What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-17 compared with 2025-03-12 · 172 added, 169 removed, 283 unchanged (55% of the section changed)

3 unchanged sentences

We were formed in 2004 in connection with our acquisition of First National Bank of Medford, which was renamed Bank7 (the “Bank”).

We are focused on serving business owners and entrepreneurs by delivering fast, consistent and

well-designed banking solutions.

We are focused on serving business owners and entrepreneurs by delivering fast, consistent and well-designed

banking solutions.

As of December 31, 2025, we had total assets of $1.96 billion, total loans of $1.61 billion, total deposits of $1.70 billion and total shareholders’ equity of $251.0 million.

1 unchanged sentence

www.bank7.com.

We make available free of charge through our website, our annual report on Form 10-K, our quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments

to those reports as soon as reasonably practicable after they have been electronically filed or furnished with the Securities and Exchange Commission.

We make available free of charge through our website, our annual report on Form 10-K, our quarterly reports on Form 10-Q, current reports on Form 8-K, and

amendments to those reports as soon as reasonably practicable after they have been electronically filed or furnished with the Securities and Exchange Commission.

Information included on our website is not incorporated into this filing.

2 unchanged sentences

We focus on the development of deep business relationships with our commercial customers and their principals.

We also focus on providing customers with

exceptional service and meeting their banking needs through a wide variety of commercial and retail financial services.

We also focus on providing customers

with exceptional service and meeting their banking needs through a wide variety of commercial and retail financial services.

The Bank has a particular focus in the following loan categories (i) commercial real estate lending (“CRE”), (ii) hospitality lending, (iii) energy lending, and (iv) commercial and industrial

14 unchanged sentences

efficiently providing tailored banking products and services to business owners and entrepreneurs, with a goal of generating consistent growth and delivering exceptional returns to our shareholders.

Additionally, we continually position

ourselves for future growth both organically and through strategic acquisitions.

Additionally, we continually position ourselves

for future growth both organically and through strategic acquisitions.

Cost Discipline and Efficiency

6 unchanged sentences

Much of our historic asset growth has been driven organically and within our current markets, particularly the Dallas/Fort Worth metropolitan area, Oklahoma City, and Tulsa.

Although our expansion

with brick and mortar branches will be limited, we believe operating strategically placed branches will be important, and therefore we will continue to selectively build our presence in key markets.

expansion with brick and mortar branches will be limited, we believe operating strategically placed branches will be important, and therefore we will continue to selectively build our presence in key markets.

We currently operate twelve branches.

intend to continually enhance our internet and mobile banking products to remain competitive in the marketplace.

We also intend to continually enhance our internet and mobile banking products to remain competitive in the marketplace.

We are headquartered in Oklahoma City, Oklahoma, and we operate seven additional branches in Oklahoma.

16 unchanged sentences

As of December 31, 2025, we had 125 full-time employees.

value our employees by investing in competitive compensation and benefit packages and fostering a team environment centered on professional service and open communication.

We value our employees by investing in competitive compensation and benefit packages and fostering a team environment centered on professional service and open communication.

Attracting, retaining and developing qualified, engaged employees who

embody these values are crucial our success.

embody these values are crucial to our success.

We offer all of our employees a comprehensive benefits package that includes medical, dental and vision insurance, a flexible spending plan, group life insurance, short-term and long-term disability

16 unchanged sentences

As a result, our growth and earnings may be affected not only by management decisions and general economic conditions, but also by

federal and state statutes and by the regulations and policies of various bank regulatory agencies, including the Oklahoma Banking Department (“OBD”), the Federal Reserve, the Federal Deposit Insurance Corporation (“FDIC”) and the Consumer

federal and state statutes and by the regulations and policies of various bank regulatory agencies, including the Oklahoma Banking Department (“OBD”), the Federal Reserve (“FED”), the Federal Deposit Insurance Corporation (“FDIC”) and the Consumer

Financial Protection Bureau (“CFPB”).

9 unchanged sentences

the payment of dividends and redemption of securities.

This supervisory and regulatory framework subjects banks and bank holding companies to regular examination by their respective regulatory agencies, which results in examination reports and ratings

that, while not publicly available, can affect the conduct and growth of their businesses.

These examinations consider not only compliance with applicable laws and regulations, but also capital levels, asset quality and risk, management’s ability

and performance, earnings, liquidity sensitivity to market risk and various other factors.

