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Item 9A. Controls and Procedures

2025-03-07 compared with 2024-03-06 · 61 added, 23 removed, 184 unchanged (31% of the section changed)

12 unchanged sentences

Based on that assessment, management concluded that, at December 31, 2024, the Company's internal control over financial reporting was effective.

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.

Crowe LLP, the independent registered public accounting firm that audited our consolidated financial statements at, and for, the year ended December 31, 2024, has issued an audit report on the effectiveness of the Company's internal control over financial reporting at December 31, 2024, which report is included in Item 8.

Changes in Internal Control Over Financial Reporting

3 unchanged sentences

During the quarter ended December 31, 2024, 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.

Deferred Compensation Agreements

In December 2024, the Company entered into deferred compensation agreements (the “Agreements”) with the executives named below in lieu of equity awards they would have been granted under the Company’s Amended and Restated 2014 Executive Incentive Plan (the “Plan”) which expired in March 2024.

The Company entered into deferred compensation agreements, effective as of January 1, 2025, with Mark Mason, Chief Executive Officer of the Company, John Michel, Chief Financial Officer of the Company, and William Endresen, Executive Vice President, Commercial Real Estate and Commercial Capital President of HomeStreet Bank.

Under their respective agreements, Mr.

Michel and Mr.

Endresen will be entitled to receive $855,088, $293,638, and $215,150, respectively, with 50% of the amount, for each executive, vesting in equal installments on each of the next three anniversaries of the effective date his agreement (the “Annual Vesting Amount”) and the remaining 50% vesting in full on the third anniversary of the effective date of his agreement (the “Cliff Vesting Amount”), subject, in each case, to the executive’s continuous service through the applicable vesting date.

If the executive’s service terminates due to death or disability, the executive will be deemed to have vested in a pro rata portion of the Annual Vesting Amount and the Cliff Vesting Amount as of the date of such termination.

If the executive’s service terminates on or prior to January 1, 2028 as a result of the executive’s retirement on or after age 65, the executive will vest in a pro rata portion of the deferred compensation amount.

If a “Change in Control” (as defined in the Agreements) occurs prior to January 1, 2028, and the executive’s service is terminated without “cause” (as defined in the Agreements), in connection with the Change in Control within 12 months following such Change of Control, then the deferred compensation amount will be deemed to have vested in full on the effective date of the termination of the executive’s service.

If the executive’s service terminates at the initiation of the executive for “Good Reason” (as defined in the Agreements), the deferred compensation amount for that executive will be deemed to have vested in full on the effective date of the termination of the executive’s service.

The immediately preceding three paragraphs are a summary of the material terms of the deferred compensation agreements and the summary does not purport to be complete.

A copy of the form of the deferred compensation agreements is filed with this Form 10-K as Exhibit 10.31 and is incorporated herein by reference.

Employment Agreement Extensions

The information below is reported in lieu of information that would be reported under Item 5.02 of Form 8-K.

On March 5, 2025, the Board of Directors of the Company approved an extension of the term of the existing employment agreements with Mr.

Michel and Mr.

Endresen to December 31, 2027 with one-year automatic extensions unless the Company or the executive officer provides written notice of its intent not to renew the employment agreement at least 180 days prior to the end of its term.

The existing employment agreements with Mr.

Mason and Mr.

Endresen expire on December 31, 2025, and the existing employment agreement with Mr.

Michel expires on August 3, 2025.

The other terms and conditions of each employment agreement remain unchanged.

The amendments to the above employment agreements are filed as Exhibits 10.27, 10.28 and 10.29 to this Form 10-K.

ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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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.

We have adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees.

A copy of our insider trading policy is filed as Exhibit 19 to this Form 10-K.

In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.

Except as disclosed above, the information required by this item will be set forth in our definitive proxy statement for the 2025 meeting of shareholders (the “2025 Proxy Statement”) under the captions “Election of Directors” and “HomeStreet Corporate Governance and Other Matters,” which information is incorporated herein by reference.

21 unchanged sentences

(2) Shares issued on vesting of Restricted Stock Units and Performance Share Units under the 2014 Plan are done without payment by the participant of any additional consideration and therefore have been excluded from this calculation.

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

(3) The plan has expired.

As such there are no 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 2025 Proxy Statement under the caption "Principal Shareholders of HomeStreet Inc." which information is incorporated herein by reference.

4 unchanged sentences

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.

173 ) will be presented under the caption “Audit Committee Matters — Principal Accounting Firm Fees” in our 2025 Proxy Statement and is incorporated herein by reference.

ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Income Statements for the three years ended December 31, 2023

Consolidated Statements of Comprehensive Income (Loss) for the three years ended December 31, 2023

Consolidated Statements of Shareholders’ Equity for the three years ended December 31, 2023

Consolidated Statements of Cash Flows for the three years ended December 31, 2023

Consolidated Income Statements for the two years ended December 31, 2024

Consolidated Statements of Comprehensive Income (Loss) for the two years ended December 31, 2024

Consolidated Statements of Shareholders’ Equity for the two years ended December 31, 2024

Consolidated Statements of Cash Flows for the two years ended December 31, 2024

Notes to Consolidated Financial Statements

5 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.

34 unchanged sentences

Endresen, dated February 28, 2023

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

First Amendment to Executive Change in Control Agreement, between HomeStreet, Inc., HomeStreet Bank, and William D.

Endresen, dated August 5, 2024

First Amendment to Executive Change in Control Agreement between HomeStreet, Inc., HomeStreet Bank, and John M.

Michel, dated August 5, 2024

L oan purchase and sale agreement dated December 26, 2024 between HomeStreet Bank and Bank of America, N.A .

Third Amendment to Executive Employment Agreement, between HomeStreet, Inc., HomeStreet Bank, and Mark K.

Mason, dated March 5 , 2025

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

Michel, dated March 5 , 202 5

Second Amendment to Executive Employment Agreement, between HomeStreet, Inc., HomeStreet Bank, and William D.

Endresen, dated March 5 , 2025

M ason Deferred Compensati on Agreement

Form of Deferred Compensation Agreement 2025

H omeStreet , Inc.

Insider Trading Policy

21 Subsidiaries of HomeStreet, Inc.

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

23.1 Consent of Independent Registered Public Accounting Firm, Crowe LLP

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

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

8 unchanged sentences

(i) the Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023;

(ii) the Consolidated Income Statements for the three years ended December 31, 2023, (iii) the Consolidated Statements of Comprehensive Income for the three years ended December 31, 2023;

(iv) the Consolidated Statements of Shareholders’ Equity for the three years ended December 31, 2023, (v) the Consolidated Statements of Cash Flows for the three years ended December 31, 2023, and (vi) the Notes to Consolidated Financial Statements.

(ii) the Consolidated Income Statements for the two years ended December 31, 2024, (iii) the Consolidated Statements of Comprehensive Income for the two years ended December 31, 2024;

(iv) the Consolidated Statements of Shareholders’ Equity for the two years ended December 31, 2024, (v) the Consolidated Statements of Cash Flows for the two years ended December 31, 2024, and (vi) the Notes to Consolidated Financial Statements.

104 The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL and contained in Exhibit 101.

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.

Filed as an exhibit to HomeStreet, Inc.’s Annual 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 10-Q (SEC File No.

001-35424) filed on August 6, 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 December 27, 2024, 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.

Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

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

001-35424) filed on March 6, 2024, and incorporated herein by reference.

† Certain portions of this exhibit constitute confidential information and have been redacted in accordance with Regulation S-K, Item 601(b)(10).

8 unchanged sentences

HomeStreet, Inc.

President and Chief Executive Officer

President and Chief Executive Officer (Principal Executive Officer)

HomeStreet, Inc.

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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