Item 9A. Controls and Procedures
Item
9A. Controls and Procedures
Under
the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial
Officer, the Company has evaluated the effectiveness of its disclosure controls and procedures as required by Exchange Act Rule 13a-15(b)
as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer
have concluded that these disclosure controls and procedures are effective.
(a)
Management’s annual report on internal control over financial reporting.
Management
is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control
over financial reporting is a process that is designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures
that:
● Pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of assets of the Company,
● Provide
reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with GAAP, and that receipts and expenditures are being
made only in accordance with authorizations of management and the Company’s Board of
Directors, and provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the Company’s assets that could have a material
effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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 and procedures may deteriorate.
Management
performed an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024
based on the framework in “Internal Control-Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations
of the Treadway Commission. The objective of this assessment was to determine whether the Company’s internal control over financial
reporting was effective as of December 31, 2024. Based on that assessment management believes that as of December 31, 2024, the Company’s
internal control over financial reporting was effective.
This
annual report on internal control over financial reporting does not include an attestation report of the Company’s registered public
accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company
to provide only management’s report in this annual report.
(b)
Changes in internal control over financial reporting.
There
was no change in the Company’s internal control over financial reporting that occurred in the fourth quarter 2024 that has materially
affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item
9B. Other Information
A
portion of the Company’s directors’ and officers’ compensation is in the form of equity awards and, from time to time,
they may engage in open-market transactions with respect to their Company securities for diversification or other personal reasons. All
such transactions in Company securities by directors and officers must comply with the Company’s Insider Trading Policy, which
requires that transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of
material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers
to prearrange transactions in the Company’s securities in a manner that avoids concerns about initiating transactions while in
possession of material nonpublic information. During the three months ended December 31, 2024, no directors or officers adopted or terminated
a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item
408(a) of Regulation S-K.
118
Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not
applicable
PART
III
Items
10, 11, 12, 13 and 14.
The
information required by these items is incorporated by reference to the Company’s definitive proxy statement relating to its 2025
Annual Meeting of Shareholders. The Company currently anticipates that its definitive proxy statement will be filed with the SEC not
later than 120 days after December 31, 2024, pursuant to Regulation 14A of the Securities and Exchange Act of 1934, as amended.
PART
IV
Item
15. Exhibits, Financial Statement Schedules
(a)(1)
Financial Statements
See
“Index to Consolidated Financial Statements” under Item 8 above.
(a)(2)
Financial Statement Schedules
All
schedules to the consolidated financial statements required by Article 7 of Regulation S-X are not required under the related instructions
or are inapplicable and therefore have been omitted.
(a)(3) Exhibits
The
following Exhibits are filed herewith pursuant to Rule 601 of Regulation S-K or are incorporated by reference to previous filings.
3.1
Amended and Restated Articles of Incorporation (3)
3.2
Amended and Restated Bylaws (5)
4.1
Specimen
Class A Stock Certificate (1)
4.2
Specimen
Class C Stock Certificate (1)
4.3
Specimen
Preferred Stock Certificate and Certificate of Designation of Preferred Stock (1)
10.1
Employee
Stock Ownership Plan, as amended and restated (ESOP) and Trust Agreement (1)
10.2
Amended and Restated 2013 Stock Option and Other Equity Incentive Awards Plan (2)
10.3
Amended and Restated 2014 Director Stock Option Plan (6)
10.4
Employment
Agreement and Extension with Scott M. Quist
10.5
Stock Repurchase Plan (4)
10.6
2022 Equity Incentive Plan (7)
14
Code of Business Conduct and Ethics (5)
19
Insider Trading Policy (7)
20
Clawback Policy (7)
21
Subsidiaries of the Registrant
31.1
Certification pursuant to 18 U.S.C. Section 1350, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification pursuant to 18 U.S.C. Section 1350, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline
XBRL Instance Document
101.SCH
Inline
XBRL Taxonomy Extension Schema Document
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
(1)
Incorporated
by reference from Registration Statement on Form S-1, as filed on June 29, 1987
(2)
Incorporated
by reference from Report on Form 10-Q, as filed on August 15, 2016
(3)
Incorporated
by reference from Report on Form 10-K, as filed on March 31, 2017
(4)
Incorporated
by reference from Report on Form 10-Q, as filed on November 13, 2018
(5)
Incorporated
by reference from Report on Form 10-Q, as filed on May 15, 2019
(6)
Incorporated
by reference from Report on Form 10-Q, as filed on August 14, 2020
(7)
Incorporated by reference from Report on Form 10-K, as filed on March 29, 2024
Item
16. Form 10-K Summary
Not
applicable
119
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
SECURITY
NATIONAL FINANCIAL CORPORATION
Dated:
March 31, 2025
By:
/s/
Scott M. Quist
Scott
M. Quist
Chairman
of the Board, President, and Chief Executive Officer
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 dates indicated:
SIGNATURE
TITLE
DATE
/s/
Scott M. Quist
Chairman
of the Board, President,
March
31, 2025
Scott
M. Quist
and
Chief Executive Officer
(Principal
Executive Officer)
/s/
Garrett S. Sill
Chief
Financial Officer and
March
31, 2025
Garrett
S. Sill
Treasurer
(Principal Financial
and
Accounting Officer)
/s/
Jason G. Overbaugh
Vice
President and Director
March
31, 2025
Jason
G. Overbaugh
/s/
S. Andrew Quist
Vice
President and Director
March
31, 2025
S.
Andrew Quist
/s/
Adam G. Quist
Vice
President and Director
March
31, 2025
Adam
G. Quist
/s/
John L. Cook
Director
March
31, 2025
John
L. Cook
/s/
Gilbert A. Fuller
Director
March
31, 2025
Gilbert
A. Fuller
/s/
Robert G. Hunter
Director
March
31, 2025
Robert
G. Hunter
/s/
Shital A. Mehta
Director
March
31, 2025
Shital
A. Mehta
/s/
H. Craig Moody
Director
March
31, 2025
H.
Craig Moody
120
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.