Freedom Financial : 2024 Meeting Notice and Proxy

Fairfax, Virginia 22030 703-242-5300

TO THE SHAREHOLDERS OF FREEDOM FINANCIAL HOLDINGS, INC.:

You are cordially invited to attend the 2024 Annual Meeting of Shareholders of Freedom Financial Holdings, Inc. The meeting will be held in person and via Zoom on Thursday, April 25, 2024, at 4 p.m., Eastern Time. The attached Notice of Annual Meeting of Shareholders and Proxy Statement provide details of the business to be conducted at the meeting.

It is important that your shares are represented and voted at the meeting whether or not you are able to attend in person. Please complete, date, sign, and return the enclosed proxy card today, even if you plan to attend the Annual Meeting. This will ensure that your vote is counted if you are unable to attend. You may also vote by telephone or over the Internet by following the instructions on the proxy card.

For the reasons set forth in the Proxy Statement, the Board unanimously recommends that you vote "FOR" the election of each nominee for director and "FOR" each matter to be considered.

Your interest and continued support of Freedom Financial Holdings, Inc. is sincerely appreciated.

President and Chief Executive OfficerMarch 26, 2024

Fairfax, Virginia 22030 703-242-5300

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS to be held April 25, 2024

TO THE SHAREHOLDERS OF FREEDOM FINANCIAL HOLDINGS INC:

The Annual Meeting of Shareholders of Freedom Financial Holdings Inc. (the "Holding Company" or the "Company") will be held at 10555 Main Street, Suite 600, Fairfax, VA and via Zoom on:

Thursday, April 25, 2024, at 4 p.m., Eastern Time, for the following purposes:

• 1. To elect three Class I directors to serve for a three-year term: and

• 2. To ratify the appointment of Crowe LLP as the Company's independent

• registered public accounting firm for the year ending December 31, 2024.

Only shareholders of record as of the close of business on February 23, 2024, are entitled to notice of and to vote at the meeting or any adjournment or postponement of the meeting.

By Order of the Board of Directors

Joseph J. Thomas

President and Chief Executive Officer

March 26, 2024

Please sign, date, and return your proxy promptly, whether or not you plan to attend the meeting in person. No postage is required if mailed in the United States in the enclosed envelope. You may also vote by telephone or over the Internet. If your shares are not registered in your name, you will need additional documentation from your record holder in order to vote in person at the meeting. The Proxy Statement and Annual Report are available atwww.freedom.bank.

PROXY STATEMENT

Freedom Financial Holdings (the "Holding Company") is providing you with these proxy materials in connection with the solicitation by and on behalf of the Board of Directors (the "Board") of the enclosed proxy to be used at its 2024 Annual Meeting of Shareholders (the "Annual Meeting") of the Holding Company. The Notice of Annual Meeting of Shareholders (the "Notice"), this Proxy Statement and the Company's 2023 annual report (the "2023 Annual Report") will be mailed on or about March 26, 2024, to shareholders of record as of February 23, 2024.

GENERAL INFORMATION

When is the Annual Meeting?

The Annual Meeting will be held on Thursday, April 25, 2024, at 4 p.m. Eastern Time.

Where will the Annual Meeting be held?

The Annual Meeting will be held at 10555 Main Street, Suite 600, Fairfax, VA and via Zoom.

What items will be voted on at the annual meeting?

There are two matters scheduled for a vote:

• 1. To elect three Class I directors to serve for a three-year term (Proposal One); and

• 2. To ratify the appointment of Crowe LLP as the Holding Company's independent registered public accounting firm for the year ending December 31, 2024 (Proposal

Two).

As of the date of this Proxy Statement, we are not aware of any other matters that will be presented for consideration at the Annual Meeting.

What are the recommendations of the Board?

Our Board recommends that you vote:

"FOR" Proposal One, the election of three Class I directors to serve for a three-year term: and

"FOR" Proposal Two, the ratification of the appointment of Crowe LLP as the Holding Company's independent registered public accounting firm for the year ending December 31, 2024.

Will the Holding Company's directors be in attendance at the Annual Meeting?

The Holding Company encourages, but does not require, its directors to attend annual meetings of shareholders. However, the Company anticipates that all of its directors will attend the 2024 Annual Meeting.

Who is entitled to vote at the Annual Meeting?

