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TCNB Shareholder John Smolic’s Proxy Site.
John Smolic’s Nominees Universal Proxy Card
April 23, 2026
UNIVERSAL PROXY CARD TC FINANCIAL HOLDINGS, INC.
2026 Annual Meeting of Shareholders Date & Time: May 20, 2026, at 2:00 p.m. C.S.T. Location: Town Center Bank, 1938 E. Lincoln Hwy #201, New Lenox, IL 60451 THIS PROXY IS SOLICITED ON BEHALF OF JOHN SMOLIC. THE BOARD OF DIRECTORS OF TC FINANCIAL CORP. INC. IS NOT SOLICITING THIS PROXY. John Smolic’s Proxy Materials may be found at www.tcnbshareholders.com
Annual Meeting of Shareholders of the Company to be held on May 20, 2026, at 2:00 p.m. Central Time at Town Center Bank, 1938 E. Lincoln Hwy #201, New Lenox, IL 60451, or any adjournment thereof, with all powers which the undersigned would possess if present at the Meeting.
IMPORTANT VOTING INSTRUCTIONS There are two (2) board seats up for election. You may vote for up to TWO (2) directors in total. You may choose nominees from either John Smolic’s slate, the Company’s slate, or a combination of both. WARNING: If you mark a vote “FOR” with respect to more than two (2) nominees, your shares will NOT be voted with respect to Proposal 1 (Election of Directors).
PROPOSAL 1: ELECTION OF DIRECTORS
1A. Dissident Shareholder Nominees John Smolic recommends voting FOR the following Nominees. The Board recommends voting to WITHHOLD:
JOHN SMOLIC (59) ( ) For ( ) Withhold
JOHN JOYCE (61) ( ) For ( ) Withhold
1B. Company Nominees
John Smolic recommends voting to WITHHOLD. The Board recommends voting FOR.
JOSEPH PASCALE (68) ( ) For ( ) Withhold
THOMAS DILLON (71) ( ) For ( ) Withhold
PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
As discussed in further detail in the Company’s proxy statement, the Company’s Audit Committee is responsible for appointing the Company’s independent registered public accounting firm, and the Board has selected WIPFLI, LLP to serve as our independent registered public accounting firm for our fiscal year ending December 31, 2026. During 2025, WIPFLI served as the Company’s independent registered public accounting firm and also provided certain other services to the Company. JOHN SMOLIC MAKES NO RECOMMENDATION WITH RESPECT TO THIS PROPOSAL AND INTENDS TO VOTE HIS SHARES “FOR” THIS PROPOSAL. THE BOARD RECOMMENDS VOTING “FOR” THIS PROPOSAL.
RATIFICATION OF WIPFLI LLP ( ) For ( ) Against ( ) Abstain
PROPOSAL 3: OTHER BUSINESS Such other business as may properly come before the meeting or any adjournment thereof. JOHN SMOLIC RECOMMENDS VOTING AGAINST ANY UNKNOWN PROPOSALS.
TRANSACT OTHER BUSINESS ( ) For ( ) Against ( ) Abstain
AUTHORIZED SIGNATURES This section must be completed for your vote to be counted. Date and Sign Below. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by an authorized officer.
NAME OF SHAREHOLDER OR PROXY:: __________________________________________________________________________
SIGNATURE 1: _______________________________________ SIGNATURE 2: _________________________________________
TITLE (IF APPLICABLE): _______________________________ SHARE CERTIFICATE # IF KNOWN: _______________________
DATE: ______________________________________
When signing as attorney, executor, administrator, trustee, guardian or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
TCNB Shareholder John Smolic’s Proxy Statement
April 23, 2026
Finish Setup
2026 ANNUAL MEETING OF SHAREHOLDERS
OF
TC FINANCIAL HOLDINGS INC.
_________________________
PROXY STATEMENT
OF
JOHN SMOLIC
APRIL 23, 2026
_________________________
PLEASE SIGN, DATE AND MAIL THE ENCLOSED WHITE UNIVERSAL PROXY CARD TODAY
John Smolic, and his corporation, MonMon Inc., are the beneficial owners of an aggregate of 138,311 shares of common stock, par value $0.01 per share (the “TCNB Common Stock”), of TC Financial Holdings, Inc., an Illinois corporation (“TCNB” or the “Company”). Mr. Smolic believes that additional transparency will be created by adding an outside director to the Company’s board of directors (the “Board”) that will provide public reports to shareholders and encourage the other Board members to act in the interests of shareholders. Mr. Smolic seeks your support at the Company’s 2026 annual meeting of shareholders scheduled to be held on May 20, 2026 at 2:00 p.m., Central Time, at Town Center Bank, 1938 E. Lincoln Hwy, Suite 201, New Lenox, Illinois 60451(including any adjournments or postponements thereof and any meeting which may be called in lieu thereof, the “Annual Meeting”), for the following:
1.
2. To elect John Smolic to the Board as a Director, to serve until the 2029 annual meeting of shareholders (the “2029 Annual Meeting”) or until the earlier of their resignation or their respective successors shall have been duly elected and qualified.
To elect John Joyce, Esq., to the Board as a Director, to serve until the 2029 Annual Meeting or until the earlier of their resignation or their respective successors shall have been duly elected and qualified.
This Proxy Statement and the enclosed WHITE universal proxy card are first being mailed to shareholders on or about April 23, 2026.
Through the attached Proxy Statement and enclosed WHITE universal proxy card, Mr. Smolic solicits proxies to elect himself and John Joyce as nominees. Mr. Smolic will each be using a universal proxy card for voting on the election of directors at the Annual Meeting, which will include the names of all nominees for election to the Board, while the Company used its own proxy card that did not provide the ability to vote for Mr. Smolic’s nominees. Shareholders will have the ability to vote for John Smolic on the enclosed WHITE universal proxy card.
