as a Riverview director. Mr. Girod and Mr. Zamanizadeh will each stand for election for the first time. Ms. Wills and Mr. Hoff have been nominated for a three-year term and Mr. Girod and Mr. Zamanizadeh have been nominated for a one-year term. All of our nominees have consented to being named in this Proxy Statement and have agreed to serve if elected. If a nominee is unable to stand for election, the Board of Directors may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders will vote your shares for the substitute nominee, unless you have withheld authority. At this time, we are not aware of any reason why a nominee might be unable to serve if elected.

The Board of Directors recommends a vote FOR the election of Ms. Wills and Mr. Hoff, each for a three-year term, and Mr. Girod and Mr. Zamanizadeh, each for a one-year term.


		Age as of		Year First Elected or
Name		March 31, 2026		Appointed Director		Term to Expire
Board Nominees
Bess R. Wills		72		2010		2029 (1)
Larry A. Hoff		74		2022		2029 (1)
Jon L. Girod		64		2026		2027 (1)
Kourosh N. Zamanizadeh		38		2026		2027 (1)
Directors Continuing in Office
Stacey A. Graham		74		2020		2027
B. Nicole Sherman		55		2024		2027
Patricia W. Eby		74		2019		2028
Gerald L. Nies		77		2009		2028
Valerie Moreno		58		2021		2028

(1)

Assuming election or reelection.

Set forth below is the principal occupation of each nominee for director and each director continuing in office, as well as a brief description of the qualifications, attributes, skills and areas of expertise of each nominee or director that led to the conclusion that the person should serve as a director of Riverview. All nominees and directors have held their present positions for at least five years unless otherwise indicated.

Bess R. Wills is General Manager/Co-Owner of Gresham Ford in Gresham, Oregon and is responsible for all matters of the day-to-day operation. She has over 30 years of experience in fiscal and corporate administration and management of businesses, including having managed a group of auto dealerships in Southern California. She is active with many business and community organizations and has received statewide recognition for her work with local charities. She has been recognized as Woman Executive of the Year by the Portland Business Journal, as well as received numerous other awards in the Automotive Industry. She is the past Chairperson of the Adventist Medical Foundation in Portland and has served on many other regional non-profit boards, as well as on the Audit Committee for Mt. Hood Community College. Ms. Wills’ career has given her strong leadership experience and knowledge of owning and operating a long-established business. In 2022, she was recognized as one of the six Ford dealers globally with the “Salute to Dealers Award” from Ford Motor Company and the Ford family. Under her leadership, Ford Motor Company granted the only Ford ProElite Commercial Service Center in Oregon at Gresham Ford. This recognition honors dealers who have relentless dedication to the betterment of their communities. In 2023, she was recognized as the Gresham Area Chamber of Commerce “Honoree of the Year” for her leadership in the greater Gresham area business community. She is a member of the Portland

Executives Association. Her business community involvement, as well as her competitive success in her industry, brings a broad set of skills to the Board.

Larry A. Hoff is retired. He served as a State Representative for Washington’s 18th Legislative District from January 2019 until December 2022. Prior to that, Mr. Hoff served as Chief Executive Officer for Fibre Federal Credit Union from May 2001 to January 2017. Mr. Hoff served as the assistant ranking member of the House Consumer Protection and Business Committee. The committee considers an array of consumer protection issues, as well as the safety and soundness of Washington’s banks and credit unions, the regulation of consumer credit and lending, and the regulation of securities and investments. He also served on the House Appropriations Committee and the House Labor and Workplace Standards Committee. Mr. Hoff previously served on the Board of Directors of the Doernbecher Children’s Hospital Foundation, St. Paul Lutheran Church, Vancouver Dawn Lions, Clark County Department of Community Services Advisory Board and the Longview Noon Rotary. He received his Bachelor of Science in Accounting from the University of North Dakota. Mr. Hoff’s expertise in community banking and finance, as well as his knowledge of consumer compliance and banking regulations, make him a valuable addition to the Board.

Kourosh N. Zamanizadeh is co-founder of Laurel, a venture-backed technology company that was formed in 2016 and pioneered the use of artificial intelligence for time capture and analysis in professional services. Laurel serves leading law, accounting, and consulting firms globally and has raised over $150 million in funding. Prior to Laurel, he served as Vice President of Business Development at Bailard, Inc., an investment management firm based in the San Francisco Bay Area, where he focused on client relationships and strategic growth initiatives. Mr. Zamani graduated from the University of California, Berkeley with a Bachelor of Science, Business Administration and holds a Master of Business Administration from the University of California, Berkeley, Haas School of Business. His expertise in technology, complemented by his finance background and community involvement, makes him a valuable addition to the Board.

Jon L. Girod is the owner, builder and developer of Quail Homes and related companies in Vancouver, Washington. Since 1989, he has built over 3,000 homes and developed more than 2,000 lots, with a primary focus on housing for empty nesters and multi-generational lifestyles. A past President of the Building Industry Association, Mr. Girod holds an accounting degree from Linfield University. He also is the founder of Careers in Construction NW, a nonprofit that embeds skilled trade centers on high school campuses, offering industry-relevant curriculum and networking opportunities to help students enter or advance in the skilled trades upon graduation. His business community involvement and expertise in operating a successful residential development company make him a valuable addition to the Board.

