LANDMARK BANCORP INC (LARK)

ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview.
Landmark Bancorp, Inc. is a financial holding company incorporated under the laws of the State of Delaware and is engaged in the banking
business through its wholly owned subsidiary, Landmark National Bank, and in the insurance business through its wholly owned subsidiary,
Landmark Risk Management, Inc. References to the “Company,” “we,” “us,” and “our” refer
collectively to Landmark Bancorp, Inc., Landmark National Bank and Landmark Risk Management, Inc. The Company is listed on the Nasdaq
Global Market under the symbol “LARK.” The Bank is dedicated to providing quality financial and banking services to its local
communities. Our strategy includes continuing a tradition of holding and acquiring quality assets while growing our commercial, commercial
real estate (“CRE”) and agriculture loan portfolios. We are committed to developing relationships with our borrowers and
providing a total banking service.

The
Bank is principally engaged in the business of attracting deposits from the general public and using such deposits, together with borrowings
and other funds, to originate one-to-four family residential real estate, construction and land, CRE, commercial, agriculture, municipal
and consumer loans. Although not our primary business function, we invest in certain investment and mortgage-related securities using
deposits and other borrowings as funding sources.

Landmark
Risk Management, Inc., which was formed and began operations in 2017, is a Nevada-based captive insurance company which provides property
and casualty insurance coverage to the Company and the Bank for which insurance may not be currently available or economically feasible
in the current insurance marketplace. Landmark Risk Management, Inc. is subject to the regulations of the State of Nevada and undergoes
periodic examinations by the Nevada Division of Insurance.

Our
results of operations depend generally on net interest income, which is the difference between interest income from interest-earning
assets and interest expense on interest-bearing liabilities. Net interest income is affected by regulatory, economic and competitive
factors that influence interest rates, loan demand and deposit flows. In addition, we are subject to interest rate risk to the degree
that our interest-earning assets mature or reprice at different times, or at different speeds, than our interest-bearing liabilities.
Our results of operations are also affected by non-interest income, such as service charges, loan fees, gains from the sale of newly
originated loans, gains or losses on investments and certain other non-interest related items. Our principal operating expenses, aside
from interest expense, consist of compensation and employee benefits, occupancy costs, professional fees, data processing expenses and
provision for credit losses.

We
are significantly impacted by prevailing economic conditions, including federal monetary and fiscal policies, and federal regulations
of financial institutions. Deposit balances are influenced by numerous factors such as competing investments, the level of income and
the personal rate of savings within our market areas. Factors influencing lending activities include the demand for housing and the interest
rate pricing competition from other lending institutions.

Currently,
our business consists of ownership of the Bank, with its main office in Manhattan, Kansas and 27 additional branch offices in central,
eastern, southeast and southwest Kansas, one loan production office in Kansas City, Missouri and our ownership of Landmark Risk Management,
Inc.

In
July 2026, we declared our 100th consecutive quarterly dividend, and we currently have no plans to change our dividend strategy
given our current capital and liquidity position. However, while we have achieved a strong capital base and expect to continue operating
profitably, our future dividend practice is dependent upon the performance of the economy and the Company’s overall performance.
In addition, as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, we will not be permitted to make capital
distributions (including for dividends and repurchases of stock) or pay discretionary bonuses to executive officers without restriction
if we do not maintain 2.5% in Common Equity Tier 1 Capital attributable to a capital conservation buffer, a standard we exceeded at June
30, 2026.

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Critical
Accounting Policies. Critical accounting policies are those which are both most important to the portrayal of our financial
condition and results of operations and require our management’s most difficult, subjective, or complex judgments, often as a result
of the need to make estimates about the effect of matters that are inherently uncertain. Our critical accounting policies relate to the
allowance for credit losses and the accounting for business combinations, each of which involve significant judgment by our management.
There have been no material changes to the critical accounting policies included under Item 7 “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025,
filed with the Securities and Exchange Commission on April 14, 2026.

Summary
of Results. During the second quarter of 2026, we recorded net earnings of $5.4 million, which was an increase of $1.0 million,
or 22.4%, from net earnings of $4.4 million in the second quarter of 2025. During the first six months of 2026, we recorded net earnings
of $10.5 million, which was an increase of $1.4 million, or 14.9%, from $9.1 million in the first six months of 2025. The increase in
net earnings during both periods was primarily related to an increase in net interest income which was driven by growth in interest income
on loans due to increased average loan balances and lower interest expense due to lower short-term interest rates and lower borrowing
balances.

