8-K - WBHC - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): June 23, 2025

WILSON BANK HOLDING COMPANY

(Exact name of Registrant as Specified in Its Charter)

Tennessee	0-20402	62-1497076
(State or Other Jurisdiction<br>of Incorporation)	(Commission File Number)	(IRS Employer<br>Identification No.)
623 West Main Street
Lebanon, Tennessee		37087
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s Telephone Number, Including Area Code: 615 444-2265
---

(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 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 Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading<br>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. ☐

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

(e) SERP Agreement for Kayla Hawkins. Effective June 23, 2025, Wilson Bank and Trust (the “Bank”), a wholly owned subsidiary of Wilson Bank Holding Company (the “Company”) entered into a Supplemental Executive Retirement Plan (the “SERP Agreement”) with Kayla Hawkins, the Company’s and the Bank’s Executive Vice President and Chief Financial Officer, to provide Ms. Hawkins with certain supplemental nonqualified pension benefits payable following her separation from service from the Bank under various scenarios. The SERP Agreement includes retirement benefits that are payable for the remainder of Ms. Hawkins’s life following her separation from service from the Bank after reaching age 65 or after reaching age 60 so long as in such early retirement scenario Ms. Hawkins has then been continuously employed by the Bank for a minimum of thirty (30) years. These retirement benefits are to expected to be funded from an annuity contract or multiple annuity contracts to be purchased by the Bank. The SERP Agreement also provides for payments to Ms. Hawkins in the event that she experiences a separation from service from the Bank as a result of disability, with such benefit equal to sixty percent of Ms. Hawkins’s base salary and bonus at the time of her separation from service. This disability benefit is payable to Ms. Hawkins until she reaches age 65, after which she is entitled to receive for the remainder of her life the normal retirement benefit payable to her under the SERP Agreement. The SERP Agreement also includes benefits that would be payable to Ms. Hawkins upon her death. Should she die while still in service to the Bank, Ms. Hawkins would be entitled to receive a lump sum payment equal to the liability accrued by the Bank under generally accepted accounting principles for the benefits payable to Ms. Hawkins under the SERP Agreement as of the time of her death. Should Ms. Hawkins die after she has begun to receive benefit payments under the SERP Agreement, the Bank is obligated under the SERP Agreement to continue to pay her then payable benefit until such time as her beneficiary has received 180 monthly payments. Upon a change of control of the Bank, Ms. Hawkins will become 100 percent vested in her normal retirement benefits and payment of those benefits will commence thirty days following consummation of the change of control.

Ms. Hawkins’s SERP Agreement also includes a provision that conditions payment of the benefit payments to her thereunder other than those owed as a result of a change of control on her not directly or indirectly performing services that are substantially similar to those that she provided to the Bank for a business that is engaged in the business of banking within any county where the Bank has an office as of the date of the SERP Agreement or the date Ms. Hawkins separates from service with the Bank for a period beginning on the date that she separates from service and ending on the earlier of the date that payments are no longer being made to her under the SERP Agreement and the date she reaches the age of 80.

The description of the SERP Agreement included herein is qualified in its entirety by reference to the SERP Agreement, a copy of which is filed herewith as Exhibit 10.1.

Kayla Hawkins Split Dollar Life Insurance Agreement. Effective June 23, 2025, the Bank and Ms. Hawkins entered into a Split Dollar Life Insurance Agreement (the “Split Dollar Life Insurance Agreement”), pursuant to which Ms. Hawkins’s named beneficiary is entitled to receive a death benefit equal to the difference between the death benefit payable under a life insurance policy purchased by the Bank and the accrued cash value of the life insurance policy at the time of Ms. Hawkins’s death. Premiums with respect to the related life insurance policy under the Split Dollar Life Insurance Agreement are payable by the Bank and the Bank is the sole owner of the related life insurance policy. The Split Dollar Life Insurance Agreement automatically terminates on the occurrence of any of the following events prior to Ms. Hawkins’s death: (i) written notice given by either the Bank or Ms. Hawkins to the other; (ii) termination of Ms. Hawkins’s employment with the Bank, whether voluntary or involuntary; or (iii) bankruptcy, receivership or dissolution of the Bank. Upon termination of the Split Dollar Life Insurance Agreement, Ms. Hawkins will forfeit all rights thereunder. The

description of the Split Dollar Life Insurance Agreement included herein is qualified in its entirety by reference to the Split Dollar Life Insurance Agreement, a copy of which is filed herewith as Exhibit 10.2.

Amendments to SERP Agreements. Effective June 23, 2025, the Bank entered into (i) a Third Amendment (the “McDearman Third Amendment”) to the Wilson Bank & Trust Supplemental Executive Retirement Plan dated as of May 22, 2015, as previously amended on October 26, 2020 and December 28, 2020 (as amended, the “McDearman 2015 SERP Agreement”) by and between the Bank and John C. McDearman III, the Company’s President and Chief Executive Officer and the Bank’s Chief Executive Officer; (ii) a Third Amendment (the “Foster Third Amendment”) to the Wilson Bank & Trust Supplemental Executive Retirement Plan dated as of May 22, 2015, as previously amended on October 26, 2020 and December 28, 2020 (as amended, the “Foster 2015 SERP Agreement”) by and between the Bank and John Foster, the Company’s Executive Vice President and the Bank’s President; (iii) a Third Amendment (the “Oakley Third Amendment”) to the Wilson Bank & Trust Supplemental Executive Retirement Plan dated as of May 22, 2015, as previously amended on September 26, 2016 and October 26, 2020 and December 28, 2020 (as amended, the “Oakley 2015 SERP Agreement”) by and between the Bank and Clark Oakley, the Bank’s Executive Vice President and Chief Operating Officer; and (iv) a First Amendment (the “Walker First Amendment” and together with the McDearman Third Amendment, the Foster Third Amendment and the Oakley Third Amendment, the “SERP Amendments”) to the Wilson Bank & Trust Supplemental Executive Retirement Plan dated as of November 19, 2018 (as amended, the “Walker 2018 SERP Agreement” and together with the McDearman 2015 SERP Agreement, the Foster 2015 SERP Agreement and the Oakley 2015 SERP Agreement, the “Existing SERP Agreements”) by and between the Bank and Taylor Walker, the Bank’s Executive Vice President. The SERP Amendments amend the Existing SERP Agreements to provide for an early retirement benefit for each of Messrs. McDearman, Foster, Oakley and Walker in the event that he remains employed by the Bank until achieving age 60 and so long as in such early retirement scenario he has then been continuously employed by the Bank for a minimum of thirty (30) years. As amended by the SERP Amendments, the Existing SERP Agreements provide that each of Messrs. McDearman, Foster, Oakley and Walker will be entitled to a monthly benefit payable for the remainder of his life paid from annuity contracts purchased by the Bank in the event that he separates from service from the Bank after reaching age 60 but before reaching age 65 and so long as at the time of his separation from service he had been continuously employed by the Bank for 30 years.

