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Item 9A. Controls and Procedures

2026-03-17 compared with 2025-03-12 · 148 added, 70 removed, 103 unchanged (68% of the section changed)

Controls and Procedures

Evaluation of Disclosure

Controls and Procedures

4 unchanged sentences

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 December 31, 2024.

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, 2024.

Forvis Mazars, LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Annual Report on Form 10-K, has issued an

audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.

The report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial

reporting as of December 31, 2024, immediately follows:

Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2025 due to the material weaknesses in internal control over financial reporting described below.

Management’s 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.

Based on that assessment and criteria, management has determined that the Company did not maintain effective internal control over financial reporting as of December

31, 2025 due to the material weaknesses described below.

Material Weaknesses in Internal Control Over Financial Reporting

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the

Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Management identified the following material weaknesses.

Deposit Operations

The Company’s controls over the boarding and maintenance of deposit accounts, including dormant deposit accounts, and deposit-related financial statement disclosures were not effectively designed.

These deficiencies increased the risk that errors in the recording, classification, or disclosure of deposit account activity could occur and not be prevented or detected on a timely basis.

Related Party Transactions

The Company’s controls over the aggregation and disclosure of related party transactions, including related party loans and deposits, were not effectively designed.

These deficiencies increased the

risk that related party balances and transactions would be completely and accurately identified, aggregated, and disclosed in the financial statements.

Reconciliations

The Company’s reconciliation controls were not effectively designed to evaluate the accurate timing and amount of reconciling items, and the Company controls were not effectively designed to ensure

that all material general ledger accounts were reconciled on a timely basis.

These deficiencies increased the risk that errors in account balances could occur and not be prevented or detected on a timely basis.

Financial Statement Disclosures

The Company’s compilation and review controls over financial statement disclosures were not designed to accurately and completely comply with applicable disclosure requirements.

These deficiencies

increased the risk that financial statement disclosures would not be completely and accurately identified, aggregated, and disclosed in the financial statements.

Segregation of Duties

The Company’s controls over the identification and evaluation of segregation of duties conflicts were not effectively designed to prevent or monitor segregation of duties conflicts.

These deficiencies

had a pervasive impact on the Company’s control environment, affecting processes across multiple areas of the financial reporting process and impacting all accounts in the general ledger.

Completeness and Accuracy of Information Produced by the Entity

The Company’s controls over certain information produced by the entity used in the performance of key controls were not designed to effectively ensure the completeness and accuracy of that information

or to ensure effective change management over reports used to produce that information which had a pervasive impact across all accounts in the general ledger.

As a result, the Company failed to obtain or generate and use relevant, reliable, and

quality information to support the functioning of internal control.

Information Technology General Controls

The Company did not maintain effective information technology general controls supporting internal control over financial reporting.

Specifically, deficiencies were identified related to:

monitoring controls related to individuals with administrator access to key systems;

design of review of password configuration settings for the general ledger database;

the design of user access reviews over key systems, including privileged user access reviews to key systems;

monitoring of change management activities;

monitoring of vendor service-organization control reports relied upon for various areas of information technology general controls.

These deficiencies had a pervasive impact across the Company’s financial reporting processes, affecting the reliability of automated controls and reports used in financial reporting and impacting all

accounts in the general ledger.

Control Activities Component of Internal Control

Additionally, other deficiencies were identified that, when considered in the aggregate, relate to a material weakness in the Company’s application of the Control Activities component of internal

control established in Internal Control — Integrated Framework (2013) issued by COSO impacting all accounts in the general ledger.

These deficiencies indicate that certain control activities were not effectively selected, developed or deployed to

address risks related to financial reporting.

Remediation Plan

Management has begun implementing measures designed to remediate the material weaknesses described above.

These remediation efforts include:

redesigning and formalizing controls related to deposit operations and related disclosures

enhancing procedures to ensure the complete identification and disclosure of related party transactions

implementing improved account reconciliation procedures and monitoring controls

strengthening segregation-of-duties monitoring and conflict identification procedures

implementing controls to ensure the accuracy and completeness of information produced by the entity and used in key controls

enhancing information technology general controls, including access management, password configurations, change management processes, and monitoring of vendor SOC reports

Management will continue to evaluate and test the effectiveness of these remediation efforts.