Stacey A. Graham is retired. She is the owner of What’s Next? Strategies, a consulting firm she founded in January 2020 that provides strategic, business, marketing and fund-raising counsel to nonprofit companies. From March 2021 until January 2022, she served as the interim President and Chief Executive Officer of The Historic Trust. Ms. Graham served as the President of the Humane Society for Southwest Washington from 2013 to 2020. Prior to that, she was the Executive Vice President and Chief Strategy Officer of First Independent Bank from 2005 until 2012, when the Bank was acquired by Sterling Savings Bank. After the acquisition, Ms. Graham served as Sterling’s Senior Vice President and Merger Integration Officer through the end of 2012. She was a member of the Board of Directors of LightHouse Community Credit Union from June 2017 until November 2020. She is an active volunteer and is involved in many regional and local organizations. In addition, Ms. Graham has served on the boards of YWCA of Clark County, Nonprofit Network of Southwest Washington, Northwest Pilot Project, Friends of the Family, Marion County Red Cross and Children First for Oregon. In 2019, she received the Iris Award given to women in leadership in Southwest Washington. Ms. Graham’s expertise in community banking and marketing, as well as her extensive civic and community involvement, make her a valuable resource to the Board.

B. Nicole Sherman is President and Chief Executive Officer of Riverview and Riverview Bank since July 2024. Ms. Sherman has over 30 years of banking experience at executive leadership levels and has been in the State of Washington for over 20 years. Ms. Sherman most recently served as Chief Operating Officer at Utah First Credit Union prior to joining Riverview. Prior to that, Ms. Sherman was Chief Operating Officer at Numerica Credit Union for three years, Executive Vice President, Director of Retail Banking and Digital Integration of Columbia Bank for ten years, and Executive Vice President, Chief Banking Officer at AmericanWest Bank for seven years. She began her career at Zions Bank, where she served for 15 years in various senior leadership roles. She has also led 11 successful mergers and acquisitions throughout her career. Passionate about her community and industry, Ms. Sherman serves on the Board of Directors for Greater Vancouver Chamber and Oregon Bankers Association. Ms. Sherman holds a Bachelor of Science degree in business administration; and in 2003, she was the first female instructor at Pacific Coast Banking Graduate School at the University of Washington, Foster School of Business and was named 2023 Instructor of the Year.

Patricia W. Eby is Chair of the Board of Riverview Trust Company, a position she has held since 2022. Ms. Eby is a retired Certified Public Accountant. She retired in April 2019 from Peterson & Associates P.S., a certified public accounting firm in Vancouver, Washington, having been affiliated with the firm for 41 years, including 19 years as President and sole owner. Ms. Eby has a B.S. in Accounting from Walla Walla College and a J.D. from Lewis & Clark Law School. She is active in Rotary, PeaceHealth Foundation and the Free Clinic. Ms. Eby’s extensive financial background, tax and accounting expertise, and business and personal contracts in the local market make her a valuable resource to the Board. Ms. Eby has been designated as the audit committee financial expert.

Gerald L. Nies is Chairman of the Board of the Bank and of Riverview, positions he has held since August 2020. Mr. Nies is retired after 42 years in the insurance business. He was President and Chief Executive Officer of Nies Insurance Agency from 1985-2011 and then was Executive Vice President after selling the business to Brown & Brown, Inc. Currently, he is the owner of a small investment property management company. He attended Western Washington University and became a Chartered Property Casualty Underwriter. Mr. Nies is a past Board member of the Washington Independent Agents Association and past President of the National Agent Advisory Council for Safeco Insurance. He also served as one of the five Clark County Emergency Medical Services Administrative Board members, elected Council Member for the City of Battle Ground and Fire Chief for the City of Battle Ground. In 2024 Mr. Nies joined the board of TSO NW, a local charity supporting veterans. Mr. Nies’ diverse career has afforded him expertise in managing financial and operational aspects of business, as well as customer relations.

Valerie Moreno has been the Chief Information Officer (“CIO”) and Chief Information Security Officer (“CISO”) at Reed College since February 2022. In this role, she is responsible for delivering information technology services, strategic planning and developing and maintaining security policies and standards. Prior to that, Ms. Moreno served as the CIO/CISO for Clark College, a position she held from January 2018 to February 2022. In that capacity, she also served as the CIO/CISO liaison between Clark College and the Washington State Community and Technical College system. She served as CISO lead for the IT Security Council for all 34 community and technical colleges. From May 2015 to January 2018, Ms. Moreno was the Director of IT Services for Portland Community College, and previously worked at Northwestern University, AT&T and Qwest. She holds a Bachelor of Science degree from DeVry University in Network and Communication Management. Ms. Moreno previously served on the boards of Centro Cultural, a nonprofit serving the Latino community of Portland, as well as the Chicago Women in Trades and Girls in the Game organizations. She also has prior connections to the PCC Foundation, Youth Job Center and the Hispanic Bell Management Association. Her expertise in technology and information security make her an important addition to the Board.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

AND CORPORATE GOVERNANCE MATTERS

Board of Directors

The Boards of Directors of Riverview and Riverview Bank conduct their business through Board and committee meetings. During the fiscal year ended March 31, 2026, the Riverview Board of Directors held 11 regular meetings and the Bank Board of Directors held 11 regular meetings. No director attended fewer than 75% of the total meetings of the Boards and committees on which he or she served during this period. The Board of Directors regularly meet in executive session, outside of the presence of the Chief Executive Officer and management.