These regulatory agencies have broad discretion to impose restrictions and limitations on the operations of a regulated entity and exercise enforcement

powers over a regulated entity (including terminating deposit insurance, imposing orders, fines and other civil and criminal penalties, removing officers and directors and appointing supervisors and conservators) where the agencies determine,

among other things, that such operations are unsafe or unsound, fail to comply with applicable law or regulations, or are otherwise inconsistent with the supervisory policies of these agencies.

This supervisory and regulatory framework subjects banks and bank holding companies to regular examination by their respective regulatory agencies, which results in examination reports and

ratings that, while not publicly available, can affect the conduct and growth of their businesses.

These examinations consider not only compliance with applicable laws and regulations, but also capital levels, asset quality and risk, management’s

ability and performance, earnings, liquidity sensitivity to market risk and various other factors.

These regulatory agencies have broad discretion to impose restrictions and limitations on the operations of a regulated entity and exercise

enforcement powers over a regulated entity (including terminating deposit insurance, imposing orders, fines and other civil and criminal penalties, removing officers and directors and appointing supervisors and conservators) where the agencies

determine, among other things, that such operations are unsafe or unsound, fail to comply with applicable law or regulations, or are otherwise inconsistent with the supervisory policies of these agencies.

Regulatory Capital Requirements

The federal banking agencies require that banking organizations meet several risk-based capital adequacy requirements.

The current risk-based capital standards applicable to the Company and the Bank are based on

the Basel III Capital Rules established by the Basel Committee on Banking Supervision (the “Basel Committee”).

The Basel Committee is a committee of central banks and bank supervisors/regulators from the major industrialized countries that

develops broad policy guidelines for use by each country’s supervisors in determining the supervisory policies they apply.

The requirements are intended to ensure that banking organizations have adequate capital given the risk levels of assets

and off-balance sheet financial instruments.

The current risk-based capital standards applicable to Bank7 Corp.

(the “Company”) and Bank7 (the

“Bank”) are based on the Basel III Capital Rules established by the Basel Committee on Banking Supervision (the “Basel Committee”).

The Basel Committee is a committee of central banks and bank supervisors/regulators from the major industrialized

countries that develops broad policy guidelines for use by each country’s supervisors in determining the supervisory policies they apply.

The requirements are intended to ensure that banking organizations have adequate capital given the risk levels

of assets and off-balance sheet financial instruments.

The Basel III Capital Rules require the Bank and the Company to comply with four minimum capital standards:

a Tier 1 leverage ratio of at least 4.0%;

a CET1 to risk-weighted assets ratio of 4.5%;

a Tier 1 capital

to risk-weighted assets ratio of at least 6.0%;

a Common Equity Tier 1 (“CET1”) capital to risk-weighted assets

ratio of 4.5%;

a Tier 1 capital to risk-weighted assets ratio of at least 6.0%;

and a total capital to risk-weighted assets ratio of at least 8.0%.

The calculation of all types of regulatory capital is subject to definitions, deductions and adjustments specified in the

The calculation of all types of regulatory capital is subject to definitions, deductions and

adjustments specified in the regulations.

The Basel III Capital Rules also require a “capital conservation buffer” of 2.5% above the regulatory minimum risk-based capital requirements.

8 unchanged sentences

corrective action, the law establishes five capital tiers:

“well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized.” A depository institution’s capital tier depends on

its capital levels and certain other factors established by regulation.

Under the applicable FDIC regulations, an institution is deemed to be “well-capitalized” if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based

capital ratio of 8.0% or greater, a CET1 ratio of 6.5% or greater and a leverage ratio of 5.0% or greater.

capital levels and certain other factors established by regulation.

Under the applicable FDIC regulations, an institution is deemed to be “well-capitalized” if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital

ratio of 8.0% or greater, a CET1 ratio of 6.5% or greater and a leverage ratio of 5.0% or greater.

At each lower capital category, a bank is subject to increased restrictions on its operations.

2 unchanged sentences

guarantee by the parent holding company, if any).

“Significantly undercapitalized” banks are subject to broad regulatory restrictions, including among other things, capital directives, forced mergers, restrictions on the rates of interest they

may pay on deposits, restrictions on asset growth and activities, and prohibitions on paying bonuses or increasing compensation to senior executive officers without FDIC approval.

“Significantly undercapitalized” banks are subject to broad regulatory restrictions, including among other things, capital directives, forced mergers, restrictions on the rates of interest they may

pay on deposits, restrictions on asset growth and activities, and prohibitions on paying bonuses or increasing compensation to senior executive officers without FDIC approval.

