📋 What This Document Is 📜

This document is Landmark Bancorp, Inc.’s Proxy Statement (DEF 14A). Think of a proxy statement as a mandatory information package that the company sends to all its stockholders before an annual meeting. Its main purpose is to educate you on what decisions the Board of Directors wants you to vote on, giving you all the details necessary to make an informed choice.

The annual meeting is set for Wednesday, May 20, 2026, at 2:00 p.m., central time, at the Kansas State University Alumni Center in Manhattan, Kansas. 👉 The filing also includes the Company’s 2025 annual report, which contains the full consolidated financial statements for both Landmark Bancorp and Landmark National Bank.

🏢 What Landmark Bancorp Does 🏦

Landmark Bancorp, Inc. is a financial institution that provides banking services. The company operates through Landmark Bancorp and its banking subsidiary, Landmark National Bank. Essentially, it manages local financial services, helping individuals and businesses within its community.

The scope of its operations is anchored in the Kansas market. The organization’s commitment to local business is reflected in its location at 701 Poyntz Avenue in Manhattan, Kansas, 66502. The company's operations provide essential banking functions, demonstrating its role as a core financial pillar in its service areas.

📊 2025 Financial Performance Highlights 💹

The annual report highlights a period of strong financial growth for the company in 2025. These metrics show the financial health and operational efficiency of the bank.

• Total Revenue: Grew 17.4% to $68.29 million in 2025. This increase signals that the bank was successfully expanding its core service offerings.
• Net Income: Increased substantially by 44.4% year-over-year, reaching $18.8 million. This large jump demonstrates effective expense management and strong income generation.
• Earnings Per Share (EPS): Rose to $3.07, marking a 42.7% increase from $2.15 in 2024. 👉 This is a key metric showing that the bank's profitability is translating positively for each outstanding share.
• Efficiency Ratio: Improved to 62.7%, down from 69.1% in the prior year. This improvement is excellent news, as it means the bank is generating more profit for every dollar of revenue it handles.
• Loan Growth: Average loans increased by 11.5% (totaling $112.3 million), driven specifically by commercial real estate and residential mortgage production. This indicates the bank is actively facilitating local development and housing markets.
• Non-performing Loans (NPLs): Dropped by 23.8% (or $3.1 million), ending 2025 at $10.0 million. A decrease in NPLs suggests the bank has a healthy, low-risk loan portfolio.
• Total Deposits: Increased by $60.1 million (a 4.5%) to $1.4 billion at year-end. Growing deposits provide the bank with a stable, reliable source of funds to lend and operate with.

🗳️ Annual Meeting Voting Mechanics 🗳️

The Annual Meeting is where shareholders cast their official votes on corporate matters. The board makes the voting process clear, outlining who can vote and how.

The record date—the crucial date to own stock—is April 1, 2026. To vote, you must follow specific instructions:

• Voting Options: You can vote by mailing the enclosed proxy card, by telephone, by internet, or in person.
• Proxy Authority: If you sign and return the proxy card without giving instructions, your shares will be voted "FOR" all listed proposals.
• Brokerage Warning: If your shares are held by a broker or fiduciary (in "street name"), remember that they must receive specific voting instructions from you. Failure to do so may result in a "broker non-vote," which can affect the outcome of certain proposals.

📋 Governance Proposals and Board Actions ⚖️

The annual meeting proposes voting on three critical items that affect the company's structure and governance framework.

• Election of Directors (Proposal 1): Stockholders will vote to elect three Class I directors for a three-year term, expiring in 2029. The board recommends voting "FOR" all nominees.
• Authorized Share Amendment (Proposal 2): Approval is sought to amend the company's Certificate of Incorporation to increase the total number of authorized common shares.
• Auditor Ratification (Proposal 3): Stockholders must vote to ratify the appointment of Forvis Mazars, LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026. 👉 This proposal ensures the company maintains accountability through external auditing.

👥 Director Leadership and Experience 👨‍💼

The directors bring extensive experience across banking, law, and local business management. The Board has ten key directors serving, with the structure ensuring a majority are independent.

• Board Size and Classes: The Board currently has eleven directors. The directors are divided into three classes (I, II, and III) with staggered three-year terms.
• Key Committee Roles:
  • Audit and Risk Committee: Chaired by Mark J. Kohlrus, this committee is responsible for overseeing the financial statements and internal controls. Mr. Kohlrus was found to qualify as an "audit committee financial expert."
  • Compensation Committee: Chaired by Angelia K. Stanland, this committee oversees executive pay, ensuring it is aligned with performance and shareholder interests.
  • Nominating and Governance Committee: Chaired by Wayne R. Sloan, this committee is responsible for identifying and vetting future board nominees.
• Notable Board Members & Expertise:
  • Abigail M. Wendel (CEO/President): Extensive experience, including roles at UMB Bank, N.A. and the Federal Reserve Bank of Kansas City.
  • Patrick L. Alexander (Chairman): Long tenure in the industry, having served as President and CEO of the company's predecessors.
  • David H. Snapp: Brings expertise in law and business running within the Dodge City market.
  • Wayne R. Sloan: Provides deep local knowledge and expertise from running BHS Construction, Inc.

