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Item 9A. Controls and Procedures

2024-03-06 compared with 2023-03-06 · 32 added, 55 removed, 175 unchanged (33% of the section changed)

12 unchanged sentences

Based on that assessment, management concluded that, at December 31, 2023, the Company's internal control over financial reporting was effective.

Deloitte & Touche LLP, the independent registered public accounting firm that audited our consolidated financial statements at, and for, the year ended December 31, 2022, has issued an audit report on the effectiveness of the Company's internal control over financial reporting at December 31, 2022, which report is included below in this Item 9A.

Crowe LLP, the independent registered public accounting firm that audited our consolidated financial statements at, and for, the year ended December 31, 2023, has issued an audit report on the effectiveness of the Company's internal control over financial reporting at December 31, 2023, which report is included below in this Item 9A.

Changes in Internal Control Over Financial Reporting

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There were no changes to our internal control over financial reporting that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and Board of Directors of HomeStreet, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of HomeStreet, Inc.

and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Because management’s assessment and our audit were conducted to meet the reporting requirements of Section 112 of the Federal Deposit Insurance Corporation Improvement Act (FDICIA), management’s assessment and our audit of the Company’s internal control over financial reporting included controls over the preparation of the schedules equivalent to the basic financial statements in accordance with the instructions for the Federal Financial Institutions Examinations Council Instructions for Consolidated Reports of Condition and Income for Schedules RC, RI, and RI-A.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have not examined and, accordingly, we do not express an opinion or any other form of assurance on management’s statement referring to compliance with laws and regulations.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated March 3, 2023, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Seattle, Washington

March 3, 2023

ITEM 9B OTHER INFORMATION

On March 3, 2023, Douglas I.

Smith informed the Company of his resignation from the Company’s Board of Directors (the “Board”), effective immediately, due to personal reasons.

Smith joined the Board of Directors at our initial public offering in February 2012.

The Company expresses its appreciation to Mr.

Smith for his more than 11 years of distinguished service on the Board.

Smith’s decision is not due to any disagreement with the Company or the Board on any matters relating to the Company’s operations, policies or practices.

During the quarter ended December 31, 2023, none of our officers or directors adopted or terminated a Rule 10b5-1 arrangement or non-Rule 10b5-1 trading arrangement, as each is defined in Item 408(a) of Regulation S-K

ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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The Code of Business Conduct and Ethics is posted on our website at http://ir.homestreet.com.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this Code of Business Conduct and Ethics by posting such information on our corporate website, at the address and location specified above and, to the extent required by the listing standards of the Nasdaq Global Select Market, by filing a Current Report on Form 8-K with the SEC, disclosing such information.

The information required by this item with respect to our directors, our executive officers, our Audit Committee and its members, and audit committee financial expert will be set forth in our definitive proxy statement for the 2023 annual meeting of stockholders (the “2023 Proxy Statement”) under the captions “Election of Directors” and” “Executive Officers,” which information is incorporated herein by reference.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Business Conduct and Ethics by posting such information on our corporate website, at the address and location specified above and, to the extent required by the listing standards of the Nasdaq Global Select Market, by filing a Current Report on Form 8-K with the SEC, disclosing such information.

In reliance on General Instruction G.

of Form 10-K, information with respect to our executive officers is set forth in Part I, “Item 1 – Business – Information About Our Executive Officers” in this Form 10-K.

Except as disclosed above, the information required by this item will be set forth in our definitive proxy statement for the 2024 meeting of shareholders (the “2024 Proxy Statement”) under the captions “Election of Directors” and “HomeStreet Corporate Governance and Other Matters,” which information is incorporated herein by reference.

ITEM 11 EXECUTIVE COMPENSATION

The information required by this item will be set forth in the 2023 Proxy Statement under the captions “Executive Compensation,” “2022 Executive Compensation Program,” “Other Practices, Policies and Guidelines,” “Human Resources and Corporate Governance Committee Report,” “2022 Summary Compensation Table,” “Potential Payments Upon Termination or Change in Control,” and “Corporate Governance - Human Resources and Corporate Governance Committee Interlocks and Insider Participation,” which information is incorporated herein by reference.

The information required by this item will be set forth in the 2024 Proxy Statement under the captions “Executive Compensation,” “2023 Executive Compensation Program,” “Other Practices, Policies and Guidelines,” “2023 Summary Compensation Table,” and “Potential Payments Upon Termination or Change in Control,” which information is incorporated herein by reference.

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

19 unchanged sentences

(3) Consists of shares remaining available for issuance under the 2014 Plan.

Except as disclosed above, the information required by this item will be set forth in the 2023 Proxy Statement under the caption "Principal Shareholders" which information is incorporated herein by reference.