Committees and Committee Charters

Riverview and Riverview Bank’s Boards of Directors have joint Executive, Audit, and Nominating and Governance Committees. Riverview Bank’s Board of Directors also has standing Compensation, Senior Loan and Technology Committees, as well as several other committees. The Audit, Nominating and Governance, and Compensation Committees have adopted written charters, copies of which are available on our website at www.riverviewbank.com. Committee membership is reflected below.

 

Executive

 

Audit

 

Nominating and
Governance

 

Compensation

 

Senior
Loan

 

Technology

Bradley J. Carlson

Patricia W. Eby

Chair

Jon L. Girod

Stacey A. Graham

Chair

Larry A. Hoff

Chair

Valerie Moreno

Chair

Gerald L. Nies

Chair

B. Nicole Sherman

Bess R. Wills

Kourosh N. Zamanizadeh

Recently appointed Directors Girod and Zamanizadeh will be appointed to committees in connection with the Board’s annual committee review process in August.

The Executive Committee acts for the Board of Directors when formal Board action is required between regular meetings. The Committee has the authority to exercise all powers of the full Board of Directors, except that it does not have the power to, among other things, declare dividends, authorize the issuance of stock, amend the Bylaws or approve any agreement of merger or consolidation other than mergers of Riverview subsidiaries. The Executive Committee met three times during the fiscal year ended March 31, 2026.

The Audit Committee oversees management’s fulfillment of its financial reporting responsibilities and maintenance of an appropriate internal control system. It also has the sole authority to appoint or replace our independent registered public accounting firm (“independent auditor”) and oversees the activities of our internal audit functions. The Audit Committee also assists the Board in fulfilling its oversight responsibilities relating to the quality and integrity of financial reports. The Committee meets with the independent auditor to discuss the results of the annual audit and quarterly procedures and to review the audit report prepared by the independent auditor. The members of the Audit Committee also receive and review all reports, findings, disclosures and other information presented to them by the officers regarding financial reporting policies and practices. The Audit Committee regularly meets in executive session with the independent auditor and also routinely meets in executive session with Riverview’s Director of Risk Management. The Audit Committee believes it has fulfilled its responsibilities under its charter. Each member of the Audit Committee is “independent,” in accordance with the requirements for companies listed on The Nasdaq Stock Market LLC (“NASDAQ”). In addition, Ms. Eby has been designated by the Board of Directors as the “audit committee financial expert,” as defined by the SEC. The Audit Committee met four times during the fiscal year ended March 31, 2026.

The Nominating and Governance Committee oversees Riverview’s corporate governance principles and practices. It is also responsible for evaluating overall Board structure, assessing the skills, backgrounds and experience that are represented on the Board. The Committee proposes nominees for appointment or election to the Board and conducts searches to fill director vacancies and the Chief Executive Officer position. Final approval of director nominees is made by the full Board, based on the recommendations of the Committee. The Committee also reviews the level and form of director compensation and manages the Board and committee self-evaluation process. Each member of the Committee is “independent,” in accordance with the requirements for companies listed on NASDAQ. The Committee believes it has fulfilled its responsibilities under its charter. The Committee met eight times during the fiscal year ended March 31, 2026.

Only those nominations made by the Committee or properly presented by shareholders will be voted upon at the annual meeting. As part of its director nominee evaluation process, the Board considers diverse viewpoints, backgrounds and experiences, as well as gender, age, race and ethnicity, as important in the selection of directors to enhance the Board’s diversity. In its deliberations for selecting candidates for nominees as director, the Nominating and Governance Committee evaluates the qualifications of individual candidates, including identifying the beneficial impact a candidate will have on Riverview and the Board in terms of skill set, knowledge of the banking business, the candidate’s independence, communication skills, education, individual success in chosen fields, business development contributions, character, expertise, experience and involvement in community, business and civic affairs. The Committee also considers whether the candidate would provide for adequate representation of the market area of Riverview Bank. Any nominee for director made by the Committee must be highly qualified regarding some or all these attributes. In searching for qualified director candidates to fill vacancies in the Board, the Committee solicits its current Board of Directors for names of potentially qualified candidates. Additionally, the Committee may request that members of the Board of Directors pursue their own business contacts for the names of potentially qualified candidates. The Committee would then consider the potential pool of director candidates, select the candidate the Committee believes best meets the then-current needs of the Board, and conduct a thorough investigation of the proposed candidate’s background to ensure there is no past history that would cause the candidate not to be qualified to serve as a Riverview director. The Committee will consider director candidates recommended by our shareholders. If a shareholder submits a proposed nominee, the Committee would consider the proposed nominee, along with any other proposed nominees recommended by members of our Board of Directors, in the same way the Committee would evaluate its nominees for director. For a description of the proper procedure for shareholder nominations, see “Shareholder Proposals and Nominations” in this Proxy Statement.

