What changed in this filing

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Item 1A. Risk Factors

2026-03-05 compared with 2025-03-17 · 107 added, 81 removed, 291 unchanged (39% of the section changed)

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Risks Relating to Our Business and Market

Because We Primarily Serve Central, West Central Missouri, and Eastern Kansas, a Decline in the Local Economic Conditions Could Lower the Company's Profitability.

The profitability of the Company is dependent on the profitability of the Bank, which operates out of central and west-central Missouri, and extends into eastern Kansas as part of the Kansas City metro.

The financial condition of the Bank is affected by slowing or recessionary economic conditions and business activity prevailing in the portions of Missouri and Kansas in which its operations are located.

Although our customers' business and financial interests may extend well beyond our market areas, the financial conditions of both the Company and the Bank would be adversely affected by deterioration in the general economic and real estate climate in Missouri and Kansas.

Because we primarily serve Central and West Central Missouri, as well as the Kansas City MSA, a decline in the local economic conditions could lower the Company's profitability.

The profitability of the Company is dependent on the profitability of the Bank, which operates out of central and west-central Missouri and extends into the Kansas City MSA.

The financial condition of the Bank is affected by slowing or recessionary economic conditions and business activity prevailing in the portion of Missouri in which its operations are located.

An increase in unemployment, a decrease in profitability of regional businesses or real estate values, or an increase in interest rates are among the factors that could weaken the local economy.

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Fluctuations in interest rates will ultimately affect both the level of income and expense recorded on a large portion of the Bank's assets and liabilities, and the fair value of all interest-earning assets, other than interest-earning assets that mature in the short term.

In the fourth quarter of 2023, the Company repositioned its balance sheet by selling $83.7 million in book value of investment securities for an after-tax realized loss of $9.1 million.

The Bank's interest rate

management strategy is designed to stabilize net interest income and preserve capital over a broad range of interest rate movements by matching the interest rate sensitivity of assets and liabilities.

The Bank's interest rate management strategy is designed to stabilize net interest income and preserve capital over a broad range of interest rate movements by matching the interest rate sensitivity of assets and liabilities.

Although the Company believes that the Bank's current mix of loans, mortgage-backed securities, investment securities and deposits is reasonable, significant fluctuations in interest rates may have a negative effect on the profitability of the Bank.

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In order to successfully manage credit risk, we must, among other things, maintain disciplined and prudent underwriting standards and ensure that our loan officers follow those standards.

The weakening of these standards for any reason, such as an attempt to attract higher yielding loans, a lack of discipline or diligence by our employees in underwriting and monitoring loans, the inability of our employees to adequately adapt policies and procedures to address changes in economic or other conditions affecting borrowers (such as the current recessionary environment and higher interest rates) and the quality of our loan portfolio, may result in loan defaults, foreclosures and additional charge-offs and may necessitate that we significantly increase our allowance for credit losses, each of which could adversely affect our net income.

The weakening of these standards for any reason, such as an attempt to attract higher yielding loans, a lack of discipline or diligence by our employees in underwriting and monitoring loans, the inability of our employees to adequately adapt policies and procedures to address changes in economic or other conditions affecting borrowers (such as the current inflationary environment and elevated interest rates) and the quality of our loan portfolio, may result in loan defaults, foreclosures and additional charge-offs and may necessitate that we significantly increase our allowance for credit losses, each of which could adversely affect our net income.

As a result, our inability to successfully manage credit risk could have a material adverse effect on our business, financial condition or results of operations.

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The Bank attempts to minimize its credit risk through loan diversification.

Although the Bank's loan portfolio is varied, with no undue concentration in any one industry, substantially all of the loans in the portfolio have been made to borrowers in central, west central, and southwest Missouri, and eastern Kansas as part of the Kansas City metro.

Therefore, the loan portfolio is susceptible to factors affecting the central, west central, and southwest Missouri, and eastern Kansas and the level of non-performing assets is heavily dependent upon local conditions.

Therefore, the loan portfolio is susceptible to factors affecting the central, west central, and southwest Missouri area, as well as the Kansas City MSA, and the level of non-performing assets is heavily dependent upon local conditions.

There can be no assurance that the level of the Bank's non-performing assets will not increase above current levels.

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economy and the markets in which we operate could adversely impact the Company's business.