Your vote to elect Mr. Smolic’s nominees may have the legal effect of replacing the Company’s incumbent directors. If elected, John Smolic, subject to his fiduciary duty as director, will seek to work with the other members of the Board to increase shareholder value through (i) greater transparency, (ii) eliminating the so-called “chill” placed on the Company’s stock by the Depository Trust & Clearing Corporation that prevents the orderly trading and fair pricing of TCNB’s stock on the over the counter market, (iii) conveying new business ideas to the bank; and (iv) communicating with shareholders and presenting their ideas, complaints, or suggestions to the Board. However, if elected, Mr. Smolic’s nominees will constitute a minority on the Board and there can be no guarantee that they will be able to implement the actions that they believe are necessary to accomplish those objectives. There is no assurance that any of the Company’s nominees will serve as directors if Mr. Smolic’s nominees are elected. The names, background and qualifications of the Company’s nominees, and other information about them, can be found in the Company’s proxy statement.
On February 18, 2026, believing that the Company’s Board of Directors allowed up to thirteen directors, John Smolic nominated three proposed directors to the Company’s Board of Directors for election at the May 20, 2026, annual meeting. These nominees included John Smolic, John Joyce, Esq., and Adrejs Bunkse, Esq. The Company acknowledged receiving the Smolic nominations on February 25, 2026.
On March 5, 2026, using funds from the capital of the Company, the Directors, without communicating with shareholders, retained the high priced law firm of Vedder Price to communicate with Mr. Smolic. The Company’s legal counsel notified Mr. Smolic that it previously provided him an incorrect version of the bylaws and that on August 19, 2025, apparently without any form of notice or consent of the shareholders, the Directors unilaterally reduced the number of directors from between five and fifteen to “five and nine.” In addition, the Company’s legal counsel solicited the proposed nominees to provide a Federal Reserve of Governors background report form FR 2081c.
On or about March 13, 2026, Mr. Smolic’s nominees complied with the Company’s request for information.
From that period, no further communication was received from the Company about the Smolic nomination.
In mid-April 2026, one of Mr. Smolic’s nominees contacted legal counsel for the Company regarding the status of the nominations and was informed that the nomination committee did not intend to put forth the Smolic nominations.
Thereafter, Mr. Smolic received a proxy from the Company dated April 8, 2026, that did not provide shareholders an opportunity to vote for the Smolic nominees. The explanation provided by the Company in their proxy statement was that, “The Company has received nominations from a shareholder with respect to three individuals to serve as directors of the Company. Neither the Board of Directors nor the Company is soliciting proxies for the election of these shareholder-nominated nominees, and as of the date of this Proxy Statement, the Company is not aware of any separate solicitation of proxies by such shareholder.The Board of Directors recommends that shareholders only vote ‘FOR’ the two director nominees named herein, and vote ‘WITHHOLD’ on any shareholder-nominated nominees at the Annual Meeting.”
Mr. Smolic believes that the failure of the Board to allow shareholders to vote on Mr. Smolic’s nominations for directors, coupled with their failure to communicate with Mr. Smolic as to their decision which prevented an earlier alternative proxy, constitutes bad faith and a breach of duty to shareholders. Mr. Smolic, however, is committed to defending against, what he views as, an attempt to prevent him from exercising its rights as a shareholder and creating a Company that respects the shareholders and their interests.
Shareholders are permitted to vote for less than two nominees or for any combination (up to two total) of Mr. Smolic’s nominees and the Company’s nominees. Mr. Smolic believes the best opportunity for his Nominees to be elected is by voting on the WHITE universal proxy card. Mr. Smolic therefore urges shareholders using the WHITE universal proxy card to vote “FOR” both of Mr. Smolic’s Nominees. IMPORTANTLY, IF YOU MARK MORE THAN TWO “FOR” BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS, ALL OF YOUR VOTES FOR THE ELECTION OF DIRECTORS MAY BE DEEMED INVALID.
Mr. Smolic and his enterprise, MonMon Inc., are deemed participants in this proxy solicitation.
As of the date hereof, the participants in this solicitation collectively own 138,311 shares of TCNB Common Stock (the “Smolic Shares”). Mr. Smolic intends to vote such shares FOR the election of his nominees.
The Company has set March 25, 2026, as the record date for determining shareholders entitled to notice of and to vote at the Annual Meeting (the “Record Date”). A shareholder may mail his proxy, or revised proxy card, to Karen Morgan, Corporate Secretary, TC Financial Holdings, Inc., 1938 E. Lincoln Hwy, Suite 201, New Lenox, Illinois 6045. .Shareholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting or via proxy at any time prior to the meeting or at the meeting. According to the Company’s proxy statement, as of the Record Date, there were 2,333,660 shares of TCNB Common Stock outstanding.
We urge you to carefully consider the information contained in the Proxy Statement and then support Mr. Smolic’s efforts by signing, dating and returning the enclosed universal proxy card today.
THIS SOLICITATION IS BEING MADE BY JOHN SMOLIC AND NOT ON BEHALF OF THE BOARD OR MANAGEMENT OF THE COMPANY. MR. SMOLIC IS NOT AWARE OF ANY OTHER MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING OTHER THAN AS SET FORTH IN THIS PROXY STATEMENT AND MATTERS RELATING TO THE VOTING OF THE AUDITOR, A MATTER WHICH MR. SMOLIC EXPRESSES NO OPINION ABOUT. SHOULD OTHER MATTERS, WHICH MR. SMOLIC IS NOT AWARE OF A REASONABLE TIME BEFORE THIS SOLICITATION, BE BROUGHT BEFORE THE ANNUAL MEETING, MR. SMOLIC RECOMMENDS VOTING AGAINST THE PROPOSALS DUE TO A LACK OF TRANSPARENCY.
