Isabella Bank (ISBA) 8-K Departure of Directors or Certain Officers

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): August 6, 2024

ISABELLA BANK CORPORATION

(Exact name of registrant as specified in its charter)

Michigan	000-18415	38-2830092
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

401 North Main Street	Mt. Pleasant	Michigan	48858-1649
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (989) 772-9471

Not Applicable

(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:

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

☐ Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.l4a-l2)

☐ Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240.l4d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.l3e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

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. ☐

Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)    The Supplemental Executive Retirement Plan

Effective August 6, 2024 the registrant entered into a participation agreement under the Isabella Bank Corporation Supplemental Executive Retirement Plan ("Plan") with William Schaefer, Chief Financial Officer of the registrant (the “Participation Agreement”). Under the Participation Agreement, the registrant agreed to make twenty-one (21) annual credits to Mr. Schaefer’s Plan account. The twenty-one annual credits total $245,000. Similar to previous agreements, the Participation Agreement provides that Mr. Schaefer’s early retirement age under the Plan is age 55 and that his normal retirement age under the Plan is age 65. The Participation Agreement replaces the Plan’s default form of payment upon Mr. Schaefer’s separation from service with the form of five annual installments, consistent with previous agreements.

The Stock Award Incentive Plan

Effective August 6, 2024, the registrant entered into an annual grant agreement under the Isabella Bank Corporation Restricted Stock Plan with William Schaefer (the “Grant Agreement”). Under Mr. Schaefer's Grant Agreement, Mr. Schaefer is eligible for a grant of restricted stock equal in value to 25% of his annual salary if he meets his 2024 performance goals. The Grant Agreements contain vesting conditions and is subject to the clawback provisions under the registrant's Clawback Policy.

The Participation Agreement and Grant Agreement are qualified in their entirety by reference to the text of the Participation Agreement and Grant Agreement, copies of which are attached as Exhibits 10.1 and 10.2, respectively.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits:

Exhibit No.	Description
10.1	Participation Agreement for William Schaefer
10.2	Grant Agreement for William Schaefer
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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.

		ISABELLA BANK CORPORATION
Dated:	August 8, 2024	By:	/s/ Jerome E. Schwind
			Jerome E. Schwind, President & CEO

INDEX TO EXHIBITS

Exhibit No.	Description
10.1	Participation Agreement for William Schaefer
10.2	Grant Agreement for William Schaefer
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