Business Context and Reporting Period
Company: Richmond Mutual Bancorporation, Inc. (RMBI)
Filing Type: Form 8-K (Current Report)
Date of Report: May 27, 2025
Event Date: May 22, 2025
Context: The filing discloses the execution of change-in-control agreements with two key executives: Paul Witte (President and COO of the subsidiary First Bank Richmond) and Bradley Glover (CFO of both the Company and the Bank).
Financial Metrics
This filing does not contain financial performance data. There are no reported values for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
The material change reported is the establishment of new compensatory arrangements for senior officers effective May 22, 2025. These agreements define severance benefits triggered by a change in control followed by termination without "cause" or for "good reason."
Guidance, Outlook, and Management Commentary
Agreement Terms:
- Duration: Initial term expires December 31, 2026. Automatically extends annually for one year unless non-renewal notice is given 30 days prior.
- Extension Clause: If a change in control occurs with less than one year remaining in the term, the agreement extends through the one-year anniversary of the transaction completion.
- Severance Benefits (upon qualifying termination):
- Lump-sum cash payment equal to 2x the executive's base amount.
- Continued insurance coverage for up to 24 months at no cost to the executive.
- Lump-sum cash payment for projected insurance costs if coverage is unavailable or triggers excise taxes.
- Conditions: Benefits are contingent upon signing a general release of claims. Payments are subject to "golden parachute" reduction rules under Section 280G of the Internal Revenue Code to ensure deductibility.
Key Facts for Investor Verification
- Verify the specific "base amount" definitions for Paul Witte and Bradley Glover in the attached Exhibits 10.1 and 10.2 to calculate potential severance liabilities.
- Confirm the definitions of "cause" and "good reason" within the agreements to understand the scope of termination triggers.
- Review the full text of the Change in Control Agreements (Exhibits 10.1 and 10.2) for any additional clauses not summarized in the 8-K.
- Monitor for any future filings regarding a change in control event that would activate these agreements.