MR. SMOLIC URGES YOU TO VOTE “FOR” HIS NOMINEES BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED WHITE UNIVERSAL PROXY CARD TODAY. PLEASE SIGN, DATE AND RETURN THE WHITE UNIVERSAL PROXY CARD VOTING “FOR” THE ELECTION OF THE SMOLIC NOMINEES BY SENDING IT TO THE CORPORATE SECRETARY TO REPLACE ANY CARD YOU MAY HAVE ALREADY SIGNED.
IF YOU HAVE ALREADY SENT A PROXY CARD FURNISHED BY COMPANY MANAGEMENT OR THE BOARD, YOU MAY REVOKE THAT PROXY AND VOTE ON EACH OF THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT BY SIGNING, DATING AND RETURNING THE ENCLOSED WHITE UNIVERSAL PROXY CARD. THE LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING TO KAREN MORGAN, CORPORATE SECRETARY, TC FINANCIAL HOLDiNGS INC., 1938 E. LINCOLN HWY., SUITE 201, NEW LENOX, IL 60451.
IMPORTANT
Your vote is important, no matter how many shares of TCNB Common Stock you own. Mr. Smolic urges you to sign, date, and return the enclosed WHITE universal proxy card today to vote FOR the election of Mr. Smolic’s Nominees and in accordance with his recommendations on the other proposals on the agenda for the Annual Meeting.
If your shares of TCNB Common Stock are registered in your own name, please sign and date the enclosed WHITE universal proxy card and return it to Karen Morgan, Corporate Secretary, TC Financial Holdings, Inc., 1938 E. Lincoln Hwy, Suite 201, New Lenox, Illinois 60451.. The card must reach the Company’s Corporate Secretary on or before May 19, 2026.
If your shares of TCNB Common Stock are held in a brokerage account, you are considered the beneficial owner of the shares of TCNB Common Stock, and these proxy materials, together with a WHITE voting form, are being forwarded to you by your broker. As a beneficial owner, if you wish to vote, you must instruct your broker how to vote. Your broker cannot vote your shares of TCNB Common Stock on your behalf without your instructions. If you do not receive the opportunity to vote for Mr. Smolic’s nominees through your broker, you should seek a Legal Proxy from them.
Depending upon your broker, you may be able to vote either by toll-free telephone or by the Internet. You may vote by signing, dating and returning the enclosed voting form and sending it to the Company’s Secretary.
As Mr. Smolic is using a “universal” proxy card containing his nominees as well as the Company’s nominees, there is no need to use any other proxy card regardless of how you intend to vote. Mr. Smolic strongly urges you NOT to sign or return any gold or other proxy cards or voting instruction forms that you may receive from TCNB. Even if you return the proxy card marked “withhold” as a protest against the incumbent directors, it will revoke any proxy card you may have previously sent. The last received proxy card will be the one that counts.
QUESTIONS AND ANSWERS
Q: Who is making this solicitation?
A: This solicitation is being made by John Smolic, a businessman. More information on Mr. Smolic’s background is found in the nomination section of this proxy statement..
Q: Why is Mr. Smolic making this solicitation?
A: Despite the Board having five to nine seats, and prior to mid-2025, five to fifteen seats, the Company failed to provide the shareholders an opportunity to vote for Mr. Smolic’s nominees which included himself and two respected attorneys. Because only two seats are up for election, despite having two empty seats, and as the Board does not appear amenable to opening another seat for Mr. Smolic’s nominees, he presents shareholders with two nominees to compete with the Company’s nominees. Mr. Smolic had to take this action because he believes that the Board and the Company’s executive management team have failed to maintain transparency and respect for the Company’s owners– shareholders like yourself. Presently, the Board of Directors consists of local business people in Illinois who collectively own less than 3% of the outstanding shares. Despite the bank being owned by investors, some who have paid $10 per share in the early 2000s and have not seen any return on their investment, management does not disclose to shareholders important information such as executive compensation, the identities of major vendors, or other crucial data. The stock has had a “chill” placed on it by the Depository Trust & Clearing Corporation over a decade ago because of a problem with the prior transfer agent. The consequence of this is that persons interested in buying the stock are unable to do so because most brokers do not allow opening orders for “chilled” stock symbols. Yet, management issued a compensation plan that allowed insiders to receive options to purchase shares based on the artificially low trading price even though the book value of the Company is over 20% higher than the share price. This rewards management and the directors for not fixing the “chill” problem and maintaining a low share price through non-disclosure. While shareholders understand by visiting the bank’s website that the Company is a bank holding company, and that the bank offers mortgages, deposit accounts, and white labeled credit cards, there is no disclosure of much else. Mr. Smolic believes that, through transparency, shareholders will become engaged, bring business to the Company, and that new ideas for products and services can be considered.
Q: How do I know that Mr. Smolic’s views regarding TCNB are nothing more than the opinion of one unhappy shareholder?
A: Mr. Smolic, during calls where he offered to purchase shares, listened to shareholders’ concerns about the Company. He believes that many shareholders are dismayed by the lack of transparency. Unfortunately, the Company, being less than transparent, has not released voting results from the prior years which would provide shareholders with information as to the feelings of other shareholders. As a shareholder, looking at the information released, you can make your own decision as to whether the Company needs better interaction with its owners – the shareholders – or whether management should continue spending money engaging high priced attorneys to continue operating a business in secrecy without disclosure or interaction with shareholders.