The
following table summarizes earnings and key performance measures as of or for the periods presented:

Interest
Income. Interest income of $20.3 million for the quarter ended June 30, 2026 represented an increase of $153,000, or 0.8%, compared
to the same period of 2025. Interest income on investment securities increased $189,000, or 6.6%, to $3.1 million for the second quarter
of 2026, as compared to $2.9 million in the same period of 2025. The increase in interest income on investment securities was primarily
the result of an increase in yields, which increased from 3.34% in the second quarter of 2025 to 3.66% in the second quarter of 2026.
Partially offsetting the increase in yields was a decrease in the average balances of investment securities, which decreased from $363.9
million in the second quarter of 2025 to $349.8 million in the second quarter of 2026. Interest income on loans decreased $39,000, or
0.2%, to $17.1 million for the quarter ended June 30, 2026, compared to the same period of 2025, due to higher average balances, partially
offset by lower yields. Average loan balances increased $8.6 million from the second quarter of 2025. The yield on loans decreased from
6.37% in the second quarter of 2025 to 6.31% in the second quarter of 2026.

Interest
income of $40.5 million for the six months ended June 30, 2026 represented an increase of $1.1 million, or 2.7%, compared to the same
period of 2025. Interest income on loans increased $826,000, or 2.5%, to $34.4 million for the six months ended June 30, 2026, compared
to the same period of 2025 due to an increase in our average loan balances, which increased $26.7 million during the first six months
of 2026 compared to the same period in 2025. The increase in average balances was partially offset by a decrease in yields on loans which
decreased one basis point from 6.36% in the six months ended June 30, 2025 to 6.35% during the six months ended June 30, 2026. Interest
income on investment securities increased $219,000, or 3.8%, to $6.0 million for the first six months of 2026, as compared to $5.8 million
in the same period of 2025. The increase in interest income on investment securities was primarily the result of an increase in yields,
which increased from 3.32% in the first six months of 2025 to 3.61% in the first six months of 2026. Partially offsetting the higher
yields was a decrease in the average balances of investment securities which decreased from $370.8 million in the first six months of
2025 to $350.3 million in the first six months of 2026.

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Interest
Expense. Interest expense during the quarter ended June 30, 2026 decreased $1.2 million to $5.2 million, as compared to the same
period of 2025. Interest expense on interest-bearing deposits decreased $795,000 to $4.3 million for the quarter ended June 30, 2026,
as compared to the same period of 2025. Our total cost of interest-bearing deposits decreased from 2.14% in the second quarter of 2025
to 1.82% in the second quarter of 2026, as a result of lower rates on our deposits. The lower rates on interest-bearing deposits was
coupled with a decrease in average interest-bearing deposit balances, which decreased from $965.2 million in the second quarter of 2025
to $958.4 million in the second quarter of 2026. For the second quarter of 2026, interest expense on borrowings decreased $449,000 to
$822,000, as compared to the same period of 2025, due to a decrease in our average borrowings and repurchase agreements which decreased
$29.7 million from the second quarter of 2025 to the second quarter of 2026. Also contributing to lower interest expense was a decrease
in rates, which decreased from 4.98% in the second quarter of 2025 to 4.54% in the same period of 2026.

Interest
expense during the six months ended June 30, 2026 decreased $2.2 million to $10.4 million, as compared to the same period of 2025. Interest
expense on interest-bearing deposits decreased $1.4 million to $9.0 million for the six months ended June 30, 2026, as compared to the
same period of 2025. Our total cost of interest-bearing deposits decreased from 2.15% in the first six months of 2025 to 1.86% in the
first six months of 2026, as a result of lower rates on our deposits. The impact from lower rates was coupled with a decrease in average
interest-bearing deposit balances, which decreased from $972.5 million in the first six months of 2025 to $970.7 million in the first
six months of 2026.

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ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Safe
Harbor Statement Under the Private Securities Litigation Reform Act of 1995

Forward-Looking
Statements

This
document (including information incorporated by reference) contains, and future oral and written statements by us and our management
may contain, forward-looking statements, within the meaning of such term in the Private Securities Litigation Reform Act of 1995, with
respect to our financial condition, results of operations, plans, objectives, future performance and business. Forward-looking statements,
which may be based upon beliefs, expectations and assumptions of our management and on information currently available to management,
are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,”
“intend,” “estimate,” “may,” “will,” “would,” “could,” “should”
or other similar expressions, including the negatives of such expressions. Additionally, all statements in this document, including forward-looking
statements, speak only as of the date they are made, and we undertake no obligation to update any statement in light of new information
or future events.

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Our
ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material
adverse effect on operations and future prospects by us and our subsidiaries include, but are not limited to, the following:

These
risks and uncertainties should be considered in evaluating forward-looking statements, and undue reliance should not be placed on such
statements. Additional information concerning us and our business, including other factors that could materially affect our financial
results, is included in “Item 1A. Risk Factors” of this Annual Report on Form 10-K.