Only shareholders of record at the close of business on the record date, February 23, 2024, are entitled to receive notice of the Annual Meeting and to vote the shares for which they are shareholders of record on that date at the Annual Meeting, or any postponement or adjournment of the Annual Meeting. As of the close of business on February 23, 2024, we had 6,582,677 shares of voting common stock outstanding and entitled to vote at the Annual Meeting. On the record date, we also had 673,000 shares of non-voting common stock outstanding that do not have a right to vote on the matters to be voted on at the Annual Meeting.

How do I vote?

With respect to Proposal One, you may either vote "FOR" each of the nominees to the Board of Directors, or you may vote "WITHHOLD AUTHORITY" for one or more of the nominees. For each of the other proposals to be voted on, you may vote "FOR" or "AGAINST,"

or abstain from voting altogether. The procedures for voting are as follows:

Shareholders of Record: Shares Registered in Your Name. If on February 23, 2024, your shares were registered directly in your name with the Holding Company's transfer agent, American Stock Transfer & Trust Company, LLC, then you are a shareholder of record. If you are a shareholder of record, you may vote in person at the Annual Meeting or vote by giving us your proxy. You may give us your proxy by completing the enclosed proxy card and returning it in the enclosed postage-prepaid envelope, or by calling a toll-free telephone number or using the Internet as further described below and on the enclosed proxy card. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return the enclosed proxy card or to otherwise give your proxy authorization by telephone or Internet, as specified on the proxy card, to ensure your vote is counted. You may still attend the Annual Meeting and vote in person if you have already voted by proxy or have otherwise given your proxy authorization.

• • IN PERSON: To vote in person, come to the Annual Meeting, and we will give you a ballot when you arrive.

• • BY MAIL: To vote using the enclosed proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the postage pre-paid envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

• • BY INTERNET: To vote by Internet, go towww.voteproxy.com and use the Internet to transmit your voting instructions and for the electronic delivery of information until 11:59 p.m. Eastern Time on April 25, 2024. Have your proxy card available when you access the website and then follow the instructions.

• • BY TELEPHONE: To vote by telephone, registered owners (direct accounts) should call 1-800-690-6903 and use any touch-tone telephone to transmit your voting instructions until 11:59 p.m. Eastern Time on April 25, 2024. Have your proxy card available when you call the phone number above and then follow the instructions.

Beneficial Owners: Shares Registered in the Name of a Broker or Company. If on February 23, 2024, your shares were held in an account at a brokerage firm, Company, dealer, or other similar organization, then you are the beneficial owner of shares held in "street name," and these proxy materials are being forwarded to you by that organization. If you are a beneficial owner of shares registered in the name of your broker, Company or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from the Holding Company. Simply complete and mail the proxy card to ensure that your vote is counted. Alternatively, you may be able to vote by telephone or over the Internet as instructed by your broker or Company. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, Company, or other agent. Follow the instructions from your broker or Company included with these proxy materials or contact your broker or Company to request a proxy card.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of voting common stock owned by you as of the record date of February 23, 2024.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please provide a response (by telephone, Internet, or mail) for each proxy card you receive to ensure that all of your shares are voted.

What if I return a proxy card but do not make specific choices?

If you return a signed and dated proxy card without marking any voting selections, your shares will be voted: "FOR" the election of the director nominees named herein to serve on the Board and "FOR" the ratification of appointment of the auditors as set forth in the accompanying

Notice and further described herein.

If any other matter is properly presented at the meeting, your proxy (one of the individuals named on your proxy card) will vote your shares as recommended by the Board or, if no recommendation is given, will vote your shares using his or her discretion.

Can I change my vote after submitting my proxy card?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting.

If you are the shareholder of record of your shares, you may revoke your proxy in any one of three ways:

• • You may change your vote using the same method that you first used to vote your shares (by telephone, Internet or mail).

• • You may send a written notice that you are revoking your proxy to Freedom Financial Holdings, Inc., 10555 Main Street, Suite 600, Fairfax, Virginia 22030,

  Attention: Shaun Murphy, Corporate Secretary; or

• • You may attend the Annual Meeting and vote in person. Simply attending the Annual Meeting, however, will not, by itself, revoke your proxy.

If your shares are held by your broker or Company as a nominee or agent, you should follow the instructions provided by your broker or Company.

How are votes counted?

