What changed in this filing

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Item 9A. Controls and Procedures

2024-03-07 compared with 2023-03-17 · 20 added, 14 removed, 161 unchanged (17% of the section changed)

15 unchanged sentences

This Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.

As a smaller reporting company, management’s report was not subject to attestation by the Company’s independent registered public accounting firm.

As a non-accelerated filer, management’s report was not subject to attestation by the Company’s independent registered public accounting firm.

OTHER INFORMATION

Not applicable

Trading Arrangements of Section 16 Reporting Persons.

During the quarter ended December 31, 2023, no person who is required to file reports pursuant to Section 16(a) of the Securities and Exchange Act of 1934, as amended, with respect to holdings of, and transactions in, the Company’s common shares (i.e.

directors and certain officers of the Company) maintained, adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1(c) arrangement”, as those terms are defined in Section 229.408 of the regulations of the SEC.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

7 unchanged sentences

The following table presents the number of shares of Company common stock to be issued upon the exercise of outstanding options, warrants and rights;

the weighted-average price of the outstanding options, warrants and rights and the number of options, warrants and rights remaining that may be issued under the Company’s Omnibus Stock Ownership and Long Term Incentive Plans.

the weighted-average price of the outstanding options, warrants and rights;

and the number of options, warrants and rights remaining that may be issued under the Company’s Omnibus Stock Ownership and Long Term Incentive Plans, in each case as of December 31, 2023.

As of December 31, 2023

Plan Category

Number of securities

to be issued upon

outstanding options, warrants and rights (1)

Weighted-average

exercise price of outstanding options, warrants and rights (2)

Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)

Weighted-average exercise price of outstanding options, warrants and rights (2)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

2 unchanged sentences

(1) Includes:

3,245 restricted stock units granted on January 24, 2018 under the 2009 Omnibus Stock Ownership and Long Term Incentive Plan, all of which vested on January 24, 2022;

5,115 restricted stock units granted on February 21, 2019 under the 2009 Omnibus Stock Ownership and Long Term Incentive Plan, all of which vested on February 21, 2023;

7,635 restricted stock units granted on May 7, 2020 under the 2020 Omnibus Stock Ownership and Long Term Incentive Plan, all of which vest on May 7, 2024;

7,060 restricted stock units granted on February 3, 2021 under the 2020 Omnibus Stock Ownership and Long Term Incentive Plan, all of which vest on February 3, 2025;

5,385 restricted stock units granted on January 20, 2022 under the 2020 Omnibus Stock Ownership and Long Term Incentive Plan, all of which vest on January 20, 2026;

and 5,370 restricted stock units granted on January 19, 2023 under the 2020 Omnibus Stock Ownership and Long Term Incentive Plan, all of which vest on January 19, 2027.

15 unchanged sentences

Notes to Consolidated Financial Statements

Consolidated Financial Statement Schedules

All schedules have been omitted, as the required information is either inapplicable or included in the Notes to Consolidated Financial Statements.

12 unchanged sentences

Exhibit (4)(ii)

Description of Registrant’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, incorporated by reference to Exhibit 4(ii) to the Form 10-K/A filed with the Securities and Exchange Commission on March 16, 2020

Description of Registrant’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934

Exhibit (10)(i)

47 unchanged sentences

Hooper, incorporated by reference to Exhibit (10)(a) to the Form 8-K filed with the Securities and Exchange Commission on August 20, 2021

Exhibit (10)(xviii)

First Amendment to Employment Agreement with each of the Company’s named executive officers:

Sellers, President and Chief Executive Officer;

Hooper, Executive Vice President and Chief Financial Officer;

and William D.

Cable, Sr., Executive Vice President and Chief Operating Officer, incorporated by reference to Exhibit (10)(i) to the Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023

2023 Annual Report of Peoples Bancorp of North Carolina, Inc.

1 unchanged sentence

Consent of Elliott Davis, PLLC

Exhibit (31)(a)

Exhibit (31)(i)

Certification of principal executive officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002

Exhibit (31)()

Exhibit (31)(ii)

Certification of principal financial officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002

1 unchanged sentence

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Excess Incentive-Based Compensation Recovery Policy

Exhibit (101)

40 unchanged sentences

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