The Compensation Committee has overall responsibility for: (1) approving and evaluating the compensation programs and policies for Riverview’s executive officers, which are designed to attract, motivate and retain key individuals responsible for the success of Riverview as a whole; (2) administering and maintaining such programs in a manner that will benefit the long-term interests of Riverview and its shareholders; (3) approving the salary, bonus, stock equity-based and other compensation of Riverview’s executive officers; and (4) periodically reviewing management development activities and succession plans. The Committee meets, outside of the presence of the Chief Executive Officer, to evaluate the Chief Executive Officer’s performance relative to stated goals and approve cash and equity compensation. The Chief Executive Officer makes recommendations to the Committee regarding the compensation of all other executive officers. The Committee considers the Chief Executive Officer’s recommendations, evaluates the performance of the executive officers and determines cash and equity compensation for the executive officers. Each member of the Compensation Committee is “independent,” in accordance with the requirements for companies listed on NASDAQ. The Committee believes it has fulfilled its responsibilities under its charter. The Compensation Committee met four times during the fiscal year ended March 31, 2026.

The Senior Loan Committee consists of Director Nies and another independent director on a rotating basis, and the Chief Executive Officer, and is co-chaired by the Chief Credit Officer, who does not vote on matters presented to the Committee. If any member is unable to attend a meeting, the Chief Financial Officer acts in the member’s absence. The Committee reviews and approves all aggregate lending relationships over $6 million. The Senior Loan Committee met 21 times during the fiscal year ended March 31, 2026.

The Technology Committee reviews and monitors Riverview’s technology strategy and significant technology investments in support of its evolving business needs. The Committee consists of four directors, including the Chief Executive Officer, as well as the Chief Operating Officer, Chief Information Officer, the Director of Risk Management and the Chief Information Security Officer. The Committee reviews information technology strategy, significant new

product lines or technology investments and Riverview’s cybersecurity strategy. The Technology Committee met five times during the fiscal year ended March 31, 2026.

Director Qualifications and Experience

The Nominating and Governance Committee considers a number of criteria when selecting new members of the Board. The following table identifies the experience, qualifications, attributes and skills that the Committee considered in making its decision to nominate directors to our Board; however, the fact that a particular attribute was not considered should not be construed to be a determination that the director lacks such an attribute.


	Carlson	Eby	Girod	Graham	Hoff	Moreno	Nies	Sherman	Wills	Zamanizadeh
Experience, Qualification, Skill or Attribute
Professional standing in chosen field	ü	ü	ü	ü	ü	ü	ü	ü	ü	ü
Expertise in financial services or related industry	ü	ü		ü	ü			ü
Audit Committee Financial Expert (actual or potential)		ü
Civic and community involvement	ü	ü	ü	ü	ü	ü	ü	ü	ü	ü
Other public company experience	ü
Leadership and team building skills	ü		ü	ü	ü		ü	ü	ü	ü
Diversity by race, gender or culture		ü		ü		ü		ü	ü	ü
Specific skills/knowledge
Finance	ü	ü			ü		ü	ü	ü	ü
Technology						ü	ü	ü	ü	ü
Marketing	ü		ü	ü	ü		ü	ü	ü
Public affairs	ü		ü	ü	ü		ü	ü
Human resources	ü	ü		ü	ü		ü	ü	ü
Governance	ü				ü	ü	ü	ü	ü

Board Involvement in Risk Management Process

Risk management is the responsibility of management and risk oversight is the responsibility of the Board. The Board administers its risk oversight function principally through the division of responsibility within its committee structure, with each board committee being responsible for overseeing risk within its area of responsibility. For example, our Audit Committee plays an important role overseeing our internal audit function and is responsible for reviewing significant reports prepared by the internal audit department. Significant risk oversight matters considered by the committees are reported to and considered by the Board. Some significant risk oversight matters are reported directly to the Board, including matters not falling within the area of responsibility of any committee. Types of risk with the potential to adversely affect Riverview include credit, interest rate, liquidity, compliance risks, cybersecurity and risks relating to our operations and reputation.

Directors keep themselves informed of the activities and condition of Riverview and of the risk environment in which it operates by regularly attending Board and assigned Board committee meetings, and by review of meeting materials, auditors’ findings and recommendations, and supervisory communications. Directors stay abreast of general industry trends and any statutory and regulatory developments pertinent to Riverview and the Bank by periodic briefings by senior management, counsel, auditors or other consultants, and by more formal director education.

The Board oversees the conduct of Riverview’s business and administers the risk management function by:

●

selecting, evaluating, and retaining competent senior management;

●

establishing, with senior management, Riverview’s short- and long-term business objectives, and adopting operating policies to achieve these objectives in a legal and sound manner;

●

monitoring operations to ensure that they are controlled adequately and are in compliance with laws and policies;

●

overseeing Riverview’s business performance; and

●

ensuring that the Bank helps to meet our communities’ credit needs.

These responsibilities are governed by a complex framework of federal and state law and regulation as well as regulatory guidelines applicable to the operation of Riverview and the Bank.

