What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-18 compared with 2025-03-14 · 45 added, 31 removed, 127 unchanged (37% 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).

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.

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, provides only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment 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, notwithstanding substantial progress as a result of the Company’s remediation efforts during 2025 to correct material weaknesses disclosed in the Company’s prior year Annual Report on Form 10-K (“2024 10-K”), 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, 2025, were not effective.

Management’s Report on Internal Control over Financial Reporting

2 unchanged sentences

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements.

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

and (3) provide reasonable assurance regarding prevention or

timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements.

Important features of the Company’s system of internal control over financial reporting include the adoption and implementation of written policies and procedures, careful selection and training of financial management personnel, a continuing management commitment to the integrity of the system and through examinations by an internal audit function that coordinates its activities with the Company’s Independent Registered Public Accounting Firm.

5 unchanged sentences

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, 2025.

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.

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

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.

• Management review and activity-level controls over the period-end financial reporting process and controls to ensure that i) period-end financial statements to be filed are correct, and ii) our independent auditor has completed its procedures prior to the filing of period end financial statements;

• The review, posting, and approval of manual journal entries;

• The identification and disclosure of related party transactions;

• Related to the allowance for credit losses on loans ("ACL"), the design of controls over the framework used to determine the qualitative component of the ACL and the review process to ensure qualitative adjustments are accurately determined and applied;

• Related to property and equipment, the design of controls over the determination of estimated useful lives and the timely identification and recording of dispositions of property and equipment;

• Management lacks sufficient depth and structure in the oversight of the financial reporting function and insufficient staffing levels with specialized technical accounting and internal control expertise to effectively design controls and perform an adequate level of review over the period‑end financial reporting process.

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, 2025, fairly present, in all material respects, the Company's financial condition, results of operations and cash-flows for the periods presented in conformity with U.S.

generally accepted accounting principles.

Attestation Report of the Registered Public Accounting Firm

4 unchanged sentences

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.

Throughout 2025 the Company invested substantial resources in remedial measures to strengthen its financial reporting controls and procedures as a result of the material weaknesses disclosed in its 2024 10-K and those disclosed above.

These include (i) enhancing the design and documentation of key internal controls, (ii) strengthening management review controls, (iii) engagement of third parties with specialized accounting expertise, and (iv) retention of additional managerial resources with accounting and financial reporting experience and expertise.

Management achieved substantial improvements to its financial reporting controls and procedures during 2025 as a result of these changes.

Additionally, the Company’s Governance and Nominating Committee recruited, and the Board of Directors nominated for election to the Board of Directors at the 2026 Annual Meeting of Shareholders, an individual with prior public company auditing experience, including time as a partner with a major national accounting firm.

Ongoing Remediation and Outlook

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

Management remains committed to the full remediation of the identified material weaknesses and will continue to devote significant time, attention, training and resources to these efforts.

Management expects to complete the remediation of these material weaknesses by December 31, 2026.

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.

47 unchanged sentences

(a) 1 Financial Statements Reference

Independent registered public accounting firm's report on the financial statements Page 57-60

Consolidated balance sheets as of December 31, 2024 and 2023 Page 61

Consolidated statements of income for the years ended December 31, 2024, 2023, and 2022 Page 62

Consolidated statements of comprehensive income for the years ended December 31, 2024, 2023, and 2022 Page 63

Consolidated statements of stockholders' equity for the years ended December 31, 2024, 2023, and 2022 Page 64

Consolidated statements of cash flows for the years ended December 31, 2024, 2023, and 2022 Page 65

Independent registered public accounting firm's report on the financial statements Page s 56 -59

Consolidated balance sheets as of December 31, 2025 and 2024

Consolidated statements of income for the years ended December 31, 2025, 2024, and 2023

Consolidated statements of comprehensive income for the years ended December 31, 2025, 2024, and 2023

Consolidated statements of stockholders' equity for the years ended December 31, 2025, 2024, and 2023

Consolidated statements of cash flows for the years ended December 31, 2025, 2024, and 2023

Notes to consolidated financial statements Page 66

4 unchanged sentences

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.

4.1 Description of Registered Securities

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

1 unchanged sentence

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

incorporated by reference from Registrant's Annual Report on Form 10-K (Exhibit 10.3) filed on March 14, 2025 .

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.

10.6 Form of Director Deferred Compensation Plan Agreement is attached on Page 131, incorporated by reference from Registrant's Annual Report on Form 10-K (Exhibit 10.6) filed March 14, 2025.

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.

31.2 Certification under Section 302 of the Sarbanes-Oxley Act of 2002 on Page 155.

32 Certifications under Section 906 of the Sarbanes-Oxley Act of 2002 on Page 156.

19 Insider Trading Policies and Procedures is attached on Page 138, incorporated by reference from Registrant's Annual Report on Form 10-K (Exhibit 19) filed March 14, 2025

21 Subsidiary of the Registrant

23.1 Consent of Independent Registered Public Accounting Firm - Forvis Mazars, LLP

31.1 Certification under Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification under Section 302 of the Sarbanes-Oxley Act of 2002

32 Certifications under Section 906 of the Sarbanes-Oxley Act of 2002

101.INS XBRL Instance Document (1)

16 unchanged sentences

March 18, 2026 By:

Seegmiller, Director, President and Chief Executive Officer Emeritus

March 14, 2025 By:

/s/Michael S.

1 unchanged sentence

March 18, 2026 By:

/s/Kristie L.

Fisher, Director

March 18, 2026 By:

/s/Kirsten H.

6 unchanged sentences

March 18, 2026 By:

/s/Michael D.

Jensen, Director

March 18, 2026 By:

Peck, Director

6 unchanged sentences

March 18, 2026 By:

Slattery, Director

March 18, 2026 By:

Sparks, Director

4 unchanged sentences

Wiele, Director

March 14, 2025 By:

/s/Sheldon E.

Yoder, Director

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