This summary highlights selected information in this joint proxy statement/prospectus and may not contain all of the information that is important to you. You should carefully read this entire joint proxy statement/prospectus and the other documents we refer you to for a more complete understanding of the matters being considered at the respective Broadway and CFBanc stockholder meetings. You should read the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus, in its entirety because the terms of the merger agreement, and not the descriptions thereof provided in this joint proxy statement/prospectus, will control the rights and obligations of the parties.

Broadway Financial Corporation

Broadway is a savings and loan holding company headquartered in Los Angeles, California. Broadway conducts its business operations primarily through its wholly-owned banking subsidiary, Broadway Federal Bank, f.s.b. (“Broadway Federal Bank”). Broadway Federal Bank was chartered in 1946 by three African-American entrepreneurs to provide loans for home ownership and other banking services in South Central Los Angeles to returning World War II soldiers. Broadway Federal Bank is a Community Development Financial Institution (“CDFI”) as certified by the United States Department of the Treasury and offers a variety of consumer and commercial banking services, including deposit accounts and loans for various purposes in primarily low- and moderate-income neighborhoods in Southern California. Its principal lending activity is making loans secured by small (5 to 20 units) multi-family residential properties located in those neighborhoods. At September 30, 2020, Broadway had, on a consolidated basis, assets of $499.2 million, customer deposits of $325.3 million and stockholders’ equity of $49.4 million.

Broadway’s voting common stock is listed and traded on the Nasdaq Capital Market under the trading symbol “BYFC.”

CFBanc Corporation

CFBanc is a bank holding company located in Washington, D.C. and founded in 1998 by economic justice advocates and community and business leaders in response to disinvestment and discrimination in low and moderate income areas. CFBanc conducts its business operations through its wholly-owned subsidiary, City First Bank of D.C., National Association (“City First Bank”) and through certain other subsidiaries and affiliates. City First Bank is a CDFI and national bank, that serves as a depository bank and commercial lender in low- and moderate-income communities in Washington, D.C. and the surrounding region. City First Bank is Washington, D.C.’s first CDFI bank and the first and the only certified B Corp bank based in Washington, D.C., having been so certified in 2017. CFBanc works to promote economic equity and opportunity by providing increased access to responsible capital and complementary financial services to underserved communities to ensure the long-term well-being and resilience of individuals, families, and institutions. At September 30, 2020, CFBanc had, on a consolidated basis, assets of $395.1 million, customer deposits of $300.4 million and stockholders’ equity of $38.5 million. CFBanc is a benefit corporation organized under Washington, D.C. law, consistent with its business model to increase the provision of capital to low- and moderate-income communities.

CFBanc common stock is not listed or traded on a stock exchange or market.

The terms and conditions of the merger are contained in the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus. You should read the merger agreement carefully and in its entirety as it, and not this joint proxy statement/prospectus, is the primary legal document that governs the merger.

Subject to the terms and conditions of the merger agreement, at the completion of the merger, CFBanc will merge with and into Broadway, with Broadway being the surviving corporation in a merger of equals. Following completion

of the merger, Broadway Federal Bank will merge with and into City First Bank (the “bank merger”), with City First Bank being the surviving bank (in such capacity, the “combined bank”).

In the merger, holders of CFBanc common stock will receive 13.626 shares of Broadway common stock for each share of CFBanc common stock they hold immediately prior to the effective time. Holders of CFBanc Class A common stock will receive shares of Broadway voting common stock and holders of CFBanc Class B nonvoting common stock will shares of a new class of nonvoting common stock of Broadway. Broadway will not issue any fractional shares of Broadway common stock in the merger. Holders of CFBanc common stock who would otherwise be entitled to a fraction of a share of Broadway common stock in the merger will instead receive an amount in cash (rounded to the nearest cent) equal to such fraction of a share multiplied by the Broadway closing share value.

Broadway common stock is listed on the Nasdaq Capital Market under the trading symbol “BYFC.” CFBanc common stock is not listed or traded on a stock exchange. The following table shows the closing sale prices of Broadway common stock as reported on the Nasdaq Capital Market on August 25, 2020, the last full trading day before the public announcement of the merger agreement, and on February 4, 2021, the last practicable trading day before the date of this joint proxy statement/prospectus. This table also shows the implied value of the merger consideration to be issued in exchange for each share of CFBanc common stock, which was calculated by multiplying the closing price of Broadway common stock on those dates by the exchange ratio of 13.626.

