−Removed: Controls and Procedures
−Removed: Management’s Report on Internal Control over
−Removed: Financial Reporting
−Removed: Management is responsible for establishing and maintaining
−Removed: adequate internal control over financial reporting of New Peoples Bankshares, Inc.
−Removed: New Peoples’ internal control system was designed
−Removed: to provide reasonable assurance to management and the Board of Directors regarding the reliability of financial reporting and the preparation
−Removed: of financial statements for external purposes in accordance with generally accepted accounting practices.
−Removed: All internal control systems, no matter how well designed,
−Removed: have inherent limitations.
−Removed: Because of these inherent limitations, internal control over financial reporting can provide only reasonable
−Removed: assurance with respect to financial statement preparation and presentation and may not prevent or detect misstatements.
−Removed: Projections of
−Removed: any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
−Removed: or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: Management assessed the effectiveness of New Peoples’
−Removed: internal control over financial reporting as of December 31, 2024.
−Removed: In making this assessment, management used the criteria set forth by
−Removed: the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control - Integrated Framework” issued in
−Removed: Based on this assessment, management concluded that the internal control over financial reporting was effective as of December 31,
−Removed: Changes in Internal Control Over Financial Reporting
−Removed: There have been no changes in our internal control
−Removed: over financial reporting during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, internal
+Added: and Procedures
+Added: Report on Internal Control over Financial Reporting
+Added: Management is responsible
+Added: for establishing and maintaining adequate internal control over financial reporting of New Peoples Bankshares, Inc.
+Added: internal control system was designed to provide reasonable assurance to management and the Board of Directors regarding the reliability
+Added: of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
+Added: All internal control
+Added: systems, no matter how well designed, have inherent limitations.
+Added: Because of these inherent limitations, internal control over financial
+Added: reporting can provide only reasonable assurance with respect to financial statement preparation and presentation and may not prevent
+Added: or detect misstatements.
+Added: Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
+Added: inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
+Added: Management assessed
+Added: the effectiveness of New Peoples’ internal control over financial reporting as of December 31, 2025.
+Added: In making this assessment,
+Added: management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control
+Added: - Integrated Framework” issued in 2013.
+Added: Based on this assessment, management concluded that the internal control over financial
+Added: reporting was effective as of December 31, 2025.
+Added: Changes in Internal
Control Over Financial Reporting
−Removed: Disclosure Controls and Procedures
−Removed: We maintain a system of disclosure controls and procedures
−Removed: that is designed to ensure that material information is accumulated and communicated to management, including our Chief Executive Officer
−Removed: and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
−Removed: As of the end of the period covered
−Removed: by this report, we carried out an evaluation, under the supervision and with the participation of our management, including the Chief
−Removed: Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures
−Removed: pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended.
−Removed: Based on that evaluation, our Chief Executive Officer and
−Removed: Chief Financial Officer concluded that our disclosure controls and procedures were operating effectively as of December 31, 2024.
+Added: During the fourth
+Added: quarter of 2025, the Company completed a conversion of its core banking system.
+Added: In connection with this conversion, management updated
+Added: certain processes and reports supporting internal control over financial reporting and performed extensive pre- and post-conversion
+Added: testing and validation procedures.
+Added: In addition, the
+Added: Company experienced a planned leadership transition within its accounting function late in the fourth quarter of 2025.
+Added: During this transition,
+Added: management increased its level of review and oversight to ensure the continued effective operation of internal controls.
+Added: Management has evaluated
+Added: these changes and determined that they did not materially affect, and are not reasonably likely to materially affect, the Company’s
+Added: internal control over financial reporting.
+Added: Accordingly, there were no changes in the Company’s internal control over financial
+Added: reporting during the fourth quarter of 2025 that materially affected, or are reasonably likely to materially affect, internal control
+Added: over financial reporting.
+Added: Disclosure Controls
+Added: and Procedures
+Added: We maintain a system
+Added: of disclosure controls and procedures that is designed to ensure that material information is accumulated and communicated to management,
+Added: including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
+Added: As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of
+Added: our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of
+Added: the disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended.
+Added: Based on that evaluation,
+Added: our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were operating effectively
+Added: as of December 31, 2025.
Other Information
−Removed: During the three months ended December 31, 2024,
−Removed: 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
−Removed: 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).
+Added: During the three
+Added: months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified
+Added: 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
+Added: S-K of the Securities Act of 1933).