Q: Has the Board interviewed Mr. Smolic’s Nominees? If not, why?
A: The Board, through its expensive attorneys, requested certain background data which was provided. In the past, the Board caused their legal counsel to threaten Mr. Smolic because he called shareholders and offered to buy shares from some of them. Last year, Mr. Smolic had what he thought was a good conversation with Dan Regan, the Company’s President, when negotiating to obtain a list of shareholders. However, the Board never actively engaged with Mr. Smolic.
Q: Is Mr. Smolic an “activist investor?”
A: While Mr. Smolic does not consider himself an “activist investor,” he is submitting a request that shareholders vote for his nominees to make things more transparent and so, hopefully, he can help bring new business to the Company.
Q: Is Mr. Smolic advocating a sale of the Company or entry into marijuana banking or gaming banking?
A: Due to the lack of transparency by the Company, it is hard to tell what would be in the best interests of the shareholders and the Company. However, Mr. Smolic did not invest in the Company hoping for it to be sold. As to new business opportunities, Mr. Smolic would exercise his fiduciary duties as to his votes after being fully informed about the law, regulations, profitability, and costs of any new product or area of banking.
Q: What is Mr. John Joyce’s relationship to Mr. Smolic?
A: In the past, Mr. Smolic, through companies he has involved himself with, retained Mr. Joyce’s law firm for certain legal services. Mr. Joyce has not been engaged and is not representing Mr. Smolic or MonMon, Inc. in any manner in connection with this Proxy Statement. Mr. Joyce has neither verified nor taken a position with regard to the issues, complaints and claims stated in the Proxy Statement. If nominated and elected to the Board as a director, Mr. Joyce will independently vote and carry out his fiduciary duties, which may or may not be aligned with Mr. Smolic or for that matter, any of the other Board members.
Q: Why is the Company not using a universal proxy card?
A: The Company has unfortunately taken, what Mr. Smolic believes, a mistaken view as to their obligations when a shareholder provides the Board with proposed nominees. In this case, the Board originally communicated as if they intended to allow shareholders to consider Mr. Smolic’s nominations, but then they simply stopped communicating. The Board, without advanced notice to Mr. Smolic, issued their own proxy omitting his nominations. Mr. Smolic, therefore, has asked the Company to forward this proxy to Broadridge for shareholders with their shares in brokerage accounts and he will be sending the proxy to shareholders.
REASONS FOR THE SOLICITATION
Mr. Smolic believes that TCNB’s lack of transparency since the Company’s inception requires a director in favor of making information available to the shareholders, improving the tradability of the stock, and looking at potential new business services to achieve better profits. While the Company has “independent” directors, none are true outsiders as Mr. Smolic is. An outsider is needed to provide shareholders with a voice in the operation of a business whose management does not own.
PROPOSAL 1
ELECTION OF DIRECTORS
The Company currently has a classified Board, which is divided into three (3) classes. The directors in each class are elected for staggered terms such that the term of office of one (1) class of directors expires at each annual meeting of shareholders. John Smolic believes that the terms of two Class I directors expire at the Annual Meeting. Mr. Smolic is seeking your support at the Annual Meeting to elect his two nominees, himself, John Smolic, and John Joyce, Esq,, each of whom is independent of the Company, for terms ending at the 2029 Annual Meeting.
Your vote to elect Mr. Smolic’s nominees may have the legal effect of replacing two incumbent directors of the Company unless the Board chooses to add directors. If elected, Mr. Smolic’s Nominees will represent a minority of the members of the Board, and therefore it is not guaranteed that they will be able to implement any actions that they may believe are necessary to enhance transparency and shareholder value. However, Mr. Smolic believes the election of his Nominees is an important step in the right direction for transparency, enhancing long-term value at the Company, and respect for shareholders. There is no assurance that any incumbent director will serve as a director if Mr. Smolic’s nominees are elected to the Board. You should refer to the Company’s proxy statement for the names, background, qualifications and other information concerning the Company’s nominees.
This Proxy Statement is soliciting proxies to elect Mr. Smolic’s Nominees. Mr. Smolic provided notice to the Company and he intends to solicit the holders of TCNB Common Stock representing at least 67% of the voting power of TCNB Common Stock entitled to vote on the election of directors in support of director nominees other than the Company’s nominees.
THE SMOLIC NOMINEES
The following information sets forth the name, age, business address, present principal occupation, and employment and material occupations, positions, or offices for the past five (5) years of each of Mr. Smolic’s Nominees. The specific experience, qualifications, attributes and skills that led Mr. Smolic to conclude that his Nominees should serve as directors of the Company are set forth below.
Each of Mr. Smolic’s nominees are citizens of the United States of America.
JOHN SMOLIC
John Smolic, a successful entrepreneur, has extensive knowledge starting, building, and selling companies in multiple industries. Mr. Smolic has served as a Director, President, CEO and Chairman of multiple companies.In 2002, Mr. Smolic founded Electronic Game Solutions, Inc. and currently serves as the company’s Executive Chairman of the Board. EGS is a leading manufacturer and distributor of software and hardware systems throughout the United States, including tribal, and certain international jurisdictions. Mr. Smolic has been instrumental in all negotiations to obtain licenses to operate, and contract negotiations with prospective clients.EGS specializes in providing point of sale, verification, inventory control, accounting, and player tracking software with its gaming systems. EGS has been a preferred vendor for a major cruise line for over fifteen years.
