VersaBank 2024年度报告

FORM 40-F ☐Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934or☒Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934For the fiscal year ended:October 31, 2025Commission File Number:001-40805 VersaBank (Exact name of registrant as specified in its charter)Canada6029Not Applicable(Province or Other Jurisdiction ofIncorporation or Organization)(Primary Standard IndustrialClassification Code)(I.R.S. EmployerIdentification No.) 140 Fullarton Street, Suite 2002London, Ontario N6A 5P2Canada(519) 645-1919(Address and telephone number of registrant’s principal executive offices) Cogency Global Inc.122 East 42ndStreet, 18thFloorNew York, NY 10168(800) 221-0102(Name, address (including zip code) and telephone number (including area code)of agent for service in the United States) Securities registered or to be registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None For annual reports, indicate by check mark the information filed with this form: ☒Annual Information Form☒Audited Annual Financial Statements Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of theperiod covered by the annual report:31,945,535 common shares Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the ExchangeAct during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) hasbeen subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.Emerging growth company☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards† provided pursuant to Section 13(a) of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ EXPLANATORY NOTE Versabank (the “Bank”) is a Canadian issuer that is permitted, under the multijurisdictional disclosure system adopted in theUnited States, to prepare this Annual Report on Form 40-F (this “Annual Report”) pursuant to Section 13 of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), in accordance with Canadian disclosure requirements, which aredifferent from those of the United States. The Bank is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Actand Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). Equity securities of the Bank are accordinglyexempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3 thereunder. PRINCIPAL DOCUMENTS The following documents are filed as part of this Annual Report: A.Annual Information Form For the Bank’s Annual Information Form for the year ended October 31, 2025, see Exhibit 99.1 of this Annual Report. B.Audited Annual Financial Statements For the Bank’s Audited Consolidated Financial Statements as at and for the year ended October 31, 2025, including the Reportof Independent Registered Public Accounting Firm with respect thereto, see Exhibit 99.2 of this Annual Report. C.Management’s Discussion and Analysis For the Bank’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year endedOctober 31