🧾 What This Document Is

This is a DEF 14A, or Proxy Statement, for Steele Bancorp, Inc. (STLE). Think of it as an invitation and a guide for the company's shareholders. It explains what will be voted on at the upcoming annual meeting and provides all the details shareholders need to make informed decisions. The meeting is on May 12, 2026, in Mifflinburg, Pennsylvania.

👉 Why it matters: If you own shares in Steele, this document tells you what your vote is being used for and gives you a deep dive into how the company is run, who runs it, and how they are paid.

🏢 What The Company Does

Steele Bancorp is the holding company for Central Penn Bank & Trust, a community bank based in Mifflinburg, Pennsylvania. It provides typical banking services like loans and deposit accounts to individuals and businesses in its local areas.

👉 Key Context: This is a "smaller reporting company," meaning it has fewer compliance requirements than large corporations. The company recently completed a merger with Northumberland Bancorp in August 2025, which expanded its size and board.

👥 Meet the Board & Leadership

Shareholders are voting to elect four directors to three-year terms. Here are the nominees:

• Timothy J. Apple (60): Business background from Butter-Krust Baking and Sara Lee/Bimbo Bakeries. Active in community boards.
• Richard J. Drzewiecki (66): Real estate appraiser and broker with over 40 years of experience.
• Bradley E. Moyer (59): Information technology expert, currently a Technical Architect at TraceLink Inc.
• J. Todd Troxell (57): Corporate Secretary of Steele and a senior executive at the bank. Former President & CEO of the acquired Northumberland bank.

The Board Chair is J. Donald Steele, Jr. (74), and the CEO is Jeffrey J. Kapsar (59). The board has 12 members, and a majority are considered independent.

💰 Executive Compensation

The proxy details how the top bosses are paid. For 2025, the total compensation for the key executives was:

• CEO Jeffrey J. Kapsar: $519,477
• Corporate Secretary J. Todd Troxell: $509,280
• CFO Thomas C. Graver, Jr.: $316,981

👉 The breakdown: This includes salary, bonuses, contributions to retirement plans (like a 401(k) and an Employee Stock Ownership Plan), and other benefits like life insurance. Notably, the company does not use stock or option awards in its compensation plans. Executives also have employment agreements with specific terms for termination and change-in-control scenarios.

🤝 The Merger Impact

The recent merger with Northumberland Bancorp is a major event reflected throughout this filing.

• It brought several new directors onto the board (Apple, Troxell, Steele, Geise, Kessler, Purdy).
• It introduced new executive officers like J. Todd Troxell.
• Compensation for some directors and executives includes merger-related elements, like a $356,100 signing bonus for Mr. Troxell.

⚖️ The Shareholder Proposals

There are four main items for shareholders to vote on:

1. Elect Four Directors: Vote for Apple, Drzewiecki, Moyer, and Troxell.
2. "Say on Pay": An advisory (non-binding) vote to approve executive compensation. The Board recommends a "FOR" vote.
3. Frequency of "Say on Pay": Vote on how often to hold the "Say on Pay" vote (every 1, 2, or 3 years). The Board recommends voting for every 3 years.
4. Ratify the Auditor: Approve the selection of YHB CPAs and Consultants as the independent accounting firm for 2026. The Board recommends a "FOR" vote.

👉 Why it matters: Your vote directly elects your representatives (the directors) and ratifies the company's choice of accountant. The "Say on Pay" votes, while advisory, give shareholders a voice on executive pay, and the frequency vote sets the rhythm for that feedback.

📦 Financial Oversight & Governance

• Auditor Fees: In 2025, Steele paid YHB CPAs and Consultants $385,500 total ($349k for audit fees, $25k for audit-related, and $11.5k for tax services).
• Board Committees: Key committees include the Audit, Compensation, and Nominating/Governance committees. The Audit Committee, chaired by Robert S. Pierce, oversees financial reporting.
• Ownership: The largest shareholder is J. Donald Steele, Jr., who beneficially owns 406,333 shares, or 11.93% of the company.

⚖️ Big Picture: Strengths & Risks

• 👍 Strengths: Strong local community focus, a recently expanded footprint via merger, and a board with diverse business and banking experience.
• ⚠️ Risks: As a small community bank, it faces intense competition and is sensitive to local economic conditions. The merger integration presents both opportunities and execution risks.

🧠 The Analogy

This proxy statement is like the program for a theater's annual shareholder meeting. It lists all the "actors" (directors and executives), explains their "roles and pay" (compensation), previews the "plot points" (proposals to vote on), and includes a "review of the season's performance" (the audit committee report). Just like a theater-goer reads the program to understand the show better, a shareholder reads this to understand the company they partly own.

📇 Key Contacts & People

• For questions about the annual meeting: Betsy J. Guffey, [email protected], (570) 966-1041
• Corporate Secretary: J. Todd Troxell
• CEO: Jeffrey J. Kapsar
• CFO: Thomas C. Graver, Jr.
• Independent Auditor: YHB CPAs and Consultants

🧩 Final Takeaway

This is the annual "owner's manual" for Steele Bancorp shareholders. The central tasks are to elect four directors and voice your opinion on executive pay and the company's auditor. The shadow of the recent merger with Northumberland Bancorp looms large, influencing the board's composition and leadership structure. Your vote is your direct line of influence on the company's governance.