Bank First Corp 8-K

What Happened

• On May 19, 2026, Bank First Corporation (BFC) entered into a definitive Agreement and Plan of Merger to combine with PSB Holdings, Inc. (PSB). Under the deal, PSB will merge into BFC and PSB’s bank, Peoples State Bank, will merge into BFC’s bank, Bank First, N.A., with Bank First continuing as the surviving bank.
• Each outstanding share of PSB common stock will convert into the right to receive 0.3470 shares of BFC common stock, subject to a downward adjustment if PSB’s tangible book value at closing is less than $122,837,000. PSB preferred shares will be purchased by BFC if agreements with holders can be reached; otherwise they will convert into a newly designated BFC preferred series with substantially comparable rights.
• The boards of both companies unanimously approved the Merger Agreement. The transaction is expected to close in Q4 2026, subject to customary conditions including PSB shareholder approval, Nasdaq listing approval for the new BFC shares, regulatory approvals, SEC effectiveness of BFC’s S-4 registration statement, and receipt of a tax opinion under Section 368(a).

Key Details

• Exchange ratio: 0.3470 BFC common shares per PSB common share.
• Tangible book value threshold: $122,837,000 (triggers potential downward adjustment to consideration).
• Termination fee: $8,117,163 payable by PSB in certain termination scenarios (e.g., PSB accepts a superior proposal or breaches certain obligations).
• Timing and protections: Closing expected Q4 2026; Side Letter sets a Default Closing Date of December 4, 2026 (with certain protections and a possible one‑time $1.00/share special dividend for PSB shareholders if closing is delayed and not attributable to PSB).

Why It Matters

• For PSB shareholders: they would receive BFC stock (or a comparable BFC preferred) rather than cash, so value depends on BFC share price and any downward adjustment tied to PSB’s tangible book value at closing.
• For BFC shareholders: the deal will dilute existing shares because BFC will issue new common stock; the final impact depends on the number of PSB shares outstanding and any post‑closing integration results. The filing highlights required approvals (shareholder, regulatory, Nasdaq, SEC) and identifies integration, timing and regulatory risks as material to closing and expected benefits.
• Next steps: BFC will file a Form S-4 (which will include PSB’s proxy statement/prospectus). Investors should read the S-4/proxy when filed for full terms, risks, and voting information.