“Critically undercapitalized” are subject to even more severe

5 unchanged sentences

The capital classification of a bank affects the frequency of regulatory examinations, the bank’s ability to engage in certain activities and the deposit insurance premium paid by the bank.

A bank’s capital

category is determined solely for the purpose of applying prompt correct action regulations and the capital category may not accurately reflect the bank’s overall financial condition or prospects.

A bank’s capital category

is determined solely for the purpose of applying prompt correct action regulations and the capital category may not accurately reflect the bank’s overall financial condition or prospects.

As of December 31, 2025, the Bank met the requirements for being deemed “well-capitalized” for purposes of the prompt corrective action regulations.

As a bank holding company, the Company is subject to regulation and supervision by the Federal Reserve under the Bank Holding Company Act of 1956, as amended (the “BHCA”).

Under the BHCA, the

Company is subject to periodic examination by the Federal Reserve.

Under the BHCA, the Company

is subject to periodic examination by the Federal Reserve.

The Company is required to file with the Federal Reserve periodic reports of its operations and such additional information as the Federal Reserve may require.

Acquisitions, Activities and Change in Control .

The BHCA generally requires the prior approval by the Federal Reserve for any merger involving a bank holding company or a bank holding company’s acquisition

of more than 5% of a class of voting securities of any additional bank or bank holding company or to acquire all or substantially all of the assets of any additional bank or bank holding company.

Subject to certain conditions (including deposit concentration limits established by the BHCA and the Dodd-Frank Act), the Federal Reserve may allow a bank holding company to acquire banks located in any state of

the United States.

The BHCA generally requires the prior approval by the Federal Reserve for any merger involving a bank holding company or a bank holding company’s acquisition of

more than 5% of a class of voting securities of any additional bank or bank holding company or to acquire all or substantially all of the assets of any additional bank or bank holding company.

United States.

Federal law also generally prohibits any person or company from acquiring “control” of an FDIC-insured depository institution or its holding company without prior notice to the appropriate federal bank regulator.

Permitted Activities .

The BHCA generally prohibits the Company from controlling or engaging in any business other than that of banking, managing and controlling banks or furnishing services to banks and

their subsidiaries.

The BHCA generally prohibits the Company from controlling or engaging in any business other than that of banking, managing and controlling banks or furnishing services to banks and their

subsidiaries.

This general prohibition is subject to a number of exceptions.

The principal exception allows bank holding companies to engage in, and to own shares of companies engaged in, certain businesses found by the Federal Reserve

prior to November 11, 1999 to be “so closely related to banking as to be a proper incident thereto.” This authority would permit the Company to engage in a variety of banking-related businesses, including operating a mortgage, finance, credit

card or factoring company;

The principal exception allows bank holding companies to engage in, and to own shares of companies engaged in, certain businesses found by the Federal Reserve prior to

November 11, 1999 to be “so closely related to banking as to be a proper incident thereto.” This authority would permit the Company to engage in a variety of banking-related businesses, including operating a mortgage, finance, credit card or

factoring company;

performing certain data processing operations;

1 unchanged sentence

acting as an insurance agent for certain types of credit-related insurance;

leasing personal property on a full-payout,

non-operating basis;

leasing personal property on a full-payout, non-operating

and providing certain stock brokerage and investment advisory services.

The BHCA generally does not place territorial restrictions on the domestic activities of nonbank subsidiaries of bank holding companies.

Reserve has the power to order any bank holding company or its subsidiaries to terminate any activity or to terminate its ownership or control of any subsidiary when the Federal Reserve has reasonable grounds to believe that continuing such

activity, ownership or control constitutes a serious risk to the financial soundness, safety or stability of any bank subsidiary of the bank holding company.

The Federal Reserve has the

power to order any bank holding company or its subsidiaries to terminate any activity or to terminate its ownership or control of any subsidiary when the Federal Reserve has reasonable grounds to believe that continuing such activity, ownership or

control constitutes a serious risk to the financial soundness, safety or stability of any bank subsidiary of the bank holding company.

Source of Strength .

3 unchanged sentences

Under this requirement the Company is expected to commit resources to support the Bank, including at times when the Company may not be in a financial position to provide it.

The Company must stand ready to use

its available resources to provide adequate capital to the Bank during periods of financial stress or adversity.

The Company must also maintain the financial flexibility and capital raising capacity to obtain additional resources for assisting

The Company must stand ready to use its

available resources to provide adequate capital to the Bank during periods of financial stress or adversity.