Each of the SERP Amendments to the Existing SERP Agreements also includes a provision that conditions payment of the benefit payments to Messrs. McDearman, Foster, Oakley and Walker under the existing SERP Agreements other than those owed as a result of a change of control on him not directly or indirectly performing services that are substantially similar to those that he provided to the Bank for a business that is engaged in the business of banking within any county where the Bank has an office as of the date of the SERP Agreement or the date he separates from service with the Bank for a period beginning on the date that he separates from service and ending on the earlier of the date that payments are no longer being made to him under the Existing SERP Agreement to which he is a party, as amended, including as amended by the SERP Amendments, and the date he reaches the age of 80.

The description of the SERP Amendments included herein is qualified in its entirety by reference to each SERP Amendment, copies of which are filed herewith as Exhibits 10.3, 10.4, 10.5 and 10.6.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Wilson Bank & Trust Supplemental Executive Retirement Plan, dated as of June 23, 2025, by and between Wilson Bank & Trust and Kayla Hawkins.

10.2 Split Dollar Life Insurance Agreement, dated as of June 23, 2025, by and between Wilson Bank & Trust and Kayla Hawkins.

10.3 Third Amendment to Wilson Bank & Trust Supplemental Retirement Plan, dated as of June 23, 2025, by and between Wilson Bank & Trust and John C. McDearman III.

10.4 Third Amendment to Wilson Bank & Trust Supplemental Retirement Plan, dated as of June 23, 2025, by and between Wilson Bank & Trust and John Foster.

10.5 Third Amendment to Wilson Bank & Trust Supplemental Retirement Plan, dated as of June 23, 2025, by and between Wilson Bank & Trust and Clark Oakley.

10.6 First Amendment to Wilson Bank & Trust Supplemental Retirement Plan, dated as of June 23, 2025, by and between Wilson Bank & Trust and Taylor Walker.

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.

			WILSON BANK HOLDING COMPANY
Date:	June 26, 2025	By:	/s/ John C. McDearman III
			John C. McDearman III<br>President/Chief Executive Officer

EX-10.1

Exhibit 10.1

WILSON BANK & TRUST

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

This Supplemental Executive Retirement Plan (“Plan”) is adopted as of this 23rd day of June, 2025 (the “Effective Date”) by Wilson Bank & Trust, a Tennessee corporation (the “Employer” or the “Bank”) for the benefit of KAYLA HAWKINS (the “Executive”). The purpose of the Plan is to provide certain supplemental nonqualified pension benefits to certain executives who have contributed substantially to the success of the Employer and the Employer desires to incentivize the executives to continue in its employ.

This Plan is intended to be and shall be administered as an income tax nonqualified, unfunded plan primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Sections 201(2), 301(a)(3), and 401(a)(l). This Plan is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and, accordingly, the intent of the parties hereto is that the Plan shall be operated and interpreted consistent with the requirements thereof.

ARTICLE 1

DEFINITIONS

Whenever used in this Plan, the following terms have the meanings specified:

“Account Balance” means, as of any date, the liability that should be accrued by the Bank under generally accepted accounting principles (“GAAP”) on behalf of the Executive.
“Annuity Contract” means the following annuity contract(s) purchased and solely owned by the Bank: a Flexible Premium Indexed Deferred Annuity Contract issued by National Western Life Insurance Company, contract #: 01E7021681 or such other annuity contracts as the Bank may purchase from time to time.
“Beneficiary” means the person or entity designated, or otherwise determined in accordance with Article 4, in writing by the Executive to receive death benefits pursuant to this Plan in the event of her death.
“Beneficiary Designation Form” means the form established from time to time by the Plan Administrator that the Executive completes, signs, and returns to the Plan Administrator to designate one or more Beneficiaries.
“Board” means the Board of Directors of the Employer.
“Change in Control” shall be deemed to have taken place if there occurs a “change in ownership”, “a change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Employer as such terms are defined in Treasury Regulation §l.409A-3(i)(5) or any subsequent, applicable Treasury Regulation.
“Disability” shall mean the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of net less than twelve (12) months or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Employer, as determined under Treasury Regulation l.409A-3(i)(4).

Medical determination of Disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering employees of the Employer, provided that the definition of disability applied under such disability insurance program complies with the requirements of Section 409A of the Code. Upon the request of the Plan Administrator, the Executive must submit proof to the Plan Administrator of Social Security Administration’s or the provider’s determination.

“ERISA” means the Employee Retirement Income Security Act of 1974.
“Rider” means the income rider attached to the Annuity Contract as an endorsement or other product feature that operates as an income rider, with such feature providing for a withdrawal or payment feature for the life of the annuitant.
“Normal Retirement Age” means age sixty-five (65).
“Normal Retirement Date” means the date the Executive Separates from Service after reaching Normal Retirement Age.
“Separation from Service” means separation from service as that term is defined and interpreted in Section 409A of the Code and Treasury Regulation §1.409A-l(h) or in subsequent regulations or other guidance issued by the Internal Revenue Service.

ARTICLE 2

DEFERRED COMPENSATION AND VALUATION OF ACCOUNT

Annuity Contract and Other Investments. For purposes of satisfying its obligations to provide benefits under this Plan, the Bank has initially invested in the Annuity Contract and may invest in other investments. However, nothing in this Section shall require the Bank to invest in any particular form of investment.
Ownership of the Annuity Contract. The Bank is the sole owner of the Annuity Contract, and other such investments, and shall have the right to exercise all incidents of ownership. The Bank shall be the beneficiary of the death proceeds of the Annuity Contract. The Bank shall at all times be entitled to the Annuity Contract‘s cash surrender value, as that term is defined in the Annuity Contract.
Right to Annuity Contract. Notwithstanding any provision hereof to the contrary, the Bank shall have the right to sell or surrender any Annuity Contract without terminating this Plan, provided the Bank replaces the Annuity Contract with a comparable annuity policy or asset of comparable value. Without limitation, the Annuity Contract at all times shall be the exclusive property of the Bank and shall be subject to the claims of the Bank’s creditors.
Rabbi Trust. Employer may establish a “rabbi trust” to which contributions may be made to provide the Employer with a source of funds for purposes of satisfying the obligations of the Employer under the Plan. The trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan. The Executive and her Beneficiary shall have no beneficial ownership interest in any assets held in the trust.