Unfavorable or uncertain economic and market conditions, including slowing or recessionary economic conditions, reduced availability of commercial credit, and increasing unemployment may negatively impact the credit performance of commercial and consumer credit, resulting in additional write-downs.

Concerns over the stability of the financial markets and the economy have resulted in decreased lending by financial institutions to their customers and to each other.

This market turmoil and tightening of credit has led to increased commercial and consumer deficiencies, lack of customer confidence, increased market volatility and widespread reduction in general business

Unfavorable or uncertain economic and market conditions, including slowing or recessionary economic conditions, reduced availability of commercial credit, rising inflation, and increasing unemployment may negatively impact the credit performance of commercial and consumer credit, resulting in additional write-downs.

Concerns over the stability of the financial markets and the economy may result in decreased lending by financial institutions to their customers and to each other.

Market turmoil may lead to increased commercial and consumer deficiencies, lack of customer confidence, increased market volatility and widespread reduction in general business activity.

Competition among depository institutions for deposits has increased significantly.

Financial institutions have experienced decreased access to deposits or borrowings.

Financial institutions may experience decreased access to deposits or borrowings due to unfavorable or uncertain economic and market conditions.

Emerging financial technologies such as digital assets, stablecoins, and distributed ledger systems may reduce the demand for traditional banking services and create new competitive pressures that adversely affect our business.

The rapid development and increasing regulatory acceptance of financial technologies such as digital assets (including cryptocurrencies and tokenized money), stablecoins and distributed ledger technologies ("DLT") could materially alter the

financial services sector.

These technologies enable near-instantaneous value transfer, programmable money and peer-to-peer settlement mechanisms, many of which may operate outside the traditional banking system.

Large technology companies, fintech platforms and digital asset service providers are increasingly offering products that compete with core banking functions, such as payments, custody, lending and liquidity management.

Many of the providers of these emerging financial technology providers are not subject to the same regulatory or capital constraints as depository institutions.

The adoption of digital financial infrastructure by governments or central banks, such as central bank digital currencies ("CBDCs"), or by major corporate platforms could accelerate these shifts.

Our ability to compete with larger institutions or well-capitalized technology entrants in developing or integrating emerging financial technologies is limited by our size, risk profile and depository institution regulatory obligations.

A failure to adapt to or participate in these emerging ecosystems—either directly or through strategic partnerships—could erode the Bank’s traditional banking functions, reduce the Bank’s share of customer deposits and fee income, and adversely affect the Company’s long-term growth prospects and financial condition.

Recent federal legislation, including the GENIUS Act enacted in July 2025, established new regulatory requirements for payment stablecoins issued by banking organizations and their subsidiaries.

Compliance with these requirements involves maintaining adequate asset reserves, extensive reporting obligations, independent audits and increased supervisory oversight.

The Company’s potential involvement in issuing or supporting payment stablecoins could expose us to regulatory compliance risks, increased operational costs and evolving legal uncertainties.

Additionally, rapid changes in digital asset regulation or adverse regulatory interpretations could adversely affect our business strategies and prospects in this emerging market, which could materially impact our financial condition and results of operations.

Smaller commercial borrowers may have fewer financial resources, which may impair their ability to repay loans.

We provide lending to many small- to medium-sized customers, which frequently have fewer financial resources than larger entities (in terms of capital or borrowing capacity).

We provide lending to many small- and medium-sized businesses, which generally have fewer financial resources than larger entities (in terms of capital or borrowing capacity).

Accordingly, these businesses may be more vulnerable to economic downturns, often need substantial additional capital to expand or compete, and may experience substantial volatility in operating results, any of which may impair the borrower's ability to repay a loan.

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We have exposure to many different industries and counterparties, and we routinely execute transactions with counterparties in the financial industry, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds, and other institutional clients.

As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions.

As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, could lead to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions.

Many of these transactions expose us to credit risk in the event of default of a counterparty or client.

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There is no assurance that any such losses would not materially and adversely affect the Company's results of operations.

Bank failures, such as the failures of Silicon Valley Bank, Signature Bank and First Republic Bank in 2023, may cause a degree of panic and uncertainty in the investor community and among bank customers generally.

Bank failures may also reduce customer confidence, affect sources of funding and liquidity, increase regulatory requirements and costs, adversely affect financial markets or have a negative reputational ramification for the banking industry, including the Company.

