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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF

 THE
 SECURITIES EXCHANGE ACT OF 1934

 For
fiscal year ended December 31, 2023

 OR

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

 SECURITIES
 EXCHANGE ACT OF 1934

 For
transition period from __________ to ___________

 Commission
File Number 0-33203

BANCORP, INC.

 (Exact
name of Registrant as specified in its charter)

 Delaware

 43-1930755

 (State
 or other jurisdiction of incorporation or organization)

 (I.R.S.
 Employer Identification Number)

 Poyntz Avenue, Manhattan, Kansas

 66502

 (Address
 of principal executive offices)

 (Zip
 Code)

 (785) 565-2000

 (Registrant's
telephone number, including area code)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class:

 Trading
 Symbol(s)

 Name
 of each exchange on which registered:

 Common Stock, par value $0.01 per share

 LARK

 Nasdaq Global Market

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes
 No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

 Yes
 No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 Yes
 No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company

 Emerging
growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 Yes
 No

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the last sales price
of $20.75 quoted on the Nasdaq Global Market on the last business day of the registrant's most recently completed second fiscal
quarter, was approximately $ 81.3 million. On March 27, 2024, the total number of shares of common stock outstanding was 5,468,867.

 DOCUMENTS
INCORPORATED BY REFERENCE

 Portions
of the Proxy Statement for the Annual Meeting of Stockholders of the registrant to be held on May 22, 2024, are incorporated by reference
in Part III hereof, to the extent indicated herein.

BANCORP, INC.

 2023
Form 10-K Annual Report

 Table
of Contents

 ITEM
 1.

 BUSINESS

 ITEM
 1A.

 RISK
 FACTORS

 ITEM
 1B.

 UNRESOLVED
 STAFF COMMENTS

 ITEM
 1C.

 CYBERSECURITY

 ITEM
 2.

 PROPERTIES

 ITEM
 3.

 LEGAL
 PROCEEDINGS

 ITEM
 4.

 MINE
 SAFETY DISCLOSURES

 ITEM
 5.

 MARKET
 FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM
 6.

 [RESERVED]

 ITEM
 7.

 MANAGEMENT'S
 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM
 7A.

 QUANTITATIVE
 AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM
 8.

 FINANCIAL
 STATEMENTS AND SUPPLEMENTARY DATA

 ITEM
 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM
 9A.

 CONTROLS AND PROCEDURES

 ITEM
 9B.

 OTHER INFORMATION

 ITEM
 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM
 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM
 11.

 EXECUTIVE COMPENSATION

 ITEM
 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM
 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM
 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM
 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 ITEM
 16.

 FORM 10-K SUMMARY

 SIGNATURES

 PART
I.

 ITEM
1. BUSINESS

 The
Company

 Landmark
Bancorp, Inc. (the "Company") is a financial holding company that was incorporated under the laws of the State of Delaware
in 2001. Currently, the Company's business consists of the ownership of Landmark National Bank (the "Bank") and Landmark
Risk Management, Inc., which are wholly-owned subsidiaries of the Company. As of December 31, 2023, the Company had approximately $1.6
billion in consolidated total assets.

 The
Company is headquartered in Manhattan, Kansas, and has expanded its geographic presence through opening new branches and acquisitions.
In February 2024, the Bank opened a loan production office in Kansas City, Missouri. On October 1, 2022, the Company completed its acquisition
of Freedom Bancshares, Inc. ("Freedom"), the holding company of Freedom Bank. Freedom Bank was founded in 2006 and operated
out of a single location in Overland Park, Kansas. As of September 30, 2022, Freedom Bank reported total assets of $202.0 million, gross
loans of $118.0 million, and total deposits of $150.4 million. The acquisition was accounted for as a business combination under ASC
805.

 The
Bank has continued to focus on increasing its originations of commercial, commercial real estate and agricultural loans, which management
believes will be more profitable and provide more growth for the Bank than traditional one-to-four family residential real estate lending.
The Bank has grown its one-to-four family residential loan portfolio over the past two years as higher interest rates increased consumer
demand for variable rate loans, which were retained in the Bank's portfolio. Additionally, greater emphasis has been placed on
diversification of the deposit mix through the expansion of core deposit accounts such as checking, savings, and money market accounts.
The Bank has also diversified its geographical markets as a result of its acquisitions and branching opportunities. The Company's
main office is in Manhattan, Kansas. The Company has 31 branch offices in 24 communities across the state of Kansas and one loan production
office in Kansas City, Missouri.

 Landmark
Risk Management, Inc., which was formed and began operations in 2017, is a Nevada-based captive insurance company which provides property
and casualty insurance coverage to the Company and the Bank for which insurance may not be currently available or economically feasible
in the current insurance marketplace. Landmark Risk Management, Inc. is subject to the regulations of the State of Nevada and undergoes
periodic examinations by the Nevada Division of Insurance.

 The
results of operations of the Bank and the Company are dependent primarily upon net interest income and, to a lesser extent, upon other
income derived from sales of one-to-four family residential mortgage loans, loan servicing fees and customer deposit services. Additional
expenses of the Bank include general and administrative expenses such as salaries, employee benefits, federal deposit insurance premiums,
data processing, occupancy and related expenses.

of the Bank are insured by the Deposit Insurance Fund (the "DIF") of the Federal Deposit Insurance Corporation (the "FDIC")
up to the maximum amount allowable under applicable federal laws and regulations. The Bank is regulated by the Office of the Comptroller
of the Currency (the "OCC"), as the chartering authority for national banks, and the FDIC, as the administrator of the DIF.
The Bank is also subject to regulation by the Board of Governors of the Federal Reserve System (the "Federal Reserve") with
respect to reserves required to be maintained against deposits and certain other matters. The Bank is a member of the Federal Reserve
Bank of Kansas City and the Federal Home Loan Bank (the "FHLB") of Topeka.

 The
Company's executive office and the Bank's main office are located at 701 Poyntz Avenue, Manhattan, Kansas 66502. The telephone
number is (785) 565-2000.

 Market
Areas

 The
Bank's primary deposit gathering and lending markets are geographically diversified throughout central, eastern, southeast, and
southwest Kansas. The primary industries within these respective markets are also diverse and dependent upon a wide array of industry
and governmental activity for their economic base. A brief description of the four geographic areas and the communities which the Bank
serves is set forth below.

 Central
region. The central region of the Bank's market area consists of the Bank's locations in Auburn, Junction City, Manhattan,
Osage City, Topeka and Wamego, Kansas and includes the counties of Riley, Geary, Osage, Pottawatomie and Shawnee. The economies are significantly
impacted by employment at Fort Riley Military Base in Junction City and Kansas State University, the second largest university in Kansas,
which is located in Manhattan. Topeka is the capital of Kansas and strongly influenced by the government of the State of Kansas. Topeka
and Manhattan are regional destinations for retail shopping as well as home to regional hospitals. Manhattan was selected as the site
of a new National Bio and Agro-Defense Facility, which has had a significant impact on the regional economy. Additionally, manufacturing
and service industries play a key role within the central Kansas market.

 Eastern
region. The Bank's eastern Kansas branches are located in the communities of Lawrence, Lenexa, Louisburg, Osawatomie, Overland
Park, Paola, Prairie Village and Wellsville, Kansas and Kansas City Missouri. The Bank's Lawrence locations are located in Douglas
County and are significantly impacted by the University of Kansas, the largest university in Kansas. The eastern region is strongly influenced
by the Kansas City metropolitan market, which is the highest growth area in the State of Kansas. The region is influenced by public and
private industries and businesses of all sizes. In addition, housing growth and commercial real estate are major drivers of the region's
economy. The acquisition of Freedom bank in 2022 expanded the Bank's presence in Overland Park and contributed to the growth in
loans and deposits. Panasonic Energy is currently constructing a new lithium-ion battery manufacturing facility in De Soto, Kansas which
is expected to begin production in March 2025. This new plant is projected to have a significant impact on the regional economy in eastern
Kansas.

 Southeast
region. The southeast region of the Bank's market area consists of the Bank's locations in Fort Scott, Iola, Kincaid,
Mound City and Pittsburg, Kansas. Agriculture, oil, and gas are the predominant industries in the southeast Kansas region. Both Fort
Scott and Pittsburg are recognized as regional commercial centers within the southeast region of the state, which attracts small retail
businesses to the region. Additionally, Pittsburg State University and Fort Scott Community College attract a number of individuals from
the surrounding area to live within the communities to participate in educational programs and pursue a degree. Additionally, manufacturing
and service industries play a key role within the southeast Kansas market.

 Southwest
region. The Bank's southwest Kansas branches are located in the communities of Dodge City, Garden City, Great Bend, Hoisington
and LaCrosse, Kansas. Agriculture, oil, and gas are the predominant industries in the southwest Kansas region. Predominant activities
involve crop production, feed lot operations, and food processing. Dodge City is known as the "Cowboy Capital of the World"
and maintains a significant tourism industry. Both Dodge City and Garden City are recognized as regional commercial centers within the
state with small businesses, manufacturing, retail, and service industries having a significant influence upon the local economies. Additionally,
the Dodge City, Garden City and Great Bend communities each have a community college that attracts individuals from the surrounding areas.
Dodge City was selected as the site for a new state-of-the-art cheese and whey processing plant. The manufacturing facility is expected
to be completed in 2024 and projected to have a significant impact on the regional economy.

 Competition

 The
Company faces strong competition both in attracting deposits and making real estate, commercial and other loans. Its most direct competition
for deposits and loans comes from large national and regional banks, local community banks, savings and loan associations, securities
and brokerage companies, mortgage companies, insurance companies, finance companies, money market mutual funds, credit unions, financial
technology (fintech) companies and other non-bank financial service providers located in its principal market areas, including many larger
financial institutions which have greater financial and marketing resources available to them. The ability of the Company to attract
and retain deposits generally depends on its ability to provide a rate of return, service levels, liquidity and risk comparable to or
better than those offered by competing investment opportunities. The Company competes for loans principally through the interest rates
and loan fees it charges and the efficiency and quality of services it provides borrowers.

 Human
Capital Resources

 Employees.
 At December 31, 2023, the Bank had a total of 280 employees (270 full time equivalent employees). The Company has no employees,
although the Company is a party to several employment agreements with executives of the Bank. Employees are provided with a comprehensive
benefits program, including basic and major medical insurance, life and disability insurance, sick leave, and a 401(k) profit sharing
plan. Employees are not represented by any union or collective bargaining group, and the Bank considers its employee relations to be
excellent.

 Diversity,
Equity and Inclusion. The Company believes that a diverse workforce is critical to achieving its strategic goals. The Company
strives to foster a strong and inclusive culture that is committed to delivering extraordinary service to our clients and communities
by meeting the financial needs of families and businesses across Kansas.

 Talent
development and retention. The Company utilizes various processes to recruit employees with values that align with the Company's
vision that Everyone Starts as a Customer and Leaves as a Friend. The long-term success of the Company revolves around the ability
to continue to develop and retain these employees.

 Lending
Activities

 General.
 The Bank strives to provide a full range of financial products and services to small- and medium-sized businesses and to consumers
in each market area it serves. The Bank targets owner-operated businesses and utilizes Small Business Administration (SBA) lending as
a part of its product mix. The Bank has a loan committee for each of its markets, which has authority to approve credits within established
guidelines. Concentrations in excess of those guidelines must be approved by either a corporate loan committee comprised of the Bank's
Chief Executive Officer, the Chief Credit Officer, and other senior commercial lenders or the Bank's board of directors. When lending
to an entity, the Bank generally obtains a guaranty from the principals of the entity. The loan mix is subject to the discretion of the
Bank's board of directors and the demands of the local marketplace.

 The
following is a brief description of each major category of the Bank's lending activity.

 One-to-Four
Family Residential Real Estate Lending. The Bank originates one-to-four family residential real estate loans with both fixed
and variable rates. One-to-four family residential real estate loans are typically priced and originated following underwriting standards
that are consistent with guidelines established by the major buyers in the secondary market. Generally, residential real estate loans
retained in the Bank's loan portfolio have fixed or variable rates with adjustment periods of seven years or less and amortization
periods of typically either 15 or 30 years. A significant portion of these loans prepay prior to maturity. The Bank has no potential
negative amortization loans. While the origination of fixed-rate, one-to-four family residential loans continues to be a key component
of our business, the majority of these loans are sold in the secondary market. One-to-four family residential real estate loans that
exceed 80% of the appraised value of the real estate generally are required, by policy, to be supported by private mortgage insurance,
although on occasion the Bank will retain non-conforming residential loans to known customers at premium pricing. The balances of one-to-four
family residential real estate loans increased as of December 31, 2023 compared to December 31, 2022 primarily due to increasing mortgage
rates, which increased demand for the Bank's variable rate loans. These loans are retained in portfolio and were the primary factor
for the increase in balances during 2022 and 2023. While the Bank retains some of the new fixed rate mortgage loan originations, most
of the new fixed rate mortgage loans continue to be sold.

 Construction
and Land Lending. Loans in this category include loans to facilitate the development of both residential and commercial real
estate. Construction and land loans generally have terms of less than 18 months, and the Bank will retain a security interest in the
borrower's real estate. Construction loans are generally limited, by policy, to 80% of the appraised value of the property. Land
loans are generally limited, by policy, to 65% of the appraised value of the property. The origination of construction and land loans
has not been a primary strategy of the Bank over the past few years to reduce risk in the Bank's loan portfolio. The balances of
construction and land loans decreased as of December 31, 2023 compared to December 31, 2022 primarily due to lower demand from the Bank's
loan customers and lack of the Bank's strategic focus for these types of loans.

Real Estate Lending. Commercial real estate loans, including multi-family loans, generally have amortization periods of 15 or
20 years. Commercial real estate and multi-family loans are generally limited, by policy, to 80% of the appraised value of the property
and are subject to strict underwriting guidelines. Commercial real estate loans are also supported by an analysis demonstrating the borrower's
ability to repay. The Bank continues to focus on generating additional commercial real estate loans, which are part of an overall banking
relationship with the customer, and does not focus on originating transactional type loans where the borrower does not have other financial
relationships with the Bank. This focus results in more owner-occupied commercial real estate loans that are diversified by borrower
type and geography. The Bank monitors the commercial real estate loan portfolio closely for concentrations in loan types as well as the
financial performance of the borrowers. Currently, the Bank has not identified any negative trends related to the commercial real estate
loan portfolio. The Bank's loan growth over the past few years has been driven in large part by commercial real estate loans.

Lending. Commercial loans include loans to service, retail, wholesale and light manufacturing businesses. Commercial loans are
made based on the financial strength and repayment ability of the borrower, as well as the collateral securing the loans. The Bank targets
owner-operated businesses as its customers and makes lending decisions based upon a cash flow analysis of the borrower as well as a collateral
analysis. Accounts receivable loans and loans for inventory purchases are generally on a one-year renewable term, and loans for equipment
generally have a term of seven years or less. The Bank generally takes a blanket security interest in all assets of the borrower. Equipment
loans are generally limited to 75% of the cost or appraised value of the equipment. Inventory loans are generally limited to 50% of the
value of the inventory, and accounts receivable loans are generally limited to 75% of a predetermined eligible base. The Bank continues
to focus its organic growth on generating additional commercial loan relationships, including SBA loans.

 Agriculture
Lending. Agricultural real estate loans generally have amortization periods of 20 years or less, during which time the Bank generally
retains a security interest in the borrower's real estate. The Bank also provides short-term credit for operating loans and intermediate-term
loans for farm product, livestock and machinery purchases and other agricultural improvements. Farm product loans generally have a one-year
term, and machinery, equipment and breeding livestock loans generally have five to seven year terms. Extension of credit is based upon
the borrower's ability to repay, as well as the existence of federal guarantees and crop insurance coverage. These loans are generally
secured by a blanket lien on livestock, equipment, feed, hay, grain and growing crops. Equipment and breeding livestock loans are generally
limited to 75% of appraised value. The Bank continues to focus on generating additional agriculture loan relationships in each of its
market areas.

 Municipal
Lending. Loans to municipalities are generally related to equipment leasing or general fund loans. Terms are generally limited
to 5 years. Equipment leases are generally made for the purchase of municipal assets and are secured by the leased asset. The Bank is
generally not active in the origination of municipal loans and leases; however, the Bank may originate loans or leases for municipalities
in its market area.

and Other Lending. Loans classified as consumer and other loans include automobile, boat, home improvement and home equity loans.
With the exception of home improvement loans and home equity loans, the Bank generally takes a purchase money security interest in collateral
for which it provides the original financing. Home improvement loans and home equity loans are principally secured through second mortgages.
The terms of the loans typically range from one to five years, depending upon the use of the proceeds, and generally range from 75% to
90% of the value of the collateral. The majority of these loans are installment loans with fixed interest rates. Home improvement and
home equity loans are generally secured by a second mortgage on the borrower's personal residence and, when combined with the first
mortgage, limited to 80% of the value of the property unless further protected by private mortgage insurance. Home improvement loans
are generally made for terms of five to seven years with fixed interest rates. Home equity loans are generally made for terms of ten
years on a revolving basis with adjustable monthly interest rates tied to the national prime interest rate. While the Bank primarily
provides consumer loans to its existing customers, consumer lending is not a category the Bank targets for organic growth.

 Loan
Origination and Processing

 Loan
originations are derived from a number of sources. Residential loan originations result from real estate broker referrals, direct solicitation
by the Bank's loan officers, present depositors and borrowers, referrals from builders and attorneys, walk-in customers and, in
some instances, other lenders. Consumer and commercial real estate loan originations generally emanate from many of the same sources.

 Residential
loan applications are underwritten and closed based upon standards which generally meet secondary market guidelines. The loan underwriting
procedures followed by the Bank conform to regulatory specifications and are designed to assess both the borrower's ability to
make principal and interest payments and the value of any assets or property serving as collateral for the loan. Generally, as part of
the process, a loan officer meets with each applicant to obtain the appropriate employment and financial information as well as any other
required loan information. The Bank then obtains reports with respect to the borrower's credit record, and on real estate loans,
orders and reviews an appraisal of any collateral for the loan (prepared for the Bank by an independent appraiser).

 Loan
applicants are notified promptly of the decision of the Bank. Prior to closing any long-term loan, the borrower must provide proof of
fire and casualty insurance on the property serving as collateral, and such insurance must be maintained during the full term of the
loan. Title insurance is required on loans collateralized by real property.

 The
Bank is focusing on the generation of commercial, commercial real estate and agriculture loans to grow and diversify the loan portfolio.
Total gross loans increased during 2023 as a result of the origination of variable rate mortgage loans and loan growth in commercial real estate, commercial
and agriculture loans. The Bank was able to generate loan growth across the geographic markets that it serves, primarily in commercial,
commercial real estate and one-to-four residential real estate loans.

 The
Bank has a diversified deposit base. The deposit base consists of retail, commercial and public fund customers located in the markets
in which the Bank operates. The Bank provides a diverse financial suite of products to its deposit customers and seeks to be the primary
financial service provider for these customers. The Bank considers these deposit relationships to be its core deposit base. If the Bank
requires funding that exceeds these customers' deposit balances, non-core or brokered deposits may be utilized. The balance of
these non-core or brokered deposits at December 31, 2023 was $83.2 million, or 6.3% of total deposits compared to $10.3 million, or 0.8%
of total deposits at December 31,2022.

 In
order for the Bank to attract and retain stable deposit relationships, the Bank offers business cash management solution services to
help local companies better manage their cash flow. The Bank also offers Insured Cash Sweep (ICS) and Certificate of Deposit Agreement Registry Service (CDARS) to provide customers with FDIC insurance coverage
for deposit balances that exceed the insurance limit of $250,000. The ICS accounts are integrated with the Bank's core processor
so transfers can be automated for the Bank's customers. The expertise and experience of the Bank's management coupled with
the latest technology accessed through third party providers enables the Bank to maximize the growth of business-related deposits.

 As
for consumers, deposit growth is driven by a variety of factors including, but not limited to, population growth, bank and non-bank competition,
local bank mergers and consolidations, increases in household income, interest rates, accessibility of location and the sales efforts
of Bank personnel. Time deposits can be attracted and increased by paying an interest rate higher than that offered by competitors, but
are the costliest type of deposit. The most profitable type of deposits are non-interest bearing demand (checking) accounts, which can
be attracted by offering free checking. However, both high interest rates and free checking accounts generate certain expenses for a
bank and the desire to increase deposits must be balanced with the need to be profitable and the extent of banking relationships with
the customers. The deposit services of the Bank are generally comprised of demand deposits, savings deposits, money market deposits,
time deposits and individual retirement accounts.

 Supervision
and Regulation

 General

 FDIC-insured
institutions, like the Bank, their holding companies and their affiliates are extensively regulated under federal law. As a result, our
growth and earnings performance may be affected not only by management decisions and general economic conditions, but also by the requirements
of applicable statutes and by the regulations and policies of various bank regulatory agencies, including our primary regulator, the
Federal Reserve, and the Bank's primary regulator, the OCC, as well as the FDIC, as the insurer of our deposits, and the Consumer
Financial Protection Bureau ("CFPB"), as the regulator of consumer financial services and their providers. Furthermore, taxation
laws administered by the Internal Revenue Service and state taxing authorities, accounting rules developed by the Financial Accounting
Standards Board ("FASB"), securities laws administered by the Securities and Exchange Commission ("SEC") and
state securities authorities, and anti-money laundering laws enforced by the U.S. Department of the Treasury ("Treasury")
have an impact on our business. The effect of these statutes, regulations, regulatory policies and accounting rules are significant to
our operations and results.

 Federal
and state banking laws impose a comprehensive system of supervision, regulation and enforcement on the operations of FDIC-insured institutions,
their holding companies and affiliates that is intended primarily for the protection of the FDIC-insured deposits and depositors of banks,
rather than shareholders. These laws, and the regulations of the bank regulatory agencies issued under them, affect, among other things,
the scope of our business, the kinds and amounts of investments we may make, required capital levels relative to assets, the nature and
amount of collateral for loans, the establishment of branches, our ability to merge, consolidate and acquire, dealings with the Company's
and the Bank's insiders and affiliates and our payment of dividends. In reaction to the global financial crisis and particularly
following passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), we experienced
heightened regulatory requirements and scrutiny. Although the reforms primarily targeted systemically significant financial service providers,
their influence filtered down in varying degrees to community banks over time and caused our compliance and risk management processes,
and the costs thereof, to increase. The Economic Growth, Regulatory Relief and Consumer Protection Act of 2018 ("Regulatory Relief
Act") eliminated questions about the applicability of certain Dodd-Frank Act reforms to community bank systems, including relieving
us of any requirement to engage in mandatory stress tests, maintain a risk committee or comply with the Volcker Rule's complicated
prohibitions on proprietary trading and ownership of private funds. These reforms have been favorable to our operations.

 The
supervisory framework for U.S. banking organizations subjects banks and bank holding companies to regular examination by their respective
regulatory agencies, which results in examination reports and ratings that are not publicly available and that can impact the conduct
and growth of their business. These examinations consider not only compliance with applicable laws and regulations, but also capital
levels, asset quality and risk, management ability and performance, earnings, liquidity, and various other factors. The regulatory agencies
generally have broad discretion to impose restrictions and limitations on the operations of a regulated entity where the agencies determine,
among other things, that such operations are unsafe or unsound, fail to comply with applicable law or are otherwise inconsistent with
laws and regulations.

 The
following is a summary of the material elements of the supervisory and regulatory framework applicable to the Company and the Bank. It
does not describe all of the statutes, regulations and regulatory policies that apply, nor does it restate all of the requirements of
those that are described. The descriptions are qualified in their entirety by reference to the particular statutory and regulatory provision.

 The
Role of Capital

 Regulatory
capital represents the net assets of a banking organization available to absorb losses. Because of the risks attendant to their business,
FDIC-insured institutions are generally required to hold more capital than other businesses, which directly affects our earnings capabilities.
Although capital has historically been one of the key measures of the financial health of both bank holding companies and banks, its
role became fundamentally more important in the wake of the global financial crisis, as the banking regulators recognized that the amount
and quality of capital held by banks prior to the crisis was insufficient to absorb losses during periods of severe stress.

 Capital
Levels. Banks have been required to hold minimum levels of capital based on guidelines established by the bank regulatory agencies
since 1983. The minimums have been expressed in terms of ratios of "capital" divided by "total assets". The capital
guidelines for U.S. banks beginning in 1989 have been based upon international capital accords (known as "Basel" rules) adopted
by the Basel Committee on Banking Supervision, a committee of central banks and bank supervisors that acts as the primary global standard-setter
for prudential regulation, as implemented by the U.S. bank regulatory agencies on an interagency basis. The accords recognized that bank
assets for the purpose of the capital ratio calculations needed to be risk weighted (the theory being that riskier assets should require
more capital) and that off-balance sheet exposures needed to be factored in the calculations. Following the global financial crisis,
the Group of Governors and Heads of Supervision, the oversight body of the Basel Committee on Banking Supervision, announced agreement
on a strengthened set of capital requirements for banking organizations around the world, known as Basel III, to address deficiencies
recognized in connection with the global financial crisis.

 The
Basel III Rule. The Unites States bank regulatory agencies adopted the Basel III regulatory capital reforms, and, at the same
time, effected changes required by the Dodd-Frank Act, in regulations that were effective (with certain phase-ins) in 2015. Basel III,
or the "Basel III Rule", established capital standards for banks and bank holding companies that are meaningfully more stringent
than those in place previously: it increased the required quantity and quality of capital; and it required a more complex, detailed and
calibrated assessment of risk in the calculation of risk weightings. The Basel III Rule is applicable to all banking organizations that
are subject to minimum capital requirements, including federal and state banks and savings and loan associations, as well as to holding
companies, other than "small bank holding companies" (generally certain holding companies with consolidated assets of less
than $3 billion, which includes us) and certain qualifying banking organizations that may elect a simplified framework (which we have
not done). Thus, only the Bank is currently subject to the Basel III Rule as described below.

 Not
only did the Basel III Rule increase most of the required minimum capital ratios in effect prior to January 1, 2015, but, in requiring
that forms of capital be of higher quality to absorb loss, it introduced the concept of Common Equity Tier 1 Capital, which consists
primarily of common stock, related surplus (net of Treasury stock), retained earnings, and Common Equity Tier 1 minority interests subject
to certain regulatory adjustments. The Basel III Rule also changed the definition of capital by establishing more stringent criteria
that instruments must meet to be considered Additional Tier 1 Capital (primarily non-cumulative perpetual preferred stock that meets
certain requirements) and Tier 2 Capital (primarily other types of preferred stock and subordinated debt, subject to limitations). The
Basel III Rule also constrained the inclusion of minority interests, mortgage-servicing assets, and deferred tax assets in capital and
required deductions from Common Equity Tier 1 Capital in the event that such assets exceeded a percentage of a banking institution's
Common Equity Tier 1 Capital.

 The
Basel III Rule required minimum capital ratios as of January 1, 2015, as follows:

 A
 ratio of Common Equity Tier 1 Capital equal to 4.5% of risk-weighted assets;

 A
 ratio of Tier 1 Capital equal to 6% of risk-weighted assets;

 A
 continuation of the minimum required amount of Total Capital (Tier 1 plus Tier 2) at 8% of
 risk-weighted assets; and

 A
 leverage ratio of Tier 1 Capital to total quarterly average assets equal to 4% in all circumstances.

 In
addition, institutions that wish to make capital distributions (including for dividends and repurchases of stock) and pay discretionary
bonuses to executive officers without restriction must also maintain 2.5% in Common Equity Tier 1 Capital attributable to a capital conservation
buffer. The purpose of the conservation buffer is to ensure that banking institutions maintain a buffer of capital that can be used to
absorb losses during periods of financial and economic stress. Factoring in the conservation buffer increases the minimum ratios depicted
above to 7% for Common Equity Tier 1 Capital, 8.5% for Tier 1 Capital and 10.5% for Total Capital.

 Well-Capitalized
Requirements. The ratios described above are minimum standards in order for banking organizations to be considered "adequately
capitalized." Bank regulatory agencies uniformly encourage banks to hold more capital and be "well-capitalized" and,
to that end, federal law and regulations provide various incentives for banking organizations to maintain regulatory capital at levels
in excess of minimum regulatory requirements. For example, a banking organization that is well-capitalized may: (i) qualify for exemptions
from prior notice or application requirements otherwise applicable to certain types of activities; (ii) qualify for expedited processing
of other required notices or applications; and (iii) accept, roll-over or renew brokered deposits. Higher capital levels could also be
required if warranted by the particular circumstances or risk profiles of individual banking organizations. For example, the Federal
Reserve's capital guidelines contemplate that additional capital may be required to take adequate account of, among other things,
interest rate risk, or the risks posed by concentrations of credit, nontraditional activities or securities trading activities. Further,
any banking organization experiencing or anticipating significant growth would be expected to maintain capital ratios, including tangible
capital positions ( i.e., Tier 1 Capital less all intangible assets), well above the minimum levels.

 Under
the capital regulations of the OCC for the Bank, in order to be well-capitalized, we must maintain:

 A
 Common Equity Tier 1 Capital ratio to risk-weighted assets of 6.5% or more;

 A
 ratio of Tier 1 Capital to total risk-weighted assets of 8% or more;

 A
 ratio of Total Capital to total risk-weighted assets of 10% or more; and

 A
 leverage ratio of Tier 1 Capital to total adjusted average quarterly assets of 5% or greater.

 It
is possible under the Basel III Rule to be well-capitalized while remaining out of compliance with the capital conservation buffer discussed
above.

 As
of December 31, 2023: (i) the Bank was not subject to a directive from the OCC to increase its capital and (ii) the Bank was well-capitalized,
as defined by OCC regulations.

 Prompt
Corrective Action. The concept of being "well-capitalized" is part of a regulatory regime that provides the federal
banking regulators with broad power to take "prompt corrective action" to resolve the problems of undercapitalized institutions
based on the capital level of each particular institution. The extent of the regulators' powers depends on whether the institution
in question is "adequately capitalized," "undercapitalized," "significantly undercapitalized" or
"critically undercapitalized," in each case as defined by regulation. Depending upon the capital category to which an institution
is assigned, the regulators' corrective powers include: (i) requiring the institution to submit a capital restoration plan; (ii)
limiting the institution's asset growth and restricting its activities; (iii) requiring the institution to issue additional capital
stock (including additional voting stock) or to sell itself; (iv) restricting transactions between the institution and its affiliates;
(v) restricting the interest rate that the institution may pay on deposits; (vi) ordering a new election of directors of the institution;
(vii) requiring that senior executive officers or directors be dismissed; (viii) prohibiting the institution from accepting deposits
from correspondent banks; (ix) requiring the institution to divest certain subsidiaries; (x) prohibiting the payment of principal or
interest on subordinated debt; and (xi) ultimately, appointing a receiver for the institution.

 Community
Bank Capital Simplification. Community banks have long raised concerns with bank regulators about the regulatory burden, complexity,
and costs associated with certain provisions of the Basel III Rule. In response, Congress provided an "off-ramp" for institutions,
like us, with total consolidated assets of less than $10 billion. Section 201 of the Regulatory Relief Act instructed the federal banking
regulators to establish a single "Community Bank Leverage Ratio" ("CBLR") of between 8 and 10%. Under the final
rule, a community banking organization is eligible to elect the new framework if it has: less than $10 billion in total consolidated
assets, limited amounts of certain assets and off-balance sheet exposures, and a CBLR greater than 9%. We may elect the CBLR framework
at any time but have not currently determined to do so.

 Supervision
and Regulation of the Company

 General.
 The Company, as the sole shareholder of the Bank, is a bank holding company. As a bank holding company, we are registered with,
and subject to regulation, supervision and enforcement by, the Federal Reserve under the Bank Holding Company Act of 1956, as amended
(the "BHCA"). We are legally obligated to act as a source of financial and managerial strength to the Bank and to commit
resources to support the Bank in circumstances where we might not otherwise do so. Under the BHCA, we are subject to periodic examination
by the Federal Reserve and is required to file with the Federal Reserve periodic reports of our operations and such additional information
regarding the Company and the Bank as the Federal Reserve may require.

 Acquisitions
and Activities. The primary purpose of a bank holding company is to control and manage banks. The BHCA generally requires the
prior approval of the Federal Reserve for any merger involving a bank holding company or any acquisition by a bank holding company of
another bank or bank holding company. Subject to certain conditions (including deposit concentration limits established by the BHCA),
the Federal Reserve may allow a bank holding company to acquire banks located in any state of the United States. In approving interstate
acquisitions, the Federal Reserve is required to give effect to applicable state law limitations on the aggregate amount of deposits
that may be held by the acquiring bank holding company and its FDIC-insured institution affiliates in the state in which the target bank
is located (provided that those limits do not discriminate against out-of-state institutions or their holding companies) and state laws
that require that the target bank have been in existence for a minimum period of time (not to exceed five years) before being acquired
by an out-of-state bank holding company. Furthermore, in accordance with the Dodd-Frank Act, bank holding companies must be well-capitalized
and well-managed in order to effect interstate mergers or acquisitions. For a discussion of the capital requirements, see "The
Role of Capital" above.

 The
BHCA generally prohibits the Company from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any
company that is not a bank and from engaging in any business other than that of banking, managing and controlling banks or furnishing
services to banks and their subsidiaries. This general prohibition is subject to a number of exceptions. The principal exception allows
bank holding companies to engage in, and to own shares of companies engaged in, certain businesses found by the Federal Reserve prior
to November 11, 1999 to be "so closely related to banking... as to be a proper incident thereto." This authority would permit
the Company to engage in a variety of banking-related businesses, including the ownership and operation of a savings association, or
any entity engaged in consumer finance, equipment leasing, the operation of a computer service bureau (including software development)
and mortgage banking and brokerage services. The BHCA does not place territorial restrictions on the domestic activities of nonbank subsidiaries
of bank holding companies.

 Additionally,
bank holding companies that meet certain eligibility requirements prescribed by the BHCA and elect to operate as financial holding companies
may engage in, or own shares in companies engaged in, a wider range of nonbanking activities, including securities and insurance underwriting
and sales, merchant banking and any other activity that the Federal Reserve, in consultation with the Secretary of the Treasury, determines
by regulation or order is financial in nature or incidental to any such financial activity or that the Federal Reserve determines by
order to be complementary to any such financial activity, as long as the activity does not pose a substantial risk to the safety or soundness
of FDIC-insured institutions or the financial system generally. We elected to operate as a financial holding company in May, 2017. In
order to maintain our status as a financial holding company, both the Company and the Bank must be well-capitalized, well-managed, and
the Bank must have at least a satisfactory CRA rating. If the Federal Reserve determines that either we or the Bank is not well-capitalized
or well-managed, the Federal Reserve will provide a period of time in which to achieve compliance, but during the period of noncompliance,
the Federal Reserve may place any limitations on us that it deems appropriate. Furthermore, if non-compliance is based on the failure
of the Bank to achieve a satisfactory CRA rating, we would not be able to commence any new financial activities or acquire a company
that engages in such activities.

 Change
in Control. Federal law prohibits any person or company from acquiring "control" of an FDIC-insured depository institution
or its holding company without prior notice to the appropriate federal bank regulator. "Control" is conclusively presumed
to exist upon the acquisition of 25% or more of the outstanding voting securities of a bank or bank holding company, but may arise under
certain circumstances between 10% and 24.99% ownership.

 Capital
Requirements. Because we are a small bank holding company, we are not required to file consolidated financial reports with the
Bank. For a discussion of capital requirements generally, see "—the "Role of Capital" above.

 Dividend
Payments. Our ability to pay dividends to shareholders may be affected by both general corporate law considerations and policies
of the Federal Reserve applicable to bank holding companies. As a Delaware corporation, we are subject to the limitations of the
Delaware General Corporation Law (the "DGCL"). The DGCL allows us to pay dividends only out of its surplus (as defined and
computed in accordance with the provisions of the DGCL) or if we have no such surplus, out of its net profits for the fiscal year in
which the dividend is declared and/or the preceding fiscal year.