Except as disclosed above, the information required by this item will be set forth in the 2024 Proxy Statement under the caption "Principal Shareholders of HomeStreet Inc." which information is incorporated herein by reference.

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this item will be set forth in the 2023 Proxy Statement under the caption "Certain Relationships and Related Transactions," and "Corporate Governance" which information is incorporated herein by reference.

The information required by this item will be set forth in the 2024 Proxy Statement under the caption "HomeStreet Corporate Governance and Other Matters" which information is incorporated herein by reference.

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item will be set forth in the 2023 Proxy Statement under the caption "Advisory (Non-Binding) Ratification of Appointment of Independent Registered Public Accounting Firm," which information is incorporated herein by reference.

Information about aggregate fees billed to us by our principal accountant, Deloitte & Touche LLP (PCAOB ID No.

34 ) will be presented under the caption “Audit Committee Matters — Principal Accounting Firm Fees” in our 2023 Proxy Statement and is incorporated herein by reference.

The information required by this item will be set forth in the 2024 Proxy Statement under the caption "Advisory (Non-Binding) Vote on Ratification of Appointment of Independent Registered Public Accounting Firm," which information is incorporated herein by reference.

Information about aggregate fees billed to us by our principal accountant, Crowe (PCAOB ID No.

173 ) and our former principal accountant, Deloitte, will be presented under the caption “Audit Committee Matters — Principal Accounting Firm Fees” in our 2024 Proxy Statement and is incorporated herein by reference.

ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

15 unchanged sentences

Number Description

Agreement and Plan o f Merger , dated as of January 1 6 , 2024 , by and amo ng HomeStreet , Inc ., First Sun Capital Bancorp.

and Dynamis Su bsidiary, Inc.

Amended and Restated Bylaws of HomeStreet, Inc.

28 unchanged sentences

HomeStreet Bank Performance-Based Annual Incentive Plan, effective January 1, 2022

Amend ed and Restated Executive Employment Agreement, between HomeStreet, Inc., HomeStreet Bank, and John M.

Amended and Restated Executive Employment Agreement, between HomeStreet, Inc., HomeStreet Bank, and John M.

Michel, dated August 4, 2022

3 unchanged sentences

Endresen, dated February 28, 2023

Letter from Deloitte & Touche LLP to the Securities and Exchange Commission dated March 3 , 202 3

21 Subsidiaries of HomeStreet, Inc.

23.1 Consent of Deloitte & Touche LLP

24.1 Powers of Attorney.

contained in the signature page of this Annual Report on Form 10-K and incorporated herein by reference.

23.1 Consent of Independent Regist ered Public Accounting Firm , Cr owe LLP

C onsent of Independent Regist ered Public Accounting Firm, Deloitte & Touche LLP

P owers of Attorney , contained in the signature page of this Annual Report on Fo rm 10-K and incorporated herein by refer ence

31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

5 unchanged sentences

Furnished herewith.

Executive Compensation Clawback Policy

101 The following financial information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 formatted in Inline XBRL (eXtensible Business Reporting Language) and contained in Exhibit 101:

4 unchanged sentences

(1) Filed as an exhibit to HomeStreet, Inc.’s Current Report on Form 8-K (SEC File No.

001-35424) filed on January 19, 2024, and incorporated herein by reference.

Filed as an exhibit to HomeStreet, Inc.’s Current Report on Form 8-K (SEC File No.

001-35424) filed on July 31, 2019, and incorporated herein by reference.

33 unchanged sentences

001-35424) filed on March 12, 2021, and incorporated herein by reference.

Filed as an exhibit to HomeStreet, Inc.’s Current Report on Form 10-K (SEC File No.

001-35424) filed on March 6, 2023, and incorporated herein by reference.

Filed as an exhibit to HomeStreet, Inc.’s Current Report on Form 8-K/A (SEC File No.

001-35424) filed on March 6, 2023, and incorporated herein by reference.

This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section.

14 unchanged sentences

POWERS OF ATTORNEY

KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark K.

Mason and John M.

Michel, and each of them his "or her" attorney-in-fact, with the power of substitution, for him "or her" in any and all capacities, to sign any amendment to this Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his "or her" substitute or substitutes, may do or cause to be done by virtue hereof.

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.

2 unchanged sentences

Mason, Chairman

Michel Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) March 3, 2023

Patterson Lead Independent Director March 3, 2023

Michel Executive Vice President and Chief Financial Officer (Principal Financial Officer and Accounting Officer)

March 6, 2024

Lead Independent Director March 6, 2024

Boggs Director March 6, 2024

5 unchanged sentences

Joanne Harrell

Director March 3, 2023

Pellegrino Director March 6, 2024

/s/ Douglas I.

Smith Director March 3, 2023

Craig Tompkins

Director March 6, 2024

Craig Tompkins

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 9A. Controls and Procedures