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
−Removed: Directors, Executive Officers and
−Removed: Corporate Governance
−Removed: The information contained under the
−Removed: captions “Election of Directors,” “Incumbent Directors Whose Terms Expire in 2026 and 2027,” “Executive
+Added: Directors, Executive Officers and Corporate Governance
+Added: information contained under the captions Proposal One:
+Added: “Election of Directors,” “Incumbent Directors,” “Executive
Officers Who Are Not Directors,” “Corporate Governance” and “Delinquent Section 16(a) Reports” in the 2026
Proxy Statement that is required to be disclosed in this Item 10 is incorporated herein by reference.
−Removed: The Company has adopted an insider
−Removed: trading policy that governs the purchase, sale, and/or other transactions of our securities by its directors, officers and employees.
−Removed: 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
−Removed: December 31, 2024.
−Removed: In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to
−Removed: comply with the federal securities laws and the applicable exchange listing requirements.
+Added: Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by its directors,
+Added: officers, and employees.
+Added: A copy of the Company’s insider trading policy is filed as Exhibit 19 to this Annual Report on Form 10-K
+Added: for the fiscal year ended December 31, 2025.
+Added: In addition, with regard to the Company’s trading in its own securities, it is the
+Added: Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.
Executive Compensation
−Removed: The information contained under the
−Removed: captions “Director Compensation” and “Executive Compensation and Related Party Transactions” in the 2025 Proxy
−Removed: Statement that is required to be disclosed in this Item 11 is incorporated herein by reference.
−Removed: Security Ownership of Certain Beneficial
−Removed: Owners and Management and Related Stockholder Matters
−Removed: The information contained under the
−Removed: captions “Security Ownership of Management” and “Security Ownership of Certain Beneficial Owners” in the 2025
−Removed: Proxy Statement that is required to be disclosed in this Item 12 is incorporated herein by reference.
+Added: information contained under the captions “Director Compensation” and “Executive Compensation and Related Party Transactions”
+Added: in the 2026 Proxy Statement that is required to be disclosed in this Item 11 is incorporated herein by reference.
+Added: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
+Added: information contained under the captions “Security Ownership of Management” and “Security Ownership of Certain Beneficial
+Added: Owners” in the 2026 Proxy Statement that is required to be disclosed in this Item 12 is incorporated herein by reference.
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information contained under the caption “Executive
−Removed: Compensation and Related Party Transactions” and “Corporate Governance” in the 2025 Proxy Statement that is required
−Removed: to be disclosed in this Item 13 is incorporated herein by reference.
−Removed: Principal Accountant Fees and Services
−Removed: The information contained under the caption “Audit
−Removed: Information” in the 2025 Proxy Statement that is required to be disclosed in this Item 14 is incorporated herein by reference.
−Removed: The Independent Registered Public Accounting Firm for
−Removed: the financial statements as of December 31, 2024, and the year then ended was Yount, Hyde & Barbour, P.C., (U.S.
−Removed: PCAOB Auditor Firm
−Removed: 613, located in Roanoke, Virginia)
+Added: The information contained
+Added: under the caption “Executive Compensation and Related Party Transactions” and “Corporate Governance” in the 2026
+Added: Proxy Statement that is required to be disclosed in this Item 13 is incorporated herein by reference.
+Added: Accountant Fees and Services
+Added: The information contained
+Added: under the caption “Audit Information” in the 2026 Proxy Statement that is required to be disclosed in this Item 14 is incorporated
+Added: herein by reference.
+Added: The Independent Registered
+Added: Public Accounting Firm for the financial statements as of December 31, 2025, and the year then ended was Yount, Hyde & Barbour, P.C.,
+Added: PCAOB Auditor Firm I.D.:
+Added: 613, located in Winchester, Virginia).
Exhibits and Financial Statement Schedules
−Removed: (a)(1) The response to this portion of Item
−Removed: 15 is included in Item 8 above.
−Removed: (a)(2) The response to this portion of Item 15 is
−Removed: included in Item 8 above.
−Removed: (a)(3) The following exhibits are filed as part of
−Removed: this Form 10-K:
−Removed: Amended Articles of Incorporation of New Peoples Bankshares, Inc.
−Removed: (incorporated by reference to Exhibit 3.1 to Form 10-Q for the quarterly period ended June 30, 2008 filed on August 11, 2008).
−Removed: Bylaws of Registrant (incorporated by reference to Exhibit 3.2 to Form 8-K filed August 26, 2020).
−Removed: Specimen Common Stock Certificate of New Peoples Bankshares, Inc.
−Removed: (incorporated by reference to Exhibit 4.1 to Form 10-Q for the quarterly period ended June 30, 2012 filed on August 14, 2012).
