What changed in this filing

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Item 9A. Controls and Procedures

2024-03-05 compared with 2023-03-13 · 78 added, 78 removed, 173 unchanged (47% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2022 due to the material weaknesses identified and described below.

In light of the material weaknesses described below, management performed additional analysis and other procedures to ensure that our interim and annual Consolidated Financial Statements were prepared in accordance with U.S.

generally accepted accounting principles (“GAAP”).

Accordingly, management believes that the Consolidated Financial Statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations, and cash flows as of and for the periods presented, in accordance with U.S.

Management’s Annual Report on Internal Control Over Financial Reporting

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Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements.

Further, because of changing conditions, effectiveness of internal control over financial reporting may vary over time.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022 based on the guidelines established in the Internal Control—Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on its assessment, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2022 due to material weaknesses in our control environment whereby the Company did not maintain (1) adequate controls surrounding manual journal entries and account reconciliations resulting from identified segregation of duties conflicts to sufficiently mitigate risks of material misstatement , (2) adequate information technology general controls related to administrative user access to the Company’s information systems that are relevant to the preparation of financial statements to ensure appropriate segregation of duties and to adequately restrict access to financial applications and data, and (3) adequate controls over the accounting for complex transactions.

Notwithstanding that we did not identify any material misstatements to the consolidated financial statements and there were no changes to previously released financial results as a

result of these material weaknesses, the control deficiencies created a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis.

As a result, management believes that, as of December 31, 2022, our internal control over financial reporting was not effective.

BDO USA, LLP, the independent registered public accounting firm that audited the financial statements included in this Annual Report on Form 10-K, has provided an attestation report on Ranger’s internal control over financial reporting.

As a result of the material weaknesses described below, such report includes an adverse audit report on the effectiveness of internal control over financial reporting as of December 31, 2022.

Material Weaknesses in Internal Control Over Financial Reporting

In connection with the evaluation of the Company’s internal control over financial reporting as described above, management has identified the following deficiencies in our control environment in the current period that constituted material weaknesses in the Company’s internal control over financial reporting as of December 31, 2022:

Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures my deteriorate.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the guidelines established in the Internal Control—Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on its assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2023.

Grant Thornton, LLP, the independent registered public accounting firm, has audited the consolidated financial statements as of and for the year ended December 31, 2023 and the effectiveness of the Company's internal control over financial reporting as of December 31, 2023, as stated in their report which appears under Item 8.

Remediation of Previously Reported Material Weaknesses

As previously disclosed in Part II, 9A.

Controls and Procedures from the Company’s Form 10-K for the year ended December 31, 2022, management identified the following deficiencies in our control environment that constituted material weaknesses in the Company’s internal control over financial reporting as of December 31, 2022:

• Ineffective controls over segregation of duties related to the review of manual journal entries and account reconciliations.

1 unchanged sentence

• Ineffective information technology general controls related to administrative user access to the Company’s information systems that are relevant to the preparation of financial statements to ensure appropriate segregation of duties and to adequately restrict access to financial applications and data.

In addition, the following material weakness previously reporting in our 2021 Annual Report continued to exist as of December 31, 2022.

• Ineffective controls over the accounting for complex transactions.

Notwithstanding we did not identify any material misstatements to the consolidated financial statements and there were no changes to previously released financial results as a result of these material weaknesses, the control deficiencies created a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis.

Remediation Efforts to Address the Material Weaknesses Existing in the Current Period

• During the fourth quarter of 2022, management implemented a remediation plan to update its design and implementation of controls to remediate the deficiency related to manual journal entries and enhance the Company's internal control environment.

During the year ended December 31, 2023, the Company completed its previously disclosed internal control procedures to remediate the control deficiencies that led to the material weaknesses.

The following remedial actions have been taken:

• Management implemented a remediation plan to update its design and implementation of controls to remediate the deficiency related to manual journal entries and enhanced the Company's internal control environment.

The Company has designed and implemented controls to prevent or detect a material misstatement resulting from certain personnel with the ability to create and post journal entries within the Company’s general ledger system.

Management has designed and implemented controls over the review of all manual journal entries initiated and approved to ensure appropriate segregation of duties.

• Management has initiated a remediation plan to enhance the design of information technology general controls related to administrative user access by restricting privileged access, implementing controls over user access and enforcing proper segregation of duties within IT environments based on roles and responsibilities.

• Management is enhancing processes and designing and implementing additional internal controls to properly account for complex transactions.