For further information on the exchange ratio, see the sections entitled “The Merger—Terms of the Merger” and “The Merger Agreement—Merger Consideration.”

In the merger, each share of CFBanc preferred stock outstanding immediately prior to the effective time will be converted into one share of Broadway Series A preferred stock. The Broadway Series A preferred stock will have rights, preferences, privileges, voting powers and restrictions thereof that are substantially similar to and, taken as a whole are not materially less favorable to the holders thereof than, those of the CFBanc preferred stock. The CFBanc preferred stock, and the Broadway Series A preferred stock, do not have general voting rights but are entitled to vote on certain matters. The terms of the Broadway Series A preferred stock to be issued upon conversion of the CFBanc preferred stock in the merger are set forth in Article FOURTH of the form of Broadway’s proposed amended and restated certificate of incorporation attached to this joint proxy statement/prospectus as Annex D.

For further information, see the section entitled “The Merger—Treatment of CFBanc Preferred Stock.”

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and it is a condition to the respective obligations of Broadway and CFBanc to complete the merger that Broadway and CFBanc each receive a legal opinion, from Arnold & Porter Kaye Scholer LLP (“Arnold & Porter”) and Covington & Burling LLP (“Covington & Burling”), respectively, to the effect that the merger will so qualify. Neither Broadway nor CFBanc currently intends to waive these conditions to the consummation of the merger. In the event that Broadway or CFBanc waives the condition to receive such tax opinion and the tax consequences of the merger are materially different from those described in this joint proxy statement/prospectus, then Broadway and CFBanc will recirculate appropriate soliciting materials and seek new approval of the merger from the holders of Broadway voting common stock and of CFBanc stock.

If the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, (1) U.S. holders of CFBanc common stock generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of their CFBanc common stock for Broadway common stock in the merger, except for any gain or loss that

may result from the receipt of cash by U.S. holders of CFBanc common stock instead of a fractional share of Broadway common stock and (2) U.S. holders of CFBanc preferred stock generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of their CFBanc preferred stock for Broadway Series A preferred stock.

You should be aware that the tax consequences to you of the merger may depend upon your own situation. In addition, you may be subject to state, local or foreign tax laws that are not discussed in this document. You should therefore consult with your own tax advisor for a full understanding of the tax consequences to you of the merger.

The Broadway board of directors has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of Broadway and its stockholders and has unanimously adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Broadway board of directors unanimously recommends that holders of Broadway voting common stock vote “FOR” the approval of the Broadway merger proposal and “FOR” the other proposals presented at the Broadway special meeting. For a more detailed discussion of the Broadway board of directors’ recommendation, see the section entitled “The Merger—Broadway’s Reasons for the Merger; Recommendation of the Broadway Board of Directors.”

The CFBanc board of directors has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of CFBanc and its stockholders and has unanimously adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. The CFBanc board of directors unanimously recommends that holders of CFBanc common stock and holders of CFBanc preferred stock vote “FOR” the approval of the CFBanc merger proposal and that the holders of the CFBanc Class A common stock vote “FOR” the CFBanc adjournment proposal if presented at the CFBanc special meeting. For a more detailed discussion of the CFBanc board of directors’ recommendation, see the section entitled “The Merger—CFBanc’s Reasons for the Merger; Recommendation of the CFBanc Board of Directors.”

In connection with the merger, Broadway’s financial advisor, Keefe, Bruyette & Woods, Inc. (“KBW”), delivered a written opinion, dated August 25, 2020, to the Broadway board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to Broadway of the exchange ratio in the proposed merger. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Annex B to this joint proxy statement/prospectus. The opinion was for the information of, and was directed to, the Broadway board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion does not address the underlying business decision of Broadway to engage in the merger or enter into the merger agreement or constitute a recommendation to the Broadway board of directors in connection with the merger, and it does not constitute a recommendation to any holder of Broadway voting common stock or any stockholder of any other entity as to how to vote in connection with the merger or any other matter.

For further information, see the section entitled “The Merger—Opinion of Broadway’s Financial Advisor” and Annex B to this joint proxy statement/prospectus.

At the August 25, 2020 meeting of the CFBanc board of directors, representatives of Raymond James & Associates, Inc. (“Raymond James”), rendered its oral opinion, subsequently confirmed in writing, to the CFBanc board of directors (solely in its members’ capacity as such), that, as of such date, the exchange ratio to be received by the holders of CFBanc common stock in the merger pursuant to the merger agreement is fair, from a financial point of view, to such holders based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Raymond James in connection with the preparation of its written opinion. The full text of the written opinion of Raymond James, dated August 25, 2020, is attached as Annex C to this joint proxy statement/prospectus.