−Removed: Description of New Peoples Bankshares, Inc.’s Securities.
−Removed: Employment Agreement dated December 1, 2016 between New Peoples Bankshares, Inc., New Peoples Bank, Inc., and C.
−Removed: Todd Asbury (incorporated by reference to Exhibit 10.1 to Form 8-K filed December 2, 2016).
−Removed: Employment Agreement dated May 14, 2019 between New Peoples Bank, Inc., and James W.
−Removed: Kiser (incorporated by reference to Exhibit 10.2 to Form 10-K filed March 31, 2023).
−Removed: New Peoples Bankshares, Inc.
+Added: response to this portion of Item 15 is included in Item 8 above.
+Added: (a)(2) The response
+Added: to this portion of Item 15 is included in Item 8 above.
+Added: (a)(3) The following
+Added: exhibits are filed as part of this Form 10-K:
+Added: Articles of Incorporation of New Peoples Bankshares, Inc.
+Added: (incorporated by reference to Exhibit 3.1 to Form 10-Q for the quarterly
+Added: period ended June 30, 2008 filed on August 11, 2008).
+Added: of New Peoples Bankshares, Inc.
+Added: (incorporated by reference to Exhibit 3.2 to Form 8-K filed August 26, 2020).
+Added: Common Stock Certificate of New Peoples Bankshares, Inc.
+Added: (incorporated by reference to Exhibit 4.1 to Form 10-Q for the quarterly
+Added: period ended June 30, 2012 filed on August 14, 2012).
+Added: of New Peoples Bankshares, Inc.’s Securities (incorporated by reference to Exhibit 4.2 to Annual Report on Form 10-K for
+Added: the fiscal year ended December 31, 2024 filed March 31, 2025).
+Added: Agreement dated December 1, 2016 between New Peoples Bankshares, Inc., New Peoples Bank, Inc., and C.
+Added: Todd Asbury (incorporated by
+Added: reference to Exhibit 10.1 to Form 8-K filed December 2, 2016).
+Added: Agreement dated June 25, 2025 by and among New Peoples Bankshares, Inc., and James W.
+Added: Kiser (incorporated by reference to Exhibit
+Added: 10.1 to Form 10-Q filed August 14, 2025).
+Added: Peoples Bankshares, Inc.
Long-Term Cash Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed March 2, 2023).
1 unchanged sentence
Long-Term Cash Incentive Plan (incorporated by reference to Exhibit 10.2 to Form 8-K filed March 2, 2023) .
−Removed: First Amendment dated as of August 7, 2023 to the
−Removed: Employment Agreement dated as of December 1, 2016 by and among New Peoples Bankshares, Inc., New Peoples Bank, Inc., and C.
−Removed: (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarterly period ended September 30, 2023 filed November 14, 2023).
−Removed: Employment Agreement dated October 27, 2023 between
−Removed: New Peoples Bank, Inc.
+Added: Amendment dated as of August 7, 2023 to the Employment Agreement dated as of December 1, 2016 by and among New Peoples Bankshares,
+Added: Inc., New Peoples Bank, Inc., and C.
+Added: Todd Asbury (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarterly period
+Added: ended September 30, 2023 filed November 14, 2023).
+Added: Agreement dated October 27, 2023 between New Peoples Bank, Inc.
and Bryan Booher (incorporated by reference to Form 8-K filed November
−Removed: New Peoples Bankshares, Inc.
+Added: Peoples Bankshares, Inc.
Long-Term Cash Incentive Plan Amendment (incorporated by reference to Form 8-K filed December 18, 2023).
−Removed: Code of Ethics (incorporated by reference to Exhibit 14 to Annual Report on Form 10-K for the fiscal year ended December 31, 2003).
−Removed: New Peoples Bankshares, Inc.
−Removed: Insider Trading Policy
−Removed: Subsidiaries of the Registrant.
−Removed: Powers of Attorney (contained on signature page).
−Removed: Certification by Chief Executive Officer pursuant to Rule 13a-14(a).
−Removed: Certification by Chief Financial Officer pursuant to Rule 13a-14(a).
−Removed: Certification by Chief Executive Officer and Chief Financial Officer pursuant
+Added: of Ethics (incorporated by reference to Exhibit 14 to Annual Report on Form 10-K for the fiscal year ended December 31, 2003 filed
+Added: March 30, 2004).
+Added: Peoples Bankshares, Inc.
+Added: Insider Trading Policy as amended and restated.
+Added: of the Registrant
+Added: of Attorney (contained on signature page).
+Added: Certification
+Added: by Chief Executive Officer pursuant to Rule 13a-14(a).