ARTICLE 3

RETIREMENT AND OTHER BENEFITS

Normal Retirement Benefit. Upon the Executive’s Separation from Service after reaching Normal Retirement Age for any reason other than death or Disability, the Executive will be entitled to the monthly benefit payment described in this Section 3.1. The amount of the monthly benefit will equal the amount that is paid from the Annuity Contract designated under this Plan to benefit the Executive through the Rider (the “Normal Retirement Benefit”). The Normal Retirement Benefit will be payable in equal monthly installments for the life of the Executive commencing on the first (1st) day of the second month following the Executive’s Normal Retirement Date. This shall be the Executive’s benefit in lieu of any other benefit under this Plan.
Other Separation from Service. Notwithstanding any other provision herein, including Section 3.1 above, in the event the Executive should incur a Separation from Service on or after attainment of age sixty (60) but prior to attainment of Normal Retirement Age, provided the Executive has been continuously employed by the Employer for a minimum of thirty (30) years, (the “Section 3.2 Vesting Date”) for any reason other than death, Disability, or on or following a Change in Control, the Executive will be entitled to the monthly benefit payment provided for under Section 3.1, which benefit shall be payable in accordance with Section 3.1 as if the Executive had continued in service to the Bank to Normal Retirement Age, with such benefits commencing on the first (1st) day of the second month following the Executive’s Separation from Service following the Section 3.2 Vesting Date. Additionally, with regard to any other provision of this Agreement, a Separation from Service under this Section 3.2 on or after the Section 3.2 Vesting Date shall be treated as a Separation from Service following the Executive’s reaching Normal Retirement Age.
Disability Benefit. Upon the Executive’s Disability while actively employed by the Employer, but prior to her Normal Retirement or Section 3.2 Vesting Date, the Executive will be entitled to the benefit described in this Section 3.3 in lieu of any other benefit under this Agreement. The Disability Benefit will equal sixty (60%) percent of the Executive’s base salary and bonus at the time of the Disability. The Disability Benefit is payable in equal monthly installments commencing on the first (1st) day of the third month following the date of the Executive’s Disability and payable until the Executive reaches Normal Retirement Age, At Normal Retirement Age, the Disability Benefit will be reduced to an amount equal to the Normal Retirement Benefit as provided for in Section 3.1 as if the Executive separated from service at the Executive’s Normal Retirement Age and such reduced amount shall continue for the life of the Executive as provided in Section 3.1.

Notwithstanding any other provision of this agreement, if Disability Benefits are payable under this paragraph 3.3, in no event shall the Executive receive a total annual Disability Benefit from the Bank that is greater than sixty percent (60%) of the Executive’s annual base salary and bonus at the time of the Disability, including from any and all other disability benefits, plans or arrangements that the Bank may

provide. The Bank reserves the right to reduce the amount of the Disability Benefit, but not the time or form of payment, in order to limit the amount of the payment as described herein, to the extent permitted and in accordance with 1.409A-3(i)(l )(ii) of the Treasury Regulations.

Preretirement Death Benefit. Upon death of the Executive while in service to the Employer, the Employer shall pay to the Executive’s Beneficiary the Account Balance, payable in a lump sum no later than thirty (30) days from the date of death (with the Beneficiary having no right to designate the taxable year of the payment).
Postretirement Death Benefit. Upon death of the Executive after benefit payments have commenced under the Plan, but before receiving a total of one hundred eighty (180) payments, the Employer shall continue payments to the Executive’s Beneficiary until a total of one hundred eighty (180) payments have been paid to the Executive and/or her Beneficiary. If the Executive dies after receiving one hundred eighty (180) payments, this agreement will terminate and no additional payments will be made to the Executive’s Beneficiary under the Plan.
Change in Control Benefit. Upon a Change in Control, the Executive will be one hundred percent (100%) vested in the Normal Retirement Benefit as provided for in Section 3.1, as if the Executive separated from service at the Normal Retirement Age. Such benefits shall be payable in equal monthly installments for the life of the Executive commencing thirty (30) days following said Change in Control.
Restriction on Timing of Distributions. Notwithstanding the applicable provisions of this Plan regarding timing of payments, the following special rules shall apply if the stock of the Employer is publicly traded at the time of the Executive’s Separation from Service in order for this Plan to comply with Section 409A of the Code: (i) to the extent the Executive is a “specified employee” (as defined under Section 1.409A-1(i) of the Treasury Regulations) at the time of a distribution and to the extent such applicable provisions of Section 409A of the Code and the regulations thereunder require a delay of such distributions by a six-month period after the date of such Executive’s Separation from Service with the Employer, no such distribution shall be made prior to the date that is six months after the date of the Executive’s Separation from Service with the Employer, and (ii) any such delayed payments shall be paid to the Executive in a single lump sum within five (5) business days after the end of the six (6) month delay.

ARTICLE 4

BENEFICIARIES

Beneficiary Designations. The Executive shall have the right to designate at any time a Beneficiary to receive any benefits payable under this Plan upon the death of the Executive. The Beneficiary designated under this Plan may be the same as or different from the Beneficiary designation under any other benefit plan of the Employer in which the Executive participates.
Beneficiary Designation; Changes. The Executive shall designate a Beneficiary by completing and signing the Beneficiary Designation Form and delivering it to the Plan Administrator or its designated agent. The Executive’s Beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently dissolved. The Executive shall have the right to change a Beneficiary by completing, signing, and otherwise complying with the terms of the Beneficiary Designation Form and

the Plan Administrator’s rules and procedures, as in effect from time to time. Upon the acceptance by the Plan Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Plan Administrator shall be entitled to rely on the last Beneficiary Designation Form filed by the Executive and accepted by the Plan Administrator before the Executive’s death.

Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received in writing by the Plan Administrator or its designated agent.
No Beneficiary Designation. If the Executive dies without a valid Beneficiary designation, or if all designated Beneficiaries predecease the Executive, then the Executive’s spouse shall be the designated Beneficiary. If the Executive has no surviving spouse, the benefits shall be distributed to the personal representative of the Executive’s estate.
Facility of Payment. If a benefit is payable to a minor, to a person declared incapacitated, or to a person incapable of handling the disposition of her property, the Employer may pay such benefit to the guardian, legal representative, or person having the care or custody of the minor, incapacitated person, or incapable person. The Employer may require proof of incapacity, minority, or guardianship as it may deem appropriate before distribution of the benefit. Distribution shall completely discharge the Employer from all liability for the benefit.

ARTICLE 5

GENERAL LIMITATIONS

Limits on Payments. It is the intention of the parties that none of the payments to which the Executive is entitled under this Plan will constitute a “golden parachute payment” within the meaning of 12 USC Section 1828(k) or implementing regulations of the FDIC, the payment of which is prohibited (collectively, “Section 1828(k)”). Notwithstanding any other provision of this Plan to the contrary, any payments due to be made by Employer for the benefit of the Executive pursuant to this Plan, or otherwise, are subject to and conditioned on compliance with Section 1828(k) and any regulations promulgated thereunder including the receipt of all required approvals thereof by Employer’s primary federal banking regulator and/or the FDIC.

In addition, Employer and its successors retain the legal right to demand the return of any payment made hereunder which constitutes a “golden parachute payment” within the meaning of Section 1828(k) or implementing regulations of the FDIC should Employer or its successors later obtain information indicating that the Executive committed, is substantially responsible for, or has violated, the respective acts or omissions, conditions, or offenses outlined under 12 C.F.R.359.4(a)(4).

