Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report. The term "disclosure controls and procedures,", as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures were effective at a reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
144
Management's Report on Internal Control over Financial Reporting
The Annual Report on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.
Inherent Limitations on Effectiveness of Controls
The effectiveness of any system of internal control over financial reporting is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our Company, but cannot provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company have been detected.
Item 9B. Other Information
During the year ended December 31, 2025, none of the officers or directors of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmation defense conditions of Rule 10b5-1(c) or any "non-Rule 10-b5-1 trading arrangement".
Item 9C. Disclosure Regarding Foreign Jurisdiction 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 Board and Committee Information and Executive Officer sections of the Company’s Proxy Statement for its 2026 Annual Meeting of Stockholders, which will be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, not later than 120 days after December 31, 2025.
The Company has adopted an Insider Trading Policy which governs the purchase, sale and/or other disposition of the Company’s securities by its directors, officers and employees. This policy is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations and Nasdaq listing standards. A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this report.
Item 11. Executive Compensation
The information required by this item is incorporated herein by reference to the Executive Compensation section of the Company's Proxy Statement for the 2026 Annual Meeting of Shareholders, which will be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, not later than 120 days after December 31, 2025.
145
Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information regarding the securities authorized for issuance under our equity compensation plans as of December 31, 2025.
EQUITY COMPENSATION PLAN INFORMATION
Plan Category Number of securities to be issued under exercise of outstanding options, warrants and rights
(a) Weighted-average exercise price of outstanding options, warrants and rights
(b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
Equity compensation plans approved by security shareholders
- - -
Equity compensation plans not approved by security shareholders
Restricted Stock Plan 1
602,300 $ - -
2025 Equity Incentive Plan - $ - 2,500,000
Total 602,300 $ - 2,500,000
1 Includes the number of unvested stock shares subject to forfeiture based on the satisfaction of certain service conditions. See "Note 11, Stock Based Compensation," to our audited consolidated financial statements in this Annual Report on Form 10-K for more information.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated herein by reference to the Transactions with Related Persons section of the Company’s Proxy Statement for its 2026 Annual Meeting of Stockholders, which will be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, not later than 120 days after December 31, 2025.
Item 14. Principal Accounting Fees and Services
Our independent registered public accounting firm is KPMG, LLP, Kansas City, Missouri, PCAOB Firm ID: 185
The information required by this item is incorporated herein by reference to the Fees Paid to Independent Public Accounting Firm section of the Company’s Proxy Statement for its 2026 Annual Meeting of Stockholders, which will be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, not later than 120 days after December 31, 2025.
Part IV
Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as a part of this report in Part II, Item 8 of this Form 10K:
• Reports of Independent Registered Public Accounting Firm;
• Consolidated Balance Sheets - December 31, 2025 and December 31, 2024;
• Consolidated Statements of Income - Years ended December 31, 2025 and 2024;
• Consolidated Statements of Comprehensive Income - Years ended December 31, 2025 and 2024;
• Consolidated Statement of Changes in Stockholders' Equity -Years Ended December 31, 2025 and 2024;
• Consolidated Statements of Cash Flows - Years Ended December 31, 2025 and 2024;
• Notes to Consolidated Financial Statements
(b) Financial statement schedules are omitted either because they are not required or are not applicable, or because the required information is included in the financial statements or notes thereto.
146
(c) The exhibits filed as part of this report and exhibits incorporated herein by reference to other documents are listed below.