 As
a general matter, the Federal Reserve has indicated that the board of directors of a bank holding company should eliminate, defer or
significantly reduce dividends to shareholders if: (i) the company's net income available to shareholders for the past four quarters,
net of dividends previously paid during that period, is not sufficient to fully fund the dividends; (ii) the prospective rate of earnings
retention is inconsistent with the company's capital needs and overall current and prospective financial condition; or (iii) the
company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios. The Federal Reserve also possesses
enforcement powers over bank holding companies and their nonbank subsidiaries to prevent or remedy actions that represent unsafe or unsound
practices or violations of applicable statutes and regulations. Among these powers is the ability to proscribe the payment of dividends
by banks and bank holding companies. In addition, under the Basel III Rule, institutions that wish to pay dividends have to maintain
2.5% in Common Equity Tier 1 Capital attributable to the capital conservation buffer. See "—The Role of Capital" above.

 Monetary
Policy. The monetary policy of the Federal Reserve has a significant effect on the operating results of financial or bank holding
companies and their subsidiaries, and this is evidenced in its reaction to the COVID-19 pandemic. Among the tools available to the Federal
Reserve to affect the money supply are open market transactions in U.S. government securities and changes in the discount rate on bank
borrowings. These means are used in varying combinations to influence overall growth and distribution of bank loans, investments and
deposits, and their use may affect interest rates charged on loans or paid on deposits.

 Federal
Securities Regulation. Our common stock will be registered with the SEC under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") as a result of the offering. Consequently, we will be subject to the information, proxy solicitation,
insider trading and other restrictions and requirements of the SEC under the Exchange Act.

 Corporate
Governance. The Dodd-Frank Act addressed many investor protection, corporate governance and executive compensation matters that
will affect most U.S. publicly traded companies. It increased stockholder influence over boards of directors by requiring companies to
give stockholders a nonbinding vote on executive compensation and so-called "golden parachute" payments, and authorizing
the SEC to promulgate rules that would allow stockholders to nominate and solicit voters for their own candidates using a company's
proxy materials. The legislation also directed the Federal Reserve to promulgate rules prohibiting excessive compensation paid to executives
of bank holding companies, regardless of whether such companies are publicly traded.

 Supervision
and Regulation of the Bank

 General.
 The Bank is a national bank, chartered by the OCC under the National Bank Act. The deposit accounts of the Bank are insured by
the DIF to the maximum extent provided under federal law and FDIC regulations, currently $250,000 per insured depositor category, and
the Bank is a member of the Federal Reserve System. As a national bank, the Bank is subject to the examination, supervision, reporting
and enforcement requirements of the OCC, the chartering authority for national banks. The Bank is subject to that authority and is examined
by the OCC. The FDIC, as administrator of the DIF, also has regulatory authority over the Bank.

 Deposit
Insurance. As an FDIC-insured institution, the Bank is required to pay deposit insurance premium assessments to the FDIC. The
FDIC has adopted a risk-based assessment system whereby FDIC-insured institutions pay insurance premiums at rates based on their risk
classification. For institutions like the Bank that are not considered large and highly complex banking organizations, assessments are
now based on examination ratings and financial ratios. The total base assessment rates currently range from 2.5 basis points to 32 basis
points. At least semi-annually, the FDIC updates its loss and income projections for the DIF and, if needed, increases or decreases the
assessment rates, following notice and comment on proposed rulemaking.

 At
least semi-annually, the FDIC updates its loss and income projections for the DIF and, if needed, increases or decreases the assessment
rates, following notice and comment on proposed rulemaking. For this purpose, the reserve ratio is the DIF balance divided by estimated
insured deposits. In response to the global financial crisis, the Dodd-Frank Act increased the minimum reserve ratio from 1.15% to 1.35%
of the estimated amount of total insured deposits. In the semiannual update in June 2022, the FDIC projected that the reserve ratio was
at risk of not reaching the statutory minimum of 1.35 % by September 30, 2028, the statutory deadline. Based on this update, the FDIC
approved an increase in initial base deposit insurance assessment rate schedules by two basis points, applicable to all insured depository
institutions. The increase was effective on January 1, 2023, applicable to the first quarterly assessment period of the 2023 assessment
(January 1 through March 31, 2023).

 In
addition, because the total cost of the failures of Silicon Valley Bank and Signature Bank was approximately $16.3 billion, the FDIC
adopted a special assessment for banks having deposits above $5 billion, at an annual rate of 13.4 basis points beginning with the first
quarterly assessment period of 2024 (January 1 through March 31, 2024) with an invoice payment date of June 28, 2024, and will continue
to collect special assessments for an anticipated total of eight quarterly assessment periods. The base for the special assessment is
equal to an insured depository institution's estimated uninsured deposits for the December 31, 2022 reporting period, adjusted
to exclude the first $5 billion in estimated uninsured deposits. Because the Bank's uninsured deposits at December 31, 2023 were
less than $5 billion, this special assessment does not apply.

 Supervisory
Assessments. National banks are required to pay supervisory assessments to the OCC to fund the operations of the OCC. The amount
of the assessment is calculated using a formula that considers the bank's size and its supervisory condition. During the year ended
December 31, 2023, the Bank paid supervisory assessments to the OCC totaling $201,000.

 Capital
Requirements. Banks are generally required to maintain capital levels in excess of other businesses. For a discussion of capital
requirements, see "—The Role of Capital" above.

 Liquidity
Requirements. Liquidity is a measure of the ability and ease with which bank assets may be converted to meet financial obligations
such as deposits or other funding sources. Banks are required to implement liquidity risk management frameworks that ensure they maintain
sufficient liquidity, including a cushion of unencumbered, high quality liquid assets, to withstand a range of stress events. The level
and speed of deposit outflows contributing to the failures of Silicon Valley Bank, Signature Bank and First Republic Bank in the first
half of 2023 was unprecedented and contributed to acute liquidity and funding strain. These events have further underscored the importance
of liquidity risk management and contingency funding planning by insured depository institutions like the Bank.

 The
primary role of liquidity risk management is to: (i) prospectively assess the need for funds to meet financial obligations; and (ii)
ensure the availability of cash or collateral to fulfill those needs at the appropriate time by coordinating the various sources of funds
available to the institution under normal and stressed conditions. Basel III includes a liquidity framework that requires the largest
insured institutions to measure their liquidity against specific liquidity tests. One test, referred to as the Liquidity Coverage Ratio,
or LCR, is designed to ensure that the banking entity has an adequate stock of unencumbered high-quality liquid assets that can be converted
easily and immediately in private markets into cash to meet liquidity needs for a 30-calendar day liquidity stress scenario. The other
test, known as the Net Stable Funding Ratio, or NSFR, is designed to promote more medium- and long-term funding of the assets and activities
of FDIC-insured institutions over a one-year horizon. These tests provide an incentive for banks and holding companies to increase their
holdings in Treasury securities and other sovereign debt as a component of assets, increase the use of long-term debt as a funding source
and rely on stable funding like core deposits (in lieu of brokered deposits). Although these tests do not, and will not, apply to the
Bank, we continue to review our liquidity risk management policies in light of regulatory requirements and industry developments.

 Dividend
Payments. The primary source of funds for the Company is dividends from the Bank. Under the National Bank Act, a national bank
may pay dividends out of its undivided profits in such amounts and at such times as the bank's board of directors deems prudent.
Without prior OCC approval, however, a national bank may not pay dividends in any calendar year that, in the aggregate, exceed the bank's
year-to-date net income plus the bank's retained net income for the two preceding years. The payment of dividends by any FDIC-insured
institution is affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations,
and an FDIC-insured institution generally is prohibited from paying any dividends if, following payment thereof, the institution would
be undercapitalized. As described above, the Bank exceeded its capital requirements under applicable guidelines as of December 31, 2023.
Notwithstanding the availability of funds for dividends, however, the OCC may prohibit the payment of dividends by the Bank if it determines
such payment would constitute an unsafe or unsound practice. In addition, under the Basel III Rule, institutions that wish to pay dividends
have to maintain 2.5% in Common Equity Tier 1 Capital attributable to the capital conservation buffer. See "—The Role of
Capital" above.

 Insider
Transactions. The Bank is subject to certain restrictions imposed by federal law on "covered transactions" between
the Bank and its "affiliates." The Company is an affiliate of the Bank for purposes of these restrictions, and covered transactions
subject to the restrictions include extensions of credit to the Company, investments in the stock or other securities of the Company
and the acceptance of the stock or other securities of the Company as collateral for loans made by the Bank. The Dodd-Frank Act enhanced
the requirements for certain transactions with affiliates, including an expansion of the definition of "covered transactions"
and an increase in the amount of time for which collateral requirements regarding covered transactions must be maintained.

 Certain
limitations and reporting requirements are also placed on extensions of credit by the Bank to its directors and officers, to directors
and officers of the Company and its subsidiaries, to principal shareholders of the Company and to "related interests" of
such directors, officers and principal shareholders. In addition, federal law and regulations may affect the terms on which any person
who is a director or officer of the Company or the Bank, or a principal shareholder of the Company, may obtain credit from banks with
which the Bank maintains a correspondent relationship.

 Safety
and Soundness Standards/Risk Management. FDIC-insured institutions are expected to operate in a safe and sound manner. The federal
banking agencies have adopted operational and managerial standards to promote the safety and soundness of such institutions that address
internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset
growth, compensation, fees and benefits, asset quality and earnings.

 In
general, the safety and soundness standards prescribe the goals to be achieved in each area, and each institution is responsible for
establishing its own procedures to achieve those goals. If an institution fails to operate in a safe and sound manner, the FDIC-insured
institution's primary federal regulator may require the institution to submit a plan for achieving and maintaining compliance.
If an FDIC-insured institution fails to submit an acceptable compliance plan, or fails in any material respect to implement a compliance
plan that has been accepted by its primary federal regulator, the regulator is required to issue an order directing the institution to
cure the deficiency. Until the deficiency cited in the regulator's order is cured, the regulator may restrict the FDIC-insured
institution's rate of growth, require the FDIC-insured institution to increase its capital, restrict the rates that the institution
pays on deposits or require the institution to take any action that the regulator deems appropriate under the circumstances. Operating
in an unsafe or unsound manner will also constitute grounds for other enforcement action by the federal bank regulatory agencies, including
cease and desist orders and civil money penalty assessments.

 During
the past decade, the bank regulatory agencies have increasingly emphasized the importance of sound risk management processes and strong
internal controls when evaluating the activities of the FDIC-insured institutions they supervise. Properly managing risk has been identified
as critical to the conduct of safe and sound banking activities and has become even more important as new technologies, product innovation,
and the size and speed of financial transactions have changed the nature of banking markets. The agencies have identified a spectrum
of risks facing a banking institution including, but not limited to, credit, market, liquidity, operational, legal and reputational risk.
The key risk themes identified for 2024 are discussed under "—Risk Factors." The Bank is expected to have active board
and senior management oversight; adequate policies, procedures and limits; adequate risk measurement, monitoring and management information
systems; and comprehensive internal controls.

 Privacy
and Cybersecurity. The Bank is subject to many U.S. federal and state laws and regulations governing requirements for maintaining
policies and procedures to protect non-public confidential information of their customers. These laws require the Bank to periodically
disclose its privacy policies and practices relating to sharing such information and permit consumers to opt out of their ability to
share information with unaffiliated third parties under certain circumstances. They also impact the Bank's ability to share certain
information with affiliates and non-affiliates for marketing and/or non-marketing purposes, or to contact customers with marketing offers.
In addition, as a part of its operational risk mitigation, the Bank is required to implement a comprehensive information security program
that includes administrative, technical, and physical safeguards to ensure the security and confidentiality of customer records and information
and to require the same of its service providers. These security and privacy policies and procedures are in effect across all business
lines and geographic locations.

 Risks
and exposures related to cybersecurity require financial institutions to design multiple layers of security controls to establish lines
of defense and to ensure that their risk management processes also address the risk posed by compromised customer credentials, including
security measures to reliably authenticate customers accessing internet-based services of the financial institution. Bank management
is expected to maintain sufficient business continuity planning processes to ensure the rapid recovery, resumption and maintenance of
the institution's operations after a cyber-attack involving destructive malware.

 Branching
Authority. National banks headquartered in Kansas, such as the Bank, have the same branching rights in Kansas as banks chartered
under Kansas law, subject to OCC approval. Kansas law grants Kansas-chartered banks the authority to establish branches anywhere in the
State of Kansas, subject to receipt of all required regulatory approvals. The Dodd-Frank Act permits well-capitalized and well-managed
banks to establish new branches across state lines without legal impediments. However, while Federal law permits state and national banks
to merge with banks in other states, such mergers are subject to: (i) regulatory approval; (ii) federal and state deposit concentration
limits; and (iii) state law limitations requiring the merging bank to have been in existence for a minimum period of time (not to exceed
five years) prior to the merger.

 Financial
Subsidiaries. Under federal law and OCC regulations, national banks are authorized to engage, through "financial subsidiaries,"
in any activity that is permissible for a financial holding company and any activity that the Secretary of the Treasury, in consultation
with the Federal Reserve, determines is financial in nature or incidental to any such financial activity, except (i) insurance underwriting,
(ii) real estate development or real estate investment activities (unless otherwise permitted by law), (iii) insurance company portfolio
investments and (iv) merchant banking. The authority of a national bank to invest in a financial subsidiary is subject to a number of
conditions, including, among other things, requirements that the bank must be well-managed and well-capitalized (after deducting from
capital the bank's outstanding investments in financial subsidiaries). The Bank has not applied for approval to establish any financial
subsidiaries.

 Community
Reinvestment Act Requirements. The CRA requires the Bank to have a continuing and affirmative obligation in a safe and sound
manner to help meet the credit needs of its entire community, including low- and moderate-income neighborhoods. Federal regulators regularly
assess the Bank's record of meeting the credit needs of its communities. Applications for additional acquisitions would be affected
by the evaluation of the Bank's effectiveness in meeting its CRA obligations.

 On
October 24, 2023, the bank regulatory agencies issued a final rule to strengthen and modernize the CRA regulations (the CRA Rule), some
of which is effective on April 1, 2024. The CRA Rule is designed to update how CRA activities qualify for consideration, where CRA activities
are considered, and how CRA activities are evaluated. More specifically, the bank regulatory agencies described the goals of the CRA
Rule as follows: (i) to expand access to credit, investment, and basic banking services in low and moderate income communities; (ii)
to adapt to changes in the banking industry, including mobile and internet banking by modernizing assessment areas while maintaining
a focus on branch based areas; (iii) to provide greater clarity, consistency, and transparency in the application of the regulations
through the use of standardized metrics as part of CRA evaluation and clarifying eligible CRA activities focused on low and moderate
income communities and underserved rural communities; (iv) to tailor CRA rules and data collection to bank size and business model; and
(v) to maintain a unified approach among the regulators. Management of the Bank is assessing the impact of the CRA Rule on its CRA lending
and investment activities in its markets.

 Anti-Money
Laundering. The Bank Secrecy Act (BSA) is the common name for a series of laws and regulations enacted in the United States to
combat money laundering and the financing of terrorism. They are designed to deny terrorists and criminals the ability to obtain access
to the U.S. financial system and have significant implications for FDIC-insured institutions and other businesses involved in the transfer
of money. The so-called Anti-Money Laundering/Countering the Financing of Terrorism (AML/CFT) regime under the BSA provides a foundation
to promote financial transparency and deter and detect those who seek to misuse the U.S. financial system to launder criminal proceeds,
finance terrorist acts, or move funds for other illicit purposes.

 The
laws mandate financial services companies to have policies and procedures with respect to measures designed to address: (i) customer
identification programs; (ii) money laundering; (iii) terrorist financing; (iv) identifying and reporting suspicious activities and currency
transactions; (v) currency crimes; and (vi) cooperation between FDIC-insured institutions and law enforcement authorities.

 Concentrations
in Commercial Real Estate. Concentration risk exists when FDIC-insured institutions deploy too many assets to any one industry
or segment. A concentration in commercial real estate is one example of regulatory concern. The interagency Concentrations in Commercial
Real Estate Lending, Sound Risk Management Practices guidance ("CRE Guidance") provides supervisory criteria, including the
following numerical indicators, to assist bank examiners in identifying banks with potentially significant CRE loan concentrations that
may warrant greater supervisory scrutiny: (i) CRE loans exceeding 300% of capital and increasing 50% or more in the preceding three years;
or (ii) construction and land development loans exceeding 100% of capital. The CRE Guidance does not limit banks' levels of commercial
real estate lending activities, but rather guides institutions in developing risk management practices and levels of capital that are
commensurate with the level and nature of their commercial real estate concentrations. On December 18, 2015, the federal banking agencies
issued a statement to reinforce prudent risk-management practices related to CRE lending, having observed substantial growth in many
CRE asset and lending markets, increased competitive pressures, rising CRE concentrations in banks, and an easing of CRE underwriting
standards. The federal bank agencies reminded FDIC-insured institutions to maintain underwriting discipline and exercise prudent risk-management
practices to identify, measure, monitor, and manage the risks arising from CRE lending. In addition, FDIC-insured institutions must maintain
capital commensurate with the level and nature of their CRE concentration risk.

 Based
on the Bank's loan portfolio as of December 31, 2023, we do not exceed the 300% guideline for commercial real estate loans.

Financial Services. The historical structure of federal consumer protection regulation applicable to all providers of consumer
financial products and services changed significantly on July 21, 2011, when the CFPB commenced operations to supervise and enforce consumer
protection laws. The CFPB has broad rulemaking authority for a wide range of consumer protection laws that apply to all providers of
consumer products and services, including the Bank, as well as the authority to prohibit "unfair, deceptive or abusive" acts
and practices. The CFPB has examination and enforcement authority over providers with more than $10 billion in assets. FDIC-insured institutions
with $10 billion or less in assets, like the Bank, continue to be examined by their applicable bank regulators.

 Because
abuses in connection with residential mortgages were a significant factor contributing to the financial crisis, many rules issued by
the CFPB, as required by the Dodd-Frank Act, addressed mortgage and mortgage-related products, their underwriting, origination, servicing
and sales. The Dodd-Frank Act significantly expanded underwriting requirements applicable to loans secured by 1-4 family residential
real property and augmented federal law combating predatory lending practices. In addition to numerous disclosure requirements, the Dodd-Frank
Act and CFPB rules imposed new standards for mortgage loan originations on all lenders, including banks and savings associations, in
an effort to strongly encourage lenders to verify a borrower's ability to repay, while also establishing a presumption of compliance
for certain "qualified mortgages." The Regulatory Relief Act provided relief in connection with mortgages for banks with
assets of less than $10 billion, and, as a result, mortgages the Bank makes are now considered to be qualified mortgages if they are
held in portfolio for the life of the loan. The CFPB's rules have not had a significant impact on the Bank's operations,
except for higher compliance costs.

 Company
Web Site

 The
Company maintains a corporate website at www.landmarkbancorpinc.com. In addition, the Company has an investor relations link at
the Bank's corporate website at www.banklandmark.com. Many of the Company's policies, including its code of business
conduct and ethics, committee charters and other investor information, are available on its website. The Company makes available free
of charge on or through its website its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, amendments
to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, proxy statements, and annual reports as soon
as reasonably practicable after the Company electronically files such material with, or furnishes it to, the SEC. Copies of the Company's
filings with the SEC are also available from the SEC's website (  free of charge. The Company will also
provide copies of its filings free of charge upon written request to our Corporate Secretary at Landmark Bancorp, Inc., 701 Poyntz Avenue,
Manhattan, Kansas 66502.

 Statistical
Data

 The
Company has a fiscal year ending on December 31. Unless otherwise noted, the information presented in this Annual Report on Form 10-K
presents information on behalf of the Company as of and for the year ended December 31, 2023.

 Certain
of the statistical data required to be disclosed by banks pursuant to the Securities Act of 1933 is set forth in the following pages.
This data should be read in conjunction with the consolidated financial statements, related notes and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" included in this Annual Report on Form 10-K.

 I.
Distribution of Assets, Liabilities, and Stockholders' Equity; Interest Rates and Interest Differential

 The
following table describes the extent to which changes in tax equivalent interest income and interest expense for major components of
interest-earning assets and interest-bearing liabilities affected the Company's interest income and expense during the periods
indicated. The table distinguishes between (i) changes attributable to rate (changes in rate multiplied by prior volume), (ii) changes
attributable to volume (changes in volume multiplied by prior rate), and (iii) net change (the sum of the previous columns). The net
changes attributable to the combined effect of volume and rate which cannot be segregated have been allocated proportionately to the
change due to volume and the change due to rate.

 2023 vs 2022

 2022 vs 2021

 Increase/(decrease) attributable to

 Increase/(decrease) attributable to

 Volume

 Rate

 Net

 Volume

 Rate

 Net

 Interest income:

 Interest-bearing deposits at banks

 $
 (66
)

 $
 (13
)

 $
 (79
)

 $
 (37
)

 $

 $

 Investment securities

 Taxable

 2,757

 3,180

 2,493

 3,409

 Tax-exempt (1)

 (148
)

 (799
)

 (18
)

 Loans (2)

 10,103

 8,174

 18,277

 (682
)

 (141
)

 Total

 10,312

 11,094

 21,406

 2,198

 1,186

 3,384

 Interest expense:

 12,135

 12,478

 1,702

 1,753

 FHLB advances and other borrowings

 3,140

 3,464

 -

 -

 Total

 3,556

 13,489

 17,045

 2,312

 2,840

 Net interest income

 $
 6,756

 $
 (2,395
)

 $
 4,361

 $
 1,670

 $
 (1,126
)

 $

 (1)
 The
 change in tax-exempt income on investment securities is presented on a fully taxable equivalent
 basis, using a 21% federal tax rate.

 (2)
 The
 change in tax-exempt loan income is presented on a fully taxable equivalent basis, using a 21% federal
 tax rate.

 The
following table sets forth information relating to average balances of interest-earning assets and interest-bearing liabilities for the
years ended December 31, 2023, 2022 and 2021. Average balances are derived from daily average balances. Non-accrual loans were included
in the computation of average balances but have been reflected in the table as loans carrying a zero yield. The yields set forth in the
table below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or interest
expense. This table reflects the average yields on assets and average costs of liabilities for the periods indicated (derived by dividing
income or expense by the monthly average balance of assets or liabilities, respectively) as well as the "net interest margin"
(which reflects the effect of the net earnings balance) for the periods shown.

 Year ended December 31, 2023

 Year ended December 31, 2022

 Year ended December 31, 2021

 Average balance

 Income/ expense

 Yield/ cost

 Average balance

 Income/ expense

 Yield/ cost

 Average balance

 Income/ expense

 Yield/ cost

 Assets

 Interest-earning assets:

 Interest bearing deposits at banks

 $
 10,095

 $

 2.40
 %

 $
 60,014

 $

 0.53
 %

 $
 120,171

 $

 0.16
 %

 Investment securities

 Taxable

 363,735

 9,594

 2.64
 %

 342,131

 6,414

 1.87
 %

 202,003

 3,005

 1.49
 %

 Tax-exempt (1)

 122,533

 3,826

 3.12
 %

 132,601

 3,798

 2.86
 %

 141,056

 3,816

 2.71
 %

 Loans receivable, net (2)

 891,487

 51,770

 5.81
 %

 702,247

 33,493

 4.77
 %

 689,908

 33,634

 4.88
 %

 Total interest-earning assets

 1,387,850

 65,432

 4.71
 %

 1,236,993

 44,026

 3.56
 %

 1,153,138

 40,642

 3.52
 %

 Non-interest-earning assets

 147,844

 120,486

 102,558

 Total

 $
 1,535,694

 $
 1,357,479

 $
 1,255,696

 Liabilities and Stockholders' Equity

 Interest-bearing liabilities:

 Money market and checking

 $
 591,000

 $
 10,818

 1.83
 %

 $
 535,693

 $
 2,318

 0.43
 %

 $
 503,433

 $

 0.10
 %

 Savings accounts

 161,417

 0.08
 %

 169,478

 0.03
 %

 145,200

 0.03
 %

 139,956

 4,310

 3.08
 %

 98,975

 0.42
 %

 116,904

 0.41
 %

 Total deposits

 892,373

 15,254

 1.71
 %

 804,146

 2,776

 0.35
 %

 765,537

 1,023

 0.13
 %

 FHLB advances and other borrowings

 74,210

 4,048

 5.45
 %

 15,061

 3.88
 %

 -

 0.47
 %

 1,590

 7.34
 %

 3.88
 %

 2.18
 %

 18,361

 2.72
 %

 13,239

 1.10
 %

 5,915

 0.19
 %

 Total interest-bearing liabilities

 1,006,595

 21,391

 2.13
 %

 854,097

 4,346

 0.51
 %

 793,105

 1,506

 0.19
 %

 Non-interest-bearing liabilities

 414,760

 383,590

 330,937

 Stockholders' equity

 114,339

 119,792

 131,654

 Total

 $
 1,535,694

 $
 1,357,479

 $
 1,255,696

 Interest rate spread (3)

 2.58
 %

 3.05
 %

 3.33
 %

 Net interest margin (4)

 $
 44,041

 3.17
 %

 $
 39,680

 3.21
 %

 $
 39,136

 3.39
 %

 Tax equivalent interest - imputed (1) (2)

 Net interest income

 $
 43,292

 $
 38,880

 $
 38,320

 Ratio of average interest-earning assets to average interest-bearing liabilities

 137.9
 %

 144.8
 %

 145.4
 %

 (1)
 on tax-exempt investment securities is presented on a fully taxable equivalent basis, using
 a 21% federal tax rate.

 (2)
 on tax-exempt loans is presented on a fully taxable equivalent basis, using a 21% federal
 tax rate.

 (3)
 rate spread represents the difference between the average yield on interest-earning assets
 and the average cost of interest-bearing liabilities.

 (4)
 Net
 interest margin represents net interest income divided by average interest-earning assets.

 II.
Investment Portfolio

 Investment
Securities. The following table sets forth the carrying value of the Company's investment securities at the dates
indicated. The Company's federal agency obligations consist of obligations of U.S. government-sponsored enterprises, primarily
the FHLB. The Company's agency mortgage-backed securities portfolio consists of securities predominantly underwritten to the standards
of and guaranteed by the government-sponsored agencies of Federal Home Loan Mortgage Corporation ("FHLMC"), Federal National
Mortgage Association ("FNMA") and Government National Mortgage Association ("GNMA").

 2023

 2022

 Investment securities:

 U.S. treasury securities

 $

 $

 U.S. federal agency obligations

 -

 1,988

 Municipal obligations, tax-exempt

 127,262

 67,244

 169,701

 Total investment securities available-for-sale, at fair value

 $

 $

 The
following table sets forth certain information regarding the carrying values, weighted average yields, and maturities of the Company's
investment securities portfolio, as of December 31, 2023. Yields on tax-exempt obligations have been computed on a tax equivalent basis,
using a 21% federal tax rate for 2023. Mortgage-backed investment securities include scheduled principal payments and estimated prepayments
based on observable market inputs. Actual prepayments will differ from contractual maturities because borrowers have the right to prepay
obligations with or without prepayment penalties.

 One year or less

 One to five years

 Five to ten years

 More than ten years

 Total

 value

 yield

 value

 yield

 value

 yield

 value

 yield

 value

 yield

 Investment securities:

 U.S. treasury securities

 $
 21,925

 1.92
 %

 $
 73,742

 2.13
 %

 $
 -

 0.00
 %

 $
 -

 0.00
 %

 $

 2.09
 %

 Municipal obligations, tax-exempt

 10,265

 2.71
 %

 44,561

 2.65
 %

 38,813

 3.38
 %

 26,984

 3.85
 %

 $

 3.16
 %

 4,186

 2.71
 %

 18,237

 2.70
 %

 35,092

 3.50
 %

 21,568

 4.40
 %

 $

 3.52
 %

 2.39
 %

 96,270

 2.47
 %

 60,357

 2.50
 %

 -

 0.00
 %

 $

 2.48
 %

 Total

 $
 37,145

 2.24
 %

 $
 232,810

 2.41
 %

 $
 134,262

 3.02
 %

 $
 48,552

 4.09
 %

 $

 2.76
 %

 III.
Loan Portfolio

 Loan
Portfolio Composition. The following table sets forth the composition of the loan portfolio balances by type of loan at
the dates indicated.

 2023

 2022

 $
 302,544

 $
 236,982

 22,725

 320,962

 304,074

 180,942

 173,415

 -

 84,283

 4,507

 2,026

 28,931

 Total gross loans

 850,190

 Net deferred loan costs and loans in process

 (429
)

 (250
)

 Allowance for credit losses

 (10,608
)

 (8,791
)

 Loans, net

 $
 937,619

 $
 841,149

 The
following table sets forth the contractual maturities of loans as of December 31, 2023. The table does not include unscheduled prepayments.

 1 year or less

 1-5 years

 6-15 years

 After 15 years

 Total

 $
 26,002

 $
 92,435

 $
 148,864

 $
 35,243

 $
 302,544

 11,387

 2,912

 4,600

 2,191

 35,445

 135,941

 128,636

 20,940

 320,962

 91,580

 64,997

 24,326

 180,942

 53,649

 13,738

 14,779

 7,514

 2,774

 4,507

 3,379

 9,132

 16,364

 28,931

 Total gross loans

 $
 221,623

 $
 319,870

 $
 338,406

 $
 68,757

 $

 The
following table sets forth the dollar amount of all loans that mature after one year and whether such loans had fixed interest rates
or adjustable interest rates:

 Fixed

 Adjustable

 Total

 $
 60,580

 $
 215,962

 $
 276,542

 1,448

 8,255

 9,703

 68,747

 216,770

 285,517

 44,086

 45,276

 89,362

 8,250

 27,781

 36,031

 1,552

 2,774

 4,326

 2,452

 23,100

 25,552

 Total gross loans

 $
 187,115

 $
 539,918

 $
 727,033

 Non-performing
Assets. The following table sets forth information with respect to non-performing assets, including non-accrual loans
and real estate acquired through foreclosure or by deed in lieu of foreclosure ("real estate owned"). The accrual of interest
on non-performing loans is discontinued at the time the loan is ninety days delinquent, unless the credit is well secured and in process
of collection. Loans are placed on non-accrual or are charged off at an earlier date if collection of principal or interest is considered
doubtful. Under the original terms of the Company's non-accrual loans as of December 31, 2023, interest earned on such loans for
the years ended December 31, 2023, 2022 and 2021 would have increased interest income by $96,000, $137,000 and $309,000, respectively,
if included in the Company's interest income for those years. No interest income related to non-accrual loans was included in interest
income for the years ended December 31, 2023, 2022 and 2021.

 2023

 2022

 2021

 Non-accrual loans

 $
 2,391

 $
 3,326

 $
 5,230

 Accruing loans over 90 days past due

 -

 -

 -

 Non-performing investments

 -

 -

 -

 Real estate owned, net

 2,551

 Non-performing assets

 $
 3,319

 $
 4,260

 $
 7,781

 Performing TDRs

 $
 -

 $

 $
 1,488

 Allowance for credit losses to total gross loans

 1.12
 %

 1.03
 %

 1.32
 %

 Non-performing loans to total gross loans

 0.25
 %

 0.39
 %

 0.79
 %

 Non-performing assets to total assets

 0.21
 %

 0.28
 %

 0.59
 %

 Allowance for credit losses to non-performing loans

 443.66
 %

 264.31
 %

 167.78
 %

 The
decrease in non-accrual loans as of December 31, 2023 was primarily related to a commercial real estate loan relationship totaling $1.2
million that returned to accrual status during 2023. As of December 31, 2023, no commercial real estate loans were classified as non-accrual.
The decrease in non-accrual loans as of December 31, 2022 was primarily related to another commercial real estate loan relationship totaling
$989,000 that returned to accrual status during 2022 and a separate land loan totaling $486,000 that paid off.

 At
December 31, 2023, the $928,000 of real estate owned primarily consisted of three residential real estate properties, one commercial
property and one parcel of land. The decrease in real estate owned as of December 31, 2023 compared to December 31, 2022 was due to a
valuation allowance recorded against a residential real estate property. The decrease in real estate owned as of December 31, 2022 compared
to December 31, 2021 was due to the sale of $1.2 million of commercial real estate and a valuation allowance recorded against the remaining
commercial real estate property.

 As
part of the Company's credit risk management, the Company continues to aggressively manage the loan portfolio to identify problem
loans and has placed additional emphasis on its commercial real estate relationships. As discussed in more detail in the "Asset
Quality and Distribution" section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations," as of December 31, 2023, the Company concluded its allowance for credit losses was adequate based on the evaluation
of the loan portfolio's expected credit losses.

 IV.
Summary of Credit Loss Experience

 The
following table sets forth information with respect to the Company's allowance for credit losses at the dates and for the periods
indicated:

 As of and for the years ended December 31,

 2023

 2022

 2021

 Balances at beginning of year

 $
 8,791

 $
 8,775

 $
 8,775

 Adoption of ASC 326

 1,523

 -

 -

 -

 Charge-offs:

 -

 -

 (81
)

 -

 -

 -

 -

 -

 (540
)

 (479
)

 -

 (72
)

 -

 -

 -

 -

 -

 (50
)

 -

 -

 -

 (371
)

 (336
)

 (235
)

 Total charge-offs

 (850
)

 (336
)

 (978
)

 Recoveries:

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Total recoveries

 Net recoveries (charge-offs)

 (500
)

 Balances at end of year

 $
 10,608

 $
 8,791

 $
 8,775

 Allowance for credit losses to total gross loans

 1.12
 %

 1.03
 %

 1.32
 %

 Net loans charged-off (recovered) to average net loans

 0.00
 %

 0.00
 %

 0.07
 %

 The
Company recorded net loan recoveries of $44,000 during 2023 compared to net loan recoveries of $16,000 during 2022. The net loan recoveries
were primarily related to a $626,000 recovery related to a construction loan previously charged-off in 2011. The Company recorded net
loan recoveries of $16,000 during 2022 compared to net loan charge-offs of $500,000 during 2021. The net loan recoveries were primarily
related to a $150,000 recovery on a land loan. The net loan charge-offs in 2021 were primarily related to a $540,000 charge off on a
previously impaired commercial real estate loan relationship that was transferred to real estate owned in 2021.

 The
distribution of the Company's allowance for credit losses on loans at the dates indicated and the percent of loans in each category
to total loans is summarized in the following table. This allocation reflects management's judgment as to risks inherent in the
types of loans indicated, but in general the Company's total allowance for credit losses included in the table is not restricted
and is available to absorb all loan losses. The amount allocated in the following table to any category should not be interpreted as
an indication of expected actual charge-offs in that category.

 2023

 2022

 2021

 % Loan type to total loans

 Net charge-offs to average
 loans

 % Loan type to total loans

 Net charge-offs to average
 loans

 % Loan type to total loans

 Net charge-offs to average
 loans

 $
 2,035

 31.9
 %

 0.00
 %

 $

 27.9
 %

 0.00
 %

 $

 25.0
 %

 0.04
 %

 2.2
 %

 3.19
 %

 2.7
 %

 (0.72
)%

 4.2
 %

 (0.96
)%

 4,518

 33.8
 %

 0.00
 %

 3,158

 35.8
 %

 0.00
 %

 3,051

 30.0
 %

 0.29
 %

 2,486

 19.1
 %

 (0.25
)%

 2,753

 20.4
 %

 (0.03
)%

 2,613

 20.0
 %

 0.04
 %

 0.0
 %

 0.00
 %

 0.00
 %

 0.00
 %

 2.6
 %

 0.00
 %

 1,190

 9.5
 %

 0.09
 %

 1,966

 9.9
 %

 (0.07
)%

 2,221

 14.2
 %

 (0.02
)%

 0.5
 %

 0.00
 %

 0.2
 %

 (0.29
)%

 0.3
 %

 (0.28
)%

 3.0
 %

 (0.91
)%

 3.1
 %

 0.98
 %

 3.7
 %

 0.46
 %

 Total

 $
 10,608

 100.0
 %

 0.00
 %

 $
 8,791

 100.0
 %

 0.00
 %

 $
 8,775

 100.00
 %

 0.07
 %

 The
increase in the allowance for credit losses on the one-to-four family residential real estate loans as of December 31, 2023 compared
to December 31, 2022 was primarily due to the adoption of ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), commonly referred
to as "CECL" and, to a lesser extent, higher balances of loans in the portfolio. The increase in the allocation of the allowance
for credit losses on the one-to-four family residential real estate loans as of December 31, 2022 compared to December 31, 2021 was primarily
due to higher balances of loans in the portfolio.