In 2016, Smolic founded PennAlt Organics, Inc. with the goal to obtain a medical marijuana Grower/Processor license in the Commonwealth of Pennsylvania. Serving as the company’s Director, President and CEO, he spearheaded PennAlt’s efforts to obtain a license. Over 1,500 highly qualified, national, international, public, and well financed companies applied for only twenty-five licenses. Mr. Smolic not only won a license, but PennAlt received the highest score of all the applicants in the entire state. PennAlt’s score was the only score over 800 points and PennAlt won with a commanding lead having a larger point spread between first and second place than any of the other remaining twenty-four licenses. While Mr. Smolic is no longer working with PennAlt, he continues to work as a consultant in the industry and advocate of medical marijuana if administered correctly by strictly managing cannabinoid content and the exact amount of the medicine that is being administered.
Mr. Smolic has also worked in the advertising, music video, news network, retail, distribution, LED lighting and real estate industries. Mr. Smolic holds a B.A. from the Marquette University School of Journalism.
JOHN JOYCE, ESQ.
John Joyce is the President and a shareholder of Grenen & Birsic, P.C., a boutique law firm, located in Pittsburgh, Pennsylvania, representing banks, financial institutions and businesses. He also chairs the firm’s litigation group focusing his practice on secured creditors’ rights in commercial cases in state and federal courts, including bankruptcy court. He has litigated cases, including jury trials in state and federal court, with evidentiary issues involving forensic fraud, business valuations, the feasibility of business reorganization and Daubert challenges. Mr. Joyce is a Master with the American Inns of Court, Hay-Sell Chapter having served on that organization’s Awards and Legal Education Program Committees. He has also served as council member with the Bankruptcy and Commercial Law Section of the Allegheny County Bar Association and presented continuing legal education programs on matters ranging from trial tactics to strategies for secured creditors facing problem loans. He is admitted to the bar of Pennsylvania, the U.S. Court of Appeals, Third Circuit, U.S. District Court for the Western
District of Pennsylvania, U.S. District Court, Eastern District of Pennsylvania, U.S. District Court, Middle District of Pennsylvania, and the U.S. District Court for the Eastern District of Wisconsin. Mr. Joyce has been admitted Pro Hac Vice for litigation matters in courts in California, Florida, Ohio, West Virginia, Wyoming and the U.S. Virgin Islands. He is a graduate of Marquette University (B.A., 1987; J.D., 1990), the recipient, Honorable James G. Fulton Scholarship and interned with the United States House of Representatives while studying at Georgetown
University. Mr. Joyce currently serves as a board member and the secretary of the Los Sabrosos Arts Council, a non-profit organization promoting arts in the Pittsburgh area. He has served on the boards of the Pittsburgh Jesuit Alumni Speakers Program and Marquette Club of Pittsburgh, the advisory board of the Bridgeville Public Library, and as a member of the Pastoral Council for Holy Child Catholic Church. Additionally, Mr. Joyce has volunteered with the Neighborhood Legal Services and as basketball coach for 9 years at Holy Child Catholic Grade School and at Bethany Presbyterian Church, Bridgeville, PA.
Other than as stated herein, there are no arrangements or understandings among Mr. Smolic or any other person or persons pursuant to which the nomination of the Smolic Nominees described herein is to be made, other than the consent by each of the Smolic Nominees to be named as a nominee in any proxy statement relating to the Annual Meeting and serving as a director of the Company if elected as such at the Annual Meeting. Other than as stated herein, Mr. Smolic’s Nominees are not a party adverse to the Company or any of its subsidiaries nor do Mr. Smolic’s Nominees have a material interest adverse to the Company or any of its subsidiaries in any material pending legal proceeding. (However, Mr. Smolic may need to institute litigation in the event the Company takes actions to prevent Mr. Smolic from exercising his rights or preventing shareholders from voting for his nominees). Except as disclosed herein, Mr. Smolic believes that each of his Nominees presently is, and if elected as a director of the Company, would qualify as, an “independent director” within the meaning of Section 301 of the Sarbanes-Oxley Act of 2002. None of Mr. Smolic’s nominees is a member of the Company’s compensation, nominating or audit committee that is not independent under any such committee’s applicable independence standards.Except as set forth in this Proxy Statement (including the Schedules hereto), (i) during the past 10 years, none of Mr. Smolic’s Nominees has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) Only Mr. Smolic directly or indirectly beneficially owns any securities of the Company; (iii) no Nominee owns any securities of the Company which are owned of record but not beneficially; (iv) Only Mr. Smolic has purchased, but has not sold any securities of the Company, during the past two years; (v) no part of the purchase price or market value of the securities of the Company owned by any Nominee is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no Nominee is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies, except that Mr. Smolic entered into purchase agreements with prior shareholders to acquire his shares; (vii) no associate of any Nominee owns beneficially, directly or indirectly, any securities of the Company; (viii) no Nominee owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) no Nominee or any of his associates or immediate family members was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no Smolic Nominee or any of his associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party; (xi) no Nominee has a substantial interest, direct or indirect, by securities holdings or otherwise in any matter to be acted on at the Annual Meeting; (xii) no Nominee holds any positions or offices with the Company; (xiii) no Smolic Nominee has a family relationship with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer; and (xiv) no companies or organizations, with which any of the Smolic Nominees has been employed in the past five years, is a parent, subsidiary or other affiliate of the Company. There are no material proceedings to which any Nominee or any of his associates is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries, except as to disputes with the Company regarding the Smolic nomination and any alleged interference in the nomination process. Except as disclosed herein, none of the Smolic Nominees nor any of their associates has received any fees earned or paid in cash, stock awards, option awards, non-equity incentive plan compensation, changes in pension value or nonqualified deferred compensation earnings or any other compensation from the Company during the Company’s last completed fiscal year. Mr. Smolic does not expect that the Smolic Nominees will be unable to stand for election, but, in the event any of Mr. Smolic’s Nominees is unable to serve or for good cause will not serve, the shares of TCNB Common Stock represented by the enclosed WHITE universal proxy card will be voted for substitute nominee(s), to the extent this is not prohibited under the Company’s Amended Bylaws (the “Bylaws”) and applicable law. In addition, Mr. Smolic reserves the right to nominate substitute person(s) if the Company makes or announces any changes to the Bylaws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying any Nominee, to the extent this is not prohibited under the Bylaws and applicable law. In any such case, Mr. Smolic would identify and properly nominate such substitute nominee(s) in accordance with the Bylaws and the shares of TCNB Common Stock represented by the enclosed WHITE universal proxy card will be voted for such substitute nominee(s). Mr. Smolic reserves the right to nominate additional person(s), to the extent this is not prohibited under the Bylaws and applicable law, if the Company increases the size of the Board above its existing size or increases the number of directors whose terms expire at the Annual Meeting.