Exhibit No. Description
3.1 Second Amended and Restated Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company's Registration Statement Form S-1 filed on October 10, 2025, File No. 333-290831)
3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement Form S-1 filed on October 10, 2025, File No. 333-290831)
9.1
Amended and Restated Voting Trust Agreement (incorporated herein by reference to Exhibit 9.1 to the Company's Registration Statement Form S-1 filed on October 10, 2025, File No. 333-290831)
10.1 †
Central Bancompany, Inc. Restricted Stock Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Registration Statement Form S-1 filed on October 10, 2025, File No. 333-290831)
10.2 †
Amendment to Central Bancompany, Inc. Restricted Stock Plan (incorporated herein by reference to Exhibit 10.2 to the Company's Registration Statement Form S-1 filed on October 10, 2025, File No. 333-290831)
10.3 †
Employment Agreement, dated as of February 2020, by and between Central Bancompany, Inc. and John Ross (incorporated herein by reference to Exhibit 10.3 to the Company's Registration Statement Form S-1 filed on October 10, 2025, File No. 333-290831)
10.4 †
Amended and Restated Employment Agreement, dated as of October 2025, by and between Central Bancompany, Inc. and John Ross (incorporated herein by reference to Exhibit 10.4 to the Company's Registration Statement Form S-1 filed on October 10, 2025, File No. 333-290831)
10.5 †
Central Bancompany, Inc. Incentive Compensation Plan I, as amended and restated effective February 14, 2018 (incorporated herein by reference to Exhibit 10.6 to the Company's Registration Statement Form S-1 filed on October 10, 2025, File No. 333-290831)
10.6 †
Central Bancompany, Inc. Incentive Compensation Plan II, as amended and restated effective February 14, 2018 (incorporated herein by reference to Exhibit 10.7 to the Company's Registration Statement Form S-1 filed on October 10, 2025, File No. 333-290831)
10.7 †
Central Bancompany Nonqualified Supplemental Retirement Plan C, as amended and restated effective January 1, 2013 (incorporated herein by reference to Exhibit 10.8 to the Company's Registration Statement Form S-1 filed on October 10, 2025, File No. 333-290831)
10.8 †
Amendment to Central Bancompany Nonqualified Supplemental Retirement Plan C, effective December 31, 2018 (incorporated herein by reference to Exhibit 10.9 to the Company's Registration Statement Form S-1 filed on October 10, 2025, File No. 333-290831)
10.9 †
Central Bancompany, Inc. 2025 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.10 to the Company's Registration Statement Form S-1 filed on October 10, 2025, File No. 333-290831)
10.10 †
Central Bancompany, Inc. Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.11 to the Company's Registration Statement on Form S-1 filed on October 10, 2025, File No. 333-290831)
10.11 * †
Form of Time-Based Restricted Stock Unit Award Issued Pursuant to the Central Bancompany, Inc. 2025 Equity Incentive Plan
10.12 †
Form of Performance-Based Restricted Stock Unit Award Issued Pursuant to the Central Bancompany, Inc. 2025 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K/A filed on February 5, 2026, File No. 001-42965)
10.13 * †
Eric Hallgren Offer Letter, dated June 10, 2024
10.14 * Registration Rights Agreement
19.1 * Insider Trading Policy
21.1 Subsidiaries of the Company
23.1 *
Consent of KPMG LLP, Independent Registered Public Accounting Firm (PCAOB 185 )
24.1 *
Powers of Attorney (included on signature pages)
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
147
Exhibit No. Description
97.1 * Clawback Policy
101.INS ** XBRL Instance Document - the instance document does not appear in the interactive data file because the XBRL tags are embedded within the Inline XBRL document
101.SCH ** XBRL Taxonomy Extension Schema Document
101.CAL ** XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF ** XBRL Taxonomy Extension Definition Linkbase Document
101.LAB ** XBRL Taxonomy Extension Label Linkbase Document
101.PRE ** XBRL Taxonomy Extension Presentation Linkbase Document
104 ** Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
† Denotes a management contract or compensatory plan or arrangement.
* Filed herewith
** Furnished herewith, not filed
Item 16. Form 10-K Summary
Not applicable
148
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CENTRAL BANCOMPANY, INC.
Date: March 25, 2026 By: /s/ James K. Ciroli
Name: James K. Ciroli
Title: Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Authorized Officer)
Pursuant to the requirements of the Securities Act of 1934, as amended, this report and Power of Attorney have been signed by the following persons in the capacities indicated on the 25th day of March, 2026.
Signature Title
/s/ John Ross President, Chief Executive Officer and Director
John “JR” Ross (Principal Executive Officer)
/s/ James K. Ciroli Executive Vice President and Chief Financial Officer
James K. Ciroli
(Principal Financial Officer and Principal Accounting Officer)
/s/ S. Bryan Cook Executive Chairman
S. Bryan Cook
/s/ Robert M. Robuck Vice Chairman
Robert M. Robuck
/s/ Charles W. Digges, Jr. Director
Charles W. Digges, Jr.
/s/ Michael Kirk Farmer, Jr. Director
Michael Kirk Farmer, Jr.
/s/ Robert R. Hermann, Jr. Director
Robert R. Hermann, Jr.
/s/ E. Stanley Kroenke Director
E. Stanley Kroenke
/s/ Charles E. Kruse Director
Charles E. Kruse
/s/ Richard H. McClure Director
Richard H. McClure
/s/ Edward D. Robertson, Jr. Director
Edward D. “Chip” Robertson, Jr.
/s/ Bradley N. Sprong Director
Bradley N. Sprong
149