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Item 9A. Controls and Procedures

2025-03-14 compared with 2024-03-05 · 38 added, 18 removed, 120 unchanged (32% of the section changed)

2 unchanged sentences

As of the end of the period covered by this report, the Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934).

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, could provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgement in evaluating the cost-benefit relationship of possible controls and procedures.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as a result of the material weaknesses in internal control over financial reporting described below in “Management’s Report on Internal Control over Financial Reporting” the Company’s internal controls over financial reporting as of December 31, 2024, were not effective.

Management’s Report on Internal Control over Financial Reporting

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Management’s assessment is based on the criteria described in “Internal Control – Integrated Framework” issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, the Company’s management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2023.

Based on this assessment, the Company’s management concluded that the Company’s internal controls over financial reporting were not effective as of December 31, 2024.

A material weakness is a control deficiency, or combination of control deficiencies, that results in a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Material weaknesses were identified in the following areas:

• management review and activity-level controls over the period-end financial reporting process;

• the segregation of duties, review, posting, and approval of manual journal entries;

• the identification, prior approval, and disclosure of related party transactions.

Notwithstanding the material weaknesses, the Company’s management, including the CEO and CFO, has concluded that the consolidated financial statements, included in this Annual Report on Form 10-K, for the year ended December 31, 2024, fairly present, in all material respects, the Company's financial condition, results of operations and cash-flows for the periods presented in conformity with generally accepted accounting principles.

Attestation Report of the Registered Public Accounting Firm

The Company’s independent registered public accounting firm that audited the consolidated financial statements included in this annual report, has issued a report on the Company’s internal control over financial reporting as of December 31, 2023.

Our independent auditor, Forvis Mazars, LLP, a registered public accounting firm, has issued its report on its audit of our internal control over financial reporting.

Forvis Mazars, LLP’s attestation report contains an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

This report appears on pages 59-60.

Reference is made to the Report of Independent Registered Public Accounting Firm included in this Annual Report.

Remediation Plan

The Company has initiated certain remedial measures to strengthen its controls as a result of the material weaknesses noted above.

These include continued review of the overall design of its internal control environment, as well as the design and implementation of additional internal controls over the specific areas where material weaknesses were identified as detailed above.

The actions the Company is taking under its remediation plan are subject to ongoing management review and are also subject to Audit Committee oversight.

Each material weakness identified above cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting during the most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Except as otherwise discussed above, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting, including any corrective actions with regard to the control deficiencies that led to the material weaknesses in the Company’s internal controls over financial reporting identified above.

Other Information

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The three additional data elements required to be tagged by a registrant that files financial statements using Inline XBRL are as follows:

• FORVIS, LLP

• Forvis Mazars, LLP

• Springfield, Missouri

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(b) 3 Exhibits

3.1 Restated Articles of Incorporation on Page 126.

3.2 Amended and Restated ByLaws on Page 134.

4.1 Description of Registered Securities, incorporated by reference to Exhibit 4.1 to the Company's Form 10-K filed with the Commission on March 6, 2020.

10.1 1995 Deferred Compensation Plans filed as Exhibit 10(c) in Form 10-K for the year ended December 31, 1995 is incorporated by reference.

10.2 2010 Stock Option and Incentive Plan filed on Form S-8 dated June 29, 2012 is incorporated by reference.

10.3 2020 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed with the Commission on May 4, 2020.

10.4 Form of Stock Option Grant Agreement under the Stock Option and Incentive Plan filed as Exhibit 10.3 in Form 10-K for the year ended December 31, 2018 is incorporated by reference.

10.5 Form of Restricted Stock 5 Year Agreement under the Stock Option and Incentive Plan filed as Exhibit 10.4 in Form 10-K for the year ended December 31, 2018 is incorporated by reference.

10.6 Form of Restricted Stock 8 Year Agreement under the Stock Option and Incentive Plan filed as Exhibit 10.5 in Form 10-K for the year ended December 31, 2018 is incorporated by reference.

3.1 Restated Articles of Incorporation incorporated by reference from the Company's Form 10-K (Exhibit 3.1) filed March 5, 2024.

3.2 Amended and Restated ByLaws incorporated by reference from the Company's Form 10-K (Exhibit 3.2) filed March 5, 2024.

4.1 Description of Registered Securities, incorporated by reference from the Company's Form 10-K (Exhibit 4.1) filed with the Commission on March 6, 2020.

10.1 2010 Stock Option and Incentive Plan, incorporated by reference from Registrant’s Form S-8 filed June 29, 2012.

10.2 2020 Stock Option and Incentive Plan, incorporated by reference from Registrant’s Form 10-Q filed with the Commission on May 4, 2020.

10.3 Form of non-employee Director Stock Option Grant Agreement (Used for 2010 and 2020 Stock Option and Incentive Plan Awards).

10.4 Form of Restricted Stock Award Agreement use for Company NEOs under the 2010 and 2020 Stock Option and Incentive Plans – 5 Year vesting provision, incorporated by reference from Registrant’s Annual Report on Form 10-K (Exhibit 10.4) filed March 5, 2019.

10.5 Form of Restricted Stock Award Agreement use for Company NEOs under the 2010 and 2020 Stock Option and Incentive Plans – 8 Year vesting provision, incorporated by reference from Registrant’s Annual Report on Form 10-K (Exhibit 10.5) filed March 5, 2019.

10.6 Form of Director Deferred Compensation Plan Agreement is attached on Page 131.

11 Statement Regarding Computation of Basic and Diluted Earnings Per Share.

Statement included in Note 1 under Item 8 of Part II above)

19 Insider Trading Policies and Procedures is attached on Page 138.

21 Subsidiary of the Registrant is attached on Page 152.

23.1 Consent of Independent Registered Public Accounting Firm is attached on Page 153.

Forvis Mazars, LLP

31.1 Certification under Section 302 of the Sarbanes-Oxley Act of 2002 on Page 154.

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March 14, 2025 By:

Seegmiller, Director, President and Chief Executive Officer

Shileny, Director, President and Chief Executive Officer

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 14, 2025 By:

Seegmiller, Director, President and Chief Executive Officer

Shileny, Director, President and Chief Executive Officer

March 14, 2025 By:

2 unchanged sentences

March 14, 2025 By:

Shileny, Director;

President and Chief Operating Officer of the Bank

Seegmiller, Director, President and Chief Executive Officer Emeritus

March 14, 2025 By:

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March 14, 2025 By:

Sparks, Director

March 14, 2025 By:

/s/William A.

Wever II, Director

March 14, 2025 By:

Wiele, Director

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