What changed in this filing

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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-28 · 37 added, 53 removed, 132 unchanged (41% of the section changed)

3 unchanged sentences

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed is communicated to our management to allow timely decisions regarding required disclosure.

Based on the evaluation, our chief executive officer and chief financial officer concluded that, as of the evaluation date, due to the material weakness in the Company's internal control over financial reporting described below, the Company's disclosure controls and procedures were not effective as of December 31, 2023.

However, after giving full consideration to the material weakness described below, and based on a number of other factors, including the measures implemented prior to December 31, 2023 to remediate the material weakness in internal control over financial reporting and the performance of procedures by management designed to ensure that information required to be disclosed is communicated to our management to allow timely decisions regarding required disclosure, management has concluded that the consolidated financial statements included in this Report present fairly, in all material respects, the Company’s financial position, the results of its operations and its cash flows for each of the periods presented in conformity with GAAP and that disclosures to be made about material information required to be included in our periodic reports with the SEC were made timely and properly included in the Report.

Based on the evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective in allowing timely decisions regarding disclosure to be made about material information required to be included in our periodic reports with the SEC.

Management’s Report On Internal Control Over Financial Reporting

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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) (the "Framework").

Based on management’s evaluation under the Framework, management of the Company has concluded the Company's internal controls over financial reporting, as such term is defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934, was not effective as of December 31, 2023 because of the material weakness in internal control over financial reporting described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Management identified a material weakness related to information technology general controls in the area of user access management within an application supporting the Company’s accounting and reporting processes which resulted in certain segregation of duties conflicts.

As such, certain of the Company’s manual business process controls dependent upon the information derived from this application were also ineffective.

Plan for Remediation of Material Weakness

The Company and its Board of Directors are committed to maintaining a strong internal control environment.

During the fourth quarter of 2023, management identified a control deficiency that constituted a material weakness as of December 31, 2023.

Management evaluated the material weakness described above and the following measures were implemented during the fourth quarter and in place prior to December 31, 2023:

• Privileged administrative access to the application was removed for finance department personnel.

• Additional control design enhancements were implemented for user access provisioning, modification, and removals from the application to ensure all access changes to the application are subject to formal documentation and approval.

In addition to the actions taken during the fourth quarter of 2023, management is continuing to implement a remediation plan to enhance the design of information technology general controls.

Specifically, management will take the following additional measures to further ensure its controls and procedures are operating effectively:

• Ongoing monitoring of enhanced user provisioning controls.

• Evaluation of resources of finance department, and enhancement of resources and procedures as necessary to ensure proper segregation of duties within applications that support financial reporting processes.

While management has taken steps towards implementing remediation plans, several of which occurred prior to December 31, 2023, the material weakness will not be considered fully remediated until the controls have operated effectively, as evidenced through testing, for a sufficient amount of time.

BDO USA, P.C., an independent, registered public accounting firm, has audited the Company’s consolidated financial statements as of and for the year ended December 31, 2023, and audited the Company’s effectiveness of internal controls over financial reporting as of December 31, 2023, as stated in its reports, which are included in Item 8 hereof.

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, 2024.

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, 2024, and audited the Company’s effectiveness of internal control over financial reporting as of December 31, 2024, as stated in their reports, which are included in Item 8 hereof.

Changes in Internal Controls

Except as set forth above, there were no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2023 that materially affected, or that are reasonably likely to materially affect our internal control over financial reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2024 that materially affected, or that are reasonably likely to materially affect our internal control over financial reporting

Other Information

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Awards Made To Named Executive Officers

During the fiscal year ended December 31, 2023, the Company did not award an option or other right to purchase or acquire its common shares during any period beginning four business days before the filing of a periodic report on Form 10-Q or the filing or furnishing of a report on Form 8-K that disclosed material nonpublic information and ending one business day after the filing or furnishing of such a report to any the Company’s “named executive officers” (as such persons are specified in the Company’s Proxy Statements for its 2022 or 2023 Annual Meeting of Shareholders).

During the fiscal year ended December 31, 2024, the Company did not award an option or other right to purchase or acquire its common shares during any period beginning four business days before the filing of a periodic report on Form 10-Q or the filing or furnishing of a report on Form 8-K that disclosed material nonpublic information and ending one business day after the filing or furnishing of such a report to any of the Company’s “named executive officers” (as such persons are specified in the Company’s Proxy Statements for its 2023 or 2024 Annual Meeting of Shareholders).

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

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At December 31, 2024, the Company had no options, warrants or rights outstanding under any compensation plans.

As discussed in Note 2 and Note 15, the options shown in the table below were assumed in conjunction with the GrandSouth acquisition.

As of December 31, 2024

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Management contracts, compensatory plans and arrangements are marked with an asterisk (*).

2.a 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 .

2.b Merger Agreement between First Bancorp and GrandSouth Bancorporation dated June 21, 2022 was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on June 21, 2022, and is incorporated herein by reference .

2.a Merger Agreement between First Bancorp and GrandSouth Bancorporation dated June 21, 2022 was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on June 21, 2022, 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.

10 unchanged sentences

10.b First Bancorp Senior Management Supplemental Executive Retirement Plan effective January 1, 2009 was filed as Exhibit 10.b to the Company's Annual Report on Form 10-K for the year ended December 31, 2018, and is incorporated herein by reference.

10.c First Bancorp 2007 Equity Plan was filed as Appendix B to the Registrant's Form Def 14A filed on March 27, 2007, and is incorporated herein by reference.

