What the changes say
- Added focus on technological disruption, generative AI risks, and digital asset disintermediation.
- Labor costs and retention risks expanded for remote work.
- Voting trust ownership stake updated to 54.8%.
What changed since the prior 10-K
New
- NewTECHNOLOGY AND CYBERSECURITY RISKS
The widespread adoption of new technologies, including digital assets and payment systems, could require us in the future to make substantial expenditures to modify or adapt our existing products and services as we grow and develop new products to satisfy our customers’ expectations and comply with regulatory guidance
Adoption of new technologies and generative artificial intelligence could increase compliance, security, and fraud risks, or cause service interruptions.
- NewRISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK
Recruiting and compensation costs may increase as a result of changes in the marketplace, which may increase costs and adversely impact the Company
Increased remote-work opportunities and competition for skilled personnel may raise recruiting and compensation costs.
- NewRISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK
deposits as a source of funds could have a material adverse effect on our business, financial condition and results of operations
Growth of digital assets and alternative providers could disintermediate traditional banking, causing deposit and fee income losses.
Dropped
- DroppedLEGAL AND REGULATORY COMPLIANCE RISKS
financial laws and regulations, including CFPB regulations. See "Supervision and Regulation—Supervision and Regulation of the Bank—Consumer Financial Services" for additional information
- DroppedRISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK
The Voting Trust could sell its interest in us to a third-party in a private transaction, which may not lead to your realization of any change of control premium on shares of our common stock and would subject us to the influence of a presently unknown third-party
- DroppedRISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK
We are classified as a "controlled company" for purposes of the Nasdaq Listing Rules and, as a result, we qualify for certain exemptions from certain corporate governance requirements. You may not have the same protections afforded to stockholders of companies that are subject to such requirements
- DroppedRISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK
These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire
Reworded
- 100% rewritten
Our principal stockholder, Heartland Bancorp, Inc. Voting Trust U/A/D 5/4/2016, has significant influence over us, and its interests could conflict with those of our other stockholders
Swapped detailed Voting Trust percentage and control description for an external economic risk header.
- 100% rewrittenRISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK
Our principal stockholder, Heartland Bancorp, Inc. Voting Trust U/A/D 5/4/2016, has significant influence over us, and its interests could conflict with those of our other stockholders
Updated the Voting Trust ownership percentage to 54.8% as of December 31, 2025.
Was: Our principal stockholder, Heartland Bancorp, Inc. Voting Trust U/A/D 5/4/2016, has significant influence over us, and its interests could conflict with those of our other stockholders
- 69% rewrittenRISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK
Anti-takeover provisions in our charter documents and Delaware law, and the banking laws and regulations to which we are subject, might discourage or delay acquisition attempts for us that you might consider favorable
Retained anti-takeover provisions and charter restrictions language regarding Delaware and banking laws.
- 64% rewrittenTECHNOLOGY AND CYBERSECURITY RISKS
We continually encounter technological change and may have fewer resources than many of our larger competitors to continue to invest in technological improvements
Maintained risk regarding technological change and competitive resource constraints.
- 56% rewrittenRISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK
Failure to attract and retain qualified employees could negatively impact our business, results of operations and financial condition
Retained risk regarding employee attraction and retention challenges against fintech competitors.
- 55% rewrittenLEGAL AND REGULATORY COMPLIANCE RISKS
Future consumer legislation or regulation could harm our performance and competitive position
Removed FDIC supervisory enforcement sentence regarding CFPB compliance rules.
- 42% rewrittenLEGAL AND REGULATORY COMPLIANCE RISKS
Laws impacting cannabis-related businesses may have an impact on the Company’s operations and risk profile
Added reference to Executive Order 14370 regarding medical marijuana and potential rescheduling to Schedule III.
- 36% rewritten
The monetary policies and regulations of the Federal Reserve have a significant effect on the operating results of commercial banks. The effects of such policies upon our business, financial condition and results of operations cannot be predicted
Retained Federal Reserve monetary policy and FOMC interest rate impact disclosures.
- 34% rewrittenLEGAL AND REGULATORY COMPLIANCE RISKS
Legal, regulatory and policy changes may directly affect financial institutions and the global economy
- 32% rewrittenRISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK
Our future growth and success will depend on our ability to compete effectively in a highly competitive environment
All 51 risk factors
Headings as the filing states them, in filing order.