 The
increase in the allowance for credit losses on construction and land loans as of December 31, 2023 compared to December 31, 2022 was
primarily related to the adoption of CECL. The decrease in the allocation of the allowance for credit losses on construction and land loans
as of December 31, 2022 compared to December 31, 2021 was primarily related to lower balances of loans in this portfolio.

 The
increase in the allowance for credit losses on commercial real estate loans as of December 31, 2023 compared to December 31, 2022 was
primarily related to the adoption of CECL and higher balances of loans in this portfolio. The increase in the allocation of the allowance
for credit losses on commercial real estate loans as of December 31, 2022 compared to December 31, 2021 was primarily related to higher
balances of loans in this portfolio.

 The
decrease in the allowance for credit losses on commercial loans as of December 31, 2023 compared to December 31, 2022 was primarily related
to the payoff of a loan that was previously individually evaluated for loss and had an allowance for credit losses allocated against
the principal balance. The increase in the allocation of the allowance for credit losses on our commercial loans as of December 31, 2022
compared to December 31, 2021 was primarily related to higher balances of loans in this portfolio.

 The
decrease in the allowance for credit losses on agriculture loans as of December 31, 2023 compared to December 31, 2022 was primarily
related to the adoption of CECL. The decrease in the allocation of the allowance for credit losses on agriculture loans as of December
31, 2022 compared to December 31, 2021 was primarily related to lower balances in this portfolio.

 The
allowance for credit losses is discussed in more detail in the "Asset Quality and Distribution" section of "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations." As of December 31, 2023, we believed
the Company's allowance for credit losses continued to be adequate based on the Company's evaluation of the loan portfolio's
expected incurred losses.

 V.

 The
following table presents the average deposit balances and the average rate paid on those balances for the years indicated.

 2023

 2022

 Average Balance

 Average Rate

 Average Balance

 Average Rate

 Non-interest bearing demand

 $
 393,448

 -

 $
 365,516

 -

 Money market and checking

 591,000

 1.83
 %

 535,693

 0.43
 %

 Savings accounts

 161,417

 0.08
 %

 169,478

 0.03
 %

 139,956

 3.08
 %

 98,975

 0.42
 %

 Total

 $
 1,285,821

 $
 1,169,662

 Total
deposits include uninsured deposits, including collateralized public fund deposits, of $197.2 million and $202.8 million as of December
31, 2023 and 2022, respectively. This represents less than 15.0% of our total deposits at December 31, 2023 and compares favorably with
other similar community banking organizations. Approximately 93.7% of the Company's total deposits were considered core deposits
at December 31, 2023. These deposit balances are from retail, commercial and public fund customers located in the markets where the Company
has bank branch locations.

 The
following table presents the maturities of certificates of deposit $250,000 or greater.

 2023

 2022

 Three months or less

 $
 23,919

 $
 12,188

 Over three months through six months

 11,069

 5,054

 Over six months through 12 months

 8,697

 7,387

 Over 12 months

 6,545

 Total

 $
 50,230

 $
 25,561

 VI.
Return on Equity and Assets

 The
following table presents information on return on average equity, return on average assets, equity to total assets and our dividend payout
ratio.

 As of or for the years ended December 31,

 2023

 2022

 2021

 Return on average assets

 0.80
 %

 0.73
 %

 1.44
 %

 Return on average equity

 10.70
 %

 8.25
 %

 13.80
 %

 Equity to total assets

 8.13
 %

 7.41
 %

 10.21
 %

 Dividend payout ratio

 35.87
 %

 42.55
 %

 21.11
 %

 ITEM
1A. RISK FACTORS

 An
investment in our securities is subject to certain risks inherent in our business. Before making an investment decision, you should carefully
consider the risks and uncertainties described below together with all of the other information included in this report. In addition
to the risks and uncertainties described below, other risks and uncertainties not currently known to us or that we currently deem to
be immaterial also may materially and adversely affect our business, financial condition and results of operations. The value or market
price of our securities could decline due to any of these identified or other risks, and you could lose all or part of your investment.

 Credit
Risks

 We
must effectively manage our credit risk.

 There
are risks inherent in making any loan, including risks inherent in dealing with individual borrowers, risks of nonpayment, risks resulting
from uncertainties as to the future value of collateral and risks resulting from changes in economic and industry conditions. In general,
these risks have increased as a result of the recent increases in prevailing interest rates and uncertainties associated with inflation,
which have potentially increased the risk of a near-term decline in growth or an economic downturn. We attempt to minimize our credit
risk through prudent loan application approval procedures, careful monitoring of the concentration of our loans within specific industries
and periodic independent reviews of outstanding loans by our credit review department. However, we cannot assure you that such approval
and monitoring procedures will reduce these credit risks.

 Most
of our loans are commercial, real estate, or agriculture loans, each of which is subject to distinct types of risk. To reduce the lending
risks we face, we generally take a security interest in borrowers' property for all three types of loans. In addition, we sell
certain residential real estate loans to third parties. Nevertheless, the risk of non-payment is inherent in all types of loans, and
if we are unable to collect amounts owed, it may materially affect our operations and financial performance. For a more complete discussion
of our lending activities see Item 1 of this Annual Report on Form 10-K.

 Our
business is subject to domestic and, to a lesser extent, international economic conditions and other factors, many of which are beyond
our control and could materially and adversely affect us.

 Our
financial performance generally, and in particular the ability of customers to pay interest on and repay principal of outstanding loans
and the value of collateral securing those loans, as well as demand for loans and other products and services we offer, is highly dependent
upon the business environment not only in the markets where we operate, but also in the state of Kansas generally and in the United States
as a whole. A favorable business environment is generally characterized by, among other factors: economic growth; efficient capital markets;
low inflation; low unemployment; high business and investor confidence; and strong business earnings. Unfavorable or uncertain economic
and market conditions can be caused by: declines in economic growth, business activity or investor or business confidence; limitations
on the availability or increases in the cost of credit and capital; increases in inflation or interest rates; high unemployment; uncertainty
in U.S. trade policies, legislation, treaties and tariffs; natural disasters; acts of war or terrorism, including the current conflict
in Ukraine; widespread disease or pandemics; or a combination of these or other factors.

 Economic
conditions in the state of Kansas are generally impacted by commodity prices, which may adversely impact the Kansas economy, specifically
the agriculture sector. Declines in commodity prices could materially and adversely affect our results of operations. During 2023, commodity
prices declined from near record highs experienced in 2022. The outlook is for commodity prices to continue to decline modestly over
the next few years before stabilizing, but are subject to global economic and market conditions.

 The
agricultural economy in the Midwest, including Kansas, has been stable over the previous several years. A prolonged period of weakness
in the agricultural economy could result in a decrease in demand for loans or other products and services offered by us, an increase
in agricultural loan delinquencies and defaults, an increase in impaired assets and foreclosures, a decline in the value of our loans
secured by real estate, and an inability to sell foreclosed assets. The effects of a prolonged period of a weakened agricultural economy
could have a material adverse effect on our business, financial condition and results of operations.

 Continued
elevated levels of inflation could adversely impact our business and results of operations.

 The
United States has recently experienced elevated levels of inflation, with the consumer price index climbing approximately 3.4% in 2023.
Continued levels of inflation could have complex effects on our business and results of operations, some of which could be materially
adverse. For example, elevated inflation harms consumer purchasing power, which could negatively affect our retail customers and the
economic environment and, ultimately, many of our business customers, and could also negatively affect our levels of non-interest expense.
In addition, if interest rates continue to rise in response to, or as a result of, elevated levels of inflation, the value of our securities
portfolio would be negatively impacted. Continued elevated levels of inflation could also cause increased volatility and uncertainty
in the business environment, which could adversely affect loan demand and our clients' ability to repay indebtedness. It is also
possible that governmental responses to the current inflation environment could adversely affect our business, such as changes to monetary
and fiscal policy that are too strict, or the imposition or threatened imposition of price controls. The duration and severity of the
current inflationary period cannot be estimated with precision.

 Our
allowance for credit losses may prove to be insufficient to absorb losses in our loan portfolio.

 We
maintain our allowance for credit losses at a level considered appropriate by management to absorb all expected future losses expected
in the loan portfolio at the balance sheet date. Additionally, our Board of Directors regularly monitors the appropriateness of our allowance
for credit losses. The allowance is also subject to regulatory examinations and a determination by the regulatory agencies as to the
appropriate level of the allowance. The amount of future credit losses is susceptible to changes in economic, operating and other conditions,
including changes in interest rates and the value of the underlying collateral, which may be beyond our control, and such losses may
exceed current estimates. At December 31, 2023 and 2022, our allowance for credit losses as a percentage of total loans, was 1.12% and
1.03%, respectively, and as a percentage of total non-performing loans was 443.66% and 264.31%, respectively. Although management believes
that the allowance for credit losses is appropriate to absorb future losses on any existing loans that may become uncollectible, we cannot
predict credit losses with certainty nor can we assure you that our allowance for credit losses will prove sufficient to cover actual
credit losses in the future. Credit losses in excess of our reserves will adversely affect our business, financial condition and results
of operations.

 Also,
as of January 1, 2023, the Company was required to adopt accounting standard update ("ASU") 2016-13, Financial Instruments
– Credit Losses (Topic 326), commonly referred to as "CECL". CECL changed how the Company calculates its allowance
for credit losses by requiring the Company to determine periodic estimates of lifetime expected credit losses on loans and recognize
the expected credit losses as allowances for credit losses. This is a change from the previous method of providing allowances for credit
losses that are incurred.

 Our
concentration of one-to-four family residential mortgage loans may result in lower yields and profitability.

 One-to-four
family residential mortgage loans comprised $302.5 million and $237.0 million, or 31.9% and 27.9%, of our loan portfolio at December
31, 2023 and 2022, respectively. These loans are secured primarily by properties located in the state of Kansas. Our concentration of
these loans results in lower yields relative to other loan categories within our loan portfolio. While these loans generally possess
higher yields than investment securities, their repayment characteristics are not as well defined, and they generally possess a higher
degree of interest rate risk versus other loans and investment securities within our portfolio. This increased interest rate risk is
due to the repayment and prepayment options inherent in residential mortgage loans which are exercised by borrowers based upon the overall
level of interest rates. These residential mortgage loans are generally made on the basis of the borrower's ability to make repayments
from his or her employment and the value of the property securing the loan. Thus, as a result, repayment of these loans is also subject
to general economic and employment conditions within the communities and surrounding areas where the property is located.

 A
decline in residential real estate market prices or home sales has the potential to adversely affect our one-to-four family residential
mortgage portfolio in several ways, such as a decrease in collateral values and an increase in non-performing loans, each of which could
adversely affect our operating results and/or financial condition.

 Our
loan portfolio has a large concentration of real estate loans, which involve risks specific to real estate value.

 Real
estate lending (including commercial real estate, construction and land and residential real estate) is a large portion of our loan portfolio.
These categories were $644.6 million, or approximately 67.9% of our total loan portfolio, as of December 31, 2023, as compared to $563.8
million, or approximately 66.3% of our total loan portfolio, as of December 31, 2022. The market value of real estate can fluctuate significantly
in a short period of time as a result of market conditions in the geographic area in which the real estate is located. Although a significant
portion of commercial real estate and construction and land loans are secured by a secondary form of collateral, adverse developments
affecting real estate values in one or more of our markets could increase the credit risk associated with our loan portfolio. Additionally,
real estate lending typically involves higher loan principal amounts, and the repayment of the loans generally is dependent, in large
part, on sufficient income from the properties securing the loans to cover operating expenses and debt service. Economic events or governmental
regulations outside of the control of the borrower or lender could negatively impact the future cash flow and market values of the affected
properties, including (i) declines in the rents or decreases in occupancy and, therefore, in the cash flows generated by those real properties
on which the borrowers depend to fund their loan payments to us, (ii) decreases in the values of those real properties, which make it
more difficult for the borrowers to sell those real properties for amounts sufficient to repay their loans in full, and (iii) job losses
of residential home buyers, which makes it more difficult for these borrowers to fund their loan payments. Adverse changes affecting
real estate values, including decreases in office occupancy due to the shift to remote working environments following the COVID-19 pandemic,
and the liquidity of real estate in one or more of the Company's markets could increase the credit risk associated with the Company's
loan portfolio, significantly impair the value of property pledged as collateral on loans and affect the Company's ability to sell
the collateral upon foreclosure without a loss or additional losses or the Company's ability to sell those loans on the secondary
market.

 If
the loans that are collateralized by real estate become troubled during a time when market conditions are declining or have declined,
then we may not be able to realize the amount of security that we anticipated at the time of originating the loan, which could cause
us to increase our provision for credit losses and adversely affect our operating results and financial condition. In light of the uncertainty
that exists in the economy and credit markets nationally, there can be no guarantee that we will not experience additional deterioration
in credit performance by our real estate loan customers.

 The
Company's loan portfolio has a large concentration of commercial real estate loans, which involve risks specific to real estate
values and the health of the real estate market generally.

 As
of December 31, 2023, the Company had $342.1 million of commercial real estate loans, consisting of $100.6 million of non-owner occupied
loans, $181.7 million of owner occupied loans, $38.6 million of loans secured by multifamily residential properties and $21.1 million
of construction and land development loans. Commercial real estate loans represented 36.1% of the Company's total loan portfolio
and 237% of the Bank's total capital at December 31, 2023. The market value of real estate can fluctuate significantly in a short
period of time as a result of interest rates and market conditions in the area in which the real estate is located and some of these
values have been negatively affected by the recent rise in prevailing interest rates. Adverse developments affecting real estate values
in the Company's market areas could increase the credit risk associated with the Company's loan portfolio. Additionally,
the repayment of commercial real estate loans generally is dependent, in large part, on sufficient income from the properties securing
the loans to cover operating expenses and debt service. Economic events, including decreases in office occupancy due to the shift to
remote working environments following the COVID-19 pandemic, or governmental regulations outside of the control of the borrower or lender
could negatively impact the future cash flow and market values of the affected properties. If the loans that are collateralized by real
estate become troubled during a time when market conditions are declining or have declined, then the Company may not be able to realize
the full value of the collateral that the Company anticipated at the time of originating the loan, which could force the Company to take
charge-offs or require the Company to increase the Company's provision for credit losses, which could have a material adverse effect
on the Company's business, financial condition, results of operations and growth prospects.

loans make up a significant portion of our loan portfolio.

loans comprised $180.9 million and $173.4 million, or 19.1% and 20.4%, of our loan portfolio at December 31, 2023 and 2022, respectively.
Our commercial loans are made based primarily on the identified cash flow of the borrower and secondarily on the underlying collateral
provided by the borrower. Most often, this collateral is accounts receivable, inventory, or machinery. Credit support provided by the
borrower for most of these loans, and the probability of repayment is based on the liquidation of the pledged collateral and enforcement
of a personal guarantee, if any exists. As a result, in the case of loans secured by accounts receivable, the availability of funds for
the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.
The collateral securing other loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success
of the business. Due to the larger average size of each commercial loan as compared with other loans such as residential loans, as well
as collateral that is generally less readily marketable, losses incurred on a small number of commercial loans could have a material
adverse impact on our financial condition and results of operations.

 The
success of our SBA lending program is dependent upon the continued availability of SBA loan programs, our status as a Preferred Lender
under the SBA loan programs and our ability to comply with applicable SBA lending requirements.

 As
an SBA Preferred Lender, we enable our clients to obtain SBA loans without being subject to the potentially lengthy SBA approval process
necessary for lenders that are not SBA Preferred Lenders. The SBA periodically reviews the lending operations of participating lenders
to assess, among other things, whether the lender exhibits prudent risk management. When weaknesses are identified, the SBA may request
corrective actions or impose other restrictions, including revocation of the lender's Preferred Lender status. If we lose our status
as a Preferred Lender, we may lose our ability to compete effectively with other SBA Preferred Lenders, and as a result we could experience
a material adverse effect to our financial results. Any changes to the SBA program, including changes to the level of guaranty provided
by the federal government on SBA loans or changes to the level of funds appropriated by the federal government to the various SBA programs,
may also have an adverse effect on our business, results of operations and financial condition.

 In
order for a borrower to be eligible to receive an SBA loan, the lender must establish that the borrower would not be able to secure a
bank loan without the credit enhancements provided by a guaranty under the SBA program. Accordingly, the SBA loans in our portfolio generally
have weaker credit characteristics than the rest of our portfolio, and may be at greater risk of default in the event of deterioration
in economic conditions or the borrower's financial condition. In the event of a loss resulting from default and a determination
by the SBA that there is a deficiency in the manner in which the loan was originated, funded or serviced by us, the SBA may deny its
liability under the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of the
principal loss related to the deficiency from us. Management has estimated losses inherent in the outstanding guaranteed portion of SBA
loans and recorded a recourse reserve at a level determined to be appropriate. Significant increases to the recourse reserve may materially
decrease our net income, which may adversely affect our business, results of operations and financial condition.

 Our
agriculture loans involve a greater degree of risk than other loans, and the ability of the borrower to repay may be affected by many
factors outside of the borrower's control.

 Agriculture
operating loans comprised $49.6 million and $46.3 million, or 5.3% and 5.4%, of our loan portfolio at December 31, 2023 and 2022, respectively.
The repayment of agriculture operating loans is dependent on the successful operation or management of the farm property. Likewise, agricultural
operating loans involve a greater degree of risk than lending on residential properties, particularly in the case of loans that are unsecured
or secured by rapidly depreciating assets such as farm equipment, livestock or crops. We generally secure agricultural operating loans
with a blanket lien on livestock, equipment, food, hay, grain and crops. Nevertheless, any repossessed collateral for a defaulted loan
may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss
or depreciation.

 We
also originate agriculture real estate loans. At December 31, 2023 and 2022, agricultural real estate loans totaled $40.1 million and
$38.0 million, or 4.2% and 4.5% of our total loan portfolio, respectively. Agricultural real estate lending involves a greater degree
of risk and typically involves larger loans to single borrowers than lending on single-family residences. As with agriculture operating
loans, payments on agricultural real estate loans are dependent on the profitable operation or management of the farm property securing
the loan. The success of the farm may be affected by many factors outside the control of the farm borrower, including adverse weather
conditions that prevent the planting of a crop or limit crop yields (such as hail, drought and floods), loss of livestock due to disease
or other factors, declines in market prices for agricultural products (both domestically and internationally) and the impact of government
regulations (including changes in price supports, tariffs, trade agreements, subsidies and environmental regulations). In addition, many
farms are dependent on a limited number of key individuals whose injury or death may significantly affect the successful operation of
the farm. If the cash flow from a farming operation is diminished, the borrower's ability to repay the loan may be impaired. The
primary crops in our market areas are wheat, corn and soybean. Accordingly, adverse circumstances affecting wheat, corn and soybean crops
could have an adverse effect on our agricultural real estate loan portfolio.

 Our
business is concentrated in and dependent upon the continued growth and welfare of the markets in which we operate, including eastern,
central, southeast and southwest Kansas.

 We
operate primarily in eastern, central, southeast and southwest Kansas, and as a result, our financial condition, results of operations
and cash flows are subject to changes in the economic conditions in those areas. Although each market we operate in is geographically
and economically diverse, our success depends upon the business activity, population, income levels, deposits and real estate activity
in each of these markets. Although our customers' business and financial interests may extend well beyond our market area, adverse
economic conditions that affect our specific market area could reduce our growth rate, affect the ability of our customers to repay their
loans to us and generally affect our financial condition and results of operations. Because of our geographic concentration, we are less
able than other regional or national financial institutions to diversify our credit risks across multiple markets.

 Non-performing
assets take significant time to resolve and adversely affect our results of operations and financial condition, and could result in further
losses in the future.

 As
of December 31, 2023, our non-performing loans (which consist of non-accrual loans and loans past due 90 days or more and still accruing
interest) totaled $2.4 million, or 0.25% of our loan portfolio, and our non-performing assets (which include non-performing loans plus
real estate owned) totaled $3.3 million, or 0.21% of total assets. In addition, we had $1.6 million in accruing loans that were 30-89
days delinquent as of December 31, 2023.

 Our
non-performing assets adversely affect our net income in various ways. We do not record interest income on non-accrual loans or other
real estate owned, thereby adversely affecting our net income and returns on assets and equity, increasing our loan administration costs
and adversely affecting our efficiency ratio. When we take collateral in foreclosure and similar proceedings, we are required to mark
the collateral to its then-fair market value, which may result in a loss. These non-performing loans and other real estate owned also
increase our risk profile and the capital our regulators believe is appropriate in light of such risks. The resolution of non-performing
assets requires significant time commitments from management and can be detrimental to the performance of their other responsibilities.
If we experience increases in non-performing loans and non-performing assets, our net interest income may be negatively impacted and
our loan administration costs could increase, each of which could have an adverse effect on our net income and related ratios, such as
return on assets and equity.

Rate Risks

 Monetary
policies and regulations of the Federal Reserve could adversely affect our business, financial condition and results of operations.

 In
addition to being affected by general economic conditions, our earnings and growth are affected by the policies of the Federal Reserve.
An important function of the Federal Reserve is to regulate the money supply and credit conditions. Among the instruments used by the
Federal Reserve to implement these objectives are open market operations in U.S. government securities, adjustments of the discount rate
and changes in reserve requirements against bank deposits. These instruments are used in varying combinations to influence overall economic
growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or
paid on deposits.

 The
monetary policies and regulations of the Federal Reserve have had a significant effect on the operating results of commercial banks in
the past and are expected to continue to do so in the future. The effects of such policies upon our business, financial condition and
results of operations cannot be predicted.

 The
Federal Reserve has indicated that it is working to avoid abrupt or unpredictable changes in economic or financial conditions so as not
to disrupt the financial systems, also known as "shocks;" despite this, the impact of these changes cannot be certain. Vulnerabilities
in the financial system can amplify the impact of an initial shock following rate increases, potentially leading to unintended volatility,
as well as to disruptions in the provision of financial services, such as clearing payments, the provision of liquidity, and the availability
of credit. Furthermore, asset liquidation pressures can be amplified by liquidity mismatches and the leverage of certain nonbank financial
intermediaries such as hedge funds. The financial crisis in March 2020 also demonstrated that pressures on dealer intermediation can
limit the availability of liquidity during times of market stress. Given the interconnectedness of the global financial system, these
vulnerabilities could impact the Company's business operations and financial condition.

rates and other conditions impact our results of operations.

 Our
profitability is in part a function of the spread between the interest rates earned on investments and loans and the interest rates paid
on deposits and other interest-bearing liabilities. Like most banking institutions, our net interest spread and margin will be affected
by general economic conditions and other factors, including fiscal and monetary policies of the federal government that influence market
interest rates and our ability to respond to changes in such rates. At any given time, our assets and liabilities will be such that they
are affected differently by a given change in interest rates. It is currently expected that during 2024, and perhaps beyond, the Federal
Open Market Committee of the Federal Reserve, or FOMC, will continue to monitor interest rates, in part to reduce the rate of inflation
to its preferred level. In 2023, the FOMC increased at various dates throughout the year the target range for the federal funds rate
from 4.25% to 4.50% to a range of 5.25% to 5.50%. All of these increases were expressly made in response to inflationary pressures. If
the FOMC further increases the targeted federal funds rates, overall interest rates likely will rise, which may negatively impact the
entire national economy. As a result, an increase or decrease in rates, the length of loan terms or the mix of adjustable and fixed rate
loans in our portfolio could have a positive or negative effect on our net income, capital and liquidity. We measure interest rate risk
under various rate scenarios and using specific criteria and assumptions. A summary of this process, along with the results of our net
interest income simulations, is presented in the section entitled Item 7A. "Quantitative and Qualitative Disclosures About Market
Risk." Although we believe our current level of interest rate sensitivity is reasonable and effectively managed, significant fluctuations
in interest rates may have an adverse effect on our business, financial condition and results of operations.

 Changes
in interest rates also can affect the value of loans, securities and other assets. An increase in interest rates that adversely affects
the ability of borrowers to pay the principal or interest on loans may lead to an increase in non-performing assets and a reduction of
income recognized, which could have a material adverse effect on our results of operations and cash flows. Further, when we place a loan
on nonaccrual status, we reverse any accrued but unpaid interest receivable, which decreases interest income. Subsequently, we continue
to have a cost to fund the loan, which is reflected as interest expense, without any interest income to offset the associated funding
expense. Thus, an increase in the amount of non-performing assets would have an adverse impact on net interest income.

 Continued
high interest rates may result in a further decline in value of our fixed-rate debt securities. The unrealized losses resulting from
holding these securities would be recognized in other comprehensive income and reduce total stockholders' equity. Unrealized losses
do not negatively impact our regulatory capital ratios; however, tangible common equity and the associated ratios would be reduced. If
debt securities in an unrealized loss position are sold, such losses become realized and will reduce our regulatory capital ratios.

 Declines
in value may adversely impact the carrying amount of our investment portfolio and result in other-than-temporary impairment charges.

 We
may be required to record impairment charges on our investment securities if they suffer declines in value that are considered other-than-temporary.
If the credit quality of the securities in our investment portfolio deteriorates, we may also experience a loss in interest income from
the suspension of either interest or dividend payments. Numerous factors, including lack of liquidity for resales of certain investment
securities, absence of reliable pricing information for investment securities, adverse changes in business climate or adverse actions
by regulators could have a negative effect on our investment portfolio in future periods.

 The
value of the financial instruments we own may decline in the future.

 An
increase in market interest rates may affect the market value of our securities portfolio, potentially reducing accumulated other comprehensive
income and/or earnings. Additionally, an increase in market interest rates may reduce the value of our loan portfolio, although, in accordance
with U.S. GAAP, such a decline in value may not be reflected in the carrying balance of our loans in the same manner as our debt securities
available-for-sale. The market value of these investments may be affected by factors other than the underlying performance of the servicer
of the securities or the mortgages underlying the securities, such as changes in the interest rate environment, negative trends in the
residential and commercial real estate markets, ratings downgrades, adverse changes in the business climate and a lack of liquidity in
the secondary market for certain investment securities. In addition, we may determine to sell securities in our available-for-sale investment
securities portfolio, and any such sale could cause us to realize currently unrealized losses that resulted from the recent increases
in the prevailing interest rates.

 Downgrades
in the credit rating of one or more insurers that provide credit enhancement for our state and municipal securities portfolio may have
an adverse impact on the market for and valuation of these types of securities.

 We
invest in tax-exempt and taxable state and local municipal investment securities, some of which are insured by monoline insurers. As
of December 31, 2023, we had $199.7 million of municipal securities, which represented 44.1% of our total securities portfolio. Even
though management generally purchases municipal securities on the overall credit strength of the issuer, the reduction in the credit
rating of an insurer may negatively impact the market for and valuation of our investment securities. Such downgrade could adversely
affect our liquidity, financial condition and results of operations.

 Legal,
Accounting and Compliance Risks

 Legislative
and regulatory reforms applicable to the financial services industry may have a significant impact on our business, financial condition
and results of operations.

 The
laws, regulations, rules, policies and regulatory interpretations governing us are constantly evolving and may change significantly over
time as Congress and various regulatory agencies react to adverse economic conditions or other matters. The implementation of any current,
proposed or future regulatory or legislative changes to laws applicable to the financial industry may impact the profitability of our
business activities and may change certain of our business practices, including the ability to offer new products, obtain financing,
attract deposits, make loans, and achieve satisfactory interest spreads, and could expose us to additional costs, including increased
compliance costs. These regulations and legislation may be impacted by the political ideologies of the executive and legislative branches
of the U.S. government as well as the heads of regulatory and administrative agencies, which may change as a result of elections.

 The
Company and the Bank are subject to stringent capital and liquidity requirements.

 The
Basel III Rule imposes stringent capital requirements on bank holding companies and banks. In addition to the minimum capital requirements,
banks and bank holding companies are also required to maintain a capital conservation buffer of 2.5% of Common Equity Tier 1 Capital
on top of minimum risk-weighted asset ratios to make capital distributions (including for dividends and repurchases of stock) and pay
discretionary bonuses to executive officers without restriction. Banking institutions that do not maintain capital in excess of the Basel
III Rule standards including the capital conservation buffer face constraints on the payment of dividends, equity repurchases and compensation
based on the amount of the shortfall. Accordingly, if the Bank fails to maintain the applicable minimum capital ratios and the capital
conservation buffer, distributions to the Company may be prohibited or limited.

 Future
increases in minimum capital requirements could adversely affect our net income. Furthermore, our failure to comply with the minimum
capital requirements could result in our regulators taking formal or informal actions against us, which could restrict our future growth
or operations.

 We
may be required to pay higher FDIC insurance premiums in the future.

 Future
bank failures may prompt the FDIC to increase its premiums above the current levels or to issue special assessments. The Bank generally
is unable to control the amount of premiums or special assessments that it or its subsidiary is required to pay for FDIC insurance. Any
future changes in the calculation or assessment of FDIC insurance premiums may have a material adverse effect on the Bank's results
of operations, financial condition, and the ability to continue to pay dividends on common stock at the current rate or at all.

 We
are subject to changes in accounting principles, policies or guidelines.

 Our
financial performance is impacted by accounting principles, policies and guidelines. Some of these policies require the use of estimates
and assumptions that may affect the value of our assets or liabilities and financial results. Some of our accounting policies are critical
because they require management to make difficult, subjective and complex judgments about matters that are inherently uncertain and because
it is likely that materially different amounts would be reported under different conditions or using different assumptions. If such estimates
or assumptions underlying our financial statements are incorrect, we may experience material losses.

 From
time to time, the FASB and the SEC change the financial accounting and reporting standards or the interpretation of those standards that
govern the preparation of our financial statements. In addition, trends in financial and business reporting, including environmental
social and governance (ESG) related disclosures, could require us to incur additional reporting expense. These changes are beyond our
control, can be difficult to predict and could materially impact how we report our financial condition and results of operations. Changes
in these standards are continuously occurring, and more drastic changes may occur in the future. The implementation of such changes could
have a material adverse effect on our financial condition and results of operations.

 Our
business is affected from time to time by federal and state laws and regulations relating to hazardous substances.

 Under
the federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), owners and operators of properties
containing hazardous substances may be liable for the costs of cleaning up the substances. CERCLA and similar state laws can affect us
both as an owner of branches and other properties used in our business and as a lender holding a security interest in property which
is found to contain hazardous substances. In particular, our branch office located in Iola is located on property that has been designated
as a "Superfund" site under CERCLA, and we may hold mortgages on properties located in Iola that are also designated as "Superfund"
sites. While CERCLA contains an exemption for holders of security interests, the exemption is not available if the holder participates
in the management of a property, and some courts have broadly defined what constitutes participation in management of property. Moreover,
CERCLA and similar state statutes can affect our decision whether or not to foreclose on a property. Before foreclosing on commercial
real estate, our general policy is to obtain an environmental report, thereby increasing the costs of foreclosure. In addition, the existence
of hazardous substances on a property securing a troubled loan may cause us to elect not to foreclose on the property, thereby reducing
our flexibility in handling the loan.

 Operational,
Strategic and Reputational Risks

 We
may experience difficulties in managing our growth, and our growth strategy involves risks that may negatively impact our net income.

 As
part of our general strategy, we may acquire banks, branches and related businesses that we believe provide a strategic fit with our
business. In the past, we have acquired a number of local banks and branches, and, to the extent that we grow through future acquisitions,
we cannot assure you that we will be able to adequately and profitably manage this growth. Acquiring other banks and businesses will
involve risks commonly associated with acquisitions, including:

 potential
 exposure to unknown or contingent liabilities of banks and businesses we acquire;

 exposure
 to potential asset quality issues of the acquired bank or related business;

 difficulty
 and expense of integrating the operations and personnel of banks and businesses we acquire;

 potential
 disruption to our business;

 potential
 diversion of our management's time and attention; and

 the
 possible loss of key employees and customers of the banks and businesses we acquire.

 In
addition to acquisitions, we may expand into additional communities or attempt to strengthen our position in our current markets by undertaking
additional branch openings. We believe that it generally takes several years for new banking facilities to first achieve operational
profitability, due to the impact of organization and overhead expenses and the start-up phase of generating loans and deposits. To the
extent that we undertake additional branch openings, we are likely to experience the effects of higher operating expenses relative to
operating income from the new operations, which may have an adverse effect on our levels of reported net income, return on average equity
and return on average assets.

 We
face intense competition in all phases of our business from other banks and financial institutions.

 The
banking and financial services business in our market is highly competitive. Our competitors include large national and regional banks,
local community banks, savings and loan associations, securities and brokerage companies, mortgage companies, insurance companies, finance
companies, money market mutual funds, credit unions, fintech companies, and other non-bank financial service providers, many of which
have greater financial, marketing and technological resources than us. Many of these competitors are not subject to the same regulatory
restrictions that we are and may be able to compete more effectively as a result. Increased competition in our market may result in a
decrease in the amounts of our loans and deposits, reduced spreads between loan rates and deposit rates or loan terms that are more favorable
to the borrower. Any of these results could have a material adverse effect on our ability to grow and remain profitable. If increased
competition causes us to significantly discount the interest rates we offer on loans or increase the amount we pay on deposits, our net
interest income could be adversely impacted. If increased competition causes us to relax our underwriting standards, we could be exposed
to higher losses from lending activities. Additionally, many of our competitors are much larger in total assets and capitalization, have
greater access to capital markets and offer a broader range of financial services than we can offer.

 Technology
and other changes are allowing consumers and businesses to complete financial transactions that historically have involved banks through
alternative methods. For example, the wide acceptance of internet-based commerce has resulted in a number of alternative payment processing
systems and lending platforms in which banks play only minor roles. Customers can also maintain funds in prepaid debit cards or digital
currencies, and pay bills and transfer funds directly without the direct assistance of banks. The diminishing role of banks as financial
intermediaries has resulted and could continue to result in the loss of fee income, as well as the loss of customer deposits and the
related income generated from those deposits. The loss of these revenue streams and the potential loss of lower cost deposits as a source
of funds could have a material adverse effect on our business, financial condition and results of operations.

 While
we do not offer products relating to digital assets, including cryptocurrencies, stablecoins and other similar assets, there has been
a significant increase in digital asset adoption globally over the past several years. Certain characteristics of digital asset transactions,
such as the speed with which such transactions can be conducted, the ability to transact without the involvement of regulated intermediaries,
the ability to engage in transactions across multiple jurisdictions, and the anonymous nature of the transactions, are appealing to certain
consumers notwithstanding the various risks posed by such transactions. Accordingly, digital asset service providers—which, at
present are not subject to the same degree of scrutiny and oversight as banking organizations and other financial institutions—are
becoming active competitors to more traditional financial institutions. The process of eliminating banks as intermediaries, known as
"disintermediation," could result in the loss of fee income, as well as the loss of customer deposits and the related income
generated from those deposits. The loss of these revenue streams and the lower cost of deposits as a source of funds could have a material
adverse effect on our financial condition and results of operations. Potential partnerships with digital asset companies, moreover, could
also entail significant investment.