5.2 Non-compete. Except in the case of qualification for benefit payments under Section 3.6 following a Change in Control, in which case this Section 5.2 shall not apply, Executive agrees that as a condition to the Bank’s obligation to make the payments provided for in Sections 3.1, 3.2 or 3.3 hereof, Executive will not, for a period beginning on the date that the Executive experiences a Separation from Service pursuant to which benefits are payable under Sections 3.1, 3.2 or 3.3 and ending on the earlier of (a) the date of cessation of payments provided for in Sections 3.1, 3.2 or 3.3 hereof (as applicable) or (b) the date that is fifteen (15) years following the date that the Executive reaches the Normal Retirement Age (except on behalf of or with the prior written consent of the Bank), directly or indirectly on the Executive’s own behalf or in service to or on behalf of others, perform any services which are substantially the same as the services

the Executive performed for the Bank for a business that is engaged in the business of banking within any county where the Bank has an office as of the date of this Agreement or the date of the Executive’s Separation from Service. For purposes of this Agreement, the term “business of banking” shall mean and be limited to a business that accepts deposits and makes loans. The Executive hereby agrees that, except in the case of benefit payments made under Sections 3.4 and 3.6, the payment to the Executive of the benefits hereunder is conditioned upon the Executive’s compliance with her obligations under this Section 5.2. The Executive agrees that the covenants contained in this Section 5.2 are of the essence of this Agreement; that each of the covenants contained in this Section 5.2 is reasonable and necessary to protect the business, interests and properties of the Bank, and that irreparable loss and damage will be suffered by the Bank should the Executive breach any of the covenants. Therefore, the Executive agrees and consents that, in addition to all the remedies provided by law or in equity, the Bank shall be entitled, in its discretion, to cease the payments provided for in Sections 3.1, 3.2 or 3.3 hereof and/or seek a temporary restraining order and temporary and permanent injunctions in the event of a breach or contemplated breach of any of the covenants set forth in this Section 5.2.

Except to the extent preempted by the laws of the United States of America, the validity, interpretation, construction and performance of this provision shall be governed by and construed in accordance with the laws of the State of Tennessee, without giving effect to the principles of conflict of laws of such state.

ARTICLE 6

CLAIMS AND REVIEW PROCEDURES

Claims Procedure. A person or Beneficiary (a “claimant “) who has not received benefits under the Plan that he or she believes should be paid shall make a claim for such benefits as follows, and strictly in accordance with Section 409A of the Code:
Initiation - Written Claim. The claimant initiates a claim by submitting to the Plan Administrator a written claim for the benefits. If the claim relates to the contents of a notice received by the claimant, the claim must be made within sixty (60) days after the notice was received by the claimant. All other claims must be made within one hundred eighty (180) days after the date of the event that caused the claim to arise. The claim must state with particularity the determination desired by the claimant.
Timing of Plan Administrator Response. The Plan Administrator shall respond to such claimant within ninety (90) days after receiving the claim. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional ninety (90) days by notifying the claimant in writing, prior to the end of the initial ninety (90)-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision.
Notice of Decision. If the Plan Administrator denies part or all of the claim, the Plan Administrator shall notify the claimant in writing of such denial. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:
The specific reasons for the denial,
A reference to the specific provisions of the Plan on which the denial is based,
A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed,
An explanation of the Plan’s review procedures and the time limits applicable to such procedures, and
A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.
Review Procedure. If the Plan Administrator denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Plan Administrator of the denial, as follows
Initiation - Written Request. To initiate the review, the claimant, within 60 days after receiving the Plan Administrator’s notice of denial, must file with the Plan Administrator a written request for review.
Additional Submissions - Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Plan Administrator shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.
Considerations on Review. In considering the review, the Plan Administrator shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
Timing of Plan Administrator Response. The Plan Administrator shall respond in writing to such claimant within sixty (60) days after receiving the request for review. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional sixty (60) days by notifying the claimant in writing, prior to the end of the initial sixty (60)-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision.
Notice of Decision. The Plan Administrator shall notify the claimant in writing of its decision on review. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:
The specific reasons for the denial,
A reference to the specific provisions of the Plan on which the denial is based,
A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits, and
A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).
Claims Criteria. All claim determinations under this Section 6 shall be made in accordance with Section 409A of the Code and the Treasury Regulations thereunder.

ARTICLE 7

MISCELLANEOUS

Amendments and Termination. Strictly in compliance with Section 409A of the Code, (a) this agreement may be amended solely by a written agreement signed by the Employer and by the Executive, and (b) except as otherwise provided herein, the agreement may be terminated solely by the Employer in its sole discretion. Any acceleration of payments or change in the form of payments under this agreement, including upon the amendment, modification or termination of the agreement, shall be made strictly as permitted and in accordance with Section 409A of the Code, including 1.409A-3(i)(4) of the Treasury Regulations.
No Guarantee of Employment. This Plan is not an employment policy or contract. It does not give any Executive the right to remain an employee of the Employer, nor does it interfere with the Employer’s right to discharge the Executive. It also does not require any Executive to remain an employee nor interfere with any Executive’s right to terminate employment at any time.
Non-Transferability. Benefits under this Plan cannot be sold, transferred, assigned, pledged, attached, or encumbered in any manner.
Tax Withholding. The Employer shall withhold any taxes that are required to be withheld from the benefits provided under this Plan.
Applicable Law. Except to the extent preempted by the laws of the Unit ed States of America, the validity, interpretation, construction and performance of this Plan shall be governed by and construed in accordance with the laws of the State of Tennessee, without giving effect to the principles of conflict of laws of such state.
Unfunded Arrangement. The Executive and his/her Beneficiary are general unsecured creditors of the Employer for the payment of benefits under this Plan. The benefits represent the mere promise by the Employer to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance, annuity contract or other asset purchased by Employer to fund its obligations under this Plan shall be a general asset of the Employer to which the Executive and Beneficiary have no preferred or secured claim.
Benefit Provision. Notwithstanding the provisions of this Plan in the payment of the benefits under Article 3, any benefits payable under this Plan are contingent solely upon the amount that is provided by the Annuity Contract(s) as identified in this Plan or other provision as provided for in Article 2.
Severability. If any provision of this Plan is held invalid, such invalidity shall not affect any other provision of this Plan, and each such other provision shall continue in full force and effect to the full extent consistent with law. If any provision of this Plan is held invalid in part, such invalidity shall not affect the remainder of the provision, and the remainder of such provision together with all other provisions of this Plan shall continue in full force and effect to the full extent consistent with law.
Headings. The headings of articles herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Plan.
Notices. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid. Unless otherwise changed by notice, notice shall be properly addressed to the Executive if addressed to the address of the Executive on the books and records of the Employer at the time of the delivery of such notice, and properly addressed to the Employer if addressed to the Board, at PO Box 768, Lebanon, TN 37088.
Payment of Legal Fees. In the event litigation ensues between the parties concerning the enforcement of the obligations of the parties under this Plan, the Employer shall pay all costs and expenses in connection with such litigation until such time as a final determination (excluding any appeals) is made with respect to the litigation. If the Employer prevails on the substantive merits of each material claim in dispute in such litigation, the Employer shall be entitled to receive from the Executive all reasonable costs and expenses, including without limitation attorneys’ fees, incurred by the Employer on behalf of the Executive in connection with such litigation, and the Executive shall pay such costs and expenses to the Employer promptly upon demand by the Employer.
Termination or Modification of Plan Because of Changes in Law, Rules or Regulations. The Employer is entering into this Plan on the assumption that certain existing tax laws, rules, and regulations will continue in effect in their current form. If that assumption materially changes and the change has a material detrimental effect on this Plan, then the Employer reserves the right to terminate or modify this Plan accordingly.

