Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
DISCLOSURE CONTROLS AND PROCEDURES
We carried out an evaluation, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act) as of December 31, 2025, pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures as of December 31, 2025, were effective to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
We also conducted an evaluation of internal control over financial reporting to determine whether any changes occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on this evaluation, we have concluded that there have been no such changes during the quarter ended December 31, 2025.
Item 9B. Other Information.
Securities Trading Plans of Executive Officers
During the fiscal quarter ended December 31, 2025, 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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
We incorporate by reference the information responsive to this Item appearing in our Definitive Proxy Statement for the 2026 Annual Meeting of Shareholders (the “2026 Proxy Statement”), which will be filed no later than 120 days after December 31, 2025.
Item 11. Executive Compensation.
We incorporate by reference the information responsive to this Item appearing in our 2026 Proxy Statement, which will be filed no later than 120 days after December 31, 2025.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
We incorporate by reference the information responsive to this Item appearing in our 2026 Proxy Statement, which will be filed no later than 120 days after December 31, 2025.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
We incorporate by reference the information responsive to this Item appearing in our 2026 Proxy Statement, which will be filed no later than 120 days after December 31, 2025.
Item 14. Principal Accountant Fees and Services.
We incorporate by reference the information responsive to this Item appearing in our 2026 Proxy Statement, which will be filed no later than 120 days after December 31, 2025.
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PART IV
Item 15. Exhibit and Financial Statement Schedules.
(a) (1) Financial Statements: The following documents are filed as part of Item 8 of this report:
Report of Independent Registered Public Accounting Firm, Plante & Moran, PLLC (PCAOB ID: 166)
Report of Independent Registered Public Accounting Firm, Rehmann Robson LLC (PCAOB ID: 263)
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Changes in Shareholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules: All schedules are omitted because they are neither applicable nor required, or because the required information is included in the consolidated financial statements or related notes.
(3) See the exhibits listed below under Item 15(b):
(b) The following exhibits required by Item 601 of Regulation S-K are filed as part of this report:
3.1 Amended Articles of Incorporation (1)
3.2 Amendment to the Articles of Incorporation (2)
3.3 Amendment to the Articles of Incorporation (3)
3.4
Amendment to the Articles of Incorporation (4)
3.5
Amendment to the Articles of Incorporation ( 5 )
3.6
Second Amended and Restated Bylaws, as amended on September 24, 2025 ( 6 )
4.1
Indenture, dated June 2, 2021, by and between Isabella Bank Corporation and UMB Bank, National Association, as trustee ( 7 )
4.2
Form of 3.25% Fixed to Floating Rate Subordinated Note due 2031 (8)
10.1
Isabella Bank Corporation and Related Companies Deferred Compensation Plan for Directors* ( 9 )
10.2
Isabella Bank Corporation Retirement Bonus Plan* ( 10 )
10.3
Isabella Bank Corporation Split Dollar Plan* ( 11 )
10.4
Second Amended and Restated I sabella Bank Corporation Supplemental Executive Retirement Plan , as am ended on January 1, 2025 * (1 2 )
10.5
Isabella Bank Corporation Restricted Stock Plan* (1 3 )
10.6
Isabella Bank Corporation Executive Cash Incentive Plan* (1 4 )
10.7
Isabella Bank Corporation Executive Clawback Policy* (1 5 )
10.8
Form of Subordinated Note Purchase Agreement, dated as of June 2, 2021, by and among the Corporation and the several Purchasers (16)
10.9
Form of Registration Rights Agreement, dated as of June 2, 2021, by and among the Corporation and the several Purchasers (17)
19
Isabella Bank Corporation Directors and Executive Officers Operating Policy o n Trading in ISBA Common Stock (1 8 )
21
Subsidiaries of the Registrant
23.1
Consent of Rehmann Robson LLC, Independent Registered Public Accounting Firm
23.2
Consent of Plante & Moran, PLLC, Independent Registered Public Accounting Firm
31.1
Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer
31.2
Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer
32
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
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101.INS XBRL Interactive Data File**
101.SCH XBRL Interactive Data File**
101.CAL XBRL Interactive Data File**
101.LAB XBRL Interactive Data File**
101.PRE XBRL Interactive Data File**
101.DEF XBRL Interactive Data File**
104 Cover Page Interactive Data File
* Management Contract or Compensatory Plan or Arrangement.