 The
financial services industry continues to undergo rapid technological changes with frequent introductions of new technology-driven products
and services, including internet services, cryptocurrencies and payment systems. In addition to better serving customers, the effective
use of technology increases efficiency as well as enables financial institutions to reduce costs. Our future success will depend in part
upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer
demands for convenience as well as to create additional efficiencies in our operations as we continue to grow and expand our market area.
Many of our larger competitors have substantially greater resources to invest in technological improvements. As a result, they may be
able to offer additional or superior products to those that we will be able to offer, which would put us at a competitive disadvantage.
Accordingly, we cannot provide you with assurance that we will be able to effectively implement new technology-driven products and services
or be successful in marketing such products and services to our customers.

 Issues
with the use of artificial intelligence in our marketplace may result in reputational harm or liability, or could otherwise adversely
affect the Company's business.

 Artificial
intelligence, including generative artificial intelligence, is or may be enabled by or integrated into the Company's products or
those developed by its third party partners. As with many developing technologies, artificial intelligence presents risks and challenges
that could affect its further development, adoption, and use, and therefore our business. Artificial intelligence algorithms may be flawed,
for example datasets may contain biased information or otherwise be insufficient, and inappropriate or controversial data practices could
impair the acceptance of artificial intelligence solutions and result in burdensome new regulations. If the analyses that products incorporating
artificial intelligence assist in producing for the Company or its third party partners are deficient, biased or inaccurate, the Company
could be subject to competitive harm, potential legal liability and brand or reputational harm. The use of artificial intelligence may
also present ethical issues. If the Company or its third party partners offer artificial intelligence enabled products that are controversial
because of their purported or real impact on human rights, privacy, or other issues, the Company may experience competitive harm, potential
legal liability and brand or reputational harm. In addition, the Company expects that governments will continue to assess and implement
new laws and regulations concerning the use of artificial intelligence, which may affect or impair the usability or efficiency of products
and services and those developed by the Company's third party partners.

 Attractive
acquisition opportunities may not be available to us in the future.

 We
expect that other banking and financial service companies, many of which have significantly greater resources than us, will compete with
us in acquiring other financial institutions if we pursue such acquisitions. This competition could increase prices for potential acquisitions
that we believe are attractive. Also, acquisitions are subject to various regulatory approvals. If we fail to receive the appropriate
regulatory approvals, we will not be able to consummate an acquisition that we believe is in our best interests. Among other things,
our regulators consider our capital, liquidity, profitability, regulatory compliance and levels of goodwill and intangibles when considering
acquisition and expansion proposals. Any acquisition could be dilutive to our earnings and stockholders' equity per share of our
common stock.

 Our
community banking strategy relies heavily on our management team, and the unexpected loss of key managers may adversely affect our operations.

 Much
of our success to date has been influenced strongly by our ability to attract and to retain senior management experienced in banking
and financial services and familiar with the communities in our market area. Our ability to retain executive officers, the current management
teams, branch managers and loan officers will continue to be important to the successful implementation of our strategy. It is also critical,
as we grow, to be able to attract and retain qualified additional management and loan officers with the appropriate level of experience
and knowledge about our market area to implement our community-based operating strategy. The unexpected loss of services of any key management
personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business, financial
condition and results of operations.

 Labor
shortages and failure to attract and retain qualified employees could negatively impact our business, results of operations and financial
condition.

 A
number of factors may adversely affect the labor force available to us or increase labor costs, including high employment levels, and
decreased labor force size and participation. Although we have not experienced any material labor shortage to date, we have recently
observed an overall tightening and increasingly competitive local labor market. As of December 31, 2023, Kansas's unemployment
rate was 2.8%. A sustained labor shortage or increased turnover rates within our employee base could lead to increased costs, such as
increased compensation expense to attract and retain employees.

 In
addition, if we are unable to hire and retain employees capable of performing at a high-level, or if mitigation measures we may take
to respond to a decrease in labor availability have unintended negative effects, our business could be adversely affected. An overall
labor shortage, lack of skilled labor, increased turnover or labor inflation, could have a material adverse impact on our operations,
results of operations, liquidity or cash flows.

 The
occurrence of fraudulent activity, breaches or failures of our information security controls or cybersecurity-related incidents could
have a material adverse effect on our business, financial condition, results of operations and growth prospects.

 As
a bank, we are susceptible to fraudulent activity, information security breaches and cybersecurity-related incidents that may be committed
against us or our clients, which may result in financial losses or increased costs to us or our clients, disclosure or misuse of our
information or our client information, misappropriation of assets, privacy breaches against our clients, litigation or damage to our
reputation. Such fraudulent activity may take many forms, including check fraud, electronic fraud, wire fraud, phishing, social engineering
and other dishonest acts. Information security breaches and cybersecurity-related incidents may include fraudulent or unauthorized access
to systems used by us or our clients, denial or degradation of service attacks and malware or other cyber-attacks.

 In
recent periods, there continues to be a rise in electronic fraudulent activity, security breaches and cyber-attacks within the financial
services industry, especially in the commercial banking sector due to cyber criminals targeting commercial bank accounts. Moreover, several
large corporations, including financial institutions and retail companies, have suffered major data breaches, in some cases exposing
not only confidential and proprietary corporate information, but also sensitive financial and other personal information of their customers
and employees and subjecting them to potential fraudulent activity. Some of our clients may have been affected by these breaches, which
could increase their risks of identity theft and other fraudulent activity that could involve their accounts with us.

 Information
pertaining to us and our clients is maintained, and transactions are executed, on networks and systems maintained by us and certain third
party partners, such as our online banking, mobile banking or accounting systems. The secure maintenance and transmission of confidential
information, as well as execution of transactions over these systems, are essential to protect us and our clients against fraud and security
breaches and to maintain the confidence of our clients. Breaches of information security also may occur through intentional or unintentional
acts by those having access to our systems or the confidential information of our clients, including employees. In addition, increases
in criminal activity levels and sophistication, advances in computer capabilities, new discoveries, vulnerabilities in third party technologies
(including browsers and operating systems) or other developments could result in a compromise or breach of the technology, processes
and controls that we use to prevent fraudulent transactions and to protect data about us, our clients and underlying transactions, as
well as the technology used by our clients to access our systems. Our third party partners' inability to anticipate, or failure
to adequately mitigate, breaches of security could result in a number of negative events, including losses to us or our clients, loss
of business or clients, damage to our reputation, the incurrence of additional expenses, disruption to our business, additional regulatory
scrutiny or penalties or our exposure to civil litigation and possible financial liability, any of which could have a material adverse
effect on our business, financial condition, results of operations and growth prospects.

 We
depend on information technology and telecommunications systems of third parties, and any systems failures, interruptions or data breaches
involving these systems could adversely affect our operations and financial condition.

 Our
business is highly dependent on the successful and uninterrupted functioning of our information technology and telecommunications systems,
third party servicers, accounting systems, mobile and online banking platforms and financial intermediaries. We outsource to third parties
many of our major systems, such as data processing and mobile and online banking. The failure of these systems, or the termination of
a third party software license or service agreement on which any of these systems is based, could interrupt our operations. Because our
information technology and telecommunications systems interface with and depend on third party systems, we could experience service denials
if demand for such services exceeds capacity or such third party systems fail or experience interruptions. A system failure or service
denial could result in a deterioration of our ability to process loans or gather deposits and provide customer service, compromise our
ability to operate effectively, result in potential noncompliance with applicable laws or regulations, damage our reputation, result
in a loss of customer business or subject us to additional regulatory scrutiny and possible financial liability, any of which could have
a material adverse effect on business, financial condition, results of operations and growth prospects. In addition, failures of third
parties to comply with applicable laws and regulations, or fraud or misconduct on the part of employees of any of these third parties,
could disrupt our operations or adversely affect our reputation.

 It
may be difficult for us to replace some of our third party vendors, particularly vendors providing our core banking and information services,
in a timely manner if they are unwilling or unable to provide us with these services in the future for any reason and even if we are
able to replace them, it may be at higher cost or result in the loss of customers. Any such events could have a material adverse effect
on our business, financial condition, results of operations and growth prospects.

 Our
operations rely heavily on the secure processing, storage and transmission of information and the monitoring of a large number of transactions
on a minute-by-minute basis, and even a short interruption in service could have significant consequences. We also interact with and
rely on retailers, for whom we process transactions, as well as financial counterparties and regulators. Each of these third parties
may be targets of the same types of fraudulent activity, computer break-ins and other cyber security breaches described above, and the
cyber security measures that they maintain to mitigate the risk of such activity may be different than our own and may be inadequate.

 As
a result of financial entities and technology systems becoming more interdependent and complex, a cyber-incident, information breach
or loss, or technology failure that compromises the systems or data of one or more financial entities could have a material impact on
counterparties or other market participants, including ourselves. As a result of the foregoing, our ability to conduct business may be
adversely affected by any significant disruptions to us or to third parties with whom we interact.

 We
are subject to certain operational risks, including, but not limited to, customer or employee fraud, losses related to our depositors
and data processing system failures and errors.

 Employee
errors and misconduct could subject us to financial losses or regulatory sanctions and seriously harm our reputation. Misconduct by our
employees could include hiding unauthorized activities from us, improper or unauthorized activities on behalf of our customers or improper
use of confidential information. It is not always possible to prevent employee errors and misconduct, and the precautions we take to
prevent and detect this activity may not be effective in all cases. Employee errors could also subject us to financial claims for negligence.
We are also subject to losses related to our depositors, whether due to simple errors or mistakes, circumvention of controls, or unauthorized
override of controls by our employees, other financial institutions or other third parties.

 We
maintain a system of internal controls and insurance coverage to mitigate against operational risks, including data processing system
failures and errors and customer or employee fraud. Should our internal controls fail to prevent or detect an occurrence, or if any resulting
loss is not insured or exceeds applicable insurance limits, it could have a material adverse effect on our business, financial condition
and results of operations.

 Our
framework for managing risks may not be effective in mitigating risk and loss to us.

 Our
risk management framework seeks to mitigate risk and loss to us. We have established processes and procedures intended to identify, measure,
monitor, report and analyze the types of risk to which we are subject, including liquidity risk, credit risk, market risk, interest rate
risk, operational risk, compensation risk, legal and compliance risk, cyber risk, and reputational risk, among others. However, as with
any risk management framework, there are inherent limitations to our risk management strategies as there may exist, or develop in the
future, risks that we have not appropriately anticipated or identified. Our ability to successfully identify and manage risks facing
us is an important factor that can significantly impact our results. If our risk management framework proves ineffective, we could suffer
unexpected losses and could be materially adversely affected.

 Financial
services companies depend on the accuracy and completeness of information about customers and counterparties.

 In
deciding whether to extend credit or enter into other transactions, we may rely on information furnished by or on behalf of customers
and counterparties, including financial statements, credit reports and other financial information. We may also rely on representations
of those customers, counterparties or other third parties, such as independent auditors, as to the accuracy and completeness of that
information. Reliance on inaccurate or misleading financial statements, credit reports or other financial information could have a material
adverse impact on our business, financial condition and results of operations.

 Liquidity
and Capital Risks

 Our
growth or future losses may require us to raise additional capital in the future, but that capital may not be available when it is needed.

 We
are required by federal and state regulatory authorities to maintain adequate levels of capital to support our operations. We anticipate
that our existing capital resources will satisfy our capital requirements for the foreseeable future. However, we may at some point need
to raise additional capital to support continuing growth. Our ability to raise additional capital is particularly important to our strategy
of growth through acquisitions. Our ability to raise additional capital depends on conditions in the capital markets, economic conditions
and a number of other factors, including investor perceptions regarding the banking industry, market conditions and governmental activities,
and on our financial condition and performance. In particular, if we were required to raise additional capital in the current interest
rate environment, we believe the pricing and other terms investors may require in such an offering may not be attractive to us. Accordingly,
we cannot assure you of our ability to raise additional capital if needed on terms acceptable to us. If we cannot raise additional capital
when needed, our ability to further expand our operations through internal growth and acquisitions could be materially impaired.

 Risks
Related to our Common Stock

 There
can be no assurances concerning continuing dividend payments.

 Our
common stockholders are only entitled to receive the dividends declared by our Board of Directors. Although we have historically paid
quarterly dividends on our common stock and an annual 5% stock dividend, there can be no assurances that we will be able to continue
to pay regular quarterly dividends or an annual stock dividend or that any dividends we do declare will be in any particular amount.
The primary source of money to pay our cash dividends comes from dividends paid to the Company by the Bank. The Bank's ability
to pay dividends to the Company is subject to, among other things, its earnings, financial condition and applicable regulations, which
in some instances limit the amount that may be paid as dividends. In addition, the Company and the Bank are required to maintain a capital
conservation buffer of 2.5% of Common Equity Tier 1 Capital on top of minimum risk-weighted asset ratios to pay dividends without additional
restrictions.

 Failure
to pay interest on our debt may adversely impact our ability to pay dividends.

 Our
$21.7 million of subordinated debentures are held by three business trusts that we control. Interest payments on the debentures must
be paid before we pay dividends on our capital stock, including our common stock. We have the right to defer interest payments on the
debentures for up to 20 consecutive quarters. However, if we elect to defer interest payments, all deferred interest must be paid before
we may pay dividends on our capital stock. Deferral of interest payments could also cause a decline in the market price of our common
stock.

 There
is a limited trading market for our common shares, and you may not be able to resell your shares at or above the price you paid for them.

 Although
our common shares are listed for trading on the Nasdaq Global Market under the symbol "LARK," the trading in our common shares
has substantially less liquidity than many other publicly traded companies. A public trading market having the desired characteristics
of depth, liquidity and orderliness depends on the presence in the market of willing buyers and sellers of our common shares at any given
time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no
control. We cannot assure you that volume of trading in our common shares will increase in the future.

 The
stock market can be volatile, and fluctuations in our operating results and other factors could cause our stock price to decline.

 The
stock market has experienced, and may continue to experience, fluctuations that significantly impact the market prices of securities
issued by many companies. Market fluctuations could adversely affect our stock price. These fluctuations have often been unrelated or
disproportionate to the operating performance of particular companies. These broad market fluctuations, as well as general economic,
systemic, political and market conditions, such as recessions, loss of investor confidence, interest rate changes, tariffs, government
shutdowns, Brexit, or international currency fluctuations, may negatively affect the market price of our common stock. Moreover, our
operating results may fluctuate and vary from period to period due to the risk factors set forth herein. As a result, period-to-period
comparisons should not be relied upon as an indication of future performance. Our stock price could fluctuate significantly in response
to our quarterly or annual results, annual projections and the impact of these risk factors on our operating results or financial position.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None

 ITEM
1C. CYBERSECURITY

 Risk
Management and Strategy. The Company relies extensively on various information systems and other electronic resources to operate
its business. In addition, nearly all of the Company's customers, service providers and other business partners on whom the Company
depends, including the providers of the Company's online banking, mobile banking and accounting systems, use these systems and
their own electronic information systems. Any of these systems can be compromised, including by employees, customers and other individuals
who are authorized to use them, and bad actors using sophisticated and constantly evolving set of software, tools and strategies to do
so.

 Accordingly,
the Company has devoted significant resources to assessing, identifying and managing risks associated with cybersecurity threats, as
noted below:

 Identifying
 and assessing cybersecurity threats: The Company regularly evaluates its systems and
 data for potential vulnerabilities and analyzes the evolving cyber threat landscape, to ensure
 it proactively addresses risks before they materialize. The Company employs monitoring tools
 that can detect and help respond to cybersecurity threats in real-time.

 Integration
 with Overall Risk Management: Cybersecurity risks are seamlessly integrated into the
 Company's broader risk management framework, ensuring a holistic view and prioritized
 mitigation strategies.

 Management
 of Third-Party Risk: The Company's comprehensive third-party management process
 includes rigorous due diligence, oversight and identification of cybersecurity risks associated
 with vendors and service providers.

 Team:
 The Company has an internal committee that is responsible for conducting regular assessments
 of its information systems, existing controls, vulnerabilities and potential improvements.

 Engagement
 of Expert Assistance: The Company leverages the expertise of independent consultants,
 legal advisors, and audit firms to evaluate the effectiveness of our risk management systems
 and address potential cybersecurity incidents efficiently.

 Training:
 The Company conducts periodic cybersecurity training for its workforce.

 This
information security program is a key part of the Company's overall risk management system. The program includes administrative,
technical and physical safeguards to help protect the security and confidentiality of customer records and information. These security
and privacy policies and procedures are in effect across all of the Company's businesses and geographic locations.

 From
time-to-time, the Company has identified cybersecurity threats and cybersecurity incidents that require the Company to make changes to
its processes and to implement additional safeguards. While none of these identified threats or incidents have materially affected the
Company, it is possible that threats and incidents the Company identifies in the future could have a material adverse effect on its business
strategy, results of operations and financial condition.

 Governance.
The Company's management team is responsible for the day-to-day management of cybersecurity risks it faces, including the Company's
Chief Executive Officer and Chief Financial Officer.

 In
addition, the Company's and the Bank's boards of directors, both as a whole and through the Bank's Enterprise Risk Management
Committee ("ERM") is responsible for the oversight of risk management, including cybersecurity risks. In that role, the boards
of directors and the ERM, with support from the Bank's cybersecurity advisors, are responsible for ensuring that the risk management
processes designed and implemented by management are adequate and functioning as designed.

 ITEM
2. PROPERTIES

 The
Company has 31 offices in 24 communities across Kansas: Manhattan (2), Auburn, Dodge City (2), Fort Scott (2), Garden City, Great Bend
(2), Hoisington, Iola, Junction City, Kincaid, LaCrosse, Lawrence (2), Lenexa, Louisburg, Mound City, Osage City, Osawatomie, Overland
Park (2), Paola, Pittsburg, Prairie Village, Topeka (2), Wamego and Wellsville, Kansas. The Company has opened a loan production office
in Missouri. The Company owns its main office in Manhattan, Kansas and 27 branch offices and leases three branch offices. The Company
leases the branch offices in Topeka, Wamego and Prairie Village, Kansas and one loan production office in Kansas City, Missouri. The
Company also leases a parking lot for one of the Dodge City branch offices it owns.

 ITEM
3. LEGAL PROCEEDINGS

 There
are no material pending legal proceedings to which the Company or the Bank is a party or of which any of their property is subject, other
than ordinary routine litigation incidental to the Bank's business. While the ultimate outcome of current legal proceedings cannot
be predicted with certainty, it is the opinion of management that the resolution of these legal actions should not have a material effect
on the Company's consolidated financial position or results of operations.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II.

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Our
common stock has traded on the Nasdaq Global Market under the symbol "LARK" since 2001. At December 31, 2023, the Company
had approximately 277 common shareholders of record and approximately 2,137 beneficial owners of our common stock.

 In
January 2024, we declared our 90 th consecutive cash quarterly dividend of $0.21 per share. We also distributed a 5% stock
dividend for the 23 rd consecutive year in December 2023. As adjusted for the stock dividend, the quarterly cash dividends
were $0.20 per share in 2023. We currently have no plans to change our dividend strategy given our current capital and liquidity positions.

 Period

 Total number of shares purchased

 Average price paid per share

 Total number of shares purchased
 as part of publicly announced plans (1)

 Maximum number of shares that
 may yet be purchased under the plans (1)

 October 1-31, 2023

 -

 $
 -

 -

 178,496

 November 1-30, 2023

 -

 -

 -

 178,496

 December 1-31, 2023

 3,812

 19.58

 3,812

 174,684

 Total

 3,812

 $
 19.58

 3,812

 174,684

 In
March 2020, our Board of Directors approved a stock repurchase plan, permitting us to repurchase up to 225,890 shares ("March 2020
Repurchase Program"). As of December 31, 2023, there were 174,684 shares remaining to repurchase under the March 2020 Repurchase
Program. Unless terminated earlier by resolution of the Board of Directors, the March 2020 Repurchase Program will expire when we have
repurchased all shares authorized for repurchase thereunder.

 ITEM
6. [RESERVED]

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Safe
Harbor Statement Under the Private Securities Litigation Reform Act of 1995

 Forward-Looking
Statements

 This
document (including information incorporated by reference) contains, and future oral and written statements by us and our management
may contain, forward-looking statements, within the meaning of such term in the Private Securities Litigation Reform Act of 1995, with
respect to our financial condition, results of operations, plans, objectives, future performance and business. Forward-looking statements,
which may be based upon beliefs, expectations and assumptions of our management and on information currently available to management,
are generally identifiable by the use of words such as "believe," "expect," "anticipate," "plan,"
"intend," "estimate," "may," "will," "would," "could," "should"
or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the
date they are made, and we undertake no obligation to update any statement in light of new information or future events.

 Our
ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material
adverse effect on operations and future prospects by us and our subsidiaries include, but are not limited to, the following:

 The
 effects of changes in interest rates (including the effects of changes in the rate of prepayments
 of our assets) and the policies of the Federal Reserve including on our net interest income
 and the value of our security portfolio.

 The
 strength of the United States economy in general and the strength of the local economies
 in which we conduct our operations, including the effects of inflationary pressures and supply
 chain constraints on such economies, which may be less favorable than expected and may result
 in, among other things, a deterioration in the credit quality and value of our assets.

 The
 effects of recent developments and events in the financial services industry, including the
 large-scale deposit withdrawals over a short period of time at Silicon Valley Bank, Signature
 Bank and First Republic Bank that resulted in the failure of those institutions;

 The
 economic impact of past and any future terrorist attacks, acts of war, including Israeli-Palestinian
 conflict and the Russian invasion of Ukraine, or threats thereof, and the response of the
 United States to any such threats and attacks.

 The
 effects of, and changes in, federal, state and local laws, regulations and policies affecting
 banking, securities, consumer protection, insurance, tax, trade and monetary and financial
 matters.

 Our
 ability to compete with other financial institutions due to increases in competitive pressures
 in the financial services sector.

 Our
 inability to obtain new customers and to retain existing customers.

 The
 timely development and acceptance of products and services.

 Technological
 changes implemented by us and by other parties, including third-party vendors, which may
 be more difficult to implement or more expensive than anticipated or which may have unforeseen
 consequences to us and our customers.

 Our
 ability to develop and maintain secure and reliable electronic systems.

 The
 effectiveness of our risk management framework.

 The
 occurrence of fraudulent activity, breaches or failures of our information security controls
 or cybersecurity-related incidents and our ability to identify and address such incidents.

 Interruptions
 involving our information technology and telecommunications systems or third-party servicers.

 Changes
 in and uncertainty related to the availability of benchmark interest rates used to price
 our loans and deposits, including the expected elimination of LIBOR and the development of
 a substitute.

 The
 effects of severe weather, natural disasters, widespread disease or pandemics (including
 the COVID-19 pandemic), and other external events.

 Our
 ability to retain key executives and employees and the difficulty that we may experience
 in replacing key executives and employees in an effective manner.

 spending and saving habits which may change in a manner that affects our business adversely.

 Our
 ability to successfully integrate acquired businesses and future growth.

 The
 costs, effects and outcomes of existing or future litigation.

 Changes
 in accounting policies and practices, as may be adopted by state and federal regulatory agencies
 and the FASB.

 Our
 ability to effectively manage our credit risk.

 Our
 ability to forecast probable credit losses and maintain an adequate allowance for credit losses.

 The
 effects of declines in the value of our investment portfolio.

 Our
 ability to raise additional capital if needed.

 The
 effects of declines in real estate markets.

 The
 effects of fraudulent activity on the part of our employees, customers, vendors, or counterparties.

 These
risks and uncertainties should be considered in evaluating forward-looking statements, and undue reliance should not be placed on such
statements. Additional information concerning us and our business, including other factors that could materially affect our financial
results, is included in "Item 1A. Risk Factors."

 CORPORATE
PROFILE AND OVERVIEW

 Landmark
Bancorp, Inc. is a financial holding company incorporated under the laws of the State of Delaware and is engaged in the banking business
through its wholly-owned subsidiary, Landmark National Bank and in the insurance business through its wholly-owned subsidiary, Landmark
Risk Management, Inc. The Company is listed on the Nasdaq Global Market under the symbol "LARK." The Bank is dedicated to
providing quality financial and banking services to its local communities. Our strategy includes continuing a tradition of quality assets
while growing our commercial, commercial real estate and agriculture loan portfolios. We are committed to developing relationships with
our borrowers and providing a total banking service.

 The
Bank is principally engaged in the business of attracting deposits from the general public and using such deposits, together with borrowings
and other funds, to originate one-to-four family residential real estate, construction and land, commercial real estate, commercial,
agriculture, municipal and consumer loans. Although not our primary business function, we do invest in certain investment and mortgage-related
securities using deposits and other borrowings as funding sources.

 Our
results of operations depend generally on net interest income, which is the difference between interest income from interest-earning
assets and interest expense on interest-bearing liabilities. Net interest income is affected by regulatory, economic and competitive
factors that influence interest rates, loan demand and deposit flows. In addition, we are subject to interest rate risk to the degree
that our interest-earning assets mature or reprice at different times, or at different speeds, than our interest-bearing liabilities.
Our results of operations are also affected by non-interest income, such as service charges, loan fees, gains from the sale of newly
originated loans and gains or losses on investments, and certain other non-interest related items. Our principal operating expenses,
aside from interest expense, consist of, among others, compensation and employee benefits, occupancy costs, professional fees, amortization
of intangibles expense, federal deposit insurance costs, data processing expenses and provision for credit losses.

 We
are significantly impacted by prevailing economic conditions including federal monetary and fiscal policies and federal regulations of
financial institutions. The Bank's markets have been impacted by the COVID-19 pandemic, which has had and continues to have a complex
and significant impact on the economy. Deposit balances are influenced by numerous factors such as competing investments, the level of
income and the personal rate of savings within our market areas. Factors influencing lending activities include the demand for housing
and the interest rate pricing competition from other lending institutions.

 Currently,
our business consists of ownership of the Bank, with its main office in Manhattan, Kansas and thirty one additional offices in
central, eastern, southeast and southwest Kansas and Missouri, and our ownership of Landmark Risk Management, Inc. Landmark Risk Management,
Inc. is a Nevada-based captive insurance company.

 CRITICAL
ACCOUNTING POLICIES

 Critical
accounting policies are those that are both most important to the portrayal of our financial condition and results of operations, and
require our management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about
the effect of matters that are inherently uncertain. Our critical accounting policies relate to the allowance for credit losses and business
combinations, both of which involve significant judgment by our management.

 On
January 1, 2023, we adopted CECL, which changed our allowance for credit losses from an incurred loss methodology to an expected
loss methodology. The CECL model is subject to changes in our economic forecast, which can impact the calculation of our allowance
for credit losses substantially. Our most significant critical accounting estimates relate to the allowance for credit losses on
loans, which involve significant judgment by our management. The analysis is updated on a quarterly basis based on historical loss
information adjusted for current conditions and reasonable and supportable forecasts. Additionally, the Company considers changes in
economic and business conditions, changes in policies, procedures and underwriting, changes in management or staff and their related
experience, changes in nature and volume of the portfolio, changes in loan review, changes in collateral values, changes in past due
and nonaccrual loans, changes in competition, legal and regulatory issues, changes in concentrations and other qualitative factors,
which impacts the estimate of future credit losses. These qualitative factors comprise a significant portion of the Company's
allowance for credit losses. Based on a sensitivity analysis of all collectively evaluated loan pools, a five basis point change in
the qualitative risk factors across all loan categories would result in an increase or decrease of $474,000 or 4.5% in the allowance
for credit losses as of December 31,2023. See Note 1 Summary of Significant Accounting Policies for a more detailed description
methodology and impact of adoption.

 We
have completed several business and asset acquisitions since 2002, which have generated significant amounts of goodwill. The initial
value assigned to goodwill is the residual of the purchase price over the fair value of all identifiable tangible and intangible assets
acquired and liabilities assumed. Goodwill is not amortized; however, it is tested for impairment at each calendar year end or more frequently
when events or circumstances dictate. The Company performed a qualitative assessment of factors to determine if it is more likely than
not that the fair value of a reporting unit is less than its carrying amount as of December 31, 2023. This assessment included a review
of macroeconomic conditions, industry and market specific considerations and other relevant factors including the Company's market
capitalization, with control premiums and valuation multiples, compared to recent financial industry acquisition multiples for similar
institutions to estimate the fair value of the Company's single reporting unit. The Company's qualitative impairment test
indicated that its goodwill was not impaired. The Company can make no assurances that future impairment tests will not result in goodwill
impairments.

 COMPARISON
OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022

 SUMMARY
OF PERFORMANCE. Net earnings for 2023 increased $2.4 million, or 23.9%, to $12.2 million as compared to $9.9 million for 2022. The
increase in net earnings during 2023 was primarily related to an increase in interest income due to an increase in average interest earning
assets and higher yields on those assets. The increase in assets was due primarily to our acquisition of Freedom Bank on October 1, 2022
and organic growth. Higher interest rates and average balances of interest bearing liabilities also increased our interest expense. The
acquisition of Freedom Bank also contributed to an increase in non-interest expense in 2023.

 We
distributed a 5% stock dividend for the 23rd consecutive year in December 2023. All per share and average share data in this section
reflect the 2023 and 2022 stock dividends.

Income. Interest income for 2023 increased $21.5
million to $64.7 million, an increase of 49.6% as compared to 2022. Interest income on loans increased $18.3 million, or 54.6%, to $51.8
million for 2023, as compared to 2022 due to higher yields and average balances. Our yields increased from 4.77% in 2022 to 5.81% in
2023. The increase in interest income on loans was also driven by an increase in average loan balances, which increased from $702.2 million
in 2022 to $891.5 million in 2023. Interest income on investment securities increased $3.3 million, or 34.5%, to $12.7 million during
2023, as compared to 2022. The increase in interest income on investment securities was primarily the result of increased yields on investment
securities, which increased from 2.15% in 2022 to 2.76% in 2023. Also contributing to the increase in interest income on investment securities
was an increase in the average balances of investment securities, which increased from $474.7 million in 2022 to $486.3 million in 2023.
Higher market interest rates have positively impacted the yield on our loans and investment securities.

Expense. Interest expense during 2023 increased
$17.0 million, or 392.2%, to $21.4 million as compared to 2022. Interest expense on interest-bearing deposits increased $12.5 million
to $15.3 million for 2023 as compared to $2.8 million in 2022. Our total cost of interest-bearing deposits increased from 0.35% during
2022 to 1.71% during 2023 as a result of higher rates and increased competition for deposits. Also contributing to the increase in interest
expense was an increase in average interest-bearing deposit balances, which increased from $804.1 million in 2022 to $892.4 million in
2023, largely resulting from the acquisition of Freedom Bank. Interest expense on borrowings increased $4.6 million to $6.1 million during
2023, as compared to 2022, due to an increase in our average borrowings, which increased from $50.0 million in 2022 to $114.2 million
in 2023. Also contributing to the increase in interest expense on borrowings were higher rates, which increased from 3.14% in 2022 to
5.37% in 2023. Higher market interest rates have negatively impacted our cost of interest-bearing deposits and borrowings.

 Net
Interest Income. Net interest income represents
the difference between income derived from interest-earning assets and the expense incurred on interest-bearing liabilities. Net interest
income is affected by both the difference between the rates of interest earned on interest-earnings assets and the rates paid on interest-bearing
liabilities ("interest rate spread") as well as the relative amounts of interest-earning assets and interest-bearing liabilities.

 During
2023, net interest income increased $4.4 million, or 11.3%, to $43.3 million compared to $38.9 million in 2022. The increase in net interest
income was primarily a result of an increase in interest income on loans and investments, partially offset by higher interest expense.
The accretion of purchase accounting adjustments increased net interest income by $993,000 in 2023 compared to $460,000 in 2022. The
increase was primarily related to fair value adjustments on loans acquired in the Freedom Bank transaction. Compared to the same period
last year, the increase in interest rates raised the yields on our interest-earning assets and the cost of our interest-bearing liabilities.
Our net interest margin, on a tax-equivalent basis, decreased to 3.17% during 2023 from 3.21% during 2022. Continued increases in interest
rates may not result in a higher net interest margin as a result of increased competition for loans and deposits and the impact of a
negative sloping yield curve. Additionally, deposit balances may decline resulting in the need for higher cost funding.

 Provision
for credit Losses. On January 1, 2023, we adopted
CECL and established an allowance for credit losses ("ACL") based on this framework. The ACL is based on the historical loss
rates and the weighted average remaining maturity for financial assets measured at amortized costs including loans, investment securities
and unfunded loan commitments. The historical loss rates are adjusted to reflect reasonable and supportable forecasts to estimate expected
credit losses over the life of the financial asset.

 During
2023, we recorded a $349,000 provision for credit losses compared to no provision for credit losses in 2022. The $349,000 provision for
credit losses during 2023 consisted of a $250,000 provision to the allowance for credit losses on loans, $80,000 to unfunded loan commitments
and $19,000 to the allowance for credit losses on held-to-maturity investment securities. We recorded net loan recoveries of $44,000
during 2023 compared to net loan recoveries of $16,000 during 2022.

 Non-interest
Income. Total non-interest income was $13.2 million
in 2023, a decrease of $470,000, or 3.4%, compared to 2022. The decrease in non-interest income was primarily the result of a decrease
of $1.2 million in gains on sales of one-to-four family residential real estate loans as higher interest rates and low housing inventories
reduced originations of these loans, which are typically sold in the secondary market. However, higher mortgage rates did result in increased
originations of adjustable-rate loans in 2023, which are maintained in our one-to-four family residential loan portfolio. Also contributing
to the decrease in non-interest income was an increase in losses on sales of investment securities, which increased to $1.2 million in
2023 compared $1.1 million in 2022. Partially offsetting those decreases were increases of $569,000 in fees and service charges and $133,000
in bank owned life insurance. These increases were primarily related to the Freedom Bank acquisition. Additionally, other non-interest
income increased by $146,000 from 2022 to 2023, primarily due to an increase in lease income associated with part of a branch facility
that was vacant in the 2022.

 Non-interest
Expense. Non-interest expense increased $713,000,
or 1.7%, to $42.0 million in 2023 compared to $41.3 million in 2022. The increase in non-interest expense in 2023 compared to 2022 was
mainly due to higher compensation and benefits, occupancy and equipment and data processing due to the acquisition of Freedom Bank. Also
contributing to the increases were higher amortization costs associated with the purchase accounting entries related to the acquisition.
Professional fees increased due higher consulting costs and audit fees. Offsetting those increases was a $3.4 million decrease in acquisition
costs associated with the acquisition of Freedom Bank.

 INCOME
TAXES. We recorded income tax expense of $2.0 million in 2023 compared to $1.4 million in 2022. The effective tax rate increased
from 12.7% in 2022 to 13.8% in 2023, primarily due to higher earnings before income taxes. During 2023, we recognized $517,000 of previously
unrecognized tax benefits compared to $465,000 during 2022, which reduced the effective tax rates in both years.

 FINANCIAL
CONDITION. Economic conditions in the United States continue to be stagnant during 2023 as elevated inflation levels and higher interest
rates continued to impact the economy. The increase in interest rates has impacted financial institutions resulting in higher costs of
funding and lower fair values for investment securities. Three large regional banks have been closed by the Federal Deposit Insurance
Corporation (FDIC) mainly due to liquidity concerns, resulting from interest rate risk issues and large concentrations of uninsured corporate
deposits. The liquidity issues faced by these banks related to their operations and business strategies which were different than our
business model. We maintain strong capital and liquidity, and a stable, conservative deposit portfolio with a majority of our deposits
being retail-based and FDIC insured. We spend significant time each month monitoring our interest rate and concentration risks through
our asset/liability management and lending strategies that involve a relationship-based banking model offering stability and consistency.
The State of Kansas and the geographic markets in which the Company operates were also impacted by these economic headwinds. Supply chain
constraints, labor shortages and geopolitical events have contributed to the rising inflation levels which are impacting all areas of
the economy both nationally and locally. While nationally commercial real estate has been negatively impacted by higher interest rates
and vacancies, the Company's markets have not been impacted as much as other areas of the United States. Our allowance for credit
losses included estimates of the economic impact of these conditions and other qualitative factors on our loan portfolio. However, our
loan portfolio is diversified across various types of loans and collateral throughout the markets in which we operate. Aside from a few
problem loans that management is working to resolve, our asset quality has remained strong over the past few years. While further increases
in problem assets may arise, management believes its efforts to run a high quality financial institution with a sound asset base will
continue to create a strong foundation for continued growth and profitability in the future.