The Company must also maintain the financial flexibility and capital raising capacity to obtain additional resources for assisting the

The Company’s failure to meet its source of strength obligations may constitute an unsafe and unsound practice or a violation of the Federal Reserve’s regulations or both.

The source of strength obligation most directly affects bank

holding companies where a bank holding company’s subsidiary bank fails to maintain adequate capital levels.

Any capital loans by a bank holding company to the subsidiary bank are subordinate in right of payment to deposits and to certain other

indebtedness of the subsidiary bank.

The BHCA provides that in the event of a bank holding company’s bankruptcy any commitment by a bank holding company to a federal bank regulatory agency to maintain the capital of its subsidiary bank will be

assumed by the bankruptcy trustee and entitled to priority of payment.

The source of strength obligation most directly affects bank holding

companies where a bank holding company’s subsidiary bank fails to maintain adequate capital levels.

Any capital loans by a bank holding company to the subsidiary bank are subordinate in right of payment to deposits and to certain other indebtedness

of the subsidiary bank.

bankruptcy trustee and entitled to priority of payment.

Safe and Sound Banking Practices .

6 unchanged sentences

Dividend Payments, Stock Redemptions and Repurchases .

The Company’s ability to pay dividends to its shareholders is affected by both general corporate law considerations and the regulations and policies of

the Federal Reserve applicable to bank holding companies, including the Basel III Capital Rules.

The Company’s ability to pay dividends to its shareholders is affected by both general corporate law considerations and the regulations and policies of the

Federal Reserve applicable to bank holding companies, including the Basel III Capital Rules.

Generally, an Oklahoma corporation may pay dividends out of surplus or, if there is no surplus, out of the corporation’s net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal

1 unchanged sentence

deficiency in the amount of capital represented by the preferred stock has been restored.

It is the Federal Reserve’s policy that bank holding companies should generally pay dividends on common stock only out of income available over the past year, and only if prospective earnings retention is

consistent with the organization’s expected future needs and financial condition.

It is also the Federal Reserve’s policy that bank holding companies should not maintain dividend levels that undermine their ability to be a source of strength to

its banking subsidiaries.

Additionally, the Federal Reserve has indicated that bank holding companies should carefully review their dividend policy and has discouraged payment ratios that are at maximum allowable levels unless both asset quality

and capital are very strong.

with the organization’s expected future needs and financial condition.

It is also the Federal Reserve’s policy that bank holding companies should not maintain dividend levels that undermine their ability to be a source of strength to its banking

subsidiaries.

are very strong.

Bank holding companies must consult with the Federal Reserve before redeeming any equity or other capital instrument included in Tier 1 or Tier 2 capital prior to stated maturity, if such redemption could have a

5 unchanged sentences

The Bank is an Oklahoma-chartered member bank and is subject to examination, supervision and regulation by the OBD and the Federal Reserve.

The Bank is also subject to certain regulations of the

FDIC and the CFPB.

The Bank is also subject to certain regulations of the FDIC

and the CFPB.

The OBD supervises and regulates all areas of the Bank’s operations including, without limitation, the making of loans, the issuance of securities, the conduct of the Bank’s corporate affairs, the satisfaction of

10 unchanged sentences

As an FDIC-insured institution, the Bank is required to pay deposit insurance premiums to the FDIC.

The amount of such premiums is determined by multiplying the institution’s assessment

rate by its assessment base.

The amount of such premiums is determined by multiplying the institution’s assessment rate

by its assessment base.

The assessment rate is based on the institution’s risk classification which is assigned based on the institution’s capital levels and the level of supervisory concern the institution poses to the regulators.

assessment base is calculated as the institution’s average consolidated total assets minus average tangible equity.

Additionally, the Dodd-Frank Act altered the minimum designated reserve ratio of the DIF, increasing the minimum from 1.15% to 1.35% of the estimated amount of total insured deposits, and eliminating the

requirement that the FDIC pay dividends to depository institutions when the reserve ratio exceeds certain thresholds.

At least semi-annually, the FDIC updates its loss and income projections for the DIF and, if needed, may increase or decrease

the assessment rates, following notice and comment on proposed rulemaking.

The assessment

base is calculated as the institution’s average consolidated total assets minus average tangible equity.

that the FDIC pay dividends to depository institutions when the reserve ratio exceeds certain thresholds.

At least semi-annually, the FDIC updates its loss and income projections for the DIF and, if needed, may increase or decrease the assessment

rates, following notice and comment on proposed rulemaking.

As a result, the Bank’s FDIC deposit insurance premiums could increase.

