Bank7 Corp. 8-K

What Happened

• On July 1, 2026, Bank7 Corp. entered into a Stock Purchase Agreement with MCA Financial Group, LTD., through Morris C. Aaron and/or Keith Bierman as court‑appointed receiver in the KS StateBank receivership.
• Bank7 agreed to buy 237,136 shares of Century Financial Services Corporation, and additional shares subject to the receivership (estimated at ~71% of Century’s outstanding common stock), for $68.0 million in cash. The purchase is on an “as‑is, where‑is” basis; Bank7 will not assume receiver or receivership liabilities, and the shares are to be sold free and clear of liens and encumbrances.
• The board unanimously approved the agreement. The Purchase Agreement is intended to serve as a “stalking horse” bid subject to Court approval and higher and better offers; an auction could be held under court‑approved bidding procedures.

Key Details

• Purchase price: $68.0 million for the Shares (237,136 shares plus additional shares subject to the receivership, ~71% ownership).
• Good‑faith deposit: $7.25 million (credited to the purchase price if Bank7 is the successful bidder).
• Break‑up fee: $2.04 million payable to Bank7 by the Receiver if the Purchase Agreement is terminated under certain circumstances (including if Bank7 is not the successful bidder).
• Closing conditions: subject to Court sale approval, receipt of higher bids, and required regulatory approvals (including the Board of Governors of the Federal Reserve). Agreement can be terminated if closing does not occur by November 30, 2026 (with certain exceptions).

Why It Matters

• This transaction, if completed, would give Bank7 a controlling stake in Century Financial Services (and by extension Century Bank), potentially increasing scale and market presence.
• The agreement is not finalized: it is a stalking‑horse bid that could be outbid in a court‑supervised auction and requires Court and regulatory approvals (including the Federal Reserve). Investors should view the deal as conditional until those approvals are obtained and any auction is concluded.
• Financial commitments already include a $7.25M deposit and a potential $2.04M break‑up fee mechanism; the Purchase Agreement also limits representations and allocates contractual risk, so documented terms do not necessarily represent factual statements about Century’s condition.

Exhibit note: Bank7 attached the Stock Purchase Agreement (Exhibit 2.1) and a July 2, 2026 press release (Exhibit 99.1) to the 8‑K.