Hoyne Bancorp, Inc.
For the period ended Mar 31, 2026. Filed May 12, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 12, 2026
Contents
Item 4. Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide assurance that the information required to be disclosed in the reports files or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Commission. An evaluation of the effectiveness of our disclosure controls and procedures at the end of the period covered by this report was carried out under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer. Based on such evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of such period.
Previously Reported Material Weakness in Internal Control Over Financial Reporting
As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), in connection with the preparation of the Company’s audited financial statements for the fiscal year ended December 31, 2025, a deficiency in internal control over financial reporting relating to the Company’s deferred tax asset (the “DTA”) was identified. Specifically, the DTA balances for the merged entities as a result of the reorganization and conversion were incorrectly written off to retained earnings rather than transferring these balances to the newly formed holding company. Accordingly, the initial deferred tax calculation at December 31, 2025 being used was incorrect. The discrepancy was identified in preparation of the Company's tax returns in early 2026 and in connection with the preparation of its 2025 yearend audit.
Also, in connection with the preparation of the Company's audited financial statements for the year ended December 31, 2025, it was determined that the expense related to the contribution of the shares of the Company's common stock and cash that were contributed to the Foundation was not recorded on a timely basis to Hoyne Bancorp, Inc. The delay was caused by outside parties not confirming the dollar amounts of the common stock donated and the actual date of the cash contribution. Once the confirmations were received, entries were made and the expense allocated to Hoyne Bancorp, Inc.
As a result of these deficiencies, a material weakness in internal control over financial reporting existed, and the Company's management concluded that the Company did not maintain effective internal control over financial reporting, at December 31, 2025.
Remediation of the Material Weakness
As previously disclosed, the Company's management believes that the material weakness identified above is the result of deficiencies related to certain one-time events and the specific accounting treatment of these items in connection with the Company's stock offering and conversion in 2025. During the quarter ended March 31, 2026, management undertook steps to enhance its financial reporting controls and procedures, and continues to seek to enhance its financial and accounting expertise, supplemented by additional resources as needed. As a result, the Company believes that the material weakness identified and described above had been remediated as of the date of the filing of the Annual Report.
Except as described above, there were no changes in our internal control over financial reporting during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.