The Board ensures that all significant risk-taking activities are covered by written policies that are communicated to appropriate employees. Specific policies cover material credit, market, liquidity, operational, legal and reputation risks. The policies are formulated to further Riverview’s business plan in a manner consistent with safe and sound practices. The Board ensures that all such policies are monitored by senior management to make certain that they conform with changes in laws and regulations, economic conditions, and Riverview’s and the Bank’s circumstances. The policies are implemented by senior management who develop and maintain procedures, including a system of internal controls, designed to foster sound practices, to comply with laws and regulations, and to protect Riverview against external crimes and internal fraud and abuse. To assist Riverview with respect to risk management, and to assist the Board and Board committees with respect to risk oversight, the Bank employs a Senior Vice President, Director of Risk Management, who works to identify and assess risks in all areas of Riverview and the Bank. The Director of Risk Management reports to the Audit Committee, attends meetings of the Audit Committee on a regular basis, and attends Board and other committee meetings as needed.

Management regularly provides the Board and its various committees with a significant amount of information regarding a wide variety of matters affecting Riverview. This includes senior management reports to the Board. These reports present information in a form meaningful to members of the Board, who recognize that the level of detail and frequency of individual senior management reports will vary with the nature of risk under consideration and Riverview’s and the Bank’s unique circumstances. Matters presented to the Board and Board committees generally include information with respect to risk. The Board and Board committees consider the risk aspects of such information and often request additional information with respect to issues that may involve risk to Riverview. The Board and Board committees also raise risk issues on their own initiative.

The Board has established a mechanism for independent third-party review and testing of compliance with policies and procedures, applicable laws and regulations, and the accuracy of information provided by senior management. This is accomplished, for example, by an internal auditor reporting directly to the Audit Committee. In addition, an external audit is performed. The Audit Committee reviews the auditors’ findings with senior management and monitors senior management’s efforts to resolve any identified issues and recommendations. The Audit Committee provides regular reports of its activities to the Board.

The Board also reviews reports of inspection and examination or other supervisory activity, and any other material correspondence received from Riverview’s regulators. Findings and recommendations, if any, are carefully reviewed, and progress in addressing such matters is routinely monitored.

Corporate Governance

We are committed to establishing and maintaining high standards of corporate governance. The Board of Directors is cognizant of its responsibility to comply with the provisions contained in the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC adopted thereunder, as well as NASDAQ rules with respect to corporate governance. The Board and its committees will continue to evaluate and improve our corporate governance principles and policies as necessary and as required.

Leadership Structure. The positions of Chairman of the Board and of President and Chief Executive Officer are held by two different people, which has been the case since April 2018. In addition, Director Bess R. Wills serves as Vice Chair of the Board and leads the Board in the absence of the Chairman of the Board. The Chairman and Vice Chair are recommended by the Nominating and Governance Committee for appointment by the Board. The Board believes the leadership structure is appropriate for Riverview because it provides segregation of duties between managing Riverview and leadership of the Board. It also allows the President and Chief Executive Officer to focus on the day-to-day business of managing our operations, while the Chairman leads the Board.

Director Independence and Tenure. Our common stock is listed on the NASDAQ Global Select Market. In accordance with NASDAQ requirements, at least a majority of our directors must be independent directors. The Board has determined that nine of our ten directors are independent, as defined by NASDAQ. Directors Carlson, Eby, Graham, Hoff, Moreno, Nies, Wills, Girod and Zamanizadeh are all independent.

Our goal is to have a diverse mix of directors with the appropriate experience, independence, knowledge and skills to oversee Riverview and its management team. As part of our Board refreshment efforts, the Board added five new directors in the past five years. New directors bring fresh perspectives and valued skill sets. The directors have an average tenure of 6.5 years, which the Board believes appropriately balances experience and new outlooks.

Code of Conduct. On December 18, 2025, the Board of Directors revised the Officer and Director Code of Conduct, Conflict of Interest and Whistleblower Policy that had originally been adopted on December 17, 2003. The Code is applicable to each of Riverview’s directors and officers, including the principal executive officer and senior financial officers, and requires individuals to maintain the highest standards of professional conduct. A copy of the Code of Conduct, Conflict of Interest and Whistleblower Policy is available on our website at www.riverviewbank.com.

Communication with the Board of Directors. The Board of Directors maintains a process for shareholders to communicate with the Board. Shareholders wishing to communicate with the Board should send any communication to the Corporate Secretary, Riverview Bancorp, Inc., 900 Washington Street, Suite 900, Vancouver, Washington 98660. Any communication must state the number of shares beneficially owned by the shareholder making the communication. The Corporate Secretary will forward such communication to the full Board of Directors or to any individual director or directors to whom the communication is directed unless the communication is unduly hostile, threatening, illegal or similarly inappropriate, in which case the Corporate Secretary has the authority to discard the communication or take appropriate legal action.

Annual Meeting Attendance by Directors. We do not have a policy regarding Board member attendance at annual meetings of shareholders. All members of the Board of Directors attended the 2025 annual meeting of shareholders.

Related Party Transactions. Federal regulations require that all loans or extensions of credit to executive officers and directors must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons (unless the loan or extension of credit is made under a benefit program generally available to all other employees and does not give preference to any insider over any other employee) and does not involve more than the normal risk of repayment or present other unfavorable features. Because Riverview Bank does not have an employee loan policy, it is therefore prohibited from making any new loans or extensions of credit to its executive officers and directors at different rates or terms than those offered to the general public and has adopted a policy to this effect. The aggregate commitment amount of loans by the Bank to its executive officers and directors was approximately $6,994,370 million at March 31, 2026. These loans (1) were made in the ordinary course of business, (2) were made on substantially the same terms and conditions, including interest rates and collateral, as those prevailing at the time for comparable transactions with the Bank’s other customers and (3) did not involve more than the normal risk of collectability or present other unfavorable features when made. All loans are made pursuant to the Bank’s

normal loan approval and review procedures, which are governed by written policies. In addition, all loans and aggregate loans to individual directors and executive officers are required to be reported to the Board.