Other
- 01Borrowers or counterparties may be unable or unwilling to repay their obligations to us in accordance with the underlying contractual terms which could lead to unexpected losses
- 02Our business is highly dependent upon secure and uninterrupted information technology systems. A disruption or breach to these systems may have a material adverse impact on our business
- 03Our principal stockholder, Heartland Bancorp, Inc. Voting Trust U/A/D 5/4/2016, has significant influence over us, and its interests could conflict with those of our other stockholders100% rewritten
- 04We may not be able to adequately measure and limit our credit risk, which could lead to unexpected losses
- 05The small to mid-sized businesses to which we lend may have fewer resources to weather adverse business developments, which may impair a borrower’s ability to repay a loan, and such impairment could adversely affect our results of operations and financial condition
- 06We depend on the accuracy and completeness of information about customers and counterparties
- 07The appraisals and other valuation techniques we use in evaluating and monitoring loans secured by real property, foreclosed real estate and other repossessed assets may not accurately describe the fair value of the asset
- 08We are subject to environmental liability risk associated with lending activities
- 09The majority of our loan portfolio consists of commercial and commercial real estate loans, which may have a higher degree of risk than some other types of loans
- 10Real estate construction loans are based upon estimates of costs and values associated with the complete project. These estimates may be inaccurate, and we may be exposed to significant losses on loans for these projects
- 11We provide loans and services to the agriculture industry and the health of this industry is impacted by factors outside our control and the control of our customers
- 12Fluctuations in interest rates may reduce net interest income and otherwise negatively impact our financial condition and results of operations
- 13The value of the financial instruments we own may decline in the future
- 14The monetary policies and regulations of the Federal Reserve have a significant effect on the operating results of commercial banks. The effects of such policies upon our business, financial condition and results of operations cannot be predicted36% rewritten
- 15Liquidity risks could affect operations and jeopardize our business, financial condition and results of operations
- 16We may need to raise additional capital in the future, and such capital may not be available when needed or at all
- 17We may be adversely affected by changes in the actual or perceived soundness or condition of other financial institutions
- 18Loss of customer deposits could increase our funding costs
TECHNOLOGY AND CYBERSECURITY RISKS
- 19The 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 or results of operations
- 20We 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
- 21Our use of third-party vendors and our other ongoing third-party business relationships is subject to increasing regulatory requirements and attention
- 22We continually encounter technological change and may have fewer resources than many of our larger competitors to continue to invest in technological improvements64% rewritten
- 23The widespread adoption of new technologies, including digital assets and payment systems, could require us in the future to make substantial expenditures to modify or adapt our existing products and services as we grow and develop new products to satisfy our customers’ expectations and comply with regulatory guidanceNew
LEGAL AND REGULATORY COMPLIANCE RISKS
- 24The banking industry is highly regulated, and the regulatory framework, together with any future legislative or regulatory changes, may have a significant adverse effect on our business, financial condition, results of operations and future prospects
- 25Legal, regulatory and policy changes may directly affect financial institutions and the global economy34% rewritten
- 26Federal and state regulators periodically examine our business, and we may be required to remediate adverse examination findings
- 27We are subject to capital adequacy requirements and may be subject to more stringent capital requirements and, if we fail to meet these requirements, we will be subject to restrictions on our ability to make capital distributions and other restrictions
- 28The Federal Reserve may require us to commit capital resources to support the Bank
- 29Our risk management framework may not be effective in mitigating risks and/or losses to us
- 30Future consumer legislation or regulation could harm our performance and competitive position55% rewritten
- 31We are subject to numerous laws and regulations designed to protect consumers, including the Community Reinvestment Act and fair lending laws, and failure to comply with these laws could lead to a wide variety of sanctions
- 32The expanding body of federal, state and local regulations and/or the licensing of loan servicing, collections or other aspects of our business and our sales of loans to third parties may increase the cost of compliance and the risks of noncompliance and subject us to litigation
- 33Laws impacting cannabis-related businesses may have an impact on the Company’s operations and risk profile42% rewritten
- 34Non-compliance with the USA PATRIOT Act, the Bank Secrecy Act, or other laws and regulations could result in fines or sanctions
- 35Regulation in the areas of privacy and data security could increase our costs
- 36Litigation and regulatory actions, including possible enforcement actions, could subject us to significant fines, penalties, judgments or other requirements resulting in increased expenses or restrictions on our business activities
- 37The preparation of our consolidated financial statements requires us to make estimates and judgments, which are subject to an inherent degree of uncertainty and which may differ from actual results
RISKS RELATED TO OUR BUSINESS STRATEGY
- 38We may not be able to continue growing our business, particularly if we cannot make acquisitions or increase loans through organic loan growth, either because of an inability to find suitable acquisition candidates, constrained capital resources or otherwise
- 39Our strategy of pursuing growth via acquisitions exposes us to financial, execution and operational risks that could have a material adverse effect on our business, financial position, results of operations and growth prospects
RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK
- 40Our principal stockholder, Heartland Bancorp, Inc. Voting Trust U/A/D 5/4/2016, has significant influence over us, and its interests could conflict with those of our other stockholders100% rewritten
- 41Our ability to continue to pay dividends to our stockholders is restricted by applicable laws and regulations and by the ability of our subsidiaries to pay dividends to us
- 42Future sales of our common stock, or the perception in the public markets that these sales may occur, may depress our stock price
- 43Anti-takeover provisions in our charter documents and Delaware law, and the banking laws and regulations to which we are subject, might discourage or delay acquisition attempts for us that you might consider favorable69% rewritten
- 44Adverse changes in local economic conditions and adverse conditions in an industry on which a local market in which we do business depends could hurt our business in a material way
- 45Elevated levels of inflation could adversely impact our business and results of operations
- 46Failure to attract and retain qualified employees could negatively impact our business, results of operations and financial condition56% rewritten
- 47Recruiting and compensation costs may increase as a result of changes in the marketplace, which may increase costs and adversely impact the CompanyNew
- 48Climate change could have a material negative impact on the Company and our customers
- 49Our future growth and success will depend on our ability to compete effectively in a highly competitive environment32% rewritten
- 50deposits as a source of funds could have a material adverse effect on our business, financial condition and results of operationsNew
- 51Our ability to maintain our reputation is critical to the success of our business, and the failure to do so may materially adversely affect our business and the value of our stock
Other HBT Financial 10-Ks
- FY2024 10-K risk factors52 risks
Heartland Bancorp Voting Trust controls 54.5% of common stock, creating potential conflicts of interest for other shareholders. Operations are heavily exposed to economic and agricultural conditions in Illinois and Iowa. Extensive federal and state banking regulations impose strict compliance and capital adequacy requirements.
Filed Mar 07, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.