ISABELLA BANK CORP
For the period ended Dec 31, 2025. Filed Mar 13, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 13, 2026
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Table of Contents
ISABELLA BANK CORPORATION
ANNUAL REPORT ON FORM 10-K
| PART I | 6 | |
|---|---|---|
| Item 1. | Business | 6 |
| Item 1A. | Risk Factors | 13 |
| Item 1B. | Unresolved Staff Comments | 22 |
| Item 1C. | Cybersecurity | 22 |
| Item 2. | Properties | 24 |
| Item 3. | Legal Proceedings | 24 |
| Item 4. | Mine Safety Disclosures | 24 |
| PART II | 25 | |
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 25 |
| Item 6. | [Reserved] | 26 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 27 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 42 |
| Item 8. | Financial Statements and Supplementary Data | 43 |
| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 102 |
| Item 9A. | Controls and Procedures | 102 |
| Item 9B. | Other Information | 102 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 102 |
| PART III | 103 | |
| Item 10. | Directors, Executive Officers and Corporate Governance | 103 |
| Item 11. | Executive Compensation | 103 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 103 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 103 |
| Item 14. | Principal Accountant Fees and Services | 103 |
| PART IV | 104 | |
| Item 15. | Exhibit and Financial Statement Schedules | 104 |
| SIGNATURES | 106 |
Glossary of Acronyms and Abbreviations
The acronyms and abbreviations identified below may be used throughout this Annual Report on Form 10-K or in our other SEC filings. You may find it helpful to refer back to this page while reading this report.
| ACL: Allowance for credit losses | FRB: Board of Governors of the Federal Reserve System |
|---|---|
| AFS: Available-for-sale | Freddie Mac: Federal Home Loan Mortgage Corporation |
| ALCO: Asset-Liability Committee | FTE: Fully taxable equivalent |
| ALLL: Allowance for loan and lease losses | GAAP: U.S. generally accepted accounting principles |
| AOCI: Accumulated other comprehensive income | HFI: Held-for-investment |
| ASC: FASB Accounting Standards Codification | HFS: Held-for-sale |
| ASU: FASB Accounting Standards Update | IRR: Interest rate risk |
| ATM: Automated teller machine | IT: Information Technology |
| AUM: Assets under management | N/A: Not applicable |
| BHC Act: Bank Holding Company Act of 1956 | N/M: Not meaningful |
| Board: Board of Directors of Isabella Bank Corporation | Nasdaq: Nasdaq Stock Market Index |
| BOLI: Bank-owned life insurance | NAV: Net asset value |
| CECL: Current expected credit losses | NIM: Net interest margin |
| CFPB: Consumer Financial Protection Bureau | NSF: Non-sufficient funds |
| CIK: Central Index Key | OCI: Other comprehensive income (loss) |
| DIF: Deposit Insurance Fund | OMSR: Originated mortgage servicing rights |
| DIFS: Michigan Department of Insurance and Financial Services | PCAOB: Public Company Accounting Oversight Board |
| Directors Plan: Isabella Bank Corporation and Related Companies Deferred Compensation Plan for Directors | Rabbi Trust: A trust established to fund our Directors Plan |
| Dividend Reinvestment Plan: Isabella Bank Corporation Stockholder Dividend Reinvestment Plan and Employee Stock Purchase Plan | RSP: Isabella Bank Corporation Restricted Stock Plan |
| ETR: Effective tax rate | SEC: U.S. Securities and Exchange Commission |
| Exchange Act: Securities Exchange Act of 1934, as amended | SOFR: Secured Overnight Financing Rate |
| FASB: Financial Accounting Standards Board | SOX: Sarbanes-Oxley Act of 2002 |
| FDIC: Federal Deposit Insurance Corporation | XBRL: eXtensible Business Reporting Language |
| FFIEC: Federal Financial Institutions Examinations Council | Yield Curve: U.S. Treasury Yield Curve |
| FHLB: Federal Home Loan Bank of Chicago | |
Forward-Looking Statements
This Annual Report on Form 10-K contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “likely,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “strive,” “projection,” “goal,” “target,” “aim,” “would,” “annualized” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.
There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:
uncertainty or perceived instability in the banking industry as a whole;
increased competition for deposits among traditional and nontraditional financial services companies, and related changes in deposit customer behavior;
the lingering inflationary pressures, and the risk of the resurgence of elevated levels of inflation, in the United States and our market areas, and its impact on market interest rates, the labor market, the economy as a whole, and credit quality;
risks associated with concentrations of our business in market areas, loans secured by real estate and public funds deposits as a percentage of total deposits;
adverse changes in customer demand, spending, borrowing, and savings habits;
risks associated with our commercial loan portfolio and agricultural loan portfolio;
risks related to the significant amount of credit that we have extended to a limited number of borrowers and in a limited geographic area;
damage to our reputation resulting from adverse publicity, regulatory actions, litigation, operational failures, and the failure to meet client expectations and other facts;
our ability to keep pace with technological change or difficulties we may experience when implementing new technologies;
cybersecurity risk, including cyber incidents or other failures, disruptions or breaches of our operational or security systems or infrastructure, or those of our third-party vendors or other service providers, including as a result of a cyber attack;
costs and effects of litigation, investigations or similar matters to which we may be subject;
natural disasters, severe weather, acts of god, acts of war or terrorism, domestic civil unrest, geopolitical instability, public health outbreaks (such as coronavirus), other international or domestic calamities, and other events beyond our control, including as a result of in the policies of the current U.S. presidential administration or Congress;
the impacts of tariffs, sanctions and other trade policies of the United States and its global trading counterparts and the resulting impact on the Corporation and its customers;
compliance with governmental and regulatory requirements, including the Dodd-Frank Act Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018 (“EGRRCPA”), and others relating to banking, consumer protection, securities and tax matters;
changes in accounting principles and standards, including those related to loan loss recognition under the CECL methodology;
changes in the laws, rules, regulations, interpretations or policies that apply to the Corporation’s business and operations, and any additional regulations, or repeals that may be forthcoming as a result thereof, which could cause the Corporation to incur additional costs and adversely affect the Corporation’s business environment, operations, and financial results; and
our ability to navigate the uncertain impacts of current and future governmental monetary and fiscal policies, including the current and future policies of the Board of Governors of the FRB and as a result of initiatives of the Trump administration.
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this Annual Report on Form 10-K, including the risk factors. Because of these risks and other uncertainties, our actual future results, performance or achievements, or industry results, may be materially different from the results indicated by the forward-looking statements in this Annual Report on Form 10-K. In addition, our past results of operations are not necessarily indicative of our future results. Accordingly, you should not rely on any forward-looking statements, which represent our beliefs, assumptions, and estimates only as of the dates on which such forward-looking statements were made. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by applicable law.
PART I
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