Hedging Policy. Riverview’s insider trading policy prohibits directors and executive officers from purchasing financial instruments or otherwise engaging in transactions that hedge or offset any decrease in the market value of Riverview’s equity securities.

Compensation Recovery Policy. Effective December 1, 2023, the Board of Directors adopted the Riverview Bancorp Compensation Recovery Policy in accordance with the applicable rules of Section 10D of the Securities Exchange Act, Rule 10D-1 under the Securities Exchange Act and Nasdaq Listing Rule 5608, to provide for the recovery of certain incentive compensation in the event of an accounting restatement of Riverview’s financial statements due to material noncompliance with any financial reporting requirement under U.S. securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The policy applies to Riverview’s current and former executive officers, including the named executive officers, and is administered by the Compensation Committee.

Insider Trading Policies and Procedures. We have adopted insider trading policies and procedures applicable to our directors and executive officers (collectively, "insiders"), and have implemented processes that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing standards. Our policies prohibit insiders and related persons and entities from trading in securities of Riverview and other companies while in possession of material, nonpublic information. Our policies also prohibit insiders from disclosing material, nonpublic information of Riverview, or another publicly traded company, to others who may trade on the basis of that information. The policies require that insiders only trade in Riverview stock during an open window period and pre-clear all transactions in Riverview securities. Our directors and executive officers must also comply with additional trading restrictions. This summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our Riverview Bancorp, Inc. Policies and Procedures Governing Trading in Securities and Confidentiality of Insider Information, copies of which is included as Exhibit 19 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

DIRECTORS’ COMPENSATION

The following table shows the compensation paid to our directors for the fiscal year ended March 31, 2026, with the exception of B. Nicole Sherman, who is our President and Chief Executive Officer and whose compensation is included in the section entitled, “Executive Compensation.”


		Fees Earned or		All Other
Name		Paid in Cash ($)		Compensation ($)		Total ($)
Gerald L. Nies		68,700		—		68,700
Bess R. Wills		44,400		—		44,400
Bradley Carlson		43,300		—		43,300
Patricia W. Eby		48,800		—		48,800
Stacey A. Graham		49,700		—		49,700
Valerie Moreno		44,000		—		44,000
Larry A. Hoff		45,500		—		45,500
Jon L. Girod (1)		—		—		—
Kourosh N. Zamanizadeh (1)		—		—		—

(1)	Messrs. Girod and Zamanizadeh were appointed to the Board effective as of March 30, 2026 and did not receive any compensation during the fiscal year ended March 31, 2026.

Directors receive an annual retainer of $20,000 and a fee of $1,000 for each Board meeting attended. Non-employee directors also receive $300 for each committee meeting or work session attended and $4,500 annually for serving as a director on the Riverview Trust Company Board. The Nominating and Governance Committee recommends to the Board of Directors the amount of fees paid for service on the Board. Directors also receive an annual retainer for the

following Board positions: Chairman of the Board, $20,000; Vice-Chairman of the Board, $5,000; and Committee chairs, $7,000.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table shows information regarding compensation earned by our named executive officers.


										Non-equity
										Incentive
								Stock		Plan		All Other
				Salary		Bonus		Awards		Compensation		Compensation
Name and Principal Position		Year		($)		($)(1)		($)(2)		($)(3)		($)(4)		Total ($)
B. Nicole Sherman		2026		430,461		—		42,498		—		54,694		527,653
President and Chief Executive Officer (4)		2025		318,750		100,000		896,060		127,720		39,186		1,481,716

Daniel D. Cox		2026		339,304		—		33,501		—		22,403		395,208
Executive Vice President and Chief Operating Officer		2025		324,821		—		63,861		47,581		22,421		458,684

C. Evan Sowers		2026		354,497		—		34,999		44,864		22,735		457,095
President and Chief Executive Officer of Riverview Trust Company		2025		323,060		—		62,398		130,839		24,354		540,651

(1)

Ms. Sherman received a signing bonus upon commencement of employment on July 1, 2024, payable pursuant to her employment agreement, described below.

(2)

Represents the aggregate grant date value of awards, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation–Stock Compensation.” For a discussion of valuation assumptions, see Note 11 of the Notes to Consolidated Financial Statements in Riverview’s Annual Report on Form 10-K for the year ended March 31, 2026.

(3)

Paid pursuant to the incentive compensation program, described below.

(4)

The following table reflects the other compensation paid to our named executive officers in the year ended March 31, 2026.


