Bank7 Corp. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure a) 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, 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. 93 Table of Contents b) 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, 2022. Bank7 Corp. Oklahoma City, Oklahoma March 24, 2023 /s/ Thomas L. Travis Thomas L. Travis President and Chief Executive Officer (Principal Executive Officer) /s/ Kelly J. Harris Kelly J. Harris Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) c) (Principal Financial and Accounting Officer) Attestation Report of the Independent Registered Public Accounting Firm Not applicable because the Company is an emerging growth company. d) 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, 2022 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not Applicable. 94 Table of Contents PART III Item 10. 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 2023 Annual Meeting of Shareholders to be filed with the SEC within 120 days of our fiscal year-end. Item 11. Executive Compensation 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. Item 12. 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. Item 13. 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 2023 Annual Meeting of Shareholders to be filed with the SEC within 120 days of our fiscal year-end. Item 14. Principal Accounting Fees and Services 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. PART IV Item 15. Exhibits, Financial Statement Schedules Financial Statements See index to Consolidated Financial Statements on page 49. 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 Statements and Supplementary Data.” 95 Table of Contents Exhibits 3.1 Amended and Restated Certificate of Incorporation of Bank7 Corp.(1) 3.2 Amended and Restated Bylaws of Bank7 Corp.(2) 4.1 Specimen Common Stock Certificate of Bank7 Corp.(3) 4.2 Description of Common Stock Securities Registered Pursuant to Section 12 of the Exchange Act of 1934(4) 4.3 Form of Indenture for Senior Debt Securities(5) 4.4 Form of Indenture for Subordinated Debt Securities(6) 10.1 Form of Tax Sharing Agreement(7) 10.2 Bank7 Corp. 2018 Equity Incentive Plan(8) 10.3 First Amendment to Bank7 Corp. 2018 Equity Incentive Plan(9) 10.4 Form of Stock Option award Agreement under the Bank7 Corp. 2018 Equity Incentive Plan(10) 10.5 Form of Restricted Stock Unit Award Agreement under the Bank7 Corp. 2018 Equity Incentive Plan(11) 10.6 Form of Indemnification Agreement(12) 10.7 Form of Registration Rights Agreement(13) 10.8 Stock Award Agreement Between the Company and Thomas L. Travis issued under the 2018 Equity Incentive Plan (14) 10.9 Stock Award Agreement Between the Company and Jason E. Estes issued under the 2018 Equity Incentive Plan 10.10 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) 10.11 Employment Agreement dated March 30, 2022 between the Company and Thomas L. Travis (16) 10.12 Employment Agreement dated March 30, 2022 between the Company and Jason E. Estes 21 Subsidiaries of Bank7 Corp. 23 Consent of Independent Registered Public Accounting Firm 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification of Chief Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101 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 the years ended December 31, 2018 and 2017, and (v) the notes to the Consolidated Financial Statements ​ 96 Table of Contents (1) 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, 2021. (2) 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. 333-227010). (3) 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. 333-227010). (4) 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 Securities and Exchange Commission on March 30, 2020. (5) Incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission on November 16, 2020. (6) Incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission on November 16, 2020. (7) Incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 24, 2018 (File No. 333-227010). (8) 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. 333-227010). (9) Incorporated by reference to Appendix A of the Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 31, 2020. (10) 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. 333-227010). (11) 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. 333-227010). (12) 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. 333-227010). (13) 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. 333-227010). (14) 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. (15) Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 7, 2021. (16) Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2022. Item 16. Form 10-K Summary None 97 Table of Contents SIGNATURES 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. Bank7 Corp. Date: March 24, 2023 By: /s/ Thomas L. Travis Thomas L. Travis President and Chief Executive Officer (Principal Executive Officer) By: /s/ Kelly J. Harris Kelly J. Harris Executive Vice President and Chief Financial Officer (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. ​ Signatures ​ ​ Title Date /s/ William B. Haines Director; Chairman March 24, 2023 William B. Haines /s/ Thomas L. Travis Director; President and Chief Executive Officer (Principal Executive Officer) March 24, 2023 Thomas L. Travis ​ /s/ William M. Buergler Director March 24, 2023 William M. Buergler /s/ John T. Phillips Director March 24, 2023 John T. Phillips /s/ Gary D. Whitcomb Director March 24, 2023 Gary D. Whitcomb /s/ J. Michael Sanner Director March 24, 2023 J. Michael Sanner /s/ Teresa L. Dick Director March 24, 2023 Teresa L. Dick /s/ Edward P. Gray Director March 24, 2023 Edward P. Gray 98