Additionally, the Company has hired additional accounting personnel and implementing training of new and existing personnel on proper execution of designed control procedures.

The material weaknesses will not be considered remediated until the controls have operated effectively, as evidenced through testing, for a sufficient number of instances.

• Management has also implemented measures to design information technology general controls related to administrative user access by restricting privileged access, implemented controls over user access and enforced proper segregation of duties within IT environments based on roles and responsibilities.

• Management enhanced processes and designed and implemented additional internal controls to properly account for complex transactions.

Additionally, the Company has hired additional accounting personnel and implemented training of new and existing personnel on proper execution of designed control procedures.

Any failure to maintain the improvements in the controls over our financial reporting could cause us to fail to meet our reporting obligations, cause misstatements (whether or not material) in our consolidated financial statements, and/or also cause investors to lose confidence in our reported financial information, which could have a negative impact on the trading price of our stock.

Changes in Internal Control over Financial Reporting

Except for the changes in connection with our implementation of the remediation plan discussed above, there have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the fourth quarter of 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Except for the remediation of the material weaknesses noted above, there were no other changes in our internal control over financial reporting during the three months ended December 31, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

During the three months ended December 31, 2023, no director or executive officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Report of Independent Registered Public Accounting Firm

3 unchanged sentences

Opinion on Internal Control over Financial Reporting

We have audited Ranger Energy Services, Inc.’s (the “Company’s”) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions taken by the Company after the date of management’s assessment.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years then ended, and the related notes to the consolidated financial statements (collectively referred to as “the financial statements”) and our report dated March 13, 2023 expressed an unqualified opinion thereon.

We have audited the internal control over financial reporting of Ranger Energy Services, Inc.

a Delaware corporation and subsidiaries (collectively, the “Company”) as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2023, and our report dated March 5, 2024 expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying, “Item 9A, Management’s Report on Internal Control over Financial Reporting”.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

These material weaknesses related to management’s failure to design and implement controls at a sufficient level of precision over (1) controls surrounding manual journal entries and account reconciliations resulting in segregation of duties conflicts, (2) information technology general controls related to administrative user access to information systems that are relevant to the preparation of financial statements, and (3) controls surrounding the accounting of complex transactions.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2022 financial statements, and this report does not affect our report dated March 13, 2023 on those financial statements.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures

that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

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Also, 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.

/s/ BDO USA, LLP

/s/ Grant Thornton, LLP

Houston, Texas

March 5, 2024

Other Information

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

Please see the information appearing in the proposal for the election of directors and under the headings “Executive Officers,” “Information Concerning Meetings and Committees of the Board of Directors,” “Code of Business Conduct and Ethics and Corporate Governance Guidelines” and “Delinquent Section 16(a) Reports” in the definitive proxy statement for our 2023 Annual Meeting of Shareholders for the information this Item 10 requires that is incorporated herein by reference.

Please see the information appearing in the proposal for the election of directors and under the headings “Executive Officers,” “Information Concerning Meetings and Committees of the Board of Directors,” “Code of Business Conduct and Ethics and Corporate Governance Guidelines” and “Delinquent Section 16(a) Reports” in the definitive proxy statement for our 2024 Annual Meeting of Stockholders for the information this Item 10 requires that is incorporated herein by reference.

We have adopted a code of ethics entitled “Code of Business Ethics,” which applies to all our employees, officers and directors, a copy of which can also be found at www.rangerenergy.com.

We intend to satisfy the requirement under Item 5.05 of Form 8-K to disclose any amendments to our Code of Business Ethics and any waiver from any provision to it by posting such information on our website at www.rangerenergy.com.

Executive Compensation

Please see the information appearing under the headings “Compensation Discussion and Analysis,” “Director Compensation,” “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation” and “Report of the Compensation Committee” in the definitive proxy statement for our 2023 Annual Meeting of Shareholders for the information this Item 11 requires that is incorporated herein by reference.

Please see the information appearing under the headings “Compensation Discussion and Analysis,” “Director Compensation,” “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation” and “Report of the Compensation Committee” in the definitive proxy statement for our 2024 Annual Meeting of Stockholders for the information this Item 11 requires that is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Please see the information appearing under the heading “Security Ownership of Certain Beneficial Owners and Management” in the definitive proxy statement for our 2023 Annual Meeting of Shareholders for the information this Item 12 requires that is incorporated herein by reference.

Please see the information appearing under the heading “Security Ownership of Certain Beneficial Owners and Management” in the definitive proxy statement for our 2024 Annual Meeting of Stockholders for the information this Item 12 requires that is incorporated herein by reference.