ARTICLE 8

ADMINISTRATION OF AGREEMENT

Plan Administrator Duties. This Plan shall be administered by a Plan Administrator consisting of the Board or such committee or person(s) as the Board shall appoint. The Plan Administrator shall have the sole and absolute discretion and authority to interpret and enforce all appropriate rules and regulations for the administration of this Plan and the rights of the Executive under this Plan, to decide or resolve any and all questions or disputes arising under this Plan, including benefits payable under this Plan and all other interpretations of this Plan, as may arise in connection with the Plan.
Agents. In the administration of this Plan, the Plan Administrator may employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel, who may be counsel to the Employer.
Binding Effect of Decisions. The decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation, and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan. Without limiting the foregoing, it is acknowledged that the value of the benefits payable hereunder may be difficult to determine in the event the Employer does not actually purchase and maintain the Annuity Contract as contemplated hereunder; therefore, in such event, the Employer shall have the right to make any reasonable assumptions in determining the benefits payable hereunder and any such determination made in good faith shall be binding on the Executive.
Indemnity of Plan Administrator. The Plan Administrator shall not be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan, unless such action or omission is attributable to the willful misconduct of the Plan Administrator or any of its members. The Employer shall indemnify and hold harmless the members of the Plan Administrator against any and all claims, losses, damages, expenses, or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Plan Administrator or any of its members.
Employer Information. To enable the Plan Administrator to perform its functions, the Employer shall supply full and timely information to the Plan Administrator on all matters relating to the date and circumstances of the retirement, Disability, death, or Separation of Service of the Executive and such other pertinent information as the Plan Administrator may reasonably require.

This Supplemental Executive Retirement Plan Agreement is hereby adopted as of the date written above.

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IN WITNESS WHEREOF, the Executive and a duly authorized officer of the Employer have signed this Agreement as of the date first written above.

THE EXECUTIVE:	WILSON BANK & TRUST
/s/ Kayla Hawkins	By: /s/ John C. McDearman III
	Its: Chief Executive Officer

BENEFICIARY DESIGNATION

WILSON BANK & TRUST

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

I, Kayla Hawkins, designate the following as Beneficiary of any death benefits under this Supplemental Executive Retirement Plan Agreement

Primary:

Contingent:

Note: To name a trust as Beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.

I understand that I may change these Beneficiary designations by filing a new written designation with the Employer. I further understand that the designations will be automatically revoked if the Beneficiary predeceases me, or if I have named my spouse as Beneficiary and our marriage is subsequently dissolved.

Signature: ________________________________
Date: ____________________________________

Accepted by the Employer this ______ day of _________, 20__.

By: _____________________________________
Print Name: ______________________________
Title: ____________________________________

EX-10.2

Exhibit 10.2

SPLIT DOLLAR LIFE INSURANCE AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into this 23rd day of June, 2025, by and between Wilson Bank & Trust, a banking corporation, located in Wilson County, Tennessee (the “Bank”), and Kayla Hawkins, a current employee of the Bank (hereinafter referred to as the “Employee”).

INTRODUCTION

WHEREAS, Employee is an officer or other highly paid employee of the Bank;

WHEREAS, the Bank is purchasing insurance policies (hereinafter referred to as the “Insurance Policy(ies)”), with Tennessee Farm Bureau (hereinafter collectively referred to as the “Insurer”), on the life of the Employee;

WHEREAS, the Bank desires to induce Employee to continue to utilize Employee’s best efforts on behalf of the Bank by its payment of premiums due on the Insurance Policy(ies); and

WHEREAS, the Bank is the sole owner of the Insurance Policy(ies) and elects to endorse a portion of the death benefit of the Insurance Policy(ies) to Employee, or Employee’s designated beneficiary.

NOW, THEREFORE, in consideration of the mutual undertakings set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Bank and the Employee agree as follows:

Ownership
Ownership of Insurance Policy. The Bank is the sole owner of the Insurance Policy(ies) and shall have the right to exercise all incidents of ownership. The Bank shall be the beneficiary of the remaining death proceeds of the Insurance Policy(ies) after payment of the Employee Death Benefit as defined and provided for in this Agreement. The Bank shall at all times be entitled to the Policy(ies) cash surrender value, as that term is defined in the Insurance Policy(ies), less any Insurance Policy loans and unpaid interest or cash withdrawals previously incurred by the Bank and any applicable Insurance Policy surrender charges. The cash surrender value shall be determined as of the date of the surrender of the Insurance Policy or death of the Employee, as the case may be.
Right to Insurance Policy. Notwithstanding any provision hereof to the contrary, the Bank shall have the right to sell or surrender the Insurance Policy(ies) without terminating this Agreement, provided (i) the Bank replaces the Insurance Policy(ies) with a comparable life insurance policy or arrangement that provides the benefit provided under this Agreement and (ii) the Bank and the Employee (who will not unreasonably withhold his signature) execute a new Split Dollar Policy Endorsement for said comparable coverage arrangement, at which time all references to “Insurance Policy” hereunder shall refer to such replacement coverage arrangement. Without limitation, the Insurance Policy(ies) at all times shall be the exclusive property of the Bank, and shall be subject to the claims of the Bank’s creditors.
Premiums.
Payment of Premium. The Bank may pay each premium on the Insurance Policy(ies) to the Insurer on or before the due date of such premium or within the grace period allowed by the Insurance Policy(ies) for the payment of such premium.
Economic Benefit. The Bank shall determine the economic benefit attributable to the Employee based on the life insurance premium factor for the Employee’s age multiplied by the amount of current life insurance protection payable to the Employee’s beneficiary. The “life insurance premium factor” is the minimum amount required to be imputed under Treasury Regulation § 1.61-22(d)(3)(ii), or any subsequent applicable authority. The Bank shall impute the economic benefit to the Employee on an annual basis by adding the economic benefit to the Executive’s Form W-2, or, if applicable, Form 1099.
Bank’s Interests. Upon the death of the Executive and whereby death proceeds are payable by the Insurance Carrier, the Bank shall be entitled to receive an amount equal to all death benefits due under the Insurance Policy less those explicitly provided to the Employee’s designated beneficiary under Section 4 hereof (the “Bank’s Policy Interest”). The Bank’s Policy Interest shall be payable as provided in Section 6 of this Agreement. The Bank’s Policy Interest shall be reduced by any amount borrowed against the Insurance Policy(ies) by Bank.
Employee’s Interests. The Employee Death Benefit under this Agreement shall be an amount equal to the Net Amount at Risk (NAR), defined as the difference between the death benefit payable upon death of the insured pursuant to a life insurance policy and the accrued cash value of the life insurance policy at the time of death of the insured. The Employee shall have the limited right during the term of Employee’s employment with the Bank to designate and change the direct and contingent beneficiaries (collectively, the “Beneficiary”) of the Employee portion of the death benefits of the Insurance Policy (the “Employee Death Benefit”).
Beneficiary
Beneficiary Designation. The Employee’s Beneficiary designation shall be made in writing and delivered to the Bank in a form acceptable to the Insurer and Bank. Employee’s designated Beneficiary may be amended by the Employee from time to time during the term of this Agreement. Upon the acceptance by the Bank of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Bank shall be entitled to rely on the last Beneficiary Designation Form filed by the Employee and accepted by the Bank prior to the Employee’s death.
Beneficiary Acknowledgement. No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Bank or its designated agent.
Facility of Payment. If the Bank determines in its discretion that a benefit is to be paid to a minor, to a person incapable of handling the disposition of that person’s property, the Bank may direct payment of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Bank may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Employee and the Employee’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Agreement for such payment amount.
No Beneficiary Designation. If the Employee dies without a valid designation of Beneficiary, or if all designated Beneficiaries predecease the Employee, then the Employee’s surviving spouse shall be the designated Beneficiary. If the Employee has no surviving spouse, the benefits shall be made payable to the personal representative of the Employee’s estate.
Death Claims.
Bank’s Benefit. Upon the death of Employee, the Bank shall be entitled to receive a portion of the death benefits payable under the Insurance Policy equal to the Bank’s Policy Interest and the receipt of this amount by the Bank shall constitute satisfaction of the Bank’s rights under Section 3 of this Agreement.
Employee’s Benefit. Upon the death of Employee, the Beneficiary shall be entitled to receive the amount of the death benefits equal to the Employee Death Benefit and the receipt of this amount by the Beneficiary shall constitute satisfaction of the Employee’s rights under this Agreement.
Benefit Paid by Insurance Carrier. The benefit payable to Employee’s Beneficiaries shall be paid solely by the Insurer from the proceeds of the Insurance Policy(ies) on the life of the Insured. In no event shall the Bank be obligated to pay a death benefit under this Agreement from its general funds. Should an Insurer refuse or be unable to pay death proceeds endorsed to Insured under the express terms of this Agreement, or should the Bank cancel the Insurance Policy(ies) for any reason, neither Employee nor any Beneficiary shall be entitled to a death benefit.
Suicide or Misstatement. The amount of the benefit payable to Employee’s Beneficiaries may be reduced or eliminated if Employee fails or refuses to take a physical examination, to truthfully and completely supply such information or complete any forms as may be required by the Bank or the Insurer, or otherwise fails to cooperate with the requests of the Bank or the Insurer, or if Employee dies under circumstances such that the Insurance Policy(ies) does not pay a full death benefit, e.g., in the case of suicide within two years after a respective Insurance Policy date.
Termination of Agreement.
Termination Events. This Agreement shall automatically terminate on the occurrence of any of the following events prior to the death of the Employee:
Written notice given by either party to the other;
Termination of the employment of Employee (whether voluntary or involuntary); or
Bankruptcy, receivership or dissolution of the Bank.
Rights Upon Termination. If this Agreement is terminated pursuant to this Section 7, the Employee shall forfeit all rights hereunder, including the right to designate a Beneficiary, and Bank at its sole discretion may retain or terminate the Insurance Policy(ies).
Amendments. Prior to the Employee’s death, this Agreement may be amended or terminated, in whole or in part, by the Bank at its sole discretion; provided, however, that if the Employee’s interests are adversely affected, such amendment or termination by action of the Bank may not
become effective earlier than thirty days (30) after delivering a written notice of such action to the Employee. This Agreement may not be amended after the date of the Employee’s death.
Insurance Company Not a Party. The Insurer shall not be deemed a party to this Agreement for any purpose nor in any way responsible for its validity; shall not be obligated to inquire as to the distribution of any monies payable or paid by it under the Insurance Policy(ies); and shall be fully discharged from any and all liability under the terms of the Insurance Policy(ies) upon payment or other performance of its obligations in accordance with the terms of the Insurance Policy(ies). The Insurer shall not be bound by or be deemed to have notice of the provisions of this Agreement.
Administration
Plan Administrator. This Split Dollar Agreement shall be administered by a Plan Administrator, which shall consist of the Bank’s board of directors or such committee as the board shall appoint. The Employee may be a member of the Administrator.
Plan Administrator Duties. The Plan Administrator shall have the discretion and authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Agreement and (ii) decide or resolve any and all questions, including interpretations of this Agreement, as may arise in connection with this Agreement.
Binding Effect of Decisions. Any decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation, and application of this Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in this Agreement.
Indemnity of Plan Administrator. The Bank shall indemnify and hold harmless the members of the Plan Administrator, and those to whom management and operation responsibilities of the plan have been delegated, against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Split Dollar Agreement, except in the case of willful misconduct by the Plan Administrator or any of its members.
Information. To enable the Administrator to perform its functions, the Bank shall supply full and timely information to the Administrator on all matters relating to the date and circumstances of the retirement, death, or Termination of Employment of the Executive and such other pertinent information as the Administrator may reasonably require.
Claims and Review Procedure
Written Claim. A person who believes that he or she being denied a benefit to which he or she is entitled under this Agreement (hereinafter referred to as a "Claimant") may file a written request for such benefit with the Plan Administrator, setting forth his or her claim. The request must be addressed to the Bank at its then principal place of business.
Timing of Response. Upon receipt of a claim, the Plan Administrator shall advise the Claimant that a reply will be forthcoming within ninety (90) days and shall, in fact, deliver such reply within such period. The Plan Administrator may, however, extend the reply period for an additional ninety (90) days for reasonable cause. If the claim is denied in whole or in part, the Plan Administrator shall adopt a written opinion, using language calculated to be understood by the Claimant, setting forth:
The specific reason or reasons for such denial;
The specific reference to pertinent provisions of this Agreement on which such denial is based;
A description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation why such material or such information is necessary;
Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and
The time limits for requesting a review under Section 10.3 and for review under Section 10.4 hereof.
Request for Review. With sixty (60) days after the receipt by the Claimant of the written opinion described in Section 10.2, the Claimant may request in writing that the determination of the Plan Administrator be reviewed. Such request must be addressed to the Bank at its then principal place of business. The Claimant or his or her duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Plan Administrator. If the Claimant does not request a review of the Plan Administrator's determination within such sixty (60) day period, he or she shall be barred and estopped from challenging the Plan Administrator's determination.
Review of Decision. The Plan Administrator will review its determination within sixty (60) days after receipt of a request for review. After considering all materials presented by the Claimant, the Plan Administrator will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of this Agreement on which the decision is based. If special circumstances require that the sixty (60) day time period be extended, the Plan Administrator will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for review.
Binding Effect. This Agreement shall bind the Employee and the Bank and their respective heirs, beneficiaries, survivors, executors, administrators, representatives, successors, transferees and assigns, and any Insurance Policy Beneficiary.
No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Employee the right to remain an employee of the Bank, nor does it interfere with the Bank’s right to discharge the Employee. It also does not require the Executive to remain an employee nor interfere with the Employee’s right to terminate employment at any time.
Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BANK AND EMPLOYEE HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTIONS OF THE BANK IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT THEREOF. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
Entire Agreement; Oral Agreements Ineffective. This Agreement constitutes the entire and final agreement between the Bank and Employee as to the subject matter hereof and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.
No Third Party Beneficiaries. The benefits of this Agreement shall not inure to any third party. This Agreement shall not be construed as creating any rights, claims, or causes of action against Bank or any of its officers, directors, agents, or employees in favor of any person or entity other than Employee.
Severability. If any one or more of the provisions hereof is declared invalid, illegal, or unenforceable in any jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired, and that invalidity, illegality, or unenforceability in one jurisdiction shall not affect the validity, legality, or enforceability of the remaining provisions hereof.
Governing Law; Venue; Service of Process. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TENNESSEE. THIS AGREEMENT HAS BEEN ENTERED INTO IN BEDFORD COUNTY, TENNESSEE, AND IS PERFORMABLE FOR ALL PURPOSES IN BEDFORD COUNTY, TENNESSEE. THE PARTIES HEREBY AGREE THAT ANY LAWSUIT, ACTION, OR PROCEEDING THAT IS BROUGHT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED THEREBY, OR THE ACTIONS OF THE BANK IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT OF ANY OF THIS AGREEMENT SHALL BE BROUGHT IN A STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED IN BEDFORD COUNTY, TENNESSEE. EMPLOYEE HEREBY IRREVOCABLY AND UNCONDITIONALLY (A) SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, (B) WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH LAWSUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH COURT, AND (C) FURTHER WAIVES ANY CLAIM THAT IT MAY NOW OR HEREAFTER HAVE THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. EACH OF THE PARTIES HERETO AGREE THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED AT THE ADDRESS FOR NOTICES CONTAINED IN THE SIGNATURE PAGE OF THIS AGREEMENT.
Notices. Any notice, consent or demand required or permitted to be given under the provisions of this Agreement by one party to another shall be in writing, shall be signed by the party giving or making the same, and may be given either by delivering the same to such other party personally, or by mailing the same, by United States certified mail, postage prepaid, to such party, addressed to his or her last known address as shown on the records of the Bank. The date of such mailing shall be deemed the date of such mailed notice, consent or demand.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.