The Company will monitor events concerning any future potential bank failures and volatility within the banking industry generally, together with any responsive measures taken by the banking regulators to mitigate or manage potential turmoil in the banking industry.

The bank failures of Silicon Valley Bank and First Republic Bank in California and Signature Bank in New York during 2023 caused a degree of panic and uncertainty in the investor community and among bank customers generally.

Any future bank failures may reduce customer confidence, affect sources of funding and liquidity, increase regulatory requirements and costs, adversely affect financial markets and/or have a negative reputational ramification for the banking industry, including the Company.

Liquidity risk could impair our ability to fund operations and meet our obligations as they become due, and failure to maintain sufficient liquidity could materially adversely affect our growth, business, profitability and financial condition.

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We require sufficient liquidity to fund asset growth, meet customer loan requests, customer deposit maturities and withdrawals, payments on our debt obligations as they become due and other cash commitments under both normal operating conditions and other unpredictable circumstances, including events causing industry or general financial market stress.

Liquidity risk can increase due to a number of factors, including an over-reliance on a particular source of funding or market-wide phenomena such as market dislocation and major disasters.

Liquidity risk can increase due to a number of factors, including an over-reliance on a particular source of

funding or market-wide phenomena such as market dislocation and major disasters.

Factors that could detrimentally impact access to liquidity sources include, but are not limited to, a decrease in the level of our business activity as a result of a slowdown in our market, adverse regulatory actions against us, or changes in the liquidity needs of our depositors.

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Any substantial, unexpected, and/or prolonged change in the level or cost of liquidity could impair our ability to fund operations and meet our obligations as they become due and could have a material adverse effect on our business, financial condition and results of operations.

We rely on customer deposits, including brokered deposits, and to a lesser extent on advances from the FHLB and federal funds purchased to fund our operations.

Although we have historically been able to replace customer deposit withdrawals, maturing deposits, and advances if desired, we may not be able to replace such funds in the future if our

financial condition, the financial condition of the FHLB or market conditions were to change.

We rely on customer deposits, including brokered deposits, and to a lesser extent on advances from the Federal Home Loan Bank ("FHLB") and federal funds purchased to fund our operations.

Although we have historically been able to replace customer deposit withdrawals, maturing deposits, and advances if desired, we may not be able to replace such funds in the future if our financial condition, the financial condition of the FHLB or market conditions were to change.

FHLB borrowings and other current sources of liquidity may not be available or, if available, sufficient to provide adequate funding for operations.

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The FDIC's changes in the calculation of deposit insurance premiums and ability to levy special assessments could increase the Company's non-interest expense and may reduce its profitability.

The range of base assessment rates historically varies from 12 to 45 basis points depending on an institution's risk category, with newly added financial measures resulting in increased assessment rates for institutions heavily relying on brokered deposits to support rapid asset growth.

However, the Dodd-Frank Act requires the FDIC to amend its regulations to redefine the assessment base used for calculating deposit insurance assessments.

On February 9, 2011, the FDIC adopted a final rule that defines the assessment base as the average consolidated total assets during the assessment period minus the average tangible equity of the insured depository institution during the assessment period.

The FDIC also imposed a new assessment rate scale (which was revised further in 2016).

Under the new system, banks will generally pay assessments at a rate between 2.5 and 32 basis points per assets minus tangible equity, depending upon an institution's risk category (the final rule also includes progressively lower assessment rate schedules when the FDIC's reserve ratio reaches certain levels).

The rulemaking changes the current assessment rate schedule so the schedule will result in the collection of assessment revenue that is approximately the same as generated under the current rate schedule and current assessment base.

Nearly all banks with assets less than $10 billion will pay smaller deposit insurance assessments as a result of the new rule.

The majority of the changes in the FDIC's final rule became effective on April 1, 2011.

Our deposits are insured up to applicable limits by the DIF and are subject to deposit insurance assessments to maintain deposit insurance.

As an FDIC-insured institution, we are required to pay quarterly deposit insurance premium assessments to the FDIC.

Growth in insured deposits at FDIC-insured financial institutions in recent years caused the ratio of the DIF to total insured deposits to fall below the current statutory minimum, and the FDIC has approved an increase in the base assessment rates to increase the likelihood that the reserve ratio of the DIF reaches the statutory minimum level by the statutory deadline.