								Mobile Phone/
		ESOP		401(k) Plan				Car Allowance/
		Contribution		Contribution		Life Insurance		Club Membership		Board
		($)		($)		Premium ($)		($)		Fees($)
B. Nicole Sherman		1,947		9,209		2,292		7,246		34,000
Daniel D. Cox		3,058		12,507		800		6,038		—
C. Evan Sowers		3,058		5,643		800		13,234		—

Employment and Change in Control Agreements. We have entered into employment and change in control agreements with each of the named executive officers. Ms. Sherman’s employment and change in control agreements both expire on July 1, 2027. Mr. Cox’s employment agreement and change in control agreement expire on August 31, 2028 and December 31, 2026, respectively. Mr. Sowers’s employment agreement and change in control agreement both expire on December 31, 2026, respectively. Employment agreements are subject to periodic renewal provisions and change in control agreements are subject to annual renewal provisions. For the year ended March 31, 2026, the annual salaries of Ms. Sherman, Mr. Cox and Mr. Sowers were $437,750, $345,050 and $360,500, respectively. The salaries, which are paid by Riverview Bank, must be reviewed annually and may be increased at the discretion of the Board. The employment agreements also provide that the executives will participate in our annual incentive plan and receive all benefits that we provide to our employees generally. The employment agreements provide that compensation must be paid in the event of disability, termination without cause or termination by the executive for reasons specified in the agreements. The change in control agreements provide that compensation must be paid in connection with a termination in the event of a change in control. These termination payments are described below under “Potential Payments Upon Termination.”

Compensation Program Elements. The Compensation Committee focuses primarily on the following four components in forming the total compensation program for our executive officers: base salary; incentive compensation; deferred compensation; and long-term incentive compensation. The current compensation plans involve a combination of salary and incentive compensation to reward short-term performance, and deferred compensation and equity awards to reward long-term performance.

Base Salary. The purpose of base salary is to create a secure base of cash compensation for our employees. Salary levels are designed to be competitive within the banking and financial services industries. In setting competitive salary levels, the Compensation Committee regularly evaluates current salary levels by surveying similar institutions in Washington, Oregon and the Western Region of the United States. The survey analysis focuses primarily on asset size, nature of ownership, type of operation and other common factors. Specifically, the Committee reviews a peer group comprised of 23 similarly sized community banks ranging in asset size from $1 billion to $4.5 billion. In addition, the Committee reviews the Aon McLagan Community Banking Survey and Economic Research Institute (ERI) Salary data. We analyze the survey results by position and compare the market data median to Riverview Bank's data. Midpoints of each Riverview pay range are compared to the market median of survey data to determine if pay range adjustments are necessary to remain competitive. The Compensation Committee also considers the relevant position’s scope of responsibility, the executive’s experience and tenure, and Riverview’s overall financial performance.

Incentive Compensation Program. We believe it is appropriate to provide individuals who are responsible for managing existing business and/or generating new business with competitive incentive compensation opportunities. Our incentive compensation plan is designed to provide for incentive compensation with established targets of up to 40% of salary for the Chief Executive Officer, 30% of salary for executive vice presidents and 10% to 30% of salary for senior management. Certain other officers may participate in the plan at a level of 10% to 30% of salary. By rewarding the attainment of goals, we truly utilize incentive for actual individual and corporate performance, and are competitive in the marketplace. We may utilize the services of compensation consultants, as needed, to remain fair and competitive in the future.

The Compensation Committee reviews and approves goals and incentive participation each year. Individual participant goals and performance modifier targets are communicated to participants in writing in the first quarter of the fiscal year to which the goals apply. Goals are measured against performance after the end of the fiscal year. Results are communicated the month following year-end for each participant. The performance modifier ranges from zero to a maximum of two times the salary at risk percentage. In making awards under the incentive compensation plan, the Compensation Committee and Chief Executive Officer or executive officers, as appropriate, review quantifiable data versus a plan approved by the Board. The plan also provides for subjective evaluation of performance by the Committee and Chief Executive Officer or executive officers, as appropriate.

Currently, performance measures include financial objectives such as profitability, asset quality, deposit growth and a non-financial objective based on individual personal goals. Participant salaries are recorded, with specific goals tied to Riverview’s goals for the year, and a percentage of compensation is noted as a target award opportunity. For example, if a named executive officer’s salary is $250,000 per year with a 30% target award opportunity, the opportunity for incentive compensation is $75,000 if goals are met at 100%. The target award opportunity is divided into several goals based on Riverview’s annual goals. A performance modifier is used to determine the percentage of the goal met. A goal partially met at 88% with a weight factor of 25% would look like this:

$250,000 x 30% target award opportunity = $75,000


Goal Weight		Performance Modifier		Result
0.25		0.88		0.22

$75,000 x 0.22 = $16,500

Performance goals are assessed annually and paid following the fiscal year end. For the fiscal year ended March 31, 2026, the performance goals for the named executive officers were as follows:


Category (Bank)		Weighting		Goal
Return on Average Assets		25%		Return on Average Assets of 0.38%
Deposit growth		30%		Deposit growth of 3%
Loan growth		30%		Loan growth of 3%
Personal goals		15%		Individual business plan goals

Category (Trust Company)		Weighting		Goal
Return on Average Assets (Bank)		35%		Return on Average Assets of 0.38%
Pre-Tax Income - Trust Company		50%		Pre-tax income of $3,000,000
Personal goals		15%		Individual business plan goals

Incentive compensation is awarded when Riverview achieves performance goals, subject to the discretion of the Compensation Committee. Maximum incentive compensation is limited to no more than 20% of net income. For 2026, the executive officers contributed to Riverview’s achievement by meeting their personal goals related to individual business plans and strategic plan initiatives. The Bank’s executive team, however, elected to forgo any payout related to personal goals because corporate goals were not met. The Bank’s executive team elected to put the priorities of the business, its people and shareholders first. Mr. Sowers, President and Chief Executive Officer of Riverview Trust Company, earned an incentive related to the pre-tax income of the Trust Company.