The description of the opinion is qualified in its entirety by reference to the full text of the written opinion. CFBanc stockholders are urged to read the entire opinion carefully in connection with their consideration of the exchange ratio. The opinion of Raymond James speaks only as of the date of the written opinion. Neither the Raymond James opinion nor the summary of its opinion and the related analyses set forth in this joint proxy statement/prospectus is intended to be or constitute advice or a recommendation to the CFBanc board of directors or any CFBanc stockholders as to how the CFBanc board of directors, such CFBanc stockholder or any other person should vote or otherwise act with respect to the merger or any other matter.

For further information, see the section entitled “The Merger—Opinion of CFBanc’s Financial Advisor” and Annex C to this joint proxy statement/prospectus.

Holders of Broadway common stock will not be entitled to appraisal rights under the DGCL with respect to their shares in connection with the merger.

Holders of CFBanc common stock will be entitled, and holders of its preferred stock may be entitled, to appraisal rights under the DC BCA with respect to their shares in connection with the merger. For further information, see the section entitled “The Merger—Appraisal Rights in the Merger.”

A copy of Subchapter XI of the DC BCA is attached as Annex E to this joint proxy statement/prospectus. Holders of CFBanc stock who desire to exercise appraisal rights pursuant to Subchapter XI of the DC BCA are urged to consult a legal advisor before electing or attempting to exercise these rights.

In considering the Broadway board of directors’ recommendation to vote for the Broadway merger proposal, holders of Broadway common stock should take into account that Broadway’s directors and executive officers have interests in the merger that are different from, or in addition to, those of holders of Broadway common stock generally. These interests include:

The Broadway board of directors was aware of and considered these respective interests when deciding to adopt the merger agreement. For further information, see the section entitled “The Merger—Interests of Broadway’s Directors and Executive Officers in the Merger.”

In considering the CFBanc board of directors’ recommendation to vote for the CFBanc merger proposal, holders of CFBanc stock should take into account that CFBanc’s directors and executive officers have interests in the merger that are different from, or in addition to, those of holders of CFBanc stock generally. These interests include:

The CFBanc board of directors was aware of and considered these respective interests when deciding to adopt the merger agreement. For further information, see the section entitled “The Merger—Interests of CFBanc’s Directors and Executive Officers in the Merger.”

The board of directors of the combined company and the combined bank after the merger will have nine members, consisting of:

Upon completion of the merger, Wayne-Kent A. Bradshaw, the current President and Chief Executive Officer, and a director, of Broadway, will become the Chairman of the Board of Directors of the combined company and will serve in that capacity until the second anniversary of the date the merger is completed. Upon completion of the merger, Brian Argrett, the current Chief Executive Officer, and a director, of CFBanc will become the Chief Executive Officer, and Vice Chairman of the Board of Directors, of the combined company. Mr. Argrett will become the Chairman of the Board of the combined company on the second anniversary of the date the merger is completed, subject to the then-current board of directors of the continuing company’s exercise of its fiduciary obligations and vote. Ms. Marie C. Johns, a current member of the board of directors of CFBanc, has been designated by CFBanc pursuant to the merger agreement to serve as the initial lead independent director for the combined company.

As of the effective time, the principal corporate office of the combined company will be located in Los Angeles, California and the principal corporate office of the combined bank will be located in Washington, D.C.

Broadway and CFBanc each prepare their respective financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The merger will be accounted for using the acquisition method of accounting, and Broadway will be treated as the accounting acquirer.

Subject to the terms of the merger agreement, Broadway and CFBanc agreed in the merger agreement to cooperate with each other and use reasonable best efforts to prepare and file promptly all documentation necessary to obtain all permits, consents, approvals and authorizations of all third parties and governmental entities which are necessary or advisable to consummate the transactions contemplated by the merger agreement (including the merger and the bank merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such governmental entities. These approvals include approvals by the Office of the Comptroller of the Currency (the “OCC”) and the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), all of which have been obtained, subject to applicable U.S. Department of Justice (“DOJ”) waiting periods.

We expect to complete the merger in the first half of 2021.

As more fully described in this joint proxy statement/prospectus and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include:

The merger agreement may be terminated at any time prior to the completion of the merger, whether before or after the receipt of the required vote to approve the merger agreement by Broadway stockholders or CFBanc stockholders, in the following circumstances:

Neither Broadway nor CFBanc is permitted to terminate the merger agreement as a result of any increase or decrease in the market price or value of Broadway common stock or CFBanc common stock.