The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time

and management concludes, through testing, that the controls are operating effectively.

Changes in Internal Control over Financial Reporting

During the year ended December 31, 2025, the Company began implementing the remediation efforts described above for certain of the material weaknesses.

There were no other changes in our internal control over financial

reporting during the year ended December 31, 2025, that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

Shareholders, Board of Directors, and Audit Committee

Oklahoma City, Oklahoma

To the Shareholders and the Board of Directors of Bank7 Corp.

Opinion on the Internal Control Over Financial Reporting

We have audited Bank7 Corp.’s (the “Company”) internal control as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework:

(2013) , issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in

all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control –

Integrated Framework:

(2013) , issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial

statements of the Company as of December 31, 2024 and 2023, and for each of the three years in the period ended December 31, 2024, and our report dated March 12, 2025 expressed an unqualified opinion on those financial statements.

We have audited Bank7 Corp.’s (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

In our opinion, because of the effect of the material weaknesses described below on the achievement

of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control —

Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company

as of December 31, 2025, the related consolidated statements of comprehensive income, shareholders’ equity, and cash flows for the year ended December 31, 2025 and the related notes to the consolidated financial statements and our report dated

March 16, 2026 expressed an unqualified opinion.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a

material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weaknesses have been identified and included in management’s assessment:

Deposit Operations.

The Company’s controls over the boarding and maintenance of deposit accounts, including dormant deposit accounts, and deposit-related financial statement disclosures were

not effectively designed.

Related Party Transactions.

The Company’s controls over the aggregation and disclosure of related party transactions, including related party loans and deposits, were not effectively designed.

Reconciliations.

The Company’s reconciliation controls are not designed to evaluate the accurate timing or amount of reconciling items, and the Company’s controls are not designed to ensure

that all material general ledger accounts are reconciled on a timely basis.

Financial Statement Disclosures.

The Company’s financial statement disclosure compilation and review controls are not designed to completely and accurately comply with disclosure requirements.

Segregation of Duties.

The Company’s controls over the identification and evaluation of segregation of duties conflicts were not effectively designed to prevent or monitor segregation of duties

conflicts, which had a pervasive impact to the Company’s control environment impacting all accounts in the general ledger.

Completeness and Accuracy of Information Produced by the Entity.

The Company’s controls over certain information produced by the entity for use in key controls are not designed to effectively

ensure the completeness and accuracy of that information nor to ensure effective change management over reports used to produce that information, which has a pervasive impact to all accounts in the general ledger and results in the

Company failing to obtain or generate and use relevant, quality information to support the functioning of internal control.

Information Technology General Controls.

The Company did not have effective information technology general controls supporting the Company’s internal control over financial reporting related to

the design of monitoring controls related to individuals with administrator access to key systems;

design of review of password configurations for the general ledger database;

the design of user access reviews over key systems, including

privileged user access reviews to key systems;

monitoring of change management, and;

the monitoring of vendor service-organization control reports relied upon for various areas of information technology general controls, all of which have

a pervasive impact to all accounts in the general ledger.

Additionally, other deficiencies were identified that, when considered in the aggregate, relate to a material weakness in the Company’s application of the Control Activities component of internal

control established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 (COSO) impacting all accounts in the

general ledger.

These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the 2025 financial statements, and this report

does not affect our report dated March 16, 2026, on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of

internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting .

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control

over financial reporting in the accompanying Management’s Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance

about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness

exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and

testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

that our audit provides a reasonable basis for our opinion.

Definitions and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of reliable financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures

that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as

necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of

management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial

Shareholders, Board of Directors, and Audit Committee

We believe that our audit

provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the

preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of

effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Forvis Mazars, LLP

Oklahoma City, Oklahoma

Also, projections of any evaluation of effectiveness to

future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ RSM US LLP

Dallas, Texas

March 16, 2026

Not applicable.

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, 2024 that has materially affected, or is

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

Other Information

During the three months ended December 31, 2024, none of our officers or

directors adopted or terminated a Rule 10b5-1 trading arrangement or Non-Rule 10b5-1 trading arrangement as each term is defined under Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

During the three months ended December 31, 2025, none of our officers or directors adopted or terminated a Rule 10b5-1 trading arrangement or Non-Rule 10b5-1 trading arrangement as each term is defined under Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance