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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-03-03 · 24 added, 33 removed, 125 unchanged (31% 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 (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.

Our management, under supervision and with the participation of the Chief Executive Officer (Principal Executive Officer) and the 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 Chief Financial Officer (Principal Financial Officer), concluded that our disclosure controls and procedures were effective as of December 31, 2025.

Changes in Internal Control over Financial Reporting

3 unchanged sentences

Our internal control over financial reporting is 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.

All internal controls systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements in the Company’s financial statements, including the possibility of circumvention or overriding of controls.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

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.

As of December 31, 2025, management assessed the effectiveness of our internal control over financial reporting based on criteria for effective internal control over financial reporting established in “Internal Control – Integrated Framework (2013),” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

6 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, 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.

The information required by Paragraphs (a) 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 2026 Annual Meeting of Stockholders (the “Proxy Statement”).

Code of Ethics

17 unchanged sentences

Weighted-average Exercise Price of Outstanding Options (2)

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

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

Equity Compensation Plans Approved by Security Holders

18 unchanged sentences

Notes to 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

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

NAME OF EXHIBIT

8 unchanged sentences

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).

Note Purchase Agreement, dated November 8, 2017, between ServisFirst Bancshares, Inc.

and certain accredited investors (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on November 9, 2017).

Note Purchase Agreement, dated October 21, 2020, between ServisFirst Bancshares, Inc.

14 unchanged sentences

Broughton III dated November 9, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed November 13, 2020.

Endorsement Split-Dollar Agreement with William M.

Foshee dated November 9, 2020 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed November 13, 2020.

Endorsement Split-Dollar Agreement with Rodney E.

Rushing dated November 9, 2020 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed November 13, 2020.

Form of Executive Officer Change in Control Agreement (filed as Exhibit 10 to the Company’s Current Report on Form 8-K dated February 25, 2021).

Form of Executive Officer Change in Control Agreement (incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K dated February 25, 2021).

ServisFirst Bancshares, Inc.

Annual Incentive Plan, effective January 1, 2021 (filed as Exhibit 10 to the Company’s Current Report on Form 8-K dated January 25, 2021)

Annual Incentive Plan, effective January 1, 2021 (incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K dated January 25, 2021)

Form of ServisFirst Bancshares, Inc.

2021 Performance Share Award Agreement (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed April 29, 2021).

2021 Performance Share Award Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed April 29, 2021).

Form of ServisFirst Bancshares, Inc.

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).

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

Letter Agreement, by and between ServisFirst Bank and Henry Abbott, dated as of April 21, 2025 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 6, 2025).

ServisFirst BancShares, Inc.

Insider Trading Compliance Program.

Insider Trading Compliance Program (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K, filed on March 3, 2025).

List of Subsidiaries.

25 unchanged sentences

President and Chief Executive Officer

March 3, 2025

February 26, 2026

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

March 3, 2025

February 26, 2026

Broughton, III

1 unchanged sentence

(Principal Executive Officer)

/s/ Edison K.

Interim Chief Financial Officer

March 3, 2025

Chief Financial Officer

February 26, 2026

(Principal Financial Officer and

Principal Accounting Officer)

March 3, 2025

February 26, 2026

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/ Edison K.

Attorney-in-Fact

March 3, 2025

February 26, 2026

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