+Added: Certification
+Added: by Chief Financial Officer pursuant to Rule 13a-14(a).
+Added: Certification
+Added: by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350.
−Removed: The following materials for the Company’s 10-K
−Removed: Report for the year ended December 31, 2024, formatted in XBRL are being furnished, not filed.
+Added: following materials for the Company’s 10-K Report for the year ended December 31, 2025,
+Added: formatted in XBRL are being furnished, not filed.
XBRL Taxonomy Extension Calculation Linkbase
−Removed: Document, XBRL Taxonomy Extension Definitions Linkbase Document, Taxonomy Extension Label Linkbase Document, XBRL Taxonomy Extension Label
−Removed: Linkbase Document.
−Removed: Cover Page Interactive Data File (embedded within the Inline XBRL document
−Removed: in Exhibit 101).
+Added: Document, XBRL Taxonomy Extension Definitions Linkbase Document, Taxonomy Extension Label
+Added: Linkbase Document, XBRL Taxonomy Extension Label Linkbase Document.
+Added: Page Interactive Data File (embedded within the Inline XBRL document in Exhibit 101).
____________________________________
−Removed: * Denotes management contract.
−Removed: 15(a)(3) above.
−Removed: (c) See Items
−Removed: 15(a)(1) and (2) above.
+Added: * Denotes management
+Added: Item 15(a)(3) above.
+Added: Items 15(a)(1) and (2) above.
Form 10-K Summary
−Removed: Pursuant to the requirements of Section 13 or 15(d)
−Removed: of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
−Removed: duly authorized.
+Added: Pursuant to the requirements
+Added: 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
+Added: by the undersigned, thereunto duly authorized.
+Added: to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
+Added: the undersigned thereunto duly authorized.
NEW PEOPLES BANKSHARES, INC.
−Removed: Director, President and Chief Executive Officer
+Added: President and Chief Executive Officer
March 31, 2026
2 unchanged sentences
Executive Vice President and Chief Financial Officer
−Removed: and Treasurer
March 31, 2026
−Removed: Chief Accounting Officer and Secretary
−Removed: March 31, 2205
POWER OF ATTORNEY
−Removed: Each of the undersigned hereby appoints James W.
+Added: Each of the undersigned
+Added: hereby appoints James W.
Kiser and Christopher G.
−Removed: Speaks, and each of them, as attorneys and agents for the undersigned, with full power of substitution, in
−Removed: his name and on his behalf as a director of New Peoples Bankshares, Inc.
−Removed: (the Registrant), to act and to execute any and all
−Removed: instruments as such attorneys or attorney deem necessary or advisable to enable the Registrant to comply with the Securities
−Removed: Exchange Act of 1934, and any rules, regulations, policies or requirements of the Securities and Exchange Commission (the
−Removed: Commission) in respect thereof, in connection with the preparation and filing with the Commission of the Registrant’s Annual
−Removed: Report on Form 10-K for the fiscal year ended December 31, 2024 (the Report), and any and all amendments to such Report, together
+Added: Speaks, and each of them, as attorneys and agents for the undersigned, with full power
+Added: of substitution, in his name and on his behalf as a director of New Peoples Bankshares, Inc.
+Added: (the “Registrant”), to act and
+Added: to execute any and all instruments as such attorneys or attorney deem necessary or advisable to enable the Registrant to comply with
+Added: the Securities Exchange Act of 1934, and any rules, regulations, policies or requirements of the Securities and Exchange Commission (the
+Added: Commission) in respect thereof, in connection with the preparation and filing with the Commission of the Registrant’s Annual Report
+Added: on Form 10-K for the fiscal year ended December 31, 2025 (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.
−Removed: Pursuant to the requirements of the Securities Exchange
−Removed: 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
−Removed: President and
+Added: Pursuant to the requirements
+Added: of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant in the
+Added: capacities and on the dates indicated.
Executive Officer
3 unchanged sentences
(Principal Financial
−Removed: Accounting Officer
−Removed: March 31, 2025
−Removed: Accounting Officer)
−Removed: March 31, 2025
−Removed: March 31, 2025
+Added: and Accounting Officer)
ROBERT BUCHANAN
−Removed: March 31, 2025
Robert Buchanan
−Removed: March 31, 2025
−Removed: March 31, 2025
HAROLD LYNN KEENE
−Removed: March 31, 2025
−Removed: BARTON SCOT LONG
−Removed: March 31, 2025
−Removed: March 31, 2025
Chairman, Director
−Removed: March 31, 2025
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.