WILSON BANK & TRUST, BANK:	Kayla Hawkins, EMPLOYEE:
By: /s/ John C. McDearman III	By: /s/ Kayla Hawkins
---	---
Print Name: John C. McDearman III	Print Name: Kayla Hawkins
---	---
Title: Chief Executive Officer	Address:
---	---

WILSON BANK & TRUST

SPLIT DOLLAR LIFE INSURANCE AGREEMENT

BENEFICIARY DESIGNATION FORM

Executive: Kayla Hawkins

Social Security Number: ______ ____ ______

Definitions:

Primary Beneficiary means the person(s) who will receive the Benefits in the event of the Executive’s death. Proceeds will be divided in equal shares if multiple primary beneficiaries are named, unless otherwise indicated. If percentages are listed, the total must equal 100%.

Contingent Beneficiary means the person(s) who will receive the Benefits if the primary beneficiary is not living at the time of the Executive’s death.

Trust as Beneficiary Designation can be done by using the following written statement: “To [name of trustee], trustee of the [name of trust], under a trust agreement dated [date of trust].”

Primary Beneficiary DOB Social Security # Address % of Proceeds

____________________ ____ _______________ ___________________________ _______

Contingent Beneficiary DOB Social Security # Address % of Proceeds

____________________ ____ _______________ ___________________________ _______

The undersigned Executive acknowledges that Wilson Bank & Trust (“Bank”) is providing this Death Benefit subject to the terms and conditions of the Agreement entered into with Executive; only to the extent that the Death Benefit is actually paid by the Insurer, and that Bank is also entitled to separate benefits in the Policy.

_______________________________ _________

KAYLA HAWKINS Date

Acknowledged Receipt by the Bank:

____________________________

Officer

WILSON BANK & TRUST

SPLIT DOLLAR LIFE INSURANCE AGREEMENT

SCHEDULE OF POLICIES

KAYLA HAWKINS

Insurer: Tennessee Farmers Life Insurance Company

Policy Number: 210074107W

EX-10.3

Exhibit 10.3

THIRD AMENDMENT TO THE

WILSON BANK & TRUST SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

MADE EFFECTIVE MAY 22, 2015

This Third Amendment to Supplemental Executive Retirement Plan (the “Third Amendment”) is adopted this 23rd day of June, 2025, by and between Wilson Bank & Trust, a Tennessee corporation (the “Bank”) and John C. McDearman (the “Executive”).

WHEREAS, the Bank and the Executive have previously entered into a Supplemental Executive Retirement Plan made effective on May 22, 2015, (the “Agreement”), an unfunded arrangement maintained to encourage the Executive to remain an employee of the Bank by providing retirement benefits to the Executive upon his retirement, or other events as provided in the Agreement, payable out of the Bank’s general assets;

WHEREAS, the Bank and the Executive have previously entered into a First Amendment to Supplemental Executive Retirement Plan dated as of October 26, 2020 (the “First Amendment”) and a Second Amendment to Supplemental Executive Retirement Plan dated as of December 28, 2020 (the “Second Amendment”);

WHEREAS, the Bank and the Executive have agreed to amend the Agreement to provide for a change in the vesting of benefits provided in the Agreement without changing the time or form of benefits payable.

NOW, THEREFORE, for good and valuable consideration, the adequacy of which is acknowledged by the parties hereto, the Agreement is hereby amended as follows:

Paragraph 3.2 is hereby deleted in its entirety and replaced with the following:

3.2 Other Separation from Service. Notwithstanding any other provision herein, including Section 3.1 above, in the event the Executive should incur a Separation from Service on or after attainment of age sixty (60) but prior to attainment of Normal Retirement Age, provided the Executive has been continuously employed by the Employer for a minimum of thirty (30) years, (the “Section 3.2 Vesting Date”) for any reason other than death, Disability, or on or following a Change in Control, the Executive will be entitled to the monthly benefit payment provided for under Section 3.1, which benefit shall be payable in accordance with Section 3.1 as if the Executive had continued in service to the Bank to Normal Retirement Age, with such benefits commencing on the first (1st) day of the second month following the Executive’s Separation from Service following the Section 3.2 Vesting Date. Additionally, with regard to any other provision of this Agreement, a Separation from Service under this Section 3.2 on or after the Section 3.2 Vesting Date shall be treated as a Separation from Service following the Executive’s reaching Normal Retirement Age.