The FDIC has the statutory authority to impose special assessments on insured depository institutions in an amount, and for such purposes, as the FDIC may deem necessary.

The FDIC issued a final rule in November 2023 to implement a special assessment to recover the significant losses incurred by the FDIC in connection with the 2023 bank failures (Silicon Valley Bank in California, Signature Bank in New York and First Republic Bank in California), but that special assessment did not apply to the Bank.

The FDIC issued a final rule in November 2023 to implement a special assessment to recover the significant losses incurred by the FDIC in connection with the 2023 bank failures, but that special assessment did not apply to the Bank.

Although we cannot predict what the insurance assessment rates will be in the future, either a deterioration in our risk-based capital ratios or further adjustments to the base assessment rates could have a material adverse impact on our business, financial condition, results of operations and cash flows.

The change in the calculation methodology for deposit insurance premiums and the possible emergency special assessments could increase non-interest expense and may adversely affect the Company's profitability.

We May Elect or Be Compelled To Seek Additional Capital In The Future, But That Capital May Not Be Available When Needed.

We may elect or be compelled to seek additional capital in the future, but that capital may not be available when it is needed.

We are required by regulatory authorities to maintain adequate levels of capital to support operations.

In addition, we may elect to raise additional capital to support the growth of the Company's business or to finance acquisitions, if any, or we may elect to raise additional capital for other reasons.

In that regard, a number of financial institutions have recently raised considerable amounts of capital as a result of a deterioration in their results of operations and financial condition arising from the turmoil in the mortgage loan market, deteriorating economic conditions, declines in real estate values and other factors.

In addition, we may elect to raise additional capital to support the growth of the Company's business or to finance acquisitions, if any, or we may elect

to raise additional capital for other reasons.

Should we elect or be required by regulatory authorities to raise additional capital, we may seek to do so through the issuance of, among other things, common stock or securities convertible into common stock, which could dilute your ownership interest in the Company.

Although we remain "well-capitalized" and have not had a deterioration in liquidity, the future cost and availability of capital may be adversely affected by illiquid credit markets, economic conditions and a number of other factors, many of which are outside of the Company's control.

Although we remain "well-capitalized", the future cost and availability of capital may be adversely affected by illiquid credit markets, economic conditions and a number of other factors, many of which are outside of the Company's control.

Accordingly, we cannot assure you of the ability to raise additional capital if needed or on terms acceptable to us.

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• insurance companies;

• money market mutual funds

• mutual funds (such as corporate and government securities funds)

• mutual funds, including money market mutual funds and corporate and government securities funds.

Many of these competitors have greater financial resources and name recognition, more locations, more advanced technology and more financial products to offer than the Bank.

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In addition, the Gramm-Leach-Bliley Act removes many of the remaining restrictions in federal banking law against cross-ownership between banks and other financial institutions, such as insurance companies and securities firms.

The law will likely increase the number and financial strength of companies that compete directly with the Bank.

The law will likely further increase the number and financial strength of companies that compete directly with the Bank.

In addition, competition from emerging financial technology companies, including crypto currencies, stable coins and other digital assets, may also increase if current adoption and usage trends continue.

The profitability of the Bank depends on its continued ability to attract new customers and compete in its service areas.

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If the Bank is unable to successfully compete, its financial condition and results of operations will be adversely affected.

We face strong competition from financial service companies and other companies that offer banking and wealth management services, which could adversely affect our business.

Many competitors offer the same, or a wider variety of, banking and wealth management services within the Company’s market areas.

These competitors include national banks, regional banks and other community banks.

The Company also faces

competition from many other types of financial institutions, including savings and loan institutions, finance companies, brokerage firms, insurance companies, credit unions, mortgage banks and online lenders, and other financial intermediaries.

In addition, a number of out-of-state financial intermediaries have entered the Company’s primary market areas.

Also, as discussed above, technology and other changes have lowered barriers to entry and made it possible for non-banks, or financial technology companies, to offer products and services traditionally provided by banks.

We may not be able to compete successfully against current and future competitors.

If we are unable to attract and retain banking and wealth management customers, we may be unable to grow our loan and deposit portfolios or our wealth management commissions, which could adversely affect our business, results of operations and financial condition.

