10 unchanged sentences
In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).
−Removed: As permitted by SEC guidance, management excluded from its assessment the operations of Hometown Bancorp, Ltd., which the Company acquired on February 10, 2023, as described in “Note 2 – Acquisitions” of the Notes to the Consolidated Financial Statements included in item 8 in this report.
−Removed: The fair value of assets acquired from Hometown Bancorp, Ltd.
−Removed: at the acquisition date represented 14.6% of the consolidated total assets of the Company as of December 31, 2023.
Based on this assessment management has determined that, as of December 31, 2024, the Company’s internal control over financial reporting is effective based on the specified criteria.
−Removed: The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, has been audited by FORVIS, LLP, an independent registered public accounting firm, as state in their report herein – “Report of Independent Registered Accounting Firm.”
+Added: The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, has been audited by Forvis Mazars, LLP, an independent registered public accounting firm, as state in their report herein – “Report of Independent Registered Accounting Firm.”
Changes in Internal Controls over Financial Reporting
7 unchanged sentences
Rule 10b5-1 Trading Arrangements
−Removed: The following table describes, for the quarter ended December 31, 2023, each trading arrangement for the sale or purchase of our securities adopted, terminated or for which the amount, pricing or timing provisions were modified by our directors and officers (as defined in Rule 16a-1(f) of the Exchange Act) that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “ Rule 10b5-1 trading arrangement”) or (2) a “ non-Rule 10b5-1 trading arrangement ” (as defined in Item 408(c) of Regulation S-K):
−Removed: Aggregate Number of
−Removed: Purchased or Sold
−Removed: Johnson ( director )
−Removed: Adoption ( Oct.
−Removed: Non-Rule 10b5-1
−Removed: 2,000 shares of common stock
+Added: For the quarter ended December 31, 2024, there were no trading arrangements for the sale or purchase of our securities adopted , terminated or for which the amount, pricing or timing provisions were modified by our directors and officers (as defined in Rule 16a-1(f) of the Exchange Act) that was either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “ Rule 10b5-1 trading arrangement”) or (2) a “ non-Rule 10b5-1 trading arrangement ” (as defined in Item 408(c) of Regulation S-K).
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
1 unchanged sentence
The information required in Part III, Item 10 will be under the headings “Proposal 1—Election of Directors,” “Executive Officers,” “Corporate Governance,” “Committees of the Board of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s definitive proxy statement for the 2025 Annual Meeting of Shareholders, incorporated herein by reference.
+Added: We have an Insider Trading Policy that governs the purchase, sale, and/or other disposition of the Company's securities that applies to all directors, officers, employees, certain other covered persons and the Company itself.
+Added: The Company believes that our Insider Trading Policy and procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and listing standards applicable to the Company.
+Added: A copy of our Insider Trading Policy is filed as Exhibit 19 to this Report.
EXECUTIVE COMPENSATION
36 unchanged sentences
(filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 26, 2022 and incorporated herein by reference).
−Removed: Agreement and Plan of Merger, dated January 18, 2022, by and between Bank First Corporation and Denmark Bancshares, Inc.
−Removed: (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 19, 2022 and incorporated herein by reference).
Restated Articles of Incorporation of Bank First Corporation (filed as Exhibit 3.1 to the Company’s Registration Statement on Form 10-12B/A (File No.
23 unchanged sentences
Separation Agreement and General Release dated November 15, 2023 between Bank First Corporation and Joan Woldt*
+Added: Insider Trading Policy
Subsidiaries of Bank First Corporation.
−Removed: Consent of Independent Registered Public Accounting Firm (FORVIS, LLP).
+Added: Consent of Independent Registered Public Accounting Firm (Forvis Mazars, LLP).
Power of Attorney contained on the signature pages of this 2024 Annual Report on Form 10-K and incorporated herein by reference.
29 unchanged sentences
February 28, 2025
+Added: February 28, 2025
/s/ Robert D.
6 unchanged sentences
February 28, 2025
+Added: /s/ Daniel C.
+Added: February 28, 2025
/s/ Timothy J.
2 unchanged sentences
February 28, 2025
+Added: /s/ Michael S.
+Added: Stayer-Suprick
February 28, 2025
+Added: Stayer-Suprick
February 28, 2025
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.