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Item 5. Market for Registrant’s Common Equity

2026-03-13 compared with 2025-03-12 · 51 added, 23 removed, 23 unchanged (76% of the section changed)

2 unchanged sentences

Common Stock and Dividend Information

Our authorized common stock consists of 15,000,000 shares, of which 7,424,893 shares are issued and outstanding as of December 31, 2024.

Our authorized common stock consists of 15,000,000 shares, of which 7,330,036 shares are issued and outstanding as of March 12, 2026.

As of that date, there were 2,431 shareholders of record.

Our common stock is traded in the over-the-counter market.

Our common stock is quoted on the OTCQX market tier of the OTC Markets Group Inc.’s ("OTC Markets") electronic quotation system (www.otcmarkets.com) under the symbol “ISBA”.

Other trades in our common stock occur in privately negotiated transactions from time to time for which we may have little or no information.

We have reviewed the information available as to the range of reported high and low transactions as reported by OTC Markets.

The following table sets forth our compilation of that information for the periods indicated.

Price information obtained from OTC Markets reflects inter-dealer prices, without retail mark up, mark down, or commissions and may not necessarily represent actual transactions.

The following compiled data is provided for information purposes only and should not be viewed as indicative of the actual or market value of our common stock.

Common Shares Sale Price

First Quarter 159,934 $ 18.25 $ 21.74

Second Quarter 141,728 17.75 19.85

Third Quarter 166,932 17.55 22.00

Fourth Quarter 161,772 20.10 26.23

Total 630,366

First Quarter 131,476 $ 22.08 $ 25.10

Second Quarter 123,123 19.13 26.00

Third Quarter 128,216 19.61 23.00

Fourth Quarter 111,755 19.75 22.00

Total 494,570

Beginning with the opening of trading on Monday, May 12, 2025, our shares of common stock were listed for trading on the Nasdaq Capital Market under our current symbol, “ISBA.”

The following table sets forth the cash dividends paid for the quarters indicated:

4 unchanged sentences

Total $ 1.12 $ 1.12

The Board presently intends to continue the payment of regular quarterly cash dividends, subject to the need for those funds for debt service and other purposes.

Payment of dividends on the common stock is subject to determination and declaration by the Board and will depend upon a number of factors, including capital requirements, regulatory limitations on the payment of dividends, the Bank’s results of operations, and financial condition, tax considerations, and general economic conditions.

Issuer Purchases of Equity Securities

We have adopted and publicly announced a common stock repurchase plan.

2 unchanged sentences

As shares are repurchased under this plan, they are retired with the status of authorized, but unissued, shares.

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The following table provides information for the unaudited three-month period ended December 31, 2025, with respect to our common stock repurchase plan:

7 unchanged sentences

Balance, December 31 34,455 $ 42.05 34,455 461,272

Information concerning securities authorized for issuance under equity compensation plans appears under Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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Equity Compensation Plan Information

The following table provides information as of December 31, 2025, with respect to compensation plans under which our common shares are authorized for issuance to directors, officers or employees in exchange for consideration in the form of goods or services.

Plan Category Number of Securities

Upon Exercise of

Options, Warrants,

(A) Weighted Average

Exercise Price

of Outstanding

Options, Warrants,

(B) Number of Securities

Available for Future

Issuance Under Equity

Compensation Plans

(Excluding Securities

Reflected in Column (A))

Equity compensation plans approved by shareholders:

Equity compensation plans not approved by shareholders:

Deferred director compensation plan (1)

98,611 (3) — (5) — (6)

Restricted Stock Plan (2)

12,835 (4) — (5) — (6)

Total 111,446

(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.

These stock investments can be made either through deferred fees or through the purchase of shares through the Dividend Reinvestment Plan.

Deferred fees, under the Directors Plan, are converted on a quarterly basis into stock units of our common stock based on the fair value of a share of our common stock as of the relevant valuation date.

Stock units credited to a participant’s account are eligible for stock and cash dividends as declared.

Dividend Reinvestment Plan shares are purchased pursuant to the Dividend Reinvestment Plan.

Distribution of deferred fees from the Directors Plan occurs when the participant retires from the Board of Directors or upon the occurrence of certain other events.

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.

The Directors Plan does not allow for cash settlement, and therefore, such share-based payment awards qualify for classification as equity.

We may use authorized but unissued shares or purchase shares of common stock in the open market to meet our obligations under the Directors Plan.

(2) The RSP is an equity-based bonus plan.

Under the plan, we may award restricted stock bonuses to eligible employees on an annual basis that are not fully transferable.

Currently, the eligible employees are Isabella Bank’s CEO, President, and CFO.

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.

If these grant conditions are not satisfied, then the award of restricted shares will lapse or be adjusted appropriately, at the discretion of the Board.

Awards are converted to shares upon payment to the participant based on the market value of our common stock on the date of award.

(3) As of December 31, 2025, the Directors Plan had 98,611 shares eligible to be distributed under the Directors Plan.

The Rabbi Trust holds 129,618 shares for the benefit of participants pursuant to the Directors Plan.

(4) This amount includes shares subject to outstanding stock awards at the maximum amount of shares issuable under such awards.

However, payout of incentive awards is contingent on the individual and the Corporation reaching certain levels of performance.

If the performance criteria for these awards are not fully satisfied, the award recipient will receive less than the maximum number of shares eligible under these grants and may receive nothing from these grants.

Additionally, this amount assumes the closing price of our common stock as of the award grant dates for purposes of the conversion from awards to common stock.

(5) The Directors Plan and the RSP do not have an exercise price.

(6) There is no maximum number of shares available for issuance under the Directors Plan and the RSP has a maximum number of 100,000 shares.

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 5. Market for Registrant’s Common Equity