15 unchanged sentences

The primary source of funds for the Company is dividends from the Bank.

Unless the approval of the Federal Reserve is obtained, the Bank may not declare or pay a dividend if the total of

all dividends declared during the calendar year, including the proposed dividend, exceeds the sum of the Bank’s net income during the current calendar year and the retained net income of the prior two calendar years.

Unless the approval of the Federal Reserve is obtained, the Bank may not declare or pay a dividend if the total of all

dividends declared during the calendar year, including the proposed dividend, exceeds the sum of the Bank’s net income during the current calendar year and the retained net income of the prior two calendar years.

Oklahoma law also places

3 unchanged sentences

This may decrease any amount available for the payment of dividends in a particular period if the surplus funds for the Bank fail to comply with this limitation.

the approval of the Commissioner of the OBD is required if the total of all dividends declared by the Bank in any calendar year exceed the total of its net profits of that year combined with its retained net profits of the preceding two years,

less any required transfers to surplus or a fund for the retirement of any preferred stock.

any required transfers to surplus or a fund for the retirement of any preferred stock.

The Federal Reserve and the OBD also may, under certain circumstances, prohibit the payment of dividends to us from the Bank.

Oklahoma corporate law also

requires that dividends can only be paid out of funds legally available therefor.

requires that dividends can only be paid out of funds legally available therefore.

The payment of dividends by any financial institution is affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations, and a financial institution

generally is prohibited from paying any dividends if, following payment thereof, the institution would be undercapitalized.

As described above, the Bank exceeded its minimum capital requirements under applicable regulatory guidelines as of

December 31, 2024.

As described above, the Bank exceeded its minimum capital requirements under applicable regulatory guidelines as of December

Transactions with Affiliates .

10 unchanged sentences

surplus, and such transactions are limited in the aggregate to 20% of the Bank’s capital and surplus.

All such transactions, as well as contracts entered into between the Bank and affiliates, must be on terms that are no less favorable to the

Bank than those that would be available from non-affiliated third parties.

Federal Reserve policies also forbid the payment by bank subsidiaries of management fees which are unreasonable in amount or exceed the fair market value of the services

rendered or, if no market exists, actual costs plus a reasonable profit.

Loans to Directors, Executive Officers and Principal Shareholders .

The authority of the Bank to extend credit to its directors, executive officers and principal shareholders, including their immediate family

members and corporations and other entities that they control, is subject to substantial restrictions and requirements under the Federal Reserve’s Regulation O, as well as the Sarbanes-Oxley Act.

These statutes and regulations impose limits the

amount of loans the Bank may make to directors and other insiders and require that the loans must be made on substantially the same terms, including interest rates and collateral, as prevailing at the time for comparable transactions with persons

not affiliated with the Company or the Bank, that the Bank must follow credit underwriting procedures at least as stringent as those applicable to comparable transactions with persons who are not affiliated with the Company or the Bank;

the loans must not involve a greater than normal risk of non-payment or include other features not favorable to the Bank.

Furthermore, the Bank must periodically report all loans made to directors and other insiders to the bank regulators.

December 31, 2024, the Bank had no outstanding loans to insiders.

All such transactions, as well as contracts entered into between the Bank and affiliates, must be on terms that are no less favorable to the Bank

than those that would be available from non-affiliated third parties.

Federal Reserve policies also forbid the payment by bank subsidiaries of management fees which are unreasonable in amount or exceed the fair market value of the services rendered

or, if no market exists, actual costs plus a reasonable profit.

Transactions with Related Parties .

The authority of the Bank to extend credit to its directors, executive officers and principal shareholders, including their immediate family members and corporations and

other entities that they control, is subject to substantial restrictions and requirements under the Federal Reserve’s Regulation O, as well as the Sarbanes-Oxley Act.

These statutes and regulations impose limits on the amount of loans the Bank may

make to insiders and require that the loans must be made on substantially the same terms, including interest rates and collateral, as prevailing at the time for comparable transactions with persons not affiliated with the Company or the Bank.

At December 31, 2025 and 2024, the Company had loans outstanding to these related parties in the amount of $10.45 million and $10.85 million, respectively.

Additionally, the Company holds deposits from related

parties, including directors, executive officers, and their related interests.

At December 31, 2025 and 2024, these related party deposits totaled $66.62 million and $70.12 million, respectively.

These deposit balances represented 26.55% and 32.89%

of total stockholders’ equity at December 31, 2025 and 2024, respectively.

