Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
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, 2025 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 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.
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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; and
•
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.
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Report of Independent Registered Public Accounting Firm
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 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.
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•
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 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 U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.
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. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
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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/ RSM US LLP
Dallas, Texas
March 16, 2026
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Item 9B. Other Information
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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable.
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 2026 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 2026 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 2026 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 2026 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 2026 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 44.
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.”
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Exhibits
3.1
Amended and Restated Certificate of Incorporation of Bank7 Corp. (1)
3.2
Second 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)
10.1
Form of Tax Sharing Agreement (5)
10.2
Bank7 Corp. 2018 Equity Incentive Plan (6)
10.3
First Amendment to Bank7 Corp. 2018 Equity Incentive Plan (7)
10.4
Form of Stock Option award Agreement under the Bank7 Corp. 2018 Equity Incentive Plan (8)
10.5
Form of Restricted Stock Unit Award Agreement under the Bank7 Corp. 2018 Equity Incentive Plan (9)
10.6
Form of Indemnification Agreement (10)
10.7
Form of Registration Rights Agreement (11)
10.8
Stock Award Agreement Between the Company and Thomas L. Travis issued under the 2018 Equity Incentive Plan (12)
10.9
Stock Award Agreement Between the Company and Jason E. Estes issued under the 2018 Equity Incentive Plan (13)
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 (14)
10.11
Employment Agreement dated March 30, 2022 between the Company and Thomas L. Travis (15)
10.12
Employment Agreement dated March 30, 2022 between the Company and Jason E. Estes (16)
19
Bank7 Corp. Insider Trading Policy (18)
21
Subsidiaries of Bank7 Corp.
23.1
Consent of Independent Registered Public Accounting Firm (RSM US LLP)
23.2
Consent of Independent Registered Public Accounting Firm (Forvis Mazars, LLP)
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
97
Policy Relating to the Recover of Erroneously Awarded Compensation (17)
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Calculation Linkbase Document
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101.DEF
Inline XBRL Taxonomy Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Presentation Linkbase Document
104
Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101)
(1)
Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2021.
(2)
Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2024 (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 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).
(6)
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).
(7)
Incorporated by reference to Appendix A of the Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 31, 2020.
(8)
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).
(9)
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).
(10)
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).
(11)
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).
(12)
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.
(13)
Incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2023.
(14)
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.
(15)
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.
(16)
Incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2023.
(17)
Incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 25, 2024.
(18)
Incorporated by reference to Exhibit 19 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2025.
Item 16. Form 10-K Summary
None
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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 16, 2026
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
Director; Chairman
/s/ William B. Haines
March 16, 2026
William B. Haines
/s/ Thomas L. Travis
Director; President and Chief Executive Officer (Principal Executive Officer)
March 16, 2026
Thomas L. Travis
/s/ William M. Buergler
Director
March 16, 2026
William M. Buergler
/s/ John T. Phillips
Director
March 16, 2026
John T. Phillips
/s/ Gary D. Whitcomb
Director
March 16, 2026
Gary D. Whitcomb
/s/ Teresa L. Dick
Director
March 16, 2026
Teresa L. Dick
/s/ Edward P. Gray
Director
March 16, 2026
Edward P. Gray
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