💰 Compensation Structure and Pay Philosophy 📈

The compensation program is designed to attract and retain top talent while linking executive pay directly to the Company’s performance and shareholder return.

The core philosophy emphasizes a mix of fixed (base salary) and variable pay (bonuses/incentives). The Company requires adherence to strict governance rules to manage risk.

• Incentive Programs: The annual incentive opportunity is heavily weighted toward financial performance metrics, specifically net income and Return on Average Assets (ROAA).
• Governance Practices: The Company maintains a robust set of rules to mitigate risk, including:
  • Clawback Policy: Requires the recouping of certain incentive pay if the bank has to restate its financial statements due to material noncompliance.
  • Anti-Hedging Policy: Prohibits executives and directors from engaging in transactions designed to offset a loss in the value of the Company's stock.
  • External Review: The Compensation Committee retains Meridian Compensation Partners to ensure the pay structures are competitive and appropriate for the banking industry.

💵 Executive Compensation Details 💼

The compensation paid to named executive officers (NEOs) is broken down into salaries, bonuses, and incentive pay. The numbers show a substantial increase in total compensation for both key executives from 2024 to 2025, driven by strong operational performance.

Executive	Year	Total Compensation	Primary Driver
Abigail M. Wendel (CEO)	2025	$767,476	Non-Equity Incentive Plan Compensation ($252,000)
	2024	$863,082	Stock Awards ($216,399)
Mark A. Herpich (CFO)	2025	$417,931	Non-Equity Incentive Plan Compensation ($96,838)
	2024	$446,803	Stock Awards ($59,007)

• Comparison of 2025 vs. 2024: While the CEO’s base salary increased significantly (from $360,463 in 2024 to $476,370 in 2025), the overall pay mix shifted from more stock awards in 2024 to a higher emphasis on performance bonuses in 2025.
• CEO Employment Agreement: Ms. Wendel’s agreement is effective as of March 29, 2024, and grants her substantial severance benefits if she leaves the company under certain circumstances, demonstrating the value of her role to the bank.

📜 Director Fees and Payments Details 💰

Directors receive compensation for their service, which is structured through quarterly retainer fees and per-meeting attendance fees.

• Chairman’s Pay: Patrick L. Alexander, the Chairman, received a quarterly retainer of $11,500, significantly more than the standard director retainer (which was $5,750).
• Director Fees: The non-employee director fees paid in 2025 ranged from a low of $15,500 (Michael E. Scheopner) to a high of $39,150 (Mark Kohlrus).
• Deferred Compensation: Landmark Bancorp assumes a deferred compensation agreement for David H. Snapp, maintaining a balance of $30,265 as of December 31, 2025. This account balance adjusts annually based on investment performance.

🧑‍💼 Corporate Officers and Administrative Details 🏛️

This section summarizes the key officers and administrative policies that govern the company.

• Chief Executive Officer: Abigail M. Wendel is the President and Chief Executive Officer, having taken the role effective March 29, 2024.
• Corporate Secretary: Mark A. Herpich has served continuously since October 2001, holding multiple officer roles including Vice President, Secretary, Treasurer, and CFO.
• Conflict Policy: The Company has an Insider Trading Policy and an Anti-Hedging Policy. 👉 These policies are crucial for maintaining market trust and ensuring executives trade company stock legally and ethically.

📅 Where to Find More Information 📞

If you want to follow up, find more details on governance, or participate in voting, use these contacts and resources.

• Company Name: Landmark Bancorp, Inc.
• Address: 701 Poyntz Avenue, Manhattan, Kansas 66502
• Phone: (785) 565-2000
• Website (Governance): www.landmarkbancorpinc.com
• Website (Bank): www.banklandmark.com
• Stockholder Communication: For all shareholder communications, contact the Corporate Secretary, Mark A. Herpich, at the main address or phone number.

🧠 The Analogy 🧱

Understanding a proxy statement is like reading the rulebook for a board game. The proxy statement doesn't tell you how to play the game, but it details every single rule, every available piece (the proposals), and who the players are (the directors). By reading it, you understand the structure of the game, how voting works, and what the stakes are for the company's future.

🧩 Final Takeaway 💡

The bank reported strong 2025 financial growth (Net Income up 44.4%), driven by stable deposits and loan growth. Stockholders must review the three mandatory voting proposals (Directors, Shares, Auditors) and consider the recommendations laid out by the Board.