 Asset
Quality and Distribution. Our primary investing activities
are the origination of one-to-four family residential real estate, construction and land, commercial real estate, commercial, agriculture,
municipal and consumer loans and the purchase of investment securities. Total assets increased $58.8 million, or 3.9%, to $1.6 billion
at December 31, 2023, compared to $1.5 billion at December 31, 2022. Net loans, excluding loans held for sale, increased $96.5 million,
or 11.5%, to $937.6 million at December 31, 2023, compared to $841.1 million at December 31, 2022. Investment securities available-for-sale
decreased $36.5 million, or 7.5%, from $489.3 million at December 31, 2022 to $452.8 million at December 31, 2023.

 The
allowance for credit losses is established through a provision for credit losses based on our economic projections. At December 31, 2023,
our allowance for credit losses on loans totaled $10.6 million, or 1.12% of gross loans outstanding, compared to $8.8 million, or 1.03%
of gross loans outstanding, at December 31, 2022. The increase in our allowance for credit losses on loans as a percentage of gross loans
outstanding was primarily due to the adoption of CECL on January 1, 2023.

 As
of December 31, 2023 and 2022, approximately $7.5 million and $13.0 million, respectively, of loans were considered classified and assigned
a risk rating of special mention, substandard or doubtful. These ratings indicate that the loans identified as potential problem loans
have more than normal risk which raised doubts as to the ability of the borrower to comply with present loan repayment terms. Even though
these borrowers were experiencing moderate cash flow problems as well as some deterioration in collateral value, management believed
the general allowance was sufficient to cover all expected future losses expected in the loan portfolio at the balance sheet date.

 Loans
past due 30-89 days and still accruing interest totaled $1.6 million, or 0.17% of gross loans, at December 31, 2023, compared to $738,000,
or 0.09% of gross loans, at December 31, 2022. At December 31, 2023, $2.4 million of loans were on non-accrual status, or 0.25% of gross
loans, compared to $3.3 million, or 0.39% of gross loans, at December 31, 2022. Non-accrual loans consist of loans 90 or more days past
due and certain impaired loans. There were no loans 90 days delinquent and accruing interest at December 31, 2023 and 2022.

 As
part of our credit risk management, we continue to manage the loan portfolio to identify problem loans and have placed additional emphasis
on commercial real estate and construction and land relationships. We are working to resolve the remaining problem credits or move the
non-performing credits out of the loan portfolio. At December 31, 2023, we had $928,000 of real estate owned compared to $934,000 at
December 31, 2022. The decrease in real estate owned as of December 31, 2023 compared to December 31, 2022 was primarily due to a valuation
allowance recorded against a residential real estate property. As of December 31, 2023, real estate owned consisted of a commercial building,
undeveloped land and three residential real estate properties. The Company is currently marketing all of the remaining properties in
real estate owned.

 Liability
Distribution. Our primary ongoing sources of funds
are deposits, FHLB borrowings, proceeds from principal and interest payments on loans and investment securities and proceeds from the
sale of mortgage loans and investment securities. While maturities and scheduled amortization of loans are a predictable source of funds,
deposit flows and mortgage prepayments are greatly influenced by general interest rates and economic conditions. We experienced an increase
of $15.6 million, or 1.2% in total deposits during 2023, to $1.3 billion at December 31, 2023, from $1.1 billion at December 31, 2022.
The increase in deposits was primarily due to higher balances of brokered deposits.

 Total
borrowings increased $30.8 million, or 45.1%, to $99.0 million at December 31, 2023, from $68.3 million at December 31, 2022. The increase
in borrowings was primarily due to funding loan growth.

 Non-interest-bearing
deposits at December 31, 2023, were $367.1 million, or 27.9% of deposits, compared to $410.1 million, or 31.5% of deposits, at December
31, 2022. Money market and checking accounts were 46.6% of our deposit portfolio and totaled $613.6 million at December 31, 2023, compared
to $626.7 million, or 48.2% of deposits, at December 31, 2022. Savings accounts decreased to $152.4 million, or 11.6% of deposits, at
December 31, 2023, from $170.6 million, or 13.1% of deposits, at December 31, 2022. Certificates of deposit totaled $183.2 million, or
13.9% of deposits, at December 31, 2023, compared to $93.3 million, or 7.2% of deposits, at December 31, 2022. Competition for deposits
may affect our ability to continue to increase deposit balances and could result in a decrease in our deposit balances in future periods.

 Certificates
of deposit at December 31, 2023, scheduled to mature in one year or less totaled $163.4 million. Historically, maturing deposits have
generally remained with the Bank, and we believe that a significant portion of the deposits maturing in one year or less will remain
with us upon maturity in some type of deposit account.

 CASH
FLOWS. During 2023, our cash and cash equivalents increased by $3.9 million. Our operating activities provided net cash of $12.6
million in 2023, which is primarily the result of net earnings and sales of one-to-four family residential mortgage loans. Our investing
activities used net cash of $50.6 million during 2023, primarily to fund loan growth. Our financing activities provided net cash of $42.0
million during 2023, primarily as a result of an increase in borrowings.

 Liquidity.
 Our most liquid assets are cash and cash equivalents
and investment securities available-for-sale. The levels of these assets are dependent on the operating, financing, lending and investing
activities during any given year. These liquid assets totaled $484.8 million at December 31, 2023 and $521.5 million at December 31,
2022. During periods in which we are not able to originate a sufficient amount of loans and/or periods of high principal prepayments,
we generally increase our liquid assets by investing in short-term, high-grade investments.

 Liquidity
management is both a daily and long-term function of our strategy. Excess funds are generally invested in short-term investments. Excess
funds are typically generated as a result of increased deposit balances, while uses of excess funds are generally deposit withdrawals
and loan advances. In the event we require funds beyond our ability to generate them internally, additional funds are generally available
through the use of brokered deposits, FHLB advances, a line of credit with the FHLB, other borrowings or through sales of investment
securities. At December 31, 2023, we had an outstanding balance of $58.0 million against our line of credit with the FHLB. At December
31, 2023, we had collateral pledged to the FHLB that would allow us to borrow $153.1 million, subject to FHLB credit requirements and
policies. At December 31, 2023, we had no borrowings through the Federal Reserve discount window, while our borrowing capacity with the
Federal Reserve was $60.7 million. We also have various other federal funds agreements, both secured and unsecured, with correspondent
banks totaling approximately $30.0 million in available credit under which we had no outstanding borrowings at December 31, 2023. At
December 31, 2023, we had subordinated debentures totaling $21.7 million and $12.7 million of repurchase agreements. At December 31,
2023, the Company had no borrowings against a $5.0 million line of credit from an unrelated financial institution maturing on November
1, 2024, with an interest rate that adjusts daily based on the prime rate less 0.50%. This line of credit has covenants specific to capital
and other financial ratios, which the Company was in compliance with at December 31, 2023. The Company also borrowed $6.6 million from
the same unrelated financial institution at a fixed rate of 6.15%. This borrowing matures on September 1, 2027 and requires quarterly
principal and interest payments. The original balance of this borrowing was $10.0 million and was used to fund part of the acquisition
of Freedom.

 OFF-BALANCE
SHEET ARRANGEMENTS. As a provider of financial services, we routinely issue financial guarantees in the form of financial and performance
standby letters of credit. Standby letters of credit are contingent commitments issued by us generally to guarantee the payment or performance
obligation of a customer to a third party. While these standby letters of credit represent a potential outlay by us, a significant amount
of the commitments may expire without being drawn upon. We have recourse against the customer for any amount the customer is required
to pay to a third party under a standby letter of credit. The letters of credit are subject to the same credit policies, underwriting
standards and approval process as loans made by us. Most of the standby letters of credit are secured, and in the event of nonperformance
by the customers, we have the right to the underlying collateral, which could include commercial real estate, physical plant and property,
inventory, receivables, cash and marketable securities. The contract amount of these standby letters of credit, which represents the
maximum potential future payments guaranteed by us, was $1.6 million at December 31, 2023.

 At
December 31, 2023, we had outstanding loan commitments, excluding standby letters of credit, of $211.8 million. We anticipate that sufficient
funds will be available to meet current loan commitments. These commitments consist of unfunded lines of credit and commitments to finance
real estate loans.

 CAPITAL.
 Current regulatory capital regulations require financial institutions (including banks and bank holding companies) to meet certain
regulatory capital requirements. The Company and the Bank are subject to the Basel III Rule that implemented the Basel III regulatory
capital reforms from the Basel Committee on Banking Supervision and certain changes required by the Dodd-Frank Act. The Basel III Rule
is applicable to all U.S. banks that are subject to minimum capital requirements, as well as to bank and savings and loan holding companies
other than "small bank holding companies" (generally, non-public bank holding companies with consolidated assets of less
than $3.0 billion).

 The
Basel III Rule requires a common equity Tier 1 capital to risk-weighted assets minimum ratio of 4.5%, a Tier 1 capital to risk-weighted
assets minimum ratio of 6.0%, a Total Capital to risk-weighted assets minimum ratio of 8.0%, and a Tier 1 leverage minimum ratio of 4.0%.
A capital conservation buffer, equal to 2.5% common equity Tier 1 capital, is also established above the regulatory minimum capital requirements
(other than the Tier 1 leverage ratio). At December 31, 2023, the Bank maintained a leverage ratio of 8.7% and a total risk-based capital
ratio of 13.7%. As shown by the following table, the Bank's capital exceeded the minimum capital requirements in effect at December
31, 2023, including the capital conservation buffers.

 Actual

 Actual

 Minimum

 Minimum

 (dollars in thousands)

 amount

 percent

 amount

 percent(1)

 $

 8.68
 %

 $
 61,951

 4.00
 %

 12.74
 %

 73,833

 7.00
 %

 12.74
 %

 89,655

 8.50
 %

 Total risk-based Capital

 144,468

 13.70
 %

 110,750

 10.50
 %

 (1)

 The minimum required percent includes a capital conservation
 buffer of 2.5%.

 Banks
and bank holding companies are generally expected to operate at or above the minimum capital requirements. The Company's and the
Bank's ratios above are well in excess of regulatory minimums. As of December 31, 2023 and 2022, the Company and the Bank also
exceeded the "well capitalized" thresholds, which is the highest rating available. There are no conditions or events that
management believes have changed the Company's and the Bank's category as of the date of this report. We have $21.7 million
in trust preferred securities which, in accordance with current capital guidelines, have been included in total risk-based capital as
of December 31, 2023. Cash distributions on the securities are payable quarterly, are deductible for income tax purposes and are included
in interest expense in the consolidated financial statements.

 DIVIDENDS

 During
the year ended December 31, 2023, we paid quarterly cash dividends of $0.20 per share to our stockholders, as adjusted to give effect
to 5% stock dividends, which we distributed for the 23th consecutive year in December 2023. The 2022 quarterly cash dividends were $0.19
per share as adjusted to give effect to 5% stock dividends.

 The
payment of dividends by any financial institution or its holding company is affected by the requirement to maintain adequate capital
pursuant to applicable capital adequacy guidelines and regulations. As described above, the Bank exceeded its minimum capital requirements
under applicable guidelines as of December 31, 2023. The National Bank Act imposes limitations on the amount of dividends that a national
bank may pay without prior regulatory approval. Generally, the amount is limited to the bank's current year's net earnings
plus the adjusted retained earnings for the three preceding years. As of December 31, 2023, $12.9 million was available to be paid as
dividends to the Company by the Bank without prior regulatory approval.

 Additionally,
our ability to pay dividends is limited by the subordinated debentures associated with the trust preferred securities that are held by
three business trusts that we control. Interest payments on the debentures must be paid before we pay dividends on our capital stock,
including our common stock. We have the right to defer interest payments on the debentures for up to 20 consecutive quarters. However,
if we elect to defer interest payments, all deferred interest must be paid before we may pay dividends on our capital stock.

 EFFECTS
OF INFLATION

 Our
consolidated financial statements and accompanying footnotes have been prepared in accordance with U.S. generally accepted accounting
principles ("GAAP"), which generally require the measurement of financial position and operating results in terms of historical
dollars without consideration for changes in the relative purchasing power of money over time due to inflation. The impact of inflation
can be found in the increased cost of our operations because our assets and liabilities are primarily monetary, and interest rates have
a greater impact on our performance than do the effects of inflation.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Our
assets and liabilities are principally financial in nature, and the resulting net interest income thereon is subject to changes in market
interest rates and the mix of various assets and liabilities. Interest rates in the financial markets affect our decisions on pricing
our assets and liabilities which impacts our net interest income, a significant cash flow source for us. As a result, a substantial portion
of our risk management activities relates to managing interest rate risk.

 Our
Asset/Liability Management Committee monitors the interest rate sensitivity of our balance sheet using earnings simulation models and
interest sensitivity "gap" analysis. We have set policy limits of interest rate risk to be assumed in the normal course of
business and monitor such limits through our simulation process.

 In
the past, we have been successful in meeting the interest rate sensitivity objectives set forth in our policy. Simulation models are
prepared to determine the impact on net interest income for the coming twelve months, including using rates at December 31, 2023 and
forecasting volumes for the twelve-month projection. This position is then subjected to a shift in interest rates of 100, 200 and 300
basis points rising and 100 basis points falling with an impact to our net interest income on a one-year horizon as follows:

 Scenario

 Dollar change in net interest income ($000's)

 Percent change in net interest income

 Dollar change in net interest income ($000's)

 Percent change in net interest income

 300 basis point rising

 $
 (5,924
)

 (13.8
)%

 $
 (3,245
)

 (6.6
)%

 200 basis point rising

 $
 (4,012
)

 (9.3
)%

 $
 (2,218
)

 (4.5
)%

 100 basis point rising

 $
 (2,122
)

 (4.9
)%

 $
 (1,215
)

 (2.5
)%

 100 basis point falling

 $

 0.0
 %

 $

 1.5
 %

 200 basis point falling

 $
 (909
)

 (2.1
)%

 $

 90.0
 %

 300 basis point falling

 $
 (2,037
)

 (4.7
)%

 $
 (67
)

 (0.1
)%

 ASSET/LIABILITY
MANAGEMENT

rate "gap" analysis is a common, though imperfect, measure of interest rate risk which measures the relative dollar amounts
of interest-earning assets and interest-bearing liabilities which reprice within a specific time period, either through maturity or rate
adjustment. The "gap" is the difference between the amounts of such assets and liabilities that are subject to such repricing.
A "positive" gap for a given period means that the amount of interest-earning assets maturing or otherwise repricing within
that period exceeds the amount of interest-bearing liabilities maturing or otherwise repricing during that same period. In a rising interest
rate environment, an institution with a positive gap would generally be expected, absent the effects of other factors, to experience
a greater increase in the yield of its assets relative to the cost of its liabilities. Conversely, the cost of funds for an institution
with a positive gap would generally be expected to decline less quickly than the yield on its assets in a falling interest rate environment.
Changes in interest rates generally have the opposite effect on an institution with a "negative" gap.

 The
following is our "static gap" schedule. Loans include prepayment assumptions based on historical prepayment speeds. Mortgage-backed
securities include published prepayment assumptions, while all other investments assume no prepayments.

 Certificates
of deposit reflect contractual maturities only. Money market, checking and savings accounts reprice immediately in the first period.
Borrowing reflects contractual repricing and maturities.

 We
have been successful in meeting the interest sensitivity objectives set forth in our policy. This has been accomplished primarily by
managing the assets and liabilities while maintaining our traditional high credit standards.

 INTEREST-EARNING
ASSETS AND INTEREST-BEARING LIABILITIES REPRICING SCHEDULE

 ("GAP"
TABLE)

 3 months or less

 3 to 12 months

 1 to 5 years

 Over 5 years

 Total

 Interest-earning assets:

 Investment securities

 $
 4,805

 $
 32,340

 $
 236,365

 $
 182,814

 $
 456,324

 Loans

 228,622

 192,229

 431,353

 96,452

 Total interest-earning assets

 $
 233,427

 $
 224,569

 $
 667,718

 $
 279,266

 $
 1,404,980

 Interest-bearing liabilities:

 $
 91,903

 $
 71,536

 $
 19,713

 $

 $
 183,154

 Money market and checking accounts

 613,613

 -

 -

 -

 613,613

 Savings accounts

 152,381

 -

 -

 -

 152,381

 Borrowed money

 79,241

 14,201

 5,585

 -

 99,027

 Total interest-bearing liabilities

 $
 937,138

 $
 85,737

 $
 25,298

 $

 $
 1,048,175

 Interest sensitivity gap per period

 $
 (703,711
)

 $
 138,832

 $
 642,420

 $
 279,264

 $
 356,805

 Cumulative interest sensitivity gap

 (703,711
)

 (564,879
)

 77,541

 356,805

 Cumulative gap as a percent of total interest-earning assets

 (50.09
)%

 (40.21
)%

 5.52
 %

 25.40
 %

 Cumulative interest sensitive assets as a percent of cumulative interest sensitive
 liabilities

 24.91
 %

 44.78
 %

 107.40
 %

 134.04
 %

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 Stockholders
and the Board of Directors

 Landmark
Bancorp, Inc. and Subsidiaries

 Manhattan,
Kansas

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Landmark Bancorp, Inc. and Subsidiaries (the "Company") as of
December 31, 2023 and 2022, the related consolidated statements of earnings, comprehensive income, stockholders' equity, and cash
flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial
statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period
ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 Explanatory
Paragraph - Change in Accounting Principle

 As
discussed in Note 1 to the financial statements, the Company has changed its method of accounting for credit losses in 2023 due to the
adoption of Accounting Standards Codification Topic 326, Financial Instruments – Credit Losses (ASC Topic 326). The Company adopted
the new credit loss standard using the modified retrospective method such that prior period amounts are not adjusted and continue to
be reported in accordance with previously applicable generally accepted accounting principles.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits
included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.

 Critical
Audit Matter

 The
critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated
or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 Allowance
for Credit Losses on Loans – Qualitative Factors

 As
described in Note 1 of the consolidated financial statements and the explanatory paragraph above, the Company adopted ASC Topic 326 as of January 1, 2023 using the
modified retrospective method. The allowance for credit losses on loans is a valuation account that is deducted from the amortized costs basis of
loans to present the net amount expected to be collected on loans. The Company utilized a
weighted average remaining maturity model to estimate the quantitative component of the allowance for credit losses for loans. The
quantitative model was adjusted with qualitative factors, including but not limited to: changes in economic and business conditions,
changes in policies, procedures and underwriting, changes in management or staff and their related experience, changes in nature and
volume of the portfolio, changes in loan review, changes in collateral values, changes in past due and nonaccrual loans, changes in
competition, legal and regulatory issues, changes in concentrations and other qualitative factors that could affect credit losses.

 We
identified auditing the qualitative factors at the date of adoption and subsequent periods as a critical audit matter as it involved significant management judgment,
which in turn led to a high degree of auditor judgment and subjectivity to evaluate management's determination and application of
the qualitative factors.

 The
primary substantive audit procedures we performed to address this critical audit matter included:

 Testing
 the completeness and accuracy of internal data and the reliability and relevance
 of external data used as the basis for the qualitative factors;

 Evaluating
 the reasonableness of management's judgments related to the determination
 of the qualitative factors and the accuracy of the resulting allocation of the allowance;

 Analytically
 evaluating the qualitative factors including the magnitude of the adjustments; and

 Tracing
 the allowance allocation from the qualitative factor analysis to the overall allowance calculation.

 /s/
 Crowe LLP

 Crowe LLP

 We
have served as the Company's auditor since 2014.

 Dallas,
Texas

 March

Balance Sheets

 December 31,

 December 31,

 2023

 2022

 (Unaudited)

 Assets

 $

 $

 Interest-bearing deposits at other banks

 4,918

 9,084

 Investment securities available-for-sale, at fair value

 Investment securities, held-to-maturity, net of allowance for credit losses of $ 91
 and $ 0, fair value of $ 3,049 and $ 3,452

 3,555

 3,524

 Bank stocks, at cost

 8,123

 5,470

 Loans, net of allowance for credit losses of $ 10,608 and $ 8,791

 937,619

 841,149

 Loans held for sale, at fair value

 2,488

 Bank owned life insurance

 38,333

 37,323

 Premises and equipment, net

 19,709

 24,327

 Goodwill

 32,377

 32,199

 Other intangible assets, net

 3,241

 4,006

 Mortgage servicing rights

 3,158

 3,813

 Real estate owned, net

 Accrued interest and other assets

 28,988

 26,088

 Total assets

 $
 1,561,672

 $
 1,502,867

 Liabilities and Stockholders' Equity

 Liabilities:

 Deposits:

 Non-interest-bearing demand

 $
 367,103

 $
 410,142

 Money market and checking

 613,613

 626,659

 Savings

 152,381

 170,570

 183,154

 93,278

 Total deposits

 1,316,251

 1,300,649

 Federal Home Loan Bank and other borrowings

 64,662

 17,200

 29,402

 Accrued interest and other liabilities

 19,480

 22,532

 Total liabilities

 1,434,758

 1,391,434

 Commitments and contingencies

 -

 -

 Stockholders' equity:

 Preferred stock, $ 0.01 par value per share, 200,000 shares authorized; none issued

 -

 -

 Common stock, $ 0.01
 par value per share, 7,500,000
 shares authorized; 5,481,407
 and 5,473,894
 shares issued at December 31, 2023 and 2022, respectively

 Additional paid-in capital

 89,208

 84,273

 Retained earnings

 54,282

 52,174

 Treasury stock, at cost; 3,812 and 0 shares at December 31, 2023 and 2022, respectively

 ( 75
)

 -

 Accumulated other comprehensive loss

 ( 16,556
)

 ( 25,066
)

 Total stockholders' equity

 126,914

 111,433

 Total liabilities and stockholders' equity

 $
 1,561,672

 $
 1,502,867

 See
accompanying notes to consolidated financial statements.

Statements of Earnings

 2023

 2022

 2021

 2023

 2022

 2021

 Interest income:

 Loans

 $
 51,753

 $
 33,473

 $
 33,612

 Investment securities:

 Taxable

 9,594

 6,414

 3,005

 Tax-exempt

 3,094

 3,018

 3,022

 Interest-bearing deposits at banks

 Total interest income

 64,683

 43,226

 39,826

 Interest expense:

 15,254

 2,776

 1,023

 FHLB and other borrowings

 4,048

 -

 1,590

 Total interest expense

 21,391

 4,346

 1,506

 Net interest income

 43,292

 38,880

 38,320

 -

 Net interest income after provision for credit losses

 42,943

 38,880

 37,820

 Non-interest income:

 Fees and service charges

 10,220

 9,651

 8,857

 Gains on sales of loans, net

 2,269

 3,444

 10,487

 Increase in cash surrender value of bank owned life insurance

 (Losses) gains on sales of investment securities, net

 ( 1,246
)

 ( 1,103
)

 1,138

 Other

 1,074

 1,093

 Total non-interest income

 13,230

 13,700

 22,261

 Non-interest expense:

 Compensation and benefits

 22,681

 20,405

 20,157

 Occupancy and equipment

 5,565

 5,118

 4,482

 Data processing

 1,940

 1,580

 2,016

 Amortization of mortgage servicing rights and other intangibles

 1,844

 1,446

 1,601

 Professional fees

 2,452

 1,892

 1,831

 Acquisition costs

 -

 3,398

 -

 Other

 7,501

 7,431

 7,169

 Total non-interest expense

 41,983

 41,270

 37,256

 Earnings before income taxes

 14,190

 11,310

 22,825

 Income tax expense

 1,954

 1,432

 4,814

 $

 $
 9,878

 $

 Earnings per share ( 1):

 Basic

 $
 2.23

 $
 1.80

 $
 3.27

 Diluted

 $
 2.23

 $
 1.79

 $
 3.26

 (1)
 All
 per share amounts have been adjusted to give effect to the 5 % stock dividends paid during
 December 2023, 2022 and 2021.

Statements of Comprehensive Income

 2023

 2022

 2021

 2023

 2022

 2021

 $

 $
 9,878

 $

 Net unrealized holding gains (losses) on available-for-sale securities

 10,025

 ( 39,440
)

 ( 6,236
)

 Less reclassification adjustment on losses (gains) included in earnings

 1,246

 1,103

 ( 1,138
)

 Net unrealized gains (losses)

 11,271

 ( 38,337
)

 ( 7,374
)

 Income tax effect on net (losses) gains included in earnings

 ( 305
)

 ( 271
)

 Income tax effect on net unrealized holding (gains) losses

 ( 2,456
)

 9,662

 1,528

 Other comprehensive income (loss)

 8,510

 ( 28,946
)

 ( 5,567
)

 Total comprehensive income (loss)

 $
 20,746

 $
 ( 19,068
)

 $
 12,444

 See
Notes to Consolidated Financial Statements.

Statements of Stockholders' Equity

 Common stock

 Additional paid-in capital

 Retained earnings

 Treasury stock

 Accumulated other comprehensive income (loss)

 Total

 Balance at January 1, 2021

 $

 $

 72,230

 $
 44,947

 $
 -

 $
 9,447

 $
 126,672

 Cumulative effect of change in accounting principle from implementation of ASU 2016-13

 -

 -

 -

 -

 Other comprehensive loss

 -

 -

 -

 -

 ( 5,567
)

 ( 5,567
)

 Dividends paid ($ 0.69
 per share) ( 1)

 -

 -

 ( 3,818
)

 -

 -

 ( 3,818
)

 Issuance of restricted common stock, 2,880 shares

 -

 -

 -

 -

 -

 -

 Stock-based compensation

 -

 -

 -

 -

 Exercise of stock options, 6,172
 shares ( 2)

 -

 -

 -

 -

 5 % stock dividend, 237,569 shares

 6,545

 ( 6,547
)

 -

 -

 -

 Balance at December 31, 2021

 79,120

 52,593

 -

 3,880

 135,643

 -

 -

 9,878

 -

 -

 9,878

 Other comprehensive loss

 -

 -

 -

 -

 ( 28,946
)

 ( 28,946
)

 Dividends paid ($ 0.76
 per share) ( 1)

 -

 -

 ( 4,198
)

 -

 -

 ( 4,198
)

 Issuance of restricted common stock, 17,551 shares

 -

 -

 -

 -

 -

 -

 Stock-based compensation

 -

 -

 -

 -

 Purchase of 49,721 treasury shares

 -

 -

 -

 ( 1,239
)

 -

 ( 1,239
)

 Exercise of stock options, 112
 shares ( 2)

 -

 -

 -

 -

 -

 -

 5 % stock dividend, 247,831 shares

 4,858

 ( 6,099
)

 1,239

 -

 -

 Balance at December 31, 2022

 84,273

 52,174

 -

 ( 25,066
)

 111,433

 Cumulative effect of change in accounting principle from implementation of ASU 2016-13

 -

 -

 ( 1,204
)

 -

 -

 ( 1,204
)

 84,273

 50,970

 -

 ( 25,066
)

 110,229

 Beginning balance, value at Jan. 1, 2023

 $

 $
 84,273

 $
 50,970

 $
 -

 $
 ( 25,066
)

 $
 110,229

 -

 -

 -

 -

 Other comprehensive income

 -

 -

 -

 -

 8,510

 8,510

 Other comprehensive income (loss)

 -

 -

 -

 -

 8,510

 8,510

 Dividends paid ($ 0.80
 per share) ( 1)

 -

 -

)

 -

 -

)

 Dividends paid

 -

 -

)

 -

 -

)

 Issuance of restricted common stock, 5,192 shares

 -

 -

 -

 -

 -

 -

 Issuance of restricted common stock

 -

 -

 -

 -

 -

 -

 Stock-based compensation

 -

 -

 -

 -

 Purchase of 3,812 treasury shares

 -

 -

 -

 ( 75
)

 ( 75
)

 Purchase of treasury shares

 -

 -

 -

 ( 75
)

 ( 75
)

 Exercise of stock options, 2,693
 shares ( 2)

 -

 -

 -

 -

 Exercise of stock options

 -

 -

 -

 -

 5 % stock dividend, 260,640 shares

 4,531

 ( 4,534
)

 -

 -

 -

 5 %
stock dividend

 4,531

 ( 4,534
)

 -

 -

 -

 $

 $
 89,208

 $
 54,282

 $
 ( 75
)

 $
 ( 16,556
)

 $
 126,914

 (1)
 Dividends
 per share have been adjusted to give effect to the 5 % stock dividends paid during December
 2023, 2022 and 2021.

 (2)
 Shares from the exercise of stock options are shown net of forfeitures
 related to cashless exercises.

 See
Notes to Consolidated Financial Statements.

Statements of Cash Flows

 2023

 2022

 2021

 2023

 2022

 2021

 Cash flows from operating activities:

 $

 $
 9,878

 $

 Adjustments to reconcile net earnings to net cash provided by operating activities:

 -

 Valuation allowance on real estate owned

 Amortization of investment security premiums, net

 1,481

 2,078

 Accretion of purchase accounting adjustments

 ( 993
)

 ( 460
)

 ( 55
)

 Amortization of mortgage servicing rights and intangibles

 1,844

 1,446

 1,601

 Depreciation

 1,270

 1,134

 Increase in cash surrender value of bank owned life insurance

 ( 913
)

 ( 780
)

 ( 686
)

 Stock-based compensation

 Deferred income taxes

 ( 1,190
)

 Net loss (gain) on investment securities

 1,246

 1,103

 ( 1,138
)

 Net (gain) loss on sales of premises and equipment and foreclosed assets

 ( 1
)

 ( 114
)

 Net gains on sales of loans

 ( 2,269
)

 ( 3,444
)

 ( 10,487
)

 Proceeds from sale of loans

 80,475

 145,923

 344,187

 Origination of loans held for sale

 ( 76,995
)

 ( 140,990
)

 ( 324,908
)

 Changes in assets and liabilities:

 Accrued interest and other assets

 ( 1,276
)

 5,146

 Accrued interest, expenses and other liabilities

 ( 3,371
)

 4,998

 ( 736
)

 Net cash provided by operating activities

 12,604

 24,780

 31,159

 Cash flows from investing activities:

 Net (increase) decrease in loans

 ( 97,361
)

 ( 73,571
)

 47,840

 Net change in interest-bearing deposits at banks

 4,150

 ( 1,728
)

 ( 1,918
)

 Maturities and prepayments of investment securities

 54,537

 53,877

 60,904

 Purchases of investment securities

 ( 29,112
)

 ( 226,336
)

 ( 174,748
)

 Proceeds from sale of available-for-sale securities

 20,913

 52,597

 16,623

 Redemption of bank stocks

 11,192

 4,208

 2,418

 Purchase of bank stocks

 ( 13,845
)

 ( 6,074
)

 ( 850
)

 Net cash paid in bank acquisition

 -

 ( 572
)

 -

 Proceeds from sales of premises and equipment and foreclosed assets

 1,379

 Purchase of bank owned life insurance

 -

 -

 ( 6,000
)

 Premiums paid on bank owned life insurance

 ( 97
)

 ( 63
)

 -

 Purchases of premises and equipment, net

 ( 995
)

 ( 876
)

 ( 1,324
)

 Net cash used in investing activities

 ( 50,611
)

 ( 197,159
)

 ( 56,454
)

 Cash flows from financing activities:

 Net increase in deposits

 15,591

 1,758

 132,454

 Federal Home Loan Bank advance borrowings

 727,629

 327,360

 -

 Federal Home Loan Bank advance repayments

 ( 677,815
)

 ( 326,160
)

 -

 Proceeds from other borrowings

 -

 10,065

 -

 Repayments on other borrowings

 ( 2,352
)

 ( 1,065
)

 -

 Change in repurchase agreements

 ( 16,688
)

 ( 199
)

 1,032

 Proceeds from exercise of stock options

 -

 Payment of dividends

)

 ( 4,198
)

 ( 3,818
)

 Purchase of treasury stock

 ( 75
)

 ( 1,239
)

 -

 Net cash provided by financing activities

 41,952

 6,322

 129,690

 Net increase (decrease) in cash and cash equivalents

 3,945

 ( 166,057
)

 104,395

 Cash and cash equivalents at beginning of year

 189,213

 84,818

 Cash and cash equivalents at end of year

 $

 $

 $
 189,213

 (continued)

Statements of Cash Flows, Continued

 2023

 2022

 2021

 Supplemental disclosure of cash flow information:

 Cash payments paid during the year for income taxes

 $

 $
 1,104

 $
 4,458

 Cash paid during the year for interest

 19,851

 4,032

 1,549

 Cash paid during the year for operating leases

 Supplemental schedule of noncash investing and financing activities:

 Transfer of loans to real estate owned

 $
 -

 $
 -

 $
 1,264

 Transfer of premises and equipment to real estate held for sale

 4,343

 -

 -

 Operating lease asset and related liability recorded

 -

 Bank acquisition:

 Fair value of liabilities assumed

 $
 -

 $
 181,350

 $
 -

 Fair value of assets acquired

 -

 200,033

 -

 See
Notes to Consolidated Financial Statements.

 Notes
to Consolidated Financial Statements

 (1)
 Summary of Significant Accounting Policies

 Principles
of Consolidation. The accompanying consolidated financial statements include the accounts of Landmark Bancorp, Inc. and its wholly
owned subsidiaries, Landmark National Bank and Landmark Risk Management, Inc. All intercompany balances and transactions have been eliminated
in consolidation. The Bank, considered a single operating segment, is principally engaged in the business of attracting deposits from
the general public and using such deposits, together with borrowings and other funds, to originate one-to-four family residential real
estate, construction and land, commercial real estate, commercial, agriculture, municipal and consumer loans. Landmark Risk Management,
Inc. provides property and casualty insurance coverage to the Company and the Bank for which insurance may not be currently available
or economically feasible in today's insurance marketplace.

 Use
of Estimates. The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting
principles requires the Company to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

 Business
Combinations. At the date of acquisition, the Company records the net assets acquired and liabilities assumed on the consolidated
balance sheets at their estimated fair values, and goodwill is recognized for the excess purchase price over the estimated fair value
of acquired net assets. The results of operations for acquired companies are included in the Company's consolidated statements
of earnings beginning at the acquisition date. Expenses arising from the acquisition activities are recorded in the consolidated statements
of earnings during the period incurred.

 Reserve
Requirements. Regulations of the Federal Reserve require reserves to be maintained by all banking institutions according to the
types and amounts of certain deposit liabilities. These requirements restrict a portion of the amounts shown as consolidated cash and
due from banks from everyday usage in the operation of banks. As of December 31, 2023 and 2022, the Bank did not have a minimum reserve
requirement.

 Cash
Flows. Cash and cash equivalents include cash on hand and amounts due from banks with original maturities of fewer than 90 days,
and are carried at cost. Net cash flows are reported for customer loan and deposit transactions.

 Interest-Bearing
Deposits in Banks. Interest-bearing deposits in other banks include investments in certificates of deposits with original maturities
greater than 90 days, and are carried at cost.

 In
June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), commonly referred to as "CECL."
The provisions of the update eliminated the probable initial recognition threshold under previous GAAP which requires reserves to be
based on an incurred loss methodology. Under CECL, reserves required for financial assets measured at amortized cost reflect an organization's
estimate of all expected credit losses over the expected term of the financial asset and thereby require the use of reasonable and supportable
forecasts to estimate future credit losses. Because CECL encompasses all financial assets carried at amortized cost, the requirement
that reserves be established based on an organization's reasonable and supportable estimate of expected credit losses extends to
held-to-maturity debt securities. Under the provisions of the update, credit losses recognized on available-for-sale debt securities
are presented as an allowance as opposed to a write-down. In addition, CECL modified the accounting for purchased loans. Under prior
GAAP, a purchased loan's contractual balance was adjusted to fair value through a credit discount, and no reserve was recorded
on the purchased loan upon acquisition. Under CECL loans determined to be purchased credit deteriorated have an allowance for credit
losses established through purchase accounting. Finally, increased disclosure requirements under CECL oblige organizations to present
credit quality disclosures disaggregated by the year of origination or vintage. FASB expects that the evaluation of underwriting standards
and credit quality trends by financial statement users will be enhanced with the additional vintage disclosures. In October 2019, the
FASB approved a change in the effective dates for CECL which delayed the effective date to fiscal years beginning after December 15,
2022 for smaller reporting companies.

