What changed in this filing

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Item 9A. Controls and Procedures

2026-03-11 compared with 2025-03-12 · 40 added, 50 removed, 156 unchanged (37% of the section changed)

14 unchanged sentences

Based on our assessment and those criteria, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2025.

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

Forvis Mazars, LLP, an independent, registered public accounting firm, has audited the Company’s consolidated financial statements as of and for the year ended December 31, 2025, and audited the Company’s effectiveness of internal control over financial reporting as of December 31, 2025, as stated in their reports, which are included in Item 8 hereof.

OTHER INFORMATION

1 unchanged sentence

During the quarter ended December 31, 2025, 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.

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

8 unchanged sentences

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, 2024.

and the number of options, warrants and rights remaining that may be issued under the Company’s 2020 Omnibus Stock Ownership and Long Term Incentive Plans (the “Omnibus Plan”), in each case as of December 31, 2025.

As of December 31, 2025

5 unchanged sentences

Equity compensation plans not approved by security holders

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.

The restricted stock units granted by the Company under the Omnibus Plans do not have an exercise price.

5,385 restricted stock units granted on January 20, 2022, all of which vested on January 20, 2026;

4,760 restricted stock units granted on January 19, 2023, all of which vest on January 19, 2027;

5,940 restricted stock units granted on January 22, 2024, all of which vest on January 22, 2028;

and 4,580 restricted stock units granted on February 3, 2025, all of which vest on February 3, 2029.

The restricted stock units granted by the Company under the Omnibus Plan do not have an exercise price.

The above table excludes shares awarded from time to time pursuant to the Service Recognition Program.

15 unchanged sentences

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)

14 unchanged sentences

Exhibit (10)(ii)

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)(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)(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)(v)

Exhibit (10)(iii)

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)(vi)

Exhibit (10)(iv)

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)

Exhibit (10)(v)

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)

Exhibit (10)(vi)

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)(ix)

Exhibit (10)(vii)

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)(x)

Exhibit (10)(viii)

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)(xi)

Exhibit (10)(ix)

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)(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)(xiii)

Exhibit (10)(x)

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)(xiv)

Exhibit (10)(xi)

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)(xv)

Exhibit (10)(xii)

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)(xvi)

Exhibit (10)(xiii)

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)

Exhibit (10)(xiv)

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)

Exhibit (10)(xv)

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)

Exhibit (10)(xvi)

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:

Exhibit (10)(xvii)

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

Sellers, President and Chief Executive Officer;

2 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)

Exhibit (10)(xviii)

Executive Salary Continuation Agreement between Peoples Bank and Jeffrey N.

Hooper dated July 1, 2020 (*)

Exhibit (13) 2024

Hooper dated July 1, 2020, incorporated by reference to Exhibit (10)(xxi) to the Form 10-K filed with the Securities and Exchange Commission on March 12, 2025 (*)

Exhibit (10)(xiv)

Form of Amended and Restated Director Supplemental Retirement Agreement by and between Peoples Bank and members of the board of directors of Peoples Bank, dated December 5, 2025.

2025 Annual Report of Peoples Bancorp of North Carolina, Inc.

Exhibit (19)(i)

Amended and Restated Insider Trading and Section 16 Reporting Policy

Amended and Restated Insider Trading and Section 16 Reporting Policy, incorporated by reference to Exhibit (19)(i) to the Form 10-K filed with the Securities and Exchange Commission on March 12, 2025

Exhibit (19)(ii)

Amended and Restated Securities Law Compliance Policy

Amended and Restated Securities Law Compliance Policy, incorporated by reference to Exhibit (19)(ii) to the Form 10-K filed with the Securities and Exchange Commission on March 12, 2025

Subsidiaries of the Registrant

Exhibit (23)(i)

Consent of Forvis Mazars, LLP

Exhibit (23)(ii)

Consent of Elliott Davis, PLLC

Exhibit (31)(i)

19 unchanged sentences

(Principal Executive Officer)

/s/ Jeffrey N.

Executive Vice President and Chief

March 11, 2026

Financial Officer (Principal Financial

and Principal Accounting Officer)

/s/ Robert C.

2 unchanged sentences

March 11, 2026

/s/ Douglas S.

Vice Chairman of the Board and

March 11, 2026

/s/ Jeffrey N.

Executive Vice President and Chief

/s/ Douglas S.

March 11, 2026

Financial Officer (Principal Financial

and Principal Accounting Officer)

Lineberger, Jr.

5 unchanged sentences

Price, Jr., M.D.

March 12, 2025

/s/ William Gregory Terry

1 unchanged sentence

William Gregory Terry

/s/ Dan Ray Timmerman, Sr.

March 12, 2025

Dan Ray Timmerman, Sr.

/s/ Benjamin I.

10 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