🧾 What This Document Is

This is a PRELIMINARY PROXY STATEMENT (PRE 14A) from Landmark Bancorp, Inc. Think of it as an "invitation and agenda" for the company's annual shareholder meeting. It’s not the final version—the "PRE" means they’re still giving the SEC a chance to review it before it’s finalized. Its purpose is to give shareholders the information they need to vote on key company decisions.

👉 Why it matters: As a shareholder, this is your instruction manual for having a say in how the company is run. You’re voting on the people in charge and some important company rules.

🏢 What The Company Does

In simple terms, Landmark Bancorp is a regional bank holding company based in Manhattan, Kansas. Its main subsidiary is Landmark National Bank. It provides traditional banking services like taking deposits and making loans to individuals and businesses in Kansas.

👉 Why it matters: Understanding its business as a community bank helps explain its conservative governance and focus on local markets, which influences everything from its board composition to its financial strategy.

📅 The Annual Meeting: What, When & Where

Shareholders are invited to the annual meeting on Wednesday, May 20, 2026, at 2:00 p.m. CT at the Kansas State University Alumni Center in Manhattan, Kansas. The record date to be eligible to vote was April 1, 2026.

There are three main proposals to vote on:

1. Elect three directors to the board (Class I, for a 3-year term).
2. Approve an amendment to increase the number of authorized shares of common stock.
3. Ratify the appointment of Forvis Mazars, LLP as the independent accounting firm for 2026.

👉 Why it matters: These votes directly influence the company's leadership, its financial flexibility, and the oversight of its financial reporting.

👥 Proposal 1: The Board & Who’s Running

The board is divided into three classes with staggered terms. This year, three Class I director seats are up for election. The company is nominating three incumbent directors:

• Angela S. Hurt (Age 50, CEO of a consulting firm)
• David H. Snapp (Age 70, attorney)
• Angelia K. Stanland (Age 62, CEO and HR expert)

One current Class I director, Sarah Hill-Nelson, is stepping down after 15 years of service. Following this election, the board will shrink from 11 to 10 members.

👉 Why it matters: You are voting to retain experienced directors. Notably, Mr. Snapp is not considered "independent" because his law firm does some legal work for the bank, a relationship shareholders should be aware of.

📈 Proposal 2: More Authorized Shares – A Key Request

The company wants to amend its Certificate of Incorporation to increase the number of authorized shares of common stock. The specific number of the new authorized total isn't stated in this excerpt, but this is a standard corporate action.

Why would a company want more shares? It provides flexibility for future needs like:

• Stock dividends or splits.
• Raising capital through stock offerings.
• Acquiring other companies.
• Fulfilling obligations under equity compensation plans.

👉 Why it matters: More authorized shares aren't the same as issuing more shares immediately. It’s like getting permission from shareholders to have more tools in the toolbox for future strategic moves. This vote requires approval from a majority of all outstanding shares.

💰 Proposal 3 & Executive Pay

Auditor Ratification: Shareholders are asked to ratify the Audit Committee's choice of Forvis Mazars, LLP as the independent auditor for 2026. This is a routine "shareholder approval" vote.

Executive Compensation Highlights: The proxy details 2025 pay for the top executives. The big story is strong performance leading to big bonuses.

• CEO Abigail M. Wendel: Total 2025 compensation was $767,476. This included a $252,000 cash bonus (the maximum possible) after the company hit top-tier performance goals. Notably, she received no new equity awards (stock or options) in 2025.
• CFO Mark A. Herpich: Total 2025 compensation was $417,931, also including a strong cash bonus of $96,838.

Performance That Drove Pay:

• Net Income up 44.4% to $18.8 million
• Earnings Per Share up 42.7% to $3.07
• Net Interest Margin improved to 3.86%
• Loan quality improved significantly

👉 Why it matters: The pay structure is heavily tied to short-term financial goals (like net income). The lack of new stock grants in 2025 is interesting—it means executive wealth isn't being directly tied to the stock price this year, though they hold unvested awards from past years.

⚖️ Corporate Governance & Board Committees

The board has three key committees, all with independent members:

• Audit and Risk Committee: Oversees financial reporting and auditors. Chaired by Mark Kohlrus, who is designated as the "audit committee financial expert."
• Compensation Committee: Sets pay for top executives. Uses an independent consultant, Meridian Compensation Partners.
• Nominating and Governance Committee: Finds director candidates and oversees governance policies.

The company has strong governance policies, including a clawback policy (to recover pay if financials are restated) and an anti-hedging policy (preventing executives from betting against the stock).

👉 Why it matters: This structure is designed to provide independent oversight of management. The committees are your board's "working groups" ensuring checks and balances.

🧠 The Analogy

This proxy statement is like the agenda and report card for a school's parent-teacher conference. The board and management (the "teachers") are presenting their report card (2025's strong financial results) and asking the parents (shareholders) to vote on:

1. Keeping the current teachers (electing directors).
2. Approving a bigger budget for future school projects (increasing authorized shares).
3. Hiring the same external tutor for next year (ratifying the auditor).

🧩 Final Takeaway

Landmark Bancorp had a very successful 2025, leading to substantial bonuses for its executives. At this meeting, shareholders are primarily being asked to approve the company's leadership team and give the board more flexibility with its stock. The strong financial performance provides a solid backdrop for these requests, but the increase in authorized shares is the proposal that requires the most thoughtful consideration from investors about the company's future plans.