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Item 9A. Controls and Procedures

2025-03-03 compared with 2024-03-01 · 39 added, 29 removed, 119 unchanged (36% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, under supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e).

Based upon that evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2023.

Our management, under supervision and with the participation of the Chief Executive Officer (Principal Executive Officer) and the Interim Chief Financial Officer (Principal Financial Officer), evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e).

Based upon that evaluation of these disclosure controls and procedures, the Chief Executive Officer (Principal Executive Officer) and Interim Chief Financial Officer (Principal Financial Officer), concluded that our disclosure controls and procedures were effective as of December 31, 2024.

Changes in Internal Control over Financial Reporting

The Chief Executive Officer and Chief Financial Officer have concluded that there were no changes in our internal control over financial reporting identified in the evaluation of the effectiveness of our disclosure controls and procedures that occurred during the fiscal quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management ’ s Report on Internal Control over Financial Reporting

6 unchanged sentences

Based on the assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, 2024, based on those criteria.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, has been audited by FORVIS, LLP, an independent registered public accounting firm, as stated in their report herein — “Report of Independent Registered Public Accounting Firm.”

Attestation Report of the Registered Public Accounting Firm

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, has been audited by Forvis Mazars, LLP, an independent registered public accounting firm, as stated in their report herein — “Report of Independent Registered Public Accounting Firm.”

OTHER INFORMATION.

2 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information required by Paragraphs (a) and (c) through (g) of Item 401 of Regulation S-K and Item 405 of Regulation S-K is hereby incorporated by reference from our definitive proxy statement to be filed with the Securities and Exchange Commission in connection with our 2024 Annual Meeting of Stockholders (the “Proxy Statement”).

The information required by Paragraphs (a) and (c) through (g) of Item 401 of Regulation S-K, Item 405 of Regulation S-K and Item 408(b) of Regulation S-K is hereby incorporated by reference from our definitive proxy statement to be filed with the Securities and Exchange Commission in connection with our 2025 Annual Meeting of Stockholders (the “Proxy Statement”).

Information regarding the Company’s executive officers is provided in Part I, Item 1 of this Form 10-K.

Code of Ethics

Our Board of Directors has adopted a Code of Ethics that applies to all of our employees, officers and directors.

Our Board of Directors has adopted a Code of Ethics named our Code of Business Conduct and Ethics Policy (“Code of Ethics”) that applies to all of our employees, officers and directors.

The Code of Ethics covers compliance with law;

14 unchanged sentences

Number of Securities To Be Issued Upon Exercise of Outstanding Awards (1)

Weighted-average Exercise Price of Outstanding Awards (2)

Weighted-average Exercise Price of Outstanding Options (2)

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans

7 unchanged sentences

We respond to this Item by incorporating by reference the material responsive to this Item in our definitive proxy statement to be filed with the Securities and Exchange Commission in connection with our 2025 Annual Meeting of Stockholders.

The Independent Registered Public Accounting Firm is FORVIS, LLP (PCAOB Firm ID NO.

The Independent Registered Public Accounting Firm is Forvis Mazars, LLP (PCAOB Firm ID NO.

686 ) located in Tampa, Florida .

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) The following statements are filed as a part of this Annual Report on Form 10-K

The following statements are filed as a part of this Annual Report on Form 10-K

Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements

6 unchanged sentences

Notes to Consolidated Financial Statements

(b) All applicable financial statement schedules required under Regulation S-X have been included in the Notes to the Consolidated Financial Statements.

All applicable financial statement schedules required under Regulation S-X have been included in the Notes to the Consolidated Financial Statements.

The following exhibits are furnished with this Annual Report on Form 10-K

NAME OF EXHIBIT

Restated Certificate of Incorporation as amended (incorporated by reference to Exhibit 3.2 to the Company’ s Quarterly Report on Form 10-Q, filed on August 3, 2023)

Restated Certificate of Incorporation as amended (incorporated by reference to Exhibit 3.02 to the Company's Quarterly Report on Form 10-Q, filed July 29, 2022).

Certificate of Elimination of the Senior-Non Cumulative Perpetual Preferred Stock, Series A (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K/A, filed on June 28, 2016).

1 unchanged sentence

Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 10, filed on March 28, 2008).

Revised Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on September 15, 2008, Commission File No.

Revised Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on September 15, 2008).

Description of Capital Stock (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K, filed on February 25, 2020).

Form of Indenture for Senior Debt Securities (incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-3, filed on August 5, 2024)

Form of Indenture for Subordinated Debt Securities (incorporated by reference to Exhibit 4.6 to the Company's Registration Statement on Form S-3, filed on August 5, 2024).

2009 Amended and Restated Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on March 18, 2014).

28 unchanged sentences

2021 Restricted Stock Award Agreement (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed April 29, 2021).

Separation Agreement, Dated October 31, 2024 by among ServisFirst Bancshares, Inc., ServisFirst Bank and Kirk Pressley (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed on November 6, 2024).

ServisFirst BancShares, Inc.

Insider Trading Compliance Program.

List of Subsidiaries.

Consent of FORVIS, LLP

Clawback Policy (incorporated by reference to Exhibit 97.0 to the Company's Annual Report on Form 10-K, filed on March 1, 2024).

Consent of Forvis Mazars, LLP

Power of Attorney

3 unchanged sentences

Certification of Chief Financial Officer pursuant to 18 U.S.C.

Clawback Policy

Inline XBRL Instance Document

5 unchanged sentences

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

* Filed herewith

** Furnished herewith

# Denotes management contract or compensatory plan or arrangement

Certain exhibits have been omitted pursuant to Item 601(b)(5) of Regulation S-K.

We will furnish the omitted exhibits to the SEC upon request

FORM 10-K SUMMARY

1 unchanged sentence

SERVISFIRST BANCSHARES, INC.

/s/ Thomas A.

Broughton, III

1 unchanged sentence

President and Chief Executive Officer

February 29, 2024

March 3, 2025

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 date indicated.

2 unchanged sentences

Chairman, President, Chief

February 29, 2024

March 3, 2025

Broughton, III

1 unchanged sentence

(Principal Executive Officer)

/s/ William M.

Executive Vice President

February 29, 2024

and Chief Financial Officer

/s/ Edison K.

Interim Chief Financial Officer

March 3, 2025

(Principal Financial Officer and

Principal Accounting Officer)

February 29, 2024

March 3, 2025

Christopher J.

* The undersigned, acting pursuant to a Power of Attorney, has signed this Annual Report on Form 10-K for and on behalf of the persons indicated above as such persons’ true and lawful attorney-in-fact and in their names, places and stated, in the capacities indicated above and on the date indicated below.

/s/ William M.

/s/ Edison K.

Attorney-in-Fact

February 29, 2024

March 3, 2025

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