Certain information about the Company’s nominees are set forth in the Company’s proxy statement. Mr. Smolic is not responsible for the accuracy of any information provided by or relating to TCNB or its nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, TCNB or any other statements that TCNB or its representatives have made or may otherwise make.
Shareholders are permitted to vote for less than two nominees or for any combination (up to two total) of the Smolic Nominees and the Company’s nominees on the WHITE universal proxy card. IMPORTANTLY, IF YOU MARK MORE THAN TWO “FOR” BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS, ALL OF YOUR VOTES FOR THE ELECTION OF DIRECTORS MAY BE DEEMED INVALID. MR. SMOLIC URGES YOU TO VOTE “FOR” THE ELECTION OF THE SMOLIC NOMINEES ON THE ENCLOSED WHITE UNIVERSAL PROXY CARD AND “WITHHOLD” FOR THE COMPANY’S NOMINEES.
PROPOSAL 2
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
As discussed in further detail in the Company’s proxy statement, the Company’s Audit Committee is responsible for appointing the Company’s independent registered public accounting firm, and the Board has selected WIPFLI, LLP to serve as our independent registered public accounting firm for our fiscal year ending December 31, 2026. During 2025, WIPFLI served as the Company’s independent registered public accounting firm and also provided
certain other services to the Company. JOHN SMOLIC MAKES NO RECOMMENDATION WITH RESPECT TO THIS PROPOSAL AND INTENDS TO VOTE HIS SHARES “FOR” THIS PROPOSAL.
PROPOSAL 3
OTHER BUSINESS: Such other business as may properly come before the meeting or any adjournment thereof. JOHN SMOLIC RECOMMENDS VOTING AGAINST ANY UNKNOWN PROPOSALS.
VOTING AND PROXY PROCEDURES
Except with respect to the election of directors, each shareholder is entitled to one vote for each share held. Only shareholders of record on the Record Date of March 31, 2026, will be entitled to vote at the Annual Meeting or at any adjournments. Shareholders who sell their shares of TCNB Common Stock before the Record Date (or acquire them without voting rights after the Record Date) may not vote such shares. Shareholders of record on the Record Date will retain their voting rights in connection with the Annual Meeting even if they sell such shares after the Record Date. Based on publicly available information, Mr. Smolic believes that the only outstanding class of securities of the Company entitled to vote at the Annual Meeting is the TCNB Common Stock.
The Company has a classified Board, which is currently divided into three classes. The terms of three Class I directors expire at the Annual Meeting. Through the attached Proxy Statement and enclosed WHITE universal proxy card, Mr. Smolic is soliciting proxies to elect his Nominees.
Shareholders are permitted to vote for less than two nominees or for any combination (up to two total) of Mr. Smolic’s Nominees and the Company’s nominees on the WHITE universal proxy card. Mr. Smolic believes the best opportunity for his Nominees to be elected is by voting on the WHITE universal proxy card. Mr. Smolic therefore urges shareholders using Mr. Smolic’s WHITE universal proxy card to vote “FOR” the Smolic Nominees.
IMPORTANTLY, IF YOU MARK MORE THAN TWO “FOR” BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS, ALL OF YOUR VOTES FOR THE ELECTION OF DIRECTORS MAY BE DEEMED INVALID.
Quorum
A quorum requires the presence, in person or by proxy, of shareholders holding at least one-third (33?%) of the Company Shares outstanding on the record date. The Company will count the following shares as present at the Meeting for the purpose of determining a quorum:
• Company Shares present in person at the Meeting, whether voting or not.
• Company Shares represented by valid proxies, whether the shareholder has voted upon or abstained on any matter; or
• Company Shares represented by valid proxies from a broker with or without indication of how the shares are to be voted.
Votes Required
With respect to Proposal 1, Election of Directors, a plurality of the votes cast will be sufficient to elect the directors, which means that the nominees that receive the highest number of votes cast “for” their election will be elected as directors, even if the nominees do not receive a majority of the votes cast.
With respect to Proposal 2, Ratification of the Appointment of the Independent Registered Accounting Firm, the affirmative vote of a majority of the votes cast by shareholders entitled to vote and represented at the Meeting, in person or by proxy, will be required to approve the Proposal.
With respect to Proposal 3, Other Business, the Company’s proposal and plan to vote as their directors wish without informing shareholders appears inappropriate. As the subject matter appears unclear, or is not yet known, it cannot be stated what methods will be used to determine whether a proposal passes.