All such loans and deposits were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with

persons not affiliated with the Company or the Bank and did not involve more than the normal risk of collectability or present other unfavorable features.

Limits on Loans to One Borrower .

As an Oklahoma state-chartered bank, the Bank is subject to limits on the amount of loans it can make to one borrower.

With certain limited exceptions, loans and extensions

of credit from Oklahoma state-chartered banks outstanding to any borrower (including certain related entities of the borrower) at any one time may not exceed 30% of the capital, less intangible assets, of the bank.

An Oklahoma state-chartered

bank may lend an additional amount if the loan is fully secured by certain types of collateral, like bonds or notes of the United States.

Certain types of loans are exempted from the lending limits, including loans secured by segregated deposits

held by the Bank.

With certain limited exceptions, loans and extensions of

credit from Oklahoma state-chartered banks outstanding to any borrower (including certain related entities of the borrower) at any one time may not exceed 30% of the capital, less intangible assets, of the bank.

An Oklahoma state-chartered bank may

lend an additional amount if the loan is fully secured by certain types of collateral, like bonds or notes of the United States.

Certain types of loans are exempted from the lending limits, including loans secured by segregated deposits held by the

The Bank’s legal lending limit to any one borrower was $78.4 million as of December 31, 2025.

6 unchanged sentences

maintaining compliance.

If a financial institution fails to submit an acceptable compliance plan, or fails in any material respect to implement a compliance plan that has been accepted by its primary federal regulator, the regulator is required

to issue an order directing the institution to cure the deficiency.

Until the deficiency cited in the regulator’s order is cured, the regulator may restrict the financial institution’s rate of growth, require the financial institution to increase

its capital, restrict the rates the institution pays on deposits or require the institution to take any action the regulator deems appropriate under the circumstances.

Noncompliance with the standards established by the safety and soundness

guidelines may also constitute grounds for other enforcement action by the federal bank regulatory agencies, including cease and desist orders and civil money penalty assessments.

issue an order directing the institution to cure the deficiency.

Until the deficiency cited in the regulator’s order is cured, the regulator may restrict the financial institution’s rate of growth, require the financial institution to increase its

capital, restrict the rates the institution pays on deposits or require the institution to take any action the regulator deems appropriate under the circumstances.

Noncompliance with the standards established by the safety and soundness guidelines

may also constitute grounds for other enforcement action by the federal bank regulatory agencies, including cease and desist orders and civil money penalty assessments.

Branching Authority .

17 unchanged sentences

lending service and investment performance rather than the extent to which the institution conducts needs assessments, documents community outreach or complies with other procedural requirements.

The ratings range from a high of “outstanding” to

a low of “substantial noncompliance.” The Bank had a CRA rating of “satisfactory” as of its most recent CRA assessment.

The ratings range from a high of “outstanding” to a

low of “substantial noncompliance.” The Bank had a CRA rating of “satisfactory” as of its most recent CRA assessment.

Anti-Money Laundering and the Office of Foreign Assets Control Regulation .

10 unchanged sentences

desist orders and civil money penalties against institutions found to be in violation of these obligations.

Likewise, OFAC administers and enforces economic and trade sanctions against targeted foreign countries and regimes under authority of various laws, including designated foreign countries, nationals and others.

Likewise, Office of Foreign Asset Control (“OFAC”) administers and enforces economic and trade sanctions against targeted foreign countries and regimes under authority of various laws, including designated foreign

countries, nationals and others.

OFAC publishes lists of specially designated targets and countries.

Financial institutions are responsible for, among other things, blocking accounts of and transactions with such targets and countries, prohibiting unlicensed trade and financial

transactions with them and reporting blocked transactions after their occurrence.

Financial institutions are responsible for, among other things, blocking accounts of and transactions with such targets and countries, prohibiting

unlicensed trade and financial transactions with them and reporting blocked transactions after their occurrence.

Failure of a financial institution to maintain and implement adequate AML and OFAC programs, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for the

5 unchanged sentences

Service Members Civil Relief Act, the Military Lending Act, and these laws’ respective state law counterparts, as well as state usury laws and laws regarding unfair and deceptive acts and practices.

These and other federal laws, among other

things, require disclosures of the cost of credit and terms of deposit accounts, provide substantive consumer rights, prohibit discrimination in credit transactions, regulate the use of credit report information, provide financial privacy

protections, prohibit unfair, deceptive and abusive practices and subject us to substantial regulatory oversight.

