What changed in this filing

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Item 9A. Controls and Procedures

2022-03-01 compared with 2021-02-26 · 49 added, 33 removed, 122 unchanged (40% of the section changed)

6 unchanged sentences

Management of First Bancorp and its subsidiaries (the “Company”) is responsible for establishing and maintaining effective internal control over financial reporting.

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 U.S.

generally accepted accounting principles.

Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013).

Based on Management’s evaluation under the framework in Internal Control – Integrated Framework, management of the Company has concluded the Company maintained effective internal control over financial reporting, as such term is defined in Securities Exchange Act of 1934 Rules 13a-15(f), as of December 31, 2020.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations.

5 unchanged sentences

Management is also responsible for the preparation and fair presentation of the consolidated financial statements and other financial information contained in this report.

The accompanying consolidated financial statements were prepared in conformity with U.S.

generally accepted accounting principles and include, as necessary, best estimates and judgments by management.

BDO USA, LLP, an independent, registered public accounting firm, has audited the Company’s consolidated financial statements as of and for the year ended December 31, 2020, and audited the Company’s effectiveness of internal control over financial reporting as of December 31, 2020, as stated in their report, which is included in Item 8 hereof.

The accompanying consolidated financial statements were prepared in conformity with GAAP and include, as necessary, best estimates and judgments by management.

Management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Select Bancorp, Inc.

and its subsidiary Select Bank & Trust Company (together, “Select”), which was acquired on October 15, 2021, and which is included in the consolidated balance sheets of the Company as of December 31, 2021, and the related consolidated statements of income, comprehensive income, changes in total shareholders' equity, and cash flows for the year then ended.

Select constituted 17.5% and 25.4% of total assets and total shareholders' equity, respectively, as of December 31, 2021.

Select contributed 4.4% of total revenues for the year ended December 31, 2021, and contributed a net loss which equated to 12.8% of the total net income for the year then ended.

Management did not assess the effectiveness of internal control over financial reporting of Select because of the timing of the acquisition which was completed on October 15, 2021.

Based on Management’s evaluation under the Framework, management of the Company has concluded the Company maintained effective internal control over financial reporting, as such term is defined in Securities Exchange Act of 1934 Rules 13a-15(f), as of December 31, 2021.

BDO USA, LLP, an independent, registered public accounting firm, has audited the Company’s consolidated financial statements as of and for the year ended December 31, 2021, and audited the Company’s effectiveness of

internal control over financial reporting as of December 31, 2021, as stated in their report, which is included in Item 8 hereof.

Changes in Internal Controls

11 unchanged sentences

The following table presents information as of December 31, 2021 regarding shares of the Company’s stock that may be issued pursuant to the Company’s equity-based compensation plan.

At December 31, 2020, the Company had no warrants or stock appreciation rights outstanding under any compensation plans.

At December 31, 2021, the Company had no options, warrants or rights outstanding under any compensation plans.

As of December 31, 2021

30 unchanged sentences

dated May 1, 2017 was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 1, 2017, and is incorporated herein by reference.

2.e Merger Agreement between First Bancorp and Select Bancorp, Inc.

dated June 1, 2021 was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on June 1, 2021, and is incorporated herein by reference .

3.a Articles of Incorporation of the Company and amendments thereto were filed as Exhibits 3.a.i through 3.a.v to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2002 , and are incorporated herein by reference.

19 unchanged sentences

Amendments to this agreement were filed in the Company’s Current Reports on Form 8-K filed on March 9, 2017 and February 9, 2018 and are incorporated herein by reference.

10.k Employment Agreement between the Company and Michael G.

Mayer dated March 10, 2014 was filed as Exhibit 10.z to the Company's Annual Report on Form 10-K for the year ended December 31, 2013, and is incorporated herein by reference.

10.k Amended and Restated Employment Agreement by and among the Company and the Bank and Michael G.

Mayer effective February 1, 2022 was filed as Exhibit 99.1 to the Company's Current Report on Form 8-K filed on January 28, 2022 and is incorporated by reference.

10.l Amendment to the First Bancorp Senior Management Supplemental Executive Retirement Plan dated March 11, 2014 was filed as Exhibit 10.aa to the Company's Annual Report on Form 10-K for the year ended December 31, 2013, and is incorporated herein by reference.

4 unchanged sentences

10.p The Executive Nonqualified Excess Plan Adoption Agreement dated February 26, 2018 was filed as Exhibit 10.s to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, and is incorporated herein by reference.

10.q The Company’s Annual Incentive Plan for certain employees and executive officers

10.q The Company’s Annual Incentive Plan for certain employees and executive officers was filed as Exhibit 10.q to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and is incorporated herein by reference.

10.r Employment Agreement by and among the Company and the Bank and G.

Adams Currie Jr.

dated December 23, 2021 was filed as Exhibit 99.1 to the Company's Current Report on Form 8-K on December 23, 2021 and is incorporated by reference.

10.s Employment Agreement by and among the Company and the Bank and Elizabeth B.

Bostian dated December 23, 2021 as filed as Exhibit 99.2 to the Company's Current Report on Form 8-K on December 23, 2021 and is incorporated by reference.

21 List of Subsidiaries of Registrant

23.1 Consent of Independent Registered Public Accounting Firm, Elliott Davis, PLLC

23.1 Consent of Independent Registered Public Accounting Firm, BDO USA, LLP

14 unchanged sentences

First Bancorp, Elizabeth B.

Bostian, Secretary, 300 SW Broad Street, Southern Pines, North Carolina, 28387.

Bostian, Chief Financial Officer, 300 SW Broad Street, Southern Pines, North Carolina, 28387.

Form 10-K Summary

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, FIRST BANCORP has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Southern Pines, and State of North Carolina, on the 26th day of February 2021.

First Bancorp

4 unchanged sentences

/s/ Richard H.

Chief Executive Officer

EVP / Chief Financial Officer

February 26, 2021 (Principal Accounting Officer)

February 26, 2021

/s/ Elizabeth B.

Bostian /s/ Blaise B.

Chief Executive Officer & Chairman of the Board Elizabeth B.

Executive Vice President & Chief Financial Officer Blaise B.

Executive Vice President & Chief Accounting Officer

March 1, 2022 March 1, 2022 March 1, 2022

Board of Directors

2 unchanged sentences

Crawford, III

Lead Independent Director

Director Richard H.

Chairman of the Board

February 26, 2021

March 1, 2022 March 1, 2022

/s/ Daniel T.

/s/ Thomas F.

February 26, 2021 February 26, 2021

/s/ Carlie C.

March 1, 2022 March 1, 2022

/s/ Mary Clara Capel

Temple Sloan, III

/s/ Dexter V.

Mary Clara Capel

Temple Sloan, III

February 26, 2021 February 26, 2021

March 1, 2022 March 1, 2022

/s/ Suzanne DeFerie

/s/ Frederick L.

Temple Sloan, III

Suzanne DeFerie

February 26, 2021 February 26, 2021

/s/ Virginia C.

February 26, 2021 February 26, 2021

Gould /s/ Dennis A.

Director Dennis A.

February 26, 2021 February 26, 2021

Temple Sloan, III

March 1, 2022 March 1, 2022

/s/ Frederick L.

March 1, 2022 March 1, 2022

Gould /s/ Virginia C.

Director Virginia C.

March 1, 2022 March 1, 2022

/s/ Michael G.

February 26, 2021

Mayer /s/ Dennis A.

Director Dennis A.

March 1, 2022 March 1, 2022

March 1, 2022

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