Landmark Bancorp : Insider Trading Policy
LARK
Landmark Bancorp, Inc.
Insider Trading Policy
This Insider Trading Policy (this "Policy") sets forth certain mandatory restrictions and provides certain additional guidelines to employees, officers, and directors of, and contractors and consultants to, Landmark Bancorp, Inc. and its subsidiaries, including Landmark National Bank (collectively, the "Company") with respect to transactions in the Company's securities, and, in certain circumstances, securities of other companies.
Federal and state securities laws provide severe penalties for both individuals and companies for trading in securities based upon Material Nonpublic Information (as defined in Section VI).
Company has provided, or will provide, separate memoranda and other appropriate materials to its directors and officers regarding Section 16.
IV. Mandatory Restrictions
securities of another company, including any offer to purchase or offer to sell, during any period commencing with the date that he or she possesses Material Nonpublic Information concerning the Company or such other company, and ending at the close of business on the second Trading Day following the date of public disclosure of that information, or at such time as such Material Nonpublic Information is no longer material, unless such transfer is made pursuant to an approved 10b5-1 Trading Plan (described in Section VII(b)). As used herein, the term "Trading Day" shall mean a day on which national stock exchanges are open for trading.
Accordingly, to ensure compliance with this Policy and applicable federal and state securities laws, all directors and officers and other employees who have access to the Company's internal financial statements or other Material Nonpublic Information shall refrain from conducting transactions involving the purchase or sale of the Company's securities during the period beginning at the close of business on the 15th of the last month of each fiscal quarter and ending at the close of business on the second Trading Day following the date of public disclosure of the financial results for each fiscal quarter (the "Black-outPeriod"). The purpose behind the Black-out Period is to establish a diligent effort to avoid any improper transaction or any transaction that has the appearance of impropriety.
From time to time, the Company also may recommend that directors, officers, selected employees and others suspend trading because of developments known to the Company and not yet disclosed to the public. In such event, such persons are advised not to engage in any transaction involving the purchase or sale of the Company's securities during such period and should not disclose to others the fact of such suspension of trading.
It should be noted, however, that even outside the Black-out Period, any person possessing Material Nonpublic Information concerning the Company should not engage in any transactions in the Company's securities until such information has been known publicly for at least two Trading Days, whether or not the Company has recommended a suspension of trading to that person. Assuming the absence of Material Nonpublic Information, trading in the Company's securities outside of the Black-out Period should not be considered a "safe harbor," and all directors, officers and other persons should use good judgment at all times.
Each year the board of directors of the Company will identify the Section 16 reporting insiders and notify them of their status as such. These individuals will be required to comply with Section 16 of the Exchange Act, and the Company will inform them of these obligations.
VI.
Definition of Material Nonpublic Information
It is not possible to define all categories of "material" information. Information should be regarded as material, however, if there is a reasonable likelihood that it would be considered important to a reasonable investor in making an investment decision regarding the purchase or sale of the Company's securities or, if applicable, the securities of another company.
While it may be difficult under this standard to determine whether particular information is material, there are various categories of information that are particularly sensitive and, as a general rule, should always be considered material. Examples of such information may include, but is not limited to:
Either positive or negative information may be material. Nonpublic information is information that has not been previously disclosed to the general public and is otherwise not available to the general public.
VII. Certain Exemptions from the Policy
Disclaimer
Landmark Bancorp Inc. published this content on April 24, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 24, 2025 at 18:25 UTC.