Bank7 Corp. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The Company’s shares of common stock are traded on The NASDAQ Global Select Market under the symbol “BSVN”. The approximate number of holders of record of the Company’s common stock as of March 24, 2023 was 4. The Company paid quarterly dividends of $0.12 per share with respect to each of the first three quarters of 2022, increasing to $0.16 per share in the fourth quarter. The Company currently expects to continue quarterly dividends of $0.16 per share in the future. Any future determination to pay dividends and the amount of such dividends on the Company’s common stock will be made by its Board of Directors and will depend on a number of factors, including • historical and projected financial condition, liquidity and results of operations; • the Company’s capital levels and requirements; • statutory and regulatory prohibitions and other limitations; • any contractual restriction on the Company’s ability to pay cash dividends, including pursuant to the terms of any of its credit agreements or other borrowing arrangements; • business strategy; • tax considerations; • any acquisitions or potential acquisitions; • general economic conditions; and ​ • other factors deemed relevant by the Board of Directors. Set forth below is information as of December 31, 2022 regarding equity compensation plans. The plan that has been approved by the shareholders is the 2018 Equity Incentive Plan. Plan Number of securities to be issued upon exercise of outstanding options and rights Weighted average exercise price Number of securities remaining available for issuance under plan Equity compensation plans approved by shareholders 364,141 $ 17.52 700,087 23 Table of Contents COMPANY PERFORMANCE Presented below is a line graph which compares the percentage in the cumulative total return on the Company’s Common Stock to the cumulative total return of the NASDAQ Stock Market (U.S. Companies) Index and the NASDAQ Bank Stock Index. The period presented is from September 24, 2018 through December 31, 2022. The graph assumes an investment on September 24, 2018 of $100 in the Company’s Common Stock and in each index, and that any dividends were reinvested. The values presented for each year during the period represent the cumulative market values of the respective investment. The performance graph represents past performance and should not be considered to be an indication of future performance. Item 6. [Reserved] 24 Table of Contents CAUTIONARY NOTE ABOUT FORWARD LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “strive,” “projection,” “goal,” “target,” “outlook,” “aim,” “would,” “annualized” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following: • our ability to effectively execute our expansion strategy and manage our growth, including identifying and consummating suitable acquisitions; • business and economic conditions, particularly those affecting our market areas of Oklahoma, the Dallas/Fort Worth metropolitan area and Kansas, including a decrease in or the volatility of oil and gas prices or agricultural commodity prices within the region; • the geographic concentration of our markets in Oklahoma, the Dallas/Fort Worth metropolitan area and Kansas; • successful integration of Watonga Bancshares, Inc. • high concentrations of loans secured by real estate and energy located in our market areas; • risks associated with our commercial loan portfolio, including the risk for deterioration in value of the general business assets that secure such loans; • risks related to the significant amount of credit that we have extended to a limited number of borrowers; • our ability to maintain our reputation; • our ability to successfully manage our credit risk and the sufficiency of our allowance; • reinvestment risks associated with a significant portion of our loan portfolio maturing in one year or less; • our ability to attract, hire and retain qualified management personnel; • our dependence on our management team, including our ability to retain executive officers and key employees and their customer and community relationships; • interest rate fluctuations, which could have an adverse effect on our profitability; • competition from banks, credit unions and other financial services providers; • system failures, service denials, cyber-attacks and security breaches; • our ability to maintain effective internal control over financial reporting; • employee error, fraudulent activity by employees or customers and inaccurate or incomplete information about our customers and counterparties; • increased capital requirements imposed by banking regulators, which may require us to raise capital at a time when capital is not available on favorable terms or at all; • costs and effects of litigation, investigations or similar matters to which we may be subject, including any effect on our reputation; • severe weather, acts of god, acts of war, pandemics or terrorism; • compliance with governmental and regulatory requirements, including the Dodd-Frank and Wall Street Consumer Protection Act, or Dodd-Frank Act, and other regulations relating to banking, consumer protection, securities and tax matters; • changes in the laws, rules, regulations, interpretations or policies relating to financial institutions, accounting, tax, trade, monetary and fiscal matters, including the policies of the Federal Reserve and as a result of initiatives of the Trump administration; and • other factors that are discussed in the section entitled “Risk Factors,” beginning on page 12. 25 Table of Contents The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this report. Because of these risks and other uncertainties, our actual future results, performance or achievements, or industry results, may be materially different from the results indicated by the forward-looking statements in this report. In addition, our past results of operations are not necessarily indicative of our future results. Accordingly, no forward-looking statements should be relied upon, which represent our beliefs, assumptions and estimates only as of the dates on which such forward-looking statements were made. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.