What changed in this filing

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Item 9A. Controls and Procedures

2023-03-24 compared with 2022-03-31 · 63 added, 56 removed, 78 unchanged (60% of the section changed)

2 unchanged sentences

Controls and Procedures

Management of the Company, with the participation of its Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the

effectiveness as of December 31, 2021 of the Company’s disclosure controls and procedures, as defined Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

In designing and evaluating the disclosure controls and procedures, management recognizes

that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating its controls and

Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the fiscal quarter covered by this Form 10-K.

Management of the Company, with the participation of its Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness as of December 31, 2022 of the Company’s

disclosure controls and procedures, as defined Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well

designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating its controls and procedures.

Based on this evaluation, the Company’s Chief

Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the fiscal quarter covered by this Form 10-K.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining internal control over financial reporting and for assessing the effectiveness of internal

control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Management has assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria established in

“Internal Control—Integrated Framework (2013 edition),” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on that assessment and criteria, management has determined that the Company has maintained

effective internal control over financial reporting as of December 31, 2021.

Management is responsible for establishing and maintaining internal control over financial reporting and for assessing the effectiveness of internal control over financial reporting, as such term

is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Management has assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria established in “Internal Control—Integrated Framework (2013

edition),” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on that assessment and criteria, management has determined that the Company has maintained effective internal control over financial reporting

as of December 31, 2022.

Oklahoma City, Oklahoma

7 unchanged sentences

Changes in Internal Control Over Financial Reporting

There were no significant changes made in the Company’s internal control over financial reporting during the fourth quarter of the year ended

December 31, 2021 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

There were no significant changes made in the Company’s internal control over financial reporting during the fourth quarter of the year ended December 31, 2022 that has materially affected, or is

reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

Directors, Executive Officers and Corporate Governance

The information required by this Item is incorporated herein by reference to the Proxy Statement (Schedule 14A) for its 2022 Annual Meeting of

Shareholders to be filed with the SEC within 120 days of our fiscal year-end.

The information required by this Item is incorporated herein by reference to the Proxy Statement (Schedule 14A) for its 2023 Annual Meeting of Shareholders to be filed with the SEC within 120

days of our fiscal year-end.

Executive Compensation

The information required by this Item is incorporated herein by reference to the Proxy Statement (Schedule 14A) for its 2022 Annual Meeting of

Shareholders to be filed with the SEC within 120 days of our fiscal year-end.

Security Ownership of Certain Beneficial Owners and Management and Related

Stockholder Matters

The information required by this Item is incorporated herein by reference to the Proxy Statement (Schedule 14A) for its 2022 Annual Meeting of

Shareholders to be filed with the SEC within 120 days of our fiscal year-end.

The information required by this Item is incorporated herein by reference to the Proxy Statement (Schedule 14A) for its 2023 Annual Meeting of Shareholders to be filed with the SEC within 120

days of our fiscal year-end.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is incorporated herein by reference to the Proxy Statement (Schedule 14A) for its 2023 Annual Meeting of Shareholders to be filed with the SEC within 120

days of our fiscal year-end.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is incorporated herein by reference to the Proxy Statement (Schedule 14A) for its 2022 Annual Meeting of

Shareholders to be filed with the SEC within 120 days of our fiscal year-end.

The information required by this Item is incorporated herein by reference to the Proxy Statement (Schedule 14A) for its 2023 Annual Meeting of Shareholders to be filed with the SEC within 120

days of our fiscal year-end.

Principal Accounting Fees and Services

The information required by this Item is incorporated herein by reference to the Proxy Statement (Schedule 14A) for its 2022 Annual Meeting of

Shareholders to be filed with the SEC within 120 days of our fiscal year-end.

The information required by this Item is incorporated herein by reference to the Proxy Statement (Schedule 14A) for its 2023 Annual Meeting of Shareholders to be filed with the SEC within 120

days of our fiscal year-end.