Violations of applicable consumer protection laws can result in significant potential liability from litigation brought by

customers, including actual damages, restitution and attorneys’ fees.

Federal bank regulators, state attorneys general and state and local consumer protection agencies may also seek to enforce consumer protection requirements and obtain these and

other remedies, including regulatory sanctions, customer rescission rights, action by the state and local attorneys general in each jurisdiction in which we operate and civil money penalties.

Failure to comply with consumer protection

requirements may also result in failure to obtain any required bank regulatory approval for mergers or acquisitions or prohibition from engaging in such transactions even if approval is not required.

These and other federal laws, among other things,

require disclosures of the cost of credit and terms of deposit accounts, provide substantive consumer rights, prohibit discrimination in credit transactions, regulate the use of credit report information, provide financial privacy protections,

prohibit unfair, deceptive and abusive practices and subject us to substantial regulatory oversight.

Violations of applicable consumer protection laws can result in significant potential liability from litigation brought by customers, including

actual damages, restitution and attorneys’ fees.

Federal bank regulators, state attorneys general and state and local consumer protection agencies may also seek to enforce consumer protection requirements and obtain these and other remedies,

including regulatory sanctions, customer rescission rights, action by the state and local attorneys general in each jurisdiction in which we operate and civil money penalties.

Failure to comply with consumer protection requirements may also result

in failure to obtain any required bank regulatory approval for mergers or acquisitions or prohibition from engaging in such transactions even if approval is not required.

Rulemaking authority for most federal consumer protection laws was transferred from the prudential regulators to the CFPB on July 21, 2011.

In some cases, regulators such as the Federal Trade Commission and the

DOJ also retain certain rulemaking or enforcement authority.

The CFPB also has broad authority to prohibit unfair, deceptive and abusive acts and practices, or UDAAP, and to investigate and penalize financial institutions that violate this

While the statutory language of the Dodd-Frank Act sets forth the standards for acts and practices that violate the prohibition on UDAAP, certain aspects of these standards are untested, and thus it is currently not possible to

predict how the CFPB will exercise this authority.

The consumer protection provisions of the Dodd-Frank Act and the examination, supervision and enforcement of those laws and implementing regulations by the CFPB have created a more intense and complex environment

for consumer finance regulation.

The CFPB has significant authority to implement and enforce federal consumer protection laws and new requirements for financial services products provided for in the Dodd-Frank Act, as well as the authority to

identify and prohibit UDAAP.

In some cases, regulators such as the Federal Trade Commission and the DOJ

also retain certain rulemaking or enforcement authority.

The CFPB also has broad authority to prohibit unfair, deceptive and abusive acts and practices, or UDAAP, and to investigate and penalize financial institutions that violate this prohibition.

will exercise this authority.

consumer finance regulation.

and prohibit UDAAP.

The review of products and practices to prevent such acts and practices is a continuing focus of the CFPB, and of banking regulators more broadly.

The ultimate impact of this heightened scrutiny is uncertain but could

result in changes to pricing, practices, products and procedures.

The ultimate impact of this heightened scrutiny is uncertain but could result in

changes to pricing, practices, products and procedures.

It could also result in increased costs related to regulatory oversight, supervision and examination, additional remediation efforts and possible penalties.

In addition, the

Dodd-Frank Act provides the CFPB with broad supervisory, examination and enforcement authority over various consumer financial products and services, including the ability to require reimbursements and other payments to customers for alleged

legal violations and to impose significant penalties, as well as injunctive relief that prohibits lenders from engaging in allegedly unlawful practices.

The CFPB also has the authority to obtain cease and desist orders providing for affirmative

relief or monetary penalties.

In addition, the Dodd-Frank Act

provides the CFPB with broad supervisory, examination and enforcement authority over various consumer financial products and services, including the ability to require reimbursements and other payments to customers for alleged legal violations and

to impose significant penalties, as well as injunctive relief that prohibits lenders from engaging in allegedly unlawful practices.

The CFPB also has the authority to obtain cease and desist orders providing for affirmative relief or monetary

The Dodd-Frank Act does not prevent states from adopting stricter consumer protection standards.

State regulation of financial products and potential enforcement actions could also adversely affect our business,

financial condition or results of operations.

State regulation of financial products and potential enforcement actions could also adversely affect our business, financial condition or

results of operations.

The CFPB has examination and enforcement authority over providers with more than $10 billion in assets.

4 unchanged sentences

organizations by encouraging excessive risk-taking.

