What changed in this filing

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Item 9A. Controls and Procedures

2021-03-08 compared with 2020-03-10 · 37 added, 41 removed, 127 unchanged (38% of the section changed)

10 unchanged sentences

There was no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the Company’s most recently completed fiscal year ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

On July 1, 2019, we completed our acquisition of F&M.

In accordance with our integration efforts, we plan to incorporate F&M’s operations into our internal control over financial reporting structure within the tine frame provided by applicable SEC rules and regulations.

OTHER INFORMATION

13 unchanged sentences

Upon Exercise of

Outstanding Options,

Weighted-average

Outstanding Options, Weighted-average

Exercise Price of

Outstanding Options,

Outstanding Options, Number of

Common Shares

1 unchanged sentence

Future Issuance

Plan Category

Warrants and Rights (1)

Warrants and Rights

Compensation Plans (2)

Plan Category Warrants and Rights (1) Warrants and Rights Compensation Plans (2)

Equity compensation plans approved by security holders 72,300 $ 11.05 250,425

Equity compensation plans not approved by security holders — — —

Total 72,300 $ 11.05 250,425

(1) Represents 72,300 shares of our Common Stock to be issued upon exercise of outstanding stock options under the 2008 Equity Incentive Plan, (the “Prior Plan”).

8 unchanged sentences

The following financial statements of the Company are included in Item 8 of this Form 10-K annual report:

Report of Independent Registered Public Accounting Firm (Eide Bailly LLP)

Report of Independent Registered Public Accounting Firm (Baker Tilly Virchow Krause, LLP)

Consolidated Balance Sheets as of December 31, 2020 and 2019

Consolidated Statements of Operations for the Year Ended December 31, 2019, the Transition Period Ended December 31, 2018, and the Year Ended September 30, 2018

Consolidated Statements of Comprehensive Income (Loss) for the Year Ended December 31, 2019, the Transition Period Ended December 31, 2018 and the Year Ended September 30, 2018

Consolidated Statements of Changes in Stockholders’ Equity for the Year Ended December 31, 2019, the Transition Period Ended December 31, 2018 and the Year Ended September 30, 2018

Consolidated Statements of Cash Flows for the Year Ended December 31, 2019, the Transition Period Ended December 31, 2018 and the Year Ended September 30, 2018

Consolidated Statements of Operations for the Years Ended December 31, 2020 and 2019

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020 and 2019

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2020 and 2019

Consolidated Statements of Cash Flows for the Years Ended December 31, 2020 and 2019

Notes to Consolidated Financial Statements

2 unchanged sentences

(a)(3) Exhibits

Agreement and Plan of Merger between Citizens Community Bancorp, Inc.

and Wells Financial Corp.

dated as of March 17, 2017 (incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed on March 17, 2017 (File No.

2.1 Stock Purchase Agreement between Citizens Community Bancorp, Inc.

13 unchanged sentences

3.5 Amendment to the Bylaws of the Registrant (incorporated by reference to Exhibit 99.1 to the Company's Form 8-K dated December 20, 2013, filed on December 26, 2013 (file No.

Description of Capital Stock

3.6 Amendment to the Bylaws of Citizens Community Bancorp, Inc.

dated April 23, 2020 (incorporated by reference Exhibit 3.1 to the Company’s current report on Form 8-K filed on April 28, 2020 (file No.

4.1 Description of Capital Stock (incorporated by reference to Exhibit 4.1 to the Company's annual report on Form 10-K filed on March 10, 2020 (File No.

4.2 Subordinated Note Purchase Agreement between Citizens Community Bancorp, Inc.

1 unchanged sentence

4.3 Form of Subordinated Note (incorporated by reference to Exhibit 4.2 to the Company's current report on Form 8-K filed on May 31, 2017 (File No.

Citizens Community Bancorp, Inc.

2004 Stock Option Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form SB-2 filed on June 30, 2006 (File No.

333-135527) pursuant to Section 5 of the Securities Act of 1933).

Citizens Community Bancorp, Inc.

Supplemental Executive Retirement Plan (incorporated by reference to Exhibit10.2 to the Company’s Registration Statement on Form SB-2 filed on June 30, 2006 (File No.

333-135527) pursuant to Section 5 of the Securities Act of 1933).

Citizens Community Bancorp, Inc.

Tax Allocation Agreement (incorporated by reference to Exhibit 10.e to the Company’s annual report on Form 10-KSB for the fiscal year ended September 30, 2004 (File No.

4.4 Form of Subordinated Note Purchase Agreement dated August 27, 2020 (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed on August 27, 2020 (File No.