Our wealth management fees may decrease as a result of poor investment performance, in either relative or absolute terms, which could decrease our revenues and net earnings.

The Company’s wealth management business derives a significant amount of its revenues from investment management fees based on assets under management.

The Company’s ability to maintain or increase assets under management is subject to a number of factors, including investors’ perception of the Company’s past performance, in either relative or absolute terms, general market and economic conditions, and competition from other investment management firms or substitutes.

A decline in the fair value of the assets under management would decrease the Company’s trust and wealth management fee income.

Investment performance is one of the most important factors in retaining existing clients and competing for new wealth management clients.

Poor investment performance could reduce the Company’s revenues and impede the growth of the Company’s wealth management business.

For example, existing clients may withdraw funds from the Company’s wealth management business in favor of better performing products or firms;

asset-based management fees could decline from a decrease in assets under management;

the Company’s ability to attract funds from existing and new clients might diminish;

and the Company’s portfolio managers may depart, to join a competitor or otherwise.

Even when market conditions are generally favorable, the Company’s investment performance may be adversely affected by the investment style of its portfolio managers and the particular investments that they make or recommend.

Ultimately, the Company may not be able to compete successfully against current and future competitors.

If the Company is unable to attract and retain banking and wealth management customers, it may be unable to grow its loan and deposit portfolios or its wealth management commissions, which could adversely affect its business, results of operations and financial condition.

We may experience difficulties in managing growth and in effectively integrating newly acquired companies.

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However, employee error or employee and customer misconduct could subject us to financial losses or regulatory sanctions and seriously harm our reputation.

Misconduct by our employees could include hiding unauthorized activities from us, improper or unauthorized activities on behalf of our clients or improper use of confidential information.

Misconduct by our employees could

include hiding unauthorized activities from us, improper or unauthorized activities on behalf of our clients or improper use of confidential information.

It is not always possible to prevent employee error or misconduct, and the precautions we take to prevent and detect this activity may not be effective in all cases.

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If our reputation is negatively affected, by the actions of our employees or otherwise, our business and, therefore, our operating results could be materially adversely affected.

The Actual or Perceived Occurrence of Fraudulent Activity, Breaches or Failures of our Information Security Controls, or Cybersecurity Related Incidents Could Damage Our Reputation, Disrupt Our Business, Increase our Costs and Cause Losses.

Fraudulent activity could damage our reputation, disrupt our business, increase our costs and cause losses.

Financial institutions are inherently exposed to operational risk in the form of theft and other fraudulent activity by employees, clients and other third parties targeting us and our customers or data.

Such activity may take many forms, including check fraud, electronic fraud, wire fraud, phishing, social engineering, and other dishonest acts.

Information security breaches and cybersecurity-related incidents may include fraudulent or unauthorized access to systems used by us, our customers or third-party vendors, denial or degradation of service attacks, and malware or other cyber attacks.

Although the Company devotes substantial resources to maintaining effective policies and internal controls to identify and prevent such incidents, given the increasing sophistication of possible perpetrators, the Company or the Bank may experience financial losses or reputational harm as a result of fraud.

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The Company's success largely depends on the efforts of its executive officers .

The success of the Company and the Bank has been largely dependent on the efforts of Brent M.

Giles, CEO and Director, Gregg Bexten, President and Director, and the other executive officers.

The success of the Company and the Bank has been largely dependent on the efforts of a limited number of executive officers and key employees.

These individuals are expected to continue to perform their services.

However, the loss of the services of Mr.

Bexten, or any of the other key executive officers could have a materially adverse effect on the Company and the Bank.

However, the loss of the services of any of these individuals could have a materially adverse effect on the Company and the Bank.

If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud, and, as a result, investors and depositors could lose confidence in our financial reporting, which could adversely affect our business, the trading price of our stock, and our ability to attract additional deposits .

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Severe weather, natural disasters, pandemics, and other external events could significantly impact our business.

Severe weather, including tornadoes, droughts, hailstorms and other natural disasters, pandemics, or public health emergencies such as the outbreak of COVID-19, acts of war or terrorism and other adverse external events could

have a significant impact on our ability to conduct business.

Severe weather, including tornadoes, droughts, hailstorms and other natural disasters, pandemics, such as the outbreak of COVID-19, acts of war or terrorism and other adverse external events could have a significant impact on our ability to conduct business.

