03/03/2026 | Press release | Distributed by Public on 03/03/2026 17:50
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (2) | 03/01/2026 | M | 1,239 | (2) | (2) | Common Stock | 1,239 | (2) | 4,912 | D | ||||
| Restricted Stock Units | $ 0 | 03/02/2026 | A | 745(4) | (4) | (4) | Common Stock | 745 | (4) | 5,657 | D | ||||
| Restricted Stock Units | $ 0 | 03/02/2026 | A | 2,984(5) | (5) | (5) | Common Stock | 2,984 | (5) | 8,641(6) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Manning Kathryn 500 LAUREL STREET, SUITE 101 BATON ROUGE, LA 70801 |
EVP & Chief Risk Officer | |||
| /s/ Heather Roemer, as attorney-in-fact for Kathryn Manning | 03/03/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Includes 2,470 shares of unvested restricted stock granted on February 1, 2024, which will vest on March 31, 2026. Under the terms of the relevant restricted stock grants, the reported shares of unvested restricted stock are subject to forfeiture upon the occurrence of certain events. |
| (2) | The reporting person received an award of 3,756 time-based restricted stock units on March 1, 2025, vesting in three substantially equal installments on the first, second, and third anniversary of the issuance date. |
| (3) | These shares were acquired upon the partial vesting of the previously reported time-based restricted stock units granted to the reporting person on March 1, 2025. The reporting person has irrevocably elected to defer the reported securities under the b1BANK Deferred Compensation Plan (the "Deferred Compensation Plan"). In accordance with the Deferred Compensation Plan, the reporting person will receive a lump sum cash distribution in an amount equal to the vested securities deferred under the Deferred Compensation Plan, plus any earnings or losses attributable thereto, on the first business day following the month in which the reporting person's separation of service, death, or disability occurs. |
| (4) | Reflects the grant of 745 time-based restricted stock units granted to the reporting person on March 2, 2026, of which 248 shares will vest on March 2, 2027, 248 shares will vest on March 2, 2028, and the remaining 249 shares will vest on March 2, 2029. Each time-based restricted stock unit is economically equivalent to one share of common stock of the issuer. |
| (5) | Reflects the grant of 2,984 time-based restricted stock units granted to the reporting person on March 2, 2026, of which 994 shares will vest on March 2, 2027, 994 shares will vest on March 2, 2028, and the remaining 996 shares will vest on March 2, 2029. Each time-based restricted stock unit is economically equivalent to one share of common stock of the issuer. The reporting person has irrevocably elected to defer the reported securities under the Deferred Compensation Plan. In accordance with the Deferred Compensation Plan, the reporting person will receive a lump sum cash distribution in an amount equal to the vested securities deferred under the Deferred Compensation Plan, plus any earnings or losses attributable thereto, on the first business day following the month in which the reporting person's separation of service, death, or disability occurs. |
| (6) | Includes: (a) 2,395 time-based restricted stock units granted to the reporting person on December 12, 2024, which will vest in two substantially equal installments on the second and third anniversary of the issuance date; (b) 2,517 time-based restricted stock units granted to the reporting person on March 1, 2025, which will vest in two substantially equal installments on the second and third anniversary of the issuance date; (c) 745 time-based restricted stock units granted to the reporting person on March 2, 2026, which will vest in three substantially equal installments on the first, second, and third anniversary of the issuance date; and (d) 2,984 time-based restricted stock units, which will vest in three substantially equal installments on the first, second, and third anniversary of the issuance date. |