30 unchanged sentences
Other Information
−Removed: (b) During the quarter ended December 31, 2024, no director or officer (as defined in Rule 16a-1(f) under the Act) 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.
+Added: (b) During the quarter ended December 31, 2025, Laura Lee Stewart , a director and the Chief Executive Officer of the Company, established a written trading plan (the “Trading Plan”) with an independent trustee in connection with the administration of a charitable remainder trust (the “CRT”).
+Added: The Trading Plan was adopted on December 10, 2025 in accordance with Rule 10b5-1(c) under the Securities Exchange Act of 1934 and constitutes a “Rule 10b5-1 trading arrangement” as defined in Item 408(a) of Regulation S-K.
+Added: The Trading Plan provides pre-established, non-discretionary instructions for the trustee to sell up to 10,800 shares of the Company’s common stock held in the CRT.
+Added: Under the Trading Plan, the trustee is authorized to execute sales of Company stock on specified dates and, if needed, pursuant to an objective supplemental formula to fund trust distributions, all without direction or influence from Ms.
+Added: The Trading Plan became effective following the expiration of the mandatory cooling-off period required under Rule 10b5-1(c) and is expected to remain in effect until the earlier of (i) the sale of all shares subject to the Trading Plan, (ii) termination of the CRT, (iii) the Company’s delisting or dissolution, or (iii) Ms.
+Added: Stewart’s cessation of service as an officer, director or employee of the Company.
+Added: The arrangement also permits the sale of additional shares that may be contributed to the trust in the future, provided that any such sales are subject to the applicable cooling-off period.
+Added: All transactions under the Trading Plan will be reported, as applicable, on Forms 4 or 5 pursuant to Section 16 of the Exchange Act.
+Added: Stewart has no ability to modify, suspend, or terminate trades under the Trading Plan, except as permitted under Rule 10b5-1(c).
+Added: No other directors or executive officers of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements during the quarter ended December 31, 2025.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
19 unchanged sentences
Information concerning the Company’s insider trading policy is incorporated herein by reference from the Company's definitive proxy statement for its Annual Meeting of Stockholders to be held in May 2026, a copy of which will be filed with the SEC not later than 120 days after the close of the fiscal year.
+Added: Delinquent Section 16(a) Reports
+Added: Information concerning delinquent Section 16(a) reports is incorporated herein by reference from the Company's definitive proxy statement for its Annual Meeting of Stockholders to be held in May 2026, a copy of which will be filed with the SEC not later than 120 days after the close of the fiscal year.
Executive Compensation
18 unchanged sentences
Total 66,704 $ 36.45 437
−Removed: (1) There are no shares available for issuance for stock awards, other than awards of stock options and stock appreciation rights, included in this amount.
+Added: (1) There are 110 shares available for issuance for stock awards, other than awards of stock options and stock appreciation rights, included in this amount.
Certain Relationships and Related Transactions, and Director Independence
5 unchanged sentences
The following are contained in Item 8:
−Removed: Report of Independent Registered Public Accounting Firm (Moss Adams LLP, Everett WA, PCAOB ID:
+Added: Report of Independent Registered Public Accounting Firm (Baker Tilly US, LLP, Everett, WA, PCAOB ID:
Consolidated Balance Sheets at December 31, 2025 and 2024
25 unchanged sentences
10.6 Forms of Incentive Stock Option Agreement , Non-Qualified Stock Option Agreement and Restricted Stock Agreements under the 2008 Equity Incentive Plan (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on January 29, 2009 (File No.
−Removed: Summary of Annual Bonus Plan (incorporated herein by reference to the Quarterly Report on Form 10-Q filed
−Removed: with the SEC on May 14, 2024 (File No.
+Added: Summary of Annual Bonus Plan
Amended and Restated 2013 Equity Incentive Plan (included as Annex A to the Company's proxy statement filed with the SEC on April 12, 2018 and incorporated herein by reference (File No.
14 unchanged sentences
1 to Change in Control Agreement dated August 25, 2021 by and among Sound Financial Bancorp, Inc., Sound Community Bank and Wes Ochs, effective as of October 30, 2024 (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on November 5, 2024 (File No.
−Removed: Insider trading policy and procedures
+Added: Insider trading policy and procedures ( incorporated herein by reference to the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 18, 2025 (File No.
+Added: (001-35633)).
Subsidiaries of Sound Financial Bancorp, Inc.
5 unchanged sentences
Section 1350 Certification
−Removed: Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on March 22, 2024 (File No.
+Added: Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated herein by reference to the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 22, 2024 (File No.
(001-35633)).
9 unchanged sentences
/s/ Laura Lee Stewart
−Removed: Laura Lee Stewart, President and Chief Executive Officer
+Added: Laura Lee Stewart, Chief Executive Officer
(Principal Executive Officer)
/s/ Wesley Ochs
−Removed: Executive Vice President/Chief Strategy Officer and Chief Financial Officer
+Added: President/Chief Financial Officer
(Principal Financial Officer)
6 unchanged sentences
/s/ Laura Lee Stewart /s/ Wesley Ochs
−Removed: Laura Lee Stewart, President, Chief Executive Officer and Director Wesley Ochs, Executive Vice President/Chief Strategy Officer and Chief Financial Officer
+Added: Laura Lee Stewart, Chief Executive Officer and Director Wesley Ochs, President/Chief Financial Officer
(Principal Executive Officer) (Principal Financial Officer)
23 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.