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count "FOR" and "WITHHOLD AUTHORITY" votes for Proposal One, and with respect to Proposal Two, "FOR," "AGAINST" and "ABSTAIN." A broker non-vote occurs when

a nominee, such as a brokerage firm, Company, dealer, or other similar organization, holding shares for a beneficial owner, does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner. In the event that a broker, Company, custodian, nominee, or other record holder of our common stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as broker non-votes with respect to that proposal. A broker or other nominee generally may vote on routine matters such as the ratification of the appointment of Crowe LLP (Proposal Two); therefore, no broker non-votes are expected to occur in connection with Proposal Two. The election of directors (Proposal One) is considered a non-routine matter under applicable rules, and a broker or other nominee cannot vote without instructions on these non-routine matters; therefore, broker non-votes may occur in connection with Proposal One. Accordingly, if you own shares through a nominee, such as a brokerage firm, Company, dealer or other similar organization, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.

If your shares are held by your broker as your nominee (that is, in "street name"), you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. Abstentions will be treated as shares present for the purpose of determining the presence of a quorum for the transaction of business at the Annual Meeting.

How many shares must be present to constitute a quorum for the Annual Meeting?

A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present if one-third of the outstanding shares entitled to vote are represented by in person or by proxy at the Annual Meeting. On February 23, 2024, the record date, there were 6,582,677 shares outstanding and entitled to vote. Thus, at least 2,194,225 shares must be represented at the Annual Meeting in person or by proxy to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy by mail, Internet or telephone (or one is submitted on your behalf by your broker, Company or othernominee) or if you vote in person at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement.

If a quorum is not present at the Annual Meeting, or if a quorum is present but there are not enough votes to approve one or more of the proposals, the person named as Chairman of the Annual Meeting may adjourn the meeting to permit further solicitation of proxies. A shareholder vote may be taken on one or more of the proposals in this Proxy Statement prior to any such adjournment if there are sufficient votes for approval on such proposal(s).

How many votes are needed to approve each proposal?

• • For Proposal One, the nominees receiving a plurality of "FOR" votes, among votes properly cast in person or by proxy, will be elected. Consequently, votes withheld, and broker non-votes will have no effect on this proposal.

• • Proposal Two must receive "FOR" votes from a majority of all votes cast at the Annual Meeting, whether in person or by proxy. For purposes of the vote on this proposal, abstentions will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered as being present for the purpose of determining the presence of a quorum.

How can I find out the results of the voting at the Annual Meeting?

The results of the voting will be read at the Annual Meeting and included in the minutes. Shareholders not attending the meeting may contact Shaun Murphy c/o Freedom Financial Holdings, Inc., 10555 Main Street, Suite 600, Fairfax, Virginia 22030, telephone (703) 667-4140, or email:smurphy@freedom.bankfor the results.

Who is paying for this proxy solicitation?

The cost of solicitation of proxies will be borne by the Holding Company. Solicitation will be made only by the use of mail, and if necessary, may be made in person or by telephone by officers and employees of the Company or Holding Company. We anticipate that brokerage houses and other nominees, custodians, and fiduciaries will be requested to forward the proxy solicitation material to the beneficial owners of the stock held of record by such persons, and the Company will reimburse them for their charges and expenses in this connection.

Whom should I contact if I have any questions?

If you have any questions about the Annual Meeting, these proxy materials or your ownership of our common stock, please contact Shaun Murphy c/o Freedom Financial Holdings, Inc., 10555 Main Street, Suite 600, Fairfax, Virginia 22030, telephone (703) 667-4140, or email:smurphy@freedom.bank.

PROPOSAL ONE ELECTION OF DIRECTORS

The Bylaws of the Holding Company provide that the business and affairs shall be managed and controlled by a Board of Directors having no fewer than five and no more than twenty members. By resolution of the Board, effective April 10, 2019, the Board was established at nine directors.

The Company's Articles of Incorporation provide that the terms of office of the directors shall be staggered by dividing them into three Classes with each Class consisting of one-third of the total, as near as may be. The current directors, the Class to which they were elected, and the expiration date of their current terms are set forth below. If elected at our annual meeting, the term of the Class I director nominee will expire at our annual meeting in 2026, the terms of the Class II director nominees will expire at our annual meeting in 2024 and the terms of the Class III director nominees will expire at our annual meeting in 2025.

Joseph M. English III (59), who was appointed to the Board in April 2019 to fill a vacant Class II position on the Board, has over thirty years of experience as a Certified Public Accountant, registered investment advisor and personal financial specialist. Joe began his accounting career in 1988 and became a partner in Burdette Smith and Bish LLC in 1998. Joe's focus is on financial statements, audits, reviews, compilations, tax planning and compliance for individuals and businesses. He earned a Bachelor of Science in Accounting from Wheeling Jesuit University in Wheeling, West Virginia.