 On
January 1, 2023, the Company adopted CECL. The measurement of expected credit losses under the CECL methodology is applicable to financial
assets measured at amortized cost, including loan receivables and held-to-maturity investment securities. It also applies to off-balance
credit exposures not accounted for as insurance (loan commitments and standby letters of credit). In addition, ASC 326 made changes to
the accounting for available-for-sale investment securities management does not intend to sell or believes that it is more likely than
not they will be required to sell.

 The
Company adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet
credit exposures. Results for the reporting periods beginning after January 1, 2023 are presented under ASC 326 while prior period amounts
continue to be reported in accordance with previously applicable GAAP requirements. The adoption of CECL resulted in an increase in the
allowance for credit losses on loans of $ 1.5 million, an initial allowance for credit losses on held-to-maturity investment securities
of $ 72,000, an increase in deferred tax assets of $ 391,000 and a decrease in retained earnings of $ 1.2 million. The increases in allowance
for credit losses is primarily due to moving to a weighted average remaining maturity allowance methodology and the transition of purchase
accounting discounts on loans from an adjustment to amortized cost in the allowance calculation.

 The
following table illustrates the impact of ASC 326:

 Impact
 of Adoption of ASC 326 (CECL)

 As reported under ASC 326

 Pre-ASC 326 adoption

 Impact of ASC 326 adoption

 January 1, 2023

 As reported under ASC 326

 Pre-ASC 326 adoption

 Impact of ASC 326 adoption

 Held-to-maturity investment securities

 $

 $
 -

 $

 $
 1,677

 $

 $
 1,022

 4,221

 3,158

 1,063

 2,898

 2,753

 -

 -

 -

 1,142

 1,966

 ( 824
)

 Total allowance for credit losses for loans

 $
 10,314

 $
 8,791

 $
 1,523

 Unfunded loan commitments

 $

 $

 $
 -

 Investment
Securities. Investment securities are classified as held-to-maturity when management has the positive intent and ability to hold
them to maturity. Securities are classified as available-for-sale when they might be sold before maturity. Held-to-maturity securities
are carried at amortized cost while available-for-sale securities are carried at fair value, with unrealized holding gains and losses
reported in other comprehensive income, net of tax.

income includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized on the level-yield method
without anticipating prepayments, except for mortgage backed securities where prepayments are anticipated. Realized gains and losses
on sales of available-for-sale securities are recorded on a trade date basis and are calculated using the specific identification method.

 Allowance
for Credit Losses – Held-to-Maturity Investment Securities. Management measures expected credit losses on held-to-maturity
investment securities on a collective basis by major security type. Accrued interest is excluded from the estimate of credit losses.
The estimate of expected credit losses considers historical loss information adjusted for current conditions and reasonable and supportable
forecasts.

 Allowance
for Credit Losses – Available-for-Sale Investment Securities. For available-for-sale investment securities in an unrealized
loss position, the Company first assesses whether it intends to sell, or is more likely than not will be required to sell the security
before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security's
amortized cost basis is written down to fair value through income. For securities that do not meet the aforementioned criteria, the Company
evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company
considers the extent to which fair value is less than amortized cost, the current interest rate environment, changes to rating of the
security or security issuer, and adverse conditions specifically related to the security, among other factors. If this assessment indicates
that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost
basis of the security. If the present value of cash flows expected to be collected was less than the amortized cost basis, a credit loss
exists and an allowance for credit losses would be recorded for the credit loss, which is limited by the amount that the fair value is
less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in
other comprehensive income. Changes in the allowance for credit losses are recorded as provision for or reversal of credit loss expense.
Losses are charged against the allowance for credit losses when the Company determines the available-for-sale security is uncollectible
or when either of the criteria regarding intent or requirement to sell is met. The Company does not estimate credit losses on available-for-sale
security accrued interest receivable.

 Bank
Stocks. Bank stocks are investments acquired for regulatory purposes and borrowing availability and are accounted for at cost.
The cost of such investments represents their redemption value as such investments do not have a readily determinable fair value. The
Company evaluates bank stocks for other-than-temporary impairment by analyzing the ultimate recoverability based on a credit analysis
of the issuer.

 Acquired
Loans. Acquired loans are recorded at estimated fair value at the time of acquisition. The Company's acquired loans were
not acquired with deteriorated credit quality. Estimated fair values of acquired loans are based on a discounted cash flow methodology
that considers various factors including the type of loan and related collateral, the expected timing of cash flows, classification status,
fixed or variable interest rate, term of loan and whether or not the loan is amortizing, and a discount rate reflecting the Company's
assessment of risk inherent in the cash flow estimates. Discounts or premiums created when acquired loans are recorded at their estimated
fair values are accreted or amortized over the remaining term of the loan as an adjustment to the related loan's yield. Similar
to originated loans described below, the accrual of interest income on acquired loans is discontinued when the collection of principal
or interest, in whole or in part, is doubtful.

 Loans.
 Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at amortized
cost. The amortized cost is the principal balance outstanding net of previous charge-offs, and for purchased loans, net of unamortized
purchase premiums and discounts. Interest income is accrued on the unpaid principal balance. Origination fees received on loans held
in portfolio and the estimated direct costs of origination are deferred and amortized to interest income using the level yield method
without anticipating prepayments.

 The
accrual of interest on non-performing loans is discontinued at the time the loan is ninety days delinquent, unless the credit is well
secured and in process of collection. Loans are placed on non-accrual or are charged off at an earlier date if collection of the principal
or interest is considered doubtful. All interest accrued but not collected for loans that are placed on non-accrual or charged off is
reversed against interest income. The interest on these loans is accounted for on the cash basis or cost recovery method, until qualifying
for return to accrual. Loans are evaluated individually and are returned to accrual status when all principal and interest amounts contractually
due are brought current and future payments are reasonably assured.

 Allowance
for Credit Losses - Loans. The allowance for credit losses is a valuation account that is deducted from the loans' amortized
cost basis to present the net amount expected to be collected on loans. The analysis is updated on a quarterly basis based on historical
loss information adjusted for current conditions and reasonable and supportable forecasts. Additionally, the Company considers asset
quality trends, composition and trends in the loan portfolio, underlying collateral values, industry trends and other pertinent factors,
including regulatory recommendations. The level of the allowance for credit losses maintained by management is believed adequate to absorb
all expected future losses expected in the loan portfolio at the balance sheet date. The allowance is adjusted through provision for
credit losses and charge-offs, net of recoveries of amounts previously charged off.

 The
allowance for credit losses is measured on a collective basis for pools of loans with similar risk characteristics. The Company has identified
the following pools of financial assets with similar risk characteristics for measuring expected credit losses.

 One-to-Four
Family Residential Real Estate. One-to-four family residential real estate loans consists primarily of loans secured by 1-4 family
residential properties. Repayment is primarily dependent on the personal cash flow of the borrower.

 Construction
and Land. Construction and land loans consist primarily of loans to facilitate the development of both residential and commercial
real estate. Repayment is primarily dependent on the completion of the development and refinancing to longer term financing.

Real Estate. Commercial real estate loans consist primarily of loans secured by office buildings, industrial buildings, warehouses,
retail buildings and multi-family housing and are primarily owner-occupied. For such loans, repayment is largely dependent upon the operation
of the borrower's business.

 Commercial.
 Commercial loans include loans to business enterprises issued for commercial, industrial and/or other professional purposes. These
loans are generally secured by equipment, inventory and accounts receivable of the borrower and repayment is primarily dependent on business
cash flows.

 Agriculture.
 Agriculture loans include operating and real estate loans to agriculture enterprises. Generally, the borrower's ability to
repay is based on the cash flows from farming operations.

 Municipal.
 Municipal loans are generally related to equipment leasing or general fund loans. Repayment is primarily dependent on the tax revenue
of the municipal entity.

 Consumer.
 Consumer loans include automobile, boat, home improvement and home equity loans. Repayment is primarily dependent on the personal
cash flow of the borrower.

 The
Company utilizes a weighted average remaining maturity allowance methodology to calculate the quantitative component of the allowance
for credit losses. Historical loss rates are adjusted for current conditions and reasonable and supportable forecasts. Following the
economic forecast period loss rates revert back to historical loss rates over a reasonable period of time. Additional adjustments for
qualitative factors are included to quantify the risks within each of the loan categories that are not included in the historical loss
rates or economic projections. These adjustments include but are not limited to: changes in economic and business conditions, changes
in policies, procedures and underwriting, changes in management or staff and their related experience, changes in nature and volume of
the portfolio, changes in loan review, changes in collateral values, changes in past due and nonaccrual loans, changes in competition,
legal and regulatory issues, changes in concentrations and other qualitative factors that could affect credit losses. The data for the
allowance calculation may be obtained from internal or external sources.

 Loans
that do not share similar risk characteristics with the collectively evaluated pools are evaluated on an individual basis and are excluded
from the collectively evaluated loan pools. Such loans are evaluated for credit losses based on either discounted cash flows or the fair
value of collateral.

 The
Company estimates expected credit losses over the contractual term of obligations to extend credit, unless the obligation is unconditionally
cancellable. The allowance for off-balance-sheet exposures is adjusted through the provision for credit losses. The estimates are determined
based on the likelihood of funding during the contractual term and an estimate of credit losses subsequent to funding. Estimated credit
losses on subsequently funded balances are based on the same assumptions used to estimated credit losses on loans.

 In
March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage
Disclosures which eliminated the recognition and measurement guidance for troubled debt restructurings ("TDRs") by creditors
in ASC 310-40. The update also enhanced disclosure required for loan restructurings by creditors when a borrower is experiencing financial
difficulty. Specifically, rather than applying the recognition and measurement guidance for TDRs, an entity will apply the loan refinancing
and restructuring guidance to determine whether a modification or other form of restructuring results in a new loan or a continuation
of an existing loan. Additionally, the amendments to this ASU require a public business entity to disclose current period gross charge-offs
by year of origination for loans in the vintage disclosures.

 On
January 1, 2023, the Company adopted ASU 2022-02, electing the prospective approach. The adoption did not have a material effect on the
Company's operating results or financial condition. The disclosures in this document have been updated to reflect the new guidance.

 Loans
Modifications. Loan modifications, including modifications to borrowers experiencing financial difficulty, are treated as a new
loan if two conditions are met. The terms of the new loan are at least as favorable to the Company as the terms for comparable loans
to other customers with similar collection risks and modifications to the terms of the original loan are more than minor.

 Loans
Held for Sale. Mortgage loans originated and intended for sale in the secondary market are carried at fair value. The fair value
includes the servicing value of the loans as well as any accrued interest.

loans held for sale are generally sold with servicing rights retained. The carrying value of mortgage loans sold is reduced by the amount
allocated to the servicing right. Gains and losses on sales of mortgage loans are based on the difference between the selling price and
the carrying value of the related loan sold.

Servicing Rights. When mortgage loans are sold with servicing retained, servicing rights are initially recorded at fair value
with the income statement effect recorded in gains on sales of loans. Fair value is based on market prices for comparable mortgage servicing
contracts, when available or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing
income. All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be
recorded in amortization of intangibles in proportion to, and over the period of, the estimated future net servicing income of the underlying
loans.

 Servicing
rights are evaluated for impairment based upon the fair value of the rights as compared to carrying amount. Impairment is determined
by stratifying rights into groupings based on predominant risk characteristics, such as interest rate, loan type and investor type. Impairment
is recognized through a valuation allowance for an individual grouping, to the extent that fair value is less than the carrying amount.
If the Company later determines that all or a portion of the impairment no longer exists for a particular grouping, a reduction of the
allowance may be recorded as an increase to income. Changes in valuation allowances are included in amortization expense on the income
statement. The fair values of servicing rights are subject to significant fluctuations as a result of changes in estimated and actual
prepayment speeds, default rates and losses.

 Transfers
of Financial Assets. Transfers of financial assets are accounted for as sales when control over the assets has been relinquished.
Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains
the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and
the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Loan Repurchase Reserve. The Company routinely sells one-to-four family residential mortgage loans to secondary mortgage market
investors. Under standard representations and warranties clauses in the Company's mortgage sale agreements, the Company may be
required to repurchase mortgage loans sold or reimburse the investors for credit losses incurred on those loans if a breach of the contractual
representations and warranties occurred. The Company establishes a mortgage repurchase liability in an amount equal to management's
estimate of losses on loans for which the Company could have a repurchase obligation or loss reimbursement. The estimated liability incorporates
the volume of loans sold in previous periods, default expectations, historical investor repurchase demand and actual loss severity. Provisions
to the mortgage repurchase reserve reduce gains on sales of loans.

 Premises
and Equipment. Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Major replacements
and betterments are capitalized while maintenance and repairs are charged to expense when incurred. Gains or losses on dispositions are
reflected in earnings as incurred.

 Bank
Owned Life Insurance. The Company has purchased life insurance policies on certain key officers. Bank owned life insurance is
recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value
adjusted for other charges or other amounts due that are probable at settlement.

 Goodwill
and Intangible Assets. Goodwill is not amortized; however, it is tested for impairment at each calendar year end or more frequently
when events or circumstances dictate. The Company performed a qualitative assessment of factors to determine if it is more likely than
not that the fair value of a reporting unit is less than its carrying amount as of December 31, 2023. This assessment included a review
of macroeconomic conditions, industry and market specific considerations and other relevant factors including the Company's market
capitalization, with control premiums and valuation multiples, compared to recent financial industry acquisition multiples for similar
institutions to estimate the fair value of the Company's single reporting unit. A goodwill impairment would be recorded for the
amount that the carrying value exceeds the implied fair value.

 Intangible
assets include core deposit intangibles. Core deposit intangible assets are amortized over their estimated useful life of ten years on
an accelerated basis. When facts and circumstances indicate potential impairment, the Company will evaluate the recoverability of the
intangible asset's carrying value, using estimates of undiscounted future cash flows over the remaining asset life. Any impairment
loss is measured by the excess of carrying value over fair value.

Taxes. The objective of accounting for income taxes is to recognize the amount of taxes payable or refundable for the current
year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity's
financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized
in financial statements or tax returns. Uncertain income tax positions will be recognized only if it is more likely than not that they
will be sustained upon examination by taxing authorities, based upon their technical merits. Once that standard is met, the amount recorded
will be the largest amount of benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. The Company
recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense in the consolidated statements
of earnings. The Company assesses deferred tax assets to determine if the items are more likely than not to be realized, and a valuation
allowance is established for any amounts that are not more likely than not to be realized.

 Loan
Commitments and Related Financial Instruments. Financial instruments include off-balance sheet credit instruments, such as commitments
to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the
exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded.

 Loss
Contingencies. Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded
as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not
believe there now are such matters that will have a material effect on the financial statements.

 Comprehensive
Income. Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized
gains and losses on securities available for sale, net of tax which are also recognized as separate components of equity.

 Real
Estate Owned. Assets acquired through, or in lieu of, foreclosure are initially recorded at fair value less costs to sell when
acquired, establishing a new cost basis. Physical possession of residential real estate property collateralizing a consumer mortgage
loan occurs when legal title is obtained upon completion of foreclosure or when the borrower conveys all interest in the property to
satisfy the loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. These assets are subsequently
accounted for at lower of cost or fair value less estimated costs to sell. If fair value declines subsequent to foreclosure, a valuation
allowance is recorded through expense. Operating costs after acquisition are expensed.

 Stock-Based
Compensation. The Company uses the Black-Scholes option pricing model to estimate the grant date fair value of its stock options,
which is recognized as compensation expense over the option vesting period, on a straight-line basis, which is typically four years.
The fair value of restricted common stock is equal to the Company's stock price on the grant date, which is recognized as compensation
expense on a straight-line basis over the vesting period. The Company accounts for forfeitures as they occur.

 Earnings
per Share. Basic earnings per share represent net earnings divided by the weighted average number of common shares outstanding
during the year. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common
shares had been issued. The diluted earnings per share computation for 2023, 2022 and 2021 excluded 166,561, 51,718 and 56,324, respectively,
of unexercised stock options because their inclusion would have been anti-dilutive.

 The
shares used in the calculation of basic and diluted earnings per share, which have been adjusted to give effect to the 5 % common stock
dividends paid by the Company in December 2023, 2022 and 2021, are shown below:

 Schedule of Earnings Per Share, Basic and Diluted

 2023

 2022

 2021

 2023

 2022

 2021

 Net earnings available to common shareholders

 $

 $
 9,878

 $

 Weighted average common shares outstanding - basic

 5,477,700

 5,492,286

 5,506,487

 Assumed exercise of stock options

 3,100

 15,767

 13,303

 Weighted average common shares outstanding - diluted

 5,480,800

 5,508,053

 5,519,790

 Earnings per share:

 Basic

 $
 2.23

 $
 1.80

 $
 3.27

 Diluted

 $
 2.23

 $
 1.79

 $
 3.26

 Derivative
Financial Instruments. Commitments to fund mortgage loans (interest rate locks) to be sold into the secondary market and forward
commitments for the future delivery of these mortgage loans are accounted for as free standing derivatives. The fair value of the interest
rate lock is recorded at the time the commitment to fund the mortgage loan is executed and is adjusted for the expected exercise of the
commitment before the loan is funded. In order to hedge the change in interest rates resulting from its commitments to fund the loans,
the Company enters into forward commitments for the future delivery of mortgage loans when interest rate locks are entered into. Fair
values of these mortgage derivatives are estimated based on changes in mortgage interest rates from the date the interest on the loan
is locked. Changes in the fair values of these derivatives are included in net gains on sales of loans.

 Dividend
Restriction. Banking regulations require maintaining certain capital levels and may limit the dividends paid by the bank to the
holding company or by the holding company to shareholders.

 Fair
Value of Financial Instruments. Fair values of financial instruments are estimated using relevant market information and other
assumptions, as more fully disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant judgment
regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items.
Changes in assumptions or in market conditions could significantly affect these estimates.

 Reclassifications.
 Some items in the prior year financial statements were reclassified to the current presentation. Reclassifications had no effect
on prior year net income or stockholders' equity.

 (2)
 Impact of Recent Accounting Pronouncements

 In
June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), commonly referred to as "CECL."
The Company adopted CECL effective January 1, 2023. The impact of the adoption and additional details are included in Note 1.

 In
January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.
The amendments in this update simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test.
The amendments require an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting
unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting
unit's fair value, not to exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should
consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill
impairment loss, if applicable. The amendments also eliminate the requirement for any reporting unit with a zero or negative carrying
amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test.
The amendments in this ASU are effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15,
2019. In October 2019, the FASB approved a change in the effective dates for ASU 2017-04 which delayed the effective date to fiscal years
beginning after December 15, 2022 for smaller reporting companies. The Company adopted ASU 2017-04 effective January 1, 2023. The adoption
of ASU 2017-04 did not have a material effect on the Company's operating results or financial condition.

 In
May 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial
Reporting. Reference rate reform relates to the effects undertaken to eliminate certain reference rates such as the London Interbank
Offered Rate ("LIBOR") and introduce new reference rates that may be based on larger or more liquid observations and transactions.
ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other contracts. Generally,
ASU 2020-04 would allow entities to consider contract modifications due to reference rate reform to be a continuation of an existing
contract; thus, the Company would not have to determine if the modification is considered insignificant. The standard was effective upon
issuance and the amendments may be applied prospectively through December 31, 2022 such that changes made to contracts beginning on or
after January 1, 2023 would not apply. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of
the Sunset Date, which extended the sunset date from December 31, 2022 to December 31, 2024. As of December 31, 2023, the Company does
not have any instruments tied to LIBOR. The adoption of ASU 2020-04 did not have a material effect on the Company's operating results
or financial condition.

 (3)
 Acquisition

 On
October 1, 2022, the Company acquired 100% of the outstanding common shares of Freedom Bancshares, Inc., in exchange for $ 33.4 million
of cash. Freedom Bancshares, Inc. was the holding company of Freedom Bank. Freedom Bank was founded in 2006 and operated out of a single
location in Overland Park, Kansas. The acquisition was effected through the merger of Freedom Bancshares, Inc. with and into the Bank.
The purchase price was financed with $ 10.0 million of debt issued by Company and through cash received from a dividend from the Bank.

 The
transaction was accounted for using the acquisition method of accounting, and as such, assets acquired and liabilities assumed were recorded
at their estimated fair value on the acquisition date. Acquired loans were recorded at fair value at the acquisition date and no separate
valuation allowance was established. No purchased credit impaired loans were acquired. Market value adjustments are accreted or amortized
on a level yield basis over the expected term of the asset or liability. Additionally, the Company recorded a core deposit intangible
of $ 4.2 million. The core deposit intangible is amortized on an accelerated basis over the estimated useful life of the deposits. Goodwill
of $ 14.7 million from the acquisition consisted largely of synergies and the cost savings resulting from the combining of the operations
of the banks. The goodwill is not deductible for income tax purposes. During 2023, goodwill was increased by $ 178,000 due to adjustments
related to filing final tax returns for Freedom Bancshares, Inc and Freedom Bank, which are reflected in the table below. The Company
incurred $ 3.4 million of acquisition related costs relating to the acquisition during 2022, of which $ 3.1 million was deductible for
income tax purposes.

 Results
of the operations of the acquired business are included in the income statement from the effective date of the acquisition.

 The
following table summarizes the consideration paid for Freedom Bancshares, Inc. and the amounts of the assets acquired and liabilities
assumed at the acquisition date:

of Assets and Liabilities Acquisition

 As of

 October 1, 2022

 Cash paid in acquisition

 $
 33,350

 Assets acquired:

 32,778

 Investment securities

 33,126

 Bank stocks

 Loans

 113,910

 Bank owned life insurance

 4,374

 Premises and equipment

 3,782

 Core deposit intangibles

 4,170

 Other

 7,016

 Total assets acquired

 199,855

 Liabilities assumed:

 150,410

 FHLB advances

 7,000

 Other borrowings

 22,198

 Other liabilities

 1,742

 Total liabilities assumed

 181,350

 Net assets acquired

 18,505

 Goodwill

 $
 14,845

 The
fair value of net assets acquired includes fair value adjustments to certain receivables that were not considered impaired as of the
acquisition date. The fair value adjustments were determined using discounted contractual cash flows. However, the Company believes that
all contractual cash flows related to these financial instruments will be collected. As such, these receivables, which have shown evidence
of credit deterioration since origination were not considered impaired at the acquisition date and were not subject to the guidance relating
to purchased credit impaired loans. Receivables acquired that were not subject to these requirements include non-impaired loans with
a fair value and gross contractual amounts receivable of $ 113.9 million and $ 118.1 million on the date of acquisition.

 Unaudited
pro forma consolidated operating results for the years ended December 31, 2022 and December 31, 2021, as if the acquisition was consummated
on January 1 of that year are as follows:

of Unaudited Pro Forma Consolidated Operating Acquisition

 2022

 2021

 Net interest income

 $
 44,750

 $
 45,942

 9,098

 19,922

 Earnings per share (1):

 Basic (1)

 1.66

 3.62

 Diluted (1)

 1.65

 3.61

 (1)
 All per share amounts
have been adjusted to give effect to the 5% stock dividends paid during December 2022 and 2021.

 (4)
 Investment Securities

 A
summary of investment securities available-for-sale and securities held-to-maturity is as follows:

 Schedule of Available-for-sale Securities

 Gross

 Gross

 Amortized

 unrealized

 unrealized

 Estimated

 cost

 gains

 fair value

 Available-for-sale:

 $
 99,340

 $
 -

 $
 ( 3,673
)

 $

 122,775

 ( 2,338
)

 82,926

 ( 4,068
)

 169,656

 ( 12,507
)

 $
 474,697

 $

 $
 ( 22,586
)

 $

 Held-to-maturity:

 Other

 $
 3,555

 $
 -

 $
 ( 506
)

 $
 3,049

 Total held-to-maturity

 $
 3,555

 $
 -

 $
 ( 506
)

 $
 3,049

 Gross

 Gross

 Amortized

 unrealized

 unrealized

 Estimated

 cost

 gains

 fair value

 Available-for-sale:

 $
 130,684

 $
 -

 $
 ( 7,573
)

 $

 U. S. federal agency obligations

 2,002

 -

 ( 14
)

 1,988

 130,848

 ( 3,645
)

 127,262

 73,520

 ( 6,290
)

 67,244

 185,451

 ( 15,922
)

 169,701

 $
 522,505

 $

 $
 ( 33,444
)

 $

 Held-to-maturity:

 Other

 $
 3,524

 $

 $
 ( 77
)

 $
 3,452

 Total held-to-maturity

 $
 3,524

 $

 $
 ( 77
)

 $
 3,452

 The
tables above show that some of the securities in the available-for-sale and held-to-maturity investment portfolio had unrealized losses,
or were temporarily impaired, as of December 31, 2023 and 2022. This temporary impairment represents the estimated amount of loss that
would be realized if the securities were sold on the valuation date.

 The
following table summarizes securities available-for-sale in an unrealized loss positions for which an allowance for credit losses has
not been recorded at December 31, 2023 along with length of time in a continuous unrealized loss position.

 Schedule of Available for Sale Securities Continuous Unrealized Loss Position Fair Value

 Less than 12 months

 12 months or longer

 Total

 No. of

 Fair

 Fair

 Fair

 Available-for-sale

 securities

 value

 value

 value

 $
 1,129

 $
 ( 7
)

 $
 93,833

 $
 ( 3,666
)

 $
 94,962

 $
 ( 3,673
)

 31,468

 ( 337
)

 64,962

 ( 2,001
)

 96,430

 ( 2,338
)

 17,278

 ( 151
)

 52,212

 ( 3,917
)

 69,490

 ( 4,068
)

 6,480

 ( 68
)

 128,512

 ( 12,439
)

 134,992

 ( 12,507
)

 $
 56,355

 $
 ( 563
)

 $
 339,519

 $
 ( 22,023
)

 $
 395,874

 $
 ( 22,586
)

 Securities
which were temporarily impaired are shown below, along with the length of time in a continuous unrealized loss position.

 Less than 12 months

 12 months or longer

 Total

 No. of

 Fair

 Fair

 Fair

 Available-for-sale

 securities

 value

 value

 value

 $
 85,988

 $
 ( 4,591
)

 $
 37,123

 $
 ( 2,982
)

 $

 $
 ( 7,573
)

 U. S. federal agency obligations

 1,988

 ( 14
)

 -

 -

 1,988

 ( 14
)

 107,262

 ( 3,020
)

 8,495

 ( 625
)

 115,757

 ( 3,645
)

 54,746

 ( 5,006
)

 7,571

 ( 1,284
)

 62,317

 ( 6,290
)

 78,971

 ( 4,550
)

 79,882

 ( 11,372
)

 158,853

 ( 15,922
)

 $
 328,955

 $
 ( 17,181
)

 $
 133,071

 $
 ( 16,263
)

 $
 462,026

 $
 ( 33,444
)

 Other

 $
 3,009

 $
 ( 77
)

 $
 -

 $
 -

 $
 3,009

 $
 ( 77
)

 Total

 $
 3,009

 $
 ( 77
)

 $
 -

 $
 -

 $
 3,009

 $
 ( 77
)

 The
Company's U.S. treasury portfolio consists of securities issued by the United States Department of the Treasury. The receipt of
principal and interest on U.S. treasury securities is guaranteed by the full faith and credit of the U.S. government. Based on these
factors, along with the Company's intent to not sell the security and its belief that it was more likely than not that the Company
will not be required to sell the security before recovery of its cost basis, the Company believed that the U.S. treasury securities identified
in the tables above were temporarily impaired.

 The
Company's portfolio of municipal obligations consists of both tax-exempt and taxable general obligations securities issued by various
municipalities. As of December 31, 2023, the Company did not intend to sell and it is more likely than not that the Company will not
be required to sell its municipal obligations in an unrealized loss position until the recovery of its cost basis. Due to the issuers'
continued satisfaction of the securities' obligations in accordance with their contractual terms and the expectation that they
will continue to do so, the evaluation of the fundamentals of the issuers' financial condition and other objective evidence, the
Company believed that the municipal obligations identified in the tables above were temporarily impaired.

 The
Company's agency mortgage-backed securities portfolio consists of securities underwritten to the standards of and guaranteed by
the government-sponsored agencies of FHLMC, FNMA and the GNMA. The receipt of principal, at par, and interest on agency mortgage-backed
securities is guaranteed by the respective government-sponsored agency guarantor, such that the Company believed that its agency mortgage-backed
securities did not expose the Company to credit-related losses. Based on these factors, along with the Company's intent to not
sell the securities and the Company's belief that it was more likely than not that the Company will not be required to sell the
securities before recovery of their cost basis, the Company believed that the agency mortgage-backed securities identified in the tables
above were temporarily impaired.

 The
Company's other investment securities portfolio consists of seven subordinated debentures issued by financial institutions. These
investment securities were acquired in the Freedom Bank acquisition and classified as held-to-maturity. The securities were issued in
2021 and 2022 with a 10 year maturity and a fixed rate for five years. The securities are callable after the end of the fixed rate term.
Due to the issuers' continued satisfaction of the securities' obligations in accordance with their contractual terms and
the expectation that they will continue to do so, the evaluation of the fundamentals of the issuers' financial condition and other
objective evidence, the Company believed that the other securities identified in the tables above were temporarily impaired.

 The
following table provides information on the Company's allowance for credit losses related to held-to-maturity investment securities.

of Allowance for Credit Losses Related to Held-to-maturity Investment Securities

 $
 -

 Impact of adopting ASC 326

 $

 The
table below includes scheduled principal payments and estimated prepayments, based on observable market inputs, for agency mortgage-backed
securities. Actual maturities will differ from contractual maturities because borrowers have the right to prepay obligations with or
without prepayment penalties. The amortized cost and fair value of investment securities at December 31, 2023 are as follows:

of Investments Classified by Contractual Maturity Date

 Amortized

 Estimated

 cost

 fair value

 Available-for-sale:

 Due in less than one year

 $
 37,665

 $
 37,145

 Due after one year but within five years

 244,383

 232,810

 Due after five years but within ten years

 142,669

 134,262

 Due after ten years

 49,980

 48,552

 $
 474,697

 $

 Held-to-maturity:

 Due after five years but within ten years

 $
 3,555

 $
 3,049

 Total held-to-maturity

 $
 3,555

 $
 3,049

 The
Company has not sold any investment securities subsequent to December 31, 2023 and the date of this filing. Sales proceeds and gross
realized gains and losses on sales of available-for-sale securities are as follows:

of Realized Gain (loss)

 2023

 2022

 2021

 2023

 2022

 2021

 Sales proceeds

 $
 20,913

 $
 52,597

 $
 16,623

 Realized gains

 $
 -

 $
 -

 $
 1,138

 Realized losses

 ( 1,246
)

 ( 1,103
)

 -

 Net realized (losses) gains

 $
 ( 1,246
)

 $
 ( 1,103
)

 $
 1,138

 Securities
with carrying values of $ 380.4 million and $ 420.8 million were pledged to secure public funds on deposit, repurchase agreements and as
collateral for borrowings at December 31, 2023 and 2022, respectively. As of December 31, 2023, all of the Company's investment
securities were performing and there were no securities on non-accrual status. Except for U.S. treasuries and federal agency obligations,
no investment in a single issuer exceeded 10 % of consolidated stockholders' equity.

 (5)
 Bank Stocks

 Bank
stocks primarily consist of restricted investments in FHLB and Federal Reserve Bank ("FRB") stock. The carrying value of
the FHLB stock at December 31, 2023 was $ 5.0 million compared to $ 2.4 million at December 31, 2022. The carrying value of the FRB stock
at December 31, 2023 and December 31, 2022 was $ 3.0 million. These securities are not readily marketable and are required for regulatory
purposes and borrowing availability. Since there are no available market values, these securities are carried at cost. Redemption of
these investments at par value is at the option of the FHLB or FRB, as applicable. Also included in Bank stocks are other miscellaneous
investments in the common stock of various correspondent banks which are held for borrowing purposes and totaled $ 111,000 at December
31, 2023 and 2022.

 (6)
 Loans and Allowance for Credit Losses

 Loans
consisted of the following:

 Schedule of Loans

 2023

 2022

 2023

 2022

 $
 302,544

 $
 236,982

 22,725

 320,962

 304,074

 180,942

 173,415

 -

 84,283

 4,507

 2,026

 28,931

 Total gross loans

 850,190

 Net deferred loan (fees) costs and loans in process

 ( 429
)

 ( 250
)

 Allowance for credit losses

 ( 10,608
)

 ( 8,791
)

 Loans, net

 $
 937,619

 $
 841,149

 The
following tables provide information on the Company's allowance for credit losses by loan class and allowance methodology:

of Allowance for Credit Losses on Financing Receivables

 One-to-four
 family residential real estate loans

 Construction
 and land loans

 real estate loans

 loans

 Agriculture
 loans

 Municipal
 loans

 loans

 Total

 Year ended December 31, 2023

 Total

 $

 $

 $
 3,158

 $
 2,753

 $
 1,966

 $

 $

 $
 8,791

 Impact of adopting ASC 326

 1,022

 1,063

 ( 824
)

 1,523

 -

 -

 -

 ( 479
)

 -

 -

 ( 371
)

 ( 850
)

 Recoveries

 -

 -

 -

 ( 691
)

 ( 26
)

 ( 1
)

 $
 2,035

 $

 $
 4,518

 $
 2,486

 $
 1,190

 $

 $

 $
 10,608

 One-to-four
 family residential real estate loans

 Construction
 and land loans

 real estate loans

 loans

 Paycheck
 protection loans

 Agriculture
 loans

 Municipal
 loans

 loans

 Total

 Year ended December 31, 2022

 Paycheck protection loans

 Total

 Balance at January 1, 2022

 $

 $

 $
 3,051

 $
 2,613

 $
 -

 $
 2,221

 $

 $

 $
 8,775

 -

 -

 -

 -

 -

 -

 -

 ( 336
)

 ( 336
)

 Recoveries

 -

 -

 -

 ( 186
)

 -

 ( 314
)

 ( 7
)

 -

 Balance at December 31, 2022

 $

 $

 $
 3,158

 $
 2,753

 $
 -

 $
 1,966

 $

 $

 $
 8,791

 Individually evaluated for loss

 $
 -

 $
 -

 $
 -

 $

 $
 -

 $

 $
 -

 $
 -

 $

 Collectively evaluated for loss

 3,158

 2,117

 -

 1,948

 8,137

 Total

 $

 $

 $
 3,158

 $
 2,753

 $
 -

 $
 1,966

 $

 $

 $
 8,791

 Loan balances:

 Individually evaluated for loss

 $

 $

 $
 1,224

 $

 $
 -

 $
 1,319

 $

 $
 -

 $
 4,129

 Collectively evaluated for loss

 236,656

 22,313

 302,850

 172,603

 82,964

 1,990

 846,061

 Total

 $
 236,982

 $
 22,725

 $
 304,074

 $
 173,415

 $

 $
 84,283

 $
 2,026

 $

 $
 850,190

 Year ended December 31, 2021

 Paycheck protection loans

 Total

 Balance at January 1, 2021

 $

 $

 $
 2,482

 $
 2,388

 $
 -

 $
 2,690

 $

 $

 $
 8,775

 Balance

 $

 $

 $
 2,482

 $
 2,388

 $
 -

 $
 2,690

 $

 $

 $
 8,775

 ( 81
)

 -

 ( 540
)

 ( 72
)

 -

 ( 50
)

 -

 ( 235
)

 ( 978
)

 Recoveries

 -

 -

 ( 166
)

 ( 306
)

 1,109

 -

 ( 485
)

 ( 6
)

 Balance at December 31, 2021

 $

 $

 $
 3,051

 $
 2,613

 $
 -

 $
 2,221

 $

 $

 $
 8,775

 Balance

 $

 $

 $
 3,051

 $
 2,613

 $
 -

 $
 2,221

 $

 $

 $
 8,775

 Individually evaluated for loss

 $
 -

 $
 -

 $
 -

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $

 Collectively evaluated for loss

 3,051

 2,109

 -

 2,221

 8,271

 Total

 $

 $

 $
 3,051

 $
 2,613

 $
 -

 $
 2,221

 $

 $

 $
 8,775

 Loan balances:

 Individually evaluated for loss

 $

 $

 $
 2,214

 $
 1,029

 $
 -

 $
 2,067

 $

 $
 -

 $
 6,718

 Collectively evaluated for loss

 165,503

 26,850

 196,258

 131,125

 17,179

 92,200

 2,014

 24,541

 655,670

 Total

 $
 166,081

 $
 27,644

 $
 198,472

 $
 132,154

 $
 17,179

 $
 94,267

 $
 2,050

 $
 24,541

 $
 662,388

 The
Company recorded net loan recoveries of $ 44,000 during 2023 compared to net loan charge recoveries of $ 16,000 during 2022 and net loan
charge-offs of $ 500,000 during 2021.