VOTING OF PROXIES
Daniel Regan, President & CEO the named proxy, will vote shares represented by a properly executed proxy card received in time for the Meeting in the manner specified in each proxy according to the Company’s proxy statement so long as delivered before May 29, 2026, to Karen Morgan, Corporate Secretary, TC Financial Holdings, Inc., 1938 E. Lincoln Hwy, Suite 201, New Lenox, Illinois 60451.
REVOCATION OF PROXIES
Send a new proxy card with a later date or send a written notice of revocation to Karen Morgan, Corporate Secretary, TC Financial Holdings, Inc., 1938 E. Lincoln Hwy, Suite 201, New Lenox, Illinois 60451. To be effective, the new proxy card or written revocation must be received by the Corporate Secretary prior to the exercise of the proxy at the meeting. If you attend the Meeting and want to vote in person, you can deliver a written revocation of your proxy to the Corporate Secretary at the Meeting, and you will receive a ballot to vote at the Meeting. However, mere attendance at the shareholders’ Meeting will not in itself revoke a proxy. If you have instructed a broker to vote on your shares, you must follow directions received from your broker to change your vote.
IF YOU WISH TO VOTE FOR THE ELECTION OF THE SMOLIC NOMINEES, PLEASE SIGN, DATE AND RETURN THE ENCLOSED WHITE UNIVERSAL PROXY CARD TODAY IN THE ENVELOPE PROVIDED OR SEND IT TO THE ABOVE ADDRESS.
SOLICITATION OF PROXIES
The solicitation of proxies pursuant to this Proxy Statement is being made by John Smolic. Proxies may be solicited by mail, facsimile, telephone, Internet, in person and by advertisements. Mr. Smolic may make solicitations of proxies but, except as described herein, will not receive compensation for acting as director nominees. Mr. Smolic’s nominee, John Joyce, will not make solicitations of proxies and will not receive compensation for acting as a director nominee.
Mr. Smolic has requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the shares of TCNB Common Stock they hold of record. Smolic will reimburse these record holders for their reasonable out-of-pocket expenses in so doing. The entire expense of soliciting proxies is being borne by Mr. Smolic. To the extent legally permissible, if Mr. Smolic is successful in its proxy solicitation, Mr, Smolic reserves the right to seek reimbursement from the Company for the expenses he incurs in connection with this solicitation. Mr. Smolic does not intend to submit the question of such reimbursement to a vote of security holders of the Company.
ADDITIONAL PARTICIPANT INFORMATION
The participants in the solicitation are anticipated to be John Smolic, himself and MonMon Inc., his holding corporation (each, a “Participant” and collectively, the “Participants”).
The principal business mailing address of John Smolic is 1648 Taylor Road, Port Orange, FL 32128, and the principal business address of MonMon Inc. is 6545 Market Avenue, N, Canton OH 44721.
The business address of Mr. Smolic’s nominee, John Joyce, is 420 Fort Duquesne Boulevard, Ninth Floor, Pittsburgh, PA 15222.
As of the date hereof, the participants directly beneficially owned 138,311 of TCNB common stock, representing 5.9% of the outstanding shares of the Company.
The shares of TCNB Common Stock purchased were purchased with working capital in open market purchases or through direct transactions with existing shareholders. No shares were obtained through any form of stock offering, private placement, or stock option.
Except as set forth in this Proxy Statement (including the Schedules hereto), (i) during the past ten (10) years, no Participant has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no Participant directly or indirectly beneficially owns any securities of the Company; (iii) no Participant owns any securities of the Company which are owned of record but not beneficially; (iv) no Participant has purchased or sold any securities of the Company during the past two (2) years; (v) no part of the purchase price or market value of the securities of the Company owned by any Participant is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no Participant is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any Participant owns beneficially, directly or indirectly, any securities of the Company; (viii) no Participant owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) no Participant or any of his, her or its associates or immediate family members was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000, except for personal or business banking relationships with the Company in its ordinary course of business; (x) no Participant or any of his, her or its associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party; and (xi) no Participant has a substantial interest, direct or indirect, by securities holdings or otherwise in any matter to be acted on at the Annual Meeting.
Except as disclosed herein, there are no material proceedings to which any Participant or any of his or its associates is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries, except to the extent that legal action needs to occur with respect to the failure of the Company to respect the rights of Mr. Smolic to have his nominees voted on by shareholders.
Except as disclosed herein, none of the Smolic Nominees nor any of their associates has received any fees earned or paid in cash, stock awards, option awards, non-equity incentive plan compensation, changes in pension value or nonqualified deferred compensation earnings or any other compensation from the Company during the Company’s last completed fiscal year, or was subject to any other compensation arrangement.
OTHER MATTERS AND ADDITIONAL INFORMATION
Mr. Smolic is unaware of any other matters to be considered at the Annual Meeting. However, should other matters, which he is not aware of at a reasonable time before this solicitation, be brought before the Annual Meeting, the Company implies that they will vote in line with the Board’s recommendations. As Mr. Smolic does not know what business may come up, he believes shareholders should instruct the Company that they are against unknown “other business.”
Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this Proxy Statement may have been sent to multiple shareholders in your household. We will promptly deliver a separate copy of the document to you if you contact Mr. Smolic by email at johnsmolicatomicmail.io or write to him at John Smolic, 1648 Taylor Road, Port Orange, FL 32128.
