26 unchanged sentences
Rehmann has issued an unqualified audit opinion on our 2024
+Added: Ta ble of Contents
consolidated financial statements and an unqualified opinion on the effectiveness of our internal controls as of December 31, 2024, as a result of the integrated audit.
4 unchanged sentences
March 12, 2025
+Added: /s/ William M.
Chief Financial Officer
3 unchanged sentences
Securities Trading Plans of Executive Officers
−Removed: None of our directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” during the fourth quarter of 2023.
+Added: During the fiscal quarter ended December 31, 2024, none of the Corporation’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement, or a non-Rule 10b5-1 trading arrangement, in each case as defined in Item 408 of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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Directors, Executive Officers and Corporate Governance.
5 unchanged sentences
Secretary, Isabella Bank Corporation, 401 North Main Street, Mount Pleasant, Michigan 48858.
+Added: We have an insider trading policy governing the purchase, sale and other disposition of the Corporation’s common stock that applies to the Corporation’s directors, executive officers and specifically designated individuals of the Corporation and the Bank as determined from time to time by the Corporation’s Board of Directors.
+Added: We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations.
+Added: A copy of the Corporation’s insider trading policy is filed as Exhibit 19 to this Annual Report on Form 10-K.
Executive Compensation.
−Removed: For information concerning executive compensation, see “Executive Officers” and “Remuneration of Directors” in the Proxy Statement which is incorporated herein by reference.
+Added: For information concerning executive compensation, see “Executive Officers” in the Proxy Statement which is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
21 unchanged sentences
14,733 (4) — (5) — (6)
+Added: Total 116,226
(1) Pursuant to the terms of the Directors Plan, our directors are required to invest at least 25% of their board fees in our common stock.
5 unchanged sentences
The participant is eligible to receive a distribution in the form of shares of our common stock of all of the stock units that are then in his or her account, and any unconverted cash will be converted to and rounded up to whole shares of stock and distributed, as well.
−Removed: The Directors Plan does not allow for cash settlement, and therefore, such share-based payment awards qualify for classification as equity.
+Added: The Directors Plan does not allow for cash settlement, and therefore, such
+Added: Ta ble of Contents
+Added: share-based payment awards qualify for classification as equity.
We may use authorized but unissued shares or purchase shares of common stock on the open market to meet our obligations under the Directors Plan.
2 unchanged sentences
Currently, the eligible employees are Isabella Bank's CEO, President, and CFO.
−Removed: The RSP authorizes the issuance of unvested restricted stock to an eligible employee with a maximum award ranging from 25%
−Removed: to 40% of the employee’s annual salary, on a calendar year basis.
+Added: The RSP authorizes the issuance of unvested restricted stock to an eligible employee with a maximum award ranging from 25% to 40% of the employee’s annual salary, on a calendar year basis.
The employee must also satisfy the annual performance targets and measures established by the Board of Directors.
3 unchanged sentences
The Rabbi Trust holds 142,535 shares for the benefit of participants pursuant to the Directors Plan.
−Removed: Accordingly, such shares are not included in the number of securities issuable in column (A).
(4) This amount includes shares subject to outstanding stock awards at the maximum amount of shares issuable under such awards.
7 unchanged sentences
Principal Accountant Fees and Services.
−Removed: For information concerning our principal accountant fees and services see “Fees for Professional Services Provided by Rehmann Robson LLC” and “Pre-approval Policies and Procedures” in our Proxy Statement which is incorporated herein by reference.
+Added: For information concerning our principal accountant fees and services see “Fees for Professional Services Provided by Rehmann” and “Pre-Approval Policies and Procedures” in our Proxy Statement which is incorporated herein by reference.
+Added: Ta ble of Contents
Exhibit and Financial Statement Schedules.
3 unchanged sentences
Consolidated Balance Sheets
−Removed: Consolidated Statements of Changes in Shareholders’ Equity
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income (Loss)
+Added: Consolidated Statements of Changes in Shareholders’ Equity
Consolidated Statements of Cash Flows
16 unchanged sentences
Isabella Bank Corporation and Related Companies Deferred Compensation Plan for Directors* (8)
−Removed: Isabella Bank Corporation Split Dollar Plan* (12)
Isabella Bank Corporation Retirement Bonus Plan* (11)
−Removed: Isabella Bank Corporation Supplemental Executive Retirement Plan* (13)
−Removed: Amendment to the Isabella Bank Corporation Supplemental Executive Retirement Plan* (14)
+Added: Isabella Bank Corporation Split Dollar Plan* (12)
+Added: Isabella Bank Corporation Supplemental Executive Retirem ent Plan* (13)
Isabella Bank Corporation Restricted Stock Plan* (1 3 )
−Removed: Amendment to the Isabella Bank Corporation Restricted Stock Plan* (17)
Isabella Bank Corporation Executive Cash Incentive Plan* (1 3 )
+Added: Isabella Bank Corporation Executive Clawback Polic y* (13)
Form of Subordinated Note Purchase Agreement, dated as of June 2, 2021, by and among the Corporation and the several Purchasers ( 14 )
Form of Registration Rights Agreement, dated as of June 2, 2021, by and among the Corporation and the several Purchasers (1 4 )
+Added: Isabella Bank Corporation Directors and Executive Officers Operating Policy on Trading in ISBA Common Stock
Subsidiaries of the Registrant
3 unchanged sentences
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
+Added: Ta ble of Contents
101.INS XBRL Interactive Data File**
20 unchanged sentences
(13) Previously filed as an Exhibit to Isabella Bank Corporation Form 8-K, filed April 1, 2024, and incorporated herein by reference.
−Removed: (14) Previously filed as an Exhibit to Isabella Bank Corporation Form 8-K, filed February 12, 2019, and incorporated herein by reference.
(14) Previously filed as an Exhibit to Isabella Bank Corporation Form 8-K, filed June 2, 2021, and incorporated herein by reference.
−Removed: (16) Previously filed as an Exhibit to Isabella Bank Corporation Form 8-K, filed June 2, 2021, and incorporated herein by reference.
−Removed: (17) Previously filed as an Exhibit to Isabella Bank Corporation Form 10-K, filed March 15, 2022, and incorporated herein by reference.
Form 10-K Summary.
Not applicable.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
15 unchanged sentences
Gill Controller March 12, 2025
−Removed: /s/ Thomas L.
−Removed: Kleinhardt Director March 7, 2024
−Removed: McDonnell Chief Financial Officer (Principal Financial Officer), Isabella Bank President, and Director March 7, 2024
+Added: McDonnell Isabella Bank President and Director March 12, 2025
Opperman Director March 12, 2025
1 unchanged sentence
Rupp Director March 12, 2025
+Added: Sackett Director March 12, 2025
+Added: /s/ William M.
+Added: Schaefer Chief Financial Officer (Principal Financial Officer) March 12, 2025
/s/ Jerome E.
2 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.