Long Term Incentive Compensation. We believe that performance-based pay opportunities and equity awards motivate high levels of performance, align the interests of the directors and officers with those of our shareholders and effectively recognize director and officer contributions to Riverview’s success. On July 26, 2017, our shareholders approved the 2017 Equity Incentive Plan. This plan provides for the award of stock options, restricted stock and restricted stock units. The 2017 Equity Incentive Plan is intended to provide us flexibility in our ability to motivate, recruit and retain the highly qualified officers and other key personnel who help Riverview meet its goals, as well as reward and encourage current directors and employees. The awards also serve to promote an executive’s continued service to Riverview by vesting over a period of several years. Awards are allocated based upon regulatory practices and policies, and the practices of other publicly-traded financial institutions as verified by external surveys. Awards are based upon the executive officers’ level of responsibility and expected contributions to Riverview and Riverview Bank. These factors differ from year to year, but are fundamentally driven by the Committee’s view on what is necessary to most effectively support Riverview’s business and leadership strategies.

In connection with the 2017 Equity Incentive Plan, on April 18, 2018, the Committee established the 2018 Long-Term Incentive Plan, under which the Committee determined to grant both time-based and performance-based awards to each of the named executive officers. The time-based awards vest ratably over a three-year period. Awards of performance-based restricted stock (“performance shares”) are contingent on attaining pre-established performance goals. The Committee reviews and approves goals in consultation with management. The Committee established threshold, target and stretch performance levels and associated payouts. At the end of the performance period, resulting payouts are determined based on Riverview’s performance relative to the performance goals. The performance shares vest ratably over a two-year period after the end of the performance period. For fiscal year 2026, the performance goal was based on Riverview’s earnings per share. This goal was not met for performance awards payable for fiscal year 2026 and the performance shares were forfeited.

Stock ownership is also enhanced through participation in our ESOP, under which eligible employees receive an allocation of Riverview stock based on a percentage of eligible wages. The Board of Directors has appointed an administrative committee of Riverview officers to administer the ESOP and the 401(k) Plan, and the named executive officers are eligible to participate in both of these plans. On an annual basis, Riverview allocates shares to the ESOP, which applies to all eligible participants including the named executive officers. In fiscal year 2026, Riverview contributed 25,000 shares into the ESOP on behalf of eligible participants, and matched 100% of the first three percent and 50% of the next two percent of participants’ contributions into the 401(k) Plan each payroll period.

Outstanding Equity Awards

The following information with respect to unvested stock awards as of March 31, 2026 is presented for the named executive officers. The named executive officers did not have any stock options outstanding at March 31, 2026.


				Equity Incentive Plan Awards:
		Equity Incentive Plan Awards:		Market Value of Shares or Units
		Number of Shares or Units of		of Stock that Have Not Vested
Name		Stock that Have Not Vested		($)(1)
B. Nicole Sherman		153,673	(2)	845,202
Daniel D. Cox		17,059	(3)	93,825
C. Evan Sowers		17,858	(4)	98,219

(1)

Amounts shown are calculated using the closing price of Riverview common stock of $5.50 on March 31, 2026.

(2)

Reflects 8,252 shares granted on September 19, 2025, which vest ratably over three years beginning on September 19, 2026; 5,534 shares granted on December 30, 2024, which vest ratably over three years beginning on July 10, 2025; 16,601 shares which vest 50% on July 10, 2026 and 50% on July 2027; and 125,130 shares which cliff vest on July 10, 2029.

(3)

Reflects 6,505 shares granted on September 19, 2025, which vest ratably over three years beginning on September 19,2 026; 2,372 shares granted on July 7, 2023, which vest ratably over three years from the date of grant; 4,744 shares which vest 50% on July 7, 2025 and 50% on July 2026; 2,772 shares granted on December 30, 2024, which vest ratably over three years beginning on July 10, 2025; and 5,543 shares which vest 50% on July 10, 2026 and 50% on July 2027.

(4)

Reflects 6,796 shares granted on September 19, 2025, which vest ratably over three years beginning on September 19,2026; 2,879 shares granted on July 7, 2023, which vest ratably over three years from the date of grant; 5,758 shares which vest 50% on July 7, 2025 and 50% on July 2026: 2,708 shares granted on December 30, 2024, which vest ratably over three years beginning on July 10, 2025; and 5,417 shares which vest 50% on July 10, 2026 and 50% on July 10, 2027.

Potential Payments Upon Termination

We have entered into agreements with the named executive officers that provide for potential payments upon disability, termination and retirement. In addition, our equity plans also provide for potential payments upon termination. The following table shows, as of March 31, 2026, the value of potential payments and benefits following a termination of employment under a variety of scenarios.


		Termination
		Without Cause
		by Employer		Qualifying