If the merger agreement is terminated under certain circumstances, including circumstances involving breach of the respective agreements of Broadway and CFBanc to each other not to seek alternative acquisition proposals and changes in the recommendation of CFBanc’s or Broadway’s respective boards of directors, CFBanc or Broadway may be required to pay a termination fee to the other equal to $1,750,000.

The rights of holders of CFBanc common stock are governed by the DC BCA and by the articles of incorporation and bylaws of CFBanc. In the merger, holders of CFBanc common stock will become holders of common stock of the combined company, which will be a corporation organized under Delaware and their rights will be governed by Delaware law and the certificate of incorporation and bylaws of Broadway, as amended and restated pursuant to the merger agreement. Holders of CFBanc common stock will have different rights once they become holders of common stock of the combined company due to differences between the CFBanc governing documents and the Broadway governing documents. These differences are described in further detail under “Comparison of Stockholders’ Rights.” The form of Broadway’s proposed amended and restated certificate of incorporation is attached as Annex D.

The shares of Broadway Class A common stock that will be issued upon conversion of CFBanc Class A common stock in the merger, and will have regular voting rights, will be listed for trading on the Nasdaq Capital Market. Following the merger, all existing shares of Broadway’s voting common stock, which will be renamed Class A common stock, will continue to be listed and traded on the Nasdaq Capital Market. The trading symbol for all shares of Broadway voting common stock, including existing shares and shares issued in the merger, will be “BYFC.”

The Broadway special meeting will be held on March 17, 2021, at 2:00 p.m., local time, as a virtual meeting conducted through the Internet via live webcast for the purposes stated below. The meeting will be conducted solely as a live webcast and there will not be any physical location for stockholder attendance at the meeting.

At the Broadway special meeting, holders of Broadway common stock will be asked to vote on proposals to:

You may vote at the Broadway special meeting if you owned shares of Broadway common stock at the close of business on January 25, 2021. As of that record date, 19,281,758 shares of Broadway voting common stock were outstanding, approximately 4.01% of which were owned and entitled to be voted by Broadway directors and executive officers and their affiliates. We currently expect that Broadway’s directors and executive officers and such affiliates will vote such shares in favor of the merger, although none of them has entered into any agreements obligating them to do so.

Approval of the Broadway merger proposal, Broadway public benefit corporation proposal and Broadway authorized share increase proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Broadway voting common stock. If you mark “ABSTAIN” on your proxy, do not submit a proxy or vote online during the Broadway special meeting and do not instruct your bank, broker or other nominee how to vote with respect to the Broadway merger proposal and such other proposals, it will have the same effect as a vote “AGAINST” the Broadway merger proposal and such other proposals. Approval of the Broadway compensation proposal and Broadway private placement proposal will require the affirmative vote of the holders of a majority of the shares voted on such proposals, provided that the shares voted must also constitute a majority of the quorum required for voting on such proposals. If you mark “ABSTAIN” on your proxy, do not submit a proxy or vote online during the Broadway special meeting and do not instruct your bank or broker how to vote with respect to the Broadway private placement proposal or the Broadway compensation proposal, you will not be deemed to have cast a vote with respect to such proposals and it will have no effect on the adoption of such proposals. Approval of the Broadway adjournment proposal will require the affirmative vote of the holders of a majority of the shares voted on such proposal. If you mark “ABSTAIN” on your proxy, do not submit a proxy or vote online during the Broadway special meeting and do not instruct your bank or broker how to vote with respect to the Broadway adjournment proposal, you will not be deemed to have cast a vote with respect to such proposal and it will have no effect on the adoption of such proposal.

The CFBanc special meeting will be held at 1432 U Street, N.W., Washington, D.C. and virtually via live webcast at www.virtualshareholdermeeting.com/CFBANC2021SM on March 17, 2021, at 9:00 a.m., local time. At the CFBanc special meeting, CFBanc stockholders will be asked to vote on the following proposal:

CFBanc Class A common stockholders will be asked to vote on the following additional proposal:

You may vote at the CFBanc special meeting if you owned shares of CFBanc Class A common stock, Class B common stock or preferred stock at the close of business on January 25, 2021. As of that record date, 1,027,438 shares of CFBanc Class A common stock were outstanding, less than 1% of which were owned and entitled to be voted by CFBanc directors and executive officers and their affiliates, and approximately 43.90% of which were owned and entitled to be voted by City First Enterprises, Inc. (“CFEnterprises”). Also at that record date, no outstanding shares of CFBanc Class B common stock or CFBanc preferred stock were owned and entitled to be voted by CFBanc directors and executive officers or their affiliates or by CFEnterprises. We currently expect that CFBanc’s directors and executive officers and CFEnterprises will vote their shares of Class A common stock in favor of the merger, although none of them has entered into any agreements obligating them to do so.

