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REPUBLIC BANCORP INC KY

For the period ended Dec 31, 2023. Filed Mar 14, 2024.

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FY2023 · Filed Mar 14, 2024

RBCAA$91.88+1.1%Stored close · as of Nov 9, 2026

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Contents

Item 9A. Controls and Procedures

(a)Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, an evaluation was carried out by Republic Bancorp, Inc.’s management, with the participation of the Company’s Executive Chair/Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were effective as of December 31, 2023.

(b)Management’s Report on our Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f)promulgated under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. There are inherent limitations in the effectiveness of internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal control can provide only reasonable assurance with respect to reliability of financial statements.

Under the supervision and with the participation of our management, including our Executive Chair/Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission (“2013 Framework”). Based on our evaluation under the COSO 2013 Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.

Crowe LLP, an independent registered public accounting firm, has audited the 2023 Consolidated Financial Statements included in this Annual Report on Form 10-K and, as part of its audit, has issued an attestation report, included in Item 8. Financial Statement and Supplemental Data, on the effectiveness of our internal control over financial reporting.

(c)Changes in Internal Control over Financial Reporting

Except with respect to our remediation actions described below, the Company did not materially change its internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act during the quarter ended December 31, 2023, and made no changes that it believes are reasonably likely to materially affect, its internal control over financial reporting.

Remediation of Material Weaknesses

As previously disclosed in Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, the Company determined that material weaknesses existed as of December 31, 2022 in the Company’s internal control over financial reporting. The material weaknesses that management identified were the following:

1)the Company did not maintain effective controls over the initial implementation of new products offered through third parties within RPG. Specifically, management identified that an RCS product’s contractual terms were not sufficiently communicated internally, and the controls were not designed to identify and test all relevant transactional data posting to the Company’s financial statements for the product;
2)the Company did not maintain effective controls over the information and communication as it relates to the reconciliation function. Specifically, the controls were not precisely designed to identify, communicate, resolve, and timely escalate reconciliation issues to the appropriate levels within the organization; and
3)the Company did not design and maintain effective controls over the financial analysis of RCS products’ yields. Specifically, the Company reviewed the weighted average yield of all RCS products on a segment basis rather than an individual product basis.

The material weaknesses identified above resulted in the correction of an error through a voluntary immaterial revision of revenue and net income during 2021 and the first three quarters of 2022. This understatement could have become material to the Company if it had remained undetected. The Company corrected this error as a voluntary immaterial revision to its financial statements as of and for the fiscal years ended December 31, 2022 and 2021 and in the periods in which the error occurred.

Remediation Plan and Status

Throughout the 2023 calendar year, the Company implemented remediation measures with respect to these material weaknesses. During the fourth quarter of 2023, management concluded that Material Weakness 2 and Material Weakness 3 noted above were remediated. A material weakness will not be considered fully remediated until the enhanced controls related to that material weakness are fully implemented and operate for a sufficient period and management has concluded that these controls are operating effectively.

To remediate these material weaknesses, the Company implemented the following measures as it relates to each:

Material Weakness 1: the Company did not maintain effective controls over the initial implementation of new products offered through third parties within RPG. Specifically, management identified that an RCS product’s contractual terms were not sufficiently communicated internally, and the controls were not designed to identify and test all relevant transactional data posting to the Company’s financial statements for the product.

●The Company did not pilot any new material third-party products within the RPG group during 2023, and as such, management was unable to test its enhanced policies and procedures for new product implementation. Although the controls related to new RPG products have not been tested for remediation, management assessed, as of December 31, 2023, the severity of the deficiencies related to new RPG products and the maximum potential impact to the Company’s consolidated financial statements. Based on this assessment, management concluded that no material weakness existed as of December 31, 2023 related to new RPG products.

Material Weakness 2:** **the Company did not maintain effective controls over the information and communication as it relates to the reconciliation function. Specifically, the controls were not precisely designed to identify, communicate, resolve, and timely escalate reconciliation issues to the appropriate levels within the organization.

●The Company designated a new accounting position specific to the RPG operations that will report up directly to the Chief Financial Officer of the Company and not to the RPG business unit. This position has day-to-day responsibilities overseeing the financial reporting of the RPG segment.
●The Company engaged an outside technology company to assist it in automating internal reconciliations, which will allow the Company’s personnel to more quickly identify and resolve reconciliation issues.
●The Company enhanced its training, policies, and procedures to provide better guidance to reconciliation personnel for escalation requirements of reconciliation items as well as enhanced internal policies and controls for escalating and resolving reconciliation issues.

The Company’s remediation steps outlined above strengthened its internal control over financial reporting. During the fourth quarter of 2023, the Company successfully tested its enhanced internal policies and controls regarding the reconciliation function. As a result, management concluded that it had remediated Material Weakness 2 as of December 31, 2023.

Material Weakness 3:** **the Company did not design and maintain effective controls over the financial analysis of RCS products’ yields. Specifically, the Company reviewed the weighted average yield of all RCS products on a segment basis rather than an individual product basis.

●During the first quarter of 2023, management enhanced its internal monthly financial reporting to provide a more detailed yield analysis at the product level for the performance of each RCS product. The Company’s testing of this monthly review control documented that it was operating effectively during October, November, and December of 2023.

The Company’s remediation steps outlined above strengthened its internal control over financial reporting. As a result, management concluded that it had remediated Material Weakness 3 as of December 31, 2023.

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