Certain Relationships and Related Transactions and Director Independence

Please see the information appearing in the proposal for the election of directors and under the heading “Certain Relationships and Related Transactions” in the definitive proxy statement for our 2023 Annual Meeting of Shareholders for the information this Item 13 requires that is incorporated herein by reference.

Please see the information appearing in the proposal for the election of directors and under the heading “Certain Relationships and Related Transactions” in the definitive proxy statement for our 2024 Annual Meeting of Stockholders for the information this Item 13 requires that is incorporated herein by reference.

Principal Accounting Fees and Services

Our independent registered public accounting firm is BDO USA, LLP, Houston, Texas, Auditor Firm ID:

Please see the information appearing in the proposal for the ratification of the appointment of our independent registered public accounting firm in the definitive proxy statement for our 2023 Annual Meeting of Shareholders for the information this Item 14 requires that is incorporated herein by reference.

Our independent registered public accounting firm is Grant Thornton, LLP, Houston, Texas, Auditor Firm ID:

The information required by this Item 14 will be included in the definitive proxy statement for our 2024 Annual Meeting of Stockholders, and is incorporated herein by reference.

Exhibits, Financial Statement Schedules

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3.2 Amended and Restated Bylaws of Ranger Energy Services, Inc.

(incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8‑K (File No.

001‑38183) filed with the Commission on August 22, 2017)

adopted October 26, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8‑K (File No.

001‑38183) filed with the Commission on October 31, 2023)

*4.1 Description of Registered Securities

8 unchanged sentences

333‑220018) filed with the Commission on August 17, 2017)

10.3† Ame ndment to Ranger Energy Services, Inc.

2017 Long Term Incentive Plan.

10.3† Amendment to Ranger Energy Services, Inc.

2017 Long Term Incentive Plan dated May 30, 2019.

(incorporated by reference to Exhibit 4.

2 to the Registrant’s Form S‑8 Registration Statement (File No.

333‑220018) filed with the Commission on May 30, 2019 )

10.4† Amendment to Ranger Energy Services, Inc.

2017 Long Term Incentive Plan dated May 20, 2022.

(incorporated by reference to Exhibit 4.4 to the Registrant’s Form S‑8 Registration Statement (File No.

333‑220018) filed with the Commission on June 1, 2022)

3 unchanged sentences

333‑220018) filed with the Commission on August 17, 2017)

10.6† Form of Restricted Stock Agreement (Employees) under the Ranger Energy Services, Inc.

2017 Long Term Incentive Plan.(2023) (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10‑Q (File No.

001‑38183) filed with the Commission on May 5, 2023 )

10.7† Form of Restricted Stock Agreement (Directors) under the Ranger Energy Services, Inc.

2 unchanged sentences

333‑220018) filed with the Commission on August 17, 2017)

10.6† Form of Ranger Energy Services, Inc.

Performance Stock Unit Award Incentive Agreement (2019) (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-Q filed with the Commission on May 1, 2019)

10.8† Form of Restricted Stock Agreement ( Directors ) under the Ranger Energy Services, Inc.

2017 Long-Term Incentive Plan dated 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10‑Q (File No.

001‑38183) filed with the Commission on October 31, 2023)

10.9† Form of Ranger Energy Services, Inc.

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10.10† Form of Ranger Energy Services, Inc.

Performance Stock Unit Award Incentive Agreement (202 1 )

Performance Stock Unit Award Incentive Agreement (2021) (incorporated by reference to Exhibit 10.

8 to the Registrant’s Form 10‑K (File No.

001‑38183) filed with the Commission on March 13, 2023).

10.11† Form of Ranger Energy Services, Inc.

Performance Stock Unit Award Incentive Agreement (202 2 )

Performance Stock Unit Award Incentive Agreement (2022) (incorporated by reference to Exhibit 10.

9 to the Registrant’s Form 10‑K (File No.

001‑38183) filed with the Commission on March 13, 2023).

10.12† Form of Ranger Energy Services, Inc.

Performance Stock Unit Award Incentive Agreement (2023) (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10‑Q (File No.

001‑38183) filed with the Commission on May 5, 2023).

10.13† Form of Ranger Energy Services, Inc.

Performance Stock Unit Award Incentive Agreement with Floor (2023) (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10‑Q (File No.

001‑38183) filed with the Commission on May 5, 2023).

10.14 Tax Receivable Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8‑K (File No.

3 unchanged sentences

001- 38183) filed with the Commission on October 4, 2021).

