[8-K] Eagle Bancorp Montana, Inc Reports Material Event

Rhea-AI Filing Summary

Item 4.01 – Change of Auditor. On 07/24/2025 Eagle Bancorp Montana (EBMT) approved the Audit Committee’s recommendation to engage Plante & Moran, PLLC as independent registered public accounting firm for the fiscal year ending 12/31/2026, subject to normal acceptance procedures and an executed engagement letter. This will take effect after Baker Tilly US, LLP (successor to Moss Adams) issues its FY-2025 audit report and ICFR opinion, at which point Baker Tilly will be dismissed.

The company reports no disagreements with either Moss Adams or Baker Tilly regarding accounting principles, disclosures, or audit scope. Nevertheless, Moss Adams’ ICFR report as of 12/31/2024 contained an adverse opinion owing to a material weakness in the precision of controls over classifying short- vs. long-term borrowings in the cash-flow statement; this weakness remains unremediated.

EBMT has provided Baker Tilly with this Form 8-K and requested the customary SEC letter (Exhibit 16.1) confirming agreement with the disclosures. No other financial data were presented.

Positive

• No disagreements with outgoing auditors on accounting matters, limiting restatement risk
• Audit Committee conducted a competitive RFP and selected a nationally recognized firm, Plante Moran

Negative

• Adverse ICFR opinion for FY-2024 due to an unremediated material weakness
• Second auditor change in two years may disrupt continuity and raise governance concerns

Insights

Financial Analyst

TL;DR: Second auditor switch in 2 years; control weakness persists—neutral-to-slightly negative governance signal, but no disagreement on accounting.

The rapid succession from Moss Adams to Baker Tilly and now to Plante Moran suggests the Board is seeking optimal audit quality, yet frequent turnover can disrupt institutional knowledge and increase transition risk. Importantly, management confirms there were no accounting disputes, limiting fear of aggressive reporting. The unremediated material weakness in ICFR, already flagged with an adverse 2024 opinion, remains the bigger concern; until it is fixed, investors may apply a modest risk premium. Overall impact appears modestly negative but not materially value-changing unless the weakness lingers into 2026.

Corporate Governance Expert

TL;DR: Ongoing ICFR weakness and back-to-back auditor changes raise oversight and continuity questions—governance impact negative.

Best practice favors multi-year auditor continuity; two changes within 18 months can hinder audit efficiency and heighten control-environment uncertainty. While the competitive RFP and absence of disputes are positives, the Board’s decision to dismiss Baker Tilly before it completes a single annual cycle may signal deeper performance or cost concerns not disclosed. Persistent material weakness further underscores governance gaps. Until remediation is demonstrated and the new firm establishes baseline procedures, stakeholders should monitor audit committee effectiveness.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2025

Eagle Bancorp Montana, Inc.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)		1-34682 (Commission File Number)		27-1449820 (IRS Employer Identification No.)
1400 Prospect Ave.  Helena, MT 59601 (Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (406) 442-3080

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the reporting obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.          ☐

Item 4.01         Changes in Registrant’s Certifying Accountant

As previously reported, on June 3, 2025, Eagle Bancorp Montana, Inc.'s (the “Company”) prior independent registered public accounting firm, Moss Adams LLP ("Moss Adams") merged with Baker Tilly US, LLP. The combined audit practices operate as Baker Tilly US, LLP (“Baker Tilly”). In connection with the notification of the merger, Moss Adams resigned as the auditors of the Company and the Audit Committee of the Company’s Board of Directors approved the appointment of Baker Tilly, as the successor to Moss Adams, as the Company’s independent registered public accounting firm.

Prior to the merger of Moss Adams and Baker Tilly, as a matter of good corporate governance, the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of the Company had commenced a comprehensive process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and issued a Request for Proposal (“RFP”) to several qualified accounting firms, including Moss Adams. As a result of this process, following the review and evaluation of proposals from participating firms, on July 24, 2025, the Board approved the recommendation of the Audit Committee to appoint Plante & Moran, PLLC (“Plante Moran”) as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2026, subject to completion by Plante Moran of its standard client acceptance procedures and execution of an engagement letter, and the dismissal of Baker Tilly. The dismissal of Baker Tilly and the appointment of Plante Moran will become effective upon the issuance by Baker Tilly of its report on the Company’s consolidated financial statements as of and for the fiscal year ending December 31, 2025 and the effectiveness of internal control over financial reporting as of December 31, 2025 for inclusion in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025.

Prior to deciding to engage Plante Moran, the Company did not consult with Plante Moran (1) regarding the application of accounting principles to a specific completed or contemplated transaction, or regarding the type of audit opinions that might be rendered by Plante Moran on the Company’s financial statements, and Plante Moran did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue, (2) on any matter that would have been the subject of a disagreement, as defined by Item 304(a)(1)(iv) of Regulation S-K, or (3) on any matter that would have been a reportable event, as defined by Item 304(a)(1)(v) of Regulation S-K.

The audit reports of Moss Adams on the Company’s consolidated financial statements for the year ended December 31, 2024 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. The audit report of Moss Adams on the Company’s internal control over financial reporting as of December 31, 2024 contained an adverse opinion on the effectiveness of internal control over financial reporting due to a material weakness.

During the year ended December 31, 2024 and the subsequent interim period through July 24, 2025, there were no (a) disagreements with Moss Adams or Baker Tilly on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the independent registered public accounting firms’ satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its reports on the Company’s financial statements, or (b) reportable events requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation S-K except for the material weakness in the Company’s internal control over financial reporting as reported in Item 9A of Part II of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, related to controls that were not designed at a sufficient level of precision to ensure the proper classification of borrowings as short-term or long-term so that the borrowings from and repayments to were appropriately presented either on a net basis or a gross basis within the financing section of the statement of cash flows. The material weakness has not yet been remediated.

2

The Company provided Baker Tilly with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission and requested that Baker Tilly furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter from Baker Tilly, dated July 29, 2025, is filed as Exhibit 16.1 (which is incorporated by reference herein) to this Current Report on Form 8-K.

Item 9.01         Financial Statements and Exhibits

(d) The following exhibit is filed as part of this report:

Exhibit No.	Description
16.1	Letter from Baker Tilly US, LLP
104	Cover Page Interactive Data File (formatted as inline XBRL).

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EAGLE BANCORP MONTANA, INC.
Date: July 30, 2025	By:	/s/ Laura F. Clark
		Laura F. Clark
		President and Chief Executive Officer

4

FAQ

Why is Eagle Bancorp Montana (EBMT) changing auditors again?

After a competitive RFP, the Board chose Plante Moran to audit FY-2026, replacing Baker Tilly after it completes the FY-2025 audit.

Did EBMT have disagreements with Baker Tilly or Moss Adams?

No. The 8-K states there were no disagreements over accounting principles, disclosures, or audit scope.

What material weakness did the auditors identify?

Controls lacked sufficient precision to properly classify short- vs. long-term borrowings in the cash-flow statement; weakness remains unresolved.

When does the auditor transition become effective?

Plante Moran’s engagement starts after Baker Tilly issues its FY-2025 audit and ICFR reports.

Is there an exhibit with auditor confirmation?

Yes. Exhibit 16.1 is a Baker Tilly letter confirming agreement with the Form 8-K disclosures.