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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) October 21, 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
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
Executive Officer Compensation.
On
October 21, 2026, the Board of Directors (the “Board”) of Landmark Bancorp, Inc. (the “Company”) approved the
Landmark Bancorp, Inc. Management Incentive Program (the “Program”), upon the recommendation of the Compensation Committee
of the Board (the “Committee”). Participants in the Program include executive officers and other key members of management
of the Company and its wholly-owned subsidiary, Landmark National Bank (the “Bank”), including Abigail M. Wendel, President
and Chief Executive Officer, and Mark A. Herpich, Chief Financial Officer, who are the Company’s principal executive officer and
principal financial officer, respectively. The full terms of the Plan are set forth in Exhibit 10.1 filed herewith and incorporated herein
by reference.
The
Program, which is administered by the Committee, consists of an annual cash incentive program (the “AIP”) and a long-term
equity incentive program (the “LTIP”). The Committee designates participants and, for each Program year, assigns each participant
a target AIP opportunity and an LTIP opportunity, each expressed as a percentage of base salary.
Under
the AIP portion of the Program, participants are eligible to earn an annual cash award based on performance against performance measures,
weightings and threshold, target and stretch goals established by the Committee. Performance at the threshold, target and stretch levels
earns 50%, 100% and 150%, respectively, of the weighted portion of the participant’s target AIP opportunity, with straight-line
interpolation between levels, no payout for performance below threshold, and a maximum payout of 150% of target. The Committee may adjust
results to reflect extraordinary, unusual, non-recurring or unforeseen events. Earned AIP awards are paid in cash following the Committee’s
certification of results, and in any event in the year following the performance period. Participants generally must remain employed
through the payment date, subject to prorated or full payment in the event of death, disability or qualifying retirement.
Under
the LTIP portion of the Program, participants are eligible to receive equity awards under the Landmark Bancorp, Inc. 2024 Stock Incentive
Plan, generally consisting of 50% of time-based restricted stock awards and 50% of performance-contingent grants of time-based restricted
stock awards. The awards are generally granted following the Committee’s certification of AIP results for the applicable year,
and the number of performance stock awards granted ranges from 0% to 150% of target based on the participant’s AIP achievement
for that year. Once granted, the awards generally vest in equal annual installments over three years, subject to continued service and
the terms of the 2024 Stock Incentive Plan and the applicable award agreement.
For
2026, Ms. Wendel’s target AIP opportunity is 35% of her base salary and her LTIP opportunity is 25% of her base salary, and Mr.
Herpich’s target AIP opportunity is 25% of his base salary and his LTIP opportunity is 20% of his base salary.
The
Board may amend, suspend or terminate the Program at any time.
The
foregoing description of the Program does not purport to be complete and is qualified in its entirety by reference to the full text of
the Program set forth in Exhibit 10.1 filed herewith and incorporated herein by reference.
| Item
9.01. |
Financial
Statements and Exhibits. |
| |
10.1 |
|
Landmark Bancorp, Inc. Management Incentive Program |
| |
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:
October 26, 2026 |
By: |
/s/
Mark A. Herpich |
| |
|
Mark
A. Herpich |
| |
|
Chief
Financial Officer |