David Honold

Director

John T. Rohrback

Vice Chairman

John T. Rohrback (78) has served as a director of the Bank since August 2004 and Vice Chairman of the Board of Directors since August 2013. He is Chairman of the Directors Loan Committee and a member of the Executive Committee, Risk & Audit Committee, and Asset / Liability Committee. He served as President and Chief Executive Officer of the Bank from 2004 to 2011 when he retired from active management. He joined Freedom in organization and upon its opening in 2001 was Executive Vice President and Senior Lending Officer. Previous to Freedom Bank, Mr. Rohrback was President and Chief Executive Officer and Director, of Heritage Bank, McLean VA from 1996 until 1999. Prior to that, Mr. Rohrback was President Elect and Director of Hallmark Bank and Trust Company in Springfield VA until its acquisition by F & M National Corporation in 1996. Mr. Rohrback was President and Chief Executive Officer of Federal City National Bank from 1990 until its merger. Mr. Rohrback began his banking career in 1965 at Signet Banking Corporation, serving in various lending and executive management positions including Senior Regional Executive for Northern Virginia, Washington DC and Suburban Maryland, and Director of Signet Bank, N.A. in the District of Columbia.

Recommendation of the Board

The Board of Directors unanimously recommends that shareholders vote "FOR" the election of each of the above nominees for director.

Incumbent Directors

Brandon C. Park

Director

Brandon C. Park (58), who joined the Board in March 2018 and was elected to a Class II position on the Board at last year's Annual Meeting, is the founder and Chief Executive Officer of Superlative Technologies, Inc. (SuprTEK) in Ashburn, Virginia, and grew his company from a startup in 1996 to projected revenues of more than $71 million in 2021. SuprTEK provides IT engineering and services to government and industry customers. Mr. Park earned his bachelor's degree in finance from Virginia Tech. He serves in multiple capacities for community and charitable organizations as a supporter, director, treasurer, and coach.

Joseph J. Thomas

President and Chief Executive Officer

Joseph J. Thomas (60) was appointed to serve as a director of the Company in August 2018. He was previously President and Chief Executive Officer of Bay Bancorp, a community Company with $700 million in total assets based in Columbia, Maryland, before its successful saleto Old Line Bancshares. He was formerly Managing Director of Hovde Private Equity Advisors and had a distinguished banking career with Wachovia Corporation for over twenty years, most recently as Managing Director and Head of Financial Institutions Investment Banking. Mr. Thomas holds a Bachelor of Arts degree from the University of Virginia and a Master's in Business Administration degree from Fuqua School of Business at Duke University.

David J. Honold

Director

David J. Honold - Mr. Honold was appointed to the Board in May of 2023 to fill a vacant Class II position on the Board. He has over 25 years of experience in the financial services sector. Prior to joining Patriot, he served as a Senior Portfolio Manager at Turner Investments. Mr. Honold's primary responsibilities included managing the firm's financial services focused hedge fund as well as research and security selection for banks, asset managers, insurers, brokers, REITs and financial technology companies for the firm's diversified equity portfolios. Prior to joining Turner, Mr. Honold held the position of Senior Research Analyst at Keefe, Bruyette & Woods. Mr. Honold began his career at the Federal Reserve Bank of New York as an Analyst in the Bank Supervision Group.

Cynthia C. Atwater

Director

Cynthia C. Atwater (66) has served as a director of the Company since 2003. Prior to 2003,

Ms. Atwater served on the Advisory Board of the Company as both Chairman and Vice Chairman until elected to the Board. Ms. Atwater is a Principal of OneDigital in the Washington D.C. Metro region where she focuses on empowering employers with exceptional benefits through the convergence of health, wealth, retirement, and HR solutions. She was formerly President and Chief Executive Officer of CCA Consulting, Inc. Ms. Atwater serves as a Trustee on the board for Youth for Tomorrow, an organization that provides at-risk youth a safe, healthy and compassionate environment for children and their families.

H. Jason Gold

Director

H. Jason Gold (69) has served as Chairman of the Board since July 2018 and as a director of the Company since May 2003. Mr. Gold is an attorney and recently retired, effective 12/31/2021 as a partner in the law firm Nelson Mullins Riley & Scarborough LLP. His practice and experience focused on bankruptcy, financial restructuring and business liquidations. Mr. Gold has also served as a bankruptcy trustee for more than thirty-five years. He was a partner in the law firm Wiley Rein LLP from 2002 until 2014, and as President of the law firm of Gold Morrison & Laughlin, P.C. from 1985 until 2002.

Maury Peiperl

Director

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Freedom Bank of Virginia published this content on 27 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 March 2024 14:16:28 UTC.