8-K

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): March 3, 2025

ISABELLA BANK CORPORATION

(Exact name of registrant as specified in its charter)

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:

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).

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.

(d)    Appointment of David B. Behen as a Director for Isabella Bank Corporation and Isabella Bank

On January 29, 2025, the Board of Directors of Isabella Bank Corporation (the "Corporation") appointed David B. Behen (age 55) to the Board of Directors of the Corporation and to the Board of Directors of Isabella Bank effective March 3, 2025. Additionally, Mr. Behen is expected to serve on the Corporation's Compensation and Human Resource Committee and the Board Risk Committee of Isabella Bank. Mr. Behen will serve a term as a director until the Corporation's Annual Meeting of Shareholders in 2026. The Board has determined that Mr. Behen is an "independent director" within the meaning of applicable rules and regulations of the Securities and Exchange Commission.

The Corporation issued a press release dated March 5, 2025 announcing Mr. Behen's appointment to the Board of Directors of Isabella Bank Corporation and to the Board of Directors of Isabella Bank.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits:

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.

INDEX TO EXHIBITS

Document

Exhibit 99.1

For Immediate Release

Isabella Bank Corporation

401 N. Main Street

Mt. Pleasant, MI 48858-1649

FOR MORE INFORMATION CONTACT:

Lori Peterson, Vice President and Director of Marketing

Phone: 989-779-6333 | lapeterson@isabellabank.com

Behen Joins Isabella Bank Board and Isabella Bank Corporation Board of Directors

Mt. Pleasant, MI, March 5, 2025- Jerome Schwind, President and Chief Executive Officer of Isabella Bank Corporation, announced the appointment of David B. Behen to the Isabella Bank Board and Isabella Bank Corporation Board of Directors, effective March 3, 2025.

“We are thrilled to welcome Mr. Behen to our Board of Directors,” stated Schwind. “He has extensive experience in cybersecurity and a proven track record of building successful organizations. As we continue to drive forward in our mission, Mr. Behen’s expertise will be invaluable in shaping our strategic direction and strengthening our commitment to security and innovation.”

Mr. Behen brings a wealth of experience to the Isabella Bank Corporation Board of Directors, holding executive leadership roles in the private and public sector for more than 20 years. Notably, he was a cabinet member for Michigan Governor Rick Snyder, serving as Director of the Department of Technology, Management, and Budget, and State Chief Information Officer. Under his leadership, Michigan gained national recognition for its advancements in information technology and cybersecurity. Additionally, Mr. Behen co-founded a software company, InfoReady Corporation, and served as Vice President and Chief Information Officer for its parent company, GDI Infotech. He was the Vice President and Chief Information Officer for La-Z-Boy Incorporated, leading global information technology reinvention and development of their cybersecurity program. Presently, Mr. Behen is the co-founder and Chief Strategy Officer at SensCy, a cybersecurity company focused on small and medium-sized organizations.

Mr. Behen earned both his Bachelor of Science and Master of Public Administration from Eastern Michigan University. He has received many esteemed awards and recognition for his contributions to information technology and cybersecurity, including the CIO 100 Award in 2006, 2007, 2013, 2016, and 2020. Mr. Behen holds several board and committee positions for professional and technology organizations. He is a past member of the Western Michigan University Board of Trustees and a current member of the Eastern Michigan University College of Engineering and Technology Advisory Board.

In addition to his professional achievements, Mr. Behen embodies a strong sense of dedication. He regularly provides his expertise to national and international audiences as a keynote speaker, expert panelist, and moderator. He spent many years coaching his children in sports and enjoys spending time outdoors and with his family. Mr. Behen has three children, Isabel, Joshua, and Olivia, and currently resides in Saline, Michigan with his wife, Rosalie.

Isabella Bank Corporation (OTCQX: ISBA) is the parent holding company of Isabella Bank, a state-chartered community bank headquartered in Mt. Pleasant, Michigan. Isabella Bank was established in 1903 and has been committed to serving the local banking needs of its customers and communities for over 121 years. The Bank offers personal and commercial lending and deposit products, as well as investment, trust, and estate planning services through Isabella Wealth. The Bank has locations throughout eight Mid-Michigan counties: Bay, Clare, Gratiot, Isabella, Mecosta, Midland, Montcalm, and Saginaw.