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Item 9A. Controls and Procedures

2025-03-13 compared with 2024-03-05 · 16 added, 38 removed, 144 unchanged (27% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that the information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, we recognize 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 necessarily was required to apply judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2024 at reaching a level of reasonable assurance.

The report of management required under Item 9A is included under Item 8 of this report along with the Company’s consolidated financial statements under the heading “Report by Citizens Community Bancorp, Inc.’s Management on Internal Control over Financial Reporting” and is incorporated herein by reference.

Changes in Internal Control over Financial Reporting

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Rule 10b5-1 Trading Plans

During the three months ended December 31, 2023, none of our Section 16 officers or directors adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K during the covered period.

During the three months ended December 31, 2024, none of our Section 16 officers or directors adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K during the covered period.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

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Information with respect to this item is incorporated herein by reference to the discussion under the heading “Proposal 1:

Election of Directors,” “Executive Officers,” “Delinquent Section 16(a) Reports,” “Corporate Governance – Director Nominations”, “Audit Committee Matters – Audit Committee Financial Expert”, and “Corporate Governance Matters – Code of Business Conduct and Ethics” in the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission on or before April 29, 2024.

Election of Directors,” “Executive Officers,” “Delinquent Section 16(a) Reports,” “Corporate Governance – Director Nominations”, “Directors’ Meetings and Committees – Audit Committee”, and “Corporate Governance Matters – Code of Business Conduct and Ethics and Corporate Governance Guidelines” in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission on or before April 29, 2025.

The Audit Committee of the Company’s Board of Directors is an “audit committee” for purposes of Section 3(a)(58)(A) of the Securities Exchange Act of 1934.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information with respect to this item is incorporated herein by reference to the discussion under the heading “Security Ownership” and “Equity Compensation Plan Information” in the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission on or before April 29, 2024.

Information with respect to this item is incorporated herein by reference to the discussion under the heading “Security Ownership” in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission on or before April 29, 2025.

Equity Compensation Plan Information

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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 (Crowe LLP)

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

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(a)(3) Exhibits

2.1 Stock Purchase Agreement between Citizens Community Bancorp, Inc., United Bank and United Bancorporation, dated June 20, 2018 (incorporated by reference to Exhibit 2.1 to the Company's current report on Form 8-K filed on June 21, 2018 (File No.

2.2 First Amendment to Stock Purchase Agreement by and among Citizens Community Bancorp, Inc., United Bank and United Bancorporation, dated August 13, 2018 (incorporated by reference to Exhibit 2.4 to the Company's Form 10-K filed on December 10, 2018 (File No.

2.3 Second Amendment to Stock Purchase Agreement by and among Citizens Community Bancorp, Inc., United Bank and United Bancorporation, dated October 19, 2018 (incorporated by reference to Exhibit 2.2 to the Company's current report on Form 8-K filed on October 22, 2018 (File No.

2.4 Agreement and Plan of Merger dated January 21, 2019, among F.

of Tomah, Inc., Citizens Community Bancorp, Inc., and F&M Merger Sub, Inc.

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on January 22, 2019 (File No.

3.1 Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2 filed on June 30, 2006 (File No.

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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.

and EJF Debt Opportunities Master Fund, LP dated May 30, 2017 (incorporated by reference to Exhibit 4.1 to the Company's current report on Form 8-K filed on May 31, 2017 (File No.

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.

4.2 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.

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333-190877)).

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

2008 Equity Incentive Plan (incorporated by referent to Exhibit 10.12 to the Company’s annual report on Form 10-K for the fiscal year ended as of September 30, 2014 (File No.

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

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and the Purchasers provided therein, dated June 20, 2018 (incorporated by reference to Exhibit 10.2 to the Company's current report on Form 8-K filed on June 21, 2018 (File No.

10.14+ Fourth Amended and Restated Executive Employment Agreement by and between Citizens Community Bancorp, Inc., Citizens Community Federal, N.A.

and Stephen Bianchi, dated as of May 2, 2024 (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on May 8, 2024 (File No.

10.15+ Third Amended and Restated Executive Employment Agreement by and between Citizens Community Bancorp, Inc., Citizens Community Federal, N.A.

and Stephen Bianchi, dated as of April 21, 2022 (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on August 4, 2022 (File No.

10.16+ Second Amended and Restated Executive Employment Agreement by and between Citizens Community Bancorp, Inc., Citizens Community Federal, N.A.

Broucek, dated as of April 21, 2022 (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed on August 4, 2022 (File No.

10.17+ Addendum No.

1 dated December 13, 2023 to the Third Amended and Restated Executive Employment Agreement dated April 21, 2022 by and between Citizens Community Federal, N.A.

and with Stephen M.

Bianchi (filed herewith).

10.18+ Addendum No.

1 dated December 13, 2023 to the Second Amended and Restated Executive Employment Agreement dated April 21, 2022 by and between Citizens Community Federal, N.A.

and with James S.

Broucek (filed herewith).

10.19 Business Note, dated June 26, 2019, issued by Citizens Community Bancorp, Inc.

to Chippewa Valley Bank (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 1, 2019 (File No.

10.20 Business Credit Agreement, dated August 1, 2019, by and between Citizens Community Bancorp, Inc.

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.

10.21 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 report on Form 10-Q filed on November 6, 2020 (File No.

Broucek, dated as of May 2, 2024 (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed on May 8, 2024 (File No.

10.16 Business Note Renewal, Dated August 1, 2022, issued by Citizens Community Bancorp, Inc.

to Chippewa Valley Bank (incorporated by reference to the Exhibit 10.1 to the Company’s quarterly report on Form 10-Q filed on November 8, 2021 (File No.

10.23 Note Modification Agreement, dated October 20, 2021, to the Business Note, dated October 22, 2020 issued by Citizens Community Bancorp, Inc.

to Chippewa Valley Bank (incorporated by reference to Exhibit 10.19 to the Company's Form 10-K filed on March 2, 2022 (File No.

to Chippewa Valley Bank (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on November 7, 2022 (File No.

10.17 Business Note Renewal, Dated August 1, 2023, issued by Citizens Community Bancorp, Inc.

to Chippewa Valley Bank (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on November 3, 2023 (File No, 001-33003)).

10.18 Business Note, dated May 1, 2024, issued by Citizens Community Bancorp, Inc.

to Chippewa Valley Bank (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on August 6, 2024 (File No.

10.19 Business Note Renewal, Dated August 1, 2024, issued by Citizens Community Bancorp, Inc.

2 unchanged sentences

001-330003)).

19.1 Director and Officer Insider Trading Policy, adopted October 24, 2024, (filed herewith).

19.2 Colleague Insider Trading Policy, adopted, adopted October 24, 2024, (filed herewith).

21 Subsidiaries of the Company as of December 31, 2024 (filed herewith).

23.1 Consent of Independent Registered Public Accounting Firm ( Cro we LLP) (filed herewith).

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

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Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).

97 Clawback Policy, adopted October 10, 2023 (incorporated by reference to Exhibit 99.1 to the Company’s Form 10-Q filed on August 6, 2024 (file No.

101 The following materials from Citizens Community Bancorp, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically herewith:

1 unchanged sentence

(ii) Consolidated Statements of Operations;

(iii) Consolidated Statements of Comprehensive Income (Loss);

(iii) Consolidated Statements of Comprehensive Income;

(iv) Consolidated Statements of Changes in Stockholders’ Equity;

31 unchanged sentences

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