What changed in this filing

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Item 9A. Controls and Procedures

2025-03-12 compared with 2024-03-07 · 54 added, 29 removed, 152 unchanged (35% of the section changed)

23 unchanged sentences

DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item is set forth under the sections captioned “Director Nominees”, “Executive Officers of the Company “, “Security Ownership Of Certain Beneficial Owners and Management, “Section 16(a) Beneficial Ownership Reporting Compliance”, “Code of Business Conduct and Ethics”, “Board Committees – Governance Committee” and “Board Committees – Audit and Enterprise Risk Committee” contained in the Proxy Statement, which sections are incorporated herein by reference.

The information required by this Item is set forth under the sections captioned “Director Nominees”, “Executive Officers of the Company “, “Security Ownership Of Certain Beneficial Owners and Management, “Section 16(a) Beneficial Ownership Reporting Compliance”, “Code of Business Conduct and Ethics”, “Board Committees – Governance Committee”, “Insider Trading Plans” and “Board Committees – Audit and Enterprise Risk Committee” contained in the Proxy Statement, which sections are incorporated herein by reference.

EXECUTIVE COMPENSATION

12 unchanged sentences

Equity compensation plans not approved by security holders

(1) Includes:

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;

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

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;

and 6,450 restricted stock units granted on January 22, 2024 under the 2020 Omnibus Stock Ownership and Long Term Incentive Plan, all of which vest on January 22, 2028.

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.

Exhibit (3)(i)(a)

Articles of Incorporation of the Registrant, incorporated by reference to Exhibit (3)(i) to the Form 8-A filed with the Securities and Exchange Commission on September 2, 1999

Exhibit (3)(i)(b)

3 unchanged sentences

Exhibit (3)(i)(d)

Articles of Amendment dated May 6, 2021, incorporated by reference to Exhibit (3)(i)(d) to the Form 10-K filed with the Securities and Exchange Commission on March 18, 2022

Articles of Amendment dated February 25, 2022, incorporated by reference to Exhibit (3)(i)(d) to the Form 10-K filed with the Securities and Exchange Commission on March 18, 2022

Exhibit (3)(ii)

Second Amended and Restated Bylaws of the Registrant, incorporated by reference to Exhibit (3)(ii) to the Form 8-K filed with the Securities and Exchange Commission on June 24, 2015

Third Amended and Restated Bylaws of the Registrant, incorporated by reference to Exhibit (3)(iii) to the Form 8-K filed with the Securities and Exchange Commission on January 17, 2025

Exhibit (4)(i)

1 unchanged sentence

Exhibit (4)(ii)

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

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 filed with the Securities and Exchange Commission on March 7, 2024

Exhibit (10)(i)

2 unchanged sentences

Exhibit (10)(ii)

Employment Agreement dated January 22, 2015 between the Registrant and William D.

Cable, Sr., incorporated by reference to Exhibit (10)(c) to the Form 8-K filed with the Securities and Exchange Commission on February 9, 2015

Exhibit (10)(iii)

Amended and Restated Executive Salary Continuation Agreement between Peoples Bank and Lance A.

Sellers dated December 18, 2008, incorporated by reference to Exhibit (10)(d)(iii) to the Form 8-K filed with the Securities and Exchange Commission on December 29, 2008 (*)

Exhibit (10)(iv)

Exhibit (10)(iii)

Employment Agreement dated January 23, 2015 between the Registrant and Lance A.

Sellers, incorporated by reference to Exhibit (10)(a) to the Form 8-K filed with the Securities and Exchange Commission on February 9, 2015 (*)

Exhibit (10)(v)

Exhibit (10)(iv)

Peoples Bank Directors’ and Officers’ Deferral Plan, incorporated by reference to Exhibit 10(h) to the Form 10-K filed with the Securities and Exchange Commission on March 28, 2002 (*)

Exhibit (10)(vi)

Exhibit (10)(v)

Rabbi Trust for the Peoples Bank Directors’ and Officers’ Deferral Plan, incorporated by reference to Exhibit 10(i) to the Form 10-K filed with the Securities and Exchange Commission on March 28, 2002 (*)

Exhibit (10)(vii)

Exhibit (10)(vi)

Description of Service Recognition Program maintained by Peoples Bank, incorporated by reference to Exhibit 10(i) to the Form 10-K filed with the Securities and Exchange Commission on March 27, 2003 (*)

Exhibit (10)(vii)

Capital Securities Purchase Agreement dated as of June 26, 2006, by and among the Registrant, PEBK Capital Trust II and Bear, Stearns Securities Corp., incorporated by reference to Exhibit 10(j) to the Form 10-Q filed with the Securities and Exchange Commission on November 13, 2006

Exhibit (10)(viii)

Capital Securities Purchase Agreement dated as of June 26, 2006, by and among the Registrant, PEBK Capital Trust II and Bear, Sterns Securities Corp., incorporated by reference to Exhibit 10(j) to the Form 10-Q filed with the Securities and Exchange Commission on November 13, 2006

Exhibit (10)(ix)

Amended and Restated Trust Agreement of PEBK Capital Trust II, dated as of June 28, 2006, incorporated by reference to Exhibit 10(k) to the Form 10-Q filed with the Securities and Exchange Commission on November 13, 2006