The incentive compensation guidance sets expectations for banking organizations concerning their incentive compensation arrangements and related risk management, control and governance

The incentive compensation guidance sets expectations for banking organizations concerning their incentive compensation arrangements and related risk management, control and governance processes.

The incentive compensation guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon three primary principles:

balanced risk-taking incentives;

risk-taking incentives;

(2) compatibility with effective controls and risk management;

and (3) strong corporate governance.

Any deficiencies in compensation practices that are identified may be incorporated into the organization’s

supervisory ratings, which can affect its ability to make acquisitions or take other actions.

In addition, under the incentive compensation guidance, a banking organization’s federal supervisor may initiate enforcement action if the

organization’s incentive compensation arrangements pose a risk to the safety and soundness of the organization.

Further, the Basel III capital rules limit discretionary bonus payments to bank executives if the institution’s regulatory capital

ratios fail to exceed certain thresholds.

Although the federal bank regulatory agencies proposed additional rules in June of 2016 and again in May of 2024 related to incentive compensation for all banks with more than $1.0 billion in assets,

which would include the Company and the Bank, those rules have not been finalized and the scope and content of the U.S.

banking regulators’ policies on executive compensation are continuing to develop and are likely to continue evolving in the

Any deficiencies in compensation practices that are identified may be incorporated into the organization’s supervisory

ratings, which can affect its ability to make acquisitions or take other actions.

In addition, under the incentive compensation guidance, a banking organization’s federal supervisor may initiate enforcement action if the organization’s incentive

compensation arrangements pose a risk to the safety and soundness of the organization.

Further, the Basel III capital rules limit discretionary bonus payments to bank executives if the institution’s regulatory capital ratios fail to exceed certain

Although the federal bank regulatory agencies proposed additional rules in June of 2016 and again in May of 2024 related to incentive compensation for all banks with more than $1.0 billion in assets, which would include the Company and

the Bank, those rules have not been finalized and the scope and content of the U.S.

banking regulators’ policies on executive compensation are continuing to develop and are likely to continue evolving in the near future.

Financial Privacy

1 unchanged sentence

limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a non-affiliated third party.

These regulations affect how consumer information

is transmitted through financial services companies and conveyed to outside vendors.

In addition, consumers may also prevent disclosure of certain information among affiliated companies that is assembled or used to determine eligibility for a

product or service, such as that shown on consumer credit reports and asset and income information from applications.

These regulations affect how consumer information is

transmitted through financial services companies and conveyed to outside vendors.

In addition, consumers may also prevent disclosure of certain information among affiliated companies that is assembled or used to determine eligibility for a product

or service, such as that shown on consumer credit reports and asset and income information from applications.

Consumers also have the option to direct banks and other financial institutions not to share information about transactions and

4 unchanged sentences

These security and privacy policies and procedures for the protection of confidential and personal information are in effect across our lines of business.

Furthermore, the federal banking regulators regularly issue

guidance regarding cybersecurity intended to enhance cyber risk management.

A financial institution is expected to implement multiple lines of defense against cyber-attacks and ensure that their risk management procedures address the risk posed

by potential cyber threats.

Furthermore, the federal banking regulators regularly issue guidance

regarding cybersecurity intended to enhance cyber risk management.

A financial institution is expected to implement multiple lines of defense against cyber-attacks and ensure that their risk management procedures address the risk posed by potential

cyber threats.

A financial institution is further expected to maintain procedures to effectively respond to a cyber-attack and resume operations following any such attack.

The Bank has adopted and implemented policies and procedures

to comply with privacy, information security, and cybersecurity requirements.

On November 18, 2021, the federal banking agencies issued a new rule effective in 2022 that requires banks to notify their regulators within 36 hours of a

“computer-security incident” that rises to the level of a “notification incident.”

The Bank has adopted and implemented policies and procedures to comply with

privacy, information security, and cybersecurity requirements.

On November 18, 2021, the federal banking agencies issued a new rule effective in 2022 that requires banks to notify their regulators within 36 hours of a “computer-security incident”

that rises to the level of a “notification incident.”

Impact of Monetary Policy

7 unchanged sentences

Other legislative and regulatory initiatives which could affect the Company, the Bank and the banking industry in general may be pending, proposed or introduced before the U.S.

Congress, the Oklahoma Legislature

and other governmental bodies from time to time.

Congress, the Oklahoma Legislature and

other governmental bodies from time to time.

Such proposals, if enacted, may further alter the structure, regulation and competitive relationship among financial institutions, and may subject the Company or the Bank to increased regulation,

4 unchanged sentences

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 1. Business