Item 5. Other Information
Item 5. Other Information.
Securities Trading Plans of Executive Officers
During the fiscal quarter ended June 30, 2026, 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.
58
Table of Contents
Item 6. Exhibits.
(a) Exhibits
Exhibit Number Exhibits
1.1
Equity Distribution Agreement, dated June 16, 2026, by and among Isabella Bank Corporation, Isabella Bank and Piper Sandler & Co. (1)
2.1
Agreement and Plan of Merger, dated as of June 11, 2026, by and among Isabella Bank Corporation, Grand River Commerce, Inc. and 401 Merger Sub, Inc. (2)
3.1 Amended Articles of Incorporation (3)
3.2 Amendment to the Articles of Incorporation (4)
3.3 Amendment to the Articles of Incorporation (5)
3.4
Amendment to the Articles of Incorporation (6)
3.5
Amendment to the Articles of Incorporation (7)
3.6
Second Amended and Restated Bylaws, as amended on September 24, 2025 (8)
10.1
Form of Grand River Voting Agreement, dated as of June 11, 2026, by and among Isabella Bank Corporation and directors and officers of Grand River Commerce, Inc. (9)
31.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Principal Executive Officer
31.2
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Principal Financial Officer
32
Section 1350 Certification of Principal Executive Officer and Principal Financial Officer
101.1* 101.INS (Inline XBRL Instance Document)
101.SCH (Inline XBRL Taxonomy Extension Schema Document)
101.CAL (Inline XBRL Calculation Linkbase Document)
101.LAB (Inline XBRL Taxonomy Label Linkbase Document)
101.DEF (Inline XBRL Taxonomy Linkbase Document)
101.PRE (Inline XBRL Taxonomy Presentation Linkbase Document)
104 Cover Page Interactive Data File
* In accordance with Rule 406T of Regulations S-T, the XBRL related information shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
(1) Previously filed as an Exhibit to the Isabella Bank Corporation Form 8-K, filed June 16, 2026, and incorporated herein by reference.
(2) Previously filed as an Exhibit to the Isabella Bank Corporation Form 8-K, filed June 15, 2026, and incorporated herein by reference.
(3) Previously filed as an Exhibit to the Isabella Bank Corporation Form 10-K, filed March 12, 1991, and incorporated herein by reference
(4) Previously filed as an Exhibit to the Isabella Bank Corporation Form 10-K, filed March 26, 1994, and incorporated herein by reference.
(5) Previously filed as an Exhibit to the Isabella Bank Corporation Form 10-K, filed March 22, 2000, and incorporated herein by reference.
(6) Previously filed as an Exhibit to the Isabella Bank Corporation Form 10-K, filed March 27, 2001, and incorporated herein by reference.
(7) Previously filed as an Exhibit to the Isabella Bank Corporation Form 8-K, filed May 16, 2008, and incorporated herein by reference.
(8) Previously filed as an Exhibit to the Isabella Bank Corporation Form 8-K, filed September 30, 2025, and incorporated herein by reference.
(9) Previously filed as an Exhibit to the Isabella Bank Corporation Form 8-K, filed June 15, 2026, and incorporated herein by reference.
59
Table of Contents
SIGNATURES
Pursuant to the requirements 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
Date: August 10, 2026 /s/ Jerome E. Schwind
Jerome E. Schwind
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 10, 2026 /s/ Gerald J. Ritzert
Gerald J. Ritzert
Chief Financial Officer
(Principal Financial Officer)
60
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.