 The
following table presents information on non-accrual status and loans past due over 89 days and still accruing:

of Non-accrual and Loans Past Due Over 89 Days Still Accruing

 Non-accrual
 with no allowance for credit loss

 Non-accrual
 with allowance for credit losses

 Loans
 past due over 89 days still accruing

 Non-accrual with no allowance for credit loss

 Non-accrual with allowance for credit losses

 Loans past due over 89 days still accruing

 $

 $

 $
 -

 1,517

 -

 -

 -

 -

 -

 Total loans

 $

 $
 1,548

 $
 -

 The
Company has certain loans for which repayment is dependent upon the operation or sale of collateral, as the borrower is experiencing
financial difficulty. The underlying collateral can vary based upon the type of loan. The following table presents information on the
amortized cost basis and collateral type of collateral-dependent loans:

of Amortized Cost Basis and Collateral Type

 Loan balance

 Collateral Type

 $

 First mortgage on residential real estate

 First mortgage on residential or commercial real estate

 1,205

 First mortgage on commercial real estate

 2,054

 Accounts receivable, equipment and real estate

 Crops, livestock, machinery and real estate

 Personal property or second mortgages on real estate

 Total loans

 $
 4,349

 The
following tables present information on impaired loans:

 Schedule of Impaired Financing Receivables

 Unpaid contractual principal

 Impaired loan balance

 Impaired loans without an allowance

 Impaired loans with an allowance

 Related allowance recorded

 Year-to-date average loan balance

 Year-to-date interest income recognized

 Unpaid contractual principal

 Impaired loan balance

 Impaired loans without an allowance

 Impaired loans with an allowance

 Related allowance recorded

 Year-to-date average loan balance

 Year-to-date interest income recognized

 $

 $

 $

 $
 -

 $
 -

 $

 $

 -

 -

 1,224

 1,224

 1,224

 -

 -

 1,224

 1,063

 1,402

 1,319

 1,301

 1,433

 -

 -

 Total impaired loans

 $
 4,894

 $
 4,129

 $
 3,374

 $

 $

 $
 4,158

 $

 As of December 31, 2021

 Unpaid contractual principal

 Impaired loan balance

 Impaired loans without an allowance

 Impaired loans with an allowance

 Related allowance recorded

 Year-to-date average loan balance

 Year-to-date interest income recognized

 $

 $

 $

 $
 -

 $
 -

 $

 $

 2,401

 -

 -

 2,214

 2,214

 2,214

 -

 -

 2,388

 1,380

 1,029

 1,096

 2,235

 2,067

 2,067

 -

 -

 2,420

 -

 -

 Total impaired loans

 $
 8,844

 $
 6,718

 $
 6,209

 $

 $

 $
 7,425

 $

 The
Company's key credit quality indicator is a loan's performance status, defined as accruing or non-accruing. Performing loans
are considered to have a lower risk of loss. Non-accrual loans are those which the Company believes have a higher risk of loss. The accrual
of interest on non-performing loans is discontinued at the time the loan is ninety days delinquent, unless the credit is well secured
and in process of collection. Loans are placed on non-accrual or are charged off at an earlier date if collection of principal or interest
is considered doubtful. There were no loans ninety days delinquent and accruing interest at December 31, 2023 or December 31, 2022.

 The
following tables present information on the Company's past due and non-accrual loans by loan class:

 Schedule of Past
Due Financing Receivables

 30-59
 days delinquent and accruing

 60-89
 days delinquent and accruing

 days or more delinquent and accruing

 Total
 past due loans accruing

 Non-accrual
 loans

 Total
 past due and non-accrual loans

 Total
 loans not past due

 30-59 days delinquent and accruing

 60-89 days delinquent and accruing

 90 days or more delinquent and accruing

 Total past due loans accruing

 Non-accrual loans

 Total past due and non-accrual loans

 Total loans not past due

 $

 $

 $
 -

 $

 $

 $

 $
 302,020

 -

 -

 -

 -

 -

 -

 -

 -

 -

 320,809

 -

 1,880

 2,611

 178,331

 -

 -

 -

 -

 -

 -

 -

 -

 -

 89,129

 -

 -

 -

 -

 -

 -

 4,507

 -

 -

 28,797

 Total

 $
 1,003

 $

 $
 -

 $
 1,582

 $
 2,391

 $
 3,973

 $
 944,683

 Percent of gross loans

 0.11
 %

 0.06
 %

 0.00
 %

 0.17
 %

 0.25
 %

 0.42
 %

 99.58
 %

 30-59 days delinquent and accruing

 60-89 days delinquent and accruing

 90 days or more delinquent and accruing

 Total past due loans accruing

 Non-accrual loans

 Total past due and non-accrual loans

 Total loans not past due

 $

 $

 $
 -

 $

 $

 $

 $
 236,732

 -

 -

 -

 -

 22,530

 -

 -

 -

 -

 1,224

 1,224

 302,850

 -

 -

 1,223

 172,192

 -

 -

 -

 -

 -

 -

 -

 -

 1,105

 83,178

 -

 -

 -

 -

 -

 -

 2,026

 -

 -

 -

 26,597

 Total

 $

 $

 $
 -

 $

 $
 3,326

 $
 4,064

 $
 846,126

 Percent of gross loans

 0.01
 %

 0.08
 %

 0.00
 %

 0.09
 %

 0.39
 %

 0.48
 %

 99.52
 %

 Under
the original terms of the Company's non-accrual loans, interest earned on such loans for the years 2023, 2022 and 2021, would have
increased interest income by $ 96,000, $ 137,000 and $ 309,000, respectively. No interest income related to non-accrual loans was included
in interest income for the years ended December 31, 2023, 2022 and 2021.

 The
Company also categorizes loans into risk categories based on relevant information about the ability of the borrowers to service their
debt such as current financial information, historical payment experience, credit documentation, public information and current economic
trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis is performed
on a quarterly basis. Non-classified loans generally include those loans that are expected to be repaid in accordance with contractual
loan terms. Classified loans are those that are assigned a special mention, substandard or doubtful risk rating using the following definitions:

 Special
Mention: Loans classified as special mention have a potential weakness that deserves management's close attention. If left uncorrected,
these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution's credit position
at some future date.

 Substandard:
Loans are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged. Loans have
a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Loans are characterized by the distinct possibility
that the Company will sustain some loss if the deficiencies are not corrected.

 Doubtful:
Loans classified doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that weaknesses
make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

 The
following table provides information on the Company's risk category of loans by type and year of origination:

 Schedule of Troubled
Debt Restructurings on Financings Receivables and Year of Origination

 2023

 2022

 2021

 2020

 2019

 Prior

 Revolving
 loans amortized cost

 Revolving
 loans converted to term

 Total

 2023

 2022

 2021

 2020

 2019

 Prior

 Revolving loans amortized cost

 Revolving loans converted to term

 Total

 $
 95,290

 $
 84,718

 $
 42,533

 $
 32,081

 $
 12,776

 $
 29,694

 $
 5,097

 $

 $
 302,352

 -

 -

 -

 -

 -

 -

 -

 Total

 $
 95,290

 $
 84,718

 $
 42,533

 $
 32,081

 $
 12,776

 $
 29,886

 $
 5,097

 $

 $
 302,544

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 6,283

 $
 5,267

 $
 5,367

 $
 2,665

 $

 $

 $

 $
 -

 $

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Total

 $
 6,283

 $
 5,267

 $
 5,367

 $
 2,665

 $

 $

 $

 $
 -

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 41,644

 $
 77,427

 $
 58,327

 $
 50,744

 $
 30,551

 $
 57,502

 $
 3,017

 $

 $
 319,304

 -

 -

 -

 -

 1,658

 Total

 $
 41,644

 $
 77,427

 $
 58,808

 $
 50,766

 $
 30,731

 $
 58,477

 $
 3,017

 $

 $
 320,962

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 38,818

 $
 32,764

 $
 16,747

 $
 15,511

 $
 2,514

 $
 4,386

 $
 61,046

 $
 4,121

 $
 175,907

 2,000

 -

 1,952

 5,035

 Total

 $
 39,044

 $
 34,764

 $
 16,905

 $
 15,971

 $
 2,571

 $
 4,386

 $
 62,998

 $
 4,303

 $
 180,942

 $
 -

 $
 ( 28
)

 $
 ( 407
)

 $
 ( 44
)

 $
 -

 $
 -

 $
 -

 $
 -

 $
 ( 479
)

 $
 7,862

 $
 11,718

 $
 4,864

 $
 4,092

 $
 3,902

 $
 12,114

 $
 44,352

 $

 $
 89,118

 -

 -

 -

 Total

 $
 7,862

 $
 11,734

 $
 5,035

 $
 4,092

 $
 4,033

 $
 12,227

 $
 44,483

 $

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 2,774

 $

 $
 -

 $
 -

 $
 -

 $
 1,605

 $
 -

 $
 -

 $
 4,507

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Total

 $
 2,774

 $

 $
 -

 $
 -

 $
 -

 $
 1,605

 $
 -

 $
 -

 $
 4,507

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 4,705

 $
 1,332

 $
 1,340

 $
 1,380

 $

 $
 4,906

 $
 15,221

 $

 $
 28,906

 -

 -

 -

 -

 -

 -

 -

 Total

 $
 4,705

 $
 1,332

 $
 1,340

 $
 1,380

 $

 $
 4,906

 $
 15,246

 $

 $
 28,931

 $
 -

 $
 -

 $
 ( 3
)

 $
 -

 $
 -

 $
 -

 $
 ( 368
)

 $
 -

 $
 ( 371
)

 Total loans

 $
 197,376

 $
 213,354

 $
 129,178

 $
 106,473

 $
 50,660

 $
 110,699

 $
 128,833

 $
 4,611

 $
 941,184

 2,016

 1,280

 2,108

 7,472

 Total

 $
 197,602

 $
 215,370

 $
 129,988

 $
 106,955

 $
 51,028

 $
 111,979

 $
 130,941

 $
 4,793

 $

 $
 -

 $
 ( 28
)

 $
 ( 410
)

 $
 ( 44
)

 $
 -

 $
 -

 $
 ( 368
)

 $
 -

 $
 ( 850
)

 The
following table provides information on the Company's risk categories by loan class:

of Troubled Debt Restructurings on Financing Receivables

 (Dollars
 in thousands)

 $
 236,663

 $

 22,530

 300,216

 3,858

 165,709

 7,706

 -

 83,358

 2,026

 -

 -

 Total

 $
 837,187

 $
 13,003

 The
following table provides information on the Company's allowance for credit losses related to unfunded loan commitments.

of Allowance for Credit Losses Related to Unfunded Loan Commitments

 (dollars in thousands)

 $

 Impact of adopting ASC 326

 -

 $

 The
following table presents the amortized cost basis of loans at December 31, 2023 that were both experiencing financial difficulty and
modified by class, type of modification and includes the financial effect of the modification.

of Amortization cost

 Amortized cost basis

 % of loan class total

 Financial effect

 Term extension:

 $

 0.1
 %

 90 day payment deferral

 As
of December 31, 2023, all loans experiencing both financial difficulty and modified during the twelve months ended December 31, 2023
were current under the terms of the agreements. There were no commitments to lend additional funds to the borrowers and there were no
charge-offs recorded against the loans. The Company had a $ 1,000 allowance for credit losses recorded against these loans as of December
31, 2023. The Company did not have any loan modifications that had a payment default during the twelve months ended December 31, 2023.

 The
Company had loans and unfunded commitments to directors and officers, and to affiliated parties, at December 31, 2023 and 2022. A summary
of such loans is as follows:

 Schedule of Loan to Directors Officers and Affiliated Parties

 Balance at December 31, 2022

 $
 14,573

 New loans

 3,250

 Repayments

 ( 4,767
)

 $
 13,056

 (7)
 Loan Commitments

 The
Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet customers' financing
needs. These financial instruments consist principally of commitments to extend credit. The Company uses the same credit policies in
making commitments and conditional obligations as it does for on-balance sheet instruments. The Company's exposure to credit loss
in the event of nonperformance by the other party is represented by the contractual amount of those instruments. In the normal course
of business, there are various commitments and contingent liabilities, such as commitments to extend credit, letters of credit, and lines
of credit, the balance of which are not recorded in the accompanying consolidated financial statements. The Company generally requires
collateral or other security on unfunded loan commitments and irrevocable letters of credit. Unfunded commitments to extend credit, excluding
standby letters of credit, aggregated to $ 211.8 million and $ 183.5 million at December 31, 2023 and 2022, respectively, and are generally
at variable interest rates. Standby letters of credit totaled $ 1.6 million at December 31, 2023 and $ 2.7 million at December 31, 2022.

 (8)
 Goodwill and Intangible Assets

 The
changes in goodwill is as follows:

of Goodwill

 2023

 2022

 2021

 2023

 2022

 2021

 Balance at January 1

 $
 32,199

 $
 17,532

 $
 17,532

 Acquired goodwill

 -

 14,667

 -

 Acquisition period adjustments

 -

 -

 Balance at December 31

 $
 32,377

 $
 32,199

 $
 17,532

 The
Company performed its annual impairment test as of December 31, 2023. Based on the results of the qualitative analysis, the Company concluded
it was more likely than not that its goodwill was not impaired.

 A
summary of the other intangible assets that continue to be subject to amortization is as follows:

 Schedule of Other Intangible Assets and Goodwill

 2023

 2022

 2023

 2022

 Gross carrying amount

 $
 4,170

 $
 5,880

 Accumulated amortization

 ( 929
)

 ( 1,874
)

 Net carrying amount

 $
 3,241

 $
 4,006

 Amortization
expense for the years ended December 31, 2023 and 2022 was $ 765,000 and $ 248,000. The following sets forth estimated amortization expense
for core deposit intangible assets for the years ending December 31:

 Schedule of Finite-lived Intangible Assets, Future Amortization Expense

 Amortization

 expense

 2024

 2025

 2026

 2027

 2028

 Thereafter

 Total

 $
 3,241

 (9)
 Mortgage Loan Servicing

loans serviced for others are not reported as assets. The following table provides information on the principal balances of mortgage
loans serviced for others:

 Schedule of Participating Mortgage Loans

 2023

 2022

 2023

 2022

 FHLMC

 $
 659,488

 $
 685,859

 FHLB

 28,621

 27,285

 Total

 $
 688,109

 $
 713,144

 Custodial
escrow balances maintained in connection with serviced loans were $ 5.0 million at December 31, 2023 and $ 5.3 million at December 31 2022.
Gross service fee income related to such loans was $ 1.8 million for the years ended December 31, 2023 and 2022 and 2021, and is included
in fees and service charges in the consolidated statements of earnings.

 Activity
for mortgage servicing rights and the related valuation allowance follows:

 Schedule of Servicing Asset at Amortized Cost

 2023

 2022

 2023

 2022

 Mortgage servicing rights:

 Balance at beginning of year

 $
 3,813

 $
 4,193

 Additions

 Amortization

 ( 1,079
)

 ( 1,198
)

 Balance at end of year

 $
 3,158

 $
 3,813

 At
December 31, 2023 and 2022, there was no valuation allowance related to mortgage servicing rights.

 The
fair value of mortgage servicing rights was $ 9.5 million and $ 10.3 million at December 31, 2023 and 2022, respectively. Fair value at
December 31, 2023 was determined using discount rate at 10.0 %, prepayment speeds ranging from 6.00 % to 26.87 %, depending on the stratification
of the specific mortgage servicing right, and a weighted average default rate of 1.65 %. Fair value at December 31, 2022 was determined
using discount rate at 9.50 %,, prepayment speeds ranging from 6.00 % to 21.34 %, depending on the stratification of the specific mortgage
servicing right, and a weighted average default rate of 1.47 %.

 The
Company had a mortgage repurchase reserve of $ 159,000 at December 31, 2023 and $ 225,000 at December 31, 2022, which represents the Company's
best estimate of probable losses that the Company will incur related to the repurchase of one-to-four family residential real estate
loans previously sold or to reimburse investors for credit losses incurred on loans previously sold where a breach of the contractual
representations and warranties occurred. The Company made a $ 50,000 provision to the reserve during 2023 compared to no reserve during
2022 and 2021. The Company charged losses of $ 116,000, $ 1,000 and $ 9,000 against the reserve during 2023, 2022 and 2021, respectively.
As of December 31, 2023, the Company had no outstanding mortgage repurchase requests.

 (10)
 Premises and Equipment

 Premises
and equipment consisted of the following:

 Schedule of Premises and Equipment

 Estimated

 useful lives

 2023

 2022

 Land

 Indefinite

 $
 5,444

 $
 7,234

 Office buildings and improvements

 10 - 50 years

 20,868

 23,839

 Furniture and equipment

 3 - 15 years

 9,729

 9,326

 Automobiles

 2 - 5 years

 Total premises and equipment

 36,596

 40,954

 Accumulated depreciation

 ( 16,887
)

 ( 16,627
)

 Total premises and equipment, net

 $
 19,709

 $
 24,327

 Depreciation
expense totaled $ 1.3 million for the year ended December 31, 2023, $ 1.1 million for the year ended December 31, 2022, and $ 997,000 during
the year ended 2021 and was included in occupancy and equipment expense on the consolidated statements of earnings.

 (11)

 The
following table presents the maturities of certificates of deposit at December 31, 2023:

of Maturities of Time Deposit

 Year

 2024

 163,439

 2025

 12,307

 2026

 2,893

 2027

 2,385

 2028

 2,128

 Thereafter

 Total

 $
 183,154

 The
aggregate amount of certificate of deposit in denominations of $250,000 or more at December 31, 2023 and 2022 was $ 50.2 million and $ 25.6
 million, respectively. As of December 31, 2023, the Company had $ 83.2 million in brokered deposits compared to $ 10.3 million at December
31, 2022.

 The
components of interest expense associated with deposits are as follows:

 Schedule of Interest Expense Associated with Deposits

 2023

 2022

 2021

 2023

 2022

 2021

 $
 4,310

 $

 $

 Money market and checking

 10,818

 2,318

 Savings

 Total

 $
 15,254

 $
 2,776

 $
 1,023

 (12)
 Federal Home Loan Bank Borrowings

 The
Bank has a line of credit, renewable annually each September, with the FHLB under which there were $ 58.0 million of borrowings at December
31, 2023 compared to $ 8.2 million of borrowings at December 2022. Interest on any outstanding balance on the line of credit accrues at
the federal funds rate plus 0.15 % ( 5.55 % at December 31, 2023). The Company had $ 20.0 million letters of credit issued through the FHLB
at December 31, 2023 compared to none at December 31, 2022 to secure municipal deposits. The Company did not have any term advances
from FHLB at December 31, 2023 and 2022.

 Although
no loans are specifically pledged, the FHLB requires the Bank to maintain eligible collateral (qualifying loans and investment securities)
that has a lending value at least equal to its required collateral. At December 31, 2023 and 2022, there was a blanket pledge of loans
totaling $ 328.7 million and $ 139.0 million, respectively. At December 31, 2023 and 2022, the Bank's total borrowing capacity with
the FHLB was approximately $ 232.3 million and $ 111.0 million, respectively. At December 31, 2023 and 2022, the Bank's available
borrowing capacity was $ 153.1 million and $ 101.8 million, respectively. The difference between the Bank's total borrowing capacity
and available borrowing capacity is related to the amount of borrowings outstanding and letters of credit issued to collateralized public
fund deposits. The available borrowing capacity with the FHLB is collateral based, and the Bank's ability to borrow is subject
to maintaining collateral that meets the eligibility requirements. The borrowing capacity is not committed and is subject to FHLB credit
requirements and policies. In addition, the Bank must maintain a restricted investment in FHLB stock to maintain access to borrowings.

 (13)
 Subordinated Debentures

 In
2003, the Company issued $ 8.2 million of subordinated debentures. These debentures, which are due in 2034 and are currently redeemable,
were issued to a wholly owned grantor trust (the "Trust") formed to issue preferred securities representing undivided beneficial
interests in the assets of the Trust. The Trust then invested the gross proceeds of such preferred securities in the debentures. The
Trust's preferred securities and the subordinated debentures require quarterly interest payments and have variable rates, adjustable
quarterly. Interest accrues at three month CME term SOFR plus a spread adjustment of 0.26% and a margin of 2.85 %. The interest rate at
December 31, 2023 and 2022 was 8.50 % and 7.26 %, respectively.

 In
2005, the Company issued an additional $ 8.2 million of subordinated debentures. These debentures, which are due in 2036 and are currently
redeemable, were issued to a wholly owned grantor trust ("Trust II") formed to issue preferred securities representing undivided
beneficial interests in the assets of Trust II. Trust II then invested the gross proceeds of such preferred securities in the debentures.
Trust II's preferred securities and the subordinated debentures require quarterly interest payments and have variable rates, adjustable
quarterly. Interest accrues at three month CME term SOFR plus a spread adjustment of 0.26% and a margin of 1.34 %. The interest rate at
December 31, 2023 and 2022 was 6.99 % and 6.11 %, respectively.

 In
2013, the Company assumed an additional $ 5.2 million of subordinated debentures as part of the Bank's acquisition of Citizens Bank.
These debentures, which are due in 2036 and are currently redeemable, were issued by Citizens Bank's former holding company to
a wholly owned grantor trust, First Capital (KS) Statutory Trust ("Trust III") formed to issue preferred securities representing
undivided beneficial interests in the assets of Trust III. Trust III's preferred securities and the subordinated debentures require
quarterly interest payments and have variable rates, adjustable quarterly. Interest accrues at three month CME term SOFR plus a spread
adjustment of 0.26% and a margin of 1.62 %. The interest rate at December 31, 2023 and 2022 was 7.24 % and 6.35 % respectively.

 While
these trusts are accounted for as unconsolidated equity investments, a portion of the trust preferred securities issued by the trusts
qualifies as Tier 1 Capital for regulatory purposes.

 (14)
 Other Borrowings

 The
Company has a $ 5.0 million line of credit from an unrelated financial institution maturing on November 1, 2024, with an interest rate
that adjusts daily based on the prime rate less 0.50 %. This line of credit has covenants specific to capital and other financial ratios,
which the Company was in compliance with at December 31, 2023. As of December 31, 2023 and 2022, the Company did not have an outstanding
balance on the line of credit.

 The
Company borrowed $ 10.0 million from an unrelated financial institution at a fixed rate of 6.15 % maturing on September 1, 2027, which
requires quarterly principal and interest payments. This borrowing has covenants specific to capital and other financial ratios, which
the Company was in compliance with at December 31, 2023. The principal balance was $ 6.6 million and $ 9.0 million at December 31, 2023
and 2022, respectively.

 At
December 31, 2023 and 2022, the Bank had no borrowings through the Federal Reserve discount window, while the borrowing capacity was
$ 60.7 million and $ 65.4 million, respectively. The Bank also has various other federal funds agreements, both secured and unsecured,
with correspondent banks totaling approximately $ 30.0 million at December 31, 2023 and 2022. As of December 31, 2023 and 2022, there
were no borrowings through these correspondent bank federal funds agreements.

 (15)
 Repurchase Agreements

 The
Company has overnight repurchase agreements with certain deposit customers whereby the Company uses investment securities as collateral
for non-insured funds. These balances are accounted for as collateralized financing and included in other borrowings on the balance sheet.

 Repurchase
agreements are comprised of non-insured customer funds, totaling $ 12.7 million at December 31, 2023, and $ 29.4 million at December 31,
2022, which were secured by $ 23.7 million and $ 38.4 million of the Bank's investment portfolio at the same dates, respectively.

 The
following is a summary of the balances and collateral of the Company's repurchase agreements:

 Schedule of Repurchase Agreements

 2023

 2022

 Average daily balance during the year

 $
 18,361

 $
 13,239

 Average interest rate during the year

 2.72
 %

 1.11
 %

 Maximum month-end balance during the year

 $
 20,083

 $
 33,930

 Weighted average interest rate at year-end

 2.84
 %

 1.70
 %

 Overnight and

 Up to 30

 Greater than

 Continuous

 days

 30-90 days

 90 days

 Total

 Repurchase agreements:

 U.S. federal treasury obligations

 $

 $
 -

 $
 -

 $
 -

 $

 Total

 $

 $
 -

 $
 -

 $
 -

 $

 Overnight and

 Up to 30

 Greater than

 Continuous

 days

 30-90 days

 90 days

 Total

 Repurchase agreements:

 U.S. federal treasury obligations

 $
 25,973

 $
 -

 $
 -

 $
 -

 $
 25,973

 U.S. federal agency obligations

 1,236

 -

 -

 -

 1,236

 2,193

 -

 -

 -

 2,193

 Total

 $
 29,402

 $
 -

 $
 -

 $
 -

 $
 29,402

 The
investment securities are held by a third party financial institution in the customer's custodial account. The Company is required
to maintain adequate collateral for each repurchase agreement. Changes in the fair value of the investment securities impact the amount
of collateral required. If the Company were to default, the investment securities would be used to settle the repurchase agreement with
the deposit customer.

 (16)
 Revenue from Contracts with Customers

 All
of the Company's revenue from contracts with customers in the scope of ASC 606 is recognized within non-interest income. Items
outside the scope of ASC 606 are noted as such.

 Schedule of Revenue from Contracts with Customers Within Non-interest Income

 2023

 2022

 2021

 2023

 2022

 2021

 Non-interest income:

 Service charges on deposits

 Overdraft fees

 $
 3,845

 $
 3,747

 $
 2,987

 Other

 1,080

 Interchange income

 3,206

 3,098

 3,261

 Loan servicing fees ( 1)

 1,788

 1,819

 1,780

 Office lease income ( 1)

 Gains on sales of loans ( 1)

 2,269

 3,444

 10,487

 Bank owned life insurance income ( 1)

 (Losses) gains on sales of investment securities ( 1)

 ( 1,246
)

 ( 1,103
)

 1,138

 Gains (losses) on sales of premises and equipment and foreclosed assets

 ( 4
)

 Other

 Total non-interest income

 $
 13,230

 $
 13,700

 $
 22,261

 (1)
 Not within the
scope of ASC 606.

 A
description of the Company's revenue streams within the scope of ASC 606 follows:

 Service
Charges on Deposit Accounts

 The
Company earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees,
which include services such as ATM usage fees, stop payment charges, statement rendering, and ACH fees, are recognized at the time the
transaction is executed as that is the point in time the Company fulfills the customer's request. Account maintenance fees, which
relate primarily to monthly maintenance, are earned over the course of a month, representing the period during which the Company satisfies
the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits
are withdrawn from the customer's account balance.

 Interchange

 The
Company earns interchange fees from debit cardholder transactions conducted through the interchange payment network. Interchange fees
from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the
transaction processing services provided to the cardholder.

 Gains
(Losses) on Sales of Real Estate Owned

 The
Company records a gain or loss from the sale of real estate owned when control of the property transfers to the buyer, which generally
occurs at the time of an executed deed. When the Company finances the sale of real estate owned to the buyer, the Company assesses whether
the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable.
Once these criteria are met, the real estate owned asset is derecognized and the gain or loss on sale is recorded upon the transfer of
control of the property to the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction price and related
gain (loss) on sale if a significant financing component is present. There were no sales of real estate owned that were financed by the
Company during the years 2023, 2022 or 2021.

 (17)
 Income Taxes

tax expense (benefit) attributable to income from operations consisted of the following:

 Schedule of Components of Income Tax Expense (Benefit)

 2023

 2022

 2021

 2023

 2022

 2021

 Current:

 Federal

 $
 1,711

 $

 $
 3,039

 State

 ( 161
)

 ( 317
)

 Total current

 1,550

 4,006

 Deferred:

 Federal

 State

 Total deferred

 1,232

 Deferred tax valuation allowance

 ( 42
)

 ( 50
)

 Income tax expense

 $
 1,954

 $
 1,432

 $
 4,814

 The
reasons for the difference between actual income tax expense (benefit) and expected income tax expense attributable to income from operations
at the statutory federal income tax rate were as follows:

 Schedule of Effective Income Tax Rate Reconciliation

 2023

 2022

 2021

 2023

 2022

 2021

 Computed "expected" tax expense

 $
 2,980

 $
 2,375

 $
 4,793

 (Reduction) increase in income taxes resulting from:

 Tax-exempt interest income, net

 ( 592
)

 ( 633
)

 ( 645
)

 Excess tax expense (benefit) from stock option exercise

 ( 4
)

 ( 29
)

 Bank owned life insurance

 ( 208
)

 ( 180
)

 ( 156
)

 Reversal of unrecognized tax benefits, net

 ( 517
)

 ( 465
)

 State income taxes, net of federal benefit

 Investment tax credits

 ( 47
)

 ( 23
)

 ( 19
)

 Other, net

 ( 140
)

 ( 7
)

 ( 10
)

 tax (benefit) expense

 $
 1,954

 $
 1,432

 $
 4,814

 The
tax effects of temporary differences that give rise to the significant portions of the deferred tax assets and liabilities at the following
dates were as follows:

 Schedule of Deferred Tax Assets and Liabilities

 2023

 2022

 2023

 2022

 Deferred tax assets:

 Unrealized loss on investment securities available-for-sale

 $
 5,371

 $
 8,132

 Loans, including allowance for credit losses

 2,949

 2,879

 State taxes

 Other, net

 Investments

 -

 Net operating loss carry forwards

 Acquisition costs

 Net deferred loan fees

 Valuation allowance on other real estate

 Deferred compensation arrangements

 Total deferred tax assets

 9,812

 12,482

 Less valuation allowance

 ( 234
)

 ( 181
)

 Total deferred tax assets, net of valuation allowance

 9,578

 12,301

 Deferred tax liabilities:

 Intangible assets

 1,277

 1,324

 Mortgage servicing rights

 Prepaid expenses

 Premises and equipment, net of depreciation

 Investments

 -

 FHLB stock dividends

 Unrealized gain on investment securities available-for-sale

 -

 -

 Total deferred tax liabilities

 3,379

 2,937

 Net deferred tax asset

 $
 6,199

 $
 9,364

 The
Company has Kansas corporate and privilege tax net operating loss carry forwards totaling $ 4.6 million and $ 3.1 million as of December
31, 2023 and 2022, respectively, which expire between 2024 and 2032. The Company has recorded a valuation allowance against the Kansas
net operating loss carry forwards. The Company has federal net operating loss carry forwards totaling $ 465,000 and $ 1.3 million as of
December 31, 2023 and 2022, respectively, which does not have a valuation allowance recorded against it. A valuation allowance related
to the remaining deferred tax assets has not been provided because management believes it is more likely than not that the results of
future operations will generate sufficient taxable income to realize the deferred tax assets at December 31, 2023.

 Retained
earnings at December 31, 2023 and 2022 include approximately $ 6.3 million for which no provision for federal income tax had been made.
This amount represents allocations of income to bad debt deductions in years prior to 1988 for tax purposes only. Reduction of amounts
allocated for purposes other than tax bad debt losses will create income for tax purposes only, which will be subject to the then current
corporate income tax rate.

 The
Company has unrecognized tax benefits representing tax positions for which a liability has been established. A reconciliation of the
beginning and ending amount of the liability relating to unrecognized tax benefits is as follows:

 Schedule of Unrecognized Tax Benefits

 2023

 2022

 Unrecognized tax benefits at beginning of year

 $
 2,157

 $
 2,290

 Gross increases to current year tax positions

 Gross decreases to prior year's tax positions

 ( 61
)

 ( 61
)

 Lapse of statute of limitations

 ( 528
)

 ( 462
)

 Unrecognized tax benefits at end of year

 $
 2,040

 $
 2,157

 Tax
years that remain open and subject to audit include the years 2020 through 2023 for both federal and state tax purposes. The Company
recognized $ 528,000 and $ 462,000 of previously unrecognized tax benefits during 2023 and 2022, respectively. The gross unrecognized tax
benefits of $ 2.0 million and $ 2.2 million at December 31, 2023 and December 31, 2022, respectively, would favorably impact the effective
tax rate by $ 1.6 million and $ 1.7 million, respectively, if recognized. During 2023 and 2022, the Company recorded an income tax benefit
of $ 51,000 and $ 52,000, respectively associated with interest and penalties. During 2021, the Company recorded $ 298,000 of income tax
expense associated with interest and penalties. As of December 31, 2023 and 2022, the Company had accrued interest and penalties related
to the unrecognized tax benefits of $ 520,000 and $ 571,000, respectively, which are not included in the table above. The Company believes
that it is reasonably possible that a reduction in gross unrecognized tax benefits of up to $ 975,000 is possible during the next 12 months
as a result of the lapse of the statute of limitations.

 (18)
 Employee Benefit Plans

 Employee
Retirement Plan. Substantially all employees are covered under a 401(k) defined contribution savings plan. Eligible employees receive
 100 % matching contributions from the Company of up to 6 % of their compensation. Matching contributions by the Company were $ 857,000,
$ 768,000 and $ 800,000 for the years ended December 31, 2023, 2022 and 2021, respectively.

 Split
Dollar Life Insurance Agreement. The Company has recognized a liability for future benefits payable under an agreement that splits
the benefits of a bank owned life insurance policy between the Company and a former employee. The liability totaled $ 44,000 at December
31, 2023 and $ 43,000 at December 31, 2022.

 Deferred
Compensation Agreements. The Company has entered into deferred compensation and other retirement agreements with certain key employees
that provide for cash payments to be made after their respective retirements. The obligations under these arrangements have been recorded
at the present value of the accrued benefits. The Company has also entered into agreements with certain directors to defer portions of
their compensation. The balance of accrued benefits under these arrangements was $ 798,000 and $ 663,000 at December 31, 2023 and 2022,
respectively, and was included as a component of other liabilities in the accompanying consolidated balance sheets. The Company recorded
expense associated with the deferred compensation agreements of $ 2,000 for the year ended December 31, 2023 and recorded income associated
with the deferred compensation agreements of $ 1,000 for the year ended December 31, 2022 and recorded expense associated with the deferred
compensation agreements of $ 3,000 for the year ended December 31, 2021. The liability balance is also impacted by changes in the value
of the underlying assets supporting the agreements for directors who have not retired.

 (19)
 Stock Compensation Plan

 The
Company has a stock-based employee compensation plan which allows for the issuance of stock options and restricted common stock, the
purpose of which is to provide additional incentive to certain officers, directors, and key employees by facilitating their purchase
of a stock interest in the Company. Compensation expense related to prior awards is recognized on a straight line basis over the vesting
period, which is typically four years. The stock-based compensation cost related to these awards was $ 352,000, $ 295,000 and $ 323,000
for the years ended December 31, 2023, 2022 and 2021, respectively. The Company recognized tax benefits of $ 84,000, $ 77,000, and $ 113,000
for the years ended December 31, 2023, 2022 and 2021, respectively.