10.12† Indemnification Agreement (William M.

Austin) (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 8‑K (File No.

001‑38183) filed with the Commission on August 22, 2017)

10.16† Indemnification Agreement (Brett T.

1 unchanged sentence

001‑38183) filed with the Commission on August 22, 2017)

10.14† Indemnification Agreement (Richard E.

Agee) (incorporated by reference to Exhibit 10.7 to the Registrant’s Form 8‑K (File No.

001‑38183) filed with the Commission on August 22, 2017)

10.17† Indemnification Agreement (Charles S.

3 unchanged sentences

001‑38183) filed with the Commission on August 22, 2017)

10.17† Indemnification Agreement (Gerald Cimador) (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8‑K (File No.

001‑38183) filed with the Commission on January 5, 2018)

10.18† Indemnification Agreement (Byron Dunn) (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8‑K (File No.

001‑38183) filed with the Commission on March 26, 2020)

10.19† Indemnification Agreement (Michael C.

Kearney) (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed with the Commission on July 31, 2018)

*10.20† Indemnification Agreement (Carla Mashinski)

*10.21† Indemnification Agreement (Sean Woolverton)

10.22† Indemnification Agreement, dated as of June 15, 2022, by and between the Company and Melissa Cougle (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No.

9 unchanged sentences

10.26 Master Financing and Security Agreement (incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed with the Commission on June 22, 2018)

10.27 Credit Agreement dated May 31, 2023, by and among RNGR Energy Services, LLC and certain of its subsidiaries and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8‑K (File No.

001‑38183) filed with the Commission on May 31, 2023).

10.28 Debt, Commitment Letter, dated as of September 10, 2021, by and among RNGR Energy Services, LLC, Eclipse Business Capital, LLC and Eclipse Business Capital SPV, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No.

4 unchanged sentences

001-38183) filed with the Commission on January 13, 2022).

10.28 Fourth Amendment to the Loan and Security Agreement, dated September 23, 2022, by and among RNGR Energy Services, LLC and certain of its subsidiaries, Ranger Energy Services, Inc., the lenders party thereto, and Eclipse Business Capital, LLC, as agent.

10.31 Fourth Amendment to the Loan and Security Agreement, dated September 23, 2022, by and among RNGR Energy Services, LLC and certain of its subsidiaries, Ranger Energy Services, Inc., the lenders party thereto, and Eclipse Business Capital, LLC, as agent (incorporated by reference to Exhibit 10.28 to the Registrant's Form 10-K (File No.

001-38183) filed with the Commission on March 13, 2023).

10.32 Secured Promissory Note, date July 8, 2021 by and among Bravo Wireline, LLC and Chief Investments, LLC (incorporated by reference to Exhibit 2.2 to the Registrant’s Form 8-K (File No.

1 unchanged sentence

10.33 Guaranty Agreement, dated as of July 8, 2021 by Ranger Energy Services, Inc.

in favor of Chief Investments, LLC (incorporated by reference to Exhibit 10.

2 of the Registrant’s Form 10-Q (File No.

in favor of Chief Investments, LLC (incorporated by reference to Exhibit 10.2 of the Registrant’s Form 10-Q (File No.

001-38183) filed with the Commission on July 30, 2021).

6 unchanged sentences

*21.1 List of subsidiaries of Ranger Energy Services, Inc.

*23.1 Consent of BDO USA, LLP

*23.1 Consent of Grant Thornton, LLP

*23.2 Consent of BDO USA, P.C.

*31.1 Certification of Chief Executive Officer Pursuant to Rule 13a‑14(a)/15d‑14(a) of the Securities Exchange Act of 1934

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

*97.1 Ranger Energy Services, Inc.

Clawback Policy

*101.CAL XBRL Calculation Linkbase Document

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Cougle (Principal Financial Officer)

/s/ William M.

Austin Chairman of the Board March 13, 2023

Agee Director March 13, 2023

/s/ Richard E.

/s/ Michael Kearney Chairman of the Board March 5, 2024

Michael Kearney

Agee Director March 5, 2024

3 unchanged sentences

Leykum Director March 5, 2024

/s/ Gerald C.

Cimador Director March 13, 2023

/s/ Michael C.

Kearney Director March 13, 2023

Dunn Director March 13, 2023

/s/ Carla Mashinski Director March 5, 2024

Carla Mashinski

/s/ Sean Woolverton Director March 5, 2024

Sean Woolverton

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