false
0001141688
0001141688
2026-02-23
2026-02-23
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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) February 23, 2026
Landmark
Bancorp, Inc.
(Exact
name of registrant as specified in its charter)
Commission
File Number: 000-33203
| Delaware |
|
43-1930755 |
(State
or other jurisdiction
of
incorporation) |
|
(I.R.S.
Employer
Identification
Number) |
701
Poyntz
Manhattan,
Kansas 66502
(Address
of principal executive offices, including zip code)
(785)
565-2000
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2 below):
| ☐ |
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 |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, $0.01 Par
Value |
|
LARK |
|
The Nasdaq Global Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. |
The
Audit Committee (the “Audit Committee”) of the Board of Directors of Landmark Bancorp, Inc. (the “Company”)
conducted a competitive process to select the audit firm to serve as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2026. Following that process, on February 23, 2026, Forvis Mazars, LLP (“Forvis Mazars”)
was selected to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026
beginning with a review of the Company’s quarterly consolidated financial statements for the first quarter of the 2026 fiscal year,
subject to completion of Forvis Mazars standard client acceptance procedures. On February 24, 2026, the Company notified Crowe LLP (“Crowe”)
of its dismissal as the Company’s independent registered public accounting firm, effective upon completion by Crowe of the Company’s
2025 audits. The decision to change the Company’s independent registered public accounting firm was approved by the Audit Committee.
Crowe’s
audit reports on the Company’s consolidated financial statements for the two most recently completed fiscal years did not contain
an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During
the years ended December 31, 2025 and 2024, and during the subsequent interim period through the date of this Current Report on Form
8-K, there were no (a) “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities
Exchange Act of 1934, as amended (“Regulation S-K”)) with Crowe on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements if not resolved to Crowe’s satisfaction, would have caused
Crowe to make reference to the subject matter thereof in connections with its reports for such periods; or (b) “reportable events”
(as defined in Item 304(a)(1)(v) of Regulation S-K).
In
accordance with Item 304(a)(3) of Regulation S-K, the Company provided Crowe with a copy of the disclosures it is making in this Current
Report on Form 8-K and requested from Crowe a letter addressed to the Securities and Exchange Commission indicating whether it agrees
or disagrees with such disclosures. A copy of Crowe’s letter dated February 27, 2026 is attached as Exhibit 16.1 hereto.
Prior
to retaining Forvis Mazars, neither the Company nor anyone acting on its behalf consulted with Forvis Mazars with respect to: (i) the
application of accounting principles to a specified transaction, either contemplated or proposed, (ii) the type of audit opinion that
might be rendered on the Company’s financial statements, (iii) any written report or oral advice provided to the Company that Forvis
Mazars concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial
reporting issue, or (iv) any matter that was either the subject of a “disagreement” or a “reportable event” (as
those terms are defined in Item 304(a)(1)(iv) and (v) of Regulation S-K respectively).
| Item 9.01. |
Financial Statements and Exhibits. |
| |
16.1 |
Letter of Crowe LLP dated February 27, 2026 |
| |
104 |
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
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.
| |
LANDMARK BANCORP, INC |
| |
|
|
| Dated: February 27, 2026 |
By: |
/s/ Mark
A. Herpich |
| |
|
Mark A. Herpich |
| |
|
Chief Financial Officer |