4.5 Form of Subordinated Note (incorporated by reference to Exhibit 4.2 to the Company’s current report on Form 8-K filed on August 27, 2020 (File No.

10.1+ Citizens Community Bancorp, Inc.

1 unchanged sentence

333-190877)).

Form of Incentive Stock Option Agreement under the Citizens Community Bancorp, Inc.

2004 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.8 to the Company’s annual report on Form 10-K for the fiscal year ended as of September 30, 2010 (File No.

10.2+ Form of Restricted Stock Grant Agreement under the Citizens Community Bancorp, Inc.

2 unchanged sentences

2008 Equity Incentive Plan (incorporated by referent to Exhibit 10.13 to the Company’s annual report on Form 10-K for the fiscal year ended as of September 30, 2014 (File No.

Second Amended and Restated Loan Agreement with First Tennessee, National Association dated May 30, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on May 31, 2017 (File No.

10.4+ Citizens Community Bancorp, Inc.

9 unchanged sentences

10.8+ Form of Citizens Community Bancorp, Inc.

2018 Long Term Incentive Plan Award Agreement (incorporated by reference to Exhibit 10.27 to the Company's Form 10-K filed on December 10, 2018 (File No.

Form of Citizens Community Bancorp, Inc.

2019 Long Term Incentive Plan Award Agreement.

(incorporated by reference to Exhibit 10.19 to the Company’s Transition Report on Form 10-K filed on March 8, 2019 (File No.

10.9+ Form of Citizens Community Bancorp, Inc.

2020 Long Term Incentive Plan Award Agreement (filed herewith).

10.10 Securities Purchase Agreement between the Citizens Community Bancorp, Inc.

6 unchanged sentences

and Chippewa Valley Bank (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 1, 2019 (File No.

10.14 Business Note, dated October 22, 2020, issued by Citizens Community Bancorp, Inc.

to Chippewa Valley Bank incorporated by reference to the Exhibit 10.1 to the Company ’ s quarterly rep ort on Form 10-Q filed on No vember 6, 2020 ( File No.

10.15+ Second Amended and Restated Executive Employment Agreement by and between Citizens Community Bancorp, Inc., Citizens Community Federal, N.A., and Stephen Bianchi, dated as of November 1, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on November 4, 2019 (File No.

1 unchanged sentence

Broucek, dated as of November 1, 2019 (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed on November 4, 2019 (File No.

10.17+ Addendum No.

1 to the Second Amended and Restated Executive Employment Agreement with Stephen Addendum No.

1 to the Second Amended and Restated Executive Employment Agreement with Stephen Bianchi, dated April 23, 2020 (incorporated by reference Exhibit 10 .1 to the Company’s current report on Form 8-K filed on April 28, 2020 (File No.

, dated April 23, 2020 (incorporated by reference Exhibit 3.1 to the Company’s current report on Form 8-K filed on April 28, 2020 (File No.

10.18+ Addendum No.

1 to the Amended and Restated Executive Employment Agreement with James Broucek, dated April 23, 2020 (Incorporated by reference Exhibit 10 .

2 to the Company’s current report on Form 8-K filed on April 28, 2020 (File No.

21 Subsidiaries of the Company as of December 31, 20 20 (filed herewith).

Consent of Independent Registered Public Accounting Firm (Baker Tilly Virchow Krause, LLP) (filed herewith).

23.1 Consent of Independent Registered Public Accounting Firm (Eide Bailly, LLP) (filed herewith).

23.2 Consent of Independent Registered Public Accounting Firm (Baker Tilly US, LLP (formerly known as Baker Tilly Virchow Krause, LLP))(filed herewith).

31.1 Rule 13a-15(e) Certification of the Company’s Chief Executive Officer (filed herewith).

13 unchanged sentences

CITIZENS COMMUNITY BANCORP, INC.

March 10, 2020

March 8, 2021 By:

Executive Vice President, Chief Financial Officer, Treasurer and Secretary

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act 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.

March 10, 2020

March 8, 2021 By:

/s/ Stephen M.

President and Chief Executive Officer, Chairman of the Board (Principal Executive Officer)

March 10, 2020

March 8, 2021 By:

/s/ Richard McHugh

1 unchanged sentence

Lead Director

March 10, 2020

March 8, 2021 By:

/s/ Michael L.

March 10, 2020

March 8, 2021 By:

/s/ Francis E.

March 10, 2020

March 8, 2021 By:

/s/ Kristina M.

March 10, 2020

March 8, 2021 By:

/s/ Timothy L.

March 10, 2020

March 8, 2021 By:

Executive Vice President, Chief Financial Officer, Treasurer and Secretary

1 unchanged sentence

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 9A. Controls and Procedures