Exhibit (10)(x)

Exhibit (10)(ix)

Guarantee Agreement of the Registrant dated as of June 28, 2006, incorporated by reference to Exhibit 10(l) to the Form 10-Q filed with the Securities and Exchange Commission on November 13, 2006

Exhibit (10)(xi)

Exhibit (10)(x)

Indenture, dated as of June 28, 2006, by and between the Registrant and LaSalle Bank National Association, as Trustee, relating to Junior Subordinated Debt Securities Due September 15, 2036, incorporated by reference to Exhibit 10(m) to the Form 10-Q filed with the Securities and Exchange Commission on November 13, 2006

Exhibit (10)(xii)

Exhibit (10)(xi)

Form of Amended and Restated Director Supplemental Retirement Agreement between Peoples Bank and Directors Robert C.

7 unchanged sentences

Zachary, incorporated by reference to Exhibit (10)(n) to the Form 8-K filed with the Securities and Exchange Commission on December 29, 2008 (*)

Exhibit (10)(xiii)

Exhibit (10)(xii)

2009 Omnibus Stock Ownership and Long Term Incentive Plan incorporated by reference to Exhibit (10)(o) to the Form 10-K filed with the Securities and Exchange Commission on March 20, 2009 (*)

Exhibit (10)(xiv)

Exhibit (10)(xiii)

First Amendment to Amended and Restated Executive Salary Continuation Agreement between Peoples Bank and Lance A.

Sellers dated February 16, 2018, incorporated by reference to Exhibit (10)(xx) to the Form 10-Q filed with the Securities and Exchange Commission on March 18, 2018 (*)

Exhibit (10)(xv)

Exhibit (10)(xiv)

First Amendment to Amended and Restated Executive Salary Continuation Agreement between Peoples Bank and William D.

dated February 16, 2018, incorporated by reference to Exhibit (10)(xxii) to the Form 10-Q filed with the Securities and Exchange Commission on March 18, 2018 (*)

Exhibit (10)(xvi)

Exhibit (10)(xv)

2020 Omnibus Stock Ownership and Long Term Incentive Plan incorporated by reference to Exhibit (10)(xxi) to the Form 10-K filed with the Securities and Exchange Commission on March 19, 2022 (*)

Exhibit (10)(xvii)

Exhibit (10)(xvi)

Employment Agreement dated August 19, 2021 by and among the Registrant, Peoples Bank and Jeffrey N.

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)(xvii)

Amended and Restated Employment Agreement by and among Peoples Bancorp of North Carolina, Inc., Peoples Bank and William D.

Cable, Sr., dated as of September 19, 2024 incorporated by reference to Exhibit 10(1) to the Form 8-K filed with the Securities and Exchange Commission on September 20, 2024 (*)

Exhibit (10)(xviii)

Second Amendment To Amended and Restated Executive Salary Continuation Agreement by and between Peoples Bank and William D.

Cable, Sr., dated as of September 19, 2024 incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Securities and Exchange Commission on September 20, 2024 (*)

Exhibit (10)(xix)

First Amendment To Executive Salary Continuation Agreement by and between Peoples Bank and Jeffrey N.

Hooper, dated as of September 19, 2024 incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the Securities and Exchange Commission on September 20, 2024 (*)

Exhibit (10)(xx)

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

3 unchanged sentences

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, 2024

Exhibit (10)(xxi)

Executive Salary Continuation Agreement between Peoples Bank and Jeffrey N.

Hooper dated July 1, 2020 (*)

Exhibit (13) 2024

Annual Report of Peoples Bancorp of North Carolina, Inc.

Exhibit (19)(i)

Amended and Restated Insider Trading and Section 16 Reporting Policy

Exhibit (19)(ii)

Amended and Restated Securities Law Compliance Policy

Subsidiaries of the Registrant

Exhibit (23)(i)

Consent of Forvis Mazars, LLP

Exhibit (23)(ii)

Consent of Elliott Davis, PLLC

5 unchanged sentences

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

Excess Incentive-Based Compensation Recovery Policy

Excess Incentive-Based Compensation Recovery Policy, , incorporated by reference to Exhibit (97) to the Form 10-K filed with the Securities and Exchange Commission on March 7, 2024

Exhibit (101)

1 unchanged sentence

(i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Earnings, (iii) the Condensed Consolidated Statements of Comprehensive Income (iv) the Condensed Consolidated Statements of Changes in Shareholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to the Condensed Consolidated Financial Statements.

Management contracts, compensatory plans and arrangement are marked with an asterisk (*)

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.

PEOPLES BANCORP OF NORTH CAROLINA, INC.

/s/ William D.

President and Chief Executive Officer

1 unchanged sentence

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:

/s/ William D.

President and Chief Executive Officer

3 unchanged sentences

/s/ Robert C.

Abernethy, Sr.

Chairman of the Board and Director

23 unchanged sentences

March 12, 2025

/s/ Kimberly Boyd-Leaks

/s/ Ashton V.

March 12, 2025

Kimberly Boyd-Leaks

/s/ Robert C.

Abernethy, Jr.

March 12, 2025

Abernethy, Jr.

/s/ Dan Ray Timmerman, Jr.

March 12, 2025

Dan Ray Timmerman, Jr.

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