Approval of the CFBanc merger proposal will require the affirmative vote of the holders of two-thirds of the outstanding shares CFBanc Class A common stock, Class B common stock and preferred stock, each voting as a separate class. Approval of the CFBanc adjournment proposal will require the affirmative vote of the holders of a majority of the shares of CFBanc Class A common stock voting affirmatively or negatively on the proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote at the CFBanc special meeting, or fail to instruct your bank, broker, or other nominee how to vote with respect to the CFBanc merger proposal, it will have the same effect as a vote “AGAINST” the CFBanc merger proposal. If you mark “ABSTAIN” on your proxy, or do not submit a proxy, do not vote virtually at the CFBanc special meeting, and do not instruct your bank, broker, or other nominee how to vote on the CFBanc adjournment proposal, you will not be deemed to have cast a vote with respect to the adjournment proposal and it will have no effect on the CFBanc adjournment proposal.

Three complaints have been filed asserting, among others, claims under Section 14(a) of the Exchange Act against Broadway and the members of the Broadway board of directors and claims under Section 20(a) of the Exchange Act against the members of the Broadway board of directors for allegedly causing a materially incomplete and misleading registration statement on Form S-4 to be filed with the SEC. One complaint also included claims against CFBanc under Section 20(a) of the Exchange Act. Among other remedies, the plaintiffs in each complaint seek to enjoin the merger and require dissemination of a revised registration statement or rescission of the merger or an award of rescissory damages in an unspecified amount if the merger is consummated, and attorneys’ fees and costs. In addition, counsel for Broadway has also received a draft complaint on behalf of a purported holder of Broadway common stock containing similar disclosure allegations and making similar demands. Broadway believes that the claims in the pending and threatened litigation are without merit and intends to defend against them vigorously.

In evaluating the merger agreement, the merger, or the issuance of shares of Broadway common stock in the merger, you should carefully read this joint proxy statement/prospectus and give special consideration to the factors discussed in the section entitled “Risk Factors.”

The following table presents selected consolidated historical financial data of Broadway. The selected consolidated historical financial data as of December 31, 2019 and 2018, and for each of the years then ended, have been derived from Broadway’s audited consolidated financial statements and accompanying notes contained in this joint proxy statement/prospectus. The selected consolidated historical financial data as of December 31, 2017, 2016, and 2015, and for each of the years then ended, have been derived from Broadway’s audited consolidated financial statements for such years and accompanying notes, which are not contained in this joint proxy statement/prospectus. The selected consolidated historical financial data for Broadway as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019 have been derived from Broadway’s unaudited interim consolidated financial statements as of such date and for such periods contained in this joint proxy statement/prospectus. In the opinion of Broadway’s management, all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results of operations for such nine-month periods have been made.

The information set forth below is a summary only. You should read the following information together with Broadway’s consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this joint proxy statement/prospectus. Broadway’s historical consolidated financial data may not be indicative of the future performance of Broadway or the combined company.

The following table presents selected consolidated historical financial data of CFBanc. The selected consolidated historical financial data as of December 31, 2019 and 2018, and for each of the years then ended, have been derived from CFBanc’s audited consolidated financial statements and accompanying notes contained in this joint proxy statement/prospectus. The selected consolidated historical financial data as of December 31, 2017, 2016 and 2015, and for each of the years then ended, have been derived from CFBanc’s audited consolidated financial statements for such years and accompanying notes which are not contained this joint proxy statement/prospectus. The selected consolidated historical financial data for CFBanc as of September 30, 2020, and for the nine months ended September 30, 2020 and 2019, have been derived from CFBanc’s unaudited interim consolidated financial statements as of such date and for such periods which are contained in this joint proxy statement/prospectus. In the opinion of CFBanc’s management, all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results of operations for such nine-month periods have been made.

The information set forth below is a summary only. You should read the following information together with CFBanc’s consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in this joint proxy statement/prospectus. CFBanc’s historical consolidated financial data may not be indicative of the future performance of CFBanc or the combined company.