The information concerning the Company and the proposals in the Company’s proxy statement contained in this Proxy Statement has been taken from their proxy statement. Although Mr. Smolic has no knowledge that would indicate that statements relating to the Company contained in this Proxy Statement, in reliance upon publicly available information, are inaccurate or incomplete, to date we have not had access to the books and records of the Company, were not involved in the preparation of such information and statements and are not in a position to verify such information and statements. Mr. Smolic is aware that the Company’s representation that it knows of no 5% shareholders in not correct considering that he owns in excess of 5.9% of the outstanding stock.
This Proxy Statement is dated April 23, 2026. You should not assume that the information contained in this Proxy Statement is accurate as of any date other than such date, and the mailing of this Proxy Statement to shareholders shall not create any implication to the contrary.
CERTAIN ADDITIONAL INFORMATION
WE HAVE OMITTED FROM THIS PROXY STATEMENT CERTAIN DISCLOSURE REQUIRED BY APPLICABLE LAW THAT IS EXPECTED TO BE INCLUDED IN THE COMPANY’S PROXY STATEMENT RELATING TO THE ANNUAL MEETING. THIS DISCLOSURE IS EXPECTED TO INCLUDE, AMONG OTHER THINGS, CURRENT BIOGRAPHICAL INFORMATION ON THE COMPANY’S DIRECTORS AND EXECUTIVE OFFICERS, INFORMATION CONCERNING EXECUTIVE COMPENSATION AND DIRECTOR COMPENSATION, INFORMATION CONCERNING THE COMMITTEES OF THE BOARD AND OTHER INFORMATION CONCERNING THE BOARD, INFORMATION CONCERNING CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, INFORMATION ABOUT THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND OTHER IMPORTANT INFORMATION. SHAREHOLDERS ARE DIRECTED TO REFER TO THE COMPANY’S PROXY STATEMENT FOR THE FOREGOING INFORMATION, SHAREHOLDERS CAN ACCESS THE COMPANY’S PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS DISCLOSING THIS INFORMATION, WITHOUT COST, AT https://cstproxy.com/tcfinancialholdings/2026/ .
SEE SCHEDULE II FOR INFORMATION REGARDING PERSONS WHO BENEFICIALLY OWN MORE THAN 5% OF THE SHARES AND THE OWNERSHIP OF THE SHARES BY THE DIRECTORS AND MANAGEMENT OF THE COMPANY.
JOHN SMOLIC
April 23, 2026
SCHEDULE I
TRANSACTIONS IN SECURITIES OF TCNB
DURING THE PAST TWO YEARS
Nature of Transaction Amount of SecuritiesPurchased/(Sold) Date ofPurchase/Sale
JOHN SMOLIC
Purchase of TCNB Common Stock 1,500 09/16/2024
MONMON INC.
Purchase of TCNB Common Stock 7,500 09/12/2025
Purchase of TCNB Common Stock 62,741 10/06/2025
Purchase of TCNBCommon Stock 27,114 10/16/2025
Purchase of TCNB Common Stock 20,556 10/28/2025
Purchase ofTCNB Common Stock 1,500 10/29/2025
Purchase of TCNB Common Stock 6,100 01/02/2026
Purchase of TCNB Common Stock 11,300 02/04/2026
SCHEDULE II
The following tables are reprinted from the Company’s definitive proxy statement dated April 8, 2026. (John Smolic notes that he is aware that the statements that no person owns five percent of the Company’s stock is not correct considering that he nominally owns 5.9% of the outstanding stock).
MANAGEMENT OF THE HOLDING COMPANY
BENEFICIAL OWNERSHIP OF SECURITIES;
The following table sets forth certain information with respect to the beneficial ownership of the outstanding Company Shares of the date of this Proxy Statement for which [the Company is] aware of (i) by each person who beneficially owns more than five (5) percent of the Company’s Shares, (ii) by each of the directors and executive officers of the Company, and (iii) by all current directors and the executive officers as a group. The directors and executive officers of the Company and Bank, their ages as of the date of this Proxy Statement and their positions with the Company and Bank are also included below.
The percentage of class was calculated based on 2,333,660 Company Shares outstanding as of March 25, 2026. No options have been issued.
2026 Beneficial Owners As of 03.25.2026
Beneficial Owner Age Position with the Bank Total number of shares beneficially owned Percentage of common stock outstanding
Paul Chemello 63 Chairman/Director 28,800 1.23%
Thomas Dillon 71 Director 0 0%
George Faris 48 Director 6,750 .29%
Joseph Parrillo 77 Director 1,000 .04%
Joseph Pascale 67 Director 26,850 1.15%
Daniel Regan 61 CEO/President/CLO/Director 4,250 .18%
Edward Sevik 59 CFO/Director 0 0%
TOTAL 67,650 2.90%
TOTAL NUMBER OF SHARES OUTSTANDING: 2,333,660
IMPORTANT
Tell your Board what you think! Your vote is important. No matter how many shares of TCNB Common Stock you own, please give us your proxy FOR the election of the Smolic Nominees and “WITHHOLD” as to the Company’s nominees in accordance with our recommendations on the other proposals on the agenda for the Annual Meeting by SIGNING, DATING AND MAILING the enclosed WHITE universal proxy card TODAY to Karen Morgan, Corporate Secretary, TC Financial Holdings, Inc., 1938 E. Lincoln Hwy, Suite 201, New Lenox, Illinois 60451.
If any of your shares of TCNB Common Stock are held in the name of a broker, only it can vote such shares of TCNB Common Stock unless you obtain a legal proxy or upon receipt of your specific instructions. Depending upon your broker, you may be able to vote either by toll-free telephone or by the Internet. You may also vote by obtaining a Legal Proxy and signing, dating and returning the enclosed WHITE voting form.
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