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Item 9A. Controls and Procedures

2024-12-11 compared with 2023-12-11 · 36 added, 25 removed, 126 unchanged (33% of the section changed)

25 unchanged sentences

Changes in Internal Control

There have been no changes in our internal control over financial reporting (as defined in 13a-15(f) of the Exchange Act) that occurred during the quarter ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than the adoption of Accounting Standards Update 2016-13, Financial Instruments - Credit Losses (Topic 326:

Measurement of Credit Losses on Financial Instruments , there have no changes in our internal control over financial reporting (as defined in 13a-15(f) of the Exchange Act) that occurred during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company continued, however, to implement suggestions from its internal auditor and independent auditor on ways to strengthen existing controls.

8 unchanged sentences

Other Information

Trading Plans

During the quarter ended September 30, 2023, 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.

(b) T rading Plans - During the quarter ended September 30, 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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

6 unchanged sentences

The Company has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.

As of September 30, 2023, the audit committee members were Directors Stoney, Smith and Suter.

As of September 30, 2024, the Audit Committee members were Directors Suter, Smith and Stoney.

Each member of the Audit Committee is independent, as independence is defined for Audit Committee members in the listing standards of The Nasdaq Stock Market LLC.

The Company’s Board of Directors has designated Directors Stoney and Suter as the Audit Committee financial experts, as defined in the SEC’s Regulation S-K.

The Company’s Board of Directors has designated Directors Suter and Stoney as the Audit Committee financial experts, as defined in the SEC’s Regulation S-K.

Additional information concerning the Audit Committee is included in the Company’s Proxy Statement and is incorporated herein by reference.

2 unchanged sentences

The Code of Ethics requires the Company’s officers, directors and employees to maintain the highest standards of professional conduct.

The Company’s Code of Ethics was filed as an exhibit to its Annual Report on Form 10-K for the year ended September 30, 2003 and is available on our website at www.timberlandbank.com.

The Company’s Code of Ethics was filed as an exhibit to

its Annual Report on Form 10-K for the year ended September 30, 2023 and is available on our website at www.timberlandbank.com.

Insider Trading Policy and Procedures

We have adopted insider trading policies and procedures applicable to our directors, officers, and employees, and have implemented processes for the Company, that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the Nasdaq Stock Market listing standards.

A copy of our Insider Trading Policy is filed as Exhibit 19 to this Form 10-K.

Nomination Procedures

1 unchanged sentence

Executive Compensation

The information required by this item is contained under the sections captioned “Executive Compensation” and “Directors’ Compensation” included in the Company’s Proxy Statement and is incorporated herein by reference.

The information required by this item is contained under the sections captioned “Executive Compensation,” “Directors’ Compensation” and “Compensation Discussion and Analysis – Compensation Committee Report” included in the Company’s Proxy Statement and is incorporated herein by reference.

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

10 unchanged sentences

approved by security holders:

2003 Stock Option Plan 15,000 $ 10.10 —

2014 Equity Incentive Plan:

5 unchanged sentences

Total 355,255 $ 25.77 170,431

(1) All shares reported as remaining available for future issuance under the equity compensation plans are available for future grants of restricted stock.

(1) All shares reported as remaining available for future issuance under the equity compensation plans are available for

future grants of restricted stock.

Certain Relationships and Related Transactions, and Director Independence

1 unchanged sentence

Principal Accountant Fees and Services

The information required by this item is contained under the section captioned “Proposal 3 - Ratification of Selection of Independent Auditor” included in the Company’s Proxy Statement and is incorporated herein by reference.

The information required by this item is contained under the section captioned “Proposal 3 - Ratification of Selection of Independent Registered Public Accounting Firm” included in the Company’s Proxy Statement and is incorporated herein by reference.

Exhibits and Financial Statement Schedules

6 unchanged sentences

10.2 Employee Stock Ownership Plan (6)

10.3 2003 Stock Option Plan (7)

10.7 Employment Agreement with Dean J.

10.8 Employment Agreement with Jonathan A.

Fischer ( 8 )

10.9 Employment Agreement with Marci A.

10.10 Employment Agreement with Matthew J.

10.11 Employment Agreement with Todd Van Cise ( 8 )

10.12 Employment Agreement with Breanne D.

10.13 Timberland Bancorp, Inc.

6 unchanged sentences

14 Code of Ethics ( 12 )

15 Compensation Clawback Policy (14)

19 Insider Trading Policies and Procedures

21 Subsidiaries of the Registrant

3 unchanged sentences

32 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

97 Policy Relating to Recovery of Erroneously Awarded Compensation (1 3 )

101 The following materials from Timberland Bancorp, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2024, formatted in Extensible Business Reporting Language (XBRL):

5 unchanged sentences

and (f) Notes to Consolidated Financial Statements

(1) Filed as an exhibit to the Registrant's Registration Statement on Form S-1 (333-35817) and incorporated by reference.

(2) Incorporated by reference to the Registrant’s Current Report on Form 8-K filed August 22, 2023.

104 The cover page from this Annual Report on Form 10-K for the year ended September 30, 2024, formatted in Inline XBRL and contained in Exhibit 101.

(1) Filed as an exhibit to the Registrant's Registration Statement on Form S-1 (333-35817) and incorporated herein by reference.

(2) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed August 22, 2023 and incorporated herein by reference.

(3) Filed as an exhibit to the Registrant's Statement on Form S-1 (333-35817) and incorporated by reference.

(4) Incorporated by reference to the Registrant's Annual Report on Form 10-K for year ended September 30, 2019.

(5) Incorporated by reference to the Registrant's Current Report on Form 8-K filed April 16, 2007.

(6) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1997.

(7) Incorporated by reference to the Registrant's 2004 Annual Meeting Proxy Statement dated December 24, 2003.

(8) Incorporated by reference to the Registrant's Current Report on Form 8-K filed on May 27, 2022.

(9) Incorporated by reference to the Registrant's Annual Report on Form 10-K for year ended September 30, 2023.

(10) Attached as Appendix A to the Registrant's Annual Meeting Proxy Statement filed on December 19, 2014.

(11) Attached as Appendix A to the Registrant's Annual Meeting Proxy Statement filed on December 18, 2019.

(12) Incorporated by reference and included in the Registrant's Registration Statement on Form S-8 (333-240040).

(13) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended September 30, 2003.

(14) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended September 30, 2023.

(4) Incorporated by reference to the Registrant's Annual Report on Form 10-K for year ended September 30, 2019 and incorporated herein by reference.

(5) Filed as an exhibit to the Registrant's Current Report on Form 8-K filed April 16, 2007 and incorporated herein by reference.

(6) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1997 and incorporated herein by reference.

(7) Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on May 27, 2022 and incorporated herein by reference.

(8) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for year ended September 30, 2023 and incorporated herein by reference.

(9) Attached as Appendix A to the Registrant's Annual Meeting Proxy Statement filed on December 19, 2014 and incorporated herein by reference.

(10) Attached as Appendix A to the Registrant's Annual Meeting Proxy Statement filed on December 18, 2019 and incorporated herein by reference.

(11) Filed as exhibits to the Registrant's Registration Statement on Form S-8 (333-240040) and incorporated herein by reference.

(12) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended September 30, 2003 and incorporated herein by reference.

(13) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended September 30, 2023 and incorporated herein by reference.

Form 10-K Summary

20 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.

What changed 10-K

Item 9A. Controls and Procedures