Such events could affect the stability of our deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in loss of revenue or cause us to incur additional expenses.

Operations in our markets could be disrupted by both the evacuation of large portions of the population as well as damage or lack of access to our banking and operation facilities.

Military and political conflicts, including the current military conflict between Russia and Ukraine, may increase volatility in commodity and energy prices, create supply chain issues and cause instability in financial markets, which may adversely affect us and our clients.

Other severe weather or natural disasters, pandemics, acts of war or terrorism or other adverse external events may occur in the future.

Geopolitical relations and events, including international trade relations and global military conflicts, may increase volatility in commodity and energy prices, create supply chain issues and cause instability in financial markets, which may adversely affect us and our clients.

Although management has established business continuity plans and procedures, the occurrence of any such events could have a material adverse effect on our business, financial condition and results of operations.

Climate change and responses to climate change may adversely impact our business, financial condition and results of operations.

Concerns over the long-term impacts of climate change have led and will continue to lead to governmental efforts to mitigate those impacts.

Concerns over the long-term impacts of climate change have led and may continue to lead to governmental efforts to mitigate those impacts.

Consumers and businesses are also changing their behavior and business preferences as a result of these concerns.

New governmental regulations or guidance relating to climate change, as well as changes in consumers’ and businesses’ behaviors and business preferences, may cause us and our customers to experience cost increases, asset value reductions, operating process changes and delays in completion of projects.

New governmental regulations or guidance relating to climate change, as well as changes in consumers' and businesses' behaviors

and business preferences, may cause us and our customers to experience cost increases, asset value reductions, operating process changes and delays in completion of projects.

To the extent that climate change and responses to climate change negatively impact the businesses and financial condition of our customers, the credit risk associated with loans and other credit exposures to those customers may increase.

In addition, weather events related to climate change could adversely affect our business and the businesses of our customers.

Public Health Threats or Outbreaks of Communicable Diseases May Adversely Affect the Company's Operations and Financial Results.

The Company and the Bank may face risks related to public health threats or outbreaks of communicable diseases.

A widespread healthcare crisis, such as an outbreak of a communicable disease could adversely affect the global economy and the Company's financial performance.

For example, the COVID-19 pandemic destabilized the financial markets in which the Bank operates, and the effects of the pandemic continue to cause disruption in the global economies and financial markets, including the Bank's local markets.

The Company and the Bank are dependent upon the willingness and ability of the Bank's customers to conduct banking and other financial transactions, which could be limited in the event of a disease outbreak or pandemic.

Risks Relating to Our Regulatory Environment

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Banks and bank holding companies such as the Company are subject to regulation by both federal and state bank regulatory agencies.

The regulations, which are designed to protect borrowers and promote certain social policies, include limitations on the operations of banks and bank holding companies, such as minimum capital requirements and restrictions on dividend payments.

The regulations, which are designed to protect bank customers and promote certain social policies, include limitations on the operations of banks and bank holding companies, such as minimum capital requirements and restrictions on dividend payments.

The regulatory authorities have extensive discretion in connection with their supervision and enforcement activities and their examination policies, including the imposition of restrictions on the operation of a bank, the classification of assets by an institution and requiring an increase in a bank's allowance for credit losses.

These regulations are not necessarily designed to maximize the profitability of banking institutions.

Future changes in the banking laws and regulations and tax and accounting rules applicable to financial institutions could have a material adverse effect on the operations and financial condition of the Company and the Bank.

As a financial holding company, we are subject to extensive regulation and supervision and undergo periodic examinations by our regulators, who have extensive discretion and authority to prevent or remedy unsafe or unsound practices or violations of law by banks and financial holding companies.

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Current or proposed regulatory or legislative changes to laws applicable to the financial industry may impact the profitability of our business activities and may change certain of our business practices, including our ability to offer new products, obtain financing, attract deposits, make loans and achieve satisfactory interest spreads, and could expose us to additional costs, including increased compliance costs.

In addition, political developments, including the possible implementation of policies proposed by the new presidential administration, including tariffs, mass deportations and tax or financial regulations or the appointment of new personnel in regulatory agencies, add uncertainty to the implementation, scope and timing of regulatory reforms.

In addition, political developments, including the possible implementation of policies proposed by the current presidential administration, including tariffs, mass deportations and tax or financial regulations or the appointment of new personnel in regulatory agencies, add uncertainty to the implementation, scope and timing of regulatory reforms.

