Item 4. Controls and Procedures
ITEM 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934) as of June 30, 2026.
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2026. This conclusion is due to the material
weaknesses in our internal control over financial reporting that were previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, which have not yet been fully remediated.
Changes in Internal Control over Financial Reporting
As disclosed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2025, management identified the following material weaknesses in our internal control over financial reporting:
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Deposit operations;
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Related party transactions;
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Reconciliations;
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Financial statement disclosures;
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Segregation of duties;
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Completeness and accuracy of information produced by the entity;
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Information technology general controls; and
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The control activities component of internal control.
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Management is committed to the remediation of these material weaknesses. During the quarter ended June 30, 2026, we continued to implement our remediation plan, and these ongoing efforts represent a change in our
internal control over financial reporting. Specific remediation activities undertaken during the quarter include:
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Continued engagement of third-party consultants to assist in the implementation of our remediation plan and preparation for control testing.
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Completed the redesign and advanced the implementation of formalized key controls related to deposit operations and the financial statement disclosure process.
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Continued to operate and monitor the enhanced procedures and controls for account reconciliations and the complete identification of related party transactions.
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Progressed the rollout of enhancements to our information technology general controls, including processes related to access management and change management.
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Prepared for management’s testing of the newly designed and implemented controls to evaluate their operating effectiveness.
The material weaknesses will not be considered fully remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that the controls are operating
effectively. Other than these ongoing remediation efforts, there were no other changes in our internal control over financial reporting during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
PART II
Item 1. Legal Proceedings
From time to time, the Company or the Bank is a party to claims and legal proceedings arising in the ordinary course of business. Management does not believe any present
litigation or the resolution thereof will have a material adverse effect on the business, consolidated financial condition or results of operations of the Company.
Item 1A. Risk Factors
There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.