10.d First Bancorp 2014 Equity Plan was filed as Appendix B to the Registrant’s Form Def 14A filed on April 4, 2014, and is incorporated herein by reference.

10.e First Bancorp Long Term Care Insurance Plan was filed as Exhibit 10(o) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, and is incorporated by reference.

10.f Advances and Security Agreement with the Federal Home Loan Bank of Atlanta dated February 15, 2005 was attached as Exhibit 99(a) to the Company’s Current Report on Form 8-K filed on February 22, 2005, and is incorporated herein by reference.

10.g Form of Stock Option and Performance Unit Award Agreement was filed as Exhibit 10 to the Company’s Current Report on Form 8-K filed on June 23, 2008, and is incorporated herein by reference.

10.h Description of Director Compensation pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K was filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as is incorporated herein by reference.

10.i First Bancorp Employees’ Pension Plan, including amendments, was filed as Exhibit 10.v to the Company's Annual Report on Form 10-K for the year ended December 31, 2009, and is incorporated herein by reference.

10.j Employment Agreement between the Company and Richard H.

10.c First Bancorp 2014 Equity Plan was filed as Appendix B to the Registrant’s Form Def 14A filed on April 4, 2014, and is incorporated herein by reference.

10.d First Bancorp Long Term Care Insurance Plan was filed as Exhibit 10(o) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, and is incorporated by reference.

10.e Advances and Security Agreement with the Federal Home Loan Bank of Atlanta dated February 15, 2005 was attached as Exhibit 99(a) to the Company’s Current Report on Form 8-K filed on February 22, 2005, and is incorporated herein by reference.

10.f Form of Stock Option and Performance Unit Award Agreement was filed as Exhibit 10 to the Company’s Current Report on Form 8-K filed on June 23, 2008, and is incorporated herein by reference.

10.g First Bancorp Employees’ Pension Plan, including amendments, was filed as Exhibit 10.v to the Company's Annual Report on Form 10-K for the year ended December 31, 2009, and is incorporated herein by reference.

10.h Employment Agreement between the Company and Richard H.

Moore dated August 28, 2012 was filed as Exhibit 10.a to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, and is incorporated herein by reference .

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 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.

10.m The Executive Nonqualified Excess Plan Document was filed as Exhibit 10.q to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, and is incorporated herein by reference.

10.n The Executive Nonqualified Excess Plan Adoption Agreement dated January 30, 2017 was filed as Exhibit 10.r to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, and is incorporated herein by reference.

10.o 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.p 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.q Employment Agreement by and among the Company and the Bank and G.

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

Mayer effective February 7, 2025 was filed as Exhibit 10.k to the Company's Current Report on Form 8-K filed on February 6, 2025 and is incorporated by reference.

10.j 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.

10.k The Executive Nonqualified Excess Plan Document was filed as Exhibit 10.q to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, and is incorporated herein by reference.

10.l The Executive Nonqualified Excess Plan Adoption Agreement dated January 30, 2017 was filed as Exhibit 10.r to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, and is incorporated herein by reference.

10.m 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.n 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.o 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.r Employment Agreement by and among the Company and the Bank and Elizabeth B.

10.p 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.

10.s Form of First Amendment to Employment and Change of Control Agreement entered into effective November 6, 2023 with each of its named executive officers was filed as Exhibit 10.a to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, and is incorporated herein by reference.

10.q Form of First Amendment to Employment and Change of Control Agreement entered into effective November 6, 2023 with each of its named executive officers was filed as Exhibit 10.a to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, and is incorporated herein by reference.

10.r First Bancorp 2024 Equity was filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed on May 31, 2024 (Commission File No.

333-279858) and is incorporated herein by reference (*)

10.s Employment Agreement by and among the Company and the bank and Christian Wilson dated February 7, 2025 as filed as Exhibit 10.u to the Company's Current Report on Form 8-K on February 6, 2025 and is incorporated by reference (*)

19.a Securities Law Compliance Policy

19.b Insider Trading and Section 16 Reporting Policy

21 List of Subsidiaries of Registrant

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97 Excess Incentive Compensation Recovery Policy dated October 23, 2023

97 Excess Incentive Compensation Recovery Policy dated October 23, 2023 was filed as Exhibit 97 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023, and is incorporated herein by reference.

101 The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in eXtensible Business Reporting Language (XBRL):

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Copies of exhibits are available upon written request to:

First Bancorp, Elizabeth B.

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

First Bancorp, Investor Relations, 300 SW Broad Street, Southern Pines, North Carolina, 28387.

Form 10-K Summary

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/s/ Elizabeth B.

Bostian /s/ Blaise B.

Bostian /s/ T.

Chief Executive Officer & Chairman of the Board Elizabeth B.

Executive Vice President & Chief Financial Officer Blaise B.

Executive Vice President & Chief Accounting Officer

Executive Vice President &

Chief Financial Officer T.

Executive Vice President &

Chief Accounting Officer

February 26, 2025 February 26, 2025 February 26, 2025

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February 26, 2025 February 26, 2025

Garrett /s/ O.

Temple Sloan, III

1 unchanged sentence

February 26, 2025 February 26, 2025

Gould /s/ Frederick L.

Director Frederick L.

February 28, 2024 February 28, 2024

/s/ Michael G.

Mayer /s/ Virginia C.

Director Virginia C.

Mayer /s/ Frederick L.

Director Frederick L.

February 26, 2025 February 26, 2025

3 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