These changes may also require us to invest significant management attention and resources to make any necessary changes to operations in order to comply and could therefore materially and adversely affect our business, financial condition and results of operations.

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In the event of bankruptcy of the bank holding company, claims based upon any commitments to fund capital injections are entitled to a priority of payment over claims made by general unsecured creditors, including holders of indebtedness.

Thus, any borrowing incurred by the Company to make required capital injections to the Bank are difficult and expensive, and will adversely impact our financial condition, results of operations and future prospects.

The Short-Term and Long-Term Impact of any Change to Regulatory Capital Requirementsis Uncertain.

Thus, any borrowings incurred by the Company to make required capital injections to the Bank are difficult and expensive, and will adversely impact our financial condition, results of operations and future prospects.

The short-term and long-term impact of the changing regulatory capital requirements and new capital rules is uncertain .

The Company and the Bank are subject to various regulatory capital requirements.

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The application of more stringent capital requirements to us and the Bank could, among other things, result in lower returns on invested capital, require the raising of additional capital, and result in regulatory actions if we were to be unable to comply with such requirements.

Implementation of changes to asset risk weightings for risk based capital calculations, items included or deducted in calculating regulatory capital and/or additional capital conservation buffers could result in management modifying its business strategy and could further limit the Company's ability to make distributions, including paying out dividends or buying back shares.

Higher FDIC Deposit Insurance Premiums and Assessments Could Adversely Affect our Financial Condition .

Our deposits are insured up to applicable limits by the DIF and are subject to deposit insurance assessments to maintain deposit insurance.

As an FDIC-insured institution, we are required to pay quarterly deposit insurance premium assessments to the FDIC.

Implementation of changes to asset risk weightings for risk-based capital calculations, items

included or deducted in calculating regulatory capital and/or additional capital conservation buffers could result in management modifying its business strategy and could further limit the Company's ability to make distributions, including paying out dividends or buying back shares.

Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, Real Estate Settlement Procedures Act, Truth-in-Lending Act, Community Reinvestment Act, Fair Lending Laws or other laws and regulations could result in fines or sanctions and curtail expansion opportunities .

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Government imposed and will continue to expand laws and regulations relating to residential and consumer lending activities that create significant new compliance burdens and financial risks.

Regulations Relating to Privacy, Cybersecurity, Information Security and Data Protection Could Increase Our Costs, Affect or Limit How We Collect and Use Personal Information and Adversely Affect Our Business Opportunities.

Regulations relating to privacy, information security and data protection could increase our costs, affect or limit how we collect and use personal information and adversely affect our business opportunities.

We are subject to various privacy, information security and data protection laws, including requirements concerning security breach notification, and we could be negatively impacted by these laws.

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(ii) requires that we provide certain disclosures to clients about our information collection, sharing and security practices and afford clients the right to "opt out" of any information sharing by us with non-affiliated third parties (with certain exceptions);

and (iii) requires that we

develop, implement and maintain a written comprehensive information security program containing safeguards that are appropriate based on our size and complexity, the nature and scope of our activities and the sensitivity of client information we process, as well as plans for responding to data security breaches.

and (iii) requires that we develop, implement and maintain a written comprehensive information security program containing safeguards that are appropriate based on our size and complexity, the nature and scope of our activities and the sensitivity of client information we process, as well as plans for responding to data security breaches.

Many state and federal banking regulators, states and foreign countries have also enacted data security breach notification requirements with varying levels of individual, consumer, regulatory or law enforcement notifications in certain circumstances in the event of a security breach.

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Department of Justice and other federal agencies are responsible for enforcing these laws and regulations.

A successful regulatory challenge to an institution’s performance under the Community Reinvestment Act or fair lending laws and regulations could result in a wide variety of sanctions, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions activity, restrictions on expansion and restrictions on entering new business lines.

A successful regulatory challenge to an institution's performance under the Community Reinvestment Act or fair lending laws and regulations could result in a wide variety of sanctions, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions activity,

restrictions on expansion and restrictions on entering new business lines.

Private parties may also have the ability to challenge an institution's performance under fair lending laws in private class action litigation.

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Furthermore, we have access to large amounts of confidential financial information and control substantial financial assets, including those belonging to our customers, to whom we offer remote access, and we regularly transfer substantial financial assets by electronic means.