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CORPORATE
PROFILE AND OVERVIEW

Landmark
Bancorp, Inc. is a financial holding company incorporated under the laws of the State of Delaware and is engaged in the banking business
through its wholly-owned subsidiary, Landmark National Bank, and in the insurance business through its wholly-owned subsidiary, Landmark
Risk Management, Inc. The Company is listed on the Nasdaq Global Market under the symbol “LARK.” The Bank is dedicated to
providing quality financial and banking services to its local communities. Our strategy includes growing our commercial, CRE and agriculture
loan portfolios, while continuing to emphasize and maintain high quality assets. We are committed to developing relationships with
our borrowers and providing a total banking service.

The
Bank is principally engaged in the business of attracting deposits from the general public and using such deposits, together with borrowings
and other funds, to originate one-to-four family residential real estate, construction and land, CRE, commercial, agriculture, municipal
and consumer loans. Although not our primary business function, we do invest in certain investment and mortgage-related securities using
deposits and other borrowings as funding sources.

Our
results of operations depend generally on net interest income, which is the difference between interest income from interest-earning
assets and interest expense on interest-bearing liabilities. Net interest income is affected by regulatory, economic and competitive
factors that influence interest rates, loan demand and deposit flows. In addition, we are subject to interest rate risk to the degree
that our interest-earning assets mature or reprice at different times, or at different speeds, than our interest-bearing liabilities.
Our results of operations are also affected by non-interest income, such as service charges, loan fees, gains from the sale of newly
originated loans and gains or losses on investments, and certain other non-interest related items. Our principal operating expenses,
aside from interest expense, consist of, among others, compensation and employee benefits, occupancy costs, data processing expenses,
professional fees, amortization of intangibles expense, federal deposit insurance costs, and provision for credit losses.

We
are significantly impacted by prevailing economic conditions including federal monetary and fiscal policies and federal regulations of
financial institutions. Deposit balances are influenced by numerous factors such as competing investments, the level of income and the
personal rate of savings within our market areas. Factors influencing lending activities include the demand for housing, the interest
rate pricing competition from other lending institutions, and rates of inflation.

Currently,
our business consists of its ownership of the Bank, with its main office in Manhattan, Kansas and 28 additional offices in central,
eastern, southeast and southwest Kansas and Missouri, and our ownership of the Captive, a Nevada-based captive insurance company.

CRITICAL
ACCOUNTING POLICIES

Critical
accounting policies are those that are both most important to the portrayal of our financial condition and results of operations, and
require our management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about
the effect of matters that are inherently uncertain. Our critical accounting policies relate to the allowance for credit losses and goodwill,
both of which involve significant judgment by our management.

On
January 1, 2023, we adopted ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), commonly referred to as “CECL”,
which changed our allowance for credit losses from an incurred loss methodology to an expected loss methodology. The CECL model is subject
to changes in our economic forecast, which can impact the calculation of our allowance for credit losses substantially. Our most significant
critical accounting estimates relate to the allowance for credit losses on loans, which involve significant judgment by our management.
The analysis is updated on a quarterly basis based on historical loss information adjusted for current conditions and reasonable and
supportable forecasts. Additionally, the Company considers changes in economic and business conditions, changes in policies, procedures
and underwriting, changes in management or staff and their related experience, changes in nature and volume of the portfolio, changes
in loan review, changes in collateral values, changes in past due and non-accrual loans, changes in competition, legal and regulatory
issues, changes in concentrations and other qualitative factors, which impacts the estimate of future credit losses. These qualitative
factors comprise a significant portion of the Company’s allowance for credit losses. Based on a sensitivity analysis of all collectively
evaluated loan pools, a five basis point change in the qualitative risk factors across all loan categories would result in an increase
or decrease of $551,000 in the allowance for credit losses as of December 31, 2025. See Note 1 (Summary of Significant Accounting Policies)
to the Company’s consolidated financial statements in “Item 8. Financial Statements and Supplementary Data” of this
Annual Report on Form 10-K for a more detailed description methodology.

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We
have completed several business and asset acquisitions since 2002, which have generated significant amounts of goodwill. The initial
value assigned to goodwill is the residual of the purchase price over the fair value of all identifiable tangible and intangible assets
acquired and liabilities assumed. Goodwill is not amortized; however, it is tested for impairment at each calendar year end or more frequently
when events or circumstances dictate. The Company performed a qualitative assessment of factors to determine if it is more likely than
not that the fair value of a reporting unit is less than its carrying amount as of December 31, 2025. This assessment included a review
of macroeconomic conditions, industry and market specific considerations and other relevant factors including the Company’s market
capitalization, with control premiums and valuation multiples, compared to recent financial industry acquisition multiples for similar
institutions to estimate the fair value of the Company’s single reporting unit. The Company’s qualitative impairment test
indicated that its goodwill was not impaired. The Company can make no assurances that future impairment tests will not result in goodw

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