 For
stock options, the exercise price may not be less than 100 % of the fair market value of the shares on the date of the grant, and no option
shall be exercisable after the expiration of ten years from the grant date. In determining compensation cost, the Black-Scholes option-pricing
model is used to estimate the fair value of options on date of grant. The Black-Scholes model is a closed-end model that uses the assumptions
outlined below. Expected volatility is based on historical volatility of the Company's stock. The Company uses historical exercise
behavior and other qualitative factors to estimate the expected term of the options, which represents the period of time that the options
granted are expected to be outstanding. The risk-free rate for the expected term is based on U.S. Treasury rates in effect at the time
of grant.

 On
May 20, 2015, our stockholders approved the 2015 Stock Incentive Plan which authorized the issuance of equity awards covering 387,832
shares of common stock, as adjusted for subsequent stock dividends. On August 1, 2021, the Compensation Committee awarded 3,334 shares
of restricted common stock, as adjusted for subsequent stock dividends and options to acquire 56,328 shares of common stock, as adjusted
for subsequent stock dividends. The restricted stock awards vest ratably over one year and the value was based on a stock price of $ 23.97
per share on the date such shares were granted, as adjusted for subsequent stock dividends. The options vest ratably over four years.
On August 1, 2022, the Compensation Committee awarded 19,350 shares of restricted common stock, as adjusted for subsequent stock dividends.
The restricted stock awards vest ratably over one or four years and the value was based on a stock price of $ 23.12 per share on the date
such shares were granted, as adjusted for subsequent stock dividends. On August 1, 2023, the Compensation Committee awarded 5,452 shares
of restricted common stock, as adjusted for subsequent stock dividends and options to acquire 85,167 shares of common stock, as adjusted
for subsequent stock dividends. The restricted stock awards vest ratably over one year and the value was based on a stock price of $ 20.16
per share on the date such shares were granted, as adjusted for subsequent stock dividends. The options vest ratably over four years.

 The
fair value of the options granted were determined using the following weighted-average assumptions as of the grant date:

 Schedule of Fair Value of Options Assumed

 2023

 2022

 2021

 2023

 2022

 2021

 Risk-free interest rate

 4.15
 %

 n/a

 1.00
 %

 Expected term

 7 years

 n/a

 7 years

 Expected stock price volatility

 26.31
 %

 n/a

 28.51
 %

 Dividend yield

 3.97
 %

 n/a

 2.88
 %

 A
summary of option activity during 2023 is presented below:

 Schedule of Share-based Compensation, Stock Options, Activity

 Weighted

 Weighted

 average

 average

 exercise

 remaining

 Aggregate

 price

 contractual

 intrinsic

 Shares

 per share

 term

 value

 Outstanding at January 1, 2023

 144,572

 $
 21.87

 6.8 years

 $

 Granted

 81,111

 $
 20.16

 Effect of 5 % stock dividend

 10,888

 Forfeited/expired

 ( 5,470
)

 $
 22.90

 Exercised

 ( 2,693
)

 $
 19.29

 Outstanding at December 31, 2023

 228,408

 $
 20.58

 7.2 years

 $

 Exercisable at December 31, 2023

 114,561

 $
 20.05

 5.4 years

 $

 Fully vested options at December 31, 2023

 114,561

 $
 20.05

 5.4 years

 $

 Additional
information about stock options exercised is presented below:

 Schedule of Stock Option Exercised Additional Information

 2023

 2022

 2021

 2023

 2022

 2021

 Intrinsic value of options exercised (on exercise date)

 $

 $

 $

 Cash received from options exercised

 -

 Excess tax benefit realized from options exercised

 $

 $
 -

 $

 As
of December 31, 2023, there was $ 418,000 of total unrecognized compensation cost related to the 113,847 outstanding unvested options
that will be recognized over the following periods:

 Schedule of Share-based Compensation Arrangements by Share-based Payment Award

 Year

 2024

 2025

 2026

 2027

 Total

 $

 The
fair value of restricted stock on the vesting date was $ 187,000, $ 223,000 and $ 229,000 during the years ended December 31, 2023, 2022
and 2021 respectively. A summary of nonvested restricted common stock activity during 2023 is presented below:

 Schedule of Nonvested Share Activity

 Shares

 Weighted average grant date price per share

 Nonvested restricted common stock at January 1, 2023

 26,057

 $
 23.50

 Granted

 5,192

 $
 21.17

 Vested

 ( 8,975
)

 $
 22.40

 Forfeited

 ( 350
)

 $
 17.80

 Effect of 5 % stock dividend

 1,077

 Nonvested restricted common stock at December 31, 2023

 23,001

 $
 22.40

 As
of December 31, 2023, there was $ 326,000 of total unrecognized compensation cost related to the 23,001 outstanding nonvested restricted
shares that will be recognized over the following periods:

 Schedule of Share-based Compensation Arrangements by Share-based Payment Award

 Year

 2024

 2025

 2026

 Total

 $

 (20)
 Fair Value of Financial Instruments and Fair Value Measurements

 Fair
value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are
three levels of inputs that may be used to measure fair values:

 Level
1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access
as of the measurement date.

 Level
2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted
prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 Level
3 – Significant unobservable inputs that reflect a company's own assumptions about the assumptions that market participants
would use in pricing an asset or liability.

 Fair
value estimates of the Company's financial instruments as of December 31, 2023 and 2022, including methods and assumptions utilized,
are set forth below:

 Schedule of Fair Value, by Balance Sheet Grouping

 amount

 Level 1

 Level 2

 Level 3

 Total

 Financial assets:

 $

 $

 $
 -

 $
 -

 $

 Interest-bearing deposits at other banks

 4,918

 -

 4,918

 -

 4,918

 Investment securities available-for-sale

 357,102

 -

 Investment securities held-to-maturity

 3,555

 -

 3,049

 -

 3,049

 Bank stocks, at cost

 8,123

 n/a

 n/a

 n/a

 n/a

 Loans, net

 937,619

 -

 -

 920,984

 920,984

 Loans held for sale

 -

 -

 Mortgage servicing rights

 3,158

 -

 9,498

 -

 9,498

 Accrued interest receivable

 7,341

 2,280

 4,734

 7,341

 -

 -

 Financial liabilities:

 Non-maturity deposits

 $
 ( 1,133,097
)

 $
 ( 1,133,097
)

 $
 -

 $
 -

 $
 ( 1,133,097
)

 ( 183,154
)

 -

 ( 181,655
)

 -

 ( 181,655
)

 FHLB and other borrowings

 ( 64,662
)

 -

 ( 65,478
)

 -

 ( 65,478
)

 ( 21,651
)

 -

 ( 18,906
)

 -

 ( 18,906
)

 ( 12,714
)

 -

 ( 12,714
)

 -

 ( 12,714
)

 Accrued interest payable

 ( 1,979
)

 -

 ( 1,979
)

 -

 ( 1,979
)

 ( 14
)

 -

 ( 14
)

 -

 ( 14
)

 amount

 Level 1

 Level 2

 Level 3

 Total

 Financial assets:

 $

 $

 $
 -

 $
 -

 $

 Interest-bearing deposits at other banks

 9,084

 -

 9,084

 -

 9,084

 Investment securities available-for-sale

 366,195

 -

 Investment securities held-to-maturity

 3,524

 -

 3,452

 -

 3,452

 Bank stocks, at cost

 5,470

 n/a

 n/a

 n/a

 n/a

 Loans, net

 841,149

 -

 -

 828,726

 828,726

 Loans held for sale

 2,488

 -

 2,488

 -

 2,488

 Mortgage servicing rights

 3,813

 -

 10,282

 -

 10,282

 Accrued interest receivable

 5,879

 2,150

 3,303

 5,879

 -

 -

 Financial liabilities:

 Non-maturity deposits

 $
 ( 1,207,371
)

 $
 ( 1,207,371
)

 $
 -

 $
 -

 $
 ( 1,207,371
)

 ( 93,278
)

 -

 ( 90,760
)

 -

 ( 90,760
)

 FHLB and other borrowings

 ( 17,200
)

 -

 ( 14,981
)

 -

 ( 14,981
)

 ( 21,651
)

 -

 ( 18,189
)

 -

 ( 18,189
)

 ( 29,402
)

 -

 ( 29,402
)

 -

 ( 29,402
)

 Accrued interest payable

 ( 439
)

 -

 ( 439
)

 -

 ( 439
)

 Transfers

 The
Company did not transfer any assets or liabilities among levels during the year ended December 31, 2023 or 2022.

 Valuation
Methods for Instruments Measured at Fair Value on a Recurring Basis

 The
following table represents the Company's financial instruments that are measured at fair value on a recurring basis at December
31, 2023 and 2022, allocated to the appropriate fair value hierarchy:

 Schedule of Fair Value, Assets Measured On Recurring Basis

 Fair value hierarchy

 Total

 Level 1

 Level 2

 Level 3

 Assets:

 Available-for-sale securities

 $

 $

 $
 -

 $
 -

 -

 -

 -

 -

 -

 -

 Loans held for sale

 -

 -

 -

 -

 Liabilities:

 ( 14
)

 -

 ( 14
)

 -

 Fair value hierarchy

 Total

 Level 1

 Level 2

 Level 3

 Assets:

 Available-for-sale securities

 $

 $

 $
 -

 $
 -

 U. S. federal agency obligations

 1,988

 -

 1,988

 -

 127,262

 -

 127,262

 -

 67,244

 -

 67,244

 -

 169,701

 -

 169,701

 -

 Loans held for sale

 2,488

 -

 2,488

 -

 -

 -

 The
Company's investment securities classified as available-for-sale include U.S. treasury securities, U.S. federal agency securities,
municipal obligations and agency mortgage-backed securities. Quoted exchange prices are available for the Company's U.S treasury
securities which are classified as Level 1. U.S. federal agency securities and agency mortgage-backed obligations are priced utilizing
industry-standard models that consider various assumptions, including time value, yield curves, volatility factors, prepayment speeds,
default rates, loss severity, current market and contractual prices for the underlying financial instruments, as well as other relevant
economic measures. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data, or
are supported by observable levels at which transactions are executed in the marketplace. These measurements are classified as Level
2. Municipal securities are valued using a type of matrix, or grid, pricing in which securities are benchmarked against U.S. treasury
rates based on credit rating. These model and matrix measurements are classified as Level 2 in the fair value hierarchy.

 Changes
in the fair value of available-for-sale securities are included in other comprehensive income to the extent the changes are not considered
credit-related.

loans originated and intended for sale in the secondary market are carried at estimated fair value. The mortgage loan valuations are
based on quoted secondary market prices for similar loans and are classified as Level 2. Changes in the fair value of mortgage loans
originated and intended for sale in the secondary market and derivative financial instruments are included in gains on sales of loans.

 The
aggregate fair value, contractual balance (including accrued interest), and gain or loss on loans held for sale were as follows:

 Schedule of Fair Value Contractual Balance and Gain Loss On Loans Held for Sale

 2023

 2022

 Aggregate fair value

 $

 $
 2,488

 Contractual balance

 2,468

 Gain

 $

 $

 The
Company's derivative financial instruments consist of interest rate lock commitments and forward commitments for the future delivery
of these mortgage loans. The fair values of these derivatives are based on quoted prices for similar loans in the secondary market. The
market prices are adjusted by a factor, based on the Company's historical data and its judgment about future economic trends, which
considers the likelihood that a commitment will ultimately result in a closed loan. These instruments are classified as Level 2. The
amounts are included in other assets or other liabilities on the consolidated balance sheets and gains on sale of loans, net in the consolidated
statements of earnings. The total amount of gains and losses from changes in fair value of derivative financial instruments included
in earnings were as follows:

 Schedule of Gains and Losses from Changes in Fair Value of Loans Held for Sale

 2023

 2022

 2021

 Total change in fair value

 $
 ( 26
)

 $
 ( 368
)

 $
 ( 836
)

 Valuation
Methods for Instruments Measured at Fair Value on a Nonrecurring Basis

 The
Company does not record its loan portfolio at fair value. Collateral-dependent loans are generally carried at the lower of cost or fair
value of the collateral, less estimated selling costs. Collateral values are determined based on appraisals performed by qualified licensed
appraisers hired by the Company and then further adjusted if warranted based on relevant facts and circumstances. The appraisals may
utilize a single valuation approach or a combination of approaches including the comparable sales and income approach. Adjustments are
routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available.
Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value. Individually
evaluated loans are reviewed at least quarterly for additional impairment and adjusted accordingly, based on the same factors identified
above. The carrying value of the Company's individually evaluated loans was $ 4.3 million at December 31, 2023 and $ 4.1 million
at December 31, 2022, respectively. The Company's individually evaluated loans with an allowance for credit losses was $ 1.7 million
and $ 755,000, with an allocated allowance of $ 311,000 and $ 654,000, at December 31, 2023 and December 31, 2022, respectively.

 Real
estate owned includes assets acquired through, or in lieu of, foreclosure and land previously acquired for expansion. Real estate owned
is initially recorded at the fair value of the collateral less estimated selling costs. Subsequent valuations are updated periodically
and are based upon independent appraisals, third party price opinions or internal pricing models. The appraisals may utilize a single
valuation approach or a combination of approaches including the comparable sales and income approach. Adjustments are routinely made
in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments
are typically significant and result in a Level 3 classification of the inputs for determining fair value. Real estate owned is reviewed
and evaluated at least annually for additional impairment and adjusted accordingly, based on the same factors identified above.

 The
following table presents quantitative information about Level 3 fair value measurements for individually evaluated loans measure at fair
value on a non-recurring basis as of December 31, 2023 and 2022.

 Schedule of Fair Value Measurements On Nonrecurring, Valuation
Techniques

 Fair value

 Valuation technique

 Unobservable inputs

 Range

 Individual evaluated loans:

 One-to-four family residential real estate

 $

 Adjustment to appraised value

 %

 1,386

 Adjustment to comparable sales

 0 %- 50
 %

 Real estate owned:

 One-to-four family residential real estate

 Adjustment to appraised value

 %

 Impaired loans:

 $

 Adjustment to comparable sales

 0 %- 25
 %

 Real estate owned:

 One-to-four family residential real estate

 Adjustment to appraised value

 %

 Commercial real estate

 Adjustment to appraised value

 %

 (21)
 Regulatory Capital Requirements

 Banks
and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy
guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities, and
certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject
to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. Management believed that
as of December 31, 2023, the Company and the Bank met all capital adequacy requirements to which they were subject at that time.

 Prompt
corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately
capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as
is asset growth and expansion, and capital restoration plans are required. The Company and the Bank are subject to the Basel III Rule,
which is applicable to all U.S. banks that are subject to minimum capital requirements, as well as to bank and savings and loan holding
companies other than "small bank holding companies" (generally, non-public bank holding companies with consolidated assets
of less than $ 3.0 billion).

 The
Basel III Rule includes a common equity Tier 1 capital to risk-weighted assets minimum ratio of 4.5 %, a minimum ratio of Tier 1 capital
to risk-weighted assets of 6.0 %, a minimum ratio of Total Capital to risk-weighted assets of 8.0 %, and a minimum Tier 1 leverage ratio
of 4.0 %. A capital conservation buffer, equal to 2.5 % of common equity Tier 1 capital, is also established above the regulatory minimum
capital requirements. The capital conservation buffer increases the common equity Tier 1 capital ratio, and Tier 1 capital and total
risk based capital ratios.

 As
of December 31, 2023 and December 31, 2022, the most recent regulatory notifications categorized the Bank as well capitalized under the
regulatory framework for prompt corrective action then in effect. There are no conditions or events since that notification that management
believes have changed the institution's category.

 The
following is a comparison of the Company's regulatory capital to minimum capital requirements in effect at December 31, 2023 and
2022:

 Schedule of Compliance with Regulatory Capital Requirements for Mortgage Companies

 For capital

 Actual

 adequacy purposes

 Ratio

 Ratio (1)

 $
 130,625

 8.41
 %

 $
 62,116

 4.0
 %

 109,625

 10.39
 %

 73,854

 7.0
 %

 130,625

 12.38
 %

 8.5
 %

 Total Risk Based Capital

 140,671

 13.33
 %

 110,781

 10.5
 %

 $
 122,275

 8.14
 %

 $
 60,100

 4.0
 %

 101,275

 10.37
 %

 68,352

 7.0
 %

 122,275

 12.52
 %

 82,999

 8.5
 %

 Total Risk Based Capital

 131,236

 13.44
 %

 102,528

 10.5
 %

 (1)
 The required percent
for capital adequacy purposes includes a capital conservation buffer of 2.5 %.

 The
following is a comparison of the Bank's regulatory capital to minimum capital requirements in effect at December 31, 2023 and 2022:

 Schedule of Compliance with Regulatory Capital Requirements Under Banking Regulations

 To be well-capitalized

 For capital

 under regulatory

 Actual

 adequacy purposes

 guidelines

 Ratio

 Ratio (1)

 Ratio

 $

 8.68
 %

 $
 61,951

 4.0
 %

 $
 77,439

 5.0
 %

 12.74
 %

 73,833

 7.0
 %

 68,560

 6.5
 %

 12.74
 %

 89,655

 8.5
 %

 84,381

 8.0
 %

 Total Risk Based Capital

 144,468

 13.70
 %

 110,750

 10.5
 %

 105,476

 10.0
 %

 $
 128,643

 8.59
 %

 $
 59,933

 4.0
 %

 $
 74,917

 5.0
 %

 128,643

 13.18
 %

 68,309

 7.0
 %

 63,430

 6.5
 %

 128,643

 13.18
 %

 82,947

 8.5
 %

 78,068

 8.0
 %

 Total Risk Based Capital

 137,604

 14.10
 %

 102,464

 10.5
 %

 97,585

 10.0
 %

 (1)
 The required percent
for capital adequacy purposes includes a capital conservation buffer of 2.5 %.

 (22)
 Parent Company Condensed Financial Statements

 The
following is condensed financial information of the parent company as of December 31, 2023 and 2022

 and
for the years ended December 31, 2023, 2022 and 2021:

 Schedule of Condensed Financial Statements

 Condensed
Balance Sheets

 2023

 2022

 Assets:

 $

 $

 Interest-bearing deposits at other banks

 Investment in subsidiaries

 153,813

 140,802

 Other

 Total assets

 $
 155,304

 $
 142,141

 Liabilities and stockholders' equity:

 $

 $

 Other borrowings

 6,649

 9,000

 Other

 Stockholders' equity

 126,914

 111,433

 Total liabilities and stockholders' equity

 $
 155,304

 $
 142,141

 Condensed
Statements of Earnings

 2023

 2022

 2021

 Dividends from Bank

 $
 8,000

 $
 29,350

 $
 4,600

 Dividends from nonbank subsidiary

 1,000

 1,000

 Interest income

 Other non-interest income

 Interest expense

 ( 2,113
)

 ( 998
)

 ( 472
)

 Other expense, net

 ( 620
)

 ( 412
)

 ( 532
)

 Earnings before equity in undistributed earnings

 6,326

 28,464

 4,619

 Increase (decrease) in undistributed equity of Bank

 5,252

 ( 19,030
)

 13,599

 Increase (decrease) in undistributed equity of nonbank subsidiary

 ( 272
)

 Earnings before income taxes

 11,680

 9,589

 17,946

 Income tax benefit

 ( 556
)

 ( 289
)

 ( 65
)

 9,878

 Other comprehensive income (loss)

 8,510

 ( 28,946
)

 ( 5,567
)

 Total comprehensive income

 $
 20,746

 $
 ( 19,068
)

 $
 12,444

 Condensed
Statements of Cash Flows

 2023

 2022

 2021

 Cash flows from operating activities:

 $

 $
 9,878

 $

 Decrease (increase) in undistributed equity of subsidiaries

 ( 5,354
)

 18,875

 ( 13,327
)

 Other

 Net cash provided by operating activities

 6,883

 28,832

 4,814

 Cash flows from investing activities:

 Net change in interest-bearing deposits at banks

 -

 ( 2
)

 Acquisition of Freedom Bancshares, Inc.

 -

 ( 33,350
)

 -

 Net cash (used in) provided by investing activities

 ( 33,350
)

 ( 2
)

 Cash flows from financing activities:

 Proceeds from exercise of stock options

 -

 Payment of dividends

)

 ( 4,198
)

 ( 3,818
)

 Purchase of treasury stock

 ( 75
)

 ( 1,239
)

 -

 Issuances of outstanding debt

 -

 10,065

 -

 Payment on outstanding debt

 ( 2,351
)

 ( 1,065
)

 -

 Net cash (used in) provided by financing activities

 ( 6,764
)

 3,563

 ( 3,796
)

 Net increase (decrease) in cash

 ( 955
)

 1,016

 Cash at beginning of year

 1,121

 Cash at end of year

 $

 $

 $
 1,121

 Dividends
paid by the Company are provided through dividends from the Bank and dividends from nonbank subsidiaries. At December 31, 2023, the Bank
could distribute dividends of up to $ 12.9 million without regulatory approvals. The primary source of funds for the Company is dividends
from the Bank. Under the National Bank Act, a national bank may pay dividends out of its undivided profits in such amounts and at such
times as the bank's board of directors deems prudent. Without prior OCC approval, however, a national bank may not pay dividends
in any calendar year that, in the aggregate, exceed the bank's year-to-date net income plus the bank's retained net income
for the two preceding years. The payment of dividends by any financial institution is affected by the requirement to maintain adequate
capital pursuant to applicable capital adequacy guidelines and regulations, and a financial institution generally is prohibited from
paying any dividends if, following payment thereof, the institution would be undercapitalized.

 (23)
 Commitments, Contingencies and Guarantees

 Commitments
to extend credit are legally binding agreements to lend to a borrower provided there are no violations of any conditions established
in the contract. The Company, as a provider of financial services, routinely issues financial guarantees in the form of financial and
performance commercial and standby letters of credit. As many of the commitments are expected to expire without being drawn upon, the
total commitment does not necessarily represent future cash requirements (see Note 7).

 There
are no pending legal proceedings to which the Company or the Bank is a party other than ordinary routine litigation incidental to the
Bank's business. While the ultimate outcome of current legal proceedings cannot be predicted with certainty, it is the opinion
of management that the resolution of these legal actions should not have a material effect on the Company's consolidated financial
position or results of operations.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None

 ITEM
9A. CONTROLS AND PROCEDURES

 Disclosure
Controls and Procedures

 An
evaluation was performed under the supervision and with the participation of the Company's management, including the Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and
procedures (as defined in Rule 13a-15(e) promulgated under the Exchange Act) as of December 31, 2023. Based on that evaluation, the Company's
management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company's disclosure controls
and procedures were effective.

 Management's
Report on Internal Control over Financial Reporting

 Management
is responsible for establishing and maintaining adequate internal control over financial reporting (as defined by Rule 13a-15(f) promulgated
under the Exchange Act). The Company's internal control over financial reporting is a process designed under the supervision of
the Company's Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of the Company's financial statements for external purposes in accordance with GAAP.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect all 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 or procedures may deteriorate.

 Management
has made a comprehensive review, evaluation, and assessment of the Company's internal control over financial reporting as of December
31, 2023. In making its assessment of the effectiveness of the Company's internal control over financial reporting, management
used the framework established in Internal-Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission - 2013. Based on that assessment, management concluded that, as of December 31, 2023, the Company's internal control
over financial reporting was effective.

 Our
auditors are not required to formally opine on the effectiveness of our internal control over financial reporting, in accordance with
Sarbanes-Oxley because the Company is not an accelerated filer or a large accelerated filer. As a result, this annual report on Form
10-K does not include an attestation report of the Company's independent registered public accounting firm.

 There
were no changes in the Company's internal control over financial reporting during the quarter ended December 31, 2023 that materially
affected or were reasonably likely to materially affect the Company's internal control over financial reporting.

 ITEM
9B. OTHER INFORMATION

 None

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
applicable

 PART
III.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Directors

 The
Company incorporates by reference the information called for by Item 10 of this Form 10-K from the sections entitled "Proposal
1 - Election of Directors," "Delinquent Section 16(a) Reports" and "Corporate Governance and the Board of Directors"
of the Company's Proxy Statement for the annual meeting of stockholders to be held May 22, 2024, which will be filed with the SEC
no later than 120 days after December 31, 2023 (the "2024 Proxy Statement").

 The
executive officers of the Company, each of whom is also currently an executive officer of the Bank and all of whom serve at the discretion
of the Board of Directors, s of the date of this Form 10-K are identified below:

 Name

 Age

 Positions
 with the Company

 Held
 position since

 Michael
 E. Scheopner

 President
 and Chief Executive Officer

 May
 2013/January 2014

 Mark
 A. Herpich

 Vice
 President, Secretary,

 Chief
 Financial Officer and Treasurer

 October
2001

 The
executive officers of the Bank as of the date of this 10-K are identified below:

 Name

 Age

 Positions
 with the Bank

 Held
position since

 Michael
 E. Scheopner

 President
 and Chief Executive Officer

 May
2013/January 2014

 Mark
 A. Herpich

 Executive
 Vice President, Secretary

 and
Chief Financial Officer

 October
2001

 As
announced on March 4, 2024, the Company and the Bank appointed Abigail M. Wendel to serve as the President and Chief Executive Officer
of the Company and the Bank, effective on March 29, 2024. Ms. Wendel will also join boards of directors of both the Company and the Bank.
On March 29, 2024, Mr. Scheopner will retire from those positions and will continue to serve as a non-executive employee of the Company
and the Bank until his full retirement on December 31, 2024. Mr. Scheopner will also continue to serve on the boards of directors of
the Company and the Bank through the end of their terms.

 ITEM
11. EXECUTIVE COMPENSATION

 The
Company incorporates by reference the information called for by Item 11 of this Form 10-K from the sections entitled "Corporate
Governance and the Board of Directors," and "Executive Compensation" of the 2024 Proxy Statement.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
Company incorporates by reference the information called for by Item 12 of this Form 10-K from the section entitled "Security Ownership
of Certain Beneficial Owners" of the 2024 Proxy Statement.

 Equity
Compensation Plan Information

 The
following table sets forth the following information relating to the number of shares authorized for issuance under our equity compensation
plans as of December 31, 2023:

 (a)

 the
 number of securities to be issued upon the exercise of outstanding options, warrants and rights;

 (b)

 the
 weighted-average exercise price of such outstanding options, warrants and rights;

 (c)

 other
 than securities to be issued upon the exercise of such outstanding options, warrants and rights, the number of securities remaining
 available for future issuance under the plans.

 EQUITY COMPENSATION PLAN INFORMATION

 Number of securities to be issued upon exercise of outstanding options, warrants and rights

 Weighted-average exercise price of outstanding options, warrants and rights

 Number of securities remaining available for future issuance (excluding securities reflected in column (a))

 Plan category

 (a)

 (b)

 (c)

 Equity compensation plans approved by security holders

 228,408
 (1)

 $
 20.58
 (2)

 55,849
 (3)

 Equity compensation plans not approved by security holders

 -

 -

 -

 Total

 228,408

 $
 20.58

 55,849

 (1)
 Reflects the number of
 underlying shares of our common stock associated with outstanding options granted under the 2015 Stock Incentive Plan, as adjusted for stock dividends.

 (2)
 Reflects the weight-average exercise price with respect to the exercise of outstanding options included in column (a).

 (3)
 Reflects the number of shares of our common stock available for future issuance under the 2015 Stock
 Incentive Plan, as adjusted for
stock dividends.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 The
Company incorporates by reference the information called for by Item 13 of this Form 10-K from the sections entitled "Proposal
1 – Election of Directors," "Corporate Governance and the Board of Directors" and "Certain Relationships
and Related Transactions" of the 2024 Proxy Statement.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The
Company incorporates by reference the information called for by Item 14 of this Form 10-K from the section entitled "Proposal 2
- Ratification of Crowe LLP as our Independent Registered Public Accounting Firm" of the 2024 Proxy Statement.

 PART
IV.

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 ITEM
15 (a)1 and 2. Financial Statements and Schedules

BANCORP, INC. AND SUBSIDIARY

 LIST
OF FINANCIAL STATEMENTS

 The
following audited Consolidated Financial Statements of the Company and its subsidiaries and related notes and auditors' report
are included in Part II, Item 8 of this Report:

 Report of Independent Registered Public Accounting Firm (PCAOB ID 173)

 Consolidated Balance Sheets – December 31, 2023 and 2022

 Consolidated Statements of Earnings – Years ended December 31, 2023, 2022 and 2021

 Consolidated Statements of Comprehensive Income – Years ended December 31, 2023, 2022 and 2021

 Consolidated Statements of Stockholders' Equity – Years ended December 31, 2023, 2022 and 2021

 Consolidated Statements of Cash Flows – Years ended December 31, 2023, 2022 and 2021

 Notes to Consolidated Financial Statements

 All
schedules are omitted because they are not required or are not applicable or the required information is shown in the financial statements
incorporated by reference or notes thereto.

 Item
15(a)3 and (b). Exhibits

 Number

 Description

 Incorporated
 by reference to

 Attached
 hereto

 2.1

 Agreement and Plan of Merger, dated June 28, 2022, by and among Landmark Bancorp, Inc., LARK Investment Corporation and Freedom Bancshares, Inc.

 2.1 to the registrants report on Form 8-K filed with the SEC on June 28, 2022 (SEC file no. 000-33203)

 3.1

 Amended and Restated Certificate of Incorporation

 3.1 to the registrant's transition report on Form 10-K filed with the SEC on March 29, 2002 (SEC file no. 000-33203)

 3.2

 Certificate of Amendment of the Amended and Restated Certificate of Incorporation

 3.2 to the registrant's report on Form 10-K filed with the SEC on March 29, 2013 (SEC file no. 000-33203)

 3.3

 Bylaws

 3.3 to the registrant's Form S-4 filed with the SEC on June 7, 2001 (SEC file no. 333-62466)

 4.0

 Certain
 instruments defining the rights of holders of long-term debt of the Company, none of which authorize a total amount of indebtedness
 in excess of 10% of the total assets of the Company and its subsidiaries on a consolidated basis, have not been filed as exhibits.
 The Company hereby agrees to furnish a copy of any of these agreements to the Commission upon request.

 4.1

 Description of the Company's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934

 4.1 to the registrant's report on Form 10-K filed with the SEC on March 12, 2020 (SEC file no. 000-33203)

 10.1*

 Employment Agreement effective January 1, 2014 between Michael E. Scheopner, the Company and the Bank

 10.2 to the registrant's Form 8-K filed with the SEC on December 20, 2013 (SEC file no. 000-33203)

 10.2*

 Employment Agreement effective November 1, 2013 between Mark A. Herpich, the Company and the Bank

 10.3 to the registrant's Form 8-K filed with the SEC on December 20, 2013 (SEC file no. 000-33203)

 10.3*

 Form of Landmark Bancorp, Inc. Deferred Compensation Agreement

 10.11 to the registrant's report on Form 10-K filed with the SEC on March 30, 2005 (SEC file no. 000-33203)

 10.4*

 Landmark Bancorp, Inc. 2015 Stock Incentive Plan

 10.20 to the registrant's report on Form 10-K filed with the SEC on March 14, 2016 (SEC file no. 000-33203)

 10.5*

 Form of Landmark Bancorp, Inc. 2015 Stock Incentive Plan Restricted Stock Award Agreement

 4.5 to the registrant's Form S-8 filed with the SEC on May 16, 2016 (SEC file no. 333-211399)

 10.6*

 Form of Landmark Bancorp, Inc. 2015 Stock Incentive Plan Nonqualified Stock Option Award Agreement

 4.6 to the registrant's Form S-8 filed with the SEC on May 16, 2016 (SEC file no. 333-211399)

 10.7*

 Form of Landmark Bancorp, Inc. 2015 Stock Incentive Plan Restricted Stock Unit Award Agreement

 4.7 to the registrant's Form S-8 filed with the SEC on May 16, 2016 (SEC file no. 333-211399)

 10.8

 Business Loan Agreement, Promissory Note and Commercial Pledge Agreement, dated November 1, 2021, between Landmark Bancorp, Inc. and First National Bank of Omaha

 10.1 to the registrant's Form 10-Q filed with the SEC on November 12, 2021 (SEC file no. 000-33203)

 10.9

 Change in Terms Agreement and Promissory Note, dated November 03, 2023, between Landmark Bancorp, Inc. and First National Bank of Omaha

 10.1 to the registrant's Form 10-Q filed with the SEC on November 13, 2023 (SEC file no. 000-33203)

 10.10*

 Employment Agreement between the Company, the Bank and Abigail M Wendel, dated as of March 1, 2024

 10.1 to the registrant's Form 8-K filed with the SEC on March 4, 2024 (SEC file no. 000-33203)

 10.11*

 Addendum to Employment Agreement by and between the Company, the Bank and Michael E. Scheopner, dated as of March 1, 2024

 10.2 to the registrant's Form 8-K filed with the SEC on March 4, 2024 (SEC file no. 000-33203)

 13.1

 Letter to Stockholders and Corporate Information included in 2023 Annual Report to Stockholders

 X

 21.1

 Subsidiaries of the Company

 X

 23.1

 Consent of Crowe LLP

 X

 31.1

 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)

 X

 31.2

 Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)

 X

 32.1

 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 X

 32.2

 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 X

 Interactive
 and 2022; (ii) Consolidated Statements of Earnings for the twelve months ended December 31, 2023, 2022 and 2021; (iii) Consolidated
 Statements of Comprehensive Income for the twelve months ended December 31, 2023, 2022 and 2021; (iv) Consolidated Statements of
 Stockholders' Equity for the twelve months ended December 31, 2023, 2022 and 2021; (v) Consolidated Statements of Cash Flows
 for the twelve months ended December 31, 2023, 2022 and 2021; and (vi) Notes to Consolidated Financial Statements

 X

 Cover

 X

 *Indicates
management contract or compensatory plan or arrangement.

 Upon
written request to the President of the Company, P.O. Box 308, Manhattan, Kansas 66505-0308, copies of the exhibits listed above are
available to stockholders of the Company by specifically identifying each exhibit desired in the request. The Company's filings
with the SEC are also available free of charge via the Internet at www.sec.gov, the Company's website at www.landmarkbancorpinc.com
or through the investor relations link at the Bank's website at www.banklandmark.com.

 ITEM 16. FORM 10-K SUMMARY

 None

 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.

BANCORP, INC.

 (Registrant)

 By:

 /s/ Michael E. Scheopner

 By:

 /s/ Mark A. Herpich

 March

 Michael E. Scheopner

 Mark A. Herpich

 date

 President and Chief Executive Officer

 Vice President, Secretary, Treasurer and Chief Financial Officer

 (Principal Executive Officer)

 (Principal Financial and Accounting 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

 /s/
 Michael E. Scheopner

 March

 President,
 Chief Executive Officer and Director (Principal Executive Officer)

 Michael
 E. Scheopner

 Date

 /s/
 Patrick L. Alexander

 March

 Chairman
 of the Board, Director

 Patrick
 L. Alexander

 Date

 /s/
 Mark A. Herpich

 March

 Vice
President, Secretary, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)

 Mark
 A. Herpich

 Date

 /s/
 Richard A. Ball

 March

 Richard
 A. Ball

 Date

 /s/
 Sarah Hill-Nelson

 March

 Sarah
 Hill-Nelson

 Date

 /s/ Angela S. Hurt

 March 27, 2024

 Angela S Hurt

 Date

 /s/ Mark J. Kohlrus

 March 27, 2024

 Mark J. Kohlrus

 Date

 /s/
 Jim W. Lewis

 March

 Jim
 W. Lewis

 Date

 /s/
 Sandra J. Moll

 March

 Sandra
 J. Moll

 Date

 /s/
 Wayne R. Sloan

 March

 Wayne
 R. Sloan

 Date

 /s/
 David H. Snapp

 March

 David
 H. Snapp

 Date

 /s/
 Angelia K Stanland

 March

 Angelia
K Stanland

 Date