Paragraph 5.2 is hereby added to Article 5:

fifteen (15) years following the date that the Executive reaches the Normal Retirement Age (except on behalf of or with the prior written consent of the Bank), directly or indirectly on the Executive’s own behalf or in service to or on behalf of others, perform any services which are substantially the same as the services the Executive performed for the Bank for a business that is engaged in the business of banking within any county where the Bank has an office as of the date of this Agreement or the date of the Executive’s Separation from Service. For purposes of this Agreement, the term “business of banking” shall mean and be limited to a business that accepts deposits and makes loans. The Executive hereby agrees that, except in the case of benefit payments made under Sections 3.4 and 3.6, the payment to the Executive of the benefits hereunder is conditioned upon the Executive’s compliance with his obligations under this Section 5.2. The Executive agrees that the covenants contained in this Section 5.2 are of the essence of this Agreement; that each of the covenants contained in this Section 5.2 is reasonable and necessary to protect the business, interests and properties of the Bank, and that irreparable loss and damage will be suffered by the Bank should the Executive breach any of the covenants. Therefore, the Executive agrees and consents that, in addition to all the remedies provided by law or in equity, the Bank shall be entitled, in its discretion, to cease the payments provided for in Sections 3.1, 3.2 or 3.3 hereof and/or seek a temporary restraining order and temporary and permanent injunctions in the event of a breach or contemplated breach of any of the covenants set forth in this Section 5.2.

Except to the extent preempted by the laws of the United States of America, the validity, interpretation, construction and performance of this Third Amendment shall be governed by and construed in accordance with the laws of the State of Tennessee, without giving effect to the principles of conflict of laws of such state.

The Agreement, as amended by the First Amendment, the Second Amendment and this Third Amendment, is otherwise ratified and confirmed in all other respects.

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IN WITNESS WHEREOF, the Executive and a duly authorized officer of the Bank have signed this Amendment as of the date first written above.

EXECUTIVE

/s/ John C. McDearman III

WILSON BANK & TRUST

By: /s/ John Foster
Its: President
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EX-10.4

Exhibit 10.4

THIRD AMENDMENT TO THE

WILSON BANK & TRUST SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

MADE EFFECTIVE MAY 22, 2015

NOW, THEREFORE, for good and valuable consideration, the adequacy of which is acknowledged by the parties hereto, the Agreement is hereby amended as follows:

Paragraph 3.2 is hereby deleted in its entirety and replaced with the following:

Paragraph 5.2 is hereby added to Article 5:

The Agreement, as amended by the First Amendment, the Second Amendment and this Third Amendment, is otherwise ratified and confirmed in all other respects.

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IN WITNESS WHEREOF, the Executive and a duly authorized officer of the Bank have signed this Amendment as of the date first written above.

EXECUTIVE

/s/ John Foster

WILSON BANK & TRUST

By: /s/ John C. McDearman III
Its: Chief Executive Officer
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EX-10.5

Exhibit 10.5

THIRD AMENDMENT TO THE

WILSON BANK & TRUST SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

MADE EFFECTIVE MAY 22, 2015

WHEREAS, the Bank and the Executive have previously entered into a First Amendment to Supplemental Executive Retirement Plan dated as of September 26, 2016 (the “First Amendment”) and a Second Amendment to Supplemental Executive Retirement Plan dated as of October 26, 2020 (the “Second Amendment”);

NOW, THEREFORE, for good and valuable consideration, the adequacy of which is acknowledged by the parties hereto, the Agreement is hereby amended as follows:

Paragraph 3.2 is hereby deleted in its entirety and replaced with the following:

Paragraph 5.2 is hereby added to Article 5:

The Agreement, as amended by the First Amendment, the Second Amendment and this Third Amendment, is otherwise ratified and confirmed in all other respects.

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IN WITNESS WHEREOF, the Executive and a duly authorized officer of the Bank have signed this Amendment as of the date first written above.

EXECUTIVE

/s/ Clark Oakley

WILSON BANK & TRUST

By: /s/ John C. McDearman III
Its: Chief Executive Officer
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EX-10.6

Exhibit 10.6

FIRST AMENDMENT TO THE

WILSON BANK & TRUST SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

MADE EFFECTIVE NOVEMBER 19, 2018

This First Amendment to Supplemental Executive Retirement Plan (the “First Amendment”) is adopted this 23rd day of June, 2025, by and between Wilson Bank & Trust, a Tennessee corporation (the “Bank”) and Taylor Walker (the “Executive”).

WHEREAS, the Bank and the Executive have previously entered into a Supplemental Executive Retirement Plan made effective on November 19, 2018, (the “Agreement”), an unfunded arrangement maintained to encourage the Executive to remain an employee of the Bank by providing retirement benefits to the Executive upon his retirement, or other events as provided in the Agreement, payable out of the Bank’s general assets;

NOW, THEREFORE, for good and valuable consideration, the adequacy of which is acknowledged by the parties hereto, the Agreement is hereby amended as follows:

Paragraph 3.2 is hereby deleted in its entirety and replaced with the following:

Paragraph 5.2 is hereby added to Article 5:

Separation from Service. For purposes of this Agreement, the term “business of banking” shall mean and be limited to a business that accepts deposits and makes loans. The Executive hereby agrees that, except in the case of benefit payments made under Sections 3.4 and 3.6, the payment to the Executive of the benefits hereunder is conditioned upon the Executive’s compliance with his obligations under this Section 5.2. The Executive agrees that the covenants contained in this Section 5.2 are of the essence of this Agreement; that each of the covenants contained in this Section 5.2 is reasonable and necessary to protect the business, interests and properties of the Bank, and that irreparable loss and damage will be suffered by the Bank should the Executive breach any of the covenants. Therefore, the Executive agrees and consents that, in addition to all the remedies provided by law or in equity, the Bank shall be entitled, in its discretion, to cease the payments provided for in Sections 3.1, 3.2 or 3.3 hereof and/or seek a temporary restraining order and temporary and permanent injunctions in the event of a breach or contemplated breach of any of the covenants set forth in this Section 5.2.

Except to the extent preempted by the laws of the United States of America, the validity, interpretation, construction and performance of this First Amendment shall be governed by and construed in accordance with the laws of the State of Tennessee, without giving effect to the principles of conflict of laws of such state.

The Agreement, as amended by this First Amendment, is otherwise ratified and confirmed in all other respects.

(Next Page is Signature Page)

IN WITNESS WHEREOF, the Executive and a duly authorized officer of the Bank have signed this Amendment as of the date first written above.

EXECUTIVE

/s/ Taylor Walker

WILSON BANK & TRUST

By: /s/ John C. McDearman III
Its: Chief Executive Officer
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