Exhibits, Financial Statement Schedules

2 unchanged sentences

Financial Statement Schedules

Financial statement schedules have been omitted because they are not applicable or not required or the required information is shown in the

Consolidated Financial Statements or Notes thereto under “Part II — Item 8.

Financial statement schedules have been omitted because they are not applicable or not required or the required information is shown in the Consolidated Financial Statements or Notes thereto

under “Part II — Item 8.

Financial Statements and Supplementary Data.”

7 unchanged sentences

2018 Equity Incentive Plan(8)

First Amendment to Bank7 Corp.

2018 Equity Incentive Plan(9)

Form of Stock Option award Agreement under the Bank7 Corp.

6 unchanged sentences

Travis issued under the 2018 Equity Incentive Plan (14)

Stock Award Agreement Between the Company and John T.

Phillips issued under the 2018 Equity Incentive Plan (14)

Share Acquisition Agreement dated as of October 6, 2021 by and among Bank7 Corp., Watonga Bancshares, Inc., Cornerstone Bank, and Randy Barrett solely in his

capacity as representative (15)

Stock Award Agreement Between the Company and Jason E.

Estes issued under the 2018 Equity Incentive Plan

Share Acquisition Agreement dated as of October 6, 2021 by and among Bank7 Corp., Watonga Bancshares, Inc., Cornerstone Bank, and Randy

Barrett solely in his capacity as representative (15)

Employment Agreement dated March 30, 2022 between the Company and Thomas L.

Employment Agreement dated March 30, 2022 between the Company and Jason E.

Subsidiaries of Bank7 Corp.

4 unchanged sentences

Interactive data files pursuant to Rule 405 of Regulation S-T:

(i) the Consolidated Balance Sheets as of December 31, 2018 and 2017, (ii) the

Consolidated Statements of Income for the years ended December 31, 2018 and 2017, (iii) the Consolidated Statements of Retained Earnings for the years ended December 31, 2018 and 2017, (iv) the Consolidated Statements of Cash Flows for

(i) the Consolidated Balance Sheets as of December 31, 2018 and 2017, (ii)

the Consolidated Statements of Income for the years ended December 31, 2018 and 2017, (iii) the Consolidated Statements of Retained Earnings for the years ended December 31, 2018 and 2017, (iv) the Consolidated Statements of Cash Flows for

the years ended December 31, 2018 and 2017, and (v) the notes to the Consolidated Financial Statements

Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on

August 24, 2018 (File No.

Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on the Securities and Exchange Commission on May 24,

Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on

August 24, 2018 (File No.

Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on

September 10, 2018 (File No.

Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission

on September 10, 2018 (File No.

Incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the

6 unchanged sentences

August 24, 2018 (File No.

Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on

September 10, 2018 (File No.

Incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on

September 10, 2018 (File No.

Incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on

September 10, 2018 (File No.

Incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on

September 10, 2018 (File No.

Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission

on September 10, 2018 (File No.

Incorporated by reference to Appendix A of the Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on

March 31, 2020.

Incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission

on September 10, 2018 (File No.

Incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission

on September 10, 2018 (File No.

Incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission

on September 10, 2018 (File No.

Incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on

August 24, 2018 (File No.

Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September

Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September

Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on

September 5, 2019.

Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its

behalf by the undersigned, thereunto duly authorized.

Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April

Form 10-K Summary

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

March 24, 2023

4 unchanged sentences

(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange of 1934, this report has been signed below by the following persons on behalf of the

Registrant and in the capacities and on the dates indicated.

March 31, 2022

Pursuant to the requirements of the Securities Exchange of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities

and on the dates indicated.

/s/ William B.

March 24, 2023

/s/ Thomas L.

1 unchanged sentence

March 24, 2023

March 31, 2022

/s/ Charles W.

March 31, 2022

/s/ William M.

3 unchanged sentences

Michael Sanner

March 24, 2023

Michael Sanner

/s/ Teresa L.

1 unchanged sentence

/s/ Edward P.

March 24, 2023

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.

What changed 10-K

Item 9A. Controls and Procedures