** As provided by Rule 406T in Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Exchange Act
(1) Previously filed as Exhibit 3(d) to of the Corporation’s Annual Report on Form 10-K filed with the SEC on March 27, 2001, and incorporated herein by reference.
(2) Previously filed as an Exhibit to the Isabella Bank Corporation Form 10-K, filed March 26, 1994, and incorporated herein by reference.
(3) Previously filed as an Exhibit to Isabella Bank Corporation Form 10-K, filed March 22, 2000, and incorporated herein by reference.
(4) Previously filed as Exhibit 3(d) to of the Corporation’s Annual Report on Form 10-K filed with the SEC on March 27, 2001, and incorporated herein by reference.
(5) Previously filed as Exhibit 3.1 of the Corporation’s Current Report on Form 8-K filed with the SEC on May 16, 2008, and incorporated herein by reference.
(6) Previously filed as Exhibit 3.1 of the Corporation’s Current Report on Form 8-K filed with the SEC on September 30, 2025, and incorporated herein by reference.
(7) Previously filed as Exhibit 4.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on June 2, 2021, and incorporated herein by reference.
(8) Included as Exhibit A-1 to the Indenture incorporated herein by reference as Exhibit 4.1 hereto.
(9) Previously filed as Exhibit 10.1 of the Corporation’s Current Report on Form 8-K filed with the SEC on March 13, 2019, and incorporated herein by reference.
(10) Previously filed as Exhibit 10.1 of the Corporation’s Current Report on Form 8-K filed with the SEC on December 19, 2008, and incorporated herein by reference.
(11) Previously filed as Exhibit 10.1 of the Corporation’s Current Report on Form 8-K filed with the SEC on March 31, 2015, and incorporated herein by reference.
(12) Previously filed as Exhibit 10.2 of the Corporation’s Current Report on Form 8-K filed with the SEC on April 7, 2025, and incorporated herein by reference.
(13) Previously filed as Exhibit 10.6 of the Corporation’s Current Report on Form 8-K filed with the SEC on April 1, 2024, and incorporated herein by reference.
(14) Previously filed as Exhibit 10.5 of the Corporation’s Current Report Form 8-K filed with the SEC on April 1, 2024, and incorporated herein by reference.
(15) Previously filed as Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on April 1, 2024, and incorporated herein by reference.
(16) Previously filed as Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on June 2, 2021, and incorporated herein by reference.
(17) Previously filed as an Exhibit 10.2 to the Corporation’s Current Report on Form 8-K filed with the SEC on June 2, 2021, and incorporated herein by reference.
(18) Previously filed as an Exhibit 19 to the Corporation’s Annual Report on Form 10-K filed with the SEC on March 13, 2025, and incorporated herein by reference.
Item 16. Form 10-K Summary.
Not applicable.
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SIGNATURES
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.
ISABELLA BANK CORPORATION
(Registrant)
By: /s/ Jerome E. Schwind Date: March 13, 2026
Jerome E. Schwind, President and Chief Executive Officer
(Principal 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.
Signatures Capacity Date
/s/ Dr. Jeffrey J. Barnes Director March 13, 2026
Dr. Jeffrey J. Barnes
/s/ David B. Behen Director March 13, 2026
David B. Behen
/s/ Jill Bourland Director March 13, 2026
Jill Bourland
/s/ Melinda M. Coffin Director March 13, 2026
Melinda M. Coffin
/s/ Jae A. Evans Director March 13, 2026
Jae A. Evans
/s/ Jennifer L. Gill Controller March 13, 2026
Jennifer L. Gill
/s/ Neil M. McDonnell Isabella Bank President and Director March 13, 2026
Neil M. McDonnell
/s/ Sarah R. Opperman Director March 13, 2026
Sarah R. Opperman
/s/ Gerald J. Ritzert Chief Financial Officer (Principal Financial Officer) March 13, 2026
Gerald J. Ritzert
/s/ Vicki L. Rupp Director March 13, 2026
Vicki L. Rupp
/s/ Brian R. Sackett Director March 13, 2026
Brian R. Sackett
/s/ Jerome E. Schwind President, Chief Executive Officer
(Principal Executive Officer), and Director March 13, 2026
Jerome E. Schwind
/s/ Brian B. Tessin Director March 13, 2026
Brian B. Tessin
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