NEW PEOPLES BANKSHARES INC 10-K

Item 9A. Controls and Procedures Management’s Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting of New Peoples Bankshares, Inc. New Peoples’ internal control system was designed to provide reasonable assurance to management and the Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting practices. All internal control systems, no matter how well designed, have inherent limitations. Because of these inherent limitations, internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation and presentation and may not prevent or detect misstatements. 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. Management assessed the effectiveness of New Peoples’ internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control - Integrated Framework” issued in 2013. Based on this assessment, management concluded that the internal control over financial reporting was effective as of December 31, 2024. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting. Disclosure Controls and Procedures We maintain a system of disclosure controls and procedures that is designed to ensure that material information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were operating effectively as of December 31, 2024. Item 9B. Other Information During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance The information contained under the captions “Election of Directors,” “Incumbent Directors Whose Terms Expire in 2026 and 2027,” “Executive Officers Who Are Not Directors,” “Corporate Governance” and “Delinquent Section 16(a) Reports” in the 2024 Proxy Statement that is required to be disclosed in this Item 10 is incorporated herein by reference. The Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by its directors, officers and employees. A copy of the Company’s insider trading policy is filed as Exhibit 19 to this Annual Report on Form 10-K for the fiscal year ended December 31, 2024. 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. Item 11. Executive Compensation The information contained under the captions “Director Compensation” and “Executive Compensation and Related Party Transactions” in the 2025 Proxy Statement that is required to be disclosed in this Item 11 is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information contained under the captions “Security Ownership of Management” and “Security Ownership of Certain Beneficial Owners” in the 2025 Proxy Statement that is required to be disclosed in this Item 12 is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information contained under the caption “Executive Compensation and Related Party Transactions” and “Corporate Governance” in the 2025 Proxy Statement that is required to be disclosed in this Item 13 is incorporated herein by reference. 71 Item 14. Principal Accountant Fees and Services The information contained under the caption “Audit Information” in the 2025 Proxy Statement that is required to be disclosed in this Item 14 is incorporated herein by reference. The Independent Registered Public Accounting Firm for the financial statements as of December 31, 2024, and the year then ended was Yount, Hyde & Barbour, P.C., (U.S. PCAOB Auditor Firm I.D.: 613, located in Roanoke, Virginia) Item 15. Exhibits and Financial Statement Schedules (a)(1) The response to this portion of Item 15 is included in Item 8 above. (a)(2) The response to this portion of Item 15 is included in Item 8 above. (a)(3) The following exhibits are filed as part of this Form 10-K: Exhibit Number 3.1 Amended Articles of Incorporation of New Peoples Bankshares, Inc. (incorporated by reference to Exhibit 3.1 to Form 10-Q for the quarterly period ended June 30, 2008 filed on August 11, 2008). 3.2 Bylaws of Registrant (incorporated by reference to Exhibit 3.2 to Form 8-K filed August 26, 2020). 4.1 Specimen Common Stock Certificate of New Peoples Bankshares, Inc. (incorporated by reference to Exhibit 4.1 to Form 10-Q for the quarterly period ended June 30, 2012 filed on August 14, 2012). 4.2 Description of New Peoples Bankshares, Inc.’s Securities. 10.1* Employment Agreement dated December 1, 2016 between New Peoples Bankshares, Inc., New Peoples Bank, Inc., and C. Todd Asbury (incorporated by reference to Exhibit 10.1 to Form 8-K filed December 2, 2016). 10.2* Employment Agreement dated May 14, 2019 between New Peoples Bank, Inc., and James W. Kiser (incorporated by reference to Exhibit 10.2 to Form 10-K filed March 31, 2023). 