ChoiceOne Insider Trading Policy
Adoption date: June 24, 2020
Last Revision: February 22, 2024
This Insider Trading Policy describes the standards of ChoiceOne Financial Services, Inc. and its subsidiaries (the "Company") on trading, and causing the trading of, the Company's securities while in possession of material nonpublic information. This Policy is divided into two parts: the first part prohibits trading in certain circumstances and applies to all directors, officers and employees of the Company and their respective immediate family members and the second part imposes special additional trading restrictions and applies to (i) all directors of the Company, (ii) all officers of the Company that are subject to the reporting obligations of Section 16 of the Securities Exchange Act of 1934 and (iii) certain other employees that the Company may designate because of their position, responsibilities or their actual or potential access to material information ((i), (ii) and (iii), collectively, "Covered Persons").
One of the principal purposes of the federal securities laws is to prohibit so-called "insider trading." Simply stated, insider trading occurs when a person uses material nonpublic information obtained through involvement with the Company to make decisions to purchase, sell or otherwise trade the Company's securities or to provide that information to others outside the Company. The prohibitions against insider trading apply to trades, tips and recommendations by virtually any person, including all persons associated with the Company, if the information involved is "material" and "nonpublic." These terms are defined in this Policy under Part I – Definitions.
Any person who has questions regarding this Policy or its application to any proposed trade may obtain additional guidance from the Compliance Officer. Ultimately, however, the responsibility for adhering to this Policy and avoiding unlawful transactions rests with the individual.
RULE OF THUMB: IF IN DOUBT, DO NOT TRADE.
PART I
Applicability
This Policy applies to all trading or other transactions in the Company's securities, including common stock, options, preferred stock, notes, bonds and convertible securities, as well as to derivative securities relating to any of the Company's securities, whether or not issued by the Company.
Compliance Officer
The Company has appointed the Chief Financial Officer as the Compliance Officer for this Policy. The Compliance Officer is responsible for the administration of this Policy. All determinations and interpretations by the Compliance Officer are final and not subject to further review.
General Policy: No Trading or Causing Trading While in Possession of Material Nonpublic Information
No director, officer or employee or any of their immediate family members may purchase or sell, or offer to purchase or sell, any Company security, whether or not issued by the Company, while in possession of material nonpublic information about the Company.
No director, officer or employee or any of their immediate family members who knows of any material nonpublic information about the Company may communicate that information ("tip") to any other person,including family members and friends, or otherwise disclose such information without the Company’s authorization.
Definitions
“Material” – Insider trading restrictions come into play only if the information you possess is "material." Materiality, however,involves a relatively low threshold. Information is generally regarded as "material" if it has market significance, that is, if its public dissemination is likely to affect the market price of securities, or if it otherwise is information that a reasonable investor would want to know before making an investment decision.
Some examples of information reasonably likely to be found material in particular situations are:
i
· cybersecurity risks and incidents, including vulnerabilities and breaches
· proposals, plans or agreements, even if preliminary in nature, involving mergers, acquisitions, divestitures, recapitalizations, strategic alliances, licensing arrangements, or purchases or sales of substantial assets
· a Company restructuring
· significant related-party transactions
· a change in auditors
· offerings of Company securities
If you are unsure whether information is material, you should either consult with the Compliance Officer or assume that the information is material.
“Nonpublic” – Insider trading prohibitions come into play only when you possess information that is material and "nonpublic." The fact that information has been disclosed to a few members of the public does not make it public for insider trading purposes. To be "public," the information must have been disseminated in a manner designed to reach investors generally, and the investors must be given the opportunity to absorb the information. Even after public disclosure of information about the Company,you must wait until after the second trading day after the information was publicly disclosed before you can treat the information as public.
Nonpublic information may include:
If you are unsure whether information is nonpublic, you should either consult with the Compliance Officer or assume that the information is nonpublic and treat it as confidential.
Exceptions
The trading restrictions of this Policy do not apply to the following:
Violations
The penalties for violation of insider trading laws are severe. An individual who trades on (or tips) material nonpublic information is subject to U.S. civil penalties of up to three times the profit gained or loss avoided, U.S. criminal penalties of up to $5,000,000, and/or up to 20 years in jail, as well as any penalties, civil or criminal, under the applicable insider trading laws of other jurisdictions.
Individuals who fail to comply with this Policy will be subject to appropriate disciplinary action, including potential ineligibility for participation in any Company equity compensation plan or termination of employment, whether or not the failure to comply is also a violation of law.
Violations of this Policy should be reported immediately to the Compliance Officer.
ii
PART II
Blackout Periods
All Covered Persons are prohibited from trading in the Company's securities during blackout periods as defined below.
Pre-clearance of Securities Transactions
Covered Persons must obtain pre-clearance of all transactions in the Company's securities (even during an open trading period) from the Compliance Officer. The Compliance Officer has no obligation to pre-clear a transaction and may determine not to permit a transaction. Pre-clearance, if granted, will generally be valid for four trading days, unless earlier revoked.
Pre-clearance is not required for purchases and sales of securities under an Approved 10b5-1 Plan.
Prohibited Transactions
Covered Persons are prohibited from trading in the Company's equity securities during a blackout period imposed under an "individual account" retirement or pension plan of the Company, during which at least 50% of the plan participants are unable to purchase, sell or otherwise acquire or transfer an interest in equity securities of the Company, due to a temporary suspension of trading by the Company or the plan fiduciary.
Covered Persons are prohibited from engaging in the following transactions in the Company's securities unless advance approval is obtained from a Compliance Officer:
iii