Our operations are dependent upon our ability to protect our computer equipment against damage from physical theft, fire, power loss, telecommunications failure or a similar catastrophic event,

as well as from security breaches, denial of service attacks, viruses, worms and other disruptive problems caused by hackers.

Our operations are dependent upon our ability to protect our computer equipment against damage from physical theft, fire, power loss, telecommunications failure or a similar catastrophic event, as well as from security breaches, denial of service attacks, viruses, worms and other disruptive problems caused by hackers.

Any failure, interruption or breach in security of our systems could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our financial condition and results of operations.

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We are exposed to the risk of cyber-attacks in the normal course of business, which can result from deliberate attacks or unintentional events.

We have observed an increased level of attention in the industry focused on cyber-attacks that include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption.

We have observed an increased level of attention in the industry focused on cyber-attacks that include, but are not limited

to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption.

Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as by causing denial-of-service attacks on websites.

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and reputational damage adversely affecting customer or investor confidence.

We Continually Encounter Technological Change, and We Cannot Predict How Changes in Technology May Affect Our Business.

We continually encounter technological change, and we cannot predict how changes in technology will affect our business.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology driven by products and services, which include developments in:

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• data processing;

• automation;

• internet-based banking;

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Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on our business and, in turn, our financial condition and results of operations.

The development and use of artificial intelligence presents risks and challenges that may adversely impact our business.

The Company or its third-party (or fourth party) vendors, clients or counterparties may develop or incorporate artificial intelligence ("AI") technology in certain business processes, services, or products.

The development and use of AI presents risks and challenges to the Company’s business.

The legal and regulatory environment relating to AI is uncertain and rapidly evolving, both in the U.S.

and internationally, and includes regulatory schemes targeted specifically at AI as well as provisions in intellectual property, privacy, consumer protection, employment, and other laws applicable to the use of AI.

These evolving laws and regulations could require changes in the Company’s implementation of AI technology and increase the Company’s compliance costs and the risk of non-compliance.

AI models, particularly generative AI models, may produce output or take action that is incorrect, that reflects biases included in the data on which they are trained, that results in the release of private, confidential, or proprietary information, that infringes on the intellectual property rights of others, or that is otherwise harmful.

In addition, the complexity of many AI models makes it difficult to understand why they are generating particular outputs.

This limited transparency increases the challenges associated with assessing the proper operation of AI models, understanding and monitoring the capabilities of the AI models, reducing erroneous output, eliminating bias, and complying with regulations that require documentation or explanation of the basis on which decisions are made.

Further, the Company may rely on AI models developed by third parties, and, to that extent, would be dependent in part on the manner in which those third parties develop and train their models, including risks arising from the inclusion of any unauthorized material in the training data for their models and the effectiveness of the steps these third parties have taken to limit the risks associated with the output of their models, matters over which the Company may have limited visibility.

Any of these risks could expose the Company to liability or adverse legal or regulatory consequences and harm the Company’s reputation and the public perception of its business or the effectiveness of its security measures.

We rely on others to provide key components of our business infrastructure .

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If a service interruption were to continue for a significant period of time, our business, financial condition and results of operations could be adversely affected, perhaps materially.

Replacing these third party vendors could also entail significant delay and additional expense.

Replacing these third-party vendors could also entail significant delay and additional expenses.

Risks Related to Our Common Stock

The Price of Our Common Stock Could Fluctuate Significantly, Which Could Make it Difficult for You to Resell Shares of Our Common Stock at Times or at Prices You Find Attractive .

The price of our common stock could fluctuate significantly, and this could make it difficult for you to resell shares of our common stock at times or at prices you find attractive .

The stock market and, in particular, the market for financial institution stocks, has experienced significant volatility during the recent changes in economic and industry conditions.

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Our common stock is not a deposit account or other obligation of any bank and is not insured by the FDIC or any other governmental entity.

Additional Factors .

Additional risks and uncertainties that may affect the future results of operations, financial condition or business of the Company and its banking subsidiary include, but are not limited to:

(i) adverse publicity, news coverage by the media, or negative reports by brokerage firms, industry and financial analysts regarding the Bank or the Company;

and (ii) changes in accounting policies and practices.

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 1A. Risk Factors