10.3* New Peoples Bankshares, Inc. Long-Term Cash Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed March 2, 2023). 10.4* Form of Award Agreement for New Peoples Bankshares, Inc. Long-Term Cash Incentive Plan (incorporated by reference to Exhibit 10.2 to Form 8-K filed March 2, 2023). 10.5* First Amendment dated as of August 7, 2023 to the Employment Agreement dated as of December 1, 2016 by and among New Peoples Bankshares, Inc., New Peoples Bank, Inc., and C. Todd Asbury (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarterly period ended September 30, 2023 filed November 14, 2023). 10.6* Employment Agreement dated October 27, 2023 between New Peoples Bank, Inc. and Bryan Booher (incorporated by reference to Form 8-K filed November 2, 2023). 10.7* New Peoples Bankshares, Inc. Long-Term Cash Incentive Plan Amendment (incorporated by reference to Form 8-K filed December 18, 2023) 14 Code of Ethics (incorporated by reference to Exhibit 14 to Annual Report on Form 10-K for the fiscal year ended December 31, 2003). 19 New Peoples Bankshares, Inc. Insider Trading Policy 21 Subsidiaries of the Registrant. 24 Powers of Attorney (contained on signature page). 31.1 Certification by Chief Executive Officer pursuant to Rule 13a-14(a). 31.2 Certification by Chief Financial Officer pursuant to Rule 13a-14(a). 32 Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350. 101 The following materials for the Company’s 10-K Report for the year ended December 31, 2024, formatted in XBRL are being furnished, not filed. XBRL Taxonomy Extension Calculation Linkbase Document, XBRL Taxonomy Extension Definitions Linkbase Document, Taxonomy Extension Label Linkbase Document, XBRL Taxonomy Extension Label Linkbase Document. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document in Exhibit 101). ____________________________________ * Denotes management contract. (b) See Item 15(a)(3) above. (c) See Items 15(a)(1) and (2) above. Item 16. Form 10-K Summary None. 72 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. NEW PEOPLES BANKSHARES, INC. (Registrant) By: /s/ JAMES W. KISER James W. Kiser Director, President and Chief Executive Officer Date: March 31, 2025 By: /s/ CHRISTOPHER G. SPEAKS Christopher G. Speaks Executive Vice President and Chief Financial Officer and Treasurer Date: March 31, 2025 By: /s/ JOHN J. BOCZAR John J. Boczar Chief Accounting Officer and Secretary Date: March 31, 2205 73 POWER OF ATTORNEY Each of the undersigned hereby appoints James W. Kiser and Christopher G. Speaks, and each of them, as attorneys and agents for the undersigned, with full power of substitution, in his name and on his behalf as a director of New Peoples Bankshares, Inc. (the Registrant), to act and to execute any and all instruments as such attorneys or attorney deem necessary or advisable to enable the Registrant to comply with the Securities Exchange Act of 1934, and any rules, regulations, policies or requirements of the Securities and Exchange Commission (the Commission) in respect thereof, in connection with the preparation and filing with the Commission of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the Report), and any and all amendments to such Report, together with such other supplements, statements, instruments and documents as such attorneys or attorney deem necessary or appropriate. 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 in the capacities and on the dates indicated. Signature Capacity Date /s/ JAMES W. KISER Director, President and March 31, 2025 James W. Kiser Chief Executive Officer (Principal Executive Officer) /s/ CHRISTOPHER G. SPEAKS Executive Vice President and Chief Financial Officer March 31, 2025 Christopher G. Speaks (Principal Financial Officer) /s/ JOHN J. BOCZAR Chief Accounting Officer March 31, 2025 John J. Boczar (Principal Accounting Officer) /s/ TIM W. BALL Director March 31, 2025 Tim W. Ball /s/ GINA D. BOGGESS Director March 31, 2025 Gina D. Boggess /s/ J. ROBERT BUCHANAN Director March 31, 2025 J. Robert Buchanan /s/ JOE M CARTER Director March 31, 2025 Joe M. Carter /s/ JOHN D. COX Director March 31, 2025 John D. Cox /s/ HAROLD LYNN KEENE Chairman, Director March 31, 2025 Harold Lynn Keene /s/ BARTON SCOT LONG Director March 31, 2025 Barton Scott Long /s/ MICHAEL G. MCGLOTHLIN Director March 31, 2025 Michael G. McGlothlin /s/ B. SCOTT